EGM/AGM

[Geoff Kilpatrick]

I'm just thinking out loud here and wondering if our small shareholders still have the means to call an EGM and hold these charlatans dissembling over the wage debacle to account.

[Charlie-Brown]

An egm usually requires 25% i think GK?

[Geoff Kilpatrick]

An egm usually requires 25% i think GK?

 

I'm sure it only takes 10% but I'm prepared to be proven wrong on that.

 

What I'm not sure of is how the debt for equity swap affects that.

[3inaBednar]

I've still got shares, count me in!!!

 

Time to remove this regime and start afresh wherever that may have to be.

[Nucky Thompson]

I've still got shares, count me in!!!

 

Time to remove this regime and start afresh wherever that may have to be.

Do you think the few worthless shares that ordinary fans hold are going to be enough to remove this regime:rolleyes:

[brownkg]

Sadly though UKIO/VLAD own 95% of the company now so I don't know where we would get the extra 5% from even if we could all pull togehter

[Guest JamboRobbo]

I too have shares and would be up for whatever a group of Hearts fans wanted to do within reason.

 

But, correct me if I'm wrong, didn't Vlad move up to like 95% or something when he did the 12M share issue recently?

[Rawrrrrrrr]

Whilst there are protection of minority rules an EGM would be pointless as romanov would win any resolution.

 

The companies act offers some protection but a court would just make romanov buy out the minority

 

They have probably done enough for us to have them dsqualified from running a company though if anyone has the money for a decent lawyer

[Geoff Kilpatrick]

Whilst there are protection of minority rules an EGM would be pointless as romanov would win any resolution.

 

The companies act offers some protection but a court would just make romanov buy out the minority

 

They have probably done enough for us to have them dsqualified from running a company though if anyone has the money for a decent lawyer

 

Undoubtedly, but it may be one way at least of forcing the issue with them.

 

Again though, I'm not sure how the debt for equity swap affects the rights of the minority shareholders. If it didn't change the rights, as was suggested at the time, then for all intents and purposes an EGM could be called.

[Colonel Kurtz]

Undoubtedly, but it may be one way at least of forcing the issue with them.

 

Again though, I'm not sure how the debt for equity swap affects the rights of the minority shareholders. If it didn't change the rights, as was suggested at the time, then for all intents and purposes an EGM could be called.

 

You need 10% for the EGM to take place,but I have been involved in the past in similar cases ,and normally the threat and the publicity of shareholders trying to call an EGm is sufficient.

You also need to have a reasonable objective and to couch this in temperate language.

I would suggest asking for a Scottish figurehead with finacial gravitas to be placed on the board to protect the interests and to allay the valid and sincere concerns of the minority shareholders.

playing the "we do not want to replace Mr Romanov or to aggravate the already fragile financial situation,however we feel our request will bring about shareholder unity and ensure the football clubs long term viability.

[Tom Heaney]

Whilst there are protection of minority rules an EGM would be pointless as romanov would win any resolution.

 

The companies act offers some protection but a court would just make romanov buy out the minority

 

They have probably done enough for us to have them dsqualified from running a company though if anyone has the money for a decent lawyer

 

In the words of the late James Sanderson ABSOLUTE POPPYCOCK

[Ribble]

Total non-sense!! A hacked together pile of pish from Barry frickin Anderson added to and embellished by the Sun without quotes or any attempt at substantiation and people are calling for an EGM???? have a word ffs!!

[Tom Heaney]

Total non-sense!! A hacked together pile of pish from Barry frickin Anderson added to and embellished by the Sun without quotes or any attempt at substantiation and people are calling for an EGM???? have a word ffs!!

 

I dont buy the rag (The Sun) but who was the reporter ?

[Ribble]

Robert Martin, story complete with Vlad photoshopped to look like the grinch and headline 'Vlad steals Xmas' !

[Guest JamboRobbo]

Total non-sense!! A hacked together pile of pish from Barry frickin Anderson added to and embellished by the Sun without quotes or any attempt at substantiation and people are calling for an EGM???? have a word ffs!!

 

[Colonel Kurtz]

Total non-sense!! A hacked together pile of pish from Barry frickin Anderson added to and embellished by the Sun without quotes or any attempt at substantiation and people are calling for an EGM???? have a word ffs!!

 

said the Enron spokesman.

Things are grim,there will be another casualty in george Street today .

Lets pretend its not true

[Ribble]

said the Enron spokesman.

