Bryn Law puts forward 'Gate Approval Process' changes and NDA changes

[Phils-an-alki]

Originally Posted by tokyored

No point whatsoever in having a 2k penalty in a NDA. Anyone with bad intents is hardly going to be put off by that. There has to be a serious fine for using our sensitive information against us. Maybe 50k is too high but 2k would make an essential NDA an irrelevance.

It should also work both ways, especially seeing as the two boards (WST and Club) can't even sort their own house out in respect of leaking information etc. And they can't even come clean about that. The hypocrisy is truly staggering.

[Hightown Brymbo Red]

Originally Posted by Quay Red

Few things come to mind.
An NDA for £2k is peanuts even for a chancer. £50k might be too high for some genuine "investors"
£20k seems a fair figure but it's not going to change at this meeting.
A groundswell of opinion might encourage the board to rethink the basic terms of this part of the process.
The fact that the club can stop the process without disclosing the details to the membership, suggests that the NDA is a 2 way thing. Whether the penalty works both ways is debatable.
It doesn't prevent the club from informing the membership that there had been an approach.
Secondly. £5k is not to set up a second meeting, it's to protect the club from the cost of due diligence. A £5k deposit to carry out due diligence is not an onerous figure and is a realistic amount for employing the accountants etc to fully investigate the proposals and the proposer.
Finally. If Bryn's contact was serious about "investing" and had been put off by the terms, it would not have been unreasonable for them to have gone public about their offer.

If Moss was the seller and the trust the buyer would the members think that £50k was a reasonable figure?..

[Hamilton Pathetic]

Originally Posted by Bagger Vance

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.

I'm no legal expert and cannot understand why the lack of NDA reciprocity presents a deterrent to possible investment. Surely any potential investor has the opportunity to include their own NDA clause in the presentation of their funding/ investment proposals which can be waived at the time the proposal goes to the membership in accordance with the Gate Approval Process. Therefore why the need or desire for reciprocity on the part of the WST?

[Quay Red]

Originally Posted by Bagger Vance

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.

How are the board able to present a proposal to the membership without disclosing the terms of a potential agreement if the club is bound by an NDA.
Without that information, the membership themselves would rightly turn down the proposal, unless there is absolute trust in the board.

[Quay Red]

Originally Posted by Hightown Brymbo Red

If Moss was the seller and the trust the buyer would the members think that £50k was a reasonable figure?..

Irrelevant. However if that scenario had ever come about, the members would have been asked.

[Todd Sweeney]

Originally Posted by Phils-an-alki

It should also work both ways, especially seeing as the two boards (WST and Club) can't even sort their own house out in respect of leaking information etc. And they can't even come clean about that. The hypocrisy is truly staggering.

It's not at all. Unilateral or ‘one-way’ NDAs are quite standard. I deal with them all the time.

Bilateral NDAs require negotiation and agreement between the two parties before coming into force. Not really possible in the type of situation we are talking about, and it would potentially cost our club a lot of money. What would we gain from that?

Bryn Law's proposal is unworkable and will encourage chancers to try their luck. The whole point of the NDA is that it offers protection to us. A serious bidder for the club will never need to worry about it because they will never break the NDA.

[Bagger Vance]

Originally Posted by Hamilton Pathetic

I'm no legal expert and cannot understand why the lack of NDA reciprocity presents a deterrent to possible investment. Surely any potential investor has the opportunity to include their own NDA clause in the presentation of their funding/ investment proposals which can be waived at the time the proposal goes to the membership in accordance with the Gate Approval Process. Therefore why the need or desire for reciprocity on the part of the WST?

Because its fair and reasonable.

My personal opinion on NDA's is damage figures don't need to be included from the outset, damage is relevant to the breach so should be on consideration of the impacts of the breach. If a party is serious then they would have no issues disclosing proof of funds and background to funds but would want NDA protection so that every Tom, Dick and Harry doesn't get to find out. One sided NDA's just aren't acceptable in any serious discussions. It shows a lack of regard and respect to anyone who may have serious intent.

I would even go as far as to say anyone who signed a one sided NDA is absolutely the wrong party to talk to so its actually a counter productive exercise.

Serious parties will want reciprocity, so if you want serious parties to engage and not chancers and idiots then make it mutual.

[Phils-an-alki]

Originally Posted by Todd Sweeney

It's not at all. Unilateral or ‘one-way’ NDAs are quite standard. I deal with them all the time.

Bilateral NDAs require negotiation and agreement between the two parties before coming into force. Not really possible in the type of situation we are talking about, and it would potentially cost our club a lot of money. What would we gain from that?

Bryn Law's proposal is unworkable and will encourage chancers to try their luck. The whole point of the NDA is that it offers protection to us. A serious bidder for the club will never need to worry about it because they will never break the NDA.

It is because the boards can't even sort their own house out. Even you can't deny that.

[tokyored]

Originally Posted by Phils-an-alki

It should also work both ways, especially seeing as the two boards (WST and Club) can't even sort their own house out in respect of leaking information etc. And they can't even come clean about that. The hypocrisy is truly staggering.

Maybe any potential investor will want a reciprocal agreement but that hasn't got anything to do with the proposal put forward.
It's about severely reducing the penalty for breaking the NDA. Maybe 50k is too high but 2k is pocket change for getting all our sensitive information.