The lawyer Felice Raimondi has provided his take on the news that AC Milan are being investigated by the authorities for some perceived irregularities with their sale and ownership.
Raimondo has written an in-depth article about the situation on his website, that we will attempt to pick out the key bits from as they provide some reassuring news for fans regarding any potential wrongdoing.
He writes that there is only one type of crime being contested: that provided for by art. 2638 of the Civil Code, i.e. ‘Obstacle to the exercise of the functions of public supervisory authorities’.
In detail, it is stated that the current CEO of Milan – Giorgio Furlani – together with the previous CEO Ivan Gazidis acted in a way that hindered the supervisory bodies, concealing facts that should have been been communicated. These facts pertain to the economic, patrimonial and financial situation relating to the ownership structure of the club.
The investigation starts from BlueSkye’s old complaint from 2022 which which has to this point not got very far in the Courts. For example, Blue Skye lost the case against Elliott Management in Italy and will have to pay the legal costs.
A first complaint, which appears evident from the indictment, is connected to the public nature of the Italian Football Federation. In fact, the complaint referred to in art. 2638 c.c. can only be carried out against public supervisory authorities.
However, the Council of State said the opposite in 2021. In fact, with the ruling of 15 July 2021, n. 5348, the Fifth Section of the Council of State stated that the F.I.G.C. it is not a body governed by public law.
If, therefore, the magistrates considered the FIGC to be a private law body which in this case would have acted as a legal entity having no public relevance, all this would make criminal investigations lapse as there would be no crime to investigate.
In addition to that, it would also allow the suspects to appeal to the review to have searches carried out, and thus the evidence collected would be deleted as they were based on an erroneous assumption: that of the public nature of the FIGC.
Then, the investigators believe that are some ‘anomalies’ regarding the corporate structure and the AC Milan board communicated to the FIGC.
In particular, it is hypothesised that at the top of the corporate structures that control the Rossoneri club it is not RedBird Capital or Gerry Cardinale (as always publicly repeated) but an American company, RB FC Holdings GenPar LLC.
This company is based at the same address where King are located and Genio Investment LLC, the companies attributable to Elliott Management that control the vehicle that provided the loan to Cardinale (i.e. Rossoneri Sport Investment) in the form of a vendor loan.
Furthermore, it is also hypothesised that part of the money paid by RedBird came through a vehicle, RB Fund IV FC AIV C.V., which ‘does not appear to be attributable to RedBird’. Finally, there are suspicions regarding the presence of representatives of the Elliott fund on the Milan board.
Raimondo remarks that first of all the fact that this company shares an address with Elliott’s is not a big surprise, because 300,000 companies are registered at the same address including Coca Cola, Apple, Walmart, Google, American Airlines. He has already written about why Delaware is such a hotbed for corporate registration.
In addition to that, the lawyer also investigated RedBird’s control chain in 2022, and from the documents it was clear that all the vehicles cited and mentioned were referable to RedBird, meaning Cardinale is very much the owner of said vehicles.
RB Fund IV FC AIV C.V. – i.e. the vehicle under Dutch law which, according to the prosecutor’s office, paid a good part of the money to Elliott and which ‘does not appear to be attributable to RedBird’ – is in reality a vehicle absolutely attributable to RedBird. A simple look at the Dutch Chamber of Commerce shows it.
RB FC Holdings Fund IV AIV C.V. is owned by RedBird Capital Partners Fund IV GenPar LLC (registered at the usual address in Delaware where there are thousands of other companies).
RedBird Capital Partners Fund IV GenPar LLC, a fund registered with the SEC under number 805-5462648909, is a vehicle attributable to Gerald Cardinale and, therefore, to RedBird.
Finally, looking at the presence of Elliott’s members on the AC Milan board, it must be specified that, since the closing of the takeover the only effective member is Gordon Singer, given that Furlani and Cocirio had resigned from their positions at Elliott before starting new roles as Milan.
Raimondo asks, ‘How can the presence on the board of a representative of the creditor who lent around 550 million appear strange?’
On the contrary, the presence of only one board member (less than the two agreed upon at the time of the sale, and this in itself is indicative) rather certifies that everything is ordinary.
Why is it normal for Elliott to keep a board members? Because the creditor (through the vendor loan) want to verify the management of the asset to protect their credit.
The vendor loan does not conceal a disguised sale, but a payment deferral – at lower rates than a loan – and with a pledge on the share capital. The advantage of the debtor is to enjoy a more advantageous interest rate; that of the creditor is that they get a capital gain on the sale and a profit from the interest received on a super guaranteed loan.
To purchase the shares, the money obtained from the sale of the shares must be allocated to the release of the loan up to the value of the pledge of the shares as guarantee. Otherwise, the creditor would not express consent to the transfer of the shares, to secure their credit.
In the document presented to investors, which is mentioned by investigators and the media, this was precisely what was talked about. That is, the current 99.93% owner of Milan (RedBird) is proposing to investors the entry with minority shares, equal to 41.7% and corresponding to 80% of the vendor loan (the loan) which, therefore, would be reduced to 20% equal to approximately €122m.
Raimondo concludes: “How all this can be interpreted as a ‘disguised sale’ and, therefore, potentially as an administrative offence relevant to the Code of Sports Justice… remains a mystery to which the magistrates will have to answer.”
This is fake, only journalists who are posting against Milan know the truth
Milan is doomed, back to Serie D soon and will be renamed as AC Maldini after the camels take over
The most suspicious part is… The timing. Milan just leapfrogged Juventus. The cleanest of the clean Italian clubs with zero fraudulent or even suspicious acts from the past. The true saints.
Coincidence or attempt to ruin Milan’s focus for the rest of the season? I think the answer is pretty obvious.
