wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

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OSU and WSU have no incentive to extend the olive branch to us, they view us and Stanford as traitors as well for not committing to the Pac4 for weeks and then leaving. There are only two ways this ends - either all ten of the leaving teams band together and split everything equally, or we claim yet another moral victory by aligning with OSU and WSU and giving all the spoils to the Pac2

This responds to several posts.

The Pac's last financial statement showed around $440 million that was distributed to 12 members. Revenues were around $550 million, not $400 millon. There also was a $55 million or so underpayment to Comcast. Comcast will deduct $4 million per team for next fiscal year per Wilner (i.e., they will not pay for coverage). There are regulations that require distributions for existing members under Chapter 1 in the Conference Handbook, which absent new regulations those new distributions would occur to at least the members that didn't give withdrawal notice and won't until August 1, 2024 (9 teams), and arguably to all 12 teams playing and earning money under some type of equitable arguments (Cal undoubtedly would be ordered to support a distribution to UCLA). Once you strip away the Comcast offset and distributions all you have cost offsets. What OSU and WSU can best be asking for is additional reserves be taken from distribution to pay severance, lawsuits and other costs, so that teams to don't dissolve, run and cut, or take their distributions and leave the Pac remaining 2 schools with huge liabilities. No one is going to merge into a Pac entity with these large contingent liabilities. The problem is OSU and WSU don't have the votes to do this before the Pac distribution absent court action, because the other 7 teams didn't provide any notice (deemed or actual) prior to August 1, 2023.

Edit: I have detailed the contingent liabilities below

Oh I don't think the ten leaving schools are going to just willingly give everything to the Pac2 lol.

Idk if you guys say this but California repealed their travel ban to 26 states today. Interesting timing. ACC has 11 schools in states were state funded travel was banned.

wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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WIAF:

I hope that is sarcastic.

I had no doubt that a local judge was gonna rule for the local teams regardless of any contract to the contrary. The local judge doesn't care one itoa about being over-ruled on appeal. She/he did what they could for their community, and voters will remember come Election Day.

We may be getting ahead of ourselves here. So far, this is just a dispute between WSU and OSU on the one hand, and Kliavkoff and his lieutenants on the other.

WSU/OSU want to examine the financial records and assess whether salvaging the Pac-12 entity is a good idea or not, and they assert that because they are the only two non-departing members, the commissioner's office has to comply with their requests. K & Co. are pushing hard to get approval of generous packages to assure themselves and others of getting fully paid through June 30, plus a fat severance check on top of that, and they are denying access to the records and threatening to let the 10 departing schools vote to dissolve the Pac in order to get the commissioner's office goodies approved without close examination.

As far as I have seen, not one of the 10 departing schools has joined the commissioner's office in opposing the WSU/OSU lawsuit, and not one has publicly demanded that all 12 schools vote to dissolve the conference and divide available revenue 12 ways.

DoubtfulBear said:

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calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

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OSU and WSU have no incentive to extend the olive branch to us, they view us and Stanford as traitors as well for not committing to the Pac4 for weeks and then leaving. There are only two ways this ends - either all ten of the leaving teams band together and split everything equally, or we claim yet another moral victory by aligning with OSU and WSU and giving all the spoils to the Pac2

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Did you read WIAF's post? Or my response? He says the PAC-12 by-laws require 7 votes. WSU and OSU need the other 5. That is not "an olive branch" and no, we don't do it for free. The Pac-2 would not get all the spoils, they would cut a deal with the other 5 that would split the spoils among the 7 and then give the keys and any future benefits to OSU and WSU.

Big Dog said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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WIAF:

I hope that is sarcastic.

I had no doubt that a local judge was gonna rule for the local teams regardless of any contract to the contrary. The local judge doesn't care one itoa about being over-ruled on appeal. She/he did what they could for their community, and voters will remember come Election Day.

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agree with you totally. Especially in such a lightly populated area.

calumnus said:

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DoubtfulBear said:

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calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

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OSU and WSU have no incentive to extend the olive branch to us, they view us and Stanford as traitors as well for not committing to the Pac4 for weeks and then leaving. There are only two ways this ends - either all ten of the leaving teams band together and split everything equally, or we claim yet another moral victory by aligning with OSU and WSU and giving all the spoils to the Pac2

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Did you read WIAF's post? Or my response? He says the PAC-12 by-laws require 7 votes. WSU and OSU need the other 5. That is not "an olive branch" and no, we don't do it for free. The Pac-2 would not get all the spoils, they would cut a deal with the other 5 that would split the spoils among the 7 and then give the keys and any future benefits to OSU and WSU.

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just thought I would discuss some of the contingent liabilities, most courtesy of Jon Wilner:

1) Comcast overpayment of $55 million. The conference has been sued by former Pac-12 Networks president Mark Shuken and CFO Brent Willman, who believe they were wrongfully terminated (in January) for their roles in the Comcast overpayment scandal. Shuken and Willman were made aware of annual overpayments by Comcast to the Pac-12 Networks in 2017 but claim they met their fiduciary responsibility by telling then-commissioner Larry Scott, who allegedly told the executives to bury the information.

2) The conference and DISH Network are in litigation for withholding distribution payments and violating the terms of its agreement with the Pac-12 Networks in connection with the COVID-shortened 2020 football season, in which the networks were unable to meet contractual requirements to distributors. Unlike the other partners, DISH is attempting to use COVID to justify withholding payments for additional years.

