The Premier League

The Memorandum of Association and the Articles of Association (“the Articles”) of The Football Association Premier League Limited (“FAPL”), which, amongst other things, set out the objects for which the FAPL is established, the role of the board of the FAPL (“the FAPL Board”), and the operation of FAPL’s general meetings; and
The rules of The FA Premier League (“the Rules”).

Those aforementioned parts of the FAPL’s Memorandum of Association and Articles, and certain sections of the Rules, shall be explained in turn.

Organisation

Article 3 of the FAPL’s Memorandum of Association includes the following objects, or purposes, for which FAPL was established:

‘to organise and manage under the jurisdiction of The Football Association a league of association football clubs to be known as “The Football Association Premier League… (“the Premier League”)’;
‘to make, adopt, vary and publish rules, regulations and conditions for the management of the Premier League… and to take all such steps as shall be deemed necessary or advisable for enforcing such rules, regulations and conditions’;
‘to enter into television, broadcasting, sponsorship, commercial or other transactions of any kind in connection with the Premier League’; and
‘to co-operate with The Football Association and the International Football Association Board in all matters relating to international competitions or relating to the laws of the game of association football and generally to adhere to and comply with the applicable rules and regulations of The Football Association’.

It should be noted that the clubs of the Premier League are the shareholders of FAPL, with each of the clubs of the Premier League (known as a ‘Member’) holding one share, which are held by the clubs’ company entities, e.g. Aston Villa Football Club Limited (see articles 4 and 6-7 of the Articles). The FA also holds a preference share in FAPL, making it the ‘Special Shareholder’ as defined, and whilst this share does not permit The FA to vote on matters that require a vote at a general meeting, certain amendments to the Articles and the Rules and other actions require the consent of The FA (see article 5 of the Articles).

The FAPL Board and general meetings

The FAPL Board must consist of not less than two directors, one of whom is the chief executive (see article 19.1 of the Articles). Directors are appointed by way of a resolution at a general meeting and with the approval of the FA in its position as the Special Shareholder (see article 19.3 of the Articles). The FAPL Board currently consists of Peter McCormick (Interim Chair but to be replaced by Alison Brittain form early 2023), Richard Masters (Chief Executive), Mai Fyfield (Independent Non-Executive Chair) and Dharmash Mistry (Independent Non-Executive Chair). Whilst not required to be shareholders, the directors of FAPL are entitled to attend and speak at general meetings (see articles 14.4 and 19.2 of the Articles).

The FAPL Board (see articles 20 of the Articles) is responsible for:

Managing the affairs of the FAPL, which includes the operation of the Premier League and the operation and implementation of the Rules;
Making recommendations to the members on such matters of importance to the FAPL as considered appropriate;
Exercising all powers of the FAPL subject to such powers of supervision and policy direction as the members in a general meeting may give;
Delegating any of its powers to such persons or committees as they think fit, unless specifically reserved (see article 21 of the Articles); and
Convening general meetings of the FAPL (i.e., a meeting of its members).

The FAPL Board can convene a general meeting of the FAPL at any time but is required to convene at least five general meetings per year, and must also convene a general meeting at the request of two or more members (see articles 12.1 and 12.3-12.4 of the Articles).

Where matters at a general meeting require a vote, quorum is reached when two thirds of the members are present (i.e., 14 of the 20 FAPL clubs). Every member present at the general meeting by a representative or by proxy shall have one vote (see article 15.1 of the Articles). Further, and generally, votes from two-thirds of the members present are required to pass a resolution to decide on such matters, and such votes are conducted by a show of hands and may include proxy votes (see articles 14.10-14.18 and 17 of the Articles). The Articles can only be amended by way of special resolution (see sections 21 and 283 of the Companies Act 2006).

Notably, in relation to any dealings relating to television, broadcasting, sponsorship or like transactions or other matters materially affecting the commercial interests of the members, the FAPL Board cannot enter into any contract or agreement without the prior authority or approval by resolution of the members (see article 20.3 of the Articles).

The Rules

Article 11.1 of the Articles states that the FAPL may by resolution make and adopt and from time to time amend the Rules for the purpose of regulating all matters affecting the organisation and management of the Premier League to the extent not provided for in, and so far as the same do not conflict with, the Articles.

