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Friday, December 11, 2009

The Single Entity 30_or_32-Franchise Business

By Tangotiger, 10:24 AM

Really?

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?”

***

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.


#1          (see all posts) 2009/12/12 (Sat) @ 02:02

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?


#2    Brian Cartwright      (see all posts) 2009/12/12 (Sat) @ 08:54

Reading through the attached article, MLB is more afraid that the NFL will win it’s case.

The speaker’s reasoning is that if the NFL prevails, that will embolden lobbyists and/or an anti-corporate Obama Justice Dpt to seek legislative remedies against the perceived wrongs of the NFL and others doing similar anti-competitive practices.

They were concerned that if all the minor leagues were forced to be run independently and have to play their own player’s salaries that it would create instability in their operation.

(This is all from my interpretation of the quoted speech, I attempted to not have any personal opinion in reporting it)


#3    anon      (see all posts) 2009/12/13 (Sun) @ 10:07

#2: “an anti-corporate Obama Justice Dpt”

I’m not trying to argue either way—but just wanted to ask—have there been any cases brought by Eric Holder (or whatever his name is) that shows signs that the Justice Department since Obama’s inauguration is anti-corporate as compared to Bush’s 8 years?  Again, I’m not trying to argue for or against, just want to see what cases have been filed that makes some people label Obama as anti-corporate.


#4    Tangotiger      (see all posts) 2009/12/13 (Sun) @ 10:36

It’s just easier to paint someone as two-dimensional by calling someone anti-corporate.

For example, I am pro-MLB union.  That’s my 2-D persona.  But, I find laughable the notion of collusion based on the evidence being presented by the agents.  If you give my stance more depth, if you make me 3-D, then you may say I have a pro-union leaning or bias, but I am not going to follow the union script.

So, calling Holder’s department anti-corporate is making an unimaginative 2-D statement.  It simply does not allow room for doubt or debate.

Had Brian said that the Justice Department is biased against corporation, that’d be better.  Then the question is the level of bias, be it a tiny smidge or full scale anti-corp or something in between.

Rhetoric should be limited to Gasbags, because those guys, who may be 3-D in real-life, project nothing less than a 2-D persona.


#5    Brian Cartwright      (see all posts) 2009/12/13 (Sun) @ 11:01

OK, maybe I could have chosen better words. Here’s the quote

“The third reason for concern is the changed regulatory attitudes that have occurred since the new Administration has taken office. For the previous eight years, under the Bush administration, there were virtually no government cases brought to enforce existing antitrust laws against industry. That has changed since January 2009 and the antitrust division under the Obama administration has launched several investigations into anticompetitive practices in the technology sector and the agricultural seed industry”

The speaker definitely seems to fear action by the Obama edministration more than he did by Bush, whatever our opinions for better or worse.


#6    Tangotiger      (see all posts) 2009/12/13 (Sun) @ 11:10

I saw that exact same quote.  My perspective?  When you go from zero to something more than zero, chances are it’s not that the Obama team is biased against the corporation, but that the Bush team was biased for them.

Indeed, based on that quote, you cannot even tell if the Obama tell us also biased for the corporation.  Imagine a scale from 0 to 100, where 50 is neutral.  The Bush team must be pretty close to zero.  Obama?  You can’t tell by that quote.  It could be a 20 or 40 or 80.

Brian’s point-of-view started with the fact that Bush’s team was the “standard”, as if virtually no anti-trust cases should be the norm.


#7          (see all posts) 2009/12/13 (Sun) @ 23:08

i think the key here is its not an either/or question, as in either singe entity or not, its clearly both, as are many other businesses, restaurant franchises being a good analog, and so would coke and pepsi and their respective bottling companies.  to what degree they are “one-entity” or many depends on what aspect of the business your considering and exogenous factors, such as accounting norms, legal precedent, the prevailing attitudes of the current administration, etc.  when deciding if you need anti-trust exemption again depends on what your considering.  i think espn’s munson and neyer are overselling the game changing nature of this ruling.  as a product, the NFL and the MLB are to me, single entities competing against each other rather than other rival leagues within their respective sports.  similarly, xm and sirius were competing against terrestrial radio, ipods etc, and not each other, and no restrictions by the DOJ were necessary to protect consumers after their merger.  but this is just my opinion and i am not a legal scholar nor am i without prejudices on the subject.

so if youre going to let leagues exclude teams rather than using a promotion/relegation euro soccer style, then in many ways you have a de facto single entity.  no matter how SCOTUS rules, especially considering the narrow scope of the case as you point out, i cant see much changing materially.

and as for the obama administration’s feelings on corporation, wasnt being tougher on mergers and corps. in general part of his platform?  i didnt think there was much of a debate over it.  there hasnt been a lot of actually policies and judgments to compare agasint other administrations but from everything ive heard its a different environment and business are adjusting accordingly.  and i dont think thats a big deal either way, whether theyre being tougher than bush or tougher vs the average admin or whatever.  M&A activity has actually gone up in the past year (though thats due to macro events, not obama).  but its all just fine tuning a system thats firmly in middle.  theres already heaps of regulation but its also no where close to a socialized economy.  so people can make a big deal out of it but its not worth losing much sleep until you get to one extreme or another.  just my opinion again though.


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