Lol. We have to pay them back for last season, when their 10 point penalty let us into the CL.
Yep. Bittersweet vendetta.
Seems like a typical swatting scare tactic. For Milan trying to move their stadium out
This makes more sense. BluSkye is still butt hurt about the sale and are huffing & puffing about it. Trying to fan smoke where there is no fire…
Elliott manages billions is assets. Why would it compromise itself for a $2B investment? And if there is something to be hidden, I bet it is buried so deep that it would get dug up in our lifetime…
There’s no story here.
The comments section looks like Fox News already. Obviously you don’t know how Elliott, a vulture fund, is now worth billions. They would sell their mom for a penny, they thrive on the misery of people around the globe.
I don’t understand why people here root for Milan since they hate Italy so much. Inter Miami, PSG or Al-Ahli could suit you better.
It really is like listening to Trump supporters!
Maybe even worse. Those Trumpsters are so embarrassingly funny but I can’t see anything even remotely funny about Bart’s comments. They’re just pathetic but in a different, darker way than those Trump-fans.
listening to you is like listening to Inter and Juve fans
have some shame but you probably think you are very cool for hating on Milan 24/7
Wow this is fascinating and answers some of the questions I have in regards to Elliot being on the club’s board. I as.sume and hope that’s legit (I’m guessing so, this ain’t the first rodeo for these guys, unless they weren’t familiar with Italian law or something.. highly doubt that too).
The other part that still unclear was about public law being applicable for FIGC. And there was a ruling in regard to that but I’m not sure it’s being conveyed properly here.
“In fact, with the ruling of 15 July 2021, n. 5348, the Fifth Section of the Council of State stated that the F.I.G.C. it is not a body governed by public law.”
I think this should mean FIGC is not governed by laws regarding public entities. After all everyone has to abide by public law. So there’s still some confusion there for me.. Small made up example would be FIGC damaging the environment…well u still have to abide by public laws in that case.
For professionals I don’t see how they could have gotten this wrong. And the charges so far seems to me very procedural. It’s like not having a sticker on your car to show registration when really it’s in your glovebox but u get arrested, thrown on the hood, a car search, and cannine dogs lol I dunno🤷♂️ I think there’s something info missing in all of this.
The other issue might be conflict of interest and I’m surprised that hasn’t come up as yet ie Elliot people resigning to take posts in the club/Redbird. Though I can’t see what’s the gain in any party of this. Plus as it’s a condition of the vendor loan (again as.suming this is legal) to have a board member so that might check out. EXCEPT if they acted with inside information.
The one real outstanding issue, also COI, is by having the vendor loan and sitting on the same board, you effectively can be deemed to not pay fair market price for the club (this is where I think the investigators can come down on us for ie fraud). Because effectively Elliot is accepting a price by being part of the price mechanism through the loan. If the loan was acquired through the bank, they’d have to make a determination on the value of the club relative to the loan…vendor loan circumvents this. Elliot became both the seller and buyer at the same time. The loan could well have been 1bn too for example, thus making an artificially high price beyond market and an advantage esp in the event of a future sale (which seemingly is what Gerry is trying to do). Elliott purchased Milan effectively for 300m, valued at 500m at the time and the club is now worth 1.2bn in a matter of years? Yea that’s a bit iffy. I’m surprised this wasn’t the charge being laid. Interestingly PIF buying a portion (note interesting the raid comes before we can get a buyer that can agree to the price lol) would effectively make whole a market price valuation of the club at 1.2bn as it’s an independent institution and that issue go away. But I’m probably far into the weeds at this point. Still lots to unpack.
The main question which I’ve always asked was why didn’t Gery just purchase the club outright instead of having to get the loan. He didn’t have all the money is basically it. And for something so big, its probably some sort of play on taking advantage of increasing the valuation of the club, making money on it. Because so far, I don’t see how or why he needs the club as a company that make money. Football clubs generally don’t and we don’t either. I feel this was a way to show perceived “value” in an asset by having a buyer at a high price (RB) and selling to someone else eg PIF. Someone had to get the ball rolling sort of thing. And then his backing (Fenway sports etc) helps with that image being portrayed
To your last point:
Football clubs don’t make money largely due to reinvesting in talent each year.
But like lot’s of companies the aim is to make 0, no loss and no profit.
That way you don’t pay tax or dividends to shareholders.
Football clubs like players or property increase in value quicker than inflation. So the money is made by the value increasing.
Your house doesn’t earn you money and costs money to keep, the value is in the price going up
Just look at what abramovic bought and sold Chelsea for
True. Good points esp about the house value. That example makes sense up to a point. And that point was at the time of sale. I checked out Milan’s value on statista. Since 2017 we’ve been in and around 500-600m not exceeding that in any year and not growing at a rate as say real estate. Matter of fact it was quite stagnant. Then it jumped from 600m to 1.1bn in a year. That’s the problem I have. It almost doubled for no reason. Contrast that to Chelsea from 2017 onwards had an increase in value of about 200m per year so I could see why it got sold for above 20% more than its value
“That way you don’t pay tax or dividends to shareholders.”
LOL. Name a company that doesn’t want to pay dividends to shareholders. I know the company I work for is desperately doing absolutely everything to pay more and more dividends. That means kicking people out regularly to minimize the costs and help with the dividends.
It depends on the business.
There are also shareholders who prefer to see the value of their stock rise rather than get paid small dividends that they pay tax on
“Elliott purchased Milan effectively for 300m, valued at 500m at the time and the club is now worth 1.2bn in a matter of years? Yea that’s a bit iffy.”
Players (Leao, Hernandez, etc.) growing & improving a lot, team climbing from 5th-7th places to scudetto winning team and playing constantly in UCL. Most of the home matches are sold out. Why on Earth wouldn’t the value rise significantly?