Re: LFC Sold to NESV (New England Sports Ventures)
danroan
RBS: H&G "seeking to profit from confusion"
danroan
RBS: H&G "seeking to profit from confusion"
Today's RBS action is the first step in a two-stage process that Broughton hopes will allow him to complete the sale to NESV. At the heart of the issue is the constitution of the Liverpool board, and whether he and his fellow non-owner directors have the right to agree to sell the club despite the objections of their majority shareholders.
Hicks and Gillett, who believe the NESV offer undervalues the club, attempted to block the sale last week by sacking Christian Purslow and Ian Ayre, who with Broughton formed a majority in favour of the deal.
Broughton rejected the Americans' intervention and continued to make an agreement with NESV, arguing that the co-owners were in breach of legally binding undertakings they gave to RBS as a condition of the extension of their financing agreement with the bank in April. At that time, according to Broughton and RBS, the Americans agreed that the chairman had the power to appoint the board and that they would not stand in the way of any reasonable sale.
The strength of those undertakings will be tested today by RBS, which, as the recipient of the undertakings, has to bring the case.
RBS was granted an interim injunction last Friday preventing Hicks and Gillett from changing the structure of the club board, and will seek to make that permanent by arguing that the Americans were in breach of contract when they sacked Ayre and Purslow.
In a separate, as-yet-unscheduled hearing Broughton, the Liverpool chairman, is expected to seek a "declaratory judgment" approving the sale, though this may not be necessary if RBS wins its action.
Legal experts said that the case would rest on the relative strength of the contractual assurances given to RBS, set against Hicks and Gillett's rights as shareholders, secured under section 168 of the Companies Act, to constitute the board.
"If the High Court upholds the validity of the RBS undertakings then it is likely to grant an injunction preventing Hicks and Gillett from using their powers to remove directors from the boards of the relevant companies. Ayre and Purslow would then be reappointed to the boards and would be free to approve the sale," said Ian Lynam, a partner specialising in the sports industry at Charles Russell LLP.