This language might have USC and UCLA wetting their pants right now

[Cougsocal]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

 

[COUGinNCW]

I’m no lawyer but i’ve felt like usc and UCLA gave up all their media money once they gave notice. Similar to the way the ACC contract reads.

 

[Brent H.]

I think the conference, thanks Kliavkoff got caught with their pants down. I think every member thought the conference would fold once all that crap went down a month ago. They really thought wsu and OSU would just go to the MWC and that will be that. They didn’t factor that maybe wsu and OSU wouldn’t do anything. Could have wsu and OSU been playing the conference the entire time where they saw that they could inherit a 1/2 billion in revenue and the network if they just didn’t do anything and let all the other schools do what they did? I think it’s possible. I think that is why you saw members try to skirt around the bylaws and had Kliavkoff call a meeting and leak that nobody has given official notice to try and do damage control that there was 7 voting members.

It was no secret that wsu and OSU didn’t have a home when realignment talk started last year. Maybe Schulz and the OSU president knew this and just sat on their hand until it was the right time to finally go all in.

Maybe I’m being too optimistic, but also I wouldn’t put anything past the other members for being too self-center to actually read the bylaws.

 

[Cougsocal]

I’m no lawyer but i’ve felt like usc and UCLA gave up all their media money once they gave notice. Similar to the way the ACC contract reads.

The "by laws" are insanely little guy friendly as we are quickly finding out. Why UCLA/USC would sign on to this is crazy, in retrospect. Their counsel did not do their job, which was to brain storm possible situation, and how they might adversely impact them. Like, what happens if we want to bolt early for more money? Isn't that the first and most obvious scenario you'd consider? It is as though, they did not conceive of this possibility. Shut out in voting and in breach, immediately, if they make an announcement at anytime prior to the end of the existing deal, when a new deal would like be in place, and they would be in breach of that deal too.

 

[longtimecoug]

I think the conference, thanks Kliavkoff got caught with their pants down. I think every member thought the conference would fold once all that crap went down a month ago. They really thought wsu and OSU would just go to the MWC and that will be that. They didn’t factor that maybe wsu and OSU wouldn’t do anything. Could have wsu and OSU been playing the conference the entire time where they saw that they could inherit a 1/2 billion in revenue and the network if they just didn’t do anything and let all the other schools do what they did? I think it’s possible. I think that is why you saw members try to skirt around the bylaws and had Kliavkoff call a meeting and leak that nobody has given official notice to try and do damage control that there was 7 voting members.

It was no secret that wsu and OSU didn’t have a home when realignment talk started last year. Maybe Schulz and the OSU president knew this and just sat on their hand until it was the right time to finally go all in.

Maybe I’m being too optimistic, but also I wouldn’t put anything past the other members for being too self-center to actually read the bylaws.

I think you may be right, they assumed we would go quietly into the mt west
While they ransacked confetence assets on the way out the door

 

[dgibbons]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

Step 1, get control. Step 2, get the cash. The ruling on Step 1 ought to get you Step 2.

 

[dgibbons]

The "by laws" are insanely little guy friendly as we are quickly finding out. Why UCLA/USC would sign on to this is crazy, in retrospect. Their counsel did not do their job, which was to brain storm possible situation, and how they might adversely impact them. Like, what happens if we want to bolt early for more money? Isn't that the first and most obvious scenario you'd consider? It is as though, they did not conceive of this possibility. Shut out in voting and in breach, immediately, if they make an announcement at anytime prior to the end of the existing deal, when a new deal would like be in place, and they would be in breach of that deal too.

The bylaws are either poorly drafted, or the members could not agree on anything other than some boilerplate stuff.

For example, the bylaws don't even specify how the notice of withdrawal is supposed to be transmitted (such as certified mail, first class mail, email, personal service, etc.). That allowed the argument that counsel made that when CU sent a "heads up" email to the conference that a press conference was going to happen later that day to announce CU was going to the Big XII.

 

[BSpike76]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

I noted that on Friday in one of the threads. No one commented, so I figured, IANAL and it didn’t mean what it said. Good to hear this might be something.

