A Primer on the GOR By an Attorney

[billybud]

The ACC is a 501 c(3) registered under North Carolina law and thus come under the requirements of Chapter 55-a..North Carolina Non Profit Corporation Act

The Act requires a majority vote unless the bylaws or articles of incorporation say different.

I can not easily find an on line copy of the current bylaws....but in the way back, the Virginia governor hung up the expansion vote because the ACC needed 7 of 9 votes to be in favor...and Virginia was the seventh.

 

[Billy Jack]

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.”

Not only that, but a GOR is a very recent thing so there are few if any court precedents. Any lawsuit will be going into uncharted Ed territory.

 

[Billy Jack]

The ACC is a 501 c(3) registered under North Carolina law and thus come under the requirements of Chapter 55-a..North Carolina Non Profit Corporation Act

The Act requires a majority vote unless the bylaws or articles of incorporation say different.

I can not easily find an on line copy of the current bylaws....but in the way back, the Virginia governor hung yp the expansion vote because the ACC needed 7 of 9 votes to be in favor...and Virginia was the seventh.

Obviously the bylaws say different.

 

[ZooCougar]

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

And there is an Armada of boats with cash lined up and a Submarine called Notre Dame.

 

[CL82]

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.

LOL, I’m not saying the GOR isn’t legally sound, I’m saying your opinion that one school could stop every other school from withdrawing because anyone who wants to withdraw isn’t allowed to withdraw, notwithstanding the fact that the agreement expressly says that they are isn’t legally sound.

But, you knew that already, right?

 

[UC1995]

I posted this in the wrong thread but wanted to get your thoughts on this.

I always wondered why 5 games. Finally realized it prevents ND from having a full schedule with someone else. So if they don’t get the 75+ million a year and decide they have to leave to keep up financially they don’t even need to get out of the GOR.

Since almost every one of their rivals will be in B1G or ACC (outside Navy) soon, why not sign a scheduling deal with B1G for the other 7 games for football and get a second bigger payout until 20whatever. Everything else sports team wise stays the same until the GOR runs out. This way they keep all the money and can make the move gradually.

I know they want to stay Indy but if the tea leaves read that they have to move on then seems like the best of both worlds.

 

[Pat125]

LOL, I’m not saying the GOR isn’t legally sound, I’m saying your opinion that one school could stop every other school from withdrawing because anyone who wants to withdraw isn’t allowed to withdraw, notwithstanding the fact that the agreement expressly says that they are isn’t legally sound.

But, you knew that already, right?

I read Frank’s article. It was very good and informative. And I’ll assume he is a competent attorney. And I agree with the point that the “interested party” crapola making it more difficult to break or break from the GOR. But in such an article, it is difficult to address all possible situations. For example, he did not address how one school can simply and arbitrarily decide that the other conference members are “interested parties.” In fact, what would stop the other conference members vote that the lone school is an “interested party” on the basis that one school is trying to unilaterally thwart the interests of the rest of the conference. Maybe there some bizarre, twisted, legal reasoning that could allow one school to have that power, but Frank did not address it.

I imagine the following could happen. School A calls for a vote for dissolution, School B seconds. School C objects and calls for a vote that Schools A and B are “interested parties.” Now if most of the schools want a dissolution, School C’s resolution fails, and the vote for dissolution passes. Again, maybe Frank has a legal explanation about how this is impossible, but he did not address it.

Even so, no one has tried to break a GOR, including Oklahoma and Texas. No one from the ACC has, or tried to get around it by dissolution. I should also mention that Frank assumes that the ACC GOR and bylaws are similar to the Big 12’s, but isn’t sure if the ACC bylaws has similar “interested party” crapola provisions. Anyway, I’ll give it a 50/50 shot that someone attempts to leave the ACC before 2030.

 

[CL82]

I read Frank’s article. It was very good and informative. And I’ll assume he is a competent attorney. And I agree with the point that the “interested party” crapola making it more difficult to break or break from the GOR. But in such an article, it is difficult to address all possible situations. For example, he did not address how one school can simply and arbitrarily decide that the other conference members are “interested parties.” In fact, what would stop the other conference members vote that the lone school is an “interested party” on the basis that one school is trying to unilaterally thwart the interests of the rest of the conference. Maybe there some bizarre, twisted, legal reasoning that could allow one school to have that power, but Frank did not address it.

I imagine the following could happen. School A calls for a vote for dissolution, School B seconds. School C objects and calls for a vote that Schools A and B are “interested parties.” Now if most of the schools want a dissolution, School C’s resolution fails, and the vote for dissolution passes. Again, maybe Frank has a legal explanation about how this is impossible, but he did not address it.

Even so, no one has tried to break a GOR, including Oklahoma and Texas. No one from the ACC has, or tried to get around it by dissolution. I should also mention that Frank assumes that the ACC GOR and bylaws are similar to the Big 12’s, but isn’t sure if the ACC bylaws has similar “interested party” crapola provisions. Anyway, I’ll give it a 50/50 shot that someone attempts to leave the ACC before 2030.

Yeah, I don’t disagree with any of that. I suspect that any school that wanted to withdraw wouldn’t call every other school individually and say “hey we want to withdraw, will you vote with us“ because that seems pretty likely to lead to the scenario you described above. I suspect it would be significantly more subtle than that.

But here’s the bottom line, if you have a majority for dissolution, then you also have a majority for determining who is or is not a disinterested party. Frank doesn’t describe how the determination of someone being a disinterested party or not is done, but I’m guessing it’s not by unilateral declaration. It seems far more logical that it would be by majority or super majority vote. If it was by unilateral declaration, it would not be legally enforceable, in my opinion.

