The reserves were prior year's income withheld to meet possible liabilities, most significantly various lawsuits. So that was all earned before the schools left the conference. So, yes, its a pretty good argument for the school's leaving. Their claim on the assets remaining 8/2/24 is not so clear.

(10-09-2023 07:04 PM)bryanw1995 Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

Well, yeah, but that's a huge win for schools that won't suffer any interruption to their current revenues. If they're losing $30m a year...well, let's just say that to UW or USC, this is the difference between flying commercial or buying a school jet, but for the 2Pac this is life and death. If they go all out scorched earth and lose, then the conference gets disbanded and they still get everything that they had coming to them, anyway. However, if they DON'T go all out scorched earth and figure out uses for some of those hundreds of millions that are on the way...they might not even have Athletic Departments in 12 months.

I think their situation would be dire but not quite that dire. Even in a worst-case scenario OSU and WSU would be able to jump into the MWC and continue their athletic programs. They just wouldn't have any extra assets in their pockets to enable a smooth ramp-down to their reduced future budget levels. Instead they would have to lay off a bunch of their employees, reduce the salaries of their coaches, and cut all of the fat out of their other expenses ("Sorry team, it's hamburger instead of steak at the training table, and we're flying commercial now"). It would hurt like heck but it wouldn't be the death penalty for them.

(10-09-2023 06:48 PM)RUScarlets Wrote:  Sorry, but what’s the difference between mediation and arbitration? Thought it was more or less the same…

It depends on what kind of arbitration. The difference between mediation and "binding arbitration" is that binding arbitration is, as the name suggests, binding. The arbitrator makes a determination of the rights of the parties in the dispute, and if one party is determined to owe damages, then they are legally obliged to pay.

In non-binding arbitration, the arbitrator makes a determination of the rights of the parties in the dispute, but neither side is required to accept their determination.

In mediation, there is a mediator who attempts to help the parties arrive at a settlement both sides will agree to.

I think The PAC 2 wants to keep the PAC 2 as a P5 conference. All they need to do is invite the rest of the best which includes North Dakota State, South Dakota State, UC-Davis, Northern Arizona, Sacramento State, Montana, Montana State, UTEP, etc. to make a good conference. The rest of the best would be from UTEP, Air Force, UNR, Fresno State, San Diego State, UTSA, North Texas, Rice, Tulane, Memphis, USF, UAB, Georgia State, App. State, ODU, Marshall, Toledo, Ohio, etc from G5, and you could give Montana another try as a P5 since they were one of the original PAC 12 members before it became PAC 12. They did not have a beef with Washington State or Oregon State. The trouble started with accusations thrown about cheating with Washington, Oregon, California, Stanford, UCLA and USC. That was the first time that Oregon State and Washington State went in limbo and PAC 12 would not have been formed. Both Idaho and Montana got smart and left early.

(10-09-2023 09:51 PM)BruceMcF Wrote:  

(10-09-2023 06:48 PM)RUScarlets Wrote:  Sorry, but what’s the difference between mediation and arbitration? Thought it was more or less the same…

It depends on what kind of arbitration. The difference between mediation and "binding arbitration" is that binding arbitration is, as the name suggests, binding. The arbitrator makes a determination of the rights of the parties in the dispute, and if one party is determined to owe damages, then they are legally obliged to pay.

In non-binding arbitration, the arbitrator makes a determination of the rights of the parties in the dispute, but neither side is required to accept their determination.

In mediation, there is a mediator who attempts to help the parties arrive at a settlement both sides will agree to.

And they all contextually can have advantages (time/money/risk) over court proceedings. Mediation is most preferable so long as terms are agreeable to each side and lawyer/court fees and time are saved. Non-binding arbitration is easier for each side to agree to than binding arbitration (less risk). Binding arbitration still can resolve the issue sooner and save costs, but you might not get a result that's agreeable to one or both parties (but for the most part has to be accepted). Court resolution is the least preferable, unless the other options aren't tenable/practical, b/c it will cost the most money and time, and whatever the court decides is going to be far harder to appeal than arbitration determinations (and laws/precedent/bylaws aren't always just/equitable/rational, so the most risk).