 

[MapleStCoug]

The "by laws" are insanely little guy friendly as we are quickly finding out. Why UCLA/USC would sign on to this is crazy, in retrospect. Their counsel did not do their job, which was to brain storm possible situation, and how they might adversely impact them. Like, what happens if we want to bolt early for more money? Isn't that the first and most obvious scenario you'd consider? It is as though, they did not conceive of this possibility. Shut out in voting and in breach, immediately, if they make an announcement at anytime prior to the end of the existing deal, when a new deal would like be in place, and they would be in breach of that deal too.

I mean to be fair USC was also busy hiring Lynn Swann and drunk Sark around the same era, not exactly a surprise that they took a backseat on this.

 

[moxeecoug]

This also means these programs will get nothing beyond having their expenses taking care for bowl games and basketball tournaments for this year. WSU and OSU will control that money. All of a sudden I am hoping for a strong showing post season play for multiple PAC12 teams including seeing teams playing for national championships in football and basketball because they will be playing to fill WSU’s and OSU’s coffers.

 

[BSpike76]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

Think this might be one of the bylaws they wanted to change at the Wednesday meeting?

 

[ttowncoug]

The bylaws are either poorly drafted, or the members could not agree on anything other than some boilerplate stuff.

For example, the bylaws don't even specify how the notice of withdrawal is supposed to be transmitted (such as certified mail, first class mail, email, personal service, etc.). That allowed the argument that counsel made that when CU sent a "heads up" email to the conference that a press conference was going to happen later that day to announce CU was going to the Big XII.

I'm of the opinion that when all of this was drafted, NO ONE was ever contemplating they'd leave the conference, so these details we glossed over or weren't fleshed out as they were all focused on other things....like the Pac-12 network and how much CASH Larry was going to make them.

Fastfoward....here we are.

 

[cr8zyncalif]

Plotters often get so caught up in their machinations that they fail to consider consequences outside their plotting. Clearly, Carol Folt was so wrapped up in her back room dealing with the B10 that she failed to do any due diligence at all regarding repercussions. Why the damage aspect due to the USC/UCLA move was not jumped on earlier is an interesting question...was it the "collegiality" aspect? Or did NONE of the presidents know of or understand this language? The Commish should have been jumping up and down, but he is clearly worthless. Now we bring in an outside firm and they read the language...and smile...with the shark teeth showing.

The PAC is in interesting times. The irony of 10 of them dumping on the other two only to lose a dump truck full of money due to their lemming-like jumps is heavy.

 

[Meister_Rebel]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

That's interesting. Regarding UCLA violating Pac-12 Bylaws and Constitution and as you call it a colorable claim. If they are in breach then why not extend that to the University of California Board of Regents that gave UCLA permission. Did they not enable the breach and should also be held accountable? Did they not read the Pac12 bylaws and constitution before approving?

Put those lawyers to work.

 

[Cougini5591]

Step 1, get control. Step 2, get the cash. The ruling on Step 1 ought to get you Step 2.

Step 1 - Collect Pac 12 underpants

Step 2 -

Step 3 - Profit

 

[BSpike76]

Step 1 - Collect Pac 12 underpants

Step 2 -

Step 3 - Profit

I’d burn those undies in step 2. That or soak in bleach, then wash them. Kinda like cloth diapers.

 

[Stretch 74]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

I like and appreciate your interpretation of this portion of the bylaws, and I hope it is as you say, as I certainly agree with you here. Now I assume that we do not use crayons for a "colorable" claim (HAHAHA), but can you give a quick explanation of the words application? Is it synonymous with "actionable"? To me, actionable seems like the perfectly apt word, but maybe colorable is just legalese designed to confuse us out in the great unwashed.

 

[95coug]

I’m no lawyer but i’ve felt like usc and UCLA gave up all their media money once they gave notice. Similar to the way the ACC contract reads.

The way I read the bylaws, this is correct. But... if we follow precedent: WSU/OSU are using the conference's notification to CU that they forfeit their vote to establish that the others forfeit theirs too. I think that's correct. But under the bylaws, since USC/UCLA announced their departure a year ago, they should not have received media money for 2022-23 either. If they got paid (and this would have happened in July/August, I think), then by the same precedent the remaining 8 should get paid for 2023-24. The bylaws do indicate that it's at the conference's discretion though, so WSU/OSU - once they are confirmed as the only voting members - can reverse the precedent and not pay anyone. I'm confident that at least 8 of the defectors would immediately challenge that though.

