What Makes a Club, Anyway?

Long regarded as one of the foremost derbies in world football, Glasgow’s Old Firm has, in recent years, faced unprecedented tumult and uncertainty. Following Rangers’ forced relocation to the fourth tier of Scottish football, the fixture itself was partially suspended, while many claimed that the rivalry was in fact “dead” — consigned to history along with the club that constituted the older, and more successful, half of the world-famous fixture.

Whether or not Celtic fans really believe en masse that Rangers F.C. is no more, the case has nonetheless been made with vigour and frequency since the Ibrox club was pushed out of the SPL in 2012. Old Firm games are now (mostly with tongue-in-cheek) referred to as the “Glasgow Derby” by the green half of the city, and Celtic fans consistently refer to their bluenose counterparts as “zombies”.

There’s no doubt that Celtic fans have been granted the ultimate gift by the football gods. The ability to say — not least with a straight face — that your rivals’ club no longer exists must be nothing short of delicious, and something that fans from the world’s other great rivalries must no doubt envy. But the claim that Rangers F.C., the world’s most successful domestic club, died in 2012 raises monumentally important questions — both legal and philosophical — about the nature of football clubs everywhere. The most important of these is a simple one: what exactly makes a club?

The Unthinkable Became Reality

The liquidation of The Rangers Football Club plc in 2012 was perhaps the single most consequential moment in the history of the business of club football. Rangers FC — a world record 54-time league champions — was taken to the financial brink by the ownership, and, for a time, it looked like the days of football at Ibrox might be consigned to popular memory. Depending on your perspective, the club was eventually saved (or reformed) by Charles Green’s creation of Sevco Scotland Ltd (later The Rangers Football Club Ltd) which bought the assets of the club, placing them under a new holding company.

The complexities surrounding the liquidation process have created a substantial level of confusion over what happened to Rangers F.C. — and it’s a confusion that is yet to dissipate. On the one hand, Rangers’ fans and owners — as well as the SFA, UEFA, FIFA, and the ECA — consider Rangers to be the same club, merely under a new company. However, others, principally fans of Celtic and other top flight Scottish clubs, hold that the current Rangers is a new club, since the old one is in liquidation. It would be a sensitive and controversial subject for any football club, let alone for one half of what is the most intense sporting rivalry in Britain, and possibly the world.

Company = Club?

Followed logically, those who doubt Rangers’ authenticity should have a strong case. Rangers Football Club was incorporated in 1899 to form The Rangers Football Club Ltd  (a corporate identity that remains, to this day, embedded on the famous blue gates at Ibrox), before later becoming The Rangers Football Club plc in 2000. It’s important here to note that UEFA defines a football club as a “a legal entity fully responsible for the football team”, meaning that the plc is of prime importance to the question of Rangers’ continued existence.

Prior to the liquidation process, it’s unlikely any Rangers fans knew that their club and The Rangers Football Club plc were, from a legal standpoint, one and the same. Most observers presumably thought that the plc merely owned the club, and that the club was, by definition, simply an asset, or something else entirely. The corporate arrangement at Rangers was, it should be said, far from unique. To offer an identical example for the purposes of clarity, what we understand to be Arsenal Football Club is really Arsenal Football Club plc — the company and the club are the same thing, and the plc cannot sell “Arsenal” on the basis that it cannot sell itself.

Following this line of reasoning, Celtic fans and others have pressed home the idea that since The Rangers Football Club plc will be liquidated, Rangers F.C. can no longer exist. At the centre of this claim is the 1899 incorporation which made Rangers a legal entity unto itself. Prior to that, the Club was simply a club from its founding in 1872 — the members were responsible for its finances in much the same way as your typical chess or bridge club would be today. However, after incorporation, the Club took on its own legal personality. And this is crucial to the debate.

