Fri Jul 29, 2022 2:15 pm
Fri Jul 29, 2022 2:28 pm
Fri Jul 29, 2022 3:16 pm
Fri Jul 29, 2022 3:34 pm
Fri Jul 29, 2022 3:43 pm
Abergavenny wrote:I never knew why Isaccs thought he could win this case
Fri Jul 29, 2022 3:47 pm
Fri Jul 29, 2022 4:42 pm
Fri Jul 29, 2022 6:17 pm
Fri Jul 29, 2022 6:30 pm
Wayne S wrote:Why "regrettably"?.
Sounds biased.
Fri Jul 29, 2022 7:57 pm
Fri Jul 29, 2022 8:25 pm
Aramore wrote:Wayne S wrote:Why "regrettably"?.
Sounds biased.
Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.
Fri Jul 29, 2022 8:41 pm
Bakedalasker wrote:Aramore wrote:Wayne S wrote:Why "regrettably"?.
Sounds biased.
Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.
That's exactly what it is.
Tan has doe nothing wrong legally. So how can the judge go against him. Basically the Judge is saying Tan is a c**t and this is what Isaac wanted out of the case.
Fri Jul 29, 2022 11:32 pm
Sat Jul 30, 2022 7:22 am
Sven wrote:Isaac was greedy, held out in the hope of more and Tan's dilution put the block on that. Bitterness and anger followed, a Court case ensued and he (Isaac) lost because Tan did nothing illegal...
Who/what/why Tan is may be a subject of its own; but the legal system has (as expected) vindicated his actions and we now have bigger fish to fry with the new season and the Sala judgement imminent
Sat Jul 30, 2022 8:50 am
Sat Jul 30, 2022 9:28 am
wez1927 wrote:Sven wrote:Isaac was greedy, held out in the hope of more and Tan's dilution put the block on that. Bitterness and anger followed, a Court case ensued and he (Isaac) lost because Tan did nothing illegal...
Who/what/why Tan is may be a subject of its own; but the legal system has (as expected) vindicated his actions and we now have bigger fish to fry with the new season and the Sala judgement imminent
What people are missing here is Isaac was offered thr chance to invest more at the time but didn't as it says in the ruling 2.4 million but he didn't have the money, so basically he wanted tan to stump up the cash and his shares not to devalue
Sat Jul 30, 2022 9:30 am
Forever Blue wrote:Well that’s two court cases done out of the three and with the €15mill already put aside for the Sala case, that thankfully means No more having to worry now where the money will come from.
UPDATED:
Vincent Tan won his first court case regarding football.
Michael Isaccs was suing for the devaluation of his shares:
Tan was always going to win as said on here as the main / majority shareholder Tan voted for more shares to be made whicj devalued the existing shares, that happens in all public shares etc.
Many fans had theirs devalued including myself, but that’s exactly how it has always been and is the law.
Isaccs was never going to win.
But the judge awarding the case to Tan, did not make good comments on how it was done by Tan and says yes it was legal but was not happy in how all the circumstances came about and how it was over all done
Steve Borley:
"Well, I did survive that position of being a Director, because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. “
Unfair Prejudice: Discussion and Conclusions:
Mr Tan
There is first the question of whether Mr Tan's conduct in and of itself is capable of amounting to unfair prejudice in the conduct of the Company's affairs. I think not. That is essentially for two reasons.
The first reason is that I do not regard the acts of Mr Tan which are sought to be impugned as amounting to conduct of the Company's affairs. Section 994 is engaged only where "the company's affairs are or have been conducted" in an unfairly prejudicial manner. In Re Unisoft Group Ltd (No. 3) [1994] 1 BCLC 609, p. 623, Harman J drew a distinction between the acts or conduct of a company and the acts or conduct of a shareholder in his private capacity: the former are within section 994 but the latter are not. Thus, as the editors of Minority Shareholders – Law Practice and Procedure (6th Edn.) point out (at 6.22), there is a difference between the exercise of a member's votes, which is a private and personal act, and the passing of a resolution at a general meeting, which is an act of the company.
