A Primer on the GOR By an Attorney

[Billy Jack]

Here’s Frank the Tank’s take on the GOR. Frank is an attorney who’s been posting on realignments since the last one. His bottom line is that it doesn’t look good for ACC members and that it’s going to take a boat load of money for anyone who wants to get out of it

Conference Realignment – FRANK THE TANK'S SLANT

Posts about Conference Realignment written by Frank the Tank

frankthetank.org

 

[UConnJim]

Here’s Frank the Tank’s take on the GOR. Frank is an attorney who’s been posting on realignments since the last one. His bottom line is that it doesn’t look good for ACC members and that it’s going to take a boat load of money for anyone who wants to get out of it

Conference Realignment – FRANK THE TANK'S SLANT

Posts about Conference Realignment written by Frank the Tank

frankthetank.org

End of the day, it comes down to how many schools are willing to break up the ACC conference. If some schools have SEC or Big 10 options and some schools have, say Big 12 options at a higher monetary amount than the current ACC, maybe there are enough schools to dissolve the conference.

I think all of the ACC schools understand the ACC will not be the same schools after the GOR expires, so maybe the conference dissolves before then and the top schools move to better conferences and the remaining schools keep making the same amount of money and are willing to move forward with their next conference.

 

[Billy Jack]

End of the day, it comes down to how many schools are willing to break up the ACC conference. If some schools have SEC or Big 10 options and some schools have, say Big 12 options at a higher monetary amount than the current ACC, maybe there are enough schools to dissolve the conference.

I think all of the ACC schools understand the ACC will not be the same schools after the GOR expires, so maybe the conference dissolves before then and the top schools move to better conferences and the remaining schools keep making the same amount of money and are willing to move forward with their next conference.

Nope. If you read the article, you’ll see that it’s not as easy to break up a conference under these conditions as we might have thought.

 

[UConnJim]

Nope. If you read the article, you’ll see that it’s not as easy to break up a conference under these conditions as we might have thought.

I disagree with your take. The ACC knows they are toast LT as they are currently constructed. The only question is when to dissolve the conference. If the left behind schools are made financially whole, they may be willing to dissolve the conference early. In fact, the ACC knows their media value until the GORs expires which makes the question of making schools whole easy. So, the exiting schools could pay the left behind schools, say $5 million per school per year as a sweetener until the GORs expire to allow for a dissolution. BTW, don’t you think the left behind schools want to figure out their home before the GORs expire?

 

[LoyalFanCT]

If the ACC loses some members, it will still survive. It will also give UConn a chance to gain membership

 

[Billy Jack]

My point was that a school looking to get out doesn’t get a vote due to a conflict of interests. At least that’s the case in the Big XII by-laws. We don’t have access to the ACC’s, but Frank the Tank thinks that the Big XII’s are probably a good model to use for any conference’s by-laws that we’re rewritten or amended in the shadow of the last round of realignment and which added a GOR. Frank says that they were specifically written with the intent of making it difficult to get out and difficult to dissolve the conference. See his discussion of “interested” vs “disinterested” members. Since he’s a lawyer with no vested interest in the outcomes but with a strong interest in realignment, I defer to his expertise.

The bottom line is that it’s going to take money - and a lot of it - for anyone to buy there way out of these agreements, which is why Texas and Oklahoma have not challenged the agreements nor attempted to get out - yet. They may try to settle when they only have a year or two left. In the case of the ACC, the money appears to be prohibitive because of the number of years involved. Notre Dame is the only one which has a fighting chance because their GOR doesn’t cover football.

 

[UConnJim]

My point was that a school looking to get out doesn’t get a vote due to a conflict of interests. At least that’s the case in the Big XII by-laws. We don’t have access to the ACC’s, but Frank the Tank thinks that the Big XII’s are probably a good model to use for any conference’s by-laws that we’re rewritten or amended in the shadow of the last round of realignment and which added a GOR. Frank says that they were specifically written with the intent of making it difficult to get out and difficult to dissolve the conference. See his discussion of “interested” vs “disinterested” members. Since he’s a lawyer with no vested interest in the outcomes but with a strong interest in realignment, I defer to his expertise.

