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Hey folks,

I have been thinking about this for a little while now, and a friend approached me with a similar idea. That is to gain a seat on the board of directors at Games Workshop or at the very least, to engage is a proxy fight with the current board.

The goals of our holding company would be multifaceted:
1.) Unlock further growth and profit potential from licensing IP of the company.
2.) Steer a portion of the company to become more focused on quality rulesets, rather than solely "a miniatures and collectable company."
3.) Invest in community building by increasing openess online and with social media. That is, consumer responsiveness and passive market research.
4.) Trim potential wasteful spending of ineffective advertising and focus capital through more appropriate, cheaper and modern means.

With about 32,000,000 shares outstanding, this will take an obscene amount of money to move the needle by brute force. I think we would need a minimum 5% stake to wage an effective proxy fight within the company. We would be the largest shareholder, by a 3% margin, with a 15% stake. This would take between $15M - $50M at current market price.

I would love for players voice to have a board seat.
But I would not trust Kickstarter with it. The whole no money back if the plan fails part and no actual say in the product is bad.

Good luck. I'm a super honest guy, but if someone gave me 15MM to buy GW stock, I'd simply buy it, make a lip service effort to affect policy change and then sell the stock... pocketing literally millions of after tax dollars.

Oldzoggy,
Yes that is a problem. In reality, I am considering starting a holding company to do this. However, my knowledge of how to do this is in its infancy. My goal would be to return dividends to "investors," less the costs. My friend said we should promise pictures of people cleaning out their offices... he was joking of course.


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Kris,
This would be addresed. I have better things to do than legal theft.

To become majority shareholder, youd need to convince 5 million people to give you $10. Even if you did get on the board of directors, youd still have to deal with the fact that the other 85% of the shareholders reflected by the remaining board would essentially be against everything you have to say.

Chaos, I doubt that I would want to be on the board. The board is small. Not all majority shareholders are represented.


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And yes. Doing it bit by bit is unlikely. But waging a proxy war can be accomplished less expensively, especially with a set of goals (put to a vote) that can increase profits.


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Oh and thank you all for your honesty.


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Why is this in YMDC? Ooops. Sorry mods can you move this to general discussion?

So for the people that said no, I'm curious, are you saying no to a huge investment, or are you actually saying, "it's not even worth $10 to me to try to prevent my tabletop game from getting AOS'd"?

I'd drop at least $10 for the possibility that someone might be able to change the prevailing attitude at GW that "gamers are the least important part of our business and only model collectors matter."

If 5 million people feel the same way, we might be able to change things.

Again, I dont think 5 million PEOPLE are the targets and is not feasable. VOTES are what we need. A better business plan is will get those votes.

 NightHowler wrote:
So for the people that said no, I'm curious, are you saying no to a huge investment, or are you actually saying, "it's not even worth $10 to me to try to prevent my tabletop game from getting AOS'd"?

I'd drop at least $10 for the possibility that someone might be able to change the prevailing attitude at GW that "gamers are the least important part of our business and only model collectors matter."

If 5 million people feel the same way, we might be able to change things.

I said no because no, I don't feel that putting even $10 into trying to turn GW around would be worth it to me. After years and years of the company going from "great" to "eh" to "actively hostile," I honestly don't have enough goodwill left to throw good money after bad on a chance of change. There are plenty of other companies out there who've put in the effort to cultivate their communities that deserve that money more. You can raise $1,000,000 or $5,000,000 or $50,000,000 to buy up stock. I'll be over here, patronizing companies and playing games that I actually enjoy.

 Kriswall wrote:
Good luck. I'm a super honest guy, but if someone gave me 15MM to buy GW stock, I'd simply buy it, make a lip service effort to affect policy change and then sell the stock... pocketing literally millions of after tax dollars.

A cookie for anyone who can tell the class where the inherent contradiction lies in this statement.

As for OP, surely the answer is to run a Kickstarter? Whether there is a sufficient number of people willing to pay enough cash to make something happen is the point of the whole thing, surely?

Thanks for your honesty, Guildsman.


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Azrael, yes. The point is activist investing. A proxy fight. We dont need to own 50% of the company. Maybe not even 5%. Carl Icahn doesnt always take that big of a stake.

What you're proposing is creating an investment fund. In the United States (where I have experience with this), that comes with massive regulatory overhead, and I'm guessing it's similar for shares in the U.K.

