Friday, December 11, 2009
The Single Entity 30_or_32-Franchise Business
In a single sentence on Page 14 of their argument in the brief, the owners describe their idea of their league and its role in the economy: “A sports league produces a single entertainment product, a structured series of athletic competitions leading to a championship, that no member club could produce on its own and it competes as a unit against other entertainment producers.”
Instead of 32 teams competing for coaches, players, sponsors and fans, the NFL is, in the owners’ dream world, a single producer of a “product” that competes with television, movies and concerts.
There is precedent for the single-entity ownership: MLS (Major League Soccer). This is how it works:
Major League Soccer is structured as a single, limited liability company (single-entity). In the single-entity business structure, club operators own a financial stake in the League, not just their individual team. The MLS investors are:
And then it goes on to list the investors, but what we would normally think of as owners of the team. For example:
Maple Leaf Sports & Entertainment: Investor-operator of Toronto FC (other sports business ventures include the NHL’s Toronto Maple Leafs and the NBA’s Toronto Raptors).
I don’t know how each of these investors earn their profits, whether they have an equal stake, or more of a stake to their “designated” team. I assume that MLSE, as operator of the Toronto team, might earn extra money on that basis. But, all this works, presumably because the company, Major League Soccer L.L.C. was formed in that manner. Imagine, then, what happens to Steinbrenner and the Yankees. He no longer would be “owner” of the Yankees. He would be an investor in MLB LLC and presumably he’d own more than 1/30th of the shares in that company. His YES conglomerate would have to sell off the Yankees to MLB LLC, in exchange for say 5% of MLB LLC stock. And, do we think that all 30 owners would agree to this?
Perhaps the NFL is different, because of the way their revenue sharing is structured. And so, the owners may find it an easy call to sell their teams to NFL LLC in exchange for 1/32nd of all shares. But, are the Dallas Cowboys, who recently paid for a stadium, really going to do that?
Unless this happens, then there is no way that the IRS will consider the NFL, as currently structured, to be a single-entity business. They will collect taxes from 33 companies (the 32 teams and the league). The Supreme Court, if they choose to side with the NFL lawyers on this, are going to have to explain why the IRS will continue to collect taxes from 33 separate companies, they will have to explain how the Phoenix Coyotes can file for bankruptcy as a company, and yet treat each league as a single-entity.
I presume the Supreme Court is hearing this case if only to settle the matter with a 8-0 vote and because this involves sports. Ruth Bader Ginsburg is going to say “Why the f-ck do we have to listen to this ridiculous case? Can’t you men grow up, and stop hearing cases about sports?”
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UPDATE: it seems that the case is very narrow:
The Court’s ruling is limited to a conclusion that the NFL is entitled to rely on the single entity defense only for licensing its intellectual property and that is the specific question to be considered by the Supreme Court.
Glove-slap: Neyer.
It seems to me that sports leagues are kind of half of each: they’re half one business, and half 32 businesses.
It’s true that no team could survive without the other 31. But it’s also true that each team has its own owner and profit-and-loss.
Maybe sports franchises are kind of like McDonald’s franchises ... the owner of each franchise has to co-operate, do what head office tells it, and is limited in terms of how much leeway it has to run its business. But it still gets to keep its own profits.
Imagine that each McDonald’s franchise owner *also* owns a percentage of McDonald’s stock; and that *only* franchise owners own McDonald’s stock; and that McDonald’s head office distributes its profits to its franchisees every year. That’s pretty close to a sports league, isn’t it?