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Global rules on foreign direct investment (FDI)
Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
United Kingdom | Publication | augustus 2023
In February 2023, the government released its policy paper aiming to put “fans right back at the heart of football”. Our 2021 report set out a proposed model for what fan ownership could look like and how fans may raise the finance to acquire control of a football club but, whilst fan involvement continues to be a prevalent issue within the UK football industry, the government white paper fell short of requiring all clubs to possess a “golden share” and outright fan ownership remains rare in the UK, particularly in the top divisions. This, however, is not to say that fan power more generally is not on the rise.
When professional football began to emerge in the UK in 1899, the Football Association allowed clubs to be limited companies but prohibited payments to directors and restricted dividends and payments to owners on a winding up. The final part of this rule survives to this day, with Rule I2.3 of the section titled “Rules of the Association” within the FA Handbook stating that clubs’ articles of association must provide that any surplus on a winding up has to be given to “The Football Association Benevolent Fund or … to any local charity, or charitable or benevolent institution”. Whilst the restrictions on payments to directors and dividends have since been lifted, the restrictions on distributions on a winding up emphasise the focus within football in the UK on seeking to protect the tradition of football clubs benefiting their local communities – often at the expense of owners taking profits out of trading football clubs – and the unique nature of football club ownership in the UK.
Indeed, the unique nature of football club ownership has been particularly prevalent over the past year, with Everton’s board of directors not being able to attend matches since January due to what the club described as “a real and credible threat to their safety and security”. Manchester United fans have long protested the Glazer family’s ownership of the club and, in the wake of the Super League announcement, Manchester United fans even managed to postpone their fixture against Liverpool when protesting the Glazers’ ownership. In the past year, this has extended to protests in connection with the sale process of the club, with the Manchester United Supporters’ Trust stating that a minority sale would be “a disaster” and would lead to “open revolt from the fans” amid reports that the Glazers may only offload a minority stake.
In this sense, whilst fans may not necessarily have direct ownership stakes in the clubs that they support, they continue to have significant power in connection with the ownership and management of their clubs, ensuring that owners do not have the unfettered power that typically comes with ownership in most other industries. Even in the absence of a “golden share” or an equivalent “50+1 rule” (as seen in German football), fans can often have considerable influence in the UK, influencing key decisions such as when and to whom clubs are sold in a similar way to how minority shareholders will often have a list of “reserved matters” which the company can only take with the approval of a requisite majority of a certain number of shareholders. Whilst fans may bemoan their status as “consumers” of the clubs that they support, it is precisely this that allows them to wield this power; fans are both a huge source of income to football clubs and a large part of the “product” that clubs are selling, which puts pressure on owners to try to keep the fans “onside”.
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