Companies Act Section 441 and 551 (1 Viewer)

[Voice_of_Reason]

If the allegations turn out to be fact ie, that Otium, CCFC Ltd, CCFC H Ltd and SBS & L Ltd are in breach of the Companies Act Sections 441 and 451 (I understand a criminal offence) and a breach of Football League rules, did the Administrator mention this in his findings to the appropriate authorities when selecting his preferred bidder ?

 

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[Voice_of_Reason]

If the allegations turn out to be fact ie, that Otium, CCFC Ltd, CCFC H Ltd and SBS & L Ltd are in breach of the Companies Act Sections 441 and 451 (I understand a criminal offence) and a breach of Football League rules, did the Administrator mention this in his findings to the appropriate authorities when selecting his preferred bidder ?

Typo, sections 441 and 451 (not 551).

 

[fernandopartridge]

It's irrelevant as the Football League would already be aware of the breach (remember they imposed a transfer embargo on the club because of it).

 

[Voice_of_Reason]

It's irrelevant as the Football League would already be aware of the breach (remember they imposed a transfer embargo on the club because of it).

This was several months ago, yet still not complied !

 

[Voice_of_Reason]

This was several months ago, yet still not complied !

They may not have known that Otium is also (alledged) non compliant with Secions 441 and 451 though !

 

[ccfcway]

Typo, sections 441 and 451 (not 551).

funny i was about to pick that up...

A classic mistake amongst us trained company practitioners and insolvency lawyers on this site.

Remember the days of Borrowdale or Marcus Hall at left back on Saturday ?

 

[psgm1]

E-mail sent to the Football league. Nothing will happen, expect the usual gunf however the more voices the merrier! At the very least they cannot claim they weren't aware of the status of Otium!



Please could you confirm if you are aware that Otium (the recently announced preferred bidder for Coventry City Football Club) is currently in breach of the Companies Act Sections 441 and 451, itself a criminal offence as I understand it? Also are you aware that Otium is currently in the process of being struck off from the register of companies?

As such does this constitute a breach of the football league rules pertaining to the Fit & proper persons test. I appreciate you might be unable to respond on individual cases, but could you confirm that any company that is currently in breach of common law is wholly unsuitable to be considered a fit & proper person to run a football club?

Considering the Football League ultimately has a duty of care not only to the fans of specific clubs within the league infrastructure, but also to the integrity of the game as well, surely even considering to allow such a company is wholly inappropriate, and is a betrayal of the trust placed in the league.

I trust that the league considers the honour and the integrity of the league to be sacrosanct, and allowing Otium to circumvent league rules like this and take control of a club, when they are on the brink of being struck off from the register of companies!

I await your response.

 

[skyblueref]

Look, I have no idea on all of this but surely if they are committing a criminal offence then we can take Otium to court for the breach and also The Football League for allowing this to take place. I'm sure we have a few people in this profession with the ability and organisation to do something about this??? Like I said, I have no knowledge in this area?

 

[njdlawyer]

If the allegations turn out to be fact ie, that Otium, CCFC Ltd, CCFC H Ltd and SBS & L Ltd are in breach of the Companies Act Sections 441 and 451 (I understand a criminal offence) and a breach of Football League rules, did the Administrator mention this in his findings to the appropriate authorities when selecting his preferred bidder ?

Section 448 of the Companies Act exempts dormant subsidiaries from filing accounts in certain prescribed circumstances. Since Odious did not, it would seem, trade during the relevant financial year they are likely to fulfil the "dormant" criteria

I think people need to be careful before making allegations to the FL etc that are likely to be easily refuted - it makes the case look weak. We should also remember that whatever else SHITSU may be they are not naive business people. The likelihood of them overlooking something as fundamental as this is remote. They have an army of expensive accountants and lawyers to ensure that they do not make the kind of errors that are being suggested.

If the FL do give full approval to Odious / SHITSU and groundshare then Judicial Review is the only (realistic) legal course open

Whilst letters such as the one above are written with the best of intentions it may be counter-productive to make inaccurate or unsubstantiated accusations

Odious being struck off the company register would help though for all the above reasons it is unlikely to happen

 

[Bill Glazier]

It's irrelevant as the Football League would already be aware of the breach (remember they imposed a transfer embargo on the club because of it).

So why have they approved Otium?

 

[fernandopartridge]

So why have they approved Otium?

I was talking in respect of the CCFC Ltd.

Are you saying they should have withdrawn their approval of CCFC Ltd and kicked them out of the league?

 

[japandy]

Great thread.

VofR the FL have a system that is NON-legal binding and they decide whether a company is 'fit' not through any legal requirement but that the said company 'fit' their criteria. It's like the police have their own system for regulating their staff's actions.

