Club Sale | It’s done!

[stw2022]

Meh, I don't think there's any real motive behind Jim buying us beyond dick measuring personally. Feels to me just like a bored billionaire that wants to buy a football club.

It's honestly perplexing to me this narrative seems to dominate. There's absolutely nothing to suggest Ratcliffe wants to buy us because he's a "bored billionaire" or wants a "legacy" project. And to be honest the more this line does the rounds the more I suspect that the motives are pernicious.

He's an active businessman looking to borrow billions of pounds to purchase a business asset. Are we to look at all of Ineos's investments and say "Aww, bless. It's because his daughter doesn't visit him that often. That's why he's bought this oil and gas firm. He's just bored"

This portrayal of him as some frail, benevolent old man in with his pipe and slippers just looking for something to do whist his beloved train set is undergoing repairs, is so bizarre and untrue.

"Trust me, I mean you no harm" says the snake oil salesman (almost literally) at the door as part of his pitch to your grandma


Besides anything else, banks don't lend billions because you're a 'bored billionaire'. Interest repayments on what he's looking to borrow ARE significant to the net 'spare' income Ineos has after its existing obligations have been met. They will have demanded and seen how Ratcliffe intends to increase revenues and leverage income to fund these repayments.

"He's just an old man looking for something to do in his retirement banks just gave a few billion quid to with zero assurances of any plan to increase revenues to pay for it" is literally the most abusrd part of the whole Ratcliffe involvement

 

[No Love]

Howard Nurse, is that you?

Veron then

 

[stevoc]

It's honestly perplexing to me this narrative seems to dominate. There's absolutely nothing to suggest Ratcliffe wants to buy us because he's a "bored billionaire" or wants a "legacy" project. And to be honest the more this line does the rounds the more I suspect that the motives are pernicious.

He's an active businessman looking to borrow billions of pounds to purchase a business asset. Are we to look at all of Ineos's investments and say "Aww, bless. It's because his daughter doesn't visit him that often. That's why he's bought this oil and gas firm. He's just bored"

This portrayal of him as some frail, benevolent old man in with his pipe and slippers just looking for something to do whist his beloved train set is undergoing repairs, is so bizarre and untrue.

"Trust me, I mean you no harm" says the snake oil salesman (almost literally) at the door as part of his pitch to your grandma


Besides anything else, banks don't lend billions because you're a 'bored billionaire'. Interest repayments on what he's looking to borrow ARE significant to the net 'spare' income Ineos has after its existing obligations have been met. They will have demanded and seen how Ratcliffe intends to increase revenues and leverage income to fund these repayments.

"He's just an old man looking for something to do in his retirement banks just gave a few billion quid to with zero assurances of any plan to increase revenues to pay for it" is literally the most abusrd part of the whole Ratcliffe involvement

Well that's what he says his motivation is. What do you think his motivations are?

I suspect there are far more sensible and safer ways to invest £5-6b than buying a football club in the most competitive league on the planet.

 

[Mou Mou Land]

The nature boy, Rick flair, was born in 1949 …. WOOOOO

I watched a documentary on him a few weeks ago. I never realised how sad his life had been, and that he misspelt his name because it looked a bit too foreign.

 

[FreakyJim]

Russians now have the atomic bomb.

 

[stw2022]

Well that's what he says his motivation is. What do you think his motivations are?

I suspect there are far more sensible and safer ways to invest £5-6b than buying a football club in the most competitive league on the planet.

He's an active billionaire who just a few months ago bought a huge oil and gas asset.

The ONLY reason why anyone's talking about 'friendly, pipe and slippers, grandpa Jim' as its the only way to throw people off suspicion about what taking on an enormous amount of debt will mean for our own finances.

He isn't going to run us for he lolz nor does any bank give someone billions of pounds to do it. Financial institutions would have demanded and seen plans to increase revenues, either ours or any future parent company's, to pay the debt interest. The fact all were told is "legacy project, he just wants something to do" I think everyone needs to be suspicious about

Stadium naming rights
Selling shares of future TV revenue income
Revising super league


All of these seem far more realistic than the idea he's borrowing billions because he wants a hobby

 

[Superden]

Well that's what he says his motivation is. What do you think his motivations are?

