something i took from the legal thread i just started nice to see how the judge sees Ms seppalla!!! and a few lines of how they may of broke the law!
The breaches by CCFC Ltd and CCFCH Ltd were acknowledged by the Football League as serious; hence the transfer embargo. So it makes no sense to think that life will be better with the proposed new owner as they too are in breach of the law – so much so that on 23rd April, Companies House announced, with a statutory notice in the London Gazette, that they were beginning the statutory process to strike Otium Entertainment Group Ltd off the register of companies.
But “common sense” isn’t relevant when the decision as to whether a proposed director or owner is fit and proper is down to written rules.
What do the Rules say?
I said at the start that the Football League Rules define a “club” as “any Association Football club which is, from time to time, a member of The League”.
It expands this definition for the purpose of the Owners and Directors Test, to say that “club” includes “any associated undertaking, fellow subsidiary undertaking, group undertaking, parent undertaking or subsidiary undertaking of such club.”
This is important, because the Rules go on to define who is covered by the term “directors” – and it is much wider than you think. Under Football League Rules, a director is not only the statutory directors and any shadow directors as defined in the Companies Act 2006, and any directors registered with Companies House and people elected to become directors by the board of members, but also: “a person in accordance with whose directions or instructions the persons constituting the management of the Club are accustomed to act” and “a person who exercises or is able, legally or beneficially, to exercise Control over the affairs of the Club.”
This means that it is not just the directors of the immediate owning company – which would be Otium Entertainment Group should the sale go through – but also the directors of all the companies detailed above, whether in the UK, the Cayman Islands or British Virgin Islands.
The test that the directors must meet is laid out in Appendix Four of the Rules.
The most interesting of the rules is is “disqualifying condition (e)”. I use the word “interesting” rather than “relevant” deliberately. Disqualifying condition (e) relates to criminal convictions and I make no accusation, inference or suggestion that any of the companies or directors have any criminal convictions.
But it is interesting because it specifies the type of offence that would be relevant, including:
(i) dishonesty
The chief executive of CCFCH Ltd has made a number of statements which have subsequently proved to be untrue – including his description of CCFC Ltd as a “non-trading property subsidiary.”
(iii) perverting the course of justice
In 2005, Sisu Capital Fund Ltd and others sought to overturn a Company Voluntary Agreement on the basis that they claimed was “unfairly prejudicial” to their interests. In his judgment, Mr Justice Warren produced a structural diagram of the various companies involved which showed that it too was a complicated multi-layered cross-border undertaking. He described Sisu Company Secretary Joy Seppalla as “the least satisfactory of all the witnesses”, saying: “I fear Ms Seppala has a distorted recollection of some events … and, with the benefit of hindsight, has introduced a ‘spin’ which suits the Applicants’ case. She is also prone to exaggerate – the Respondents would characterise it as lying, but I give her the benefit of the doubt on that.”
He added: “She is, I am quite sure, an astute and effective business woman. I totally reject her description of herself as naïve. I am quite sure that she was closely involved in developments as the representative of SISU as a Committee Creditor” ([2005] EWHC 2170 (Ch)).
It is important to stress that judges often indicate the strength or weaknesses of particular witnesses; and Mr Justice Warren did not seek to accuse Ms Seppalla of perverting the course of justice.
n this i really do not know but wish something had been said alot earlier to sort this mess out like you suggested torchy