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Old 6th June 2019, 08.48:24   #21-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

Quote:
Originally Posted by WAFCExile View Post
The club is worth much more than £1m.
It isnt though.
No assets and just an annual income that is variable.
How much would it really take to buy the club?
Old 6th June 2019, 08.56:01   #22-0 (permalink)
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Originally Posted by pagl View Post
It isnt though.
No assets and just an annual income that is variable.
How much would it really take to buy the club?

We could have a whipround in the Turf.

For those of a sensitive nature yes I'm joking.

But seriously a lot has come out from this especially the not having to tell the fans no wonder they got upset about the leak.

On the otherside of the coin look what's happened at Bury.
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Old 6th June 2019, 08.58:58   #23-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

Mutual NDA's are essential, I would never sign an NDA where the other party could tell all and sundry about my business but I had no reciprocity. Either both can talk or neither can talk, one way NDA's aren't right or fair and I would never sign one and I doubt any sensible person would.
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Old 6th June 2019, 08.59:04   #24-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

The WST do not want investment or other parties involved in WAFC.
Thats clear and they will make it as difficult as possible.

They are happy for anyone to donate what they want but anything that requires any form of involvement at board level or running the club is a no.

Lets say Iesty wants to invest £1m when he wins the lottery what would he do?
The WST would be happy to take his money as a donation but would they be prepared to let him own part/all of the club and how would they facilitate it?

I dont see the harm in talking with Bryn Law to see his proposal as they dont have to accept it anyway. Dont disclose wages and keep talks simple. Its not difficult is it?
They may want to appoint 1 or 2 football directors but would that be a bad thing?

The fear factor is why were still NL. No-one has any balls.
Old 6th June 2019, 09.03:20   #25-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

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Originally Posted by Phils-an-alki View Post
Who in their right mind pays 5k for a second meeting when the board can just tell them to do one anyway and don't even have to tell members? You'd have to insane to pay 5k just to propose something.
No wonder we're constantly told "there's no one out there".

Furthermore, the fact the potential investor must then make a 5k payment to facilitate a second meeting and provide a business plan and proof of funding, but the Society board still has the right to end the process at this stage without disclosing the detail to the membership is unlikely to encourage credible investors to pursue the process to this stage.
Totally agree the whole set up has been manufactured to deter any bids. A potential buyers legal team would look at it and advise not to bother imo
Old 6th June 2019, 09.05:03   #26-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

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Originally Posted by Bagger Vance View Post
Mutual NDA's are essential, I would never sign an NDA where the other party could tell all and sundry about my business but I had no reciprocity. Either both can talk or neither can talk, one way NDA's aren't right or fair and I would never sign one and I doubt any sensible person would.
It could allow the board to discredit them. It's utter madness.

But you will get the usual mob defending it.
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Old 6th June 2019, 09.08:36   #27-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

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Originally Posted by benwilliams View Post
Worth reading the board response to Bryn's proposals based on legal advice received. I was initially attracted by Bryn's resolutions but worth reading the whole context.
Do you have a link to the whole response please?
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Old 6th June 2019, 09.14:16   #28-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

Quote:
Originally Posted by LlayDragon View Post
Do you have a link to the whole response please?
Gate Approval Response:

Society Board’s Background Information:

Based on legal advice, including on the wording of this resolution, the Board opposes the resolution and advises members to vote against it.

The improvements made by the Society in the financial position of Wrexham AFC since 2011 and the acquisition of the business, trade and assets used in the operation of the Racecourse Ground make Wrexham AFC a much more attractive business than that which we inherited. The Gateway Approval Process was approved by members only last year to provide the board with general direction and guidance and a process to follow should an investment approach be made. The resolution introducing it in 2018 was a non-binding resolution to assist the Board in considering members’ views when considering approaches.

The acceptance of any investment into WAFC will ultimately be a matter to be decided upon by the members of Society, the gateway process does not authorise the Society Board to agree to or accept any investment into WAFC bearing in mind that one of the most important objectives of the Trust is upholding the mutual ownership of the Club.

Against that background, our legal advice has described removal of stage 8 as “making no sense”.

The board must have some qualitative judgement on an investor’s business plan and proof of funding before presenting the investor’s plans to the members otherwise that could lead to sound business plans to liquidate the club and distribute the assets, as an extreme example, being presented to the members. There is also the not inconsiderable time and resource required to present even the most speculative of approaches to the membership.

Board members are elected by the membership who thereby delegate considerable powers and responsibilities to those board members who can be voted off the board should the membership so wish. Part of that responsibility is to act in the interests of Trust and Club and, as set out in the gate approval process, to decide whether an investment approach meets the criteria so as to be presented to the membership.

It is not normal for companies to place speculative investment proposals to its members. The risk of loosening the process could lead to a repetition of the near farce which occurred when the previous owners were attempting to sell the club.

We strongly advise members to vote against this proposal.

NDA Response:

Society Board’s Background Information:

Based on legal advice, including on the wording of this resolution, the Board opposes the resolution and advises members to vote against it.