Here, it seems to me that what is really alleged against Mr Tan is that he used his position as majority shareholder in, and major lender to, the Company and the Club in order to put pressure on the Board to accede to his demands and thus get his own way. Even if he did, however, I do not see that those matters in and of themselves amount to conduct of the Company. Rather, they are matters which are personal and private to Mr Tan himself. He was entitled, qua shareholder and creditor, to seek to exercise such commercial pressure as was at his disposal in his own interests. In doing so, it seems to me he was acting on his own account, and so whatever he chose to do or not do cannot properly be characterised as the conduct of the Company's affairs. What was certainly an act of the Company was the way in which the Board reacted to the steps taken by Mr Tan: but that is a different matter.
The second (and related) reason is this. I do not detect anything unlawful or unconscionable in Mr Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Mr Isaac.
Here we must be a little careful. In his submissions on behalf of Mr Isaac, Mr Reade QC pressed me to accept that what Mr Tan did was unfair. I agree it was unfair in the moral sense. Based on my findings above, it seems to me it was vindictive and unpleasant behaviour, and is to be deprecated. But to say something is unfair in that sense is not the same as saying it is unfair or unconscionable in the legal sense, because one can behave unpleasantly and unfairly (and people often do) without behaving unlawfully.
I accept, as Mr Reade QC also submitted, that the jurisdiction under CA s.994 is a broad one, but to state that as a general proposition really takes one no further. There are boundaries, and as Lord Hoffmann explained in his speech on O'Neill v. Phillips [1999] 1 WLR 1092 at p. 1098D, the concept of fairness under s.994 must be applied judicially and the content given to it must be based on rational principles. Moreover, context is everything and, in the context of a s.994 petition, the context is an association of persons together for an economic purpose, usually with some degree of formality, including that "[t]he terms of the association are contained in the articles of association and sometimes collateral agreements between the shareholders" (p. 1098G). Thus (p. 1098H-1099A):
Sat Jul 30, 2022 9:32 am
Sat Jul 30, 2022 9:39 am
Sven wrote:I also thought Steve Borley came out if this well and it shows him to be the true Bluebird we know he is...![]()
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"Dealing with the question of his independence, Mr Reade QC also put to Mr Borley the point that if he had disagreed with Mr Tan, then his fate as a director would have been sealed, like that of Mr Isaac. Mr Borley gave the following response:
"Well, I did survive that position because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view.![]()
Whether others accept it, or not, that is their position. Being a director, or being in a meeting, you have to contribute, and if you are not contributing either towards the running of the club or to the purpose of the meeting, what is the purpose of being there, my Lord?
So if they no longer wanted me there, I am sure my wife and my family would love to have me back, because doing 25 years in football, I have sacrificed my weekends, I have sacrificed my children growing up and I have sacrificed my grandkids, all for the fact that I have given 25 years of my life towards this football club, my Lord."
Sat Jul 30, 2022 9:41 am
Sven wrote:Forever Blue wrote:Well that’s two court cases done out of the three and with the €15mill already put aside for the Sala case, that thankfully means No more having to worry now where the money will come from.
UPDATED:
Vincent Tan won his first court case regarding football.
Michael Isaccs was suing for the devaluation of his shares:
Tan was always going to win as said on here as the main / majority shareholder Tan voted for more shares to be made whicj devalued the existing shares, that happens in all public shares etc.
Many fans had theirs devalued including myself, but that’s exactly how it has always been and is the law.
Isaccs was never going to win.
But the judge awarding the case to Tan, did not make good comments on how it was done by Tan and says yes it was legal but was not happy in how all the circumstances came about and how it was over all done
Steve Borley:
"Well, I did survive that position of being a Director, because I did disagree with something Mr Tan did not want, and, as I said, I have always taken the view that I am a non-executive director, I speak my mind, I give my view. “
Unfair Prejudice: Discussion and Conclusions:
Mr Tan
There is first the question of whether Mr Tan's conduct in and of itself is capable of amounting to unfair prejudice in the conduct of the Company's affairs. I think not. That is essentially for two reasons.
