Caught in the Regulatory Offside Trap: Multi-Club Ownership for Portfolio Managers and Navigating the 1 March Deadline

Samuel Cuthbert (4 New Square Chambers) also co-authored this article.

On the pitch, timing is everything – but for the modern football club owner, the most decisive whistle could be the one blown on the 1 March. 

This article explores the growing tension between global investment strategies and sporting integrity in the era of Multi-Club Ownership (MCO). As football clubs transition into sophisticated institutional assets, the synergies prized by private equity and other alternative investment funds are increasingly colliding with UEFA’s “Decisive Influence” test. 

By analysing the key 2025 CAS cases, this piece examines the “strict liability” of the 1 March regulatory snapshot and the declining utility of blind trusts. Finally it assesses the emerging “dual-frontier” for MCO and English clubs as the Independent Football Regulator (IFR) introduces a new layer of statutory oversight into the modern game. 

Background

Football clubs have evolved into global investment assets – attracting billions in investment from institutional alternative investment funds, most notably private equity, and wealthy individuals worldwide. The influx of sophisticated capital has brought closer attention to the ownership structures, and reinforced the need for proper due diligence and accountability as to the provenance of that capital and the manner in which it is used.

MCO has developed from a secondary investment strategy to a phenomenon that threatens to change the architecture of the modern game. There are approximately 380 clubs worldwide considered to be under MCO and nearly 42% of clubs in Europe’s 'big five' leagues (Premier League, La Liga, Serie A, Bundesliga, Ligue 1) were under multi-club ownership or had significant cross-investment*.

This trend is no longer confined to the men’s game. There has been a significant surge in MCO groups targeting women’s football as a primary growth asset. Michele Kang’s Kynisca Sports International, which includes Olympique Lyonnais Féminin, Washington Spirit and London City Lionnesses, are “building the world’s pre-eminent women’s sports organisation”. Similarly, Mercury 13, owners of FC Como Women (Italy) and Bristol City Women (England) have promised to invest $100 million in acquiring undervalued women’s football clubs. 

MCO 

UEFA Rules

Unlike the traditional company law perspective, the UEFA test for “Decisive Influence” adopts a “substance over form” methodology. The Club Financial Control Body (CFCB) is now looking at “horizontal synergies” as red flags for non-compliance. Following the CFCB Circular dated 14 May 2024, the criteria has been expanded to cover the following:

• Operational overlap (including shared technical staff, scouting databases and common back office hubs (HR, Legal, Finance). These are the synergies that drive investment value and make MCO attractive for investors – yet they can be the primary evidence of non-compliance.
• Commercial Nexus: Joint sponsorship packages (where the ‘controlling entity’ negotiates for the group rather than the individual club).
• Player transfers: The May 2024 Circular identifies repeated or systemic player movements (permanent or loan) between clubs in a network as a key indicator of influence.
• Financial interdependence: GP-level credit facilities providing liquidity to multiple clubs in a portfolio. Decisive influence can also be triggered by investment in infrastructure – for example, if a fund provides the financing for a stadium or training facility at one club while holding a stake in another. This economic dependency can be viewed as a lever of control. 

Note that the possibility of decisive influence is enough to constitute a breach of UEFA MCO rules, actual proof of such control is not needed. 

The 1 March Deadline

Qualifying for European football is often a primary goal for larger European football clubs, but the same can pose significant difficulties for the owners of such clubs. 

The recent Court of Arbitration for Sport (CAS) award in Crystal Palace FC v UEFA (CAS 2025/A/11604) demonstrated the primacy of the 1 March deadline. Following their historic FA cup victory, Crystal Palace qualified for the 2025/26 Europa League. However, a conflict arose as John Textor, the majority owner and chairman of Eagle Football Holdings, held a significant stake in both Crystal Palace (43.9%) and Olympique Lyonnais (77%), who had qualified for the same competition via Ligue 1. 

Under UEFA rules, league position takes precedence over a domestic trophy win, demoting Palace to the Conference League. Crucially, the CAS held that Crystal Palace’s mid-summer sale of the stake was ‘too little, too late’ – because the conflict existed on the 1 March assessment date, the breach was absolute. From a business perspective, the loss of Europa League participation represented a £20 million+ revenue shortfall.

