Forest 1-0 Wanderers

Norpig wrote:That's just semantics and a way for rich people to pass on the debts and not be liable personally when the shit hits the fan. He owns 94.5% of the shares in the club and has let down every single employee whether player or not with his actions.

It just won't sink in with some people will it?

It is not semantics, it is Company LAW!

Limited companies are LIMITED for a very good reason, and that is that an owners (or more accurately a SHARE holders) personal liability is limited to the value of the paid up shares they hold in that company.

Look at it another way, using your view of things if Anderson was responsible to find 94.5% of the debt outstanding the remaining 5,5% of shareholders of the club would be liable for the remaining 5.5% of the debt.

Say the debt is around £40m and there are say 5,000 small share holders then they would be required to find £2.2m or about £440 each.

Do you think those 5,000 small share holders would be thrilled to tip up £440 each for something they had no control over other than to make a small, probably sentimental, investment in a business in the first place?

That's why the law is such that those investing in a business are not 'punished' if the company fails.

The shareholders appoint the Directors of the company to oversee it is running in accordance of the law and the wishes of its shareholders.  If the company fails through illegal practices then the Directors are NOT protected by limited liability and can be personally liable for the total debt.

Anderson is of course a Director and IF the club has failed through something illegal that he's had his fingers in, then he could be made personally liable for all the losses.

Limited liability has been in operation for a century or more and not something invented last week to stop Anderson putting his hand in his pocket and paying the club debts personally!

Christ common sense alone should tell people that apart from the windfall for Madine's transfer we've made a trading loss each and every year for the last twenty years or so and have only been able to get by with Eddie Davies funding the shortfall.

With Eddie no longer here and Anderson not wishing to spend his personal wealth on a business losing money, that we were obviously going to hit the buffers sooner or later this season?

The club spends more than it gets in - it's as simple as that!!!

It's not really rocket science is it?

Norpig wrote:Well another defeat and no one actually cares, 30 defeats in a season!

We had more defeats than goals scored.

Deary me Sluffy, you are arguing with yourself to create a situation where you’re the only one talking sense.

Nobody is suggesting that Ken has a legal responsibility to pay so please give it a rest.

Your adoration for Anderson has blinded you. We don’t know the facts, until we do fans will build opinions based on the limited knowledge we have - and Anderson’s record doesn’t help him.

Can I clear up a few facts here about limited liability and what it means.
 Sluffy is more or less accurate apart from a few little issues. A shareholder has limited liability- but its limited to the amount NOT paid up on ordinary shares- not to the amount that they have subscribed for shares. Thus, suppose a share in a company has a nominal value ( that's the value specified in the Memorandum and Articles of Association - the company 'constitution') of £1. Shares have been issued and subscribers have paid in 75p per share and shares have been allocated to them. They have not as yet paid up the full nominal value of £1- therefore their liability is limited to 25p per share- the amount unpaid up to the nominal value. In many cases ( like Lloyds of London) they might never be asked for the 25p if the company doesn't need it.
Next the shareholders DO elect the company directors and agency theory and practice says that their duty is to carry out the will of the shareholders SUBJECT to the constraints imposed on them and companies by company law, statute and legal precedent.
The legal notion of the 'corporate veil' is important here. If directors continue to trade whilst knowingly insolvent ( difficult to prove) then they are guilty of s criminal offence- and its highly probable that Anderson might fall into this trap should the lawyers representing unpaid creditors  go down that route.
The corporate veil is a notion, a construct , that directors/companies hide behind and the law supports it but doesn't like it. Without being too technical there is a distinction in law between 'piercing' the corporate veil and 'lifting' the corporate veil and there is scope here for legal action to be taken against Anderson under this legal construct as he has  continued trading whilst he knew the company was essentially bankrupt. That exists at the moment as the company is still trading  and is insolvent.
If you want to ascertain the accuracy of all of this go and Google the following two cases, Salomon v. Salomon and then Lee v Lees Air Farming Ltd. Subsequent case law and statute is whittling down the strength and depth of these two cases( e.g. the Insolvency Act 1986).
However these are two mighty legal cases which support the idea of legal separation ( this is what Sluffy is generally referring to) which says a company is a separate legal identity with a persona in law which can sue and be sued, own assets and liabilities in its own right.. Its not precisely the idea of limited liability- but legal separation of shareholders and the company in which they own shares in.
Without trying to sound like a complete pedant on a bank Holiday Monday, limited liability has existed for about 400 years- the guilds developed it in the late 1500s, and it evolved from trust law which goes back about 300 years before that and was created by the Church to protect its property.
So Sluffy is correct. Leaving aside the moral argument as to whether Anderson, as the owner of the business should pay the bills from his own pocket, he has no personal liability for those debts as they belong to the company. What happens next is up to the lawyers to decide whether he had broken the law in continuing to trade.
Lesson over !!