3) UCLA backed out of the 2021 Holiday Bowl hours before kickoff (against N.C. State) following a spate of positive COVID tests. The Holiday Bowl claims it lost approximately $8 million as a result of the cancellation. The Bowl game technically is suing the Regents, though the Pac would be liable under indemnification rights.

4) Severance packages to retain 190 or so Pac employees. This is what started the lawsuit by OSU and WSU. George's package already is under contract would result in around a $3 million severance which decline over time. The problem is without incentives to keep employees, the rest of the fiscal 2023-4 fiscal year sports season is in jeopardy. Pac-12 lawyer Mark Lambert told the Judge the conference has been "hemorrhaging employees" and that approval of the severance package was necessary to keep the lights on, which led the Judge to ask why can't the members agree on a severance package? Good luck on that.

5) if there is to be a Pac/Mountain West agglomeration, the will be duplication. My guess is no one will want to be in the East Bay, which will lead to substantial lease termination costs of the Pac East Bay Facilities.


6) Employee suits: as could be predicted, the few harassment claims have been made.

Also, one hangover from the old Pac is the NLRB case. This, in essence, would force conference members (and UCLA and USC) to become employees, probably result in union organization and a sharing of revenues. If athletic departments are forced to redirect millions from their budgets to the athletes most of it to football and men's basketball players then most pac Olympic sports could be in jeopardy. The Mountain West teams have not been named and it is uncertain if they would, as opposed to Power 5 schools (you need to read the NLRB Chief Counsel's brief to understand).


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wifeisafurd said:

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calumnus said:

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DoubtfulBear said:

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calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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just thought I would discuss some of the contingent liabilities, most courtesy of Jon Wilner:

1) Comcast overpayment of $55 million. The conference has been sued by former Pac-12 Networks president Mark Shuken and CFO Brent Willman, who believe they were wrongfully terminated (in January) for their roles in the Comcast overpayment scandal. Shuken and Willman were made aware of annual overpayments by Comcast to the Pac-12 Networks in 2017 but claim they met their fiduciary responsibility by telling then-commissioner Larry Scott, who allegedly told the executives to bury the information.

2) The conference and DISH Network are in litigation for withholding distribution payments and violating the terms of its agreement with the Pac-12 Networks in connection with the COVID-shortened 2020 football season, in which the networks were unable to meet contractual requirements to distributors. Unlike the other partners, DISH is attempting to use COVID to justify withholding payments for additional years.

3) UCLA backed out of the 2021 Holiday Bowl hours before kickoff (against N.C. State) following a spate of positive COVID tests. The Holiday Bowl claims it lost approximately $8 million as a result of the cancellation. The Bowl game technically is suing the Regents, though the Pac would be liable under indemnification rights.

4) Severance packages to retain 190 or so Pac employees. This is what started the lawsuit by OSU and WSU. George's package already is under contract would result in around a $3 million severance which decline over time. The problem is without incentives to keep employees, the rest of the fiscal 2023-4 fiscal year sports season is in jeopardy. Pac-12 lawyer Mark Lambert told the Judge the conference has been "hemorrhaging employees" and that approval of the severance package was necessary to keep the lights on, which led the Judge to ask why can't the members agree on a severance package? Good luck on that.

5) if there is to be a Pac/Mountain West agglomeration, the will be duplication. My guess is no one will want to be in the East Bay, which will lead to substantial lease termination costs of the Pac East Bay Facilities.


6) Employee suits: as could be predicted, the few harassment claims have been made.

Also, one hangover from the old Pac is the NLRB case. This, in essence, would force conference members (and UCLA and USC) to become employees, probably result in union organization and a sharing of revenues. If athletic departments are forced to redirect millions from their budgets to the athletes most of it to football and men's basketball players then most pac Olympic sports could be in jeopardy. The Mountain West teams have not been named and it is uncertain if they would, as opposed to Power 5 schools (you need to read the NLRB Chief Counsel's brief to understand).

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Things like this are why WSU and OSU have to be able to compel the conference office to give them complete access to all records.

1) WSU/OSU lawyers need to be able to dive into the details of the Comcast mess and lawsuits to figure out how much, if anything, needs to be paid out to make Larry's minions go away. WSU/OSU need their own independent access, not some one-page summary written by a conference lawyer who is serving the bureaucrats' interests and not those of WSU/OSU.

2) Same with the Dish litigation.

3) Same here, and also a chunk of money needs to be set aside to settle this. The Holiday Bowl is in really bad financial shape as it is. They have every incentive to fight until they manage to get multiple millions from the Pac.

4) The severance plan is a red flag, as is the fact that the details are hidden. There are many businesses that have to close down, and lose some employees to attrition during the wind-down period, and manage to make do with the smaller number of folks who stay until the end. I doubt any of those businesses hand every employee severance of something like an extra year's salary to get everyone to stay until the end. WSU and OSU need a helluva lot more information here. How many employees are absolutely necessary? Which ones? Just "trust us, we know what we're doing, every employee is critically needed" is not adequate.

5) Yes, a Pac/MWC entity will probably want its commercial space in some place with lower rent than the Bay Area, so money will need to be set aside to buy out of any long term leases the Pac has.

