oldskyblue58
CCFC Finance Director
I know it's another thread on the legals but what follows needs to be kept seperate. So stick with it. I will keep it factual as much as I can The only caveat is that I am not a barrister specialising in company law.
So the facts
A limited company in law is a separate legal entity. That is irrespective of another person or entity having significant or ultimate control. It is this legal separation that allowed our owners to move assets and liabilities around the group to safeguard assets or create liabilities. All perfectly legal.
Essentially a company and its directors are responsible for that company's actions or day to day operation. Day to day actions are not just the playing side for example . The whole concept of limited company is to place very limited liability rights or privileges on the shareholders
Limited companies are governed by the Companies Act 2006 and the contents of the company rules called the memorandum & articles. Not as Boddy so confidently asserted the shareholder act,( interesting that a shareholder act is an American thing)
The assets, liabilities rights privileges etc of CCFC are owned in their entirety by Otium entertainment group limited. That includes all registrations the golden share is registered to otium. All staff and players are employed by otium. CCFC is legally a trademark owned by otium. The total ownership is confirmed by the purchase agreement otium made with the administrator. Legally otium is the club, the legal entity. Ccfc is not a legal entity.
Any legal agreement, leases or tenancies etc are signed by legal entities. In the case of limited companies by the directors of those entities.
The shareholders of otium are not Sisu. Otium is owned by ARVO 9.9% and sbs&l 90.1%. The immediate control of otium comes from sbs&l. The entity with significant control is sisu. Sisu and otium are not the same thing but Sisu controls otium because otium are accustomed to acting on their instructions made on behalf of the mysterious investors. That does not make otium or its directors not liable for their own actions
The director of otium is fisher and for sbs&l are fisher & Deering. Limited companies require its directors to sign documents to make them binding and legal on its behalf. Those directors are required to act in the best interests of that particular company at the time of taking any decision for that company. Directors also need to act in the interests of the shareholders.
For example for solicitors to act for otium should require a letter of engagement to be signed by the director etc
Otium has a tenancy agreement at the ricoh arena. Not ARVO not sbs&l not Sisu.
The parties bringing the JR2 2 action are ARVO, sbs&l and otium against CCC with wasps and AEHC as interested parties.
It was stated in court that there is no financial benefit to any of the claimants from the JR2 . It is procedural and wants the sale agreement rewritten, a potential legal penalty against CCC and a huge payment from wasps to CCC.
Apparently the otium shareholder owners have taken this action and CCFC and its director have no control or influence over this. The shareholders in Otium are ARVO and sbs&l. Both are the remaining claimants in JR2. That does not absolve the directors of otium from their duties and responsibilities. Ultimately a directors solution for actions being taken or not taken they do not agree with is to resign.
Questions
If the only shareholders of otium are ARVO and sbs&l and it is shareholder owners that are bringing the action does otium entertainment group need to be involved at all? Does JR2 require otium and therefore Ccfc to be involved - it's not a claim for compensation
If there is no financial benefit or other benefit to otium and therefore Ccfc why is Otium involved
Sbs&l are the holding company of otium and therefore can act to protect its investment. That does not require otium entertainment group limited to bring any action does it ?.
Documents would have to be signed by directors to for example appoint solicitors to act on behalf of the companies involved (separate legal entities etc). So how could a director not know what was going on ?
Otium entertainment group is last in the ownership line of the group, gains no financial benefit from the JR2 actions, we told is not liable for any costs (not sure that stands up without formal court agreement). It appears that otium and therefore ""Ccfc" do not need to be involved in this particular action?
We are told the JR2 is brought by shareholder owners. Otium is neither ?
If otium was not involved or was removed from the action leaving ARVO and sbs&l to carry on then does it make it harder for wasps to say no talks with otium/ccfc? Afterall the deal to be at the ricoh would be between otium and wasps.
Is the reaction of wasps actually expected and relied on.
Remove otium from the action and doesn't that give all parties room to talk? There is no real reason for otium to be involved, legal action over JR2 can continue without otium it seems to me. I can only think that once more Ccfc is being used to distress another company's finances. Back fired last time I can't help thinking it will again.