For a finance rant, that was actually very interesting! Thanks Rammy.

rammywhite wrote:Can I clear up a few facts here about limited liability and what it means.
 Sluffy is more or less accurate apart from a few little issues. A shareholder has limited liability- but its limited to the amount NOT paid up on ordinary shares- not to the amount that they have subscribed for shares. Thus, suppose a share in a company has a nominal value ( that's the value specified in the Memorandum and Articles of Association - the company 'constitution') of £1. Shares have been issued and subscribers have paid in 75p per share and shares have been allocated to them. They have not as yet paid up the full nominal value of £1- therefore their liability is limited to 25p per share- the amount unpaid up to the nominal value. In many cases ( like Lloyds of London) they might never be asked for the 25p if the company doesn't need it.
Next the shareholders DO elect the company directors and agency theory and practice says that their duty is to carry out the will of the shareholders SUBJECT to the constraints imposed on them and companies by company law, statute and legal precedent.
The legal notion of the 'corporate veil' is important here. If directors continue to trade whilst knowingly insolvent ( difficult to prove) then they are guilty of s criminal offence- and its highly probable that Anderson might fall into this trap should the lawyers representing unpaid creditors  go down that route.
The corporate veil is a notion, a construct , that directors/companies hide behind and the law supports it but doesn't like it. Without being too technical there is a distinction in law between 'piercing' the corporate veil and 'lifting' the corporate veil and there is scope here for legal action to be taken against Anderson under this legal construct as he has  continued trading whilst he knew the company was essentially bankrupt. That exists at the moment as the company is still trading  and is insolvent.
If you want to ascertain the accuracy of all of this go and Google the following two cases, Salomon v. Salomon and then Lee v Lees Air Farming Ltd. Subsequent case law and statute is whittling down the strength and depth of these two cases( e.g. the Insolvency Act 1986).
However these are two mighty legal cases which support the idea of legal separation ( this is what Sluffy is generally referring to) which says a company is a separate legal identity with a persona in law which can sue and be sued, own assets and liabilities in its own right.. Its not precisely the idea of limited liability- but legal separation of shareholders and the company in which they own shares in.
Without trying to sound like a complete pedant on a bank Holiday Monday, limited liability has existed for about 400 years- the guilds developed it in the late 1500s, and it evolved from trust law which goes back about 300 years before that and was created by the Church to protect its property.
So Sluffy is correct. Leaving aside the moral argument as to whether Anderson, as the owner of the business should pay the bills from his own pocket, he has no personal liability for those debts as they belong to the company. What happens next is up to the lawyers to decide whether he had broken the law in continuing to trade.
Lesson over !!

Thanks very much Rammy, I appreciate you going to the trouble to do so.

I've learned that stating facts are generally irrelevant to those who have decided already to blame Anderson for everything and anything without one shred of evidence to support their view.

Maybe folk will believe you better than they have believed me in regards to Anderson having no legal requirement to fund the losses at the club from his personal wealth.

I've no doubt Anderson is not a saint but it is still wrong to try and hang him because of it over a crime he hasn't done - namely not subsidising the club personally like Eddie and other club owners did/do, from their own pocket.

