The Only Opinion That Counts

The Only Opinion That Counts

Auldheid explains why the “rangers ” support can call their club what they want, but also explains how the real world works, which , as we have seen, isn’t somewhere they like to visit very often. 

Twitter was quite lively on the subject yesterday, not for the first time, and not for the last time. It’s all getting a bit wearisome, but we must never let them forget what really happened. 

Once and for all, this is the definitive answer to all those same club arguments. 

The same club debate in respect of Rangers FC and The Rangers FC is not one that concerns everyone as it will always emotionally be the same Rangers to The Rangers supporters. However, in trying to make feelings into facts to hold on to a historical title count all sorts of arguments have been put forward based on opinions without authority.

Since it is at the end of the day a footballing matter then no number of pronouncements by ASA, ECA, CQN placed advert or Lord Nimmo Smith are worth a spent candle in football authority terms.

The only opinion to carry authority, the only opinion that counts has to be football and in Europe UEFA have rules that define a club that national associations have to abide by when granting licences to play in UEFA competitions. These rules are useful in establishing how football as a sport that relies on sporting integrity to underpin the sporting business, views the position rather than any view from a commercial perspective carrying a commercial imperative.

It is no great leap therefore to draw on these rules for guidance, particularly on the one area that justifies ‘the same club as a fact rather than feeling argument’ and that is that Rangers as a club were not liquidated only their holding company was and the club continues.

We are talking here of the period going back from 2011 to 2005 when the UEFA view was documented in their UEFA Club Licensing System Edition 2005 and its replacement in October 2010 – UEFA Club Licensing and Financial Fair Play Regulations Edition 2010 – relevant extracts of which are at Annex 1. It may go back further but 2005 is the earliest rules viewed.

In both the 2005 and 2010 rules UEFA set out what any company that is not a registered member of a national association i.e. “a club” has to do when applying for a UEFA licence to their national association and the national association’s responsibility in that regard.

The key issue is that any company in what would be a ‘holding’ company relationship with a club must provide

a written contract of assignment with a registered member and

it must be approved by the national association (4.3.1.4 of UEFA 2005 and 1 of Article 45 in UEFA 2010)

Never at any time from 2005 to 2011 (or indeed before then) were RFC thought of as a club with a separate holding company, but if that is indeed the case then given RFC played in Europe every year in that period then the SFA (and UEFA) would have a copy of that written assignment which the SFA would have approved, with either MIH until 2011 when presumably Craig Whyte’s Wavetower became the “holding company”.

The SFA could end the debate at a stroke by providing a copy of that written contract of assignment and their reluctance to clarify using such a means suggests none exists because at no time in their history up to 2011/12 was a holding company relationship as football defines it from 2005 made public which suggests it does not exist.

Further, both sets of rules (2 (d) 2005 and 2(d) Art 45 2010) cover what should happen should the company which has the written contract of assignment enter liquidation

d) If the company is put into bankruptcy or enters into liquidation the right to apply for a licence in the international and/or national competition shall revert to the registered member. For the sake of clarity should the licence already be granted to the company, then it cannot be transferred from the company to the registered member (cf. 4.4.1.8.); only the right to apply for a licence in the following season shall revert to the registered member.

Given that there was no registered member with three years membership of the SFA (4.3.1.1 (a) 2005 and Article 12 para 2 2010) to pass that right to in 2012, then the only logical conclusion can be that there never was any holding company/ club relationship up to 2012 and that the entity that was liquidated was the football club as defined at Article 12 1 (a).

1 A licence applicant may only be a football club, i.e. a legal entity fully responsible for a football team participating in national and international competitions which either:

is a registered member of a UEFA member association and/or its affiliated league (hereinafter: registered member);

and not 1b

b) has a contractual relationship with a registered member (hereinafter: football company)

In the absence of a statement from the SFA to the contrary (and SFA CEO Mr Regan was content to leave it with supporters in 2012 despite the SFA having the answer from previous licence applications) the debate continues on an emotional basis rather than reason.

