[graka]

Nope.  Only if he owned 100%.  And the eyes of many are watching very closely

So who did he need permission from to loan the 5 million?
Did peace also ask permission for his 5?
And there is another 2 million I believe?

[tex]

I think Lai does'nt have to get agreement from anyone else, however I believe he has to inform the other shareholders as he did on the MSD loan. I don't know why this did not happen when he took a lan from the company.

[stoxman]

As major shareholder surely he can do as he pleases??

Do any of the smaller shareholders have a copy of the Shareholder Agreement and Articles?  That’s where all of the rules sit.   They will dictate matters for the Board and the Reserved Matters for shareholders and what percentage are needed to approve.  Would make an interesting read…

[baggiejohn]

Do any of the smaller shareholders have a copy of the Shareholder Agreement and Articles?  That’s where all of the rules sit.   They will dictate matters for the Board and the Reserved Matters for shareholders and what percentage are needed to approve.  Would make an interesting read…

I believe the Articles of Association are detailed on Companies House website.

[overseas baggie]

So who did he need permission from to loan the 5 million?
Did peace also ask permission for his 5?
And there is another 2 million I believe?

Missing the point.  12% shareholders can’t stop it happening but the board is still accountable for having done it.  That accountability does not go away.

[overseas baggie]

I think Lai does'nt have to get agreement from anyone else, however I believe he has to inform the other shareholders as he did on the MSD loan. I don't know why this did not happen when he took a lan from the company.

Not correct.  Shareholders don’t make loans from a company, the board of directors does.  The board of directors are accountable to ALL shareholders and must act in the best interests of the company at all times.  Therein lies the issue.

The MSD loan required 75%+ shareholder consent because it involved giving a charge over Group’s assets.

Lai didn’t take a loan from the company - Wisdom Smart did.  Lai is not a shareholder or director of Wisdom Smart.  Another mystery.

[overseas baggie]

I believe the Articles of Association are detailed on Companies House website.

Correct.  There are no Reserved Matters.  Company Law and the Articles govern.

[SmethDan]

Not correct.  Shareholders don’t make loans from a company, the board of directors does.  The board of directors are accountable to ALL shareholders and must act in the best interests of the company at all times.  Therein lies the issue.

The MSD loan required 75%+ shareholder consent because it involved giving a charge over Group’s assets.

Lai didn’t take a loan from the company - Wisdom Smart did.  Lai is not a shareholder or director of Wisdom Smart.  Another mystery.[/u]

I'm increasingly concerned. We really do look to be heading towards a Blues type scenario and investigation. The whole premis of this loan was that it was made to prop up one of Lai's businesses.

[tex]

Not correct.  Shareholders don’t make loans from a company, the board of directors does.  The board of directors are accountable to ALL shareholders and must act in the best interests of the company at all times.  Therein lies the issue.

The MSD loan required 75%+ shareholder consent because it involved giving a charge over Group’s assets.

Lai didn’t take a loan from the company - Wisdom Smart did.  Lai is not a shareholder or director of Wisdom Smart.  Another mystery.

So when Peace took a loan from the company he went to the shareholders?

[overseas baggie]

I'm increasingly concerned. We really do look to be heading towards a Blues type scenario and investigation. The whole premis of this loan was that it was made to prop up one of Lai's businesses.

No, I don’t think we are.   It is Lai and Wisdom
Smart who have the problem.  It will be fascinating to see what the new auditors make of the Wisdom Smart loan situation.

[overseas baggie]

So when Peace took a loan from the company he went to the shareholders?

He didn’t need to.  It wasn’t a loan to the company, secured over the company’s assets, but one made by the company.

[tex]

So loans from wba to anyone else are up to Lai and the only time we find out is when accounts finally get published. Is this what Simon Jordan was saying the other week.

[overseas baggie]

So loans from wba to anyone else are up to Lai and the only time we find out is when accounts finally get published. Is this what Simon Jordan was saying the other week.