As rammy said it may not be legal responsibility but morally he is a shitbag. He is prepared to let the club go to the wall just so he can claim to be a creditor. He owns 94.5% of the club so who else is responsible for this mess?
Oh and climb off that high horse Sluffy, you are so patronising it's painful.

Norpig wrote:As rammy said it may not be legal responsibility but morally he is a shitbag. He is prepared to let the club go to the wall just so he can claim to be a creditor. He owns 94.5% of the club so who else is responsible for this mess?
Oh and climb off that high horse Sluffy, you are so patronising it's painful.

The "responsibility for the mess" is how the COMPANY, BWFC, has dealt with it's income against expenditure and has absolutely nothing to do with how much Anderson has in his own personal pocket.

If you don't like the situation then blame 400 years of the legal system building up to what it is today and not me for simply trying to explain how things are.

Also when has business ever been about morals?

Otto Berman summed it up over 80 years ago - "Nothing personal, it's just business"!

I don't want to continually argue with you Sluffy but you honestly sound like you don't care about the club. 
This is not just a hypothetical problem and just business we are talking about here, it's our beloved club and i am gutted when i see what a mess we are in and what could potentially happen to us. I get the impression you don't feel the same, correct me if i'm wrong though.
You'll probably say i'm being overly emotional but that's what supporting my team means to me after over 30 years of going to watch them.

Sluffy wrote:I've learned that stating facts are generally irrelevant to those who have decided already to blame Anderson for everything and anything without one shred of evidence to support their view.

Maybe folk will believe you better than they have believed me in regards to Anderson having no legal requirement to fund the losses at the club from his personal wealth.

Yet again, nobody is arguing this. 

Where are these battles with 'anti-andersons' you constantly refer to actually taking place?

Norpig wrote:I don't want to continually argue with you Sluffy but you honestly sound like you don't care about the club. 
This is not just a hypothetical problem and just business we are talking about here, it's our beloved club and i am gutted when i see what a mess we are in and what could potentially happen to us. I get the impression you don't feel the same, correct me if i'm wrong though.
You'll probably say i'm being overly emotional but that's what supporting my team means to me after over 30 years of going to watch them.

Well I've been following them for over 50 years and long before you were even born.

I've even had the privilege to set up Nuts with Nat and RT, and put my hand in my pocket to help fund it since, simply so we can chat about the club, so I certainly don't get why you don't think it's future matters to me?

If it goes under it will certainly leave a massive hole in my life to fill from that time on.

Because I'm calm and analytical in my nature doesn't mean I'm not hurting to see how the club has been run under Anderson's tenure, he's clearly not a saint BUT that doesn't mean he's guilty of everything he's been accused of either.

No matter what people think the law says he is not responsible as the owner (owner of 94.5% of the company shares) to put his own personal money into the club to help it.

That is the fact of the matter and no calling me names or labelling me an Anderson lover is going to change that.

Fwiw, I believe the club will eventually be taken over and that there will more than likely be yet another adjournment at the winders court whilst a deal is completed by a syndicate which is backed by Eddies estate and includes Michael James.

I even think the ST will be a part of it - for no other reason than they have first dibs on the club when it is put into Admin (which it is going to have to be to wipe out some of the debt owing).

Going to be a long few months to come yet unfortunately.

I'll still be here though - Bolton till I die and all that.

That's more like it Sluffy, a bit of passion about BWFC, i will never agree with you on Kenocchio though 

Sluffy wrote:Because I'm calm and analytical in my nature doesn't mean I'm not hurting to see how the club has been run under Anderson's tenure, he's clearly not a saint BUT that doesn't mean he's guilty of everything he's been accused of either.

You've been neither calm, nor analytical in your attacks on any poster questioning Anderson over the past 3 years.

T.R.O.Y wrote:

Sluffy wrote:Because I'm calm and analytical in my nature doesn't mean I'm not hurting to see how the club has been run under Anderson's tenure, he's clearly not a saint BUT that doesn't mean he's guilty of everything he's been accused of either.

You've been neither calm, nor analytical in your attacks on any poster questioning Anderson over the past 3 years.

Or any supporting the ST.

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