The day Barça wanted to go public

During Josep Maria Bartomeu’s second term as president of Barça (2015-2020), the club commissioned a study on its transformation, “a possible corporate reform”, to group all its commercial activities into a public limited company that would include external shareholders. and could be listed on the stock market. One of the most controversial issues for Barça members.

The plan, dubbed the Cosmos project and which has been analyzed by The Vanguardsuggested the creation of a holding company that would integrate all the commercial and business lines of the entity, from sponsorships, merchandising or television rights and that would be majority owned by Barça, with a minimum package of 51%, although initially It was thought to be just over 60%, plus another 5% from the Foundation.

In this scheme, Barça would maintain its current character as a Catalan sports association in the hands of the members and its real estate assets would remain within it, the most notable, although not only, the Camp Nou, but also sporting activities, such as professional football. , the sections and the Masia.

The club would maintain its current character and would have 60% of the commercial company that went public.

The project, a detailed study carried out by a prestigious team of Barcelona jurists, was analyzed for two years, between 2016 and 2018, and finally the delegate commission of the board decided to postpone it until the next elections, so that it would be part of the proposal of the continuing candidacy and the partners could participate in the debate. The financier Carlos Tusquets, then president of the economic commission, also participated in those conversations. Finally, the pandemic, with the consequent economic crisis of the club and the motion of censure that led to Bartomeu’s resignation, definitively buried the idea and Tusquets assumed the presidency of the managing committee.

The current Barça board, chaired by Joan Laporta, claims to have ruled out any change to the current model. This is not the case when it comes to Real Madrid, whose president, Florentino Pérez, has recently announced a plan for the transformation of the club and about which he has not provided further details.

The information that has emerged indicates that it would have similarities but also quite a few differences with the one studied by Bartomeu. In both cases, the plan would rule out the transformation of the clubs into sports corporations, opting to maintain the character of member associations and regulated by the regulations of the communities where they have their registered office, Catalonia and Madrid.

In the economic sphere, the structure studied by Bartomeu would be very similar to that of La Caixa, which was converted from a savings entity to a banking foundation. The latter is the one that has majority control of Caixabank, the financial entity from which the banking business that La Caixa carried out before the change is now carried out. The Foundation owns 31% of Caixabank and not more than 50%, as in the proposal studied by Barça, because it is the limit imposed by the European Central Bank (ECB). In the case of the club, according to the proposal that Bartomeu studied at the time, this participation would never be less than 51%, to which another 5% could be added from its Foundation, focused on non-profit activities.

The project commissioned by Bartomeu had the objective of professionalizing management, subjecting the economic area to the controls and rigor imposed by commercial legislation and increasing its transparency.

In the current model, Barça’s economic activities are managed directly from the club through sole proprietorships (SLU) or in many cases without being linked to any particular company.

The differences between an SLU and a public limited company are relevant. While the first only admits one member, the club, in the second its number is unlimited. And this was one of the objectives of Bartomeu’s plan, to incorporate shareholders into the company that brought together Barça’s economic activities. Even put the shares on the stock market.

He proposed grouping all businesses into a holding company with investors and listing it on the stock exchange.

Public limited companies can establish a board of directors, with the presence of different partners, they are subject to more controls and legal requirements and it is the most appropriate corporate form to seek external financing, issue debt or list on the stock market.

In the first case, “everything stays at home and it’s an I-stew-it-I-eat-it thing,” as pointed out by financial sources familiar with the document commissioned by the Barcelona club. It is a model that allows personalistic or unscrupulous management practices, with hardly any explanations or publicity, neither to the partners nor to public opinion, nor to the authorities, beyond the audit reports. Practices of which the current Laporta administration has given plenty of examples.

The proposal studied by Bartomeu’s delegated commission was very similar to the regulations that the Bundesliga maintains in force for German clubs. The rule, known as the 50 +1, requires them to maintain the classic model, although it accepts the creation of commercial companies, holdings, on which businesses hang, but in which they must always hold the majority of the capital, that is , at least 50% plus one share, a sufficient percentage to impose its control without discussion.

The Foundation would assume another additional 5% of the corporation, which would centralize the club’s business

Although Bartomeu’s project did not see the light of day, sources involved have assured this newspaper that at the time some international investors showed interest in participating. And they even offered amounts well above the value estimated by the club itself, up to 800 million dollars for 10%. According to the same sources, the idea was also presented to the multinational sports equipment company Nike, which simply waited for more details.

The legal report studied by Barça’s delegated committee concluded that the proposed change was compatible with the club’s social statutes and that “there is no problem, from a legal point of view, for the club to participate as a majority in the capital of commercial companies that may be established for the purpose of transferring certain services that until now it has been providing or managing directly.”

What similarity does this proposal have with Laporta’s current policy of seeking partners in various activities such as television rights or the undefined digital business through Barça Studios, the so-called levers? According to the experts consulted, it is very different to centralize activities in a holding company with unified management and a strategy than to patch up budgetary emergencies without independent management, with specific operations and in any case without transparency or adequate and sufficient explanations to the partners.

Florentino Pérez’s proposal for Madrid

Florentino Pérez, the president of Real Madrid, recently announced that he has launched a plan to transform the current structure of the club. But he has barely given details. However, sources close to him have leaked some ideas, although far from suggesting a clear idea of ​​the project.
Apparently the conversion into a sports limited company is ruled out, although despite this the white president’s team is talking about converting the partners into shareholders. Both ideas are only compatible if, in addition to maintaining the current reality of the entity, a part of the shares of the new holding company that would group the club’s businesses were also sold to the current members. Shares of the club cannot be sold while maintaining its character as a sports association. The possibility of capitalizing on a possible ownership of the seat at the Santiago Bernabéu stadium is not an action, but rather a capital investment.
Most analysts believe that in the end Florentino Pérez will present a more or less baroque formula of the scheme that Bartomeu studied and that closely resembles the model created by the Bundesliga.