The Rules are voluminous and cover, amongst other things:

The governance of the FAPL (see Section B of the Rules);
The operation of the Premier League competition (see Section C of the Rules);
Clubs’ financial requirements, including FAPL’s profitability and sustainability rules, and the requirement that ‘Associated Party Transactions’ are subject to a ‘Fair Market Value Assessment’ that was introduced following the Kingdom of Saudi Arabia’s acquisition of Newcastle United FC (see Section E of the Rules);
The owners’ and directors’ test (see Section F of the Rules);
Requirements of managers (see Section P of the Rules);
Players’ contracts (see Section T of the Rules);
FAPL’s disciplinary procedures and powers (see Section W of the Rules); and
FAPL’s use of arbitration for disputes (see Section X of the Rules).

For the purposes of this overview, summary details are given of the rules and, where applicable, the procedures found in the following sections of the Rules: Section B: The League – Governance; Section C: The League Competition; Section D: The League – Finance; Section W: Disciplinary; and Section X: Arbitration.

Sections B, C and D of the Rules

Section B: The League – Governance of the Rules provides, amongst other things, that (i) there will be 20 clubs in the Premier League (see rule B.1 of the Rules); (ii) that at the end of each season the three relegated clubs shall transfer the one share they each own in FAPL to the three clubs promoted from the Football League to the Premier League (see rule B.3 of the Rules); and (iii) the procedure for the Premier League’s appointment of individuals to the FA Council, the FA Board and the Professional Game Board (see rules B.19-B.23 of the Rules and Football Law’s overview of the FA for further details). It should also be noted that membership of the FAPL creates a contractual relationship between the FAPL and its members and between each of the members to be bound by and comply with the Laws of the Game, the Rules of The FA, the Articles and the Rules, the statutes and regulations of UEFA and FIFA (see rule B.14 of the Rules). Rule B.24 of the Rules also requires each Director (as defined) of its members to sign the Premier League Owners’ Charter, introduced in the wake of several FAPL members being involved with the attempted creation of the European Super League (as explained in this Football Law article). The Premier League Owners’ Charter states, amongst other things:

‘As Owners and Directors, we are the custodians of our Clubs and will uphold the spirit of these commitments.
…
9. We are collectively committed to the Premier League and recognise our responsibility to support it. We will not engage in the creation of new competition formats outside of the Premier League’s Rules’.

Section C: The League Competition of the Rules provides, amongst other things, that (i) each club in the Premier League shall play two league matches (one home and one away) against each other club in the Premier League (rule C.1); (ii) for the use of goal line technology (see rule C.8 of the Rules); (iii) that the FAPL Board shall review and resolve all goals where the identity of the scoring player is in doubt (see rule C.10 of the Rules) (although not expressly referred to in the Rules, this is delegated to the Goal Accreditation Panel); (iv) that the champions of the Premier League will receive a trophy that shall be returned to the FAPL Board in good order and condition not later than three weeks before its final league match of the next season (see rule C.12 of the Rules); and (v) that the three clubs at the bottom of the Premier League table will be relegated to the Football League (see rule C.14 of the Rules). Section C also includes detailed rules on the FAPL Board’s ability to interrupt or curtail a season, such measures being used extensively during the COVID-19 pandemic (see rules C.18-C.30 of the Rules).
Section D: The League – Finance of the Rules deals with the broadcasting of the Premier League’s matches and the revenues from the same. For example, subject to article 20.3 of the Articles referred to above, FAPL shall enter contracts for television and radio broadcasts of Premier League matches (see rule D.1 of the Rules) and each club in the Premier League is required to provide such rights, facilities and services as are required for the Premier League to fulfil those contracts for television and radio broadcasts (see rule D.3 of the Rules). Rules D.15-D.24 of the Rules provide for the calculation of distributions of revenues from the Premier League’s UK broadcasts, international broadcasts, commercial contracts and radio contracts. Further, rules D.25-D.26 of the Rules set out the oft-quoted “parachute payments” for clubs relegated from the Premier League to The Football League.