Your fundamental legal problem is that if you raise money to purchase shares, somebody winds up owning those shares, and owning shares beneficially for others is highly regulated in modern markets. Securities laws make it so that kickstarter and its ilk don't work at all for investments that promise a potential return.

Making a holding company and trying to separate the potential for return you'll hit similar issues - after a certain number of shareholders in the U.S. at least, you become subject to expensive and onerous reporting requirements. So even if you're trying to sell shares in a company without promising shareholders pass through ownership of the GW stock, you'd basically wind up trying to run an IPO - no small task.

All of this is to say nothing of the expensive and onerous requirements that come just from buying up that much stock - it generally requires its own set of disclosures if one entity accumulates a position of the size to influence the board.

To be an activist investor, you really need to already have the money, or to be willing to spend a lot of time and money on compliance with securities law.

 coelomate wrote:
What you're proposing is creating an investment fund. In the United States (where I have experience with this), that comes with massive regulatory overhead, and I'm guessing it's similar for shares in the U.K.

Your fundamental legal problem is that if you raise money to purchase shares, somebody winds up owning those shares, and owning shares beneficially for others is highly regulated in modern markets. Securities laws make it so that kickstarter and its ilk don't work at all for investments that promise a potential return.

Making a holding company and trying to separate the potential for return you'll hit similar issues - after a certain number of shareholders in the U.S. at least, you become subject to expensive and onerous reporting requirements. So even if you're trying to sell shares in a company without promising shareholders pass through ownership of the GW stock, you'd basically wind up trying to run an IPO - no small task.

All of this is to say nothing of the expensive and onerous requirements that come just from buying up that much stock - it generally requires its own set of disclosures if one entity accumulates a position of the size to influence the board.

To be an activist investor, you really need to already have the money, or to be willing to spend a lot of time and money on compliance with securities law.

So if I understand correctly, only rich people are allowed to have financial power, and small groups that try to work together to effect change through financial means are prevented from doing so through oppressively onerous regulatory practices that wealthy individuals are not subject to? What prevents a holding company from setting aside part of its funds for hiring people to deal with all the orneriness?

5 million????

Are there that many patrons of GW? let alone those who want change?

 Azreal13 wrote:

 Kriswall wrote:
Good luck. I'm a super honest guy, but if someone gave me 15MM to buy GW stock, I'd simply buy it, make a lip service effort to affect policy change and then sell the stock... pocketing literally millions of after tax dollars.

A cookie for anyone who can tell the class where the inherent contradiction lies in this statement.

As for OP, surely the answer is to run a Kickstarter? Whether there is a sufficient number of people willing to pay enough cash to make something happen is the point of the whole thing, surely?

I'm curious as to what you think the inherent contradiction is. My intended theme was along the lines of 'some things can turn honest people dishonest'.

From a practical standpoint, I just think this would be a massive uphill battle. Ignoring the unlikelihood of actually crowd sourcing millions of dollars with no real tangible exchange and the mountain of financial industry regulations you'd have to navigate, your intention to force a vote would be known well in advance. Any opposition would literally have months and months to come up with a counter strategy. I personally would rather use a crisp ten dollar bill as toilet paper than give it to someone who wants to use it for the above. At least that way, I'd get some utility out of my money. It's also important to keep in mind that the average shareholder doesn't care about whether Games Workshop is a gaming focused company or a model focused company. They care what the dividends look like and whether the price is going to go up or down. GW could switch to selling Chess sets from table top games and so long as the price held and the dividends kept flowing, none of the shareholders would care.


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 coelomate wrote:
What you're proposing is creating an investment fund. In the United States (where I have experience with this), that comes with massive regulatory overhead, and I'm guessing it's similar for shares in the U.K.

It is. I also have direct experience with this.

If you're a super honest guy, you wouldn't do it. If you simply haven't been sufficiently tempted to rip someone off yet then it's just a question of numbers and/or time and opportunity.

 NightHowler wrote:

 coelomate wrote:
What you're proposing is creating an investment fund. In the United States (where I have experience with this), that comes with massive regulatory overhead, and I'm guessing it's similar for shares in the U.K.

Your fundamental legal problem is that if you raise money to purchase shares, somebody winds up owning those shares, and owning shares beneficially for others is highly regulated in modern markets. Securities laws make it so that kickstarter and its ilk don't work at all for investments that promise a potential return.