I suspect there are far more sensible and safer ways to invest £5-6b than buying a football club in the most competitive league on the planet.

Well if the Billionaire says so, then it must be true.

 

[Cloud7]

1949 - big year geopolitically:

• NATO established
• CCP takes over in China
• West Germany and East Germany are formally established
• Israel admitted to the UN

What do we do when the thread reaches page 2023?

 

[Castia]

Absolutely nothing happening is there

Generally feel like they could end up staying, there hasn’t been a new bid offered for about a month and we’re still no closer to getting the club sold.

What a mess

 

[stevoc]

Well if the Billionaire says so, then it must be true.

What are Jassim's motivations for wanting to buy United?

 

[Laurencio]

I hear what you say mate, but there will still be debt so how will we be able to fix Old Trafford and Carrington and still compete in the transfer market if they move around debt? Im sure INEOS shareholders wouldnt want to just give 1-2 billion quid to upgrade Stadium and training ground without seeing any returns.

When you are dealing with massive construction projects debt is not bad. Inflation, rising property prices and debt speculation eats the debt slowly but surely. You can even sell part of the debt on the open market and recieve favorable interest - which is what the Glazers have done.

What INEOS would likely do is absorb the debt into the parent company, which means the debt repayment isn't part of FFP. Infrastructure spending will likely also come from parent company debt. Which will be sold at very favorable interest rates. How that debt will be serviced is anyone's guess, but INEOS has nothing to gain from the debt being put on Man Utd as that would cause issues with FFP. That would be the most financially responsible way of handling the purchase of Man Utd by a for-profit organisation. Which is what INEOS is.

Let's not forget that there are mainly three issues with the way Man Utd is run.

1. The debt hinders spending because of FFP. Not because it makes us poor (it doesn't)

2. The Glazers have no interest in investing in infrastructure through their other companies because it doesn't generate more money, and they have no other company capable of handling the debt necessary to fund investment.

3. The Glazers run the club badly and without a clear direction, and with no football understanding.

Regardless of who ends up buying us these issues will very likely be resolved. The main difference between the Qataris and Ratcliffe is what they want as a return on their investment. This is evident in every plan laid out.

I know a lot of people are adamant that the Qatari bid isn't state-backed, but they are wrong - and there is nothing inherently bad about it. Because the Qataris are state-backed their main return on investment is prominence and influence of Qatar - that is what the investment is for. Which means they have no incentive to run the club with profit margins in mind - hence why they want to take the company private. INEOS however is a regular old company that will keep the company listed, and therefore have to consider profit margins and financial return on their investment, as they will have that responsibility to shareholders. Because of that, INEOS' plan also seems more complicated and less appealing, as the plan is far more financially prudent.

A state backed Qatari bid however, doesn't need to concern itself with financial prudency. They can take 3bn and pump it into infrastructure development without considering profitability. Their investment goal is reached when millions of Man Utd fans sing their praise for having resurrected a fallen giant, and people talk about them like City fans talk about their owners.

In terms of what is "best" for the club's ability to compete, it is a no contest - state backed wins every time. However it does come at a cost of being a sport washing project.

 

[KiD MoYeS]

not sure history paints Cromwell as evil... didn't see the Hitler thing. Also Leo Amery aimed it at Nev Chamberlain and gave Britain Churchill!

The man was tasked with the genocide of Irish Catholics!

 

[stevoc]

He's an active billionaire who just a few months ago bought a huge oil and gas asset.

The ONLY reason why anyone's talking about 'friendly, pipe and slippers, grandpa Jim' as its the only way to throw people off suspicion about what taking on an enormous amount of debt will mean for our own finances.

He isn't going to run us for he lolz nor does any bank give someone billions of pounds to do it. Financial institutions would have demanded and seen plans to increase revenues, either ours or any future parent company's, to pay the debt interest. The fact all were told is "legacy project, he just wants something to do" I think everyone needs to be suspicious about

Stadium naming rights
Selling shares of future TV revenue income
Revising super league


All of these seem far more realistic than the idea he's borrowing billions because he wants a hobby

I'm not saying I buy it simply because he says it either.