I have said before and now I believe it is so important that EVERY club have a trust - each trust pay £1000 and that money goes to employ 2 full time lawyers and 2 student part timers. Their job is to step in when it is required.

Why is this so?

1. How can a company/team go into administration but then hire the administrator and then take over the company/team again. IF this is NOT law then it should be the 'Trusts' legal requirement.

2. The FA and FL have their 'bodies' to protect their members but we supporters have no such body. In this country alone we could get 1 million members who elect a president and council to oversee supporters' rights. As mentioned above we can employ professional lawyers to assist with making OUR laws and regulations.
(Why should we fans be controlled by a body that has no interest in our rights? If there were no fans there would be no Sky TV or BBC interest.


I suggest WE CCFC form a 'Trust' that has funds to work towards employing a lawyer

 

[Voice_of_Reason]

Great thread.

VofR the FL have a system that is NON-legal binding and they decide whether a company is 'fit' not through any legal requirement but that the said company 'fit' their criteria. It's like the police have their own system for regulating their staff's actions.

I have said before and now I believe it is so important that EVERY club have a trust - each trust pay £1000 and that money goes to employ 2 full time lawyers and 2 student part timers. Their job is to step in when it is required.

Why is this so?

1. How can a company/team go into administration but then hire the administrator and then take over the company/team again. IF this is NOT law then it should be the 'Trusts' legal requirement.

2. The FA and FL have their 'bodies' to protect their members but we supporters have no such body. In this country alone we could get 1 million members who elect a president and council to oversee supporters' rights. As mentioned above we can employ professional lawyers to assist with making OUR laws and regulations.
(Why should we fans be controlled by a body that has no interest in our rights? If there were no fans there would be no Sky TV or BBC interest.


I suggest WE CCFC form a 'Trust' that has funds to work towards employing a lawyer

Place your bets now on the possibility of SISU putting Otium into Administration in 12 - 18 months time for another SISU company buying it back ? What would the odds be ? It's possible based on what we know isn't it ?

 

[Godiva]

Place your bets now on the possibility of SISU putting Otium into Administration in 12 - 18 months time for another SISU company buying it back ? What would the odds be ? It's possible based on what we know isn't it ?

zero % chance that will happen.

 

[japandy]

Place your bets now on the possibility of SISU putting Otium into Administration in 12 - 18 months time for another SISU company buying it back ? What would the odds be ? It's possible based on what we know isn't it ?

True because SISU know everything about Banking but FA about football. They hide loses from other companies they have liquidated and will continue to do so until the FA, FL and government wise up.

Bankers are a crafty lot and lawyers are a sly lot so the combination is deadly. Add to that they are now involved in football, an industry reknowned for the fact if you possess one GCSE you are classed as being Eistein.

 

[SkyblueBazza]

E-mail sent to the Football league. Nothing will happen, expect the usual gunf however the more voices the merrier! At the very least they cannot claim they weren't aware of the status of Otium!

Well done PSGM1...very good email & post. You even resisted the historical urge you often display (re:Trust...though note you did still get "trust" in there ;-) )

 

[Samo]

Section 448 of the Companies Act exempts dormant subsidiaries from filing accounts in certain prescribed circumstances. Since Odious did not, it would seem, trade during the relevant financial year they are likely to fulfil the "dormant" criteria

I think people need to be careful before making allegations to the FL etc that are likely to be easily refuted - it makes the case look weak. We should also remember that whatever else SHITSU may be they are not naive business people. The likelihood of them overlooking something as fundamental as this is remote. They have an army of expensive accountants and lawyers to ensure that they do not make the kind of errors that are being suggested.

If the FL do give full approval to Odious / SHITSU and groundshare then Judicial Review is the only (realistic) legal course open

Whilst letters such as the one above are written with the best of intentions it may be counter-productive to make inaccurate or unsubstantiated accusations

Odious being struck off the company register would help though for all the above reasons it is unlikely to happen

Yeh they would never make an error like that... or fail to notice a massive flaw in the rental agreement during due dilligence.

 

[njdlawyer]

Great thread.

VofR the FL have a system that is NON-legal binding and they decide whether a company is 'fit' not through any legal requirement but that the said company 'fit' their criteria. It's like the police have their own system for regulating their staff's actions.

I have said before and now I believe it is so important that EVERY club have a trust - each trust pay £1000 and that money goes to employ 2 full time lawyers and 2 student part timers. Their job is to step in when it is required.

Why is this so?

1. How can a company/team go into administration but then hire the administrator and then take over the company/team again. IF this is NOT law then it should be the 'Trusts' legal requirement.

2. The FA and FL have their 'bodies' to protect their members but we supporters have no such body. In this country alone we could get 1 million members who elect a president and council to oversee supporters' rights. As mentioned above we can employ professional lawyers to assist with making OUR laws and regulations.
(Why should we fans be controlled by a body that has no interest in our rights? If there were no fans there would be no Sky TV or BBC interest.