Making a holding company and trying to separate the potential for return you'll hit similar issues - after a certain number of shareholders in the U.S. at least, you become subject to expensive and onerous reporting requirements. So even if you're trying to sell shares in a company without promising shareholders pass through ownership of the GW stock, you'd basically wind up trying to run an IPO - no small task.

All of this is to say nothing of the expensive and onerous requirements that come just from buying up that much stock - it generally requires its own set of disclosures if one entity accumulates a position of the size to influence the board.

To be an activist investor, you really need to already have the money, or to be willing to spend a lot of time and money on compliance with securities law.

So if I understand correctly, only rich people are allowed to have financial power, and small groups that try to work together to effect change through financial means are prevented from doing so through oppressively onerous regulatory practices that wealthy individuals are not subject to? What prevents a holding company from setting aside part of its funds for hiring people to deal with all the orneriness?

Anyone is allowed to have financial power. It's just significantly easier to acquire more if you already have some than it is to acquire some if you have none. I'm also not sure why you'd think wealthy individuals/entities aren't subject to regulatory practices. In point of fact, the behaviors of a limited number of historically unethical and wealthy individuals/entities typically drives the creation of said regulatory practices. Most holding companies DO set aside funds for hiring people to handle operational and compliance related tasks. These funds are usually called payroll and typically require some sort of positive revenue stream to support. In the original poster's scenario, where does this payroll come from? How does he intend to recruit knowledgeable individuals? There are companies with many, many employees whose sole purpose is to run maybe 3-5 investment funds. This isn't something you can do in your free time with a couple of like minded friends.

 NightHowler wrote:
So if I understand correctly, only rich people are allowed to have financial power, and small groups that try to work together to effect change through financial means are prevented from doing so through oppressively onerous regulatory practices that wealthy individuals are not subject to?

Pretty much.

Turn this question on its head though: it's not "rich people" amorphously who hold the exclusive power to exercise financial power over a public company, it's shareholders. The company happens to be so large that it takes a very large sum of money to wield that influence, but why precisely should a collection of random people (many if not most of whom don't even own shares) have more power over a company than its owners?

 NightHowler wrote:
What prevents a holding company from setting aside part of its funds for hiring people to deal with all the orneriness?

Chicken and egg problem. It won't be legal to solicit the kind of funds you're talking about without jumping through a million regulatory hoops, so you'd need money to set up the structure/fund/compliance before you could raise the funds.

It's not impossible, it's just a massive undertaking that isn't suited to kickstarter and forum discussion. But again - is it really crazy that it's hard for a bunch of people on the internet to get together, purchase ownership in a huge public company, and then get a seat on its board? If it were easy, what would stop all kinds of other groups from doing the same thing for their own purposes? Why wouldn't GW's competitors do the same thing to try and hamper the business? Why wouldn't green peace do the same thing to screw with oil companies?

 Azreal13 wrote:
If you're a super honest guy, you wouldn't do it. If you simply haven't been sufficiently tempted to rip someone off yet then it's just a question of numbers and/or time and opportunity.

As I would argue it is for most people. For the sake of humanity, I hope there are people out there who are beyond reproach. However, I firmly believe that everyone has a price. Imagine that a man walks up and sits next to you. He has a duffel bag at his feet and walks off. It's slightly open and you notice it's full of gym clothes. Do you say something to him? Probably. Now, imagine that it's full of gym clothes and his wallet is sitting on the top. Do you say something to him? Probably. What if the duffel bag is full of neatly stacked 100 dollar bills? What if there is nobody around and you idly count the stacks and realize there is one million dollars there? Ten million. One billion dollars. At what point do you simply pick up the bag and walk away? Would I take the bag of gym clothes? Nope. Would I take a billion dollars of untraceable cash? It would be super hard not to. That kind of money buys a lot of therapy if I started to feel a little guilt.

Beyond the fact that I'm super incredibly doubtful something like this would even get 10% of the support it needed, I'd be even more doubtful of the success it'd have in actually changing things sufficiently.

Better to keep voting with your wallet. If GW wanted to change, all they'd have to do is look at the internet to find literally thousands of well thought out, well written, basic and easy to implement policies and changes that would improve the rules and the way their customers view the company.

As it stands, the board seems quite content in the path they're on, and I doubt Kirby has any grander plans than just riding out his golden parachute.