In June 2016 another opportunity was lost when the media in the form of STV made no attempt at verifying with the SFA what Mr Traverso Head of Club Licensing at UEFA told the Resolution 12 lawyers and STV may have (unwittingly or otherwise) distorted what the SFA were told by omitting two references to new club/company in STV’s version of events following the approach to UEFA by Res12 lawyers.

It is it not therefore safe to assume that no holding company relationship as defined in club licensing, i.e. one supported by a written assignment, existed before 2012 and the position of the highest football authority in Europe (UEFA) is that the club known as Rangers FC, which the SFA granted UEFA licenses to before 2012, are no longer in the football business because of liquidation.

The latest edition of UEFA FFP (2015) has similar provisions as the earlier versions so the questions to the SFA today as opposed to pre 2012 are:

Does a written contract now exist between The Rangers Football Club and Rangers International Football club?

Who will be the applicant for a licence this season?

Whose accounts will be supplied to the SFA?

Will they pass muster?

Are there any areas of concern?

What are they?

Will UEFA advice be sought before granting a licence on any areas of concern?

The SFA Licensing Committee ought to be wrestling with these questions in the next couple of weeks and of course main stream media reporters like David Leask @LeaskyHT , Chief Reporter at The Herald Scotland, whose uninformed views appeared on Twitter this week, ought to be asking the SFA for answers. Maybe even STV!
Annex 1

UEFA Club Licensing System
Manual Version 2.0
© UEFA – Edition 2005
4.3. DEFINITION OF LICENCE APPLICANTS

4.3.1. PRINCIPLE
4.3.1.1. The licence applicant is defined as being the legal entity fully responsible for the football team participating in national and international club competitions and which is either:

a) any legal entity according to national law and/or national association statutes,
which is member of the national association and/or its affiliated league, provided
that such membership has lasted at least for a period of three years (hereafter,
registered member), or

b) any legal entity according to national law and/or national association statutes,
which has a contractual relationship to a registered member (hereafter, company).

4.3.1.2. Only a registered member or a company can apply for / receive a licence. Individuals may not apply for / receive a licence.

4.3.1.3. The licence applicant is fully responsible for the participation in national and international football competitions as well as for the fulfilment of the club licensing criteria.

The licence applicant is, in particular, responsible for ensuring the following:

a) that all players are registered with the national association and/or its affiliated
league and, if professional players, that they have a written labour contract with
either the registered member or the company (see Article 2 and 5 of the FIFA
Regulations for the Status and Transfer of Players);

b) that all the compensation paid to the players arising from contractual or legal
obligations and all the revenues arising from gate receipts are accounted for in
the books of either the registered member or the company;

c) that the licence applicant is fully responsible for the football team composed of registered players participating in national and international competitions;

d) that the licensor is provided with all necessary information and/or documents
relevant to proving that the licensing obligations are fulfilled, as these obligations relate to the sporting, infrastructure, personnel and administrative, legal and financial criteria set out under Chapters 6, 7, 8, 9 and 10 respectively;

e) that the licensor is provided with information on the reporting entity/entities in respect of which sporting, infrastructure, personnel and administrative, legal and financial information are required to be provided (cf. 4.3.1.5, 4.3.1.6 and 4.3.1.7 below). In turn, the licensor must assess whether, in respect of each licence applicant, the selected reporting entity/entities is appropriate for club licensing purposes.

4.3.1.4. If the licence applicant is a company, it must provide a written contract of assignment with a registered member that must be approved by the national association and/or its affiliated league and must include the following minimum content:

a) The company shall comply with the applicable statutes, regulations and decisions of FIFA, UEFA, the national association and the league as amended from time to time. This system of rules shall constitute an integral part of the contract of assignment. This company shall also comply with decisions made by the said football bodies.

