Featured

Notes on Third-Party Influence: Penalties vs. Bonuses

There is a subset of third-party influence cases that turn on a confusing distinction between penalty and bonus clauses.  Usually, the debate arises in the context of a loan agreement.  Generally-speaking, one club will loan a player to another, with a provision that increases the fee based on how much the player plays.  In some …

Featured

Definition of a Security: The Investment Contract (Part II)

The following is Part II of my article on investment contracts.  It will analyze the final two elements of the Howey Test: The expectation of profit and profit derived from the efforts of others. Expectation of profits As confirmed by the Supreme Court, the definition of “profit” is broad and general: “Simply a financial return …

Definition of a Security: The Investment Contract (Part I)

This article is the second in an occasional series on the definition of a “security.”  As I explained previously, when a financial instrument qualifies as a “security,” it becomes subject to an extensive apparatus of securities regulation.  The most notable of this group are the Securities Act of 1933 and the Securities Exchange Act of …

Notes on Third-Party Influence: Consent and Rivals Clauses

FIFA’s Regulations on the Status and Transfer of Players include two provisions that restrict third-party influence on clubs: Article 18bis, which limits influence from other clubs, and Article 18ter, which limits influence from outside entities.  Through FIFA’s enforcement, these two rules have matured into a thick body of law – one that covers almost any …

FIFA Lurks Under the Bridge

Two weeks ago, FIFA’s Disciplinary Committee punished two French clubs – Angers and Paris FC - for their roles in a so-called “bridge transfer.”  This is a multi-step transaction where clubs arrange for the same player to be transferred twice, over a short time, so they can avoid some rule or regulation.  While clubs have …

FIFA Case Note: Newell’s Old Boys v. Roma

In the summer of 2019, Roma transferred two players to Spartak Moscow for €3 million each.  The first player – well-regarded striker Ezequiel Ponce – was worth at least that much.  But the second – reserve team goalkeeper Andrea Romagnoli – was worth far less.  At the time, Roma owed a sell-on fee to Argentine …

The Accountant-Client Privilege in Illinois

Illinois recognizes an accountant-client privilege.  Though limited, it allows accountants to shield certain documents and communications from disclosure in litigation.  Source of the Privilege The privilege is codified in Section 27 of the Illinois Public Accounting Act.  In relevant part, Section 27 establishes that a “licensed or registered CPA shall not be required by any …

Definition of a Security: It’s All in the Family (Resemblance Test)

This article is the first in an occasional series on the definition of a “security.”  The answer is important.  When a financial instrument qualifies as a security, it unlocks a set of laws and regulations that would not otherwise apply.  These include two statutes that are discussed extensively below: the Securities Act of 1933 and …

FIFA Case Note: Udinese v. Paris St. Germain

Long-standing precedent from FIFA’s Dispute Resolution Chamber entitles clubs to training compensation for the period they take a player on loan.  But the right to compensation does not arise until the parent club transfers the player to a club in another association.  In other words, the time with the parent club and the time on …

On Duty: A Franchisor’s Duty to Protect

Author’s Note: This article is part of an occasional series on liability issues facing the private security industry.  Two previous articles in the series addressed negligence claims for failure to protect a plaintiff against third-party attacks, specifically, the duty element of those claims.  These articles analyzed the duty owed by security guard companies and property …