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Yeah, believe Rankine basically has security over our car park area in lieu of a loan he gave the board to see us through after our relegation.
 

Perhaps that’s why the club can’t charge to park there,

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You can't actually grant security against an asset that you don't own. Brabco can't do anything with the land. Rankine can't do anything with the land. Its completely owned by the club and the club is the only entity that can borrow against it, sell it or otherwise change its ownership. 

As for the Reporter article - Duffy will certainly be looking around at his options and whilst he may indeed by happy to manage us next season, he's reminding people that he's open to better offers should they be forthcoming. I'd expect things to be much clearer all round in the next week or so. 

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Can you lot find some dosh and offer Robert Thomson a contract? Hopkin's gone and offered him a deal with us despite him being absolutely awful for 2 full seasons here :lol: 

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Can you lot find some dosh and offer Robert Thomson a contract? Hopkin's gone and offered him a deal with us despite him being absolutely awful for 2 full seasons here  
I've actually been eyeing up that Morton released list and would be more than happy to see 3 or 4 head our way.

Astounded at Thomson being offered a new deal tbh.

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16 minutes ago, Bring Back Paddy Flannery said:

I've actually been eyeing up that Morton released list and would be more than happy to see 3 or 4 head our way.

Astounded at Thomson being offered a new deal tbh.

I think most will probably pick up contracts at full-time clubs. Our budget has been majorly cut so we just can't afford some of them. Could maybe see Gary Oliver going part-time. He's Jim Duffy's nephew...

Taking Denny Johnstone on a deal where he gets paid for each appearance might be something Dumbarton could go for. He played about 100 minutes for us last season and was crocked, but if fit he'd absolutely piss League 1. Another one that Duffy rates highly. 

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29 minutes ago, Scosha said:

Can you lot find some dosh and offer Robert Thomson a contract? Hopkin's gone and offered him a deal with us despite him being absolutely awful for 2 full seasons here :lol: 

I actually think he might work well in Hopkins system (if he plays similarly to his Livi team). Hopkin liked a big guy up top with pace and energy around him. Whilst Thommo isn't the greatest target man, he may well do the job under a gaffer that can give him confidence.

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8 hours ago, BallochSonsFan said:

You can't actually grant security against an asset that you don't own. Brabco can't do anything with the land. Rankine can't do anything with the land. Its completely owned by the club and the club is the only entity that can borrow against it, sell it or otherwise change its ownership.

Really?

 

 

Edited by Doctor Jobby

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7 hours ago, BallochSonsFan said:

You can't actually grant security against an asset that you don't own. Brabco can't do anything with the land. Rankine can't do anything with the land. Its completely owned by the club and the club is the only entity that can borrow against it, sell it or otherwise change its ownership.

I thought that Brabco owned the club. Isn't that the case?

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Perhaps we’d be minded to throw Nathan Flanagan a lifeline next season. He looked pretty sharp in both matches at the Rock last term. 

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1 hour ago, Doctor Jobby said:

I thought that Brabco owned the club. Isn't that the case?

No.

Brabco are majority shareholders. They are effectively de facto owners in that they have the majority shareholding and can therefore dictate what happens via shareholder votes (if we ever held an AGM).

But they don't own the club privately. They're majority shareholders. Dumbarton FC is still a legal entity and the board of directors are tasked with running the club in the best interests of the club. Any move to change the ownership of the land from Dumbarton FC to Brabco, Rankine or anybody else would almost certainly be questionable under companies law. Anything that wasnt at a reasonable market value would see the directors of the club failing in their fiduciary duty that exists under law.

Its a fine line between ownership and majority shareholding as majority shareholders can essentially act as owners and force their will on the club if they really want to go down that route. It would mean starting a war with the club's board of directors. They own shares in the football club. They don't own Dumbarton FC or any of it's assets.

Edited by BallochSonsFan

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3 minutes ago, BallochSonsFan said:

No.

Brabco are majority shareholders. They are effectively defacto owners in that they have the majority shareholding and can therefore dictate what happens via shareholder votes (if we ever held an AGM).

But they don't own the club privately. They're majority shareholders. Dumbarton FC is still a legal entity and the board of directors are tasked with running the club in the best interests of the club. Any move to change the ownership of the land from Dumbarton FC to Brabco, Rankine or anybody else would almost certainly be questionable under companies law. Anything that wasnt at a reasonable market value would see the directors of the club failing in their fiduciary duty that exists under law.

Its a fine line between ownership and majority shareholding as majority shareholders can essentially act as owners and force their will on the club if they really want to go down that route. It would mean starting a war with the club's board of directors. They own shares in the football club. They don't own Dumbarton FC or any of it's assets.

 Brabco's last accounts,  lists fixed assets worth £2,263,969.00.  I'd be surprised if this weren't the heritable assets of Dumbarton FC

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3 minutes ago, Doctor Jobby said:

 Brabco's last accounts,  lists fixed assets worth £2,263,969.00.  I'd be surprised if this weren't the heritable assets of Dumbarton FC

You'll be surprised then.