Things are grim,there will be another casualty in George Street today .

Lets pretend its not true

 

Not pretending anything, there may well be huge financial problems at UBIG/HMFC but until there is something other than a Banderson 'exclusive' I'm going to run about slashing my wrists and screaming for an EGM !!

[Rawrrrrrrr]

In the words of the late James Sanderson ABSOLUTE POPPYCOCK

 

 

1. S172 to promote the success of the company - directors must continue to act in a way that benefits the shareholders as a whole, but there is now an additional list of non-exhaustive factors to which the directors must have regard. This was one the most controversial aspects of the new legislation at the drafting stage. These factors are:
   
2. the long term consequences of decisions
   
3. the interests of employees
   
4. the need to foster the company's business relationships with suppliers, customers and others
   
5. the impact on the community and the environment
   
6. the desire to maintain a reputation for high standards of business conduct
   
7. the need to act fairly as between members
   

S173 to exercise independent judgment - directors must not fetter their discretion to act, other than pursuant to an agreement entered into by the company or in a way authorised by the company's articles

1. S174 to exercise reasonable care, skill and diligence - this must be exercised to the standard expected of
   
2. someone with the general knowledge, skill and experience reasonably expected of a person carrying out the functions of the director (the objective test) and also
   
3. the actual knowledge, skill and experience of that particular director (the subjective test)
   

S175 to avoid conflicts of interest - methods for authorising such conflicts by either board or shareholder approval are also to be introduced

 

S176 not to accept benefits from third parties

 

S239 The shareholders' ability to ratify any conduct of a director (including breach of duty, negligence, default or breach of trust) will be regulated by the statute, although S 239.7 leaves the door open for common law principles, previously the only guide on this. Under the Act, directors who are also shareholders, or persons connected to them, will not be entitled to vote in relation to any ratification resolution concerning their actions.

 

Think a decent company lawyer could make a good argument about all of the above.

 

S239 is the most interesting as I think a good argument could be made that Vlad's/Ubigs shareholding would be unable to vote in a resolution to get rid of most of the directors. Shame they probably have too much of the shares to actuall y bring one:(

[Tom Heaney]

1. S172 to promote the success of the company - directors must continue to act in a way that benefits the shareholders as a whole, but there is now an additional list of non-exhaustive factors to which the directors must have regard. This was one the most controversial aspects of the new legislation at the drafting stage. These factors are:
   
2. the long term consequences of decisions
   
3. the interests of employees
   
4. the need to foster the company's business relationships with suppliers, customers and others
   
5. the impact on the community and the environment
   
6. the desire to maintain a reputation for high standards of business conduct
   
7. the need to act fairly as between members
   

S173 to exercise independent judgment - directors must not fetter their discretion to act, other than pursuant to an agreement entered into by the company or in a way authorised by the company's articles

1. S174 to exercise reasonable care, skill and diligence - this must be exercised to the standard expected of
   
2. someone with the general knowledge, skill and experience reasonably expected of a person carrying out the functions of the director (the objective test) and also
   
3. the actual knowledge, skill and experience of that particular director (the subjective test)
   

S175 to avoid conflicts of interest - methods for authorising such conflicts by either board or shareholder approval are also to be introduced

 

S176 not to accept benefits from third parties

 

S239 The shareholders' ability to ratify any conduct of a director (including breach of duty, negligence, default or breach of trust) will be regulated by the statute, although S 239.7 leaves the door open for common law principles, previously the only guide on this. Under the Act, directors who are also shareholders, or persons connected to them, will not be entitled to vote in relation to any ratification resolution concerning their actions.

 

Think a decent company lawyer could make a good argument about all of the above.

 

S239 is the most interesting as I think a good argument could be made that Vlad's/Ubigs shareholding would be unable to vote in a resolution to get rid of most of the directors. Shame they probably have too much of the shares to actuall y bring one:(

 

Prancer there is no chance that this could be put in place, none whatsoever, they own 95% of the company and if you believe that they could be removed you are getting all caught up in Santa Clause time of the year.

[Rawrrrrrrr]

Prancer there is no chance that this could be put in place, none whatsoever, they own 95% of the company and if you believe that they could be removed you are getting all caught up in Santa Clause time of the year.

 

 

Don't get me wrong, I doubt we would win, just a case of there is probably enough there to drag romanov and his co-horts through very long embarassing court cases and if we did kick up enough of a fuss it may encourage them to start acting a bit better or look for an exit strategy.