I'm of the opinion that when all of this was drafted, NO ONE was ever contemplating they'd leave the conference, so these details we glossed over or weren't fleshed out as they were all focused on other things....like the Pac-12 network and how much CASH Larry was going to make them.

Fastfoward....here we are.

I think that's 100% correct. This was all put together in 2010-11, when we were actively expanding and had just missed becoming the Pac-16 and destroying the Big 12. Larry was telling everyone how much money the network was going to make, and dissolution wasn't even an afterthought. This section was put in just because there had to be an escape, but nobody paid attention to it, nobody detailed it...because it was never going to be used.

 

[95coug]

This is from the complaint for injunction relief. I not a transactions attorney, in fact, I practice exclusively in an unrelated tiny area of the law, so I'm no expert, but when I read this, I kinda spewed my cup of coffee, thinking that we may be going after USC/UCLA next.

"In June 2022, the University of Southern California (“USC”) and the University of California, Los Angeles (“UCLA”) announced that they would leave the Pac-12, effective August 2024, at the conclusion of its existing media rights deals with ESPN and Fox, to join the competing Big Ten Conference. Those announcements violated the Pac-12’s Constitution and Bylaws (“Bylaws”), which state that “[n]o member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024[.]” This prohibition recognizes the substantial and irreparable harm that an early notice of withdrawal causes to the Conference, including to its ability to retain other members and to negotiate future media rights deals, which generate significant revenue for the member schools and support the Conference’s mission."

Doesn't this set out a colorable claim that USC/UCLA are the proximate cause of all the damage we have and will suffer as a result of the break up and were in breach? Is this why we retain Wall Street counsel? Thoughts anyone, but particularly from attorneys out there with some business/transactions experience.

Go Cougs!

I'm not sure I see that as an argument worth making. How do you show that the damage done by USC/UCLA's departure was any greater than that of UO/UW, or of Stanford/Cal?

After USC/UCLA left, the Pac-10 was publicly standing firm. There were various statements about expansion, but everyone said they'd continue. So USC/UCLA didn't pose an existential threat. They impacted value, but how much? There was no contract offer with them in place, so it's hard to say.

You could argue that UW/UO cost the other 8 teams $20M/year, because they blew up the Apple deal. But even after they left, others said they were staying...at least for a few hours. Their departure did lead directly to those of UU/UA/ASU, so maybe there's a case against UW and UO. But even when we were down to 4, everyone was saying we were looking at expansion and we'd carry on.

Stanford and Cal leaving was probably the final nail, and really eliminated any possibility of the Pac-12 continuing in more than name only. But even without them, WSU/OSU have talked about the reverse merger and continuing the Pac-something...which means that even the loss of 10 teams doesn't necessarily eliminate the conference.

So, how do you show who carries how much responsibility? I don't think you do. You lump them all together and point at the bylaws. You say they left, they don't get to vote, and they forfeit their shares. Take the money and do what we're going to do.

 

[roses04]

"Dump truck full of Money"?

Well, we will see, the conference has been so poorly run that number right now is somewhere between 0 and 400 million. If the number is $200 or more it opens up a lot of options for WSU and OSU, Split 150 for 75 each, that covers you for 4-5 years along with current revenues. Use the other 50 reserve or to entice some teams to come over. Anything north of 100 million would be great, just have no idea how much is there. In addition to a law firm, they need to hire a a big 4 accounting firm to audit the books and manage expenses.

Right now, George can't be trusted, nor can any of the other schools, it's not a wonder this league collapsed. The lying, backstabbing, and manipulation doesn't stop, they could do a TV series the Real Bitche$ of the PAC 12. IT appears George called the meeting for this week and brought in the old guard. I am sure it was more about his salary than protecting employees, if they cared about the employees they wouldn't have left to begin with. A WSU/OSU plan to continue with the conference offers them better job security than what George is offering, maybe we have reason to eliminate him with cause. Mtn West has no network, I am sure we could run this out of Vegas and reduce cost, an get a boarder-based subscription deal. I am sure Apple would still like to get into College Football, at a lower price, and pick up some other network through a streaming service. Yes, you'll have to pay, as everyone will in the future, we might as well get in front of it. $10 a month to watch as much Coug stuff as I want is cheap entertainment.

