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Home » Manchester United take-over: The 12 who will decide and voting rules

Manchester United take-over: The 12 who will decide and voting rules

Manchester United’s board is set to meet this week after British billionaire Sir Jim Ratcliffe moved closer to securing a minority stake in the club.

The 12-strong board needs to vote on selling a 25 per cent stake to Ratcliffe, but a deal must first be finalised with the owners, the Glazer family, after Sheikh Jassim’s Qatari group claimed to have withdrawn from the race.
Sources close to INEOS and at the club, granted anonymity because they were not permitted to speak publicly, told The Athletic on Saturday that a deal in principle had been agreed, subject to ratification.

The days ahead could finally be pivotal, though a drawn-out process has taught us that, where United and the Glazers are concerned, nothing is certain.

This is what we know about the vote and those who will decide the club’s immediate fate.
The board meeting is scheduled to take place on Thursday, although the final details of Ratcliffe’s bid must first be agreed with the six Glazer siblings, who would then put it to a vote.

Board members have previously been able to dial in remotely, allowing those in Manchester, Washington, and Tampa to avoid transatlantic flights and it is expected the same will happen again.

Ratcliffe wants control of sporting decisions immediately and is proposing a new structure where INEOS representatives have seats on the board, thus granting definitive influence on such matters. But the exact nature of this arrangement still needs to be worked out.

It is anticipated that Ratcliffe would wish to make his own appointments on the football side and plans have been discussed.

Paul Mitchell, who has left his role as Monaco’s sporting director and moved back home to Manchester, is thought to be under consideration. Mitchell established his reputation for recruitment work at Southampton, Tottenham Hotspur and RB Leipzig and has a good relationship with senior INEOS figures. Monaco were top of Ligue 1 when he left after what was regarded as a successful transfer window and the building of a new management setup.

Michael Edwards and Julian Ward, who enjoyed success in helping build Liverpool’s squad under Jurgen Klopp, have been discussed, but it is unclear if either is open to a Premier League return imminently. United held talks with Dan Ashworth before he took up the position as Newcastle United’s sporting director and any approach would now cost significant money in compensation. There is speculation about what any restructuring would mean for football director John Murtough, with Ratcliffe tending to want his own people in positions of power.
Sir Dave Brailsford, the former head of British Cycling and INEOS Grenadiers before becoming Ratcliffe’s director of sport in late 2021, would be expected to head up the sporting operation at United.
The position of Richard Arnold as United’s chief executive would come into doubt should Ratcliffe succeed. Jean-Claude Blanc, the former Paris Saint-Germain chief executive who joined INEOS in February, is a potential candidate to step in. Ratcliffe, who toured Old Trafford and the training ground at Carrington in March, is said to feel that United’s operation can be more streamlined given the club employs more than 1,000 staff members.

Representatives of Ratcliffe declined to comment, citing confidentiality, but did not deny the 70-year-old is seeking the final say on sporting issues. United, as a PLC, would then inform the New York Stock Exchange of developments.
A past incarnation of Ratcliffe’s bid has been debated at board level when he proposed to take a 51 per cent stake. However, sources say there were dissenting votes among United’s 12-strong board, which meant the deal did not proceed.

Ratcliffe was offering to buy exclusively Class B shares, the type held only by the Glazers, which are worth 10 times the voting power of the Class A shares traded on the New York Stock Exchange. This prompted the threat of legal action by investors, who believed such a proposal was unfair because it deprived Class A holders of any prospect of financial uplift.
The six non-Glazers on the board are said to have rejected that version of Ratcliffe’s bid, causing significant tension between the two parties, including Arnold. It is thought this issue would be solved by Ratcliffe buying both Class A and Class B shares.

Who are the 12 who can decide United’s fate?

United’s board of directors is led by co-chairmen Joel and Avram Glazer, the two brothers who assumed control at Old Trafford in April 2006 after former owner Malcolm Glazer, their father, suffered a stroke.
Joel is the member of the family most involved in day-to-day operations, with sign-off on major decisions, and has the largest stake of any of the Glazer siblings at 19 per cent.

Avram is the more public-facing of the pair, attending Wembley to watch United in the Carabao Cup, FA Cup and Women’s FA Cup finals last season.

In 2021, Avram sold five million United shares worth more than £70million ($87m), reducing his share of the voting rights to approximately 14 per cent.
Their four siblings — Kevin, Bryan, Darcie and Edward — hold positions on the board, but their time is predominantly spent managing other parts of the family’s business empire.

Kevin Glazer is the founder of Glazer Properties, a commercial real estate company. In 2021, he and Edward sold a combined 9.5 million United shares, reducing the family’s holding in the club to 69 per cent.

Bryan Glazer, along with Joel, is the public face of the family’s stewardship of the Tampa Bay Buccaneers, while Darcie Kassewitz Glazer is president of the Bucs, having taken the lead on the franchise’s community programmes.
Edward is the youngest of the six siblings. As well as serving as a co-chairman of the Bucs alongside Bryan and Joel, he is chairman of retail and automobile companies US Property Trust and US Auto Trust.

Three members of club staff have board positions — chief executive Arnold, chief financial officer Cliff Baty and legal counsel Patrick Stewart.

Arnold is a familiar figure to supporters having replaced Ed Woodward as United’s most senior executive last year, earning a promotion from his role as commercial director. In the annual accounts, Arnold is listed as holding Class A shares.
Baty is responsible for United’s financial control and reporting and joined the club in 2016, having worked in the gambling sector. Fans may recognise his voice from his appearances on United’s investor conference calls over recent years.
Stewart is United’s most senior lawyer, responsible for managing the club’s legal and regulatory affairs and serves as an arbitrator at the Court of Arbitration for Sport.

The remaining three positions are filled by independent directors — Robert Leitao, Manu Sawhney and John Hooks — who are responsible for representing the minority shareholders.

Leitao is managing partner at banking giant Rothschild; Sawhney is the former chief executive of the International Cricket Council, having left the organisation in 2021; Hooks is a veteran of the luxury fashion industry, having worked as deputy chairman of Giorgio Armani and president of Ralph Lauren’s Europe and Middle East division.

Basic voting rules, and does anyone have a veto?

The voting rules at board meetings are outlined in United’s ‘articles of association’ — written rules regarding the running of the company, which directors and shareholders agree upon and which were filed to the U.S. Securities and Exchange Commission in 2012 upon the club’s listing on the New York Stock Exchange.

The articles state that “questions arising at any (board of directors) meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman (or co-chairmen acting jointly) shall have a second or casting vote”. The rules do not mention any veto.

In practice, this would mean that if a majority of board members approve of Ratcliffe’s 25 per cent minority investment, the deal would pass. If there was a deadlock, the casting vote would fall to co-chairmen Joel and Avram.

It is unclear how a deadlock would be broken in the event the co-chairmen disagreed, although any minority investment proposal is likely to have their shared support before being brought to the board for approval.

A lot has been made of the voting power of United’s Class B shares, which are worth 10 times their Class A equivalent and are exclusively held by Glazer family members.
The voting power of these shares is only related to votes at general shareholder meetings, however, and not those at board level.

What would happen next if the vote goes in Ratcliffe’s favour — or fails?

This is a key question but it’s not yet clear. When we know, we will let you know…

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