2 An exception to this rule may be foreseen in case of change of legal form and subject to the approval of UEFA.

b) The company must not further assign the rights to participate to the competition on national or international level.

c) The right of this company to participate in the competition operations shall cease to apply if the assigning club’s membership of the association ceases.

d) If the company is put into bankruptcy or enters into liquidation the right to apply for a licence in the international and/or national competition shall revert to the registered member. For the sake of clarity should the licence already be granted to the company, then it cannot be transferred from the company to the registered member (cf. 4.4.1.8.); only the right to apply for a licence in the following season shall revert to the registered member.
e) The national association shall be reserved the right to approve the name under which the company participates in the national competitions.
f) The company shall, on request of the competent national or international
arbitration tribunal, provide views and information, as well as documents on
matters regarding the company’s participation in the national and/or international competition.
g) Confirmation (e.g. share register) of the fact that the registered member has the majority of the voting rights of the company. The company may not be owned directly or indirectly by anyone who also has a decisive influence over another registered member or company entitled to participate at the same level in the association leagues system.
h) The contract of assignment and any amendment to it shall be approved by the appropriate body of the national association to become valid.
4.3.1.5. If the licence applicant is a company it must provide the licensor with the financial information of the company and the registered member (e.g. consolidated financial statements as if they were a single company).
4.3.1.6. If the licence applicant has control on any subsidiary, then consolidated financial statements shall be prepared and submitted to the licensor as if the entities included in the consolidation (“the group”) were a single company.

4.3.1.7. If the licence applicant is controlled by a parent, which may be controlled by another parent or which may have control over any other subsidiary or may exercise significant influence over any other associate, any transaction with the parent of the licence applicant or any parent or subsidiary or associate of such parent must be disclosed in the notes to the financial statements to draw attention to the possibility that its financial position and profit or loss may have been affected by the existence of related parties and by transactions and outstanding balances with such parties.

4.3.1.8. In addition to the above-mentioned mandatory provisions, UEFA recommends the following guidelines for national associations to defining the licence applicant. In accordance with these guidelines, the licence applicant should:

a) be based legally in the territory of the national association and play its home
matches only in that territory. The national association may define exceptions,
subject to the approval of the international federations (UEFA and FIFA);

b) have the right to use the name and the brands of the club and not change the
name of the club for advertising/promotional purposes;

c) accept no clauses in contracts with television, sponsors or other commercial
partners which could restrict the club in its freedom of decision or affect its
management.
4.4.1.8. A licence cannot be transferred.

UEFA Club Licensing 2010 (to 2012)

Article 45 – Written contract with a football company

1 If the licence applicant is a football company as defined in Article 12(1b), it must provide a written contract of assignment with a registered member.

2 The contract must stipulate the following, as a minimum:

a) The football company must comply with the applicable statutes, regulations,
directives and decisions of FIFA, UEFA, the UEFA member association and
its affiliated league.

b) The football company must not further assign its right to participate in a
competition at national or international level.

c) The right of this football company to participate in such a competition ceases
to apply if the assigning club’s membership of the association ceases.

d) If the football company is put into bankruptcy or enters liquidation, the right to apply for a licence to enter an international and/or national competition
reverts to the registered member. For the sake of clarity, should the licence
have already been granted to the football company, then it cannot be
transferred from the football company to the registered member; only the
right to apply for a licence the following season reverts to the registered
member.
e) The UEFA member association must be reserved the right to approve the
name under which the football company participates in the national
competitions.
f) The football company must, at the request of the competent national
arbitration tribunal or CAS, provide views, information, and documents on
matters regarding the football company’s participation in the national and/or
international competition.
3 The contract of assignment and any amendment to it must be approved by the UEFA member association and/or its affiliated league.

Article 12 – Definition of licence applicant
1 A licence applicant may only be a football club, i.e. a legal entity fully responsible for a football team participating in national and international competitions which either:

a) is a registered member of a UEFA member association and/or its affiliated
league (hereinafter: registered member); or

b) has a contractual relationship with a registered member (hereinafter: football
company).

2 The membership and the contractual relationship (if any) must have lasted – at the start of the licence season – for at least three consecutive years. Any
alteration to the club’s legal form or company structure (including, for example,
changing its headquarters, name or club colours, or transferring stakeholdings
between different clubs) during this period in order to facilitate its qualification on sporting merit and/or its receipt of a licence to the detriment of the integrity of a competition is deemed as an interruption of membership or contractual
relationship (if any) within the meaning of this provision.

 

Those are the facts, and as unpalatable as they may be for some, they are what they are. 

But hey, they pays their money and takes their choice. 

Seems like its not only David Murray that was duped after all…