I do believe a true West Coast Conference is worth some money, due to the time zone, not 30 million a team, but getting up to 15 might be possible, with the right mix of schools, good competition, and a league where half your teams are far better than half of the "Power 4 teams", should lead to a solid subscription base. The Pac 12 has 2.5 million subscribers. If you get 1.5 million subscribers at $10 a month, that's 180 million a year. I realize there are production costs, but I do believe you can easily double the subscription numbers without much difficulty. And there are other revenue streams from broadcast TV, ticket sales, radio and of course athletic donors. I would guess that WSU and OSU, need at least 25 million a year to maintain their current level of coaching salaries, and programs, anything less and they are cutting programs and salaries. Having a cushion from the funds in the pac 12 kitty, if there is any, will go a long way in helping both programs adapt to the new environment. George maybe concerned about people at the network, but there are many employees at WSU and OSU that will be impacted by this as well.

 

[95coug]

"Dump truck full of Money"?

Well, we will see, the conference has been so poorly run that number right now is somewhere between 0 and 400 million. If the number is $200 or more it opens up a lot of options for WSU and OSU, Split 150 for 75 each, that covers you for 4-5 years along with current revenues. Use the other 50 reserve or to entice some teams to come over. Anything north of 100 million would be great, just have no idea how much is there. In addition to a law firm, they need to hire a a big 4 accounting firm to audit the books and manage expenses.

Right now, George can't be trusted, nor can any of the other schools, it's not a wonder this league collapsed. The lying, backstabbing, and manipulation doesn't stop, they could do a TV series the Real Bitche$ of the PAC 12. IT appears George called the meeting for this week and brought in the old guard. I am sure it was more about his salary than protecting employees, if they cared about the employees they wouldn't have left to begin with. A WSU/OSU plan to continue with the conference offers them better job security than what George is offering, maybe we have reason to eliminate him with cause. Mtn West has no network, I am sure we could run this out of Vegas and reduce cost, an get a boarder-based subscription deal. I am sure Apple would still like to get into College Football, at a lower price, and pick up some other network through a streaming service. Yes, you'll have to pay, as everyone will in the future, we might as well get in front of it. $10 a month to watch as much Coug stuff as I want is cheap entertainment.

I do believe a true West Coast Conference is worth some money, due to the time zone, not 30 million a team, but getting up to 15 might be possible, with the right mix of schools, good competition, and a league where half your teams are far better than half of the "Power 4 teams", should lead to a solid subscription base. The Pac 12 has 2.5 million subscribers. If you get 1.5 million subscribers at $10 a month, that's 180 million a year. I realize there are production costs, but I do believe you can easily double the subscription numbers without much difficulty. And there are other revenue streams from broadcast TV, ticket sales, radio and of course athletic donors. I would guess that WSU and OSU, need at least 25 million a year to maintain their current level of coaching salaries, and programs, anything less and they are cutting programs and salaries. Having a cushion from the funds in the pac 12 kitty, if there is any, will go a long way in helping both programs adapt to the new environment. George maybe concerned about people at the network, but there are many employees at WSU and OSU that will be impacted by this as well.

Thought of this while reading your post

Season ticket holders: you should not expect your ticket prices to go down next season. Even if we're in the Mt. West. Be prepared. If WSU/OSU win everything and end up with a $200M payday...you might see a slight reduction. But don't bet on it.

 

[dgibbons]

Thought of this while reading your post

Season ticket holders: you should not expect your ticket prices to go down next season. Even if we're in the Mt. West. Be prepared. If WSU/OSU win everything and end up with a $200M payday...you might see a slight reduction. But don't bet on it.

Nowadays, if the earth cracked open and millions of gallons of refined gasoline poured out directly into storage tanks, I would expect gas prices to increase.