You'd imagine the naming rights would only be worth it if it was a new or highly redeveloped stadium. If there was money to be made from re-naming OT as it is the Glazers would have surely done it long ago. Ditto selling future TV income.

And the Super League is pretty much dead hence why the Glazers are selling up. They'd been banking on that for years

Again I'm no expert but borrowing £5-6b to overpay for a football club doesn't seem like the most sensible way to see a return on that money.

So there may well be motivations beyond simply making money.

 

[Superden]

What are Jassim's motivations for wanting to buy United?

Ones a self made Billionaire, the other has literally money to burn coming from the ground under his feet. I would assume their motivations / outlook on spending money are different. but as a rule of thumb, 'don't trust billionaires' is a maxim thats served me well.

 

[stevoc]

Ones a self made Billionaire, the other has literally money to burn coming from the ground under his feet. I would assume their motivations / outlook on spending money are different. but as a rule of thumb, 'don't trust billionaires' is a maxim thats served me well.

I don't, none of us have a clue what either of their motivations are beyond what the men themselves claim.

I was originally replying to a post that said we had no information to suggest Jim wants to buy United as a Legacy project.

 

[LordSpud]

I'm starting to accept the idea that they are staying. It's sad but this the Manchester United we all (us, rival fans, everyone etc) know now. I feel the damage is too far done. Just need to hope Ten Hag can work his magic again this season.

 

[Uncle Milty]

1949 was also when Pablo Escobar was born and when Einstein published something about general relativity - ‘Generalised Theory of Gravitation’.

 

[Laurencio]

I'm starting to accept the idea that they are staying. It's sad but this the Manchester United we all (us, rival fans, everyone etc) know now. I feel the damage is too far done. Just need to hope Ten Hag can work his magic again this season.

They are not turning down 6-7bn quid.

 

[LordSpud]

They are not turning down 6-7bn quid.

They're not being offered that amount.

 

[Laurencio]

They're not being offered that amount.

I thought the latest from the Qataris was 6bn?

 

[Moiraine]

Meh, I don't think there's any real motive behind Jim buying us beyond dick measuring personally. Feels to me just like a bored billionaire that wants to buy a football club.

Dick measuring is an important motive!

 

[Matriac]

But SJ wants to buy all the shares, so that changes the situation.

Why does that change the situation? The minority cannot force the majority to sell their shares? So if the majority for whatever reason does not want to sell to someone bidding for all the shares then they don't have to?

Even if the board has to make changes to the statutes to ensure whoever the Glazers (the majority) now sells their B shares to will retain the voting power of the B shares instead of converting to A shares, then the board is not doing anything that lowers the value of the A shares? They have always had less voting rights, the owners of A shares knew this when they bought the A shares?

The board has a duty to maximize the value of the shareholders shares, but the board cannot force a shareholder to sell their shares. Meaning if holders of B shares don't want to sell to someone if the share don't remain B shares for the new purchaser, then no value is lost for owners of A shares? They still have the same value they had previously?

All true except they Class B shares can't be sold as such outside the Glazer family without a board meeting where two thirds of the share holders vote to change the rules. And that would clearly not be in the interests of the Class A shareholders as it only benefits the INEOS bid. There's no need to change the rules for a Qatar buyout as they want all the shares anyway.

As I mentioned above (maybe not as eloquently as I should). The board cannot force someone to sell their shares? So if owners of Class B shares will not sell away their shares with majority voting power to any party without the shares retaining the same voting power for the purchaser, then no value is lost for owners of Class A shares? They still have the same value as previously?

It doesn't matter to the majority that the minority is not getting what they want?

The Glazers own 66.9% of the shares in the club, but have 95.16% of the voting power in the club. Meaning the board cannot do anything that the Glazers don't want.
The board must comply with what the majority voting power wants, or the board will be replaced. If the majority wants to make it so that owners of Class B shares can sell their Class B shares to Ratcliffe (or anyone else) without the shares converting to Class A shares, then the board can do that? No value is lost for the A shares compared to what they already had before any changes was made? No best interests are lost, cause they didn't already have those interests anyway?