(10-09-2023 07:41 PM)bullet Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

There are 5 issues:
Current year distributions
Reserves and liabilities
Pac 12 network assets
NCAA credits
Pac 12 name

The first and fifth are pretty easy. Full distribution of current year earnings. Pac 12 name goes to the remainder. Think the ten have a really strong argument that the reserves should be used against liabilities and then, if anything left, distributed ratably. The battle may be over the 4th and 5th item.

I think the ten will win on current year distributions. I think Oregon State and Washington State will win on everything else. The ten schools that are leaving will also leave the conference assets behind. That would include NCAA financial units. I am sure that UCLA would like to keep the basketball money, but that is just not the way it works.

(10-10-2023 12:09 AM)SoCalBobcat78 Wrote:  

(10-09-2023 07:41 PM)bullet Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

There are 5 issues:
Current year distributions
Reserves and liabilities
Pac 12 network assets
NCAA credits
Pac 12 name

The first and fifth are pretty easy. Full distribution of current year earnings. Pac 12 name goes to the remainder. Think the ten have a really strong argument that the reserves should be used against liabilities and then, if anything left, distributed ratably. The battle may be over the 4th and 5th item.

I think the ten will win on current year distributions. I think Oregon State and Washington State will win on everything else. The ten schools that are leaving will also leave the conference assets behind. That would include NCAA financial units. I am sure that UCLA would like to keep the basketball money, but that is just not the way it works.

Right - I don’t think that the current year revenue distributions were in dispute, anyway. To my knowledge, there hasn’t been a suggestion that OSU and WSU are trying to withhold any conference distributions from the other 10 before they actually leave in August 2024.

This is all about who gets the current Pac-12 assets and future post-August 2024 revenue (such as NCAA Tournament credits).

I generally think the case for WSU and OSU is stronger, although the by-laws were poorly written regarding what constitutes notice of withdrawal and it doesn’t help that the enforcement of that provision has been varied. For instance, the Pac-12 with respect to USC, UCLA and Colorado leaving interpreted that notice provision to immediately suspend their voting rights, but then didn’t suspend their revenue distributions that are also referenced in the same paragraph.

That’s why we have this question and dispute over whether the voting rights are lost either (a) when a school provides notice of withdrawal prior to August 1, 2024 even though they don’t leave until after August 1, 2024 or (b) when a school provides notice of withdrawal that it will actually and officially leave (not merely provide notice) prior to August 1, 2024.

OSU/WSU want interpretation (a), while the 10 others want interpretation (b). I tend to agree with interpretation (a) since it’s generally the intent of these types of provisions that a leaving member can’t vote on future conference matters, but there’s enough ambiguity in the by-law language that it’s not a slam dunk for either side and the parties are now fighting about it in court.

[quote='Stugray2' pid='19199785' dateline='1696897386']
This is the beginning of the negotiation process to come to an eventual settlement. But it's akin to talks about the shape of the table they will hold talks at. Because we are still in the stage of establishing leverage, not of actually negotiating a price. That comes later.

Stage 1 leverage
Stage 2 negotiation
Stage 3 settlement



Stage 3 you pour a concrete slab over the spot where you buried the bodies.

(10-09-2023 10:39 PM)DavidSt Wrote:  I think The PAC 2 wants to keep the PAC 2 as a P5 conference. All they need to do is invite the rest of the best which includes North Dakota State, South Dakota State, UC-Davis, Northern Arizona, Sacramento State, Montana, Montana State, UTEP, etc. to make a good conference. The rest of the best would be from UTEP, Air Force, UNR, Fresno State, San Diego State, UTSA, North Texas, Rice, Tulane, Memphis, USF, UAB, Georgia State, App. State, ODU, Marshall, Toledo, Ohio, etc from G5

College Football's first 29-team power conference seems intriguing:

1. Washington State
2. Oregon State
3. North Dakota State
4. South Dakota State
5. UC-Davis
6. Northern Arizona
7. Sacramento State
8. Montana
9. Montana State
10. UTEP
11. Air Force
12. Nevada
13. Fresno State
14. San Diego State
15. UTSA
16. North Texas
17. North Texas
18. Rice
19. Tulane
20. Memphis
21. USF
22. UAB
23. Georgia State
24. Appalachian State
25. Old Dominion
26. Marshall
27. Toledo
28. Ohio U
29. Etc.

