RBS v Hicks & others

Liverpool ownership case begins in High Court

October 12, 2010
By ESPNsoccernet staff

Proceedings to decide the future of Liverpool FC began in the High Court on Tuesday with barristers accusing Tom Hicks and George Gillett of "breathtaking arrogance" during their ownership of the club.

A Liverpool fan waits outside the High Court
PA PhotosA Liverpool fan waits outside The Royal Courts of Justice.

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Royal Bank of Scotland, the club's major creditors after lending Hicks and Gillett the money to buy the club back in March 2007, have taken the duo to court to force through the £300 million sale - sanctioned by their man on the Liverpool board Martin Broughton - to New England Sports Ventures.

Hicks and Gillett are opposed to the sale and the key issue in court 16 of London's Royal Courts of Justice is who has the necessary authority to agree a takeover.

The Liverpool board was reconstructed in agreements Hicks and Gillett were party to when the Americans were forced to seek a six-month extension with the RBS on their £237 million loan in April. The deal brought in Broughton as Liverpool's independent chairman, with powers to sell the club.

Hicks and Gillett rejected an offer by NESV to buy the club last week but Broughton and two other members of the board accepted. The American duo reacted by attempting to sack the board, an act that RBS lawyers told the High Court was a breach of clause C3 of their April agreement with regards to restructuring the board.

RBS barrister Richard Snowden QC then appealed to the judge, Mr Justice Floyd, to "restore a clearly constituted and functioning board" who could sell the club to potential new owners NESV and added: "It cannot wait and it would be wrong for Mr Hicks and Gillett to profit from their tactics."

The judge was asked to impose injunctions on the owners requiring them to restore the original constitutions of the companies and managing directors, therefore removing the final stumbling block to a takeover.

Hicks and Gillett's representative, Paul Girolami QC, countered RBS' opening comments by saying: "This case is not about the owners trying to maintain their ownership of the club ... The owners' issue is that the board did not properly enter into the NESV agreement in that the directors did not properly consider alternative offers and so it is they who are in breach of the terms of the sale agreement with RBS.

"This dispute then is about maintaining terms of the sale agreement: mainly that all alternative offers are properly considered by the board before an offer is accepted."

In the latest developments:

•  Hicks and Gillett's representative, Paul Girolami QC, told the court that Friday's deadline to repay RBS on October 15 is not applicable and that the two Americans are "locked into an agreement" until November 1 with the bank.

•  Hicks has written a letter to the court in which he details how he and co-owner Gillett "had become excluded from the sales process by the board". Hicks says the sub-committee on the board started to refer to themselves as "the home team" and that the "resolution of the sub-committee is invalid because the English directors were in breach of the sales contract with RBS".

•  Lord Grabiner QC, representing the Liverpool board, has said that it is "besides the mark" that there are two alternative offers for the club as the board are within their rights to accept the bid from NESV.

•  Lord Grabiner has also described Hicks and Gillett as "slippery" and claimed they wanted a one-week adjournment to the meeting to discuss the sale to NESV, despite the fact that the offer expired on October 5. Lord Grabiner denied the "sub-committee" excluded the two Americans from the meeting.

•  The Judge has said it is a "little ambitious" for the case to be settled by Friday.

•  A QC for RBS has dimissed suggestions that there is no October 15 deadline. The QC said: "RBS is a lender that deserves to be repaid £200 million on Friday. It is wrong of Hicks and Gillett to try and delay that process."