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The "UN"-Official SDSU to the Pac thread.

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On 6/18/2023 at 12:49 AM, Fowl said:

FYI - SDSU NEVER signed any legally binding "contract" with respect to the exit fees, nor did any other MWC school.  That was the result of a bylaw amendment enacted unilaterally by the MW board.  I have no clue as to the circumstances, however, IF SDSU voted no on the bylaw amendment AND they can show that they, or another MWC school, were being courted for another conference anywhere near that time, I'd bet that it is likely that the bylaw amendment would be thrown out by a judge and the former exit fee would be enforced.

I've done it twice to public companies on bylaw changes and won both times.  Once on a company incorporated in Delaware and once in Nevada.  IIRC the MW is incorporated in CO.  I've no clue as to CO law but I've heard that it's similar to NV law from a corporate governance standpoint - that's a crapshoot as NV corporate law is a joke and is the reason why fraudsters choose to incorporate in NV (FYI never invest in a co. incorporated in NV).  If it was in Delaware, SDSU would face a much higher probability of success.

Nonetheless, if SDSU voted no on the bylaw amendment and a school in the MW was having discussions with another conference I'd say that, and the early quasi "notice", is enough leverage for SDSU to attempt to get the exit fees capped at 3x the annual distribution and paid out over a few years.

Wicker has said recently on several occasions that SDSU wants to continue to be good partners with MW schools as they separate so from those statements I think SDSU would be fine paying the new exit fee (3x annual distribution) but just over a few years.

Good post.  I obviously don’t know the MWC contract dirty details.  My post was really just to show there are consequences to a poster thinking this just all unfair, bullshit treatment. 
 

Obviously, SDSU knew about the bylaws, so everything I said still applies. But if there’s some loopholes on voting, I’m sure SDSU will use that advantage. 

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On 6/17/2023 at 8:33 PM, ---I GREEN INFECTION I--- said:

 

The ppl who owned Twitter stock when Musk bought the company.

 

They were paid cash for their stock.  54.20/share.  They shouldn’t care. 

thelawlorfaithful, on 31 Dec 2012 - 04:01 AM, said:One of the rules I live by: never underestimate a man in a dandy looking sweater

 

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At the risk of being told I don’t MWC board, why the hell are we arguing about this? How can we expect anything other than exactly what’s happening? SDSU trying to reduce or defer the financial outlay and the league holding the line. This thread is chasing its tail. 

Thay Haif Said: Quhat Say Thay? Lat Thame Say

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On 6/18/2023 at 8:29 AM, Old_SD_Dude said:

At the risk of being told I don’t MWC board, why the hell are we arguing about this? How can we expect anything other than exactly what’s happening? SDSU trying to reduce or defer the financial outlay and the league holding the line. This thread is chasing its tail. 

Well…because you know B)

thelawlorfaithful, on 31 Dec 2012 - 04:01 AM, said:One of the rules I live by: never underestimate a man in a dandy looking sweater

 

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On 6/16/2023 at 5:45 PM, King Spartan said:

The Chargers leaving was the best thing to ever happen to SUDS.

Yep. I rooted for the chargers to leave town because I knew we would thrive in their absence.  Even I am surprised at how much sdsu has benefitted from them leaving town.  It’s pretty unbelievable what’s happened in the last six years.  

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On 6/17/2023 at 8:33 PM, ---I GREEN INFECTION I--- said:

The ppl who owned Twitter stock when Musk bought the company.

 

On 6/18/2023 at 8:17 AM, mugtang said:

They were paid cash for their stock.  54.20/share.  They shouldn’t care. 

 

You are correct.  Let me rephrase:

The ppl who owned Twitter stock shortly after Musk bought the company.

 

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On 6/17/2023 at 11:49 PM, Fowl said:

FYI - SDSU NEVER signed any legally binding "contract" with respect to the exit fees, nor did any other MWC school.  That was the result of a bylaw amendment enacted unilaterally by the MW board.  I have no clue as to the circumstances, however, IF SDSU voted no on the bylaw amendment AND they can show that they, or another MWC school, were being courted for another conference anywhere near that time, I'd bet that it is likely that the bylaw amendment would be thrown out by a judge and the former exit fee would be enforced.

My guess is the result would be the same as when Maryland left the ACC: Settlement of a lawsuit filed by the former conference with the defendant university writing a check for something less than the allegedly owed amount.

Oh and for those who might say SDSU would cave to the MWC because it couldn't afford to defend itself, a few cost-free filings by an attorney with the CSU Chancellor's Office should be sufficient to get the conference to compromise.

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On 6/17/2023 at 4:27 PM, Aztec1984 said:

...Who would want to join a conference that punished a member for accepting an invite to a P5 conference while leaving them $11M in MM units?