(10-10-2023 07:41 AM)Frank the Tank Wrote:  

(10-10-2023 12:09 AM)SoCalBobcat78 Wrote:  

(10-09-2023 07:41 PM)bullet Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

There are 5 issues:
Current year distributions
Reserves and liabilities
Pac 12 network assets
NCAA credits
Pac 12 name

The first and fifth are pretty easy. Full distribution of current year earnings. Pac 12 name goes to the remainder. Think the ten have a really strong argument that the reserves should be used against liabilities and then, if anything left, distributed ratably. The battle may be over the 4th and 5th item.

I think the ten will win on current year distributions. I think Oregon State and Washington State will win on everything else. The ten schools that are leaving will also leave the conference assets behind. That would include NCAA financial units. I am sure that UCLA would like to keep the basketball money, but that is just not the way it works.

Right - I don’t think that the current year revenue distributions were in dispute, anyway. To my knowledge, there hasn’t been a suggestion that OSU and WSU are trying to withhold any conference distributions from the other 10 before they actually leave in August 2024.

This is all about who gets the current Pac-12 assets and future post-August 2024 revenue (such as NCAA Tournament credits).

I generally think the case for WSU and OSU is stronger, although the by-laws were poorly written regarding what constitutes notice of withdrawal and it doesn’t help that the enforcement of that provision has been varied. For instance, the Pac-12 with respect to USC, UCLA and Colorado leaving interpreted that notice provision to immediately suspend their voting rights, but then didn’t suspend their revenue distributions that are also referenced in the same paragraph.

That’s why we have this question and dispute over whether the voting rights are lost either (a) when a school provides notice of withdrawal prior to August 1, 2024 even though they don’t leave until after August 1, 2024 or (b) when a school provides notice of withdrawal that it will actually and officially leave (not merely provide notice) prior to August 1, 2024.

OSU/WSU want interpretation (a), while the 10 others want interpretation (b). I tend to agree with interpretation (a) since it’s generally the intent of these types of provisions that a leaving member can’t vote on future conference matters, but there’s enough ambiguity in the by-law language that it’s not a slam dunk for either side and the parties are now fighting about it in court.

The bold, as well as the lack of an exit fee and the absurdity of having a claim against a school leaving after the contract is over as referred to in that paragraph, to me pretty clearly indicates that the by-laws were referring to a school actually leaving before 8/2/24, although the language would indicate they were only talking about notice.

What is the legal relationship between the PAC12 Conference and PAC12 Enterprises, LLC- the entity that was created to oversee the P12N?

(10-09-2023 06:21 PM)Glenn360 Wrote:  Washington with the support of the other 9 leaving schools also found a notion to dismiss the lawsuit brought by Pac-2

https://twitter.com/slmandel/status/1711493625841074295

Interesting. I wonder if they filed a motion also.

(10-09-2023 10:39 PM)DavidSt Wrote:  I think The PAC 2 wants to keep the PAC 2 as a P5 conference.

And I want to win the PowerBall. We have roughly equal odds.

There is no combination of available options that sees the the 2PAC remain an autonomy (power) conference.

(10-10-2023 09:33 AM)PeteTheChop Wrote:  College Football's first 29-team power conference seems intriguing:

...

29. Etc.

I like Etc.'s odds this year.

(10-09-2023 09:40 PM)HawaiiMongoose Wrote:  

(10-09-2023 07:04 PM)bryanw1995 Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

Well, yeah, but that's a huge win for schools that won't suffer any interruption to their current revenues. If they're losing $30m a year...well, let's just say that to UW or USC, this is the difference between flying commercial or buying a school jet, but for the 2Pac this is life and death. If they go all out scorched earth and lose, then the conference gets disbanded and they still get everything that they had coming to them, anyway. However, if they DON'T go all out scorched earth and figure out uses for some of those hundreds of millions that are on the way...they might not even have Athletic Departments in 12 months.

