“(b) with effect from16 April 2010 responsibility for the sales process will have been transferred from the [former owners/Investment/Cayman] to the board of [Holdings]; the Chairman's role will include leading that process on behalf of [Holdings]; (c) with effect from16 April 2010 all further discussions and correspondence with interested parties ... will be conducted by or on behalf of the board of [Holdings] and all agreements relating to the process will be entered into by [Holdings]..”
"participate, as leader of the process, in facilitating an exit event or value realisation event for the current owners in respect of the Club (an "
"any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim or matter arising under or in connection with this letter of appointment."
“Plaintiffs bring the suit to save them from an epic swindle at the hands of rogue corporate directors and their co—conspirators. Broughton, Ayre and Purslow (collectively, the "Director Defendants"), have conspired with RBS, NESV, Nash and other un-named co-conspirators to devise and execute a scheme to sell the iconic Liverpool Football Club and Athletic Grounds Limited ... to NESV - the owners of the Boston Red Sox - at a price they know to be hundreds of millions of dollars below true market value. In blatant disregard of their fiduciary duties, the Director Defendants and their co-conspirators have excluded [the former owners], who are also corporate directors and who are the ultimate owners of Liverpool FC, from meetings, discussions and communication regarding the potential sale to NESV. The Director Defendants, RBS and/or their co-conspirators have interfered with efforts by [the former owners] to obtain financing for Liverpool FC, have disregarded or downplayed offers that were actually or potentially superior to the offer made by NESV, and the Director Defendants have repeatedly violated their fiduciary duties of loyalty, care and candor by withholding material information from, and/or misrepresenting material information to, the Plaintiffs regarding negotiations to sell Liverpool FC.” ii) The Introduction continues: “Plaintiffs respectfully pray that this Court will hold each of the defendants collectively and individually liable for the hundreds of millions of dollars in actual damages that their actions are causing Plaintiffs, impose punitive damages that may exceed$1,000,000,000 and award Plaintiffs such other and further relief to which they are justly entitled.” (original emphasis) iii) Section C is headed “Director Defendants Hatch a Plot to Exclude and Mislead [the former owners]”
“Rather than exercising independent, reasoned judgment and honoring their fiduciary duties, on information and belief, the Director Defendants were acting merely as pawns of RBS, wholly abdicating the fiduciary responsibilities that they owed in the sale. Rather than genuinely consider new equity investment, Defendants Broughton, Ayre, and Purslow, with the assistance of Defendant Nash (Liverpool FC's Financial Director), engaged in a press/public relations campaign to undermine the owners' efforts to substantially reduce the debt and eliminate the RBS deadline." iv) At [34] one finds this: “Moreover, the Director Defendants undertook these actions while at the same time enriching themselves at the club's expense. During the very same meeting at which Ayre, Purslow, and Nash received confidential information that later found its way to the media, those three defendants sought approval of the full year-end bonuses of between£250,000 ($398,000 ) and£300,000 ($478,000 ) that were approximately equal to their yearly base salaries. Thus, the Director Defendants were paid hundreds of thousands of pounds each while they were breaching their fiduciary duties and actively undermining the current ownership of the club.” v) At [39] the Director Defendants, RBS, and Nash are said to have unlawfully withheld material information from the former owners relating to negotiations with NESV and another potential purchaser in late September and early October 2010. vi) At [47]: “RBS has been complicit in this scheme with the Director Defendants. For example, in letters from RBS to potential investors obtained just within the past few days, RBS has informed investors that it will approve of a deal only if there is "no economic return to equity" for [the former owners]. In furtherance of this grand conspiracy, on information and belief, RBS has improperly used its influence as the club's creditor and as a worldwide banking leader to prevent any transaction which would permit [the former owners] to recover any of their initial investment in the club, much less share in the substantial appreciation in value of Liverpool FC that their investments have created." vii) Section D is headed "Defendants Conspire to Sell Liverpool FC to NESV at Below-Market Price". This section gives an account of the events of October 5th and 6th 2010. viii) At [53] the Petition describes some at least of the events in this court on 8th and 12-13th October: “On October 8, 