Burke Fired

[ensco]

So the only place where a disruption could happen is if it takes a long time for Rogers and Bell to agree with one another, and place their vote.  I haven't been to a lot of board meetings so I don't really know if there is a time limit on voting or not. 

I understand though that once they do decide, then watch out, cause it's going to happen.

Well, I mean, that depends on how many contentious issues really arise. I don't think the MLSE board meets all that frequently, so, there'll be plenty of time for things to be discussed privately before voting becomes a necessity.

With respect, this is why you are wrong. Get ready for a world of nothing but contentious issues.

That's where the problem with this mechanism lies. I have heard lawyers laughing about this exact part of the transaction. If the holdco can't vote, then Tanenbaum decides the matter. The problem is especially acute with Tanenbaum as Chairman (which is something he negotiated), which gives him the power to call meetings and call votes.

Larry thought (I think) that there was a balance of power because both Bell/Rogers had to worry about how Larry viewed them, in a scenario where the holdco couldn't vote. Which was his supposed protection from what just happened. Which didn't work.

Which exposed new, big problems for Tanenbaum. For example, can Bell/Rogers can be trusted to bid top dollar for MLSE rights in good faith, or will they have quiet advance conversations, and lowball? What do you think Tanenbaum thinks now?

This whole setup is deeply unstable. Every step these three parties take, from here on, each side will be lawyered up to the gills.

I take it that Tanenbaum is effectively out of the picture in terms of voting because the Bell-Rogers holding company has two thirds of the MLSE votes.

The "lawyers" very probably put some form of tie breaking mechanism into the by-laws for that holding company. For example:
- a provisional or independent director
or
- a rotating chairman who votes only to break a tie

I don't see it as a gigantic problem.

I do see the marriage between the two as potentially getting split up at some point - particularly if a second NHL team enters the Toronto market. In fact, it would not shock me if they haven't already worked out the details because this current arrangement could solve a bunch of problems for the NHL trying to put a second team in Toronto - and that may well be part of the reason they got married to own MLSE in the first place.

As long as Tanenbaum is the Chair and is on the NHL Board of Governors, he has the ability to inflict  pain on Bell/Rogers. He can inflict a lot of pain in any scenario where they can't agree.

Re Tanenbaum under Teachers, he wasn't passive at all, he was the nominee to the NHL Board of Governors! Look at the nominees.
http://www.hockeycentral.co.uk/nhl/intro/Board-of-Governors.php

The situation was highly unusual. If you found a list with a thousand companies that had a controlling shareholder and a 20% shareholder, 992 of the 20% shareholders would have less influence than Tanenbaum did.

Re the second GTA team theory, interesting.

 

[cw]

So the only place where a disruption could happen is if it takes a long time for Rogers and Bell to agree with one another, and place their vote.  I haven't been to a lot of board meetings so I don't really know if there is a time limit on voting or not. 

I understand though that once they do decide, then watch out, cause it's going to happen.

Well, I mean, that depends on how many contentious issues really arise. I don't think the MLSE board meets all that frequently, so, there'll be plenty of time for things to be discussed privately before voting becomes a necessity.

With respect, this is why you are wrong. Get ready for a world of nothing but contentious issues.

That's where the problem with this mechanism lies. I have heard lawyers laughing about this exact part of the transaction. If the holdco can't vote, then Tanenbaum decides the matter. The problem is especially acute with Tanenbaum as Chairman (which is something he negotiated), which gives him the power to call meetings and call votes.

Larry thought (I think) that there was a balance of power because both Bell/Rogers had to worry about how Larry viewed them, in a scenario where the holdco couldn't vote. Which was his supposed protection from what just happened. Which didn't work.

Which exposed new, big problems for Tanenbaum. For example, can Bell/Rogers can be trusted to bid top dollar for MLSE rights in good faith, or will they have quiet advance conversations, and lowball? What do you think Tanenbaum thinks now?

This whole setup is deeply unstable. Every step these three parties take, from here on, each side will be lawyered up to the gills.

I take it that Tanenbaum is effectively out of the picture in terms of voting because the Bell-Rogers holding company has two thirds of the MLSE votes.

The "lawyers" very probably put some form of tie breaking mechanism into the by-laws for that holding company. For example:
- a provisional or independent director
or
- a rotating chairman who votes only to break a tie

I don't see it as a gigantic problem.

I do see the marriage between the two as potentially getting split up at some point - particularly if a second NHL team enters the Toronto market. In fact, it would not shock me if they haven't already worked out the details because this current arrangement could solve a bunch of problems for the NHL trying to put a second team in Toronto - and that may well be part of the reason they got married to own MLSE in the first place.

As long as Tanenbaum is the Chair and is on the NHL Board of Governors, he has the ability to inflict  pain on Bell/Rogers. He can inflict a lot of pain in any scenario where they can't agree.