 

[billybud]

If anyone finds a copy of the ACC bylaws....please post 'em up...

You'll be a hero on multiple ACC boards...

 

[billybud]

For all interested...here is he ACC GOR..

https://www.cbs17.com/wp-content/uploads/sites/29/2022/07/ACC-GOR.pdf

 

[huskymedic]

For all interested...here is he ACC GOR..

https://www.cbs17.com/wp-content/uploads/sites/29/2022/07/ACC-GOR.pdf

… but do you have a copy of the amended GOR from 2016 though?

 

[Billy Jack]

LOL, I’m not saying the GOR isn’t legally sound, I’m saying your opinion that one school could stop every other school from withdrawing because anyone who wants to withdraw isn’t allowed to withdraw, notwithstanding the fact that the agreement expressly says that they are isn’t legally sound.

But, you knew that already, right?

It’s not my opinion. I linked an article. Argue with him.

 

[billybud]

The GOR linked is the only that I can find.....

I don't know of any copy of the 2016 GOR but there is plenty of reporting that it extended the current GOR...no info of any other change

What does the ACC's Grant of Rights agreement say? Here's a copy

Conference realignment is shaking college athletics once again. The key to ACC stability appears to be its grant of rights agreement. Read it here.

www.wralsportsfan.com

 

[CL82]

It’s not my opinion. I linked an article. Argue with him.

Well, that’s not entirely honest is it? Frank never said that one school could veto the entire conferences dissolution, did he?

 

[Kolumbo]

You pick your top 2 - 5 programs and they are screwed. Clemson, FSU, Miami . . . they know there is big trouble if they can't get out. Sure they may still compete but they are at a yuge disadvantage. The rest of the ACC members will want to squeeze every single penny possible out of any departing members and from the deep pockets B1G and SEC, no question. The GOR itself may destroy the ACC from within.

 

[billybud]

The ACC will just be further behind in media income...something they have been for 15 years, it will just widen.

I cn't figure out why the basketball programs are all "what? Me worry?"

 

[Billy Jack]

Well, that’s not entirely honest is it? Frank never said that one school could veto the entire conferences dissolution, did he?

No. You did.

 

[ramses 2.0]

The ACC will just be further behind in media income...something they have been for 15 years, it will just widen.

I cn't figure out why the basketball programs are all "what? Me worry?"

Worry yes, but no need to panic. You do what ever can done now redone deal,expansion,unequal revenue sharing etc & then you borrow or fundraise the difference until you can do something else

 

[dayooper]

Worry yes, but no need to panic. You do what ever can done now redone deal,expansion,unequal revenue sharing etc & then you borrow or fundraise the difference until you can do something else

IIRC, you are a Tarheel fan, correct? If do, what is your desired outcome? Do want to remain in the ACC at a lower payout than the Big10 or SEC or would you want to try and beat the GOR and join one of the other 2?

 

[CL82]

No. You did.

And you replied that’s what they agreed to.

As I said that’s a problematic result.

 

[ramses 2.0]

IIRC, you are a Tarheel fan, correct? If do, what is your desired outcome? Do want to remain in the ACC at a lower payout than the Big10 or SEC or would you want to try and beat the GOR and join one of the other 2?

Yes & IMO UNC should get out as soon as possible provided it doesn't leave you with Maryland type debt. We would also have to work some type of solution with the BOG if NCSU doesn't have a place within the P2

 

[Billy Jack]

And you replied that’s what they agreed to.

As I said that’s a problematic result.

I’m not going to engage on this further after my comment because this kind of personal back and forth only serves to derail the thread.

The fact is that you’re the one who made the point about a single school, not me and not the article. When I agreed to your point, I thought you were using hyperbole to make a point and I didn’t feel like debating that kind of minutiae. If you wanted to take it to that extreme, I wasn’t going to argue the point.

The article says what it says. The GOR sats what it says. The Big XII by-laws say what they say. All were vetted by lawyers in advance and have been reviewed by lawyers after the fact.

The extremely rare possibility which you’ve hypothesized may be problematic, but in the real world it’s not what we expect to be dealing with at any moment in time. Using the Big East dissolution as an example, even in that case when there were only 3 football programs left in the end, the others didn’t all leave en masse. The league broke up in pieces and that is likely what would happen with the ACC or any other conference.

Did you ever actually read the article from beginning to end to understand the points that Frank was making?

 

[CL82]

I’m not going to engage on this further after my comment because this kind of personal back and forth only serves to derail the thread.

The fact is that you’re the one who made the point about a single school, not me and not the article. When I agreed to your point, I thought you were using hyperbole to make a point and I didn’t feel like debating that kind of minutiae. If you wanted to take it to that extreme, I wasn’t going to argue the point.

The article says what it says. The GOR sats what it says. The Big XII by-laws say what they say. All were vetted by lawyers in advance and have been reviewed by lawyers after the fact.

The extremely rare possibility which you’ve hypothesized may be problematic, but in the real world it’s not what we expect to be dealing with at any moment in time. Using the Big East dissolution as an example, even in that case when there were only 3 football programs left in the end, the others didn’t all leave en masse. The league broke up in pieces and that is likely what would happen with the ACC or any other conference.

Did you ever actually read the article from beginning to end to understand the points that Frank was making?

You appear to be missing the central point here. Let me try to state it more plainly, although that will be challenging. You agreed with the premise that if everyone but one school wanted to leave the conference that one school could disqualify every other school. As I noted, that is incredibly problematic and likely not enforceable. Effectively, that provision would write the ability to leave the conference out of the contract. Do you understand now? Let me know and I’ll move onto a second point.