Section W of the Rules

Section W: Disciplinary of the Rules sets out FAPL’s powers and procedures for dealing with breaches of the Rules. The FAPL Board has the power to inquire into any suspected or alleged breach of the Rules, requiring any manager, match official, official or player to appear before it and answer questions and produce documents (see rule W.1 of the Rules).

The FAPL Board’s disciplinary powers for dealing with any suspected or alleged breach of the Rules (see rule W.3 of the Rules) include:

Imposing a fixed penalty where provided for under the Rules (see rules W.4-W.6 of the Rules);
Exercising its summary jurisdiction (see rules W.7-W.11 of the Rules);
Referring the matter to a Commission (see below) (see rules W.16-W.55 of the Rules);
Referring the matter to The FA for determination under the Rules of The FA; or
Reaching a sanction agreement (see rules W.12-W.14 of the Rules).

When the summary or agreed procedures provided for in rule W.3 of the Rules are unavailable or unworkable, the matter is likely to be referred to a Commission to deal with the suspected or alleged breach by way disciplinary proceedings. The composition of the FAPL Judicial Panel and the procedures of Commissions and Appeal Boards are, in summary, as follows:

The chair of the FAPL Judicial Panel is appointed by a resolution of the members at a general meeting, and is someone who, amongst other things, is a barrister or solicitor with at least fifteen years’ post-qualification experience, who is experienced in sports disciplinary matters, who has extensive knowledge of ancillary legal subjects such as competition law, commercial law and arbitration, and who has a working knowledge and awareness of the Rules (see rule W.17 of the Rules and paragraphs B2-B3 of the Terms of Reference for the Judicial Panel (“the Judicial Panel Terms”) found at Appendix 13 of the Rules). The chair of the Judicial Panel is responsible for, amongst other things, (i) appointing individuals to the two panels that comprise the FAPL Judicial Panel: the Disciplinary Panel and the Appeals Panel; and (ii) appointing members of the Judicial Panel to sit on Commissions and Appeal Boards (see paragraph B4 of the Judicial Panel Terms). The current chair of the FAPL Judicial Panel is Murray Rosen QC.
- The individuals that the chair of the FAPL Judicial Panel can appoint to the Disciplinary Panel are (i) authorised insolvency practitioners; (ii) legally qualified persons with more than ten years’ post-qualification experience; (iii) persons who hold nationally recognised qualifications such as accountants or auditors; and (iv) individuals with extensive and demonstrable experience in football administration and/or youth development (see rule W.18 of the Rules and paragraphs C7-C8 of the Judicial Panel Terms).
- The individuals that the chair of the FAPL Judicial Panel can appoint to the Appeals Panel are (i) barristers or solicitors of no fewer than fifteen years’ post-qualification experience and/or (ii) individuals who hold or have held judicial office (see rule W.18 of the Rules and paragraphs C9-C10 of the Judicial Panel Terms).
Generally, a Commission will consist of three members of the Disciplinary Panel and one of those members shall be legally qualified and shall sit as chairperson of the Commission (see rule W.19 of the Rules). However, there is scope for a Commission to include ad hoc appointments of individuals with expert knowledge (see rule W.84 of the Rules and paragraph E20 of the Judicial Panel Terms), and for the Commission to be made up of a single member only (see rule W.21 of the Rules).
The rules governing the procedures of disciplinary proceedings before a Commission are found in rules W.22-W.49 of the Rules, which provide, amongst other things, that:
- The parties to disciplinary proceedings will be the FAPL Board and the club, manager, match official, official or player allegedly in breach of the Rules (the latter being known as the Respondent) (see rule W.22);
- The FAPL Board has the burden of proving the alleged breach and that the standard of proof is on the balance of probabilities (see rule W.45); and
- Proceedings before a Commission can be dealt with by written representations or a hearing (see rules W.29-W.30).
Upon a complaint being found proven, the Commission has the power to impose sanctions on the Respondent, including an unlimited fine, a suspension, or payment of compensation (see rule W.51). Conversely, should the FAPL Board fail to prove the complaint a Commission may order FAPL to pay the Respondent such sum by way of costs as it shall think fit (rule W.54 of the Rules).
Pursuant to rules W.62 and W.66-W.67 of the Rules, appeals can be made against a decision of a Commission, and these are made by an appellant (i.e., the Respondent or the FAPL Board) completing and sending the appropriate form and a deposit of £1,000 to the chair of the Judicial Panel (see Form 25 found in the Premier League Handbook). Once that step has been completed, the chair of the Judicial Panel appoints an Appeal Board to hear the appeal, which will generally consist of three members of the Appeals Panel and be chaired by a member of the Appeals Panel who holds or has held a judicial office (see rules W.63 and W.68 of the Rules). The rules governing the procedures of an appeal before an Appeal Board are found in rules W.70-W.77 of the Rules, and an Appeal Board’s powers when deciding the outcome of an appeal (see rule W.78 of the Rules) include:
- Allowing or dismissing the appeal;
- Varying a penalty or an order for compensation ordered by the Commission; or
- Remitting the matter back to the Commission.
Subject to the limited exceptions found in Section X: Arbitration, rule X.4 of the Rules, a decision of an Appeal Board is final and cannot be challenged or appealed (see rule W.79 of the Rules).
The parties to proceedings before the Commission or an Appeal Board are entitled to be represented by a barrister or solicitor, provided that they have given to the other party and the chairman of the Commission or the Appeal Board sufficient notice of such representation (rule W.81 of the Rules).
Hearings before Commissions and Appeal Boards are confidential and heard in private, save that the FAPL Board will publicly confirm when a matter is referred to a Commission and final awards of a Commission or Appeal Board shall be confirmed publicly and published (see rule W.82 of the Rules). (No decisions are presently available on the FAPL’s website.)