6) Same as 1-3. WSU/OSU need to have their own lawyers evaluate these cases independently and assess how much money needs to be set aside. A summary from the conference office, or a Wilner article sourced from one of George's guys in the Pac-12 offices is not good enough at all.

calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

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The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

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Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

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I just don't see any Judge ultimately saying to the other 3 schools you played the games, incurred the expenses of playing, but can't have your share of the money. No law behind that, but just the reality that I would be surprised if a Judge allowed that type of forfeiture.

wifeisafurd said:

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calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

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Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

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I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

---

The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

---

Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

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I just don't see any Judge ultimately saying to the other 3 schools you played the games, incurred the expenses of playing, but can't have your share of the money. No law behind that, but just the reality that I would be surprised if a Judge allowed that type of forfeiture.

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So your opinion is that 10 schools can announce they are leaving the conference in August of 2024, and already be accepted by other conferences as members, but only the schools (USC and UCLA) that are stupid enough to "give notice" to the Pac-12 before that date forfeit their 2024 share and get kicked off the board? Just don't give them the letter and you get a full share and continue to have a vote? Would they continue to have a seat forever as long as they never submit the letter? The letter is the only trigger in the by-laws? That will definitely be litigated and we will see how that turns out.

The other suggestion was outside of litigation (though everything will be litigated) and was based on your saying that the by-laws specifically require 7 schools for a quorum. The possibility then, rather than prolonged litigation, would be for OSU and WSU to negotiate a deal with the last 5 to leave to form a quorum and execute the deal, get Kliavkoff out of the way, give benefit to the five, and change the bylaws to provide that following August 2024 WSU and OSU would be able to run the conference and admit new members. The finances, payouts, monies held to cover existing liabilities would be negotiated rather than litigated but the idea would be having deal in place so WSU and OSU have the option of continuing on as the PAC, which they never left. Trying to burn down the house with them in it seems wrong.

calumnus said:

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wifeisafurd said:

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calumnus said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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ColoradoBear said:

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wifeisafurd said:

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For those that wondered if any outside teams would want to be members of a "new" Pac conference, the answer is hell no. Who would want to get their programs involved in this legal quagmire. Just a few of the issue mentioned were executive severance, lack of transparency with Comcast obligations (this also comes with several. lawsuits from former Pac 12 executives due to misconduct by Commish Larry), the desire of the remaining members to liquidate the Pac and receive distributions (this also anticipates a demand for distribution of prior season distributions that are being held for emergencies that are no longer present) and well there is the whole matter of who has what voting rights.

---

Autonomous 5 conference status, $40-50 million in NCAA hoops distributions coming, and CFB playoff money in 24 and 25 that would not available if the conference dissolved and OSU and WSU went to the MWC. Probably worth exploring.

Money coming in would outweigh by many, many times the potential expenditures/liabilities like Kliavkoff remaong contact value or wrongful termination suits.

I do agree the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty.

But I believe Wilner wrote that the NCAA shares would revert to the teams that earned them if the conference dissolves, so there would be incentive for schools like UCLA and Arizona to want to dissolve the conference.

I also saw it mentioned somewhere that the Colonial Conference has banned departing schools from conference title events a.coiple fo times (mostly out of spite). Would be insane to see OSU and WSU get control of the board alone and ban the other 10 schools from from the football CCG. Couldn't do that for basketball as the TV deals pay $$$ for the tourney.

I'd think that the departing 10 and OSU/WSU could come to an agreement about voting rights and not screwing each other over, but p12 execs are the issue here.

---

I don't think most people see it that way.

First, your comment about the "the p12 network assets are likely pennies on the dollar. There aren't going to be a lot assets to divy up, so it seems pretty dirty for the schools who are leaving to favor dissolving the conference, especially since there is no exit penalty" is spot on.

Second, the $40 to $50 million in basketball under the Conference bylaws that gets distributed out to all participating members, and that means 10/12 is gone to members leaving.

Third, the payable to Comcast is $55 to 60 million depending on who you talk to, and it is clear from the complaint, that WSU and OSU don't thing they are being told the full story.. Comcast will offset around $48 milllon in anticipated revenue, which is $48 million in expenses that needs to be paid from another source.

Fourth, the leaving teams are trying to lay claim to the "emergency funds" probably is around $40 million. This is money that would have been distributed in prior years, so you can see where the departing teams think they are entitled.

Fifth, the lawsuits with Larry trying to force there the other execs to commit fraud with Comcast (assuming the suits ever gets to court rather than a BK claim), could have absurdly large punitive damages given Scott's conduct. I'm not in a position to assess the usual sex harrassment claims that come out when the business entity goes tits-up like this.

Sixth, how much are the severance packagers, which seems to be what the instant argument is over? GK gets $7.6 if he is terminated on Dec. 31 and you can add some proration if it is earlier. I'm assuming there is the argument he should be fired for cause, but those member CEOs (including the Presidents at OSU and WSU) were ratifying his conduct to wait on the media contracts. There probably is 4 or 5 other guys/gals you have to keep on and promise severance as long as you keep the lights on and that probably means an extra $1 million a piece. The Pac 12 network talent and execs will get severance, but I don't know how much, and it keeps going on and on.

This is all ending up in bankruptcy court to be picked over by the lawyers.

---

The Pac-12 will still have $400 million in revenue coming in this year. More than enough to cover all liabilities. Way more.

I'd think that if the conference were to continue, OSU and WSU would want to get a much better accounting (and they think GK is resisting), and deduct liabilities from the 12 team payouts from FOX/ESPN rights. This could include pushing for lawsuit settlements to get a number on those liabilities. We are talking max tens of millions, versus the pot of hundreds of millions. Plus paying out severance and legal liabilities seems like a perfect use for the emergency fund.