The bottom line is that it’s going to take money - and a lot of it - for anyone to buy there way out of these agreements, which is why Texas and Oklahoma have not challenged the agreements nor attempted to get out - yet. They may try to settle when they only have a year or two left. In the case of the ACC, the money appears to be prohibitive because of the number of years involved. Notre Dame is the only one which has a fighting chance because their GOR doesn’t cover football.

I agree that it would take a lot of money for ONE or TWO schools to buy themselves out of the GORs, but there are a majority of schools in the ACC that would like to move to a better conference. And, there is no guarantee that the left behind schools will have a soft landing after the GORs expire so they want to plan for the future as soon as possible. Will there be a new ACC? Will schools like BC and Syracuse want to return to the Big East?

 

[Billy Jack]

Again, if the ACC by-laws are anything like the Big XII’s, teams who want to dissolve the conference don’t have a vote if they’re conflicted.

Even if SU and BC want into the BE, I don’t think the league wants them back after getting burnt before.

 

[dayooper]

Again, if the ACC by-laws are anything like the Big XII’s, teams who want to dissolve the conference don’t have a vote if they’re conflicted.

Even if SU and BC want into the BE, I don’t think the league wants them back after getting burnt before.

I think the issue was there was no declaration of processes in how to dissolve the conference do it goes to the law in which the headquarters reside. In NC, it’s a simple majority.

 

[Billy Jack]

We don’t know what the ACC by-laws say about dissolution because they haven’t been made public. But the Big XII is very clear about what is required to accomplish this and is is a supermajority id “disinterested” members, i.e. those without a conflict of interest such as trying to leave the conference.

 

[CL82]

Again, if the ACC by-laws are anything like the Big XII’s, teams who want to dissolve the conference don’t have a vote if they’re conflicted.

Even if SU and BC want into the BE, I don’t think the league wants them back after getting burnt before.

Unless of course they call for a vote without announcing their intention to leave, which seems like an obvious thing to do.

 

[businesslawyer]

I think the issue was there was no declaration of processes in how to dissolve the conference do it goes to the law in which the headquarters reside. In NC, it’s a simple majority.

No. The underlying law used to resolve any slouch conflicts would default to the law of the state in which the entity was incorporated or organized, not the state in which its HQ is located.

 

[Billy Jack]

Unless of course they call for a vote without announcing their intention to leave, which seems like an obvious thing to do.

The article shows how cleverly the lawyers put language into the by-laws to protect against that precise situation. First of all, it is the other members who determine whether a member is “interested” or “disinterested”. Frank the Tank goes on to address the situation that you raise:

Thus, it doesn’t matter if a school that is trying to leave a conference provides notice of withdrawal or not. As soon as the other members suspect that a school is taking actions to get out of the GOR specifically (much less leave the league entirely) the other members can deem such School to have Withdrawn from the league and lose its voting rights in the process.

Now, in theory, some schools could conceivably get together a call for a dissolution vote before the other members could deem them to be Withdrawn. However, in practicality, if a school suddenly says, “We’re calling a vote for dissolution today” out of nowhere, every other member is going to instantly know that the only reason that’s happening is that school wants to leave the conference and/or break the GOR. Those other members would then invoke the clause that allows them to deem that school to have Withdrawn from the league.

 

[CL82]

Thus, it doesn’t matter if a school that is trying to leave a conference provides notice of withdrawal or not. As soon as the other members suspect that a school is taking actions to get out of the GOR specifically (much less leave the league entirely) the other members can deem such School to have Withdrawn from the league and lose its voting rights in the process.

So in the big 12 everyone has a vote unless the other schools decide that they don’t? And the proof of a whether or not a school is disinterested is whether they call for a vote? So you are saying, effectively, if all the schools but one want to dissolve the conference, that single school can declare all the other schools votes null and void. Well that doesn’t sound problematic at all.

 

[Billy Jack]

So in the big 12 everyone has a vote unless the other schools decide that they don’t? And the proof of a whether or not a school is disinterested is whether they call for a vote?Well that doesn’t sound problematic at all. Lol.