The first reason is that I do not regard the acts of Mr Tan which are sought to be impugned as amounting to conduct of the Company's affairs. Section 994 is engaged only where "the company's affairs are or have been conducted" in an unfairly prejudicial manner. In Re Unisoft Group Ltd (No. 3) [1994] 1 BCLC 609, p. 623, Harman J drew a distinction between the acts or conduct of a company and the acts or conduct of a shareholder in his private capacity: the former are within section 994 but the latter are not. Thus, as the editors of Minority Shareholders – Law Practice and Procedure (6th Edn.) point out (at 6.22), there is a difference between the exercise of a member's votes, which is a private and personal act, and the passing of a resolution at a general meeting, which is an act of the company.
Here, it seems to me that what is really alleged against Mr Tan is that he used his position as majority shareholder in, and major lender to, the Company and the Club in order to put pressure on the Board to accede to his demands and thus get his own way. Even if he did, however, I do not see that those matters in and of themselves amount to conduct of the Company. Rather, they are matters which are personal and private to Mr Tan himself. He was entitled, qua shareholder and creditor, to seek to exercise such commercial pressure as was at his disposal in his own interests. In doing so, it seems to me he was acting on his own account, and so whatever he chose to do or not do cannot properly be characterised as the conduct of the Company's affairs. What was certainly an act of the Company was the way in which the Board reacted to the steps taken by Mr Tan: but that is a different matter.
The second (and related) reason is this. I do not detect anything unlawful or unconscionable in Mr Tan acting in the way he did, even if he was motivated by a personal feeling of vindictiveness against Mr Isaac.
Here we must be a little careful. In his submissions on behalf of Mr Isaac, Mr Reade QC pressed me to accept that what Mr Tan did was unfair. I agree it was unfair in the moral sense. Based on my findings above, it seems to me it was vindictive and unpleasant behaviour, and is to be deprecated. But to say something is unfair in that sense is not the same as saying it is unfair or unconscionable in the legal sense, because one can behave unpleasantly and unfairly (and people often do) without behaving unlawfully.
I accept, as Mr Reade QC also submitted, that the jurisdiction under CA s.994 is a broad one, but to state that as a general proposition really takes one no further. There are boundaries, and as Lord Hoffmann explained in his speech on O'Neill v. Phillips [1999] 1 WLR 1092 at p. 1098D, the concept of fairness under s.994 must be applied judicially and the content given to it must be based on rational principles. Moreover, context is everything and, in the context of a s.994 petition, the context is an association of persons together for an economic purpose, usually with some degree of formality, including that "[t]he terms of the association are contained in the articles of association and sometimes collateral agreements between the shareholders" (p. 1098G). Thus (p. 1098H-1099A):
Annis, I agree; regardless of the background, this is good news for the club financially and another threat lifted...
Sat Jul 30, 2022 9:43 am
Sat Jul 30, 2022 10:08 am
pembroke allan wrote:Bakedalasker wrote:Aramore wrote:Wayne S wrote:Why "regrettably"?.
Sounds biased.
Having spent far too long reading it it's because the judge believes that morally Tan acted improperly but not legally.
That's exactly what it is.
Tan has doe nothing wrong legally. So how can the judge go against him. Basically the Judge is saying Tan is a c**t and this is what Isaac wanted out of the case.
Expensive way to call someone a C?
Sat Jul 30, 2022 10:10 am
Sven wrote:I see nowhere where the judgement calls Tan (quote somewhere above) a "c@@t" but it does talk of personal animosity; something most will have either had or received when 'falling out' with those we may have once been close(r) to
Sat Jul 30, 2022 10:15 am
Forever Blue wrote:From the beginning I said time and again that I believe Isaac had no chance .
So the verdict was not a surprise .
One interesting thing is that the judge said “regrettably” which I take to mean that Tan did not do the right and honorable thing but legally he was 100% in the right legally.
Two questions that are not clear to me :
(1) what about the costs ? Normally the loser (Isaac) has to pay costs ….did the judge bypass that because he felt Isaac was hard gone by or is it that now it remains open for Tan to ask for costs ?
(2) Does Tan actually have to pay Isaac £563.343 ? Or is it just that the judge valued it at that and Tan is not forced to buy ?
Sat Jul 30, 2022 11:32 am