For the NCAA tournament payouts, those are spread over 6 years for each tournament. So there would be $40 million in future payments (after june 30th, 2024) up in dispute. Departing teams do not get a cut after they leave.

I did read the p12 bylaws and they don't seem well written when it comes to departing members and voting/board membership. Mostly because it leaves the question of what happen in the interim between agreeing to leave to a new conference and actually leaving. There is language about losing a seat after giving notice to leave, but I didn't see anything about a notice actually being required to leave - and teams are leaving on the day after the media contract expires. Other conferences have much more specific contracts that include exit penalties in ADDITION to the GOR's and that spell out the exit process a lot more clearly... and are a lot more onerous to the departing schools.

So I am curious what a judge enforces here.

---

Well an excellent question. Basically, some state judge in a lightly populated count in northeast Washington has granted a TRO saying no Pac board meetings until he examines the matter further, absent unanimous consent.

This is rife with all sorts of problems. Only two teams have provided withdrawal notices prior to August 1, 2024: USC and UCLA..

The bylaws read as follows:

Section 3: No member shall deliver a notice of withdrawal to the Conference in the period beginning on July 24, 2011, and ending on August 1, 2024; provided, that if any member does deliver a notice of withdrawal prior to August 1, 2024, in violation of this chapter, the Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through
August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the
CEO Group and shall cease to have the right to vote on any matter before the CEO Group.

This reads that the PAC can sue to stop universities from leaving and if no injunction is provided, they at least receive the media right revenue through 2024. That's a fairly large penalty that UCLA and SC are going to pay. Not sure how UCLA is going to pay that and certainly don't see how other members not named SC could pay it either, but the key is they did not provide notice, which means most of WSU's and OSU's arguments are BS (they want the court to conclude that the other schools intended to leave by August 1, which in the case of all remains schools not named Colorado is BS. There also is BS logic by OSU and WSU being applied to the idea they are the only two teams that only those two schools can choose what the Pac does with new members. Back to the bylaws:


Section 2. New Members.
Membership shall be limited to institutions of higher education holding Division I membership in the NCAA. Applicants shall provide such information as may be deemed necessary and appropriate by the Commissioner. New members may only be admitted to the Conference by three-fourths vote of the entire CEO Group.
With 10 members remaining, that would require 8 votes for inclusion.

But it gets worse: Under the bylaws, the 12-member conference can't operate with only Washington State and Oregon State eligible to vote; conference bylaws refer to a quorum of actual members requiring at least a majority (specifically stating seven schools). This could not be more poorly drafted. So no meeting could be called by WSU and OSU without adding additional members to reach a quorum of 7 teams, and without notices of withdrawal from the other teams, there can't be any additional teams added. Any other court not in an obscure county in Washington also wold recognize the departing members also have a credible stake in the possibility of the conference dissolving, where assets would be distributed and potential liabilities, including those involving employees and insurance policies, requiring an orderly winding down of operations, so this is far from over. But the Washington Judge has said there won't be board meetings until there is further deliberation by the court, so the court probably is in a bind, and hoping that all the Pac teams could work something with unanimous consent, to bail the judge out of the bind he has put himself in.


I'm curious why a Judge in a remote Washington county thinks he has venue to control the Pac conference, or his ability to enforce the TRO once a Judge in another state, probably in LA County, grants an opposing order.

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Thanks. Good info.

7 is an interesting number. USC, UCLA, UW and Oregon all left for the B1G. I'll throw in Colorado because they started the rush to the exits to the B12. Those are the schools that destroyed the conference.

That leaves 7 schools: Cal, Stanford, WSU, OSU, Utah, ASU and Arizona who presumably were going to stay and can form a quorum under the by-laws.

OSU and WSU need negotiate with these 5 schools to meet as a quorum, fire Kliavkoff, open the books, divide existing liabilities among the 12, divide revenues among the 7, and vote for any changes necessary to give OSU and WSU the keys going forward. Maybe some agreements on scheduling if we all want them. Screws the traitorous 5. Keeps relations for the possible future realignments. Hopefully some money for Cal.

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I just don't see any Judge ultimately saying to the other 3 schools you played the games, incurred the expenses of playing, but can't have your share of the money. No law behind that, but just the reality that I would be surprised if a Judge allowed that type of forfeiture.

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So your opinion is that 10 schools can announce they are leaving the conference in August of 2024, and already be accepted by other conferences as members, but only the schools (USC and UCLA) that are stupid enough to "give notice" to the Pac-12 before that date forfeit their 2024 share and get kicked off the board? Just don't give them the letter and you get a full share and continue to have a vote? Would they continue to have a seat forever as long as they never submit the letter? The letter is the only trigger in the by-laws? That will definitely be litigated and we will see how that turns out.

The other suggestion was outside of litigation (though everything will be litigated) and was based on your saying that the by-laws specifically require 7 schools for a quorum. The possibility then, rather than prolonged litigation, would be for OSU and WSU to negotiate a deal with the last 5 to leave to form a quorum and execute the deal, get Kliavkoff out of the way, give benefit to the five, and change the bylaws to provide that following August 2024 WSU and OSU would be able to run the conference and admit new members. The finances, payouts, monies held to cover existing liabilities would be negotiated rather than litigated but the idea would be having deal in place so WSU and OSU have the option of continuing on as the PAC, which they never left. Trying to burn down the house with them in it seems wrong.