And is rules regarding A and B shares even something the board has a say in? I would think the rules around this is governed by a Shareholders Agreement? Which is something the shareholders agree among themselves, which the board has no say in because it ultimately decides the mandate and powers given to the board?

Maybe I'm just not getting it, but I think it comes down to that if all the shareholders don't agree on something, then it's impossible for the board to act in everyone's best interests, since their interests differ. The board has to act in the way the majority wants, without hurting the value the minority already has. Moving the B shares and thus their voting power to another person/company does not alter the value the A shares had before the transaction?

 

[Tiber]

Big day 14 Thursday's from today

 

[alexthelion]

But if they accept Jim's offer then they are screwing over the minority shareholders, who they are supposed to treat equally

 

[Matriac]

He isn't going to run us for he lolz nor does any bank give someone billions of pounds to do it. Financial institutions would have demanded and seen plans to increase revenues, either ours or any future parent company's, to pay the debt interest. The fact all were told is "legacy project, he just wants something to do" I think everyone needs to be suspicious about

Stadium naming rights
Selling shares of future TV revenue income
Revising super league


All of these seem far more realistic than the idea he's borrowing billions because he wants a hobby

If Ineos goes to a bank/lending institution saying they want to borrow x amount of money and shows how Ineos will service this debt (paid by the existing revenues of Ineos existing business), then the bank/lending institution needs no say in how Ineos will spend this new money they are lending? If they try to tell Ineos how they can spend the money then Ineos will simply say no thanks and go to another bank/lending institution that is willing to lend them the money on the basis of how they show they can already service the new debt based on existing revenue.

It only matters to the shareholders of Ineos that Ineos spends the money they are lending in a matter that they agree with/is in their best interests.

And the shareholders of Ineos is Ratcliffe and his two mates. Nobody else. If those 3 agree that buying Manchester United is in their best interests, even if it's not profitable for Ineos, then they can just do that anyway.

 

[Matriac]

But if they accept Jim's offer then they are screwing over the minority shareholders, who they are supposed to treat equally

The board is supposed to treat shareholders equally. But the board isn't selling the shares.
The other shareholders does not have to treat the minority shareholders equally, they can do as they want, because they have the majority.

 

[NK86]

The board is supposed to treat shareholders equally. But the board isn't selling the shares.
The other shareholders does not have to treat the minority shareholders equally, they can do as they want, because they have the majority.

But this has been called out numerous times. Raine is not representing the Glazers, they are representing Man Utd. So how will the Glazers be selling their B shares to Ineos as a part of this process when it's clear that it's a part of the process to find alternative investment for Manchester United, including a full sale.

Unless they scrap this whole process and then initiate a different one to sell to Ineos in a separate transaction altogether which will again lead to the minority shareholders suing the Board for being prejudiced against them when considering both offers on the table.

 

[Matriac]

But this has been called out numerous times. Raine is not representing the Glazers, they are representing Man Utd. So how will the Glazers be selling their B shares to Ineos as a part of this process when it's clear that it's a part of the process to find alternative investment for Manchester United, including a full sale.

Unless they scrap this whole process and then initiate a different one to sell to Ineos in a separate transaction altogether which will again lead to the minority shareholders suing the Board for being prejudiced against them when considering both offers on the table.

Are we sure that Raine Group is hired by Manchester United the club/company, or by the owners/Glazers?

Looking at recent news articles they all seem to say that Raine Group have been employed by the Glazers as financial advisors to explore investments or sale of shares. Raine Group is not effecting the actual sale of shares, just handling negotiations and then advising the owners on what they should do. The owners can choose to ignore the advising from Raine Group.

Similarly Raine Group was hired by Abramovich to advise on the sale of Chelsea, not hired by Chelsea itself.

 

[Pexbo]

Are we sure that Raine Group is hired by Manchester United the club/company, or by the owners/Glazers?