The Crystal Palace decision is not an isolated one. Earlier in 2025, the CAS dismissed similar appeals from Drogheda United and FC DAC 1904 Dunajská Streda**. These clubs argued that the 1 March deadline was a product of “excessive formalism” and violated their “legitimate expectations” for a late-season remedy window.  The CAS disagreed, ruling that the 1 March snapshot is a valid eligibility requirement. This effectively ended the opportunity for reactive, last minute corporate restructuring. 

For the modern MCO investor, the message is clear: if the structure is not compliant in the spring, success in the summer on the pitch is irrelevant. Towards the end of 2025, a wave of speculation suggested that UEFA might still relax these rules and there would be a “grace period” until early June to resolve conflicts.  However, in December 2025, UEFA issued a definitive Circular confirming that “no substantial changes to Article 5” would be made and the 1 March deadline remains strict and absolute***.

Practical Implications

It is suggested that the practical implications of this are threefold:

1. Q1 Regulatory Stress-Testing: Clubs must simulate a CFCB audit before the 1 March deadline, documenting for instance the “siloing” of technical and financial data.
2. Structural “Clean Breaks”: Late-season share sales are no longer a viable remedy. Divestment/restructuring must be completed in the winter to survive the March snapshot.
3. Fiduciary Conflict Management: Investment managers must balance the duty to maximise asset value with the regulatory necessity of restricting a club’s involvement in a broader, integrated group strategy. 

The Blind Trust

Simply put, a blind trust arises where an investor transfers their ownership rights and decision-making power to independent trustees, and the assets are unknown to its beneficiaries. While many groups, including INEOS (Manchester United/Nice) and City Football Group (Man City/Girona), have previously utilised blind trusts to achieve compliance, the UEFA Circular of December 2025 clarified that the “exceptional” use of blind trusts permitted in previous seasons is not a permanent safe harbour.

It is also critical to note that this authorisation was strictly conditional. Beyond the divestment of shares, the clubs were forced to enter “no-transfer” pacts, committing to an absolute prohibition on player movements (permanent or loan, direct or indirect) between the related entities until September 2025. Furthermore, UEFA mandated the total absence of technical or commercial agreements, along with forbidding the use of joint scouting or player databases. 

The CFCB is increasingly sceptical of trusts where the beneficial owner retains significant economic interest. This suggests that divestment or permanent structural separation may be the only option. At the very least, “governance siloing” – the creation of strict, legally-enforced firewalls must be implemented well ahead of the Q1 deadline to withstand UEFA’s “substance over form” regulatory scrutiny. 

Added Complexity

The regulatory landscape of English clubs has become significantly more complex with the full operational launch of the Independent Football Regulator (IFR), pursuant to the Football Governance Act 2025. 

For MCO investors, the IFR introduces a second layer of “Decisive Influence” scrutiny and potential non-compliance. For instance, every club in the top five tiers now requires an IFR license – a primary condition of this license is a robust corporate governance structure that protects the club from systemic risk within a wider ownership group. The IFR’s new Owners, Directors and Senior Executives (ODSE) test is also more rigorous that previous versions.

It now looks to audit the source of wealth and the viability of the groups financial plan. Crucially, the IFR has just launched its public consultation on the “State of the Game” report. While the final report is not expected until later this year, the published Terms of Reference confirm that the regulator is prioritising an assessment of market structure and ownership models – a signal that  MCOs and the synergies discussed above are precisely what the regulator is placing under the microscope. Hence, further regulation may be on the horizon for MCO from an English game perspective. 

Conclusion 

Recent CAS jurisprudence has highlighted the pitfalls of MCO and demonstrated the significance of the overlaps between business strategy and sporting reality. Crystal Palace will not play in the Europa League this year, owing to the import of the 1 March regulatory deadline. 

With the maturation of MCO comes the potential for a fundamental shift: a club’s legal and financial architecture having equal importance as sporting results in marking a club’s success. How the IFR will impact the MCO phenomenon remains to be seen. However, if there reaches a point at which the synergies which attracted considerable private equity capital become legally impossible to execute, such impact may well be profound.

Appendix