Anyone who would consider a move to the MW a stepup probably isn't going anywhere anytime soon, so they'd probably like a conference that looks out for the interests of the remaining schools.

Out of my mind for the Lobos!!

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On 6/17/2023 at 11:49 PM, Fowl said:

FYI - SDSU NEVER signed any legally binding "contract" with respect to the exit fees, nor did any other MWC school.  That was the result of a bylaw amendment enacted unilaterally by the MW board.  I have no clue as to the circumstances, however, IF SDSU voted no on the bylaw amendment AND they can show that they, or another MWC school, were being courted for another conference anywhere near that time, I'd bet that it is likely that the bylaw amendment would be thrown out by a judge and the former exit fee would be enforced.

I've done it twice to public companies on bylaw changes and won both times.  Once on a company incorporated in Delaware and once in Nevada.  IIRC the MW is incorporated in CO.  I've no clue as to CO law but I've heard that it's similar to NV law from a corporate governance standpoint - that's a crapshoot as NV corporate law is a joke and is the reason why fraudsters choose to incorporate in NV (FYI never invest in a co. incorporated in NV).  If it was in Delaware, SDSU would face a much higher probability of success.

Nonetheless, if SDSU voted no on the bylaw amendment and a school in the MW was having discussions with another conference I'd say that, and the early quasi "notice", is enough leverage for SDSU to attempt to get the exit fees capped at 3x the annual distribution and paid out over a few years.

Wicker has said recently on several occasions that SDSU wants to continue to be good partners with MW schools as they separate so from those statements I think SDSU would be fine paying the new exit fee (3x annual distribution) but just over a few years.

Ultimately none of this is ever going to be litigated, so the enforceability of these clauses, ironically, doesn’t really matter. 

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On 6/18/2023 at 8:29 AM, Old_SD_Dude said:

At the risk of being told I don’t MWC board, why the hell are we arguing about this? How can we expect anything other than exactly what’s happening? SDSU trying to reduce or defer the financial outlay and the league holding the line. This thread is chasing its tail. 

Right, but we can’t pretend SDSU asking for the MWC to just do it a solid and give them an extension is this super normal thing. Negotiating exit fees happens all the time. One month extensions out of the kindness of a conference’s heart, you know, doesn’t. 

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On 6/18/2023 at 3:29 PM, SalinasSpartan said:

Right, but we can’t pretend SDSU asking for the MWC to just do it a solid and give them an extension is this super normal thing. Negotiating exit fees happens all the time. One month extensions out of the kindness of a conference’s heart, you know, doesn’t. 

I wouldn’t say it happens all the time. A few universities every few years more like. SDSU asks, the conference says no. Big deal. 

Thay Haif Said: Quhat Say Thay? Lat Thame Say

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On 6/17/2023 at 11:49 PM, Fowl said:

FYI - SDSU NEVER signed any legally binding "contract" with respect to the exit fees, nor did any other MWC school.  That was the result of a bylaw amendment enacted unilaterally by the MW board.  I have no clue as to the circumstances, however, IF SDSU voted no on the bylaw amendment AND they can show that they, or another MWC school, were being courted for another conference anywhere near that time, I'd bet that it is likely that the bylaw amendment would be thrown out by a judge and the former exit fee would be enforced.

I've done it twice to public companies on bylaw changes and won both times.  Once on a company incorporated in Delaware and once in Nevada.  IIRC the MW is incorporated in CO.  I've no clue as to CO law but I've heard that it's similar to NV law from a corporate governance standpoint - that's a crapshoot as NV corporate law is a joke and is the reason why fraudsters choose to incorporate in NV (FYI never invest in a co. incorporated in NV).  If it was in Delaware, SDSU would face a much higher probability of success.

Nonetheless, if SDSU voted no on the bylaw amendment and a school in the MW was having discussions with another conference I'd say that, and the early quasi "notice", is enough leverage for SDSU to attempt to get the exit fees capped at 3x the annual distribution and paid out over a few years.

Wicker has said recently on several occasions that SDSU wants to continue to be good partners with MW schools as they separate so from those statements I think SDSU would be fine paying the new exit fee (3x annual distribution) but just over a few years.

Interesting point. My dad was a subcontractor. In order to be awarded a job we had to sign a "Type II Indemnity Agreement" as part of the contract which transferred any and all liability from the General Contractor to the subcontractors. If the project gets sued, the GC attempts to transfer their liability and the cost of their defense to their subs. However, since your only choice as a sub is to sign the agreement or not do the job, that clause has never, at least when I was involved in the industry, been upheld in court. In legal terms that is called "unenforceable."

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On 6/18/2023 at 2:05 PM, lobo-tomy said:

Anyone who would consider a move to the MW a stepup probably isn't going anywhere anytime soon, so they'd probably like a conference that looks out for the interests of the remaining schools.