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It is more complicated. Sorry, and also it is 3 schools including Colorado that provided formal notice, if I read the WSU/OSU papers correctly. My read of their papers is that by admitting they will be in a new conference starting August 1, 2024, the other 7 schools should be deemed to have given notice.

3 teams that gave notice:

The arguments by the 3 teams that gave notice, is that the notices they gave become effective on August 1, 2024, as evidence by the fact that their teams are still playing and are observing all Pac rules.
The contra argument is that under Section 3, the 3 schools had their CEO's removed from the decision making bodies as called for in Section 3 and the three schools didn't object.

Now let's say the court finds SC, UCLA and Colorado are wrong. This is where it gets weird. Chapter 2, Section 3 dealing with withdrawal says you can't give notice you are leaving until August 1, 2024 and if a school does so:


"The Conference shall be entitled to an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief, the Conference shall be entitled to retain all the media and sponsorship rights in the multi-player video distribution (MPVD) and telecommunications/wireless categories of the member purporting to withdraw through August 1, 2024, even if the member is then a member of another conference or an independent school for some or all intercollegiate sports competitions. Additionally, if a member delivers notice of withdrawal in violation of this chapter, the member's representative to the CEO Group shall automatically cease to be a member of the CEO Group and shall cease to have the right to vote on any matter before the CEO Group."

So let's say the court's don't buy the 3 schools' arguments, they clearly lose their CEO on the CEO Group, which WSO/OSU pleadings say happened already. Okay, so far so good. But, and this is a big but, before any member is denied its distribution from the Pac, the conference has to ask for "an injunction and other equitable relief to prevent such breach, and if a court of competent jurisdiction shall deny the Conference such injunctive relief", then and only then do the 3 members not get their full distribution. The big problem is that the conference has not asked for an injunction or relief to prohibit the 3 teams from leaving (which would cause utter chaos in the football world), and it won't until it's CEO group authorizes such an action.

So this gets us to the fact that some Judge in NE Washington has said the CEO Group can't meet until he studies everything including moving papers from all parties and holds another hearing to grant a permeant TRO. So no one can even start an action against USC, UCLA and Colorado

7 teams which are leaving, but have not given notice.

This group is everyone else not named SC, UCLA, Colorado, OSU and WSU. First off the schools have been pretty careful to say they are joining the other conferences until August 1, 2024 in the media, and I assume they signed documents with the other P4 conferences indicating the same. For example, Cal does not become a member of ACC until August 1, 2024. Second, while this is a variant of the same argument the other 3 teams are making, these 7 schools have a stronger case since they supposedly have not provided notice under Section 3 and their CEOs are being treated as part of the CEO Group. They are unlikely to provide notice to seek an injunction, because the conferences they are joining would be furious with them, and also because they want the normal distributions to apply for them as well, without getting into litigation with the other 3 schools, and have their distributions held-up. Put another way, the have the votes to prevent OSU and WSU from stopping the automatic distributions to all team members by demanding that the Pac get a TRO and lose, unless some Judge (probably in a federal court), finds some weird form of constructive notice under Section 3 for these 7 schools. The problem with constructive notice is the 7 teams have said they will be members of the Pac until August 1, 2024, and we won't give notice until the prohibition on leaving the Pac under Section 3 expires. Fourth, once the distributions go, OSU and WSU are screwed, absent some court action from WSU and OSU to ignore the distribution rules in place, and withhold funds for what could be huge contingent liabilities.

BTW, to changing the financial distribution rules would require a 3/4th vote of CEOs.

Some additional thoughts: NCAA basketball championship tourney is paid over time. The rules in Section 1 of the Financial Distribution are unclear if they distribution goes to the teams that participated in conference basketball that season or to teams when the distributions are made.

There was a comment about the Pac Network having some form of net value since it was now showing some minor level of profit (not taking into account contingent liabilities related to Comcast or Dish, which probably turns the profit into a loss).

The Pac network has at best scrap value. To cite Wilner: "You can connect the dots here. Simply by moving inventory off Pac-12 Networks and getting a much more competitive price on the market through ESPN or a streaming service such as Apple, the Pac-12 would be poised to make millions more dollars per football game for the life of the new media rights deal."

Those extra games with 10 teams will belong to some other P4 conference next season. Those ocnernce will be paid a lot more by another provider, that what the Pac 12 provided. No one wants an underperforming network and headaches it provides if the alternative is a lot more money. The MWC teams have a commitment to carriers in place with a costly buy-out, so any revamped league is not using the Pac Network, which explains the mass exodus of employees from the Pac Network.

Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

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Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

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Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

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exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

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Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

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exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

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Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

wifeisafurd said:

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Some additional thoughts: NCAA basketball championship tourney is paid over time. The rules in Section 1 of the Financial Distribution are unclear if they distribution goes to the teams that participated in conference basketball that season or to teams when the distributions are made.

There was a comment about the Pac Network having some form of net value since it was now showing some minor level of profit (not taking into account contingent liabilities related to Comcast or Dish, which probably turns the profit into a loss).

The Pac network has at best scrap value. To cite Wilner: "You can connect the dots here. Simply by moving inventory off Pac-12 Networks and getting a much more competitive price on the market through ESPN or a streaming service such as Apple, the Pac-12 would be poised to make millions more dollars per football game for the life of the new media rights deal."

Those extra games with 10 teams will belong to some other P4 conference next season. Those ocnernce will be paid a lot more by another provider, that what the Pac 12 provided. No one wants an underperforming network and headaches it provides if the alternative is a lot more money. The MWC teams have a commitment to carriers in place with a costly buy-out, so any revamped league is not using the Pac Network, which explains the mass exodus of employees from the Pac Network.

