Chapter 24: Owners’ and Directors’ Test (3)

Accepting Amanda Staveley's unexpected help would undoubtedly sour relations with the Premier League office in the short term.

And in the mid-to-long term, that tension could persist.

But facing the Premier League office without any assistance left Helena and the Cartwright Fund with nothing prepared.

Even though dispatching a director to a newly acquired company with just 12 hours' notice was routine for the Cartwright Fund, rejecting current, tangible help over uncertain future risks didn't add up.

Above all, she couldn't overlook the bureaucratic tendency to sacrifice an innocent third party for their own convenience.

At 23, Helena Cartwright had been pummeled in Brasília without a chance to fight back, bewildered and outmatched. But at 32, she had both the will and the means to teach a lesson to bureaucrats attempting the same nonsense from across the Atlantic.

"Alright. If this can benefit us both, we'll cooperate fully. What kind of help can you offer?"

At Helena's words, Amanda Staveley visibly relaxed, though only slightly.

"First, we'll provide our legal team and attorneys. Naturally, we'll cover the costs. I'm sure the Cartwright Fund could hire excellent lawyers on its own, but what matters more is that our team has spent the last two years dissecting the Premier League office and its regulations inside out. This isn't about money—it's about expertise."

"Fine. I won't turn it down," Helena replied briskly.

Amanda grinned, clearly pleased with her decisiveness. "If this goes well, I hope we can become friends."

---

The Premier League office is located right next to Paddington Station in central London.

Helena had vaguely imagined that an organization boasting over a century of history and tradition in the birthplace of football would be housed in a grand, historic building like nearby Buckingham Palace or Kensington Palace.

But upon arrival, she found the Premier League office in a garish, modern structure—a chaotic blend of glass and steel that British architects seemed inexplicably fond of.

Having spent the past three days pulling all-nighters to prepare documents and strategies, Helena strode confidently across the lobby to the reception desk, betraying no hint of exhaustion.

The receptionist stared in bewilderment at Helena and the entourage of suited individuals armed with briefcases trailing behind her.

"What brings you here today?"

"I'm Helena Cartwright, president of Burnley Football Club. I'm here for the Owners' and Directors' Test."

When Helena arrived with over ten members of the PIF consortium's legal team and attorneys in tow, the Premier League office's review panel was thrown into disarray.

They'd packed the room with staff to intimidate the subject, expecting Helena to show up alone or with a single lawyer at most. Her arrival with a full support squad left them scrambling—there weren't even enough chairs in the meeting room.

As junior staff hurriedly fetched chairs from an adjacent room, Helena swallowed a smirk.

To Helena—who, fresh out of college, had metaphorically brawled with Brazilian government officials in her first corporate turnaround—she could see right through the Premier League office's assumption that they could easily crush an unprepared American investor they'd summoned.

"Uh… who are these people?" a mid-level bureaucrat from the review panel asked, pointing at the legal team and attorneys before Helena and her group had even settled into the newly brought chairs.

"They're here to support Burnley Football Club for this Owners' and Directors' Test," Helena replied.

"Hmm… aren't they with the PIF consortium?" the bureaucrat pressed.

"Is that a problem?" Helena shot back.

The bureaucrat puffed out his chest. "There's never been a case where individuals handling one owner's review also handle another's."

"Show me the regulation."

"…Pardon?"

The bureaucrat faltered at Helena's bold retort.

"I'm asking you to show me the Premier League office regulation stating that personnel representing or handling one owner cannot represent or handle another."

"Uh, there's no such regulation… I mean, there's never been a case like this…"

"If there's no precedent, we'll set one today. If you have an issue, please send an official letter to Burnley Football Club—complete with the exact regulation, of course. Surely the esteemed Premier League office, with its proud history and tradition, wouldn't impose arbitrary sanctions without a basis in the rules?"

Helena's sarcasm hung in the air.

With no response forthcoming, she dismantled the overconfident mid-level bureaucrat in an instant. Taking her seat, she crossed her legs, folded her arms, and tilted her chin up defiantly.

Was this how Burnley's players—still unbeaten this season—felt when they faced a nervous opposing team before kickoff?

Smiling faintly down at the increasingly uneasy review panel across the table, Helena, as the away team, signaled the start of the match.