Looking at recent news articles they all seem to say that Raine Group have been employed by the Glazers as financial advisors to explore investments or sale of shares. Raine Group is not effecting the actual sale of shares, just handling negotiations and then advising the owners on what they should do. The owners can choose to ignore the advising from Raine Group.

Similarly Raine Group was hired by Abramovich to advise on the sale of Chelsea, not hired by Chelsea itself.

Raine group is employed by the club. Rothschild are advising the Glazers personally.

Source

The Raine Group is acting as the Company’s exclusive financial advisor and Latham & Watkins LLP is legal counsel to the Company.

Rothschild and Co. is acting as exclusive financial advisor to the Glazer family shareholders.

 

[pocco]

Raine group is employed by the club. Rothschild are advising the Glazers personally.

Source

That last paragraph is interesting. Sounds like a statement that leaves the door open for Class A shareholders getting nothing as a result of a partial sale.

 

[pocco]

But if they accept Jim's offer then they are screwing over the minority shareholders, who they are supposed to treat equally

You poor innocent child.

 

[NotThatSoph]

He's an active billionaire who just a few months ago bought a huge oil and gas asset.

The ONLY reason why anyone's talking about 'friendly, pipe and slippers, grandpa Jim' as its the only way to throw people off suspicion about what taking on an enormous amount of debt will mean for our own finances.

He isn't going to run us for he lolz nor does any bank give someone billions of pounds to do it. Financial institutions would have demanded and seen plans to increase revenues, either ours or any future parent company's, to pay the debt interest. The fact all were told is "legacy project, he just wants something to do" I think everyone needs to be suspicious about

Stadium naming rights
Selling shares of future TV revenue income
Revising super league


All of these seem far more realistic than the idea he's borrowing billions because he wants a hobby

As is so often the case, when you say "people" it's actually only you.

 

[Rhyme Animal]

Raine group is employed by the club. Rothschild are advising the Glazers personally.

Source

That’s interesting. It adds a little more context to Jassim reportedly being annoyed and distrustful of the Raine Group, as if they’re supposed to be representing the best interests of the club, you’ve got a guy paying above what the club’s worth to ALL shareholders and pledging to clear the club’s debt.

On the other hand you’ve got a guy pledging to lick the Glazers’ nuts, feck off the other shareholders and mentioning nothing about helping the club.

If Raine are supposed to be looking after the club’s best interests, I’d be pretty frustrated too if I was offering the former.

One bidder is making pledges to the club, the other is making pledges to the Glazers.

 

[glazed]

Why does that change the situation? The minority cannot force the majority to sell their shares? So if the majority for whatever reason does not want to sell to someone bidding for all the shares then they don't have to?

Ultimately you seem to have common sense on your side but law and common sense somethimes diverge where big money is involved. I simply do not know if the minority shareholders have a case in law. Clearly there is a concern that they do but how well founded it it I do not know. I assume there are enough lawyers involved that if there was no basis for the complaints then that would have been clear by now to the parties. And given how little actual information we have it's impossible to say much beyond that.

 

[Superden]

Ultimately you seem to have common sense on your side but law and common sense somethimes diverge where big money is involved. I simply do not know if the minority shareholders have a case in law. Clearly there is a concern that they do but how well founded it it I do not know. I assume there are enough lawyers involved that if there was no basis for the complaints then that would have been clear by now to the parties. And given how little actual information we have it's impossible to say much beyond that.

this most likely explains the radio silence over the last few weeks...lots of legal discussions about the bids and liabilities. which could drag on for months

 

[Matriac]

Raine group is employed by the club. Rothschild are advising the Glazers personally.

Source

Thanks for confirming that, I had seen it in the past, but every other article I can find right now says Raine Group are the Glazers exclusive advisors. I guess since United are currently synonymous with Glazers that remains true.

But it still doesn't change the fact that Raine Group can only advise the club what they should do, they can't force the board to make a decision. Similarly the board cannot force the Glazers to make a decision.

Raine Group is like a football agent, they can negotiate and source the best possible deal(s) for the player they represent, but they can't force the player to sign for a club they don't want to.