Yep. That’s what they all agreed to. Problematic? Lawyers can find problems with anything. Until any objections would hypothetically be resolved in court, those are the rules. When it comes to a lawsuit involving a GOR, there are absolutely no precedents. So, any litigation would be long and costly with the result being absolutely unknown. That alone would make any party reluctant to sue. It is why Texas and Oklahoma haven’t tried to breach their contract with the Big XII and get out early. If they lose, the cost could be catastrophic. The only way out appears to be to buy their way out, which is also costly unless we’re only talking about a year or two.

 

[CL82]

Yep. That’s what they all agreed to. Problematic? Lawyers can find problems with anything.

Yeah, that interpretation wouldn’t be legally enforceable. That’s the problem with it.

 

[LoyalFanCT]

Just because Frank is an attorney, what he says is not gospel. There are highly paid lawyers in places like New York and Washington that know how to break such agreements -- if it can be done. When tens of millions of dollars or hundreds of millions of dollars are at stake, solutions appear.

 

[nelsonmuntz]

Everyone on message boards is focused on individual schools escaping the GOR, which seems very unlikely. What about the ACC escaping the ESPN contract? That seems like a more likely path to increasing revenue for the ACC schools.

 

[dayooper]

Everyone on message boards is focused on individual schools escaping the GOR, which seems very unlikely. What about the ACC escaping the ESPN contract? That seems like a more likely path to increasing revenue for the ACC schools.

How? Sure they can ask for more, but how much can they get? There is a reason the ACC gas lagged behind the SEC and Big10, they just don’t have the depth of viewership the other 2 have.

 

[Billy Jack]

Yeah, that interpretation wouldn’t be legally enforceable. That’s the problem with it.

Link?

 

[Billy Jack]

Just because Frank is an attorney, what he says is not gospel. There are highly paid lawyers in places like New York and Washington that know how to break such agreements -- if it can be done. When tens of millions of dollars or hundreds of millions of dollars are at stake, solutions appear.

Of course not. But I’ll defer to his expertise which is at a higher level than mine and probably than most of the rest of us. But I’m happy to read anyone you want to link.

 

[CL82]

Link?

Really? You want a link to the fact that your interpretation that one big 12 school can void the withdrawal rights of every other big 12 school isn’t particularly legally sound? Lol, here, I guess.

 

[LoyalFanCT]

Of course not. But I’ll defer to his expertise which is at a higher level than mine and probably than most of the rest of us. But I’m happy to read anyone you want to link.

It may not be something that high priced lawyers would say publicly. They wait until they are on retainer and are before a judge. Let's face it, Kevin Ollie may not have deserved the jackpot UConn was forced to pay him. But I'm sure he had decent lawyers on his side.

 

[billybud]

I'll bet Oklahoma and Texas wanted not to wait to join the SEC until the expiration of the GOR.

The ACC GOR is in the public realm....and lawyers who review it say the wording is kept very simple...not much to dance around.

....no exit mechanism
....no mention of damages
....no mention of voting

It is a straight assignment of the media rights for a period of time by the schools to the conference.

And media rights, once sold, are difficult to overturn as Paul McCartney found out...

In the US, Sir Paul has been able to reclaim some of his catalog finally...only because US copywrite law allowed an artist to reclaim rights 56 years after they were first copywrited.

“The case stems from Section 304(c) of the Copyright Act of 1976, which created a non-waiveable claw-back right for authors to reclaim their ownership interests in any works assigned by them prior to January 1, 1978. Under that section, an author may reclaim their copyright ownership interest by serving a termination notice on the rightsholder between 56 and 61 years after the copyright registered. For the songs that McCartney wrote for The Beatles’ first studio album in 1962, and which Sony currently owns (after purchasing the copyrights from Michael Jackson’s estate last year for $750 million), that means 2018 is the first year McCartney can begin clawing-back his ownership interests.”

 

[Billy Jack]

Really? You want a link to the fact that your interpretation that one big 12 school can void the withdrawal rights of every other big 12 school isn’t particularly legally sound? Lol, here, I guess.

Not Legally sound? In whose opinion?

The by-law changes were written by lawyers. All of the schools had their lawyers study it. The member schools all voted for it. The article I linked is by an attorney who has read it.

But you want to throw all that out because it’s not legally sound in your opinion? Okay. Believe what you want.