So the facts
A limited company in law is a separate legal entity. That is irrespective of another person or entity having significant or ultimate control. It is this legal separation that allowed our owners to move assets and liabilities around the group to safeguard assets or create liabilities. All perfectly legal.
Essentially a company and its directors are responsible for that company's actions or day to day operation. Day to day actions are not just the playing side for example . The whole concept of limited company is to place very limited liability rights or privileges on the shareholders
Limited companies are governed by the Companies Act 2006 and the contents of the company rules called the memorandum & articles. Not as Boddy so confidently asserted the shareholder act,( interesting that a shareholder act is an American thing)
The assets, liabilities rights privileges etc of CCFC are owned in their entirety by Otium entertainment group limited. That includes all registrations the golden share is registered to otium. All staff and players are employed by otium. CCFC is legally a trademark owned by otium. The total ownership is confirmed by the purchase agreement otium made with the administrator. Legally otium is the club, the legal entity. Ccfc is not a legal entity.
Any legal agreement, leases or tenancies etc are signed by legal entities. In the case of limited companies by the directors of those entities.
The shareholders of otium are not Sisu. Otium is owned by ARVO 9.9% and sbs&l 90.1%. The immediate control of otium comes from sbs&l. The entity with significant control is sisu. Sisu and otium are not the same thing but Sisu controls otium because otium are accustomed to acting on their instructions made on behalf of the mysterious investors. That does not make otium or its directors not liable for their own actions
The director of otium is fisher and for sbs&l are fisher & Deering. Limited companies require its directors to sign documents to make them binding and legal on its behalf. Those directors are required to act in the best interests of that particular company at the time of taking any decision for that company. Directors also need to act in the interests of the shareholders.
For example for solicitors to act for otium should require a letter of engagement to be signed by the director etc
Otium has a tenancy agreement at the ricoh arena. Not ARVO not sbs&l not Sisu.
The parties bringing the JR2 2 action are ARVO, sbs&l and otium against CCC with wasps and AEHC as interested parties.
It was stated in court that there is no financial benefit to any of the claimants from the JR2 . It is procedural and wants the sale agreement rewritten, a potential legal penalty against CCC and a huge payment from wasps to CCC.
Apparently the otium shareholder owners have taken this action and CCFC and its director have no control or influence over this. The shareholders in Otium are ARVO and sbs&l. Both are the remaining claimants in JR2. That does not absolve the directors of otium from their duties and responsibilities. Ultimately a directors solution for actions being taken or not taken they do not agree with is to resign.
Questions
If the only shareholders of otium are ARVO and sbs&l and it is shareholder owners that are bringing the action does otium entertainment group need to be involved at all? Does JR2 require otium and therefore Ccfc to be involved - it's not a claim for compensation
If there is no financial benefit or other benefit to otium and therefore Ccfc why is Otium involved
Sbs&l are the holding company of otium and therefore can act to protect its investment. That does not require otium entertainment group limited to bring any action does it ?.
Documents would have to be signed by directors to for example appoint solicitors to act on behalf of the companies involved (separate legal entities etc). So how could a director not know what was going on ?
Otium entertainment group is last in the ownership line of the group, gains no financial benefit from the JR2 actions, we told is not liable for any costs (not sure that stands up without formal court agreement). It appears that otium and therefore ""Ccfc" do not need to be involved in this particular action?
We are told the JR2 is brought by shareholder owners. Otium is neither ?
If otium was not involved or was removed from the action leaving ARVO and sbs&l to carry on then does it make it harder for wasps to say no talks with otium/ccfc? Afterall the deal to be at the ricoh would be between otium and wasps.
Is the reaction of wasps actually expected and relied on.
Remove otium from the action and doesn't that give all parties room to talk? There is no real reason for otium to be involved, legal action over JR2 can continue without otium it seems to me. I can only think that once more Ccfc is being used to distress another company's finances. Back fired last time I can't help thinking it will again.
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