If Raine Group advises Manchester United the company that it's in the club's best interest to sell to Jassim, then the board will inform the shareholders that the advise from Raine Group is that the shareholders should sell to Jassim.

Glazers as persons who own shares in the company does not have to do as the board suggests. They can choose to sell their shares to whoever they want.

Yes, there's the dilemma of Class A and Class B shares. That was a scheme set up by the Glazers so that none in the family could sell away any significant power in the company without the approval of the majority in the family, but still individuals could sell their shares as they saw fit if they wanted to/needed the money. Those who purchased the converted A shares got ownership in the club and will get the same financial benefits as the B shares when it comes to dividends and club value, just not the voting power.

Knowing as much about financial rules and regulations as the Glazers do (or at least their advisors) I can't believe they would make themselves reliant on the Manchested United board to govern the rules of Class A and B shares. This is most likely a separate shareholder agreement among the Glazers only, that they can choose to amend at any time as long as the majority of votes among them agree to it, or possibly they stipulated that each sibling has to agree to it. Either way the Glazers decide that, not the board of Manchester United? The board can only govern the mandate given to them by the shareholders.

 

[Revan]

The board is supposed to treat shareholders equally. But the board isn't selling the shares.
The other shareholders does not have to treat the minority shareholders equally, they can do as they want, because they have the majority.

The issue is that the board are the Glazers (kind of). 6 of the 12 seats are The Glazers siblings, 3 others are independent directors and the remaining three are essentially hand-picked by Glazers (Arnold, CFO and general counsel). If the board decided to accept the SJR offer that sells only the shares of Glazers (while rejecting the Qatar offer that sells all the shares), the minority investors can sue the board (and the Glazers) that they looked only for some shareholders. I expect the independent directors voting against such thing too.

It is hard to know who would win such a legal battle, and Glazers might well win it. But it might be enough to have a very long legal battle, and temporary block such a sale.

—

Bear in mind, this is not the Glazers only sharing their sales. Raine group (who are leading the process) are hired by the club (aka the board) to look for a sale of United or a minority investment.

 

[Revan]

That’s interesting. It adds a little more context to Jassim reportedly being annoyed and distrustful of the Raine Group, as if they’re supposed to be representing the best interests of the club, you’ve got a guy paying above what the club’s worth to ALL shareholders and pledging to clear the club’s debt.

On the other hand you’ve got a guy pledging to lick the Glazers’ nuts, feck off the other shareholders and mentioning nothing about helping the club.

If Raine are supposed to be looking after the club’s best interests, I’d be pretty frustrated too if I was offering the former.

One bidder is making pledges to the club, the other is making pledges to the Glazers.

Removing the debt and further investment in the club hold no value in this process. Raine Group’s job is to maximize the profit of shareholders essentially. They have been hired by the board of directors, which in turn is hired by shareholders. If there is an offer that maximizes the profit of shareholders but completely destroys the club afterwards, the Raine group should recommend it and the board of directors should accept it (otherwise they are fecking the shareholders). So the loyalties are to the shareholders, not to some ‘abstract’ notion of the club.

However, all shareholders should be treated equally and if the board decides to feck 31% of shareholders so the other 69% (the Glazers) get a better deal, then they risk being sued by the other shareholders, some of which are powerful hedge funds. That’s why I think the Glazers will either sell to Qatar, or just not sell at all.

This process has never been (legally) about Glazers selling their shares only. It was the club being sold or club getting minority investment. For Glazers to have sold only their sales, it should not have been a public bidding process in the first place organized by the board of directors. No one could have stopped Glazers to sell their own shares to third parties in stock exchange (which they have done many times in the past), but the moment the board decided to sell the club in a public bidding process, they need to take care of interests of other shareholders too.

 

[greenoffpearson]

Why does that change the situation? The minority cannot force the majority to sell their shares? So if the majority for whatever reason does not want to sell to someone bidding for all the shares then they don't have to?