 

[ttowncoug]

Thought of this while reading your post

Season ticket holders: you should not expect your ticket prices to go down next season. Even if we're in the Mt. West. Be prepared. If WSU/OSU win everything and end up with a $200M payday...you might see a slight reduction. But don't bet on it.

Any large sum of money will help pay for schools to get into the conference is my guess.

We need to use these dollars to rebuild, not profit in the short term, a solid west coast conference.

 

[Stretch 74]

The way I read the bylaws, this is correct. But... if we follow precedent: WSU/OSU are using the conference's notification to CU that they forfeit their vote to establish that the others forfeit theirs too. I think that's correct. But under the bylaws, since USC/UCLA announced their departure a year ago, they should not have received media money for 2022-23 either. If they got paid (and this would have happened in July/August, I think), then by the same precedent the remaining 8 should get paid for 2023-24. The bylaws do indicate that it's at the conference's discretion though, so WSU/OSU - once they are confirmed as the only voting members - can reverse the precedent and not pay anyone. I'm confident that at least 8 of the defectors would immediately challenge that though.


I think that's 100% correct. This was all put together in 2010-11, when we were actively expanding and had just missed becoming the Pac-16 and destroying the Big 12. Larry was telling everyone how much money the network was going to make, and dissolution wasn't even an afterthought. This section was put in just because there had to be an escape, but nobody paid attention to it, nobody detailed it...because it was never going to be used.

Other precedents can point in the other direction. If a bank mistakenly puts $100,000 into your checking account, you are NOT allowed to keep it and have no valid claim to that money. It must be returned to the proper person/organization.

And in a situation closer to the internal PAC dispute, it appears that the PAC was overpaid various media/TV monies (I think it was about $50,000,000) and is going to be repaying that amount (to FOX???). The same thing could happen to USC/UCLA-they were paid money that according to the conference bylaws they had no right to, and therefore they would be obligated to repay those funds to the conference.

Just remember, I am not an attorney either, and did not spend the night at a Holiday Inn Express. I DID get a good night's sleep on my waterbed though.

 

[roses04]

Other precedents can point in the other direction. If a bank mistakenly puts $100,000 into your checking account, you are NOT allowed to keep it and have no valid claim to that money. It must be returned to the proper person/organization.

And in a situation closer to the internal PAC dispute, it appears that the PAC was overpaid various media/TV monies (I think it was about $50,000,000) and is going to be repaying that amount (to FOX???). The same thing could happen to USC/UCLA-they were paid money that according to the conference bylaws they had no right to, and therefore they would be obligated to repay those funds to the conference.

Just remember, I am not an attorney either, and did not spend the night at a Holiday Inn Express. I DID get a good night's sleep on my waterbed though.

All valid points, which is why I suggested they hire a big 4 account firm as well. There is a lot of money that flows in and out of the Pac 12 conference, and based upon what we have seen from all these schools, none of them can be trusted. The 40 or 50 million that I believe was to be repaid to comcast, needs to come from all 12 schools, they all received the money, and have to pay it back. It is things like this that make me think there may not be that much money left because of how poorly it was run, maybe the new CFO can figure it out, Looks like she is a colleague of George's, interesting her first day was Wednesday, 8/9 , 5 days after Friday 8/4 when 7 more bailed, " Welcome to your new job"

NEW CFO for Pac 12

 

[95coug]

Other precedents can point in the other direction. If a bank mistakenly puts $100,000 into your checking account, you are NOT allowed to keep it and have no valid claim to that money. It must be returned to the proper person/organization.

And in a situation closer to the internal PAC dispute, it appears that the PAC was overpaid various media/TV monies (I think it was about $50,000,000) and is going to be repaying that amount (to FOX???). The same thing could happen to USC/UCLA-they were paid money that according to the conference bylaws they had no right to, and therefore they would be obligated to repay those funds to the conference.

Just remember, I am not an attorney either, and did not spend the night at a Holiday Inn Express. I DID get a good night's sleep on my waterbed though.

I think I remember reading that it was generally accepted that since the overpayments ended up with the schools, the individual schools are responsible for paying them back. Of course, I’m sure the 10 will fight that now too.