I think their situation would be dire but not quite that dire. Even in a worst-case scenario OSU and WSU would be able to jump into the MWC and continue their athletic programs. They just wouldn't have any extra assets in their pockets to enable a smooth ramp-down to their reduced future budget levels. Instead they would have to lay off a bunch of their employees, reduce the salaries of their coaches, and cut all of the fat out of their other expenses ("Sorry team, it's hamburger instead of steak at the training table, and we're flying commercial now"). It would hurt like heck but it wouldn't be the death penalty for them.

It depends on how smooth the landing is. $37m down to $20m? Ok, they could probably borrow some from the academic side and smooth it downwards by $5m a year. But if it's really $37m down to $7m? That's apocalyptic stuff. Everybody, or most everybody, is getting fired. Coaches are immediately lame ducks. etc etc etc. It's not "steak" or "hamburgers", it's "steak" vs "dumpster diving". I saw a girl wearing a WSU shirt at my kid's FB game the other day, I wanted to give an "I'm sorry" hug, and I had nothing to do with their current plight!

(10-09-2023 10:39 PM)DavidSt Wrote:  I think The PAC 2 wants to keep the PAC 2 as a P5 conference. All they need to do is invite the rest of the best which includes North Dakota State, South Dakota State, UC-Davis, Northern Arizona, Sacramento State, Montana, Montana State, UTEP, etc. to make a good conference. The rest of the best would be from UTEP, Air Force, UNR, Fresno State, San Diego State, UTSA, North Texas, Rice, Tulane, Memphis, USF, UAB, Georgia State, App. State, ODU, Marshall, Toledo, Ohio, etc from G5, and you could give Montana another try as a P5 since they were one of the original PAC 12 members before it became PAC 12. They did not have a beef with Washington State or Oregon State. The trouble started with accusations thrown about cheating with Washington, Oregon, California, Stanford, UCLA and USC. That was the first time that Oregon State and Washington State went in limbo and PAC 12 would not have been formed. Both Idaho and Montana got smart and left early.

You just listed like 1/4 of D1, and perhaps 1/6 of D2. Probably some D3 and non-FB schools in there somewhere, too. Nice job covering all the bases.

(10-10-2023 12:09 AM)SoCalBobcat78 Wrote:  

(10-09-2023 07:41 PM)bullet Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

There are 5 issues:
Current year distributions
Reserves and liabilities
Pac 12 network assets
NCAA credits
Pac 12 name

The first and fifth are pretty easy. Full distribution of current year earnings. Pac 12 name goes to the remainder. Think the ten have a really strong argument that the reserves should be used against liabilities and then, if anything left, distributed ratably. The battle may be over the 4th and 5th item.

I think the ten will win on current year distributions. I think Oregon State and Washington State will win on everything else. The ten schools that are leaving will also leave the conference assets behind. That would include NCAA financial units. I am sure that UCLA would like to keep the basketball money, but that is just not the way it works.

Those are separate determinations though. The first determination is "who's in charge". There's nothing to protest for the 10 departures unless and until the 2Pac does something that they don't like; ie, refusing to give them any emergency fund money, or taking some/most/all of the current year's distributions in contravention of Pac 12 bylaws, stuff like that. One nice thing about a mediated solution for all parties is that all the uncertainty just "poof" disappears. That probably won't happen if it ends up leaving the 10 with full voting rights, and it probably also doesn't happen if all WOSU get is the NCAAT units and everything else is wound down and distributed 12 ways. There MIGHT be a happy medium that everyone can live with, but as I said earlier in this thread, WSU and OSU have a whole lot more at stake here than the other 10. The other 10 might actally have to eat a few burgers instead steaks for a year or 2 if they try to go scorched earth and lose everything, but WOSU will be looking at firing nearly everybody and winding down significant portions of their Athletic Departments at the very least if they don't score a major win here.