Re the second GTA team theory, interesting.

I don't see that. If Tanenbaum doesn't perform his fiduciary duty to get the appropriate input from the MLSE board on the league BoG votes, he'd be promptly removed. He's a figurehead chairman and cannot make a bunch of those calls that affect MLSE all by himself. I'm sure that's all clearly laid out in his shareholder agreement.

 

[Kin]

Larry thought (I think) that there was a balance of power because both Bell/Rogers had to worry about how Larry viewed them, in a scenario where the holdco couldn't vote. Which was his supposed protection from what just happened. Which didn't work.

I doubt very much that Tanenbaum went into this arrangement thinking that he'd have anything in the way of a final say in things. He was fully aware of and party to the negotiations including the structure of the holding company. The extra 5% of the company that he walked away with, I think, was his payment for continuing to be the public face of ownership while having ultimately very little in the way of decision making power.

And, really, why should he expect otherwise? He owned 20% of MLSE before this transaction went down. How much control should he realistically expect to have?

Which exposed new, big problems for Tanenbaum. For example, can Bell/Rogers can be trusted to bid top dollar for MLSE rights in good faith, or will they have quiet advance conversations, and lowball? What do you think Tanenbaum thinks now?

In this specific instance, I'm pretty sure there are things in the CBA that prevent the sort of lowballing you're talking about when it comes to media rights. The PA will be very much on the lookout to make sure players get their 50% of a legitimate rights fee.

This whole setup is deeply unstable. Every step these three parties take, from here on, each side will be lawyered up to the gills.

Honestly, companies of this size, they have a team of lawyers to tell them how cold it is every morning. This is just something new in the inbox.

 

[bustaheims]

Honestly, companies of this size, they have a team of lawyers to tell them how cold it is every morning. This is just something new in the inbox.

That, and we're talking about two of the biggest and richest organizations in Canada. You can be sure they had the best lawyers available look over every letter of every agreement they entered into as part of this arrangement. There's absolutely no way they'd enter into an agreement where Tanenbaum holds any real power to over-rule either of them. In reality, he's the Non-Executive Chair because, other than the representative from the team's law firm that holds the 6th spot of the board, he's the best option for someone impartial.

 

[ensco]

You guys are missing it. It's not about who has more, or better, lawyers.

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received, in addition to the bump in his ownership percentage, a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

It'll be obvious soon enough.

 

[cw]

You guys are missing it. It's not about who has more, or better, lawyers.

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

It'll be obvious soon enough.

BCE & Rogers have boards of directors and lawyers too. They didn't vote to approve this deal that spent $1.3 billion of their money to buy controlling interest of MLSE so that Tanenbaum could play with their new collective $1.75 billion corporate toy.

Tanenbaum had the right of first refusal to buy controlling interest and took a pass.

Tanenbaum was a figurehead with the Teachers to stroke his ego then and he's a figurehead to stroke his ego now. That's all.

According to Burke's remarks and media reports, Tanenbaum wanted to keep Burke on. But the folks who really run and control MLSE felt differently. We all know how that turned out. Tanenbaum waived goodbye to guy he wanted.

 

[ensco]

You guys are missing it. It's not about who has more, or better, lawyers.

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

It'll be obvious soon enough.

Tanenbaum was a figurehead

Just repeating it doesn't make it true.

 

[cw]

You guys are missing it. It's not about who has more, or better, lawyers.

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

It'll be obvious soon enough.

Tanenbaum was a figurehead

Just repeating it doesn't make it true.

Brian Burke has lots of time on his hands these days. Track him down and ask him.

 

[WhatIfGodWasALeaf]

You guys are missing it. It's not about who has more, or better, lawyers.

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received, in addition to the bump in his ownership percentage, a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

It'll be obvious soon enough.

How could you know any of that?

 

[13th fan]

The Ghost is at again , Burke's final press meeting parody(warning strong language )[youtube]http://www.youtube.com/watch?v=6u28I6faWuU&feature=share&list=UUbrOpxWGY5sJ5Eh1xXFwQlA[/youtube]

 

[Kin]

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received, in addition to the bump in his ownership percentage, a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

You think he got a bunch of rights and entitlements in this deal, the resulting corporate structure one that was heavily scrutinized by the CRTC but that where then not disclosed to the CRTC? I think Bell and Rogers would be in some pretty hot water if that were the case.

The guy got a 5% bump in his ownership stake, something that amounts to something like 90 million dollars, I don't think he needed more incentive to continue to not do anything.

 

[rdowdall]

You guys are missing it. It's not about who has more, or better, lawyers.

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received, in addition to the bump in his ownership percentage, a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

It'll be obvious soon enough.

How could you know any of that?