Sort of…only the board of directors can make a decision to make a loan from a company.  That’s where responsibility lies.  Shareholders can request, but no more.  Directors make the final decision, no matter how much pressure is applied by the major shareholder.  But when the board of directors (in this case a sole director (of Group) simply does as he’s told by the major shareholder, with total disregard for his fiduciary duty owed by him to the company and ALL of its shareholders, it highlights the need for football clubs to operate with proper governance, as now being proposed by the Government.

The point you make is correct though - the only time that “we” (ie the minority shareholders and the fans) find out what has happened re any such loans is 9 months after the end of the financial year, which can be up to 21 months after any “questionable” loan by the club has been made.  It all comes down to whether the board is acting as a board must do, or whether the board is acting as a puppet of a dominant shareholder.

[colinmax]

 As I understand it he would not have had to take the recent money taken if we had got a more realistic transfer fee for Pereira

[overseas baggie]

As I understand it he would not have had to take the recent money taken if we had got a more realistic transfer fee for Pereira

You’ll need to explain that one !

[tex]

I think this may be a reference to the alleged January attempt to sell MP on the sly.

[NJS]

Precisely. The board only has Lai, Gourlay, Ken and Mark Miles on it; so it's pie in the sky to expect journalists to get inside information against the interests of the controlling shareholder. The club has very limited disclosure requirements and those are going to get even thinner as the holding company moves over to a trust in Jersey. Let's just hope he manages to pay back his loan in January and this fiasco doesn't blow up to something that distracts away from the progress that is being made on the pitch. We are stuck with the owner for the foreseeable. I think promotion is our best shout of getting rid of him; or at least stabilising the finances, if nothing else.

I'm still not totally clear:

1. Has WBA Holdings been replaced by the Jersey based Holdings entity or do both still exist as layers of administration and presumably management overheads?

2. Can some of these overheads be "repatriated" to Shanghai as management fees?

[overseas baggie]

I'm still not totally clear:

1. Has WBA Holdings been replaced by the Jersey based Holdings entity or do both still exist as layers of administration and presumably management overheads?

2. Can some of these overheads be "repatriated" to Shanghai as management fees?

1.  Holdings owns JerseyCo, and JerseyCo owns 88% of Group. Holdings and JerseyCo are Yunyai’s ownership vehicles. Absolutely nothing to do with us, and no management overheads which affect us.

2. No. No relevance whatsoever.  We are only affected by Group and below

[BalisPen]

Nothing to worry about the loan.

Kevin Campbell is sure it will get paid.

[Topman]

Nothing to worry about the loan.

Kevin Campbell is sure it will get paid.

I saw that article. I’m so reassured that Kevin Campbell knows the workings of our club.

[zippyandbungle]

I saw that article. I’m so reassured that Kevin Campbell knows the workings of our club.

He will have a much better knowledge than most of those that choose to stand and swear outside the Halfords lane.

[baggiejohn]

Not defending Lai here, but if you're having a protest about how the club is being run, don't the people who have spent around £37 million transfer fees for players who are not producing also have a case to answer?

Also doesn't the £20 million loan include a component to provide the money we still owe Huddersfield for Grant?

[NJS]

Agreed.

For those who wet themselves thinking about the loss of parachute payments, worry not; the club  only wastes those fees and wages so lack of parachute payments is not going to make much of a difference.

If we had a decent management structure  (DoF?) that did not include the present Recruitment team of Gourlay and Pearce maybe any cash available might have been better spent.

[gazberg]

Not defending Lai here, but if you're having a protest about how the club is being run, don't the people who have spent around £37 million transfer fees for players who are not producing also have a case to answer?

Also doesn't the £20 million loan include a component to provide the money we still owe Huddersfield for Grant?

Very true. The Bilic/Dowling squabble must have cost us close to 30m alone.

[paulosull]

Problem Lai has is that he knows sod all about running a football club and has been I’ll advised by so called people in the know. Tried to rectify that by putting his own man Ken in to learn the ropes but that hasn’t worked out.