The Wardman Wire

I thought that the blogstorm about Shillings Lawyers closing down several critical websites, and some innocent bystander websites including Boris Johnson’s blog, on behalf of Alisher Usmanov, would benefit from some background information about just who is regarded as a “Fit and Proper Person” to run a football club, and about the history of Mr Usmanov’s dealing with Arsenal.

Before I start, let me make it very clear indeed that this article is NOT making any allegations - however the headline is a very reasonable question to ask in the Alisher Usmanov / Arsenal FC case as a) it applies to all aspiring Directors of Football Clubs, and b) Mr Usmanov is positioning himself to be a significant influence in the life of a major British Football Club.

The Football Association has a “fit and proper person” test, which is enshrined in the following documents:

• Fit and Proper Person Regulations (PDF - 18 pages)
• Form FAPPT1 (PDF)
• Form FAPPT2 (PDF)

The forms are a declaration of compliance with the regulations.

But first, let’s take a quick tour through the history of Mr Usmanov’s interests in Arsenal Football Club.

Alisher Usmanov Purchases of Arsenal Shares

Mr Usmanov currently has around 21% of the Arsenal shares. From the BBC (18th September):

Any lingering doubts about Alisher Usmanov’s intentions at Arsenal have been shattered by his share-buying spree this week.

The Russian billionaire, who bought David Dein’s 14.6% shareholding in April, purchased stock worth almost £40m on Monday and Tuesday to become Arsenal’s second-biggest shareholder.

And - according to the St Petersburg Times (4th September), he is planning to take an Active Role in the Club, as well as aiming for a blocking stake in Arsenal FC:

MOSCOW — Billionaire Alisher Usmanov said Friday that he wanted to increase his stake in Arsenal Football Club to 25 percent and that although he was eager to play an active role in the London club, he was not seeking to buy it outright.

Usmanov’s purchase of nearly 15 percent in the club Thursday — the second investment by a Kremlin-friendly oligarch in a leading English Premier League team after Roman Abramovich bought Chelsea in 2003 — received a mixed reaction from the club’s fans and the British media, with some fearing a Russian takeover.

“I would increase my share to a blocking stake — 25 percent — if such an opportunity presents itself,” Usmanov said. “Regardless of the size of my stake, I am ready to play an active role in the life of the club,” he said in e-mailed comments through his spokeswoman.

In the Guardian this morning:

MOSCOW, Sept 21 (Reuters) - Russian billionaire Alisher Usmanov aims to up his share in British soccer club Arsenal to at least 25 percent plus one share, Russian media reported on Friday.

“I want to be in a position that will allow me a blocking stake and will then wait for it to go up in value,” Interfax news agency quoted Usmanov as saying in a live broadcast on Ekho Moskvy radio station.

On the last day of August Metro reported that Arsenal were going to fight to the last ditch:

Arsenal have vowed to resist any attempts by new Russian investor Alisher Usmanov to take control of the north London club.

More recently, Manager Arsene Wenger has professed not to be worried (BBC: 18 September, Audio Interview):

Arsene Wenger is unworried by rumours of a takeover by businessman Alisher Usmanov, preferring to focus on Arsenal’s Champions League match against Sevilla on Wednesday.

Those FA Fit and Proper Person Regulations

To dive into the detail … the FA regulations apply to “ANY INDIVIDUAL QUALIFYING AS A DIRECTOR” (phrase used repeatedly). This phrase is defined as (quoted in full for clarity from section 1.1):

“Director” means in respect of any Club, any individual person operating the powers that are usually associated with the powers of a director of a company incorporated under the Companies Act (as a company limited by shares or by guarantee) including, but not limited to:

a) a person exercising direct or indirect control over a corporate director of the Club

b) a person registered as a director or secretary of the Club with the Registrar of Companies;

c) a person for whom a Form 288(a) (to be filed with the Registrar of Companies) has been completed in relation to the Club;

d) a person who has been elected to become a director of the Club at a meeting of the board of directors of the Club;

e) a person who has been elected to become a director of the Club at a meeting of the members of the Club;

f) a person in accordance with whose directions or instructions the persons constituting the management of the Club are accustomed to act; or

g) a person who exercises or is able to exercise direct or indirect control over the affairs of the Club. For the purposes of this definition, a person shall be regarded as being able to exercise direct or indirect control over the affairs of the Club in
particular but without prejudice to the generality of the preceding words if that person owns or is entitled to acquire 30% or more of the share capital or issued share capital of the Club or the voting power in the Club.

The interesting is subclause (g). I am not aware that Mr Usmanov intends to become a Director, but he is close to qualifying under this section. If the deal he is reported to have struck a deal to buy a further 12% of shares owned by Stan Kroenke goes through, he will be well over the 30% threshhold. From the BBC on 16th September (admittedly reporting on an item in the Sunday People)

What do the Regulations Say?

They say rather a lot about who is and is not a “fit and proper person” to be a Director of a Football Club: From the foirms APP1 and APPT2:

People are not “fit and proper” who have been:

• Disqualified as Directors
• Banned by a “sports governing body”
• Been made bankrupt.
• Been a Director of football clubs subject to too many “insolvency events”.
• Been convicted of any offences listed in the Regulations.

The last one is most interesting. There is a huge table of offences which exclude people from being a Director, including this one

Anti-Terrorism, Crime and Security Act 2001 - Section - 109 Bribery and corruption committed outside the UK

There are also dozens of Comany Act and other administrative offences, and others relating to electronic communication, where conviction causes disqualification.

And where is this going?

Of itself - nowhere. I have no idea whether the criticisms of Mr Usmanov are true or not, and this article is NOT making any allegations.

However, I do say that attempting to silence critics, rather than address their claims in debate, will only make people examine Mr Usmanov that much more closely.

Tags: alisher usmanov, arsenal football club, red and white holdings, bloggerheads, craig murray, boris johnson, football, football asociation, fa[tags]alisher usmanov, arsenal football club, red and white holdings, bloggerheads, craig murray, boris johnson, football, football asociation, fa[/tags]