It should be noted that FAPL’s powers and procedures for dealing with breaches of the Rules are not to be confused with The FA’s disciplinary powers and procedures for dealing with misconduct as defined in rule E1 of the Rules of The FA. They are separate, as is identifiable by the two following points. Firstly, breaches of the Laws of the Game are dealt with by The FA (see rule E1.1 and G1 of the Rules of The FA). Secondly, while other types of misconduct as defined in rule E1.2-E1.6 of the Rules of The FA may also amount to a breach of the Rules, rule G3 of the Rules of The FA explains that such misconduct is ordinarily dealt with by The FA unless otherwise agreed:

‘Facts or matters giving rise to alleged Misconduct under Rule E1.2 to E1.6 inclusive, which also give rise to an alleged breach of the rules and/or regulations of… the Premier League… may be dealt with by [The FA] under the Rules and regulations of [The FA], unless [The FA] and… the Premier League… agree that [the Premier League] shall act’.

Section X of the Rules

As has similarly been seen in the overviews of FIFA, UEFA and The FA, Section X: Arbitration of the Rules states that membership of the FAPL constitutes an agreement between the FAPL and each member, between the FAPL and each director of each member, and between each member to submit to arbitration all disputes between them (see rule X.2 of the Rules). Such disputes will fall into one of three categories:

In limited circumstances, disputes arising from decisions of the Commission or the Appeal Board (see rules X.3.1 and X.4 of the Rules);
Again in limited circumstances, disputes arising from the exercise of the FAPL’s Board’s discretion (see rules X.3.2 and X.5 of the Rules); or
All other disputes arising from the Rules or otherwise (see rule X.3.3 of the Rules). Moulder J’s decision in Manchester City Football Club Ltd v The Football Association Premier League Ltd [2021] EWHC 628 (Comm) identified that this category of dispute permits the FAPL to commence an arbitration against a Club instead of or alongside what would ordinarily be classed as “disciplinary proceedings” under Section W of the Rules.

The rules governing the commencement, procedures and the tribunal’s powers in dealing with any such arbitration are found in in rules X6-40 of the Rules. Notably, and one of the factors given weight by Moulder J in her judgment in the above-stated case, the tribunal’s powers or remedies differ to that available to a Commission and Appeal Board (see rules X.26 of the Rules; see also [2021] EWHC 628 (Comm), (Moulder J) at [58]-[62]). Subject to the limited exceptions referred to in rule X.37 of the Rules, the tribunal’s decision is final and cannot be challenged or appealed.

28 July 2022

Thomas Horton