The non-disclosure agreement (NDA) to be used when applying the gate approval process was drafted having received appropriate commercial legal advice. It is perhaps surprising that the proposer is aware of the content of the NDA adopted by the Trust but, putting that to one side, commercial NDAs often contain a liquidated damages clause to create an effective deterrent to breaches of the terms of an NDA. A party entering into an NDA in good faith will rarely have an issue as if they do not wrongfully disclose information, they will have no liability. A liquidated damages clause of £2,000 according to the advice we have received “simply has no teeth”. And of course, it would be the football club which would be disclosing particularly sensitive commercial information should the process proceed.

As to the unilateral nature of the liquidated damages clause this is entirely logical as it protects the disclosing party which in this instance is the Football Club. The board have a duty to protect commercially sensitive information which would include sensitive information relating to individuals. Without an effective NDA in place they would be failing in that duty and could not sign one with such a low damages clause based on the advice received.

The board have to apply the set criteria when considering an approach under the gateway process. One of which is that the investment proposal is genuine and actually funded and another is that the Trust’s confidential information is protected. By signing what has been described to us as an NDA “without teeth” we would be in breach of those criteria, and others, and therefore strongly recommend members to vote against the proposal.

Last edited by Todd Sweeney; 6th June 2019 at 09.18:03..
Old 6th June 2019, 09.22:15   #29-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

Quote:
Originally Posted by Todd Sweeney View Post
Gate Approval Response:

Society Board’s Background Information:

Based on legal advice, including on the wording of this resolution, the Board opposes the resolution and advises members to vote against it.

The improvements made by the Society in the financial position of Wrexham AFC since 2011 and the acquisition of the business, trade and assets used in the operation of the Racecourse Ground make Wrexham AFC a much more attractive business than that which we inherited. The Gateway Approval Process was approved by members only last year to provide the board with general direction and guidance and a process to follow should an investment approach be made. The resolution introducing it in 2018 was a non-binding resolution to assist the Board in considering members’ views when considering approaches.

The acceptance of any investment into WAFC will ultimately be a matter to be decided upon by the members of Society, the gateway process does not authorise the Society Board to agree to or accept any investment into WAFC bearing in mind that one of the most important objectives of the Trust is upholding the mutual ownership of the Club.

Against that background, our legal advice has described removal of stage 8 as “making no sense”.

The board must have some qualitative judgement on an investor’s business plan and proof of funding before presenting the investor’s plans to the members otherwise that could lead to sound business plans to liquidate the club and distribute the assets, as an extreme example, being presented to the members. There is also the not inconsiderable time and resource required to present even the most speculative of approaches to the membership.

Board members are elected by the membership who thereby delegate considerable powers and responsibilities to those board members who can be voted off the board should the membership so wish. Part of that responsibility is to act in the interests of Trust and Club and, as set out in the gate approval process, to decide whether an investment approach meets the criteria so as to be presented to the membership.

It is not normal for companies to place speculative investment proposals to its members. The risk of loosening the process could lead to a repetition of the near farce which occurred when the previous owners were attempting to sell the club.

We strongly advise members to vote against this proposal.

NDA Response: Society Board’s Background Information:

Based on legal advice, including on the wording of this resolution, the Board opposes the resolution and advises members to vote against it.

The non-disclosure agreement (NDA) to be used when applying the gate approval process was drafted having received appropriate commercial legal advice. It is perhaps surprising that the proposer is aware of the content of the NDA adopted by the Trust but, putting that to one side, commercial NDAs often contain a liquidated damages clause to create an effective deterrent to breaches of the terms of an NDA. A party entering into an NDA in good faith will rarely have an issue as if they do not wrongfully disclose information, they will have no liability. A liquidated damages clause of £2,000 according to the advice we have received “simply has no teeth”. And of course, it would be the football club which would be disclosing particularly sensitive commercial information should the process proceed.

As to the unilateral nature of the liquidated damages clause this is entirely logical as it protects the disclosing party which in this instance is the Football Club. The board have a duty to protect commercially sensitive information which would include sensitive information relating to individuals. Without an effective NDA in place they would be failing in that duty and could not sign one with such a low damages clause based on the advice received.

The board have to apply the set criteria when considering an approach under the gateway process. One of which is that the investment proposal is genuine and actually funded and another is that the Trust’s confidential information is protected. By signing what has been described to us as an NDA “without teeth” we would be in breach of those criteria, and others, and therefore strongly recommend members to vote against the proposal.
One sided legal opinion but lawyers are generally paid to advise on protecting the interests of the instructing party so no surprise. You cannot fairly expect the other party not to have reciprocity. Yes the club may disclose information of a sensitive nature but its most certain when you ask for proof of funds that the other party will as well.

At the moment the way its structured any of the board or the board in its entirety may disclose the financial details of an interested party without penalty, that's just not right. NDA's must be fair and reciprocal. Otherwise rightly they may be deemed as a gate keeping procedure ensuring no right minded entity whether individual or corporate would sign it so therefore not proceed.
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Old 6th June 2019, 09.23:36   #30-0 (permalink)
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Default Re: Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

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Originally Posted by Phils-an-alki View Post
Trust? That's long gone. I wouldn't trust that lot as far as I could throw them.

Its just putting ridiculous unnecessary obstacles in the way as a way of blocking investment and therefore they retain the power. Far to easy to say legal advice without going into detail and providing evidence.

Never heard that about Hamilton before but I was wondering when someone would hark back to the past as part of the justification.

Why shouldn't we look back to what happened? You learn from history.
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