Hicks set to fight Liverpool sale to NESV in High Court
However:
http://dl.dropbox.com/u/4746910/LFC%20company%20articles.pdf
"Appointment and Retirement of Directors
81. (a) Each director appointed to the office of chairman of the board of directors of the Company may appoint any person as director of the Company and may remove and director (other than George N. Gillett Jnr and/or Thomas O Hicks). Any appointment or removal shall be made in writing and signed by the then current chairman."
The Current chairman being Martin Broughton.
The timing of this deal being made known is also important as 10 days are required to change the structure of the board so if Hicks found a way to do so he'd still run out of time before the RBS loan repayment deadline kicked in. The deal was made known 9 days before that deadline.
This was followed by a comment from a Guardian writer:
That 81a) is exactly the paragraph in Liverpool's articles of association which Broughton is relying on. They were changed on May 28, which has to be done with the approval of 75% of a company's shareholders, which means for them to be valid, Hicks and Gillett had to approve them.
"Appointment and Retirement of Directors
81. (a) Each director appointed to the office of chairman of the board of directors of the Company may appoint any person as director of the Company and may remove and director (other than George N. Gillett Jnr and/or Thomas O Hicks). Any appointment or removal shall be made in writing and signed by the then current chairman."
The Current chairman being Martin Broughton.
The timing of this deal being made known is also important as 10 days are required to change the structure of the board so if Hicks found a way to do so he'd still run out of time before the RBS loan repayment deadline kicked in. The deal was made known 9 days before that deadline.
This was followed by a comment from a Guardian writer:
That 81a) is exactly the paragraph in Liverpool's articles of association which Broughton is relying on. They were changed on May 28, which has to be done with the approval of 75% of a company's shareholders, which means for them to be valid, Hicks and Gillett had to approve them.
Broughton insisted on that as a condition of taking over - that only he has the right to change directors. That meant he, Purslow and Ayre would always have a majority on the board.
He is also saying, confirmed by RBS yesterday, that Hicks and Gillette signed undertakings with the bank to commit to a sale and not do anything to frustrate "best endeavours" to find a buyer.
Broughton will say in court that he and the board clearly made "best endeavours" because they had a team at Barclays Capital working full time on it, and everybody in the world has known Liverpool is for sale. Throughout the whole search, this US consortium and the other, unnamed Asian one, were the only solid ones which came through, with proof of funds and a genuine commitment to buy.
Despite the brief and not very clear statement from Hicks' US-based spokesman yesterday, it is not at all clear what he is going to argue against that. Possibly claiming that he never approved the articles of association change - even though they require the approval of shareholders. Perhaps that he never actually gave those undertakings to the bank, or that Broughton's efforts do not add up to "best endeavours."
None of which is exactly where he promised Liverpool would be when he and Gillett walked on to the Anfield turf in February 2007 after buying the club with their borrowed money, promising - in their own official offer document:
"To strive to ensure the club is in the best position possible to achieve sustained on pitch success and long term stability. To do everything in their power to uphold the chierished traditions and contrinue to enhance the reputation of the club."
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