The club owns it's assets. Brabco are merely majority shareholders in the club. If there had been any transfer of legal ownership of any asset then the club would need to obtain an appropriate price or the directors would potentially be acting illegally under the Companies Act.

Brabco's ownership, and liability, is limited to it's shareholding in the club. It cannot own the assets of the club unless the club chooses to transfer ownership of those assets. To do that the board would need to obtain an appropriate sale price. Anything less would be a failure of the board's fiduciary duty and would open them up to criminal investigation.

Whatever Brabco are recording as assets, they can only own assets previously belonging to Dumbarton FC if the club has sold them those assets. Which it hasn't.

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No.
Brabco are majority shareholders. They are effectively de facto owners in that they have the majority shareholding and can therefore dictate what happens via shareholder votes (if we ever held an AGM).
But they don't own the club privately. They're majority shareholders. Dumbarton FC is still a legal entity and the board of directors are tasked with running the club in the best interests of the club. Any move to change the ownership of the land from Dumbarton FC to Brabco, Rankine or anybody else would almost certainly be questionable under companies law. Anything that wasnt at a reasonable market value would see the directors of the club failing in their fiduciary duty that exists under law.
Its a fine line between ownership and majority shareholding as majority shareholders can essentially act as owners and force their will on the club if they really want to go down that route. It would mean starting a war with the club's board of directors. They own shares in the football club. They don't own Dumbarton FC or any of it's assets.
Sorry BSF but most of that is just wrong. Brabco as majority shareholders are the owners of the club and they task the Board of Directors with running the football club in the best interests of Brabco. They appoint the Directors and the Directors run the club to make Brabco money or they lose their jobs.

As for Rankine, he is now a secured creditor with a fixed charge over a part of the stadium. Should a liquidation event occur he is first in line to get paid with the sale of whatever part of the stadium is secured.

It's a genuine worry that this was submitted 2 week's before the accounts were due, especially now that the accounts have not been submitted at this late stage. It might well be pure coincidence but both of these combined is, in my opinion, a sign of major financial trouble and possible bad news on the way.

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6 minutes ago, Tartantony said:

Sorry BSF but most of that is just wrong. Brabco as majority shareholders are the owners of the club and they task the Board of Directors with running the football club in the best interests of Brabco. They appoint the Directors and the Directors run the club to make Brabco money or they lose their jobs.

As for Rankine, he is now a secured creditor with a fixed charge over a part of the stadium. Should a liquidation event occur he is first in line to get paid with the sale of whatever part of the stadium is secured.

It's a genuine worry that this was submitted 2 week's before the accounts were due, especially now that the accounts have not been submitted at this late stage. It might well be pure coincidence but both of these combined is, in my opinion, a sign of major financial trouble and possible bad news on the way.

They're really don't. If the club is a limited liability company (which it is) then the majority shareholders don't own the club.  They simply own a majority shareholding. Their liability exists only as much as their shareholding. If Brabco owned the club then they'd be liable for it's debts as much as they'd also control it's assets. They may be able to act as if they owned the club because no other shareholder could oppose their will in any EGM/AGM vote. Thats some way off ownership. If Dumbarton went bust tomorrow owing £10million (it won't) then Brabco's liability would be £0 and the loss of the value of their shares.

The board of directors are appointed to act on behalf of the company. Their responsibility towards shareholders extends to acting in a way that protects their interests. They have no legal obligation to run the club in a way that makes a financial return for Brabco, only to run the company in the general best interests of it's shareholders. Those best interests don't extend to specifically making a profit - if they did then the directors of any loss making company could be said to have failed their fiduciary duties under the Companies Act 2006. 

Sections 171 to 177 set out the 7 general duties that company directors must comply with. Protecting the company as a going concern is as much a duty of the directors as trading with a profit. Virtually no football club directors could run their business for a profit. Brabco can act to remove any directors they want to by way of an EGM and can vote in a board who will act according to their preferences. That still doesnt get round the issue of transferring assets. The business exists as a legal entity. Any transfer of assets from Dumbarton FC to Brabco for anything other than an appropriate amount of money would see the directors who signed off on such a deal being liable to proceedings under The Companies Act 2006. You can't simply sell major business assets to majority shareholders at below market value without regards to the law. Any board making such a decision would be failing in it's duty to all shareholders and to the company's employees and would be acting in a clear conflict of interest. If proven, the court could re-award ownership of any stripped asset back to the club.

Rankine can be a secured creditor. That doesnt give him the right to mortgage against any asset that the club may own. It simply gives him first dibs on any money that the business may have in the event that it is wound up. He may have a secured right to repayment.  That security may involve holding security over a particular asset. That's a long way off ownership of an asset.  He only gets to enforce any security he may hold in the event of a breach of the terms of any agreement between him and whoever owns the asset on which any debt he's owed is secured. If those terms are breached then he could gain ownership of whatever asset he's secured his debt against or could force a sale in order to recover the value of the secured debt. What he can't do is directly borrow against that asset.