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WIAF:

Just out of curiosity, do you happen to know in what State is the Pac12 registered as a Corp?

BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

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Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

Big Dog said:

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wifeisafurd said:

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Some additional thoughts: NCAA basketball championship tourney is paid over time. The rules in Section 1 of the Financial Distribution are unclear if they distribution goes to the teams that participated in conference basketball that season or to teams when the distributions are made.

There was a comment about the Pac Network having some form of net value since it was now showing some minor level of profit (not taking into account contingent liabilities related to Comcast or Dish, which probably turns the profit into a loss).

The Pac network has at best scrap value. To cite Wilner: "You can connect the dots here. Simply by moving inventory off Pac-12 Networks and getting a much more competitive price on the market through ESPN or a streaming service such as Apple, the Pac-12 would be poised to make millions more dollars per football game for the life of the new media rights deal."

Those extra games with 10 teams will belong to some other P4 conference next season. Those ocnernce will be paid a lot more by another provider, that what the Pac 12 provided. No one wants an underperforming network and headaches it provides if the alternative is a lot more money. The MWC teams have a commitment to carriers in place with a costly buy-out, so any revamped league is not using the Pac Network, which explains the mass exodus of employees from the Pac Network.

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WIAF:

Just out of curiosity, do you happen to know in what State is the Pac12 registered as a Corp?

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Per the WSU/OSU pleadings, the Pac is a California unincorporated association. They are registered to do business in a large number of states, but what I suspect you wanted to know is whose governance laws control, and that would be those of the State of California. I also suspect, that you are going to note the paucity of California law or cases mentioned in the WSU/OSU pleadings. That will obviously need to change in future pleadings or the Washington judge is going to have his ultimate decision for a permanent restraining order slapped six ways from Sunday.

calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

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Again, so what? The 10 other members are not yet members of opposing conferences. They would then argue what is in the interest of 10 of 12 members presently is in the interest of the conference. You need to start actually citing some CA law regarding fiduciary duties to minority association members that is being violated or the conflicts between the members is meaningless. There are always conflicts between members. If 10 out of 12 shareholders voted to liquidate and wind-up a corporation, most of us would say that is the interest of the corporation. The other 2 shareholders don't get an automatic right to continue the corporation.

Going big picture, this all is an academic exercise until WSU and OSU can determine what is left behind, which is hard to do without an understanding of the Pac's potentially very large contingent liabilities. In that regard, I was surprised WSU/OSU did not raise the full disclose provision in the bylaws. At some point, WSU/OSU may find this not economic to pursue, either because the liabilities exposure is too much or the legal fess and time it will take courts (note the "s" after court) the issues be to resolved would leave them outside a working conference and hurting for money to pay legal expenses against 10 other schools. As for the last sentence, the departing members are not named in the lawsuit (probably deliberately), did not appear in the case and did not file any motions. Indeed, that a judge is attempting to decide the rights of parties that are not before the court may tank the Washington judge's ultimate decision in terms of enforcement, if he decides only WSU and OSU get to run the conference.

calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

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IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

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IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

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why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

wifeisafurd said:

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BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

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IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

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why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Do you have some law to support your contention?

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WIAF, I think we are all talking past each other. You are a lawyer so you are relying on the law. And yes, those of us who have found our way into other Power Conferences may well be able to legally, royally, screw OSU and WSU, who were original members of the conference with Cal, and are both currently ranked, by torching the conference we are leaving and has been our home for over 100 years and rooming them to G5 status?

It has only been 12 days since we finally got into the ACC. It could have easily been us with them when we did not have the votes needed to get into the ACC. We would be the ones trying to preserve our rights to rebuild our conference and survive while the schools who got B1G and B12 invites with P5 money tried to crush us and crush our hopes by tearing up the conference and departing with the assets. Now that we are safe (largely due to the help of others) we turn around and screw those who aren't? We found a life raft so we puncture the only one left just because we can and we will be marginally better off?

So you may very well be right about the law, but I think a lot of us are rooting for OSU and WSU to wind up in a better place than simply joining the MWC, because there by the grace of God go I. It easily could have been us with them.

There are some potentially valuable assets of the PAC-12, NCAA "autonomous conference" status, recognized by the CFP, NCAA playoff money, bowl tie ins, etc. that could be valuable going forward and cannot be divided up, but would destroyed if the 10 dissolved the conference to loot the bank accounts. Maybe WSU and OSU would not be able to maintain those rights, but personally I don't want to be the ones who crush their chances. Let others do that.

That is why I thought the bylaws requirement for 7 votes was interesting. It could be a path toward a negotiated settlement, where the 5 who departed first and have the most money get cut out. The last 5 to depart can get a reasonable deal (once all the assets and liabilities are known) but WSU and OSU would get the PAC shell and get going on figuring out what they are going to do in 2024. Time is of the essence for them.

wifeisafurd said:

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BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

---

Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

---

IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

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why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

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I assume that depends on what anyone's business agreement says, such as whether you lose voting rights by announcing your departure or taking steps to leave, or whether certain things can be done by a simple majority.

As for what should be done? The name and the conference's place within college sports matter; they are not fungible like a generic association of a dozen doctors or lawyers.

BearSD said:

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wifeisafurd said:

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BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

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Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

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exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

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Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

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IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

---

why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

---

I assume that depends on what anyone's business agreement says, such as whether you lose voting rights by announcing your departure or taking steps to leave, or whether certain things can be done by a simple majority.

