The legal route

[cheeky]

I haven't read the rest of the thread yet, but no contract can contravene an Act. Duh.

 

Good point. A person can enter into a retainer with their solicitors, CFA etc, but should the claim for costs go to a Detailed Assessment Hearing, the first Point of Call is the Civil Procedure Rules and whether the costs claimed are reasonable. For example, the retainer will stipulate the hourly rates the client is to pay, but the costs still have to be reasonable and a Judge can alter the rates at assessment. This is a simplistic ananlogy, I don't know if it's the same in company law.

[Warren]

Warren,

 

Could you attend the Supporters Club meeting on Monday night your knowledge of fraud cases could be useful ...

 

I am contemplating attending as I recently joined. But I live on the Wirral and Tuesday morning through to Friday I will be working in Carlisle. So I will see how it goes. But the Fraud Act 2006 is one of the few well drafted acts in recent years and that is why, once charges are brought by the Police / CPS, there is a 98% successful prosecution rate.

 

One issue here is that supporters like me are just customers. The best people to make complaints in any situation are people directly affected by wrong doing and with a financial interest. In other words the shareholders or anyone else who may suffer financial loss.

[Warren]

Like I've said before, I don't know anything about company law, but if that is a route to take, then shareholders need to be sure they have a case. Legal advice can be costly and they don't want to be wasting money on something that is a no go.

 

If they were to bring a case, and raising the arguments we have in this thread, then the club would almost certainly take legal advice and my point is I guess, if I can pick holes in our arguments, then an experienced solicitor or Counsel would have no problem defending it.

 

I'm not trying to be obstrutive, just objective.

 

Don't put barriers in the way of people complaining. If you get mugged on the street you call the police and they investigate. You don't call your solicitor first so that you can call the Police.

 

It helps to read the legislation be it the Companies Act and the Fraud Act etc and to allege wrong doing by reference to sections. But these are common sense acts that most people can come to have a basic understanding of. The more people complain the more likely an investigation is because an organisation like the Police runs an assessment process and that will take account of the weight of complaints, the credibility of what is complained and about and evidence produced and the credibility of who is complaining. At worst someone complaining will score as unknown, but say a solicitor complains that credibility goes up quite a lot.

 

So two routes really. Go for individual complaints and / or go for coordinated complaints prepared by a relevant professional and signed by loads of supporters and shareholders.

 

The force of regulation needs to be brought down on these people and then we will see where it leads. It worries me that the investments were for gain and therefore there is a risk of asset misappropriation or decision making focused on personal interest rather than the club's interest until proper governance is restored.

 

I did give these people some time to prove themselves, but clearly that time is over now with the evidence coming out. I think the team may need more points to be able to absorb a 10 point deduction.

[Paul6754]

I'm not advocating anything here folks, but I truly believe the 'Legal Route' will get us nowhere. ===

 

Its a last resort, it would take time, cost the SC mega money and PD/PM would be using Vale money to fight their case.

 

Wouldn't hurt to take legal advice, find out if any law has been broken and confront them with go or else if there is a case to answer, especially if there is a vale fan familiar with company law or knows of one who would give free advice. Warren could well be our man.

[Warren]

Its a last resort, it would take time, cost the SC mega money and PD/PM would be using Vale money to fight their case.

 

Wouldn't hurt to take legal advice, find out if any law has been broken and confront them with go or else if there is a case to answer, especially if there is a vale fan familiar with company law or knows of one who would give free advice. Warren could well be our man.

 

I am a primarily interested in fraud as a forensic accountant. If the full facts are given to me I would feel comfortable drafting a letter of complaint to the police for someone. The same is true for other relevant things like the Companies Act, but with that it would most certainly be better to find a solicitor with corporate law experience. I would imagine that amongst the Vale supporters someone with that type of background could be found to help.

[paulnv]

"SV -Sorry to **** on your bonfire but, Vale's articles state that the "provisions of section 89(1) of the Companies Act 1985 (in power when the last articles were written) do not apply to the Company". I am pretty sure that section 89(1) of the act refers to "offers to shareholders on a pre-emptive basis".

 

I'm reasonably sure that pre-emptive rights to shareholders was removed early on because it would render the ad hoc issues of shares extremely difficult.

 

I haven't read the rest of the thread yet, but no contract can contravene an Act. Duh.