One of the more damning lines of argument rolled out by Celtic fans is the claim that at no point during the Sevco Scotland takeover was “Rangers F.C.” listed as an asset. This is eminently true. Sevco Scotland acquired the SFA membership, the SPL share, Ibrox Stadium, Murray Park, leasehold interests, goodwill, player contracts & registrations, stock, and plant & machinery. Nothing more, nothing less. The conclusion, then, has been that Rangers F.C. was not an asset, but was instead something that had assets, reinforcing the “plc = club” interpretation.

The Two Faces of a Club

However, in the case of Rangers (and indeed Arsenal), the nomenclature constitutes a point of confusion. The similarities between the names “Rangers Football Club” and “The Rangers Football Club plc” are such that equating the two seems entirely uncontroversial — the former merely sounds like an abbreviation of latter. These titular similarities have helped to blur the lines between the club and the company to the point where the “company = club” equation seems no more controversial than saying that “your relationship = your marriage” (even though we know the two things are different).

But what if Rangers Football Club had been incorporated as something else? Say, “Mardonmain Holdings Limited”. Would we still suppose that the company and the club were the same thing?

Mardonmain Holdings is not a name picked from thin air. In fact, it is the second name given to the original company that was created after Crystal Palace F.C. was incorporated in 1905. Mardonmain Holdings was no different to both The Rangers Football Club plc and Arsenal Football Club plc — it was the legal personality of the club. Even after the Crystal Palace Football and Athletic Club Limited became Mardonmain Holdings Limited, we know that such a thing as Crystal Palace F.C. existed — even if no such thing existed in law. Remember, according to UEFA’s guidelines, the club would be Mardonmain Holdings Limited, not Crystal Palace F.C.

Already we can tell that UEFA’s guidelines (which the body itself does not enforce) clearly ought not to be taken seriously. Although UEFA might consider a club to be the “legal entity” (in practice it does not), that is simply not a definition that any fan would recognise, as the case of Mardonmain Holdings testifies.

Indeed, although Palace was formally incorporated as Mardonmain Holdings, and is now incorporated as CPFC 2010 Limited, neither of these companies is even mentioned on Crystal Palace’s wikipedia page or in any of its online histories. Moreover, it’s bizarre to suggest that fans were turning up at Selhurst Park to support an entity called Mardonmain Holdings Limited. Similarly, fans from across the world do not turn up to Old Trafford to see Manchester United Limited — they come to see Manchester United Football Club. No matter what UEFA states, there is a clear difference that is visible to any observer.

Something beyond the company

One has to assume, then, that there is such as thing as Crystal Palace F.C., distinct from the incorporated company. And by that logic, there has to be something called Rangers F.C., distinct from The Rangers Football Club plc. Such an interpretation has actually been alluded to in the courts, and on more than one occassion. In one of Rangers’ many legal cases, the “Ticketus case”, Lord Hodge explained that “[The Rangers Football Club plc] operates an association football club and is a member of the Scottish Football Association and the Scottish Premier League”. (This has, on occasion, been intentionally misquoted to read “operates as an association football club”, but such renderings are little more than mischief.)

From the perspective of Lord Hodge, as well as from that of Lord Nimmo Smith who conducted the SPL’s enquiry into the case, the Rangers F.C. that we all know was more an undertaking than it was an asset or a company. Of course, the other Rangers — the plc that most of us did not know — was a business just like any other, capable of being stripped and liquidated.

But what we’re left with is a very confusing picture. The “company = club” argument is in one sense highly plausible, while at the same time we know it to be incomplete. Beneath the incorporated companies, there is something more, even if it is not recognised in law.

As much as Rangers fans are frequently mocked for relying on the philosophical, or metaphysical, definition of a club, there is a substantial degree of truth to the argument. Whether or not a football club is an “undertaking”, or instead an ethereal entity which exists in the collective conscience, it is something other than the company. UEFA clearly recognises this, even if it does not do so on paper. After all, if incorporation is all that matters, it isn’t just that Rangers is dead, but the soul of football is dead, too.

Editorial credit: EQRoy / Shutterstock.com

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