Guest Columnist Moorsfan wonders why the 1939
company continues to ignore company law and its own shareholders?
It is patently clear that it is impossible for the company to move forward without the consent and agreement of its shareholders, and it is simply not possible to respond to that by saying that the majority shareholder agrees action, because company law says that the needed resolutions must be Special Resolutions, requiring at least 75% to vote in favour. And the majority shareholder has far less than that percentage.
Earlier BN reported "Basically we had an investor Duggie Carroll who was willing to lend the club £750,000 as an investment.", to which I say that the Articles of Association clearly state that there is a borrowing limit, and it is clear that such limit has already been exceeded. Thus unless and until shareholders pass a Special Resolution increasing the borrowing limit it is impossible for the 1939 company to borrow any more money, and certainly not £750,000!
Now we are told that Mr Lonsdale has said "So I decided to step in at the last minute and keep the club going.", but the identity of the lender is irrelevant. Simply, the 1939 company needs to call an EGM and seek shareholder permission to increase the borrowing limit.
Also, if it is suggested that the 1939 company raises money by selling more shares, it needs to be pointed out that any new shares need to be issued to all shareholders pro-rata to their existing shareholders, unless shareholders pass a Special Resolution waiving those pre-emption rights.
In other words it is simply not possible for anyone to come in and invest lots of money into the 1939 company, either as new borrowings or new shares, without consent of the holders of at least 75% of the company's shares.
Does the 1939 company want a shareholder to go to Court to enforce shareholder rights? Surely it would be better for the needed EGM of shareholders to be called.
It is patently clear that it is impossible for the company to move forward without the consent and agreement of its shareholders, and it is simply not possible to respond to that by saying that the majority shareholder agrees action, because company law says that the needed resolutions must be Special Resolutions, requiring at least 75% to vote in favour. And the majority shareholder has far less than that percentage.
Earlier BN reported "Basically we had an investor Duggie Carroll who was willing to lend the club £750,000 as an investment.", to which I say that the Articles of Association clearly state that there is a borrowing limit, and it is clear that such limit has already been exceeded. Thus unless and until shareholders pass a Special Resolution increasing the borrowing limit it is impossible for the 1939 company to borrow any more money, and certainly not £750,000!
Now we are told that Mr Lonsdale has said "So I decided to step in at the last minute and keep the club going.", but the identity of the lender is irrelevant. Simply, the 1939 company needs to call an EGM and seek shareholder permission to increase the borrowing limit.
Also, if it is suggested that the 1939 company raises money by selling more shares, it needs to be pointed out that any new shares need to be issued to all shareholders pro-rata to their existing shareholders, unless shareholders pass a Special Resolution waiving those pre-emption rights.
In other words it is simply not possible for anyone to come in and invest lots of money into the 1939 company, either as new borrowings or new shares, without consent of the holders of at least 75% of the company's shares.
Does the 1939 company want a shareholder to go to Court to enforce shareholder rights? Surely it would be better for the needed EGM of shareholders to be called.