2010, RBS sued [former owners, Cayman, Holdings and Football] in a British court tacitly recognising that actions of the rogue board could not have been effective, RBS sought, among other things, a mandatory injunction that would require [those parties] to place Messrs Ayre and Purslow back on the Board. On October 13, 2010, the British court entered an order requiring Messrs Ayre and Purslow and Broughton to be restored to the Boards of [Football and Holdings]. Consistent with Director Defendants’ prior and ongoing breaches of fiduciary duty, the Director Defendants will then, presumably, ratify the collusive and improper deal with NESV in a subsequent vote at a board meeting that is scheduled for 8:30 p.m. London time (2:30 p.m. Central time) today, despite the existence of better offers.” ix) In order to support a declaratory judgment, the petition states at [57]: “an actual controversy exists between the plaintiffs and defendants regarding the defendants' actions and intentions to sell Liverpool FC to NESV for a fraction of the club's fair market value." x) The Petition therefore sought, at [58] a declaration that Ayre and Purslow had been removed as directors of Football and Holdings on4th October 2010 and had no authority to bind those companies, and that all acts authorised by their votes were void, including the approval of the sale of LFC to NESV or any related party. xi) At [66] RBS and NESV are accused of aiding and abetting breaches of fiduciary duty by the Director Defendants. xii) At [69] Sir Martin Broughton is accused of “constructive fraud”. xiii) At [74] Sir Martin Broughton, RBS and NESV are accused of a civil conspiracy, because they: “knowingly and willingly entered into an agreement or confederation, each sharing a common unlawful purpose, or the common purpose of using unlawful means, to whit, promoting the breaches of fiduciary duty of defendants Broughton, Ayre and Purslow.”
“any dispute between the parties (or any of them) arising out of or in connection with (i) the management of the affairs of [Holdings and Football] or any direct or indirect subsidiary of the same (ii) the sale process in relation to [Holdings] or any direct or indirect subsidiary, or the assets of any of the same (iii) the corporate governance arrangements under letters dated 16 and30 April 2010 from The Royal Bank of Scotland Plc to, amongst others, the Defendants; (iv) any "Finance Document" as defined in the Credit Agreement dated25 January 2008 (as amended and restated) between The Royal Bank of Scotland Plc and, amongst others, the defendants.”
"The Defendants shall not, without the prior consent of this Court, commence or pursue, or procure or assist the commencement or pursuit of, any further proceedings relating to the Disputes in any Court or Tribunal other than the High Court of England and Wales or the courts of the member states of the European Union."
“this was an organised conspiracy, it “went on over many months”, and it consisted of the Royal Bank of Scotland, Martin Broughton who wanted to have a good PR event in his life…”
“…pursue “every legal avenue possible”, vowing to mire Liverpool in litigation for years to come. “My clients worked tirelessly to resolve these issues, but RBS would not listen to any reasonable solution and the directors acted selfishly and illegally.””
“greatly aggrieved at the manner in which the sale of [LFC] was conducted, and the terms on which [LFC] was sold, given the alternative proposals which were on the table when the decision to pursue a sale to NESV was taken.”
“While negative declarations can perform a positive role, they are an unusual remedy insofar as they reverse the more usual roles of the parties. The natural defendant becomes the claimant and vice versa. This can result in procedural complications and possible injustice to an unwilling "defendant". This in itself justifies caution in extending the circumstances where negative declarations are granted, but, subject to the exercise of appropriate circumspection, there should be no reluctance to their being granted when it is useful to do so.”
"It is obvious from [Messier Dowty] that the principal factor affecting the exercise of the court's discretion … is the utility of the negative declaration sought. Will the declaration if granted be the legal equivalent of shouting in an empty room, or is there some point in it?"
“usually the best person to decide whether in his own court he should accept or decline jurisdiction, stay proceedings or allow them to continue.”
“Whether a jurisdiction clause applies to a dispute is a question of construction. Where there are numerous jurisdiction agreements which may overlap, the parties must be presumed to be acting commercially, and not to intend that similar claims should be the subject of inconsistent jurisdiction clauses....Where the parties have entered into a complex transaction it is the jurisdiction clauses in the agreements which are at the commercial centre of the transaction which the parties must have intended to apply to such claims ....”