 

[Cougsocal]

I'm not sure I see that as an argument worth making. How do you show that the damage done by USC/UCLA's departure was any greater than that of UO/UW, or of Stanford/Cal?

After USC/UCLA left, the Pac-10 was publicly standing firm. There were various statements about expansion, but everyone said they'd continue. So USC/UCLA didn't pose an existential threat. They impacted value, but how much? There was no contract offer with them in place, so it's hard to say.

You could argue that UW/UO cost the other 8 teams $20M/year, because they blew up the Apple deal. But even after they left, others said they were staying...at least for a few hours. Their departure did lead directly to those of UU/UA/ASU, so maybe there's a case against UW and UO. But even when we were down to 4, everyone was saying we were looking at expansion and we'd carry on.

Stanford and Cal leaving was probably the final nail, and really eliminated any possibility of the Pac-12 continuing in more than name only. But even without them, WSU/OSU have talked about the reverse merger and continuing the Pac-something...which means that even the loss of 10 teams doesn't necessarily eliminate the conference.

So, how do you show who carries how much responsibility? I don't think you do. You lump them all together and point at the bylaws. You say they left, they don't get to vote, and they forfeit their shares. Take the money and do what we're going to do.

The argument being they were the conferences lynch pin in value, 50 million with them and everyone is happy. That is why the dominos fell thereafter. They specifically agreed to not tell anyone if the were going to leave, but they breached. With that the conference bargaining power went to shit. While the UW and UO might think they have the same media value as USC, who is kidding whom. Now WSU faces a 4 million media deal, all because USC/UCLA didn't keep their mouth shut as they agreed, a loss of 46 million per year time 5 years. So that is how the legal theory would go.

 

[95coug]

The argument being they were the conferences lynch pin in value, 50 million with them and everyone is happy. That is why the dominos fell thereafter. They specifically agreed to not tell anyone if the were going to leave, but they breached. With that the conference bargaining power went to shit. While the UW and UO might think they have the same media value as USC, who is kidding whom. Now WSU faces a 4 million media deal, all because USC/UCLA didn't keep their mouth shut as they agreed, a loss of 46 million per year time 5 years. So that is how the legal theory would go.

How did you reach a $50M value? Or $46M? We never got a valuation while they were part of the deal. And, we still had an offer at $20M without them, so the damage can be no more than $30M. Arguably less.

Once again, I think WSU and OSU just try to get a favorable interpretation relating to the conference structure and the current media money - we know that's a minimum of $240M ($21M/year times 12 teams - there's also the reserve, assets, and any CFP and NCAA payouts for the upcoming seasons). We vote 2-0 to withhold the money from the 10 defectors (which the bylaws allow us to do). And then we stand back while the 10 of them fight with each other over who cost who money. Let them fight over who did what to who in 2014, while we spend their shares of the money.

 

[wazzucougs96]

If we somehow end up with 100 million in cash in our hands we should absolutely pay off as much debt on capital projects as we possibly can. Decreased revenues are a bit easier to manage with a lower debt service obligation.

 

[95coug]

If we somehow end up with 100 million in cash in our hands we should absolutely pay off as much debt on capital projects as we possibly can. Decreased revenues are a bit easier to manage with a lower debt service obligation.

The media money for 2023-24 alone should put it over $100M...if it's agreed that WSU and OSU are the only beneficiaries, and that everyone else forfeits their shares. The number gets bigger if we take USC/UCLA's 2022-23 money (which we should, but probably already gave it to them) and any other conference assets.

 

[wsudefense]

Think this might be one of the bylaws they wanted to change at the Wednesday meeting?

You think, rats can’t be trusted

 

[How_did_this_happen?]

I'm of the opinion that when all of this was drafted, NO ONE was ever contemplating they'd leave the conference, so these details we glossed over or weren't fleshed out as they were all focused on other things....like the Pac-12 network and how much CASH Larry was going to make them.

Fastfoward....here we are.

If true, those are some dumb or shortsighted folks. Maybe dumb AND shortsighted?