I don't know. I think UTSA has great potential myself and would be a great add for the MWC The Dakotas no, unless you want an emphasis on the Mountain part of the MWC. At least UTSA gets the conference into Texas. But Fowl makes a valid point. If it can be shown that SDSU was being courted by another conference at the time the MWC increased its fees then there may be a decent case to be made that they were being singled out. Again, there are CSU, AFA, BSU and UNLV all looking to jump to either the B12 or the PAC if they get an offer. I suppose, given the belief of Yoda, the Fresno thinks they could get an invite as well, though I expect they voted to increase the exit fees in the MWC. They certainly would not want to see the conference playing hardball with SDSU. As I understand it, the MWC media rights deal ends in 2026. Not sure if they would have an offer to join the B12, but the AAC might look better to them at that point. Who wants to be in a conference that is governed by mob rule when you may have a chance to elevate your position?

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On 6/18/2023 at 4:59 PM, Old_SD_Dude said:

I wouldn’t say it happens all the time. A few universities every few years more like. SDSU asks, the conference says no. Big deal. 

Keep in mind, I agree that none of this is a big deal. But SDSU asking for the MWC to just, out of the kindness of their hearts, give them another month so they can leave with 11 months notice but pay as if they gave 12 months notice is not normal. That’s why people are reacting as they are. What IS normal is a school starts negotiating their exit fees after they, you know, EXIT.

It’s definitely not a big deal, but pretending this is super common is REALLY dumb.

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On 6/18/2023 at 5:05 PM, Aztec1984 said:

Interesting point. My dad was a subcontractor. In order to be awarded a job we had to sign a "Type II Indemnity Agreement" as part of the contract which transferred any and all liability from the General Contractor to the subcontractors. If the project gets sued, the GC attempts to transfer their liability and the cost of their defense to their subs. However, since your only choice as a sub is to sign the agreement or not do the job, that clause has never, at least when I was involved in the industry, been upheld in court. In legal terms that is called "unenforceable."

Yea but the enforceability of a clause only really matters if there is a chance of the matter being litigated. There is literally no chance this will be litigated. 

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On 6/18/2023 at 7:17 PM, Aztec1984 said:

I don't know. I think UTSA has great potential myself and would be a great add for the MWC The Dakotas no, unless you want an emphasis on the Mountain part of the MWC. At least UTSA gets the conference into Texas.

UTSA has already joined the AAC.

It gives me a headache just trying to think down to your level

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On 6/18/2023 at 10:03 AM, AztecMD said:

Yep. I rooted for the chargers to leave town because I knew we would thrive in their absence.  Even I am surprised at how much sdsu has benefitted from them leaving town.  It’s pretty unbelievable what’s happened in the last six years.  

Amazing six years, how many conference championships has SUDS won during that period?

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Mike Bronson, on 27 Sept 2013 - 8:45 PM, said:

 

    Don't be mad because the refs are going to need Tommy John surgeries after this poorly played game.

 

Quote

mugtang, on 27 Sept 2013 - 8:49 PM, said:

 

    Your mom is going to need Tommy John surgery after jerking me off all night.

 

Cartoon-21-Final.jpg

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On 6/18/2023 at 5:32 PM, SalinasSpartan said:

Yea but the enforceability of a clause only really matters if there is a chance of the matter being litigated. There is literally no chance this will be litigated. 

I'm just expanding on the point Fowl was making. I'm not a lawyer nor have I seen the written contract or know if there is some history of this. Again, other schools from the AAC have negotiated more favorable terms and SDSU is exploring what the MWC is willing to do. As I have said before, you can always ask.

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On 6/18/2023 at 7:24 PM, Aztec1984 said:

I'm just expanding on the point Fowl was making. I'm not a lawyer nor have I seen the written contract or know if there is some history of this. Again, other schools from the AAC have negotiated more favorable terms and SDSU is exploring what the MWC is willing to do. As I have said before, you can always ask.

Yea, they asked. Not a big deal, I have said that on this thread, as have some others. What I am confused about is why you are so invested in arguing about what the outcome will be, because the exact amount of the exit fee, at the end of the day, will be pretty irrelevant to SDSU long term. In 5 years if you guys pay 14M vs 25M vs 30M… what difference will it really make? None.
 

For example, UConn got taken to the cleaners in their negotiations with the AAC, and how much did it end up mattering? It didn’t, at all.

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I don’t blame SDSU for wanting to join the PAC.  It’s their best option at this time.  Still, I can’t help but think this could all be temporary.  If any two of Washington, Oregon, Colorado or Arizona leave the PAC the whole thing could fall apart with other schools running for the exits.  How many of the current PAC schools find a home in another conference under this scenario is anybody’s guess.  It’s very possible SDSU ends up back with some, most or all of us at some point.

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