Exactly. At this point, the entire company has been restructured around the current approach. You're not going to effect a sea change of that magnitude with anything less than controlling interest.

Besides, everyone's convinced that the 40K IP is so mind-bogglingly valuable that another company will snap it up as soon as GW goes under, so let them.

I'm saying no because, barring some kind of resume, you are blatantly unqualified. I know it is a good feeling to get your dander up about GW and how "if I was in those board meetings I'd get this change done" but the bottom line is you are not a unique revolutionary. You are just another internet poster. I don't mean that in any kind of demeaning fashion, it is a simple state of things, it is what I am. How am I assured that you're going to look out for my interests, and not someone else's here? How do you even determine what changes you're going to push for? What if I don't agree with them? What if the mob doesn't?

 Blacksails wrote:
Beyond the fact that I'm super incredibly doubtful something like this would even get 10% of the support it needed, I'd be even more doubtful of the success it'd have in actually changing things sufficiently.

Better to keep voting with your wallet. If GW wanted to change, all they'd have to do is look at the internet to find literally thousands of well thought out, well written, basic and easy to implement policies and changes that would improve the rules and the way their customers view the company.

As it stands, the board seems quite content in the path they're on, and I doubt Kirby has any grander plans than just riding out his golden parachute.

I hear what you're saying. The problem is that I don't want to have to vote by not playing the game that I love. I'd rather vote by actively finding a way for the game that I love to stop being ruined by the people who make it. Does that make sense?

The relationship I have with GW is built on both the fond memories of all the games I've played in the past and the knowledge that the people in charge of updating it have no interest in preserving the game part of it.

Why should I give up on it?

So maybe the financial institutions that be are intent on preserving the status quo. That doesn't mean that the hundreds of thousands of us who play the game have to sit quietly and watch.

Maybe a kickstarter isn't the answer, but that doesn't mean that there is no answer.

If you walk up to anyone who plays 40k and asked them if they're happy that GW wants to change 40k from a game to a collectibles line I doubt they'd say, "sure, the thousands of dollars and thousands of hours I've invested in this game mean nothing to me, let them ruin it."

So maybe it's not worth $10 to you to try and make things better, but after the money I've already invested in space marines, rhinos, razorbacks, drop pods, landraiders, thunderwolves, paint, paint brushes, and other modeling suplies, $10 dollars is literally nothing. A few minutes of my time trying to organize something online to show GW that there's more than just a few people who feel this way is no great burden.

What I don't understand is the attitude that I shouldn't even try. That I should go play some other game. If that's truly the way that you feel, then why are you even on a website devoted to this game? Why have you taken the time to create an account on this website, read the posts here and respond to them? If you care enough to create an account on this website, then maybe it wouldn't kill you to try and support a positive change. Instead of saying, "no. we should give up and play a different game."

I don't want to give up. I don't want to use another game's rules to play with the models I've spent so much time collecting, gluing together, and painting.

 Kriswall wrote:

 Azreal13 wrote:
If you're a super honest guy, you wouldn't do it. If you simply haven't been sufficiently tempted to rip someone off yet then it's just a question of numbers and/or time and opportunity.

As I would argue it is for most people.

Exactly. Which was what struck me as contradictory, to self characterise yourself as "super honest" and then practically in the same breath describe a situation where you'd be prepared to undertake a criminal act. A perfectly decent human you may be, but it sounds like you're the normal level of honest.


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I mean, there's plenty of people in a position to do what you propose every day, the reason the likes of Madoff are remarkable is because it's actually quite unusual.

 NightHowler wrote:


I hear what you're saying. The problem is that I don't want to have to vote by not playing the game that I love. I'd rather vote by actively finding a way for the game that I love to stop being ruined by the people who make it. Does that make sense?

Who said anything about about not playing?

Seeing as how you don't want to use another game's rules, you still have the option of using any of the editions you've bought over the years, including some sort of franken-edition that you've worked on yourself. Obviously this depends on your game group and how close you are.

But really, for the foreseeable future, there won't be a new edition, and chances are that you have an army with a recently updated codex. Boom, now you have no incentive or need to spend money on GW.

As for models, there are dozens of excellent third party companies that produce equal to, if not better, quality miniatures. I haven't spent a dime on GW in recent memory because I'm busy buying from the likes of Vic Minis for my Guard. I still get to build, paint, and play, but without spending any more money on GW.