 

I don't understand your comment, 7 sisters - it portrays a complete lack of understanding of basic company law. The Companies Act includes pre-emptive rights for companies which means that for any issue of shares, the same offer must be made to all shareholders so that they can participate and maintain the same percentage of shares. Any company can waive those rights in their articles of association and that is what the Vale did - so the club were in their rights to issue shares to particular individuals and not to have to offer the same to every other shareholder, whether we like it or not.

 

Best to keep quiet about things you don't understand. Duh!

[Stone Valiant]

What it means is that those who permitted the sale of the shares at a "NIL Value" with a promisary note, did so without allowing other shareholders to purchase under the same conditions and stating the time of the offer, i.e. Deakin and Miller were allowed preferential treatment in the purchase of the shares. It's not about the value of the shares, it's the condition of the sale.

 

This means the officers who allowed the sale, potentially (still to be proven in a court of law) permitted a sale under fraudulent conditions. The officers in questions would be Glenn Oliver, Mike Lloyd, Mickey Adams (although Stan Meigh would be liable) & Bill Bratt!

[Stone Valiant]

SV -Sorry to **** on your bonfire but, Vale's articles state that the "provisions of section 89(1) of the Companies Act 1985 (in power when the last articles were written) do not apply to the Company". I am pretty sure that section 89(1) of the act refers to "offers to shareholders on a pre-emptive basis".

 

I'm reasonably sure that pre-emptive rights to shareholders was removed early on because it would render the ad hoc issues of shares extremely difficult.

 

The Companies Act 2006, to which this applies, would supercede this!

[PVTony]

And now the end is near and they must face the final curtain,

We'll do what we have to do,

And state our case of this I'm certain,

They'll try to bleed us dry,

Let the Vale die along the bye way

But no, oh no not us

we'll do it Mo's way.

[Santa]

Aren't there certain parts of the Companies Act which are a framework but which companies can exempt themselves from if the articles state they can? (Table A is one thing I think).

 

Personally I'm starting to find the illegal route more and more interesting.

[paulnv]

The Companies Act 2006, to which this applies, would supercede this!

.

Clearly the Companies Act 2006 replaced the Companies Act 1985 but since the Articles of association were written before the Companies Act 2006 were published the Articles refer to the previous act. Unfortunately the writers of the articles weren't psychic. This does not mean that the removal of pre-emption rights by Vale's articles does not apply.

 

Santa you are correct and that is the point I'm making. If people are arguing that all shareholders should have been offered nil paid shares like Miller and Deakin have, they are wasting their time. Pre-emption rights have been removed by the articles full stop.

 

And reading bits of the Companies Acts doesn't even make anyone a barrack room lawyer. You need to read the Companies Act 2006 with

the Company articles and Table A (the rules for companies put forward by which the Companies Acts) together with the Companies Act 1985 to which the articles refer.

[cooperpvfc]

It really does amaze me how little some of you know. Posting about pre-emption etc. You can disapply pre-emption and the majority of companies do.

 

You can have nil paid shares, all that means is on a winding up or when the company calls them up their liability will be the amount of unpaid shares.

 

The only relevant website you should be looking at is Companies House. Get the Articles and Memorandum and go from there.

 

Minority shareholder cases are few and far between. Otherwise it would be almost impossible to run a company.

[cooperpvfc]

.

Clearly the Companies Act 2006 replaced the Companies Act 1985 but since the Articles of association were written before the Companies Act 2006 were published the Articles refer to the previous act. Unfortunately the writers of the articles weren't psychic. This does not mean that the removal of pre-emption rights by Vale's articles does not apply.

 

Santa you are correct and that is the point I'm making. If people are arguing that all shareholders should have been offered nil paid shares like Miller and Deakin have, they are wasting their time. Pre-emption rights have been removed by the articles full stop.

 

And reading bits of the Companies Acts doesn't even make anyone a barrack room lawyer. You need to read the Companies Act 2006 with

the Company articles and Table A (the rules for companies put forward by which the Companies Acts) together with the Companies Act 1985 to which the articles refer.

 

Someone with a degree of knowledge! Quick run and hide!

[cooperpvfc]

The Companies Act 2006, to which this applies, would supercede this!

 

Clueless.

[Valiant Haze]

We could do with Oliver paying himself a visit...