Even if the board has to make changes to the statutes to ensure whoever the Glazers (the majority) now sells their B shares to will retain the voting power of the B shares instead of converting to A shares, then the board is not doing anything that lowers the value of the A shares? They have always had less voting rights, the owners of A shares knew this when they bought the A shares?

The board has a duty to maximize the value of the shareholders shares, but the board cannot force a shareholder to sell their shares. Meaning if holders of B shares don't want to sell to someone if the share don't remain B shares for the new purchaser, then no value is lost for owners of A shares? They still have the same value they had previously?



As I mentioned above (maybe not as eloquently as I should). The board cannot force someone to sell their shares? So if owners of Class B shares will not sell away their shares with majority voting power to any party without the shares retaining the same voting power for the purchaser, then no value is lost for owners of Class A shares? They still have the same value as previously?

It doesn't matter to the majority that the minority is not getting what they want?

The Glazers own 66.9% of the shares in the club, but have 95.16% of the voting power in the club. Meaning the board cannot do anything that the Glazers don't want.
The board must comply with what the majority voting power wants, or the board will be replaced. If the majority wants to make it so that owners of Class B shares can sell their Class B shares to Ratcliffe (or anyone else) without the shares converting to Class A shares, then the board can do that? No value is lost for the A shares compared to what they already had before any changes was made? No best interests are lost, cause they didn't already have those interests anyway?

And is rules regarding A and B shares even something the board has a say in? I would think the rules around this is governed by a Shareholders Agreement? Which is something the shareholders agree among themselves, which the board has no say in because it ultimately decides the mandate and powers given to the board?

Maybe I'm just not getting it, but I think it comes down to that if all the shareholders don't agree on something, then it's impossible for the board to act in everyone's best interests, since their interests differ. The board has to act in the way the majority wants, without hurting the value the minority already has. Moving the B shares and thus their voting power to another person/company does not alter the value the A shares had before the transaction?

Good points, but previously you stated you could not understand why the Glazers could not sell their shares privately.

The reason, at this stage, is that United entered into a strategic plan.

When that plan was announced the shares shot up in value, possibly the highest they have ever been.

Shareholders reacted to the statement, they relied on it and decided whether the sell and or not their shares.

Now the strategic plan is a company plan. The Glazers can not stop the board considering the outcome.

Sure the Glazers may reject the choice but then equally they can not then sell their shares privately at this time.

They could withdrawn and start again privately, but they have not done that and it is a fair question to ask why not. Perhaps because the status quo does not work and there is pressure from within

In terms of dollar value the A shares were sold under the guise of the same monetary value, Malcolm selling off 10% of the club. If that is not now the case then why not what changed was it misrep?

 

[Matriac]

The issue is that the board are the Glazers (kind of). 6 of the 12 seats are The Glazers siblings, 3 others are independent directors and the remaining three are essentially hand-picked by Glazers (Arnold, CFO and general counsel). If the board decided to accept the Sir James Arthur Ratcliffe FIChemE offer that sells only the shares of Glazers (while rejecting the Qatar offer that sells all the shares), the minority investors can sue the board (and the Glazers) that they looked only for some shareholders. I expect the independent directors voting against such thing too.

It is hard to know who would win such a legal battle, and Glazers might well win it. But it might be enough to have a very long legal battle, and temporary block such a sale.

—

Bear in mind, this is not the Glazers only sharing their sales. Raine group (who are leading the process) are hired by the club (aka the board) to look for a sale of United or a minority investment.

The board cannot accept or reject any sale, since the board cannot sell the club. It is the shareholders who sell their ownership in the club. And the ownership decides who the board are.

I know that the Glazers essentially controls the board. And in the legal sense the board must protect the interests of all shareholders, but just because Glazers are on the board, does not mean that they privately have to do as the board would recommend.

And if the board ever acts in a way the majority owners/votes disagree with they can call for an immediate shareholder meeting to kick out the existing board and elect a new board that will do as they want. But that is for matters of running the club i e. which people to hire for roles in the club, which players to buy/sell, what sponsorship agreements to sign and so on.

The board does not govern what the owners do with their shares. Because it is the owners shares that give power to the board.