As for what should be done? The name and the conference's place within college sports matter; they are not fungible like a generic association of a dozen doctors or lawyers.

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100% The conference itself has value beyond the sum of the members. Dissolution would destroy value. Sure, it is not value those leaving can take with them, so what, screw them because we can? When only two weeks ago it was looking like we would be with them and we were ranting about the selfishness of USC, UCLA, UW and Oregon?

wifeisafurd said:

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Big Dog said:

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wifeisafurd said:

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Some additional thoughts: NCAA basketball championship tourney is paid over time. The rules in Section 1 of the Financial Distribution are unclear if they distribution goes to the teams that participated in conference basketball that season or to teams when the distributions are made.

There was a comment about the Pac Network having some form of net value since it was now showing some minor level of profit (not taking into account contingent liabilities related to Comcast or Dish, which probably turns the profit into a loss).

The Pac network has at best scrap value. To cite Wilner: "You can connect the dots here. Simply by moving inventory off Pac-12 Networks and getting a much more competitive price on the market through ESPN or a streaming service such as Apple, the Pac-12 would be poised to make millions more dollars per football game for the life of the new media rights deal."

Those extra games with 10 teams will belong to some other P4 conference next season. Those ocnernce will be paid a lot more by another provider, that what the Pac 12 provided. No one wants an underperforming network and headaches it provides if the alternative is a lot more money. The MWC teams have a commitment to carriers in place with a costly buy-out, so any revamped league is not using the Pac Network, which explains the mass exodus of employees from the Pac Network.

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WIAF:

Just out of curiosity, do you happen to know in what State is the Pac12 registered as a Corp?

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Per the WSU/OSU pleadings, the Pac is a California unincorporated association. They are registered to do business in a large number of states, but what I suspect you wanted to know is whose governance laws control, and that would be those of the State of California. I also suspect, that you are going to note the paucity of California law or cases mentioned in the WSU/OSU pleadings. That will obviously need to change in future pleadings or the Washington judge is going to have his ultimate decision for a permanent restraining order slapped six ways from Sunday.

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thank you.

calumnus said:

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BearSD said:

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wifeisafurd said:

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BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

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Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

---

IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

---

why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

---

I assume that depends on what anyone's business agreement says, such as whether you lose voting rights by announcing your departure or taking steps to leave, or whether certain things can be done by a simple majority.

As for what should be done? The name and the conference's place within college sports matter; they are not fungible like a generic association of a dozen doctors or lawyers.

---

100% The conference itself has value beyond the sum of the members. Dissolution would destroy value. Sure, it is not value those leaving can take with them, so what, screw them because we can? When only two weeks ago it was looking like we would be with them and we were ranting about the selfishness of USC, UCLA, UW and Oregon?

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Dissolution does not destroy any value, it just determines who is allowed to participate in the spoils, remaining assets after ALL liabilities have been accounted for. (And yes, that means the contracts of existing Pac employees and such things as any lease terms for the Pac offices and Pac-network..)

Like many others, I'm rooting for OSU and WSU, and hope we can continue to play them in FB and OOC in b'ball. That said, the 7 need to protect their own interests. If Cal can get an extra million or so from teh spoils, the powers-that-be woudl not be doing their fidiuciary duty if they just walked away and left it behind.

BearSD said:

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wifeisafurd said:

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BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

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wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

---

Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

---

IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

---

why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

---

I assume that depends on what anyone's business agreement says, such as whether you lose voting rights by announcing your departure or taking steps to leave, or whether certain things can be done by a simple majority.

As for what should be done? The name and the conference's place within college sports matter; they are not fungible like a generic association of a dozen doctors or lawyers.

---

Yes, but no. The conference's place in college sports was teh value that the top schools brought by beating the BiG in the Rose Bowl, by beating SEC teams OOC, by UCLA and 'Zona going to Final Fours. What we know of the Pac is done. Replacing the SoCal schools, and UW and Oregon powers with MWC schools does not make a Pac conference. It will be a shell of its former self. By merging, the MWC (and OSU and WSU) get a piece of the owned March Madness payouts.

Source: #Pac12 approves employee retention and severance plan. (Presidents signed off unanimously but did not conduct formal vote, per court order.) Plan designed to ensure conf remains staffed to level needed to produce ~1,000 contracted events for media partners

— Jon Wilner (@wilnerhotline) September 13, 2023

BearSD said:

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wifeisafurd said:

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BearSD said:

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calumnus said:

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BearSD said:

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Big Dog said:

---

wifeisafurd said:

---

JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

---

Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

---

IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

---

why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

---

I assume that depends on what anyone's business agreement says, such as whether you lose voting rights by announcing your departure or taking steps to leave, or whether certain things can be done by a simple majority.

As for what should be done? The name and the conference's place within college sports matter; they are not fungible like a generic association of a dozen doctors or lawyers.