 

[PeteTheChop]

I think the conference, thanks Kliavkoff got caught with their pants down. I think every member thought the conference would fold once all that crap went down a month ago. They really thought wsu and OSU would just go to the MWC and that will be that. They didn’t factor that maybe wsu and OSU wouldn’t do anything. Could have wsu and OSU been playing the conference the entire time where they saw that they could inherit a 1/2 billion in revenue and the network if they just didn’t do anything and let all the other schools do what they did? I think it’s possible. I think that is why you saw members try to skirt around the bylaws and had Kliavkoff call a meeting and leak that nobody has given official notice to try and do damage control that there was 7 voting members.

It was no secret that wsu and OSU didn’t have a home when realignment talk started last year. Maybe Schulz and the OSU president knew this and just sat on their hand until it was the right time to finally go all in.

Maybe I’m being too optimistic, but also I wouldn’t put anything past the other members for being too self-center to actually read the bylaws.

Very intriguing theory Brent.

I wonder if this or something similar is what Dr. Schultz was referencing when he stated WSU would "fight the good fight"

Talk about an ace in the hole!

 

[PeteTheChop]

The "by laws" are insanely little guy friendly as we are quickly finding out. Why UCLA/USC would sign on to this is crazy, in retrospect. Their counsel did not do their job, which was to brain storm possible situation, and how they might adversely impact them. Like, what happens if we want to bolt early for more money? Isn't that the first and most obvious scenario you'd consider? It is as though, they did not conceive of this possibility. Shut out in voting and in breach, immediately, if they make an announcement at anytime prior to the end of the existing deal, when a new deal would like be in place, and they would be in breach of that deal too.

So what happens if/when USC, UCLA and the other eight schools come hat in hand, offering to rescind their decisions to leave in order to recoup lost revenue?

Too little, too late?

 

[BSpike76]

The language seems so black and white. OTOH, it just seems too easy.

 

[95coug]

So what happens if/when USC, UCLA and the other eight schools come hat in hand, offering to rescind their decisions to leave in order to recoup lost revenue?

Too little, too late?

They’ve already violated the bylaws by delivering notice. I don’t see that rescinding that makes a difference

 

[CougSinceBirth]

If we somehow end up with 100 million in cash in our hands we should absolutely pay off as much debt on capital projects as we possibly can. Decreased revenues are a bit easier to manage with a lower debt service obligation.

100% agree. All I've been thinking about is whatever big time funds are possibly coming is to pay down debt.

 

[longtimecoug]

So what happens if/when USC, UCLA and the other eight schools come hat in hand, offering to rescind their decisions to leave in order to recoup lost revenue?

Too little, too late?

Why would they do that? To make a money grab then leave anyway? Who would take tjem seriously

 

[Cougsocal]

How did you reach a $50M value? Or $46M? We never got a valuation while they were part of the deal. And, we still had an offer at $20M without them, so the damage can be no more than $30M. Arguably less.

Once again, I think WSU and OSU just try to get a favorable interpretation relating to the conference structure and the current media money - we know that's a minimum of $240M ($21M/year times 12 teams - there's also the reserve, assets, and any CFP and NCAA payouts for the upcoming seasons). We vote 2-0 to withhold the money from the 10 defectors (which the bylaws allow us to do). And then we stand back while the 10 of them fight with each other over who cost who money. Let them fight over who did what to who in 2014, while we spend their shares of the money.

Just based on media reports regarding initial pre USC depart negotiations. What would you place our media value, with USC and UCLA, being in the fold? and without them?

 

[Cougsocal]

I like and appreciate your interpretation of this portion of the bylaws, and I hope it is as you say, as I certainly agree with you here. Now I assume that we do not use crayons for a "colorable" claim (HAHAHA), but can you give a quick explanation of the words application? Is it synonymous with "actionable"? To me, actionable seems like the perfectly apt word, but maybe colorable is just legalese designed to confuse us out in the great unwashed.

Colorable claim is a term of art in the legal business meaning, if you can prove all of the facts you allege there is a bases in law which could provide you relief. It allows you to proceed with a lawsuit with evidentiary discovery and possibly beyond. Simple because we will lose a boat load of money with USC and UCLA leaving, doesn't mean we have the right to pursue legal action against them. An example of a situation where a colorable claim is not present is, if they had only promised not to leave, but broke that promise, and left. A broken promise alone does not give you the right to sue.