Will MLS’ (Contract) Options Remain Open

This article was first posted on March 9, 2018 (on Medium). It has undergone minor edits for clarity. In January 2018, Canadian striker Cyle Larin completed a move from Major League Soccer’s Orlando City to Turkish club Besiktas. Reportedly, Besiktas paid Orlando a transfer fee in the neighborhood of $2.3 million. That was the simple part. The …

Regulatory Analysis: FINRA Rule 3280 – Private Securities Transactions

The following is part of an occasional series on specific rules and regulations governing financial professions.  This article will analyze FINRA Rule 3280, which governs (and limits) private securities transactions by persons associated with a FINRA member (“associated persons” or “representatives”).  In general, the rule forbids representatives from participating in private securities transactions unless they …

Notes on Article 19: In pursuit of a more coherent standard

In late 2021, the Court of Arbitration for Sport denied 15-year-old American David Kelley’s[1] attempt to sign with Fehervar, one of Hungary’s top clubs.  The player had argued he fell within the “not linked to football” exception to Article 19 of FIFA’s RSTP – the rule that, in most cases, prevents clubs from signing foreign …

Notes on Third-Party Influence: Confusion over the Level of Influence Prohibited

The following is another article in my series on third-party influence.  Previous articles in the series can be found, here, here, and here.     Once again, Article 18bis of FIFA’s RSTP forbids a club from entering into any transaction that may allow the counter-club or a third party to influence “in employment and transfer-related matters …

Notes on Third-Party Influence: Trying to Insure the Sell-on Fee

This article is part of a series on FIFA’s enforcement of Article 18bis in its Rules on the Status and Transfer of Players.  This rule forbids a club from entering into any transaction that may allow the counter-club or a third party to influence “in employment and transfer-related matters [the club’s] independence, [their] policies or …

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 …

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. Part I can be found here. Expectation of profits As confirmed by the Supreme Court, the definition of “profit” is broad …

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 …