I don't want to give up. I don't want to use another game's rules to play with the models I've spent so much time collecting, gluing together, and painting.

Nobody wants to give up. But if the alternative is supporting something you dislike, than I'd rather cut my losses and hope my lack of spending gets the company to realize that I'm not alone in my reasoning.

If you haven't already, also try other games entirely. X-wing is a ton of fun, and Firestorm Armada is a great alternative to BFG, plus Spartan Games is coming out with a full set of games for battles in the Halo universe, and the models are stunning.

Its a big hobby out there. Support the little guys, and before you know it, GW will either realize it needs to adapt and change for the better, or become irrelevant.

I don't think trying to change internally will be met with any success, so speak the only language they know; their bottom line.

 Blacksails wrote:

 NightHowler wrote:


I hear what you're saying. The problem is that I don't want to have to vote by not playing the game that I love. I'd rather vote by actively finding a way for the game that I love to stop being ruined by the people who make it. Does that make sense?

Who said anything about about not playing?

Seeing as how you don't want to use another game's rules, you still have the option of using any of the editions you've bought over the years, including some sort of franken-edition that you've worked on yourself. Obviously this depends on your game group and how close you are.

But really, for the foreseeable future, there won't be a new edition, and chances are that you have an army with a recently updated codex. Boom, now you have no incentive or need to spend money on GW.

As for models, there are dozens of excellent third party companies that produce equal to, if not better, quality miniatures. I haven't spent a dime on GW in recent memory because I'm busy buying from the likes of Vic Minis for my Guard. I still get to build, paint, and play, but without spending any more money on GW.

I don't want to give up. I don't want to use another game's rules to play with the models I've spent so much time collecting, gluing together, and painting.

Nobody wants to give up. But if the alternative is supporting something you dislike, than I'd rather cut my losses and hope my lack of spending gets the company to realize that I'm not alone in my reasoning.

If you haven't already, also try other games entirely. X-wing is a ton of fun, and Firestorm Armada is a great alternative to BFG, plus Spartan Games is coming out with a full set of games for battles in the Halo universe, and the models are stunning.

Its a big hobby out there. Support the little guys, and before you know it, GW will either realize it needs to adapt and change for the better, or become irrelevant.

I don't think trying to change internally will be met with any success, so speak the only language they know; their bottom line.

You're right. We shouldn't try to do anything.

Assuming the good intentions and incorruptible thing, and that backers are happy to give the money with no further return, what sort of numbers are we needing to actually influence gw? A controlling share (51%)? A substantial enough share to be registered on their webpage with the other 'big' investors? And hope that the other 'big' investors will play ball? I think a lot of legwork would need to be done if so, before shares were ever purchased. I don't see how a kickstarter is going to achieve the money necessary to purchase a 'significant' amount of shares, let alone a controlling amount. I just see being dissatisfied with gw so giving them money in a different way.

 coelomate wrote:
What you're proposing is creating an investment fund. In the United States (where I have experience with this), that comes with massive regulatory overhead, and I'm guessing it's similar for shares in the U.K.

Your fundamental legal problem is that if you raise money to purchase shares, somebody winds up owning those shares, and owning shares beneficially for others is highly regulated in modern markets. Securities laws make it so that kickstarter and its ilk don't work at all for investments that promise a potential return.

Making a holding company and trying to separate the potential for return you'll hit similar issues - after a certain number of shareholders in the U.S. at least, you become subject to expensive and onerous reporting requirements. So even if you're trying to sell shares in a company without promising shareholders pass through ownership of the GW stock, you'd basically wind up trying to run an IPO - no small task.

All of this is to say nothing of the expensive and onerous requirements that come just from buying up that much stock - it generally requires its own set of disclosures if one entity accumulates a position of the size to influence the board.

To be an activist investor, you really need to already have the money, or to be willing to spend a lot of time and money on compliance with securities law.

Yuck....


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Eh. Crazy idea anyway

While I want GW to operate differently and do more consumer-friendly things, if I was going to raise that much money in an attempt to engineer that much change, it would probably be in an attempt to end world hunger or fund a manned mission to Mars.

No, i would not pledge. You know what I rather do? Not buy anything from GW and convince others not to buy so that GW will eventually be bought by a competent games company like Fantasy Flight or Privateer Press.