"Well, let's get started. I'm busy, you know."

"Please introduce yourself," a panelist requested.

"I'm Helena Cartwright, a director at Cartwright Fund LP, based in New York, USA. I also serve as a director, chair of the board, president, and chief financial officer of Burnley Football Club, based in Lancashire, England."

As a junior staffer struggled to record her lengthy introduction, another panelist pressed on.

"Uh… Miss Cartwright, let's establish the facts first. Regarding Burnley Football Club's ownership: is the Cartwright Fund the owner?"

"No," Helena replied nonchalantly.

The panelist blinked, caught off guard.

Another panelist beside him snapped sharply, "Miss Cartwright, everything said here is recorded, and false statements will be considered perjury."

"It's not perjury—I'm stating the truth. The Cartwright Fund isn't the owner of Burnley Football Club."

"Then who the hell owns Burnley Football Club?!" the first panelist demanded, seizing the chance to pounce.

"Burnley Football Holdings Limited, based in London, obviously," Helena answered matter-of-factly.

"Didn't you notify the Premier League office of the acquisition in December 2020 and get approval through the Owners' and Directors' Test? That was nine months ago—surely some of you here approved it?"

The review panel fell momentarily silent.

These guys are way less sharp than the Brazilian environmental officials. Or maybe I'm just more relaxed now?

Recalling how Brazilian bureaucrats had grilled a trembling young American woman—her blouse soaked with cold sweat—in a poorly air-conditioned room for hours, Helena gazed at the panel with mild disinterest.

"S-so, then, isn't the Cartwright Fund the owner of Burnley Football Holdings Limited?" one panelist asked, his mind finally catching up.

"Nope," Helena replied with a grin.

"The owner of Burnley Football Holdings Limited is Cartwright-Burnley Special Purpose Limited, based in the Cayman Islands."

"Th-then… this Cartwright-Burnley company…" the panelist stammered over the convoluted name.

"Cartwright-Burnley Special Purpose Limited," Helena corrected helpfully.

"Whatever! Who owns that special company?!"

"The owner of Cartwright-Burnley Special Purpose Limited, based in the Cayman Islands, is Cartwright Special Purpose Fund No. 19, based in Bermuda."

"And the owner of that fund is…?"

"Oh, naturally, the owners of the fund are the limited partners who invested in it. Should I read you the list?"

Burnley Football Club's owner is a mid-tier holding company established in London.

Up to this point, it's a fairly standard structure for owning and operating sports clubs, driven by legal, administrative, and tax considerations.

But beyond that, the ownership took on the complex structure typical of private equity firms, leaving the Premier League review panel—who'd assumed they could simply steamroll Helena without preparation—floundering.

Most private equity firms establish intermediate holding companies in tax havens worldwide to minimize tax liabilities.

It's a common tactic—layering one or two holding companies to distance the actual owner from the asset, dodging unnecessary legal liabilities or lawsuits.

True to its status as a Wall Street institution with a storied legacy, the Cartwright Fund had constructed an intricate web of governance, hopping through holding companies in various tax havens.

And if the list of investors in a fund run by a Wall Street dynasty came up, it would include dozens of financial firms, investment companies, national pension and sovereign wealth funds, and a roster of ultra-wealthy individuals.

As the panelists hesitated, wary of what her next answer might unleash, Helena watched them with amusement. Finally, the panel chair, seated at the center and silent until now, spoke up.

"Miss Cartwright."

Casting a disapproving glance at the panelists who'd been toyed with, the chair redirected the discussion.

"You're a smart woman, so I assume you know what we're really trying to ask here. Who holds actual control over Burnley Football Club?"

Ugh, it was getting fun… but if you ask so directly, I've got no choice but to answer.

Straightening her posture, Helena met the chair's gaze. "Of course, the entity with actual control over Burnley Football Club is Cartwright Fund LP and its managing partner, Ian Cartwright II."

Satisfied with the answer he'd sought, the chair gave a pitying look to the other panelists.

Guided by their superior, the panelists resumed their prepared questions.

"Then we'll proceed with the Owners' and Directors' Test for Cartwright Fund—er, Cartwright Fund LP, which holds actual control over Burnley Football Club."

Unfortunately for them, Helena had no intention of stepping onto the stage they'd so carefully set and dancing to their tune.