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How Exactly Do You Sack A Board?

edited January 2009 in General Charlton
Before anyone threatens to rip my head off and do upspeakable things to my twitching corpse, this is not a thread requesting that we do sack the board, nor is it an attack on the board.

I genuinely don't know how you would go about sacking a board. You hear it chanted at football quite often (Newcastle usually).

Any business brains know what the process would be?.

I'm guessing having someone to take over would be a reasonable starting point!

Comments

  • I'm sure someone will correct me, but it can only come through shareholders filing a vote of no confidence in the current board, and then voting against it. To vote against it though, there has to be something on offer willing to replace it.
  • edited January 2009
    ...and those shareholders voting would need to own enough shares to be able to throw their weight around - something that would probably mean they were on the board already! (or had a joint representative if we're talking about all the little shareholders)
  • I genuinely don't know how you would go about sacking a board. You hear it chanted at football quite often (Newcastle usually).

    ..................

    Simple you and a group of shareholders club together and form a SAG (a Shareholder Action Group) and appoint a spokesman who speaks on behalf of the number of shares that are held in common with the demand that that person is appointed to the board. Alternatively you approach one of the supposed members of the board who are in disagreement with the other board members (I say supposedly because all we've heard are rumours that a split exists) and again add your shares to theirs etc. Then you call for an EGM (an Extra General Meeting) with the purpose of proposing that the shareholders have no confidence in the board and demand a new board/chairman etc.

    The other alternative is that you club together enough shares/votes to effectivley demand action/trigger a takeover etc.

    Bear in mind that one shareholder does not equal one vote, the number of shares that you hold = the number of votes that you have. Eg someone with 25% of the shareholding automatically has 25% of the vote.
  • What percentage of shares could currently be bought? Presumably not high and then you'd have to wait around to hoover up dribs and drabs and then not gain any meaningful influence anyway. Even if we could find enough of us to buy a reasonable holding to enable an SAG, then as a group we'd have to agree first on the best course of action. That looks a bit problematic! So to summarise, you'd probably achieve nothing other than to throw your money away?
  • edited January 2009
    [quote][cite]Posted By: stilladdicted[/cite]What percentage of shares could currently be bought? Presumably not high and then you'd have to wait around to hoover up dribs and drabs and then not gain any meaningful influence anyway. Even if we could find enough of us to buy a reasonable holding to enable an SAG, then as a group we'd have to agree first on the best course of action.?[/quote]

    I don't know what amount of shares could be bought, that would depend on who wanted to sell. The broker would have a list of shareholders and if the amount is serious enough to warrant it, he'd contact those shareholders, get a price to sell to match against the price you'd want to buy at. For smaller numbers of shares they would just match up sellers against buyers.

    I don't know the current shareholding of Murray/Chappell etc but they and one or two other big holders will likely have around a 50% plus holding which in any vote would effectively defeat any no-confidence motion.

    SAG's generally only work when you have a few shareholders or possibly the odd institution with small but sizeable holdings - say around 5% who when added together give the group some clout, I'd doubt that there are any shareholders who fall in that group on our shareregister.


    "So to summarise, you'd probably achieve nothing other than to throw your money away?"

    Yep.
  • as above.

    I have say 800 -- 1,000 shares (i think) . RM has something like 2,000,000 + plus shares.

    There are questions that shuld be answered but you have to think if RM /DC etc were to be removed who would or could pick up there share holding or their debt ?
  • OK, sorry for all the questions, but I'm really struggling to get my head around this. What happens if RM decides to sell his shares? If he wanted to cut his losses, wouldn't he get a better price for his shares now rather than wait for relegation or is that already written into the share price? Can he also call his loans in? I'm wondering if there is a possibility that he gets seriously p***d off he could just pull out and if so, what the implications would be.
  • BFR - Please learn how to quote. Although I disagree with 99% of what you say I do enjoy your comments and your arguments are usually very well constructed (however misguided they are!).
    I think you main problem is that your are not in BBCode. It is so difficult to see the wood from the trees in our posts.
    Happy New Year to you BTW.
  • Yes RM could f**k off but he has to find someone who would be willing to buy his shares (RM would have paid between £0.80 and £0.50 a share) and also buy the debt that the club owe to him. so somene would have to put up a minimum of £4 million maybe as much as £8 million.
  • What happens if RM decides to sell his shares?