I suggest WE CCFC form a 'Trust' that has funds to work towards employing a lawyer

As my name on this site suggests I am a lawyer and like most in my profession would be only too pleased to accept a fee but what I have tried to highlight on this (and other) threads is that if anyone, in any context, goes to law they should do so in a targetted fashion and only if they have a case they are likely to win. Only SHITSU / Odious / Appleton and the other bidders know what went on and what was offered. From the outside it looks likely that using the strict criteria that Appleton was legally required to follow Odious probably was the "best" offer so it is unlikely that there would be any sustainable cause of action in regard to that.

The FL as I understand it have not actually sanctioned / authorised / licenced the takeover yet but when (if?) they do that is when there may be a cause of action by way of Judicial Review

The point I am making is that it is no use talking about using lawyers "because the fans are ignored" or because some of us have bricks in the Ricoh Wall or because of the Memorial Garden. None of that matters a jot

The likelihood is that everything that SHITSU and Mr Appleton have done so far is perfectly legal. The argument (legal or otherwise) needs to be with the FL as to whether or not they are properly applying their own rules and regulations

Trust me, the SHITSU / Odious lawyers will have squared off every little legal nuance and none of us are suddenly going to find something they have missed. So we should stop wasting time trying and concentrate on FL.....

 

[Voice_of_Reason]

My comments relate not only to Otium being in breach, dormant or not, but to other companies under the SISU umbrella also being in breach of Sections 441 and 451. CFCF Holdings Ltd and Sky Blue Sports and Leisure are certainly active ! The CEO of Otium is Tim Fishers and also a Director of the active companies.

 

[njdlawyer]

Yeh they would never make an error like that... or fail to notice a massive flaw in the rental agreement during due dilligence.

There was no flaw in the rental agreement. It was completed before they took over and was all perfectly legal. They waited until it was too late to seek a renegotiation of terms but that is nowhere near the same as failing to notice a flaw or failing in due diligence

As my earlier post suggests there are arguments to be advanced but we need to pick the right ones...

 

[SonOfSnoz]

Sisu are experts at law! That's their business, as they showed the Council. Don't underestimate them!

 

[Voice_of_Reason]

Coventry City Football Club (Holdings) Limited, the holding company, laid claim to golden share and, I assume, responsible for Otium Ltd ? Should this be so, Holdings Ltd appears to be not only in contravention of the Companies Act Sections 441 and 451 AND the Football League's own rules but the CEO of both Companies might be liable under Section 451 in respect of Holdings Limited ?

 

[NorthernWisdom]

zero % chance that will happen.

Why so sure?

Do tell

 

[jesus-wept]

Are those two sections of the customs act criminal law, if they are any member of the public can complain to the police, whether it is followed up is another question. I wonder if the likes of ACL or CCC are waiting to see what becomes official and maybe then complain.

 

[SLOnAir]

Are those two sections of the customs act criminal law, if they are any member of the public can complain to the police, whether it is followed up is another question. I wonder if the likes of ACL or CCC are waiting to see what becomes official and maybe then complain.

First, we must be careful with terminology. I think you mean the Companies Act, not the Customs Act.

Second, many breaches of the Companies Act could lead to criminal proceedings, but it very rarely happens. The sanctions that apply more often range from warning letters to fines and, more seriously, to individuals being banned from being directors, usually for a limited time.

 

[cashless]

You seem to know a lot about this Stuart..

What we really want to know though is the dirt on Liz Kershaw so can you keep your posts to that please.

 

[FootyLawBlog]

Section 448 of the Companies Act exempts dormant subsidiaries from filing accounts in certain prescribed circumstances. Since Odious did not, it would seem, trade during the relevant financial year they are likely to fulfil the "dormant" criteria

I think people need to be careful before making allegations to the FL etc that are likely to be easily refuted - it makes the case look weak. We should also remember that whatever else SHITSU may be they are not naive business people. The likelihood of them overlooking something as fundamental as this is remote. They have an army of expensive accountants and lawyers to ensure that they do not make the kind of errors that are being suggested.

You have to apply to be a dormant company, it doesnt just happen automatically.

Otium Entertainment Group Ltd is listed as an active rather than a dormant company at Companies House.

 

[chiefdave]

SISU may be experts as law but that doesn't mean they can just break the law if they feel like it! Also worth remembering that the burden of proof required by footballing authorities has been shown in the past to be lower than that required by a court of law. SISU don't have to be beaten in court, just needs the FL to reject them. Sure SISU could take them to court but the courts have shown in the past (football creditors rules springs to mind) that they are reluctant to get involved in footballing matters.