(10-10-2023 07:41 AM)Frank the Tank Wrote:  

(10-10-2023 12:09 AM)SoCalBobcat78 Wrote:  

(10-09-2023 07:41 PM)bullet Wrote:  

(10-09-2023 06:37 PM)johnbragg Wrote:  

(10-09-2023 05:23 PM)bryanw1995 Wrote:  mediation? That means nothing, it just means that they're at least speaking to each other. Arbitration or a court of Law? Ok, that would be something with teeth in it. If I'm WOSU, I figure we have nothing to lose, may as well push this as hard as we can. I'd take such an aggressive posture in mediation that it would basically be the same result as winning the lawsuit outright: we can do what we want, we WILL do what we want, and you 10 defectors have zero recourse.

I think a deal is pretty easily reached, with the 10 departing members agree to not dissolve the conference, and the 2 continuing members agree not to change the bylaws to plunder this years' distributions.

There are 5 issues:
Current year distributions
Reserves and liabilities
Pac 12 network assets
NCAA credits
Pac 12 name

The first and fifth are pretty easy. Full distribution of current year earnings. Pac 12 name goes to the remainder. Think the ten have a really strong argument that the reserves should be used against liabilities and then, if anything left, distributed ratably. The battle may be over the 4th and 5th item.

I think the ten will win on current year distributions. I think Oregon State and Washington State will win on everything else. The ten schools that are leaving will also leave the conference assets behind. That would include NCAA financial units. I am sure that UCLA would like to keep the basketball money, but that is just not the way it works.

Right - I don’t think that the current year revenue distributions were in dispute, anyway. To my knowledge, there hasn’t been a suggestion that OSU and WSU are trying to withhold any conference distributions from the other 10 before they actually leave in August 2024.

This is all about who gets the current Pac-12 assets and future post-August 2024 revenue (such as NCAA Tournament credits).

I generally think the case for WSU and OSU is stronger, although the by-laws were poorly written regarding what constitutes notice of withdrawal and it doesn’t help that the enforcement of that provision has been varied. For instance, the Pac-12 with respect to USC, UCLA and Colorado leaving interpreted that notice provision to immediately suspend their voting rights, but then didn’t suspend their revenue distributions that are also referenced in the same paragraph.

That’s why we have this question and dispute over whether the voting rights are lost either (a) when a school provides notice of withdrawal prior to August 1, 2024 even though they don’t leave until after August 1, 2024 or (b) when a school provides notice of withdrawal that it will actually and officially leave (not merely provide notice) prior to August 1, 2024.

OSU/WSU want interpretation (a), while the 10 others want interpretation (b). I tend to agree with interpretation (a) since it’s generally the intent of these types of provisions that a leaving member can’t vote on future conference matters, but there’s enough ambiguity in the by-law language that it’s not a slam dunk for either side and the parties are now fighting about it in court.

I guess the "Champion" lawyers were all in Birmingham and Rosemont...

(10-10-2023 07:41 AM)Frank the Tank Wrote:  ... I generally think the case for WSU and OSU is stronger, although the by-laws were poorly written regarding what constitutes notice of withdrawal and it doesn’t help that the enforcement of that provision has been varied. For instance, the Pac-12 with respect to USC, UCLA and Colorado leaving interpreted that notice provision to immediately suspend their voting rights, but then didn’t suspend their revenue distributions that are also referenced in the same paragraph. ...

Note that the denial of revenue distributions through August 1, 2024 is in the event of denial of injunctive & other equitable relief, and the PAC-10 did not seek an injunction when USC/UCLA left:

Quote: 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.

By contrast, the loss of vote is not contingent:

Quote: 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.

A close reading makes the ambiguous language lean in the Departing10 direction, but the actions of a majority of the Departing10 make it appear that they believed, at the time that USC and UCLA left, that it meant what the PAC2 claim, and a demonstrable common understanding by all parties to a contract seems like it may have some weight in contract law.

Mind, of course, that IANDL.

(10-10-2023 03:21 PM)The Sicatoka Wrote:  

(10-09-2023 06:21 PM)Glenn360 Wrote:  Washington with the support of the other 9 leaving schools also found a notion to dismiss the lawsuit brought by Pac-2

https://twitter.com/slmandel/status/1711493625841074295

Interesting. I wonder if they filed a motion also.

I completely missed that