Maybe ensco is a cat burglar, but instead of stealing jewels and priceless works of art, he steals corporate memos that contain information about how every person on a board is going to try and screw over every other person on that board, just because they want to burn a very profitable organization to the ground because they can.

But really, why are they going to be in disarray all the time?  Why is Larry going to try and screw over Bell and Rogers?  What is his motive to do so?

 

[cw]

Tanenbaum had a very valuable ROFR (right of first refusal) provision with Teachers which was the source of his unusual position in that setup. In return for not exercising that right in the Teachers sale process, Tanenbaum received, in addition to the bump in his ownership percentage, a number of unusual rights and entitlements from Bell/Rogers, relating to the Chair position, the nomination to the Board of Governors, and other governance rights, most of which have not been publicly disclosed.

You think he got a bunch of rights and entitlements in this deal, the resulting corporate structure one that was heavily scrutinized by the CRTC but that where then not disclosed to the CRTC? I think Bell and Rogers would be in some pretty hot water if that were the case.

The guy got a 5% bump in his ownership stake, something that amounts to something like 90 million dollars, I don't think he needed more incentive to continue to not do anything.

That 5% wasn't given to Tanenbaum. He bought it from TD - exercising that right of first refusal on their shares.

 

[Kin]

That 5% wasn't given to Tanenbaum. He bought it from TD - exercising that right of first refusal on their shares.

Huh. I'd seen it reported differently. No matter though.

 

[cw]

That 5% wasn't given to Tanenbaum. He bought it from TD - exercising that right of first refusal on their shares.

Huh. I'd seen it reported differently. No matter though.

Looked it up to check. You're right to the extent that it has been reported differently by different sources.

The short version of what I've concluded is that Tanenbaum got a discount on the 5% additional shares he bought for helping broker the deal to overcome the impasse on broadcasting rights - of which he effectively owned 20% via his shares and the Teachers - at that point the balance of those rights via their shares (as they had picked up TD's portion).

 

[Joe S.]

4. Burke in 2009 on his Dmen: "I really believe one through six, we can stack our group up against almost any other team....... One through six. If your top four are Tomas Kaberle, Dion Phaneuf, Francois Beauchemin, Mike Komisarek, Gunnarson, Finger. Round it out any way you want, that's a pretty good group." I think a lot of folks would have a problem with the quality of that talent assessment by a NHL GM.

In hindsight, I think it's easy to criticize this assessment, but I, and many others at the time, were of the same opinion. It was not a crazy notion back then. As a top 4, that looked pretty good.

 

[BlueWhiteBlood]

The short version of what I've concluded is that Tanenbaum got a discount on the 5% additional shares he bought for helping broker the deal to overcome the impasse on broadcasting rights - of which he effectively owned 20% via his shares and the Teachers - at that point the balance of those rights via their shares (as they had picked up TD's portion).

I never looked, but I do remember something about part of the TD share going to Tanenbaum. But I also think it's entirely plausible that Tanenbaum has made a better deal for himself, with his right to veto the Teacher's sale. Wasn't the sale stalled for a long time, before Bell/ Rogers finally broke through?

Is this information even available to the public anywhere?

 

[hockeyfan1]

More on the Burke situation:  Do not know how valid the following is, but makes for some interesting insight...

From:
http://www.thehockeynews.com/articles/49318-New-Maple-Leafs-owners-quickly-take-charge-of-organization.html

According to one insider who has a close relationship with members of the Leafs? Board of Directors, Cope had intended to fire Burke all along...

.....according to this source, there was nothing Burke did recently that would lead him to be fired and it was, in fact, the result of a boardroom battle between Cope and Tanenbaum that led to his early dismissal.

According to our source, the board of directors of Maple Leaf Sports and Entertainment recently held a meeting, at which Tanenbaum suggested the company hire current president and chief operating officer, Tom Anselmi, to be the chief executive officer, which would mean he would effectively be the man permanently running the day-to-day operations of the company and would report directly to the chairman.

Cope refused, which led to a heated exchange between him and Tanenbaum. It was then that Cope apparently decided to accelerate the process to fire Burke and called a vote of all six members. Board members Cope and Mary Ann Turcke of Bell Canada Enterprises, Nadir Mohamed and Edward Rogers of Rogers Communications voted in favor and Tanenbaum and Dale Lastman voted against. When that happened, Tanenbaum had no choice but to relieve Burke of his duties.

...and...

...being CEO of the Leafs...According to one source, the position has been offered to former Montreal Canadiens chairman Pierre Boivin, Hockey Canada president Bob Nicholson and CTV president and CEO Phil King and all three have turned it down.

 

[BlueWhiteBlood]

I may have posted that article..... maybe.... already 

 

[cw]

Folks, I removed the sleazy rumor stuff in the best interests of the site.