    ..............

    Then he'd need a buyer which given his shareholding would mean someone with deep pockets able to buy several £m worth of the things. He could use the broker to do this, more likely it'd be part of a co-ordinated sell-off with new investors coming on board. Alternatively it could mean that Derek Chappell and the other directors buy part/all of his holding.

    Would he get a better price now/after relegation...in theory now as our prospects are better in the CCC, but it really depends on the state of the balance sheet. For example probably the best asset we have at the club (besides the ground/training ground) is young Jonjo...he may be sold in a year for say £5m and even after relegation that would make our blance sheet look a lot better.

    Being a businessman and a Charlton supporter I doubt he'd get up tomorrow and say to hell with this I'm selling regardless. I also suspect that the NAV (Net Asset Value) of the club is worth more than the actual share value. That is adding the value of the squad, the ground and any other assets etc that the club owns, compared with the collected value of the shares I think it'd be appreciably higher and that is despite land values taking a dive over the last few months. That is one reason why RM (and DC etc) won't sell unless they have to. Of course external factors might kick-in, he might be forced to sell if other business ventures aren't going well.

    Can he call his loans in...without seeing the agreement I've no idea, but I think he can. The idea behind the £15m loan that the directors took out around 18mnoths back was that the loans were taken out against future shares, so it wouldn't be in his interest to sell now (unless he really needed the money) as he'd get shares at a lower value.

    Bottom line I can't see him selling unless someone offers him good money for his stake, but then again other circumstances might force a sale. I suspect also that the money he'd get if he sold now would be less than what he put in when he first invested.
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  • Thank you BFR, very much appreciated, clearly explained for this numpty and very helpful.
  • good analysis BFR.

    At the risk of being branded pedantic though I would suggest that Jonjo probably is not quantified as an asset given firstly that he could theoretically walk for nothing until he signs a pro contract and secondly without a contract he has no "cost" to depreciate/amortise over the length of that contract.

    I accept that we would probably receive a contingent fee like we did with Judas Defoe but I doubt that a prudent accountant would attempt to include that given the uncertainty and difficulty in quantifying it.

    Perhaps Jonjo could best be described as a "contingent asset."
  • I should imagine Jonjo would need to sign a full professional contract to be a quantifiable asset (which he'll be offered next month on his 17th birthday).

    Of course, any player's transfer fee is only actually worth what another club is prepared to pay for him, irrespective of what our club may consider his value.

    What his 'walkout' value would be if he should be poached by another club now, before signing a full pro contract, I can't imagine - it'd all boil down to some tribunal decision, I guess.

    But let's hope he stays.
  • What his 'walkout' value would be if he should be poached by another club now, before signing a full pro contract, I can't imagine - it'd all boil down to some tribunal decision, I guess.
    .................

    We would get a payment for "developing" him, but any further money would depend on Jonjo playing for England, making x number of first team appearences for his new club and we'd get a chunk of the profit from any future transfer. But as you say his value would markedly increase after he signs the pro-contract, before that it'd come down to a tribunal to sort something out and as with Spurs signing John Bostock that isn't something that I'd like to see.
  • Has our 'protecting' him been more a case of keeping him as out of sight as possible? Was the board hoping that by keeping him under wraps that they could get a contract signed and thus generate a bigger income?
  • Get Sir ALan Sugar to sit in front of them point the fickle finger and say "you're fired "
  • Both Defoe and Bostock went for deals of similar end up amounts - I would expect that figure would be in the region of what Jon Jo would be valued at were we to lose him early ....
  • There are still nearly 2 million shares available after the last rights issue wasn't completely taken up.

    Purchase those and you're on your way..............
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