---

Have to disagree. The name of any professional firm generally has goodwill or brand value, just like the Pac. Absent an agreement to the contrary, the parties under CA law get to go their separate ways, dissolve and wind-up, and start a new by a majority vote. Often times these days there is a shareholder, TIC, or partner agreement which forces a buy-sell when principals leave to benefit remaining partners, but that is not the case here. The Pac has this weird type of bylaws which spend a lot of times talking about platitudes, but don't have the usual detailed provisions about what happens when the entity falls apart for example or resolution provisions when the members don't agree. The only reason the withdrawal provision exists is for the the TV contract, and all 12 members are honoring the contract by staying and competing through July 31, 2024, when the contract expires. I just don't see a court (outside one chosen to provide a home court advantage) reading the CA law any other way. The underlying view behind the law is the majority gets their value out of the entity through liquidating the assets, paying off expenses and moving on. That the entity had some value beyond its assets doesn't really enter into the equation. Most entities that have been operating for some time have goodwill or brand value. That doesn't mean 2 out of 12 members get all the spoils. That is not the law in CA, absent a contract saying so.

philbert said:

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Source: #Pac12 approves employee retention and severance plan. (Presidents signed off unanimously but did not conduct formal vote, per court order.) Plan designed to ensure conf remains staffed to level needed to produce ~1,000 contracted events for media partners

— Jon Wilner (@wilnerhotline) September 13, 2023

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well I guess all the Pac CEOs found some value in retaining the employees, unlike some posters here.

wifeisafurd said:

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BearSD said:

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wifeisafurd said:

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BearSD said:

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calumnus said:

---

BearSD said:

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Big Dog said:

---

wifeisafurd said:

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JRL.02 said:

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Well, there is clearly a conflict of interest between the 10 departing schools and the Pac-12. The ACC held a call last night to discuss future football scheduling matters… I'm sure reps for Stanford and Cal were on that call… that's a pretty big conflict of interest!

---

Those matters apply to what happens in the future in another conference, not the present where those schools still are competing in the Pac. As for the present, there are various times when the 12 teams have had conflicts of interest, such as setting schedule over the last few decades. So what?

---

exactly. Nearly every vote that teh pac presidents take is a conflict of interest.

---

Having announced departure from the conference is a conflict that ought to prevent the departing school from having a vote on whether and how the conference should continue to exist after the departing school has left.

This is why OSU and WSU are in court, to prevent Kliavkoff & friends from deeming the departing schools eligible to vote and letting them dissolve the conference in exchange for giving big fat severance packages to all conference employees. OSU and WSU would have needed to go to court anyway after Kliavkoff executed that ruse, so they decided to go to court before it was done.

---

Exactly, 10 schools are now essentially members of other competitor conferences and have no incentive to insure the Pacific conference remains a viable entity a year from now, probably the opposite. A fundamental question is what to do with the substantial reserve funds: save, or even grow them to handle the litigations detailed above and yet to come or just disburse them now and let "the conference" deal with all the potential liabilities in the future. Even the fact that WSU and OSU have to take the conference to court (spending their money on both sides) points to this obvious conflict.

---

IMO the money is an issue for later. The first thing WSU and OSU need is a court order (or a negotiated settlement) that prevents the Pac from being dissolved over their objections. They ought to control the decision on whether or not to keep the Pac going and invite MWC schools in.

WSU and OSU aren't going to take all of the 2023-24 conference revenue and leave the departing schools with nothing. That can't fly, even under the Pac's poorly written bylaws. More importantly, they haven't expressed an intent to do that.

---

why do two members automatically get the right to determine what happens to the conference? In a partnership, or association, such as medical, law or accounting entity, If 10 out of 12 partners decide they want to go their separate ways, they can dissolve and wind-up their association. The 2 minority partners don't get to automatically get the entity and all the assets and make all the decisions. Absent an agreement to the contrary, the two partners can start their own firm and invite whoever they like in as partners, but they don't get a veto right to stop the entity from being liquidated. This is black letter CA law. Do you have some law to support your contention?

---

I assume that depends on what anyone's business agreement says, such as whether you lose voting rights by announcing your departure or taking steps to leave, or whether certain things can be done by a simple majority.

As for what should be done? The name and the conference's place within college sports matter; they are not fungible like a generic association of a dozen doctors or lawyers.

---

Have to disagree. The name of any professional firm generally has goodwill or brand value, just like the Pac. Absent an agreement to the contrary, the parties under CA law get to go their separate ways, dissolve and wind-up, and start a new by a majority vote. Often times these days there is a shareholder, TIC, or partner agreement which forces a buy-sell when principals leave to benefit remaining partners, but that is not the case here. The Pac has this weird type of bylaws which spend a lot of times talking about platitudes, but don't have the usual detailed provisions about what happens when the entity falls apart for example or resolution provisions when the members don't agree. The only reason the withdrawal provision exists is for the the TV contract, and all 12 members are honoring the contract by staying and competing through July 31, 2024, when the contract expires. I just don't see a court (outside one chosen to provide a home court advantage) reading the CA law any other way. The underlying view behind the law is the majority gets their value out of the entity through liquidating the assets, paying off expenses and moving on. That the entity had some value beyond its assets doesn't really enter into the equation. Most entities that have been operating for some time have goodwill or brand value. That doesn't mean 2 out of 12 members get all the spoils. That is not the law in CA, absent a contract saying so.

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If the Pac-12 is an unincorporated association, it cannot own assets, right? All of the assets should be held by trust for the benefit of each of the members. Whether a school has voting rights for the board formed to make decisions for the associations does not dilute the ownership of the schools in the assets held in trust. And if the two remaining schools act only in their interest and not in the interest of the other schools with respect to assets held in trust, they as well as the trustee would be subject to breach of fiduciary duty.

The only asset that should not carry with the departing school should be the value of the Pac-12 goodwill since, by leaving, they are abandoning the goodwill. They should have no right to the goodwill while they benefit from the goodwill of the new conference.

Am I thinking about this correctly?