There are significant concerns. Clearly a set of club accounts would be very helpful. It would also be helpful if Brabco would list the items they're claiming as fixed assets. Without those? It's just not justified to suggest that Brabco own particular assets or that Rankine either has a preferred/secured debt or that he holds security against a particular asset. Too much would need to have been done to transfer the ownership of any club asset for it to have been done on the quiet and the current board members would walk - and would do so with much noise and fanfare - before they did anything that could be seen as a breach of their legal duties or a conflict of interest.

 

 

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They're really don't. If the club is a limited liability company (which it is) then the majority shareholders don't own the club.  They simply own a majority shareholding. Their liability exists only as much as their shareholding. If Brabco owned the club then they'd be liable for it's debts as much as they'd also control it's assets. They may be able to act as if they owned the club because no other shareholder could oppose their will in any EGM/AGM vote. Thats some way off ownership. If Dumbarton went bust tomorrow owing £10million (it won't) then Brabco's liability would be £0 and the loss of the value of their shares.
The board of directors are appointed to act on behalf of the company. Their responsibility towards shareholders extends to acting in a way that protects their interests. They have no legal obligation to run the club in a way that makes a financial return for Brabco, only to run the company in the general best interests of it's shareholders. Those best interests don't extend to specifically making a profit - if they did then the directors of any loss making company could be said to have failed their fiduciary duties under the Companies Act 2006. 
Sections 171 to 177 set out the 7 general duties that company directors must comply with. Protecting the company as a going concern is as much a duty of the directors as trading with a profit. Virtually no football club directors could run their business for a profit. Brabco can act to remove any directors they want to by way of an EGM and can vote in a board who will act according to their preferences. That still doesnt get round the issue of transferring assets. The business exists as a legal entity. Any transfer of assets from Dumbarton FC to Brabco for anything other than an appropriate amount of money would see the directors who signed off on such a deal being liable to proceedings under The Companies Act 2006. You can't simply sell major business assets to majority shareholders at below market value without regards to the law. Any board making such a decision would be failing in it's duty to all shareholders and to the company's employees and would be acting in a clear conflict of interest. If proven, the court could re-award ownership of any stripped asset back to the club.
Rankine can be a secured creditor. That doesnt give him the right to mortgage against any asset that the club may own. It simply gives him first dibs on any money that the business may have in the event that it is wound up. He may have a secured right to repayment.  That security may involve holding security over a particular asset. That's a long way off ownership of an asset.  He only gets to enforce any security he may hold in the event of a breach of the terms of any agreement between him and whoever owns the asset on which any debt he's owed is secured. If those terms are breached then he could gain ownership of whatever asset he's secured his debt against or could force a sale in order to recover the value of the secured debt. What he can't do is directly borrow against that asset.
There are significant concerns. Clearly a set of club accounts would be very helpful. It would also be helpful if Brabco would list the items they're claiming as fixed assets. Without those? It's just not justified to suggest that Brabco own particular assets or that Rankine either has a preferred/secured debt or that he holds security against a particular asset. Too much would need to have been done to transfer the ownership of any club asset for it to have been done on the quiet and the current board members would walk - and would do so with much noise and fanfare - before they did anything that could be seen as a breach of their legal duties or a conflict of interest.
 
 
I won't attempt to add to the debate on the legal aspects of all of this, simply because I can't, but I would hazard that anyone viewing affairs at DFC may find that they don't always conform to the conventional norms.

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They might not conform to norms OK3 but unless Brabco have gone completely crazy they at least need to conform to legal standards.

Normal for Dumbarton isn't normal by many people's definition. 

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4 minutes ago, Tartantony said:

Too big to quote all that but Dumbarton are not a Limited Liability Company.

You might want to tell that to the good people at Companies House.

I'll give you a hint - it's company number sc009005.

We're not a publicly listed and traded company. We are still a limited liability company that is bound by the requirements of The Companies Act 2006.

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You might want to tell that to the good people at Companies House. I'll give you a hint - it's company number sc009005.

We're not a publicly listed and traded company. We are still a limited liability company that is bound by the requirements of The Companies Act 2006.

 

 

 

Apologies, misunderstood your LLC chat, ive never seen anyone refer to a private limited company as a LLC. We are a subsidiary of Brabco which is perfectly fine under the Companies Act and they are very much in control of the club.

 

I don't want to clog up the thread with this stuff, I just feel there are signs of something bad coming.

 

The £150k loss over the previous 2 years while still in the championship, the net current liability position at the time of relegation, the drop in revenue last season which would make it even harder to meet those liabilities, Rankine being given the fixed security over part of the stadium right before the accounts are due out then the accounts not being submitted.

 

I hope I'm wrong.

 

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No we're not.

Brabco are majority shareholders. They are not the sole shareholders and we are not a subsidiary of them. Whatever problems we actually have, we don't need to fill in the blanks by inventing new ones or making claims that aren't actually correct.

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