{"id":3180,"date":"2025-07-03T18:02:24","date_gmt":"2025-07-03T15:02:24","guid":{"rendered":"https:\/\/www.shavrovlaw.com.ua\/?p=3180"},"modified":"2025-07-03T18:02:25","modified_gmt":"2025-07-03T15:02:25","slug":"kliuchovi-tendentsii-v-uhodakh-pro-transfer-futbolnykh-hravtsiv-osnovni-vysnovky","status":"publish","type":"post","link":"https:\/\/www.shavrovlaw.com.ua\/en\/key-trends-in-football-player-transfer-guesses-basic-conclusions\/","title":{"rendered":"Key Trends in Football Player Transfer Deals: Key Findings"},"content":{"rendered":"<p class=\"wp-block-paragraph\">We present to your attention a translation of the abstracts of the webinar held by LawInSport on April 29, 2025, which brought together experts to discuss and analyze the latest trends in football transfer deals and how these changes are shaping the modern transfer market.<\/p><p class=\"wp-block-paragraph\"><strong>Speakers<\/strong><\/p><ul class=\"wp-block-list\"><li>Paolo Lombardi, Founder and Managing Director, Lombardi Associates<\/li>\n\n<li>Josep Vandellos, Partner and Co-Founder, UNO | ONE LEGAL PARTNERS<\/li>\n\n<li>Liz Cole, Partner, LEVEL<\/li>\n\n<li>Ian Laing, Advisor, Lombardi Associates (Moderator)<\/li><\/ul><p class=\"wp-block-paragraph\"><strong>Club resources and documentation<\/strong><br>There is considerable variation in how football clubs deal with the complexities of transfer deals, largely depending on their size, resources and league position. Clubs at the top level of professional football typically have well-developed systems, regularly updated template documents and in-house legal expertise to adapt to regulatory changes. In contrast, smaller clubs, particularly in lower leagues, often face difficulties.<\/p><p class=\"wp-block-paragraph\">Key challenges for smaller clubs:<\/p><ul class=\"wp-block-list\"><li>Using templates copied from other clubs without considering or understanding the differences between the buyer and seller positions.<\/li>\n\n<li>Use of outdated documentation that is not updated in accordance with regulatory changes.<\/li>\n\n<li>Eroding patterns through successive negotiations without centralized control.<\/li>\n\n<li>Limited understanding of how different points affect their specific circumstances.<\/li><\/ul><p class=\"wp-block-paragraph\">These differences make smaller clubs vulnerable when negotiating with better-off and more experienced counterparties, which can lead to unfavourable deal terms. The importance of maintaining up-to-date, club-specific documentation that properly protects the club\u2019s interests was highlighted, as well as the need to be aware of all the elements that need to be agreed upon during transfer or loan negotiations.<\/p><p class=\"wp-block-paragraph\"><strong>Resale clauses<\/strong><br>Sell-on clauses have become an increasingly important element of modern transfer deals, allowing clubs to gain a share of a player&#039;s future success. These clauses allow the selling club to receive a percentage of future transfer or loan compensation when the player subsequently moves from the buying club.<\/p><p class=\"wp-block-paragraph\">The panelists discussed the following key aspects of upsell clauses:<\/p><ul class=\"wp-block-list\"><li><strong>Right to benefit<\/strong>: According to FIFA rules, only clubs that were involved in a player&#039;s training can legally benefit from resell clauses.<\/li>\n\n<li><strong>Scope of action<\/strong>: Parties must clearly define which transfers trigger the clause \u2013 permanent transfers only, loans or both. Without clear wording, clubs can structure future deals to avoid payments, for example by using high loan fees followed by lower permanent transfer fees.<\/li>\n\n<li><strong>Player exchanges<\/strong>: When players are exchanged rather than transferred for a fee, or when other non-monetary compensation is involved, such as hosting a friendly match, disputes over valuation may arise. Agreements should specify how players will be valued in scenarios involving non-monetary compensation.<\/li>\n\n<li><strong>Net vs. Gross Calculation<\/strong>: Clubs must clearly state whether the percentage applies to the gross transfer fee or to the net amount after deductions (e.g. agents&#039; fees), and clearly define which deductions are allowed.<\/li>\n\n<li><strong>Payout time<\/strong>: As transfer payments are increasingly spread over long schedules, the agreement should specify when payments under the onward sale clauses are to be made \u2013 according to a payment schedule or as an upfront payment.<\/li>\n\n<li><strong>Potential avoidance<\/strong>: Clubs can try to circumvent sell-on clauses through various mechanisms, for example by loading payments into loan deals when the payment is only for a permanent transfer, or by artificially understating transfer values when exchanging players. Clear wording can reduce these risks.<\/li>\n\n<li><strong>Interaction with training compensation<\/strong>: Potential complications arise when resale clauses are included in training compensation agreements, particularly regarding whether joint and several contributions will apply to amounts that replace training compensation.<\/li><\/ul><p class=\"wp-block-paragraph\"><strong>Termination points in Spain<\/strong><br>The panelists discussed the concept of termination clauses or resolutory clauses in Spain, debunking common misconceptions about their nature and application.<\/p><p class=\"wp-block-paragraph\">Release clauses in Spain appeared in 1985 with Royal Decree 1006\/85 [2], which regulates the specific employment relationships of professional athletes. Contrary to popular belief, these clauses are not mandatory under Spanish law; they represent an agreed amount to be paid if the player unilaterally terminates the contract.<\/p><p class=\"wp-block-paragraph\">Key ideas regarding Spanish termination clauses:<\/p><ul class=\"wp-block-list\"><li><strong>Legal nature<\/strong>: The royal decree allows players to terminate their contracts by agreeing with the club on an amount of compensation for early termination. This was designed to facilitate player mobility in a system that previously allowed clubs to keep players indefinitely.<\/li>\n\n<li><strong>Proportionality<\/strong>: Although some clubs include excessively high release clauses (e.g. \u20ac1 billion for certain players [3]), they will not stand up to scrutiny by labour judges, who will adjust the amount so that it does not violate the fundamental right of workers to choose their place of employment.<\/li>\n\n<li><strong>International transfers<\/strong>: The interaction between Article 16 of the Royal Decree and Article 17 of the FIFA Regulations on the Status and Transfer of Players (RSTP) creates complications in cross-border transfers. The legal classification of the termination under Spanish law (as breach or exercise of a right) is relevant.<\/li>\n\n<li><strong>The importance of assembly<\/strong>: The precise wording of termination clauses is critical. Players entering into employment contracts in Spain must clearly state that the agreed amount represents the exercise of the right to terminate and not a penalty for a breach.<\/li>\n\n<li><strong>Wider implications<\/strong>: The legal nature of termination affects various aspects of the transfer system, including potential resale clauses, training compensation rights, solidarity contributions and sporting sanctions.<\/li><\/ul><p class=\"wp-block-paragraph\">The ongoing doctrinal debate in Spain over whether Article 16 should be considered a penalty for an infringement or the exercise of a right has led to conflicting jurisprudence in cases heard by the Court of Arbitration for Sport (CAS). Several landmark cases have been mentioned during the debate:<\/p><ul class=\"wp-block-list\"><li>Real Betis v Napoli (CAS 2021\/A\/8230) [5] \u2013 where a termination under Article 16 was considered a termination for good cause.<\/li>\n\n<li>The Lenglet case (CAS 2019\/A\/6525) [6] \u2013 where termination under Article 16 was considered part of a resale clause.<\/li>\n\n<li>The Keith case (CAS 2010\/A\/2098) [7] \u2013 where the opposite conclusion was reached regarding onward sale clauses.<\/li>\n\n<li>Darwin Zamir Andrade Marmolejo v Club Deportivo La Equidad and FIFA (CAS 2016\/A\/4550) [8] \u2013 which analysed the difference between a termination clause and a liquidated damages clause, finding that a clause referring to \u201cdamages\u201d following termination without good cause was not a termination clause.<\/li><\/ul><p class=\"wp-block-paragraph\">These controversial decisions highlight the importance of careful drafting and clear intent in employment contracts, especially regarding the legal nature of termination clauses.<\/p><p class=\"wp-block-paragraph\"><strong>Peculiarities of drawing up transfer agreements and disputes regarding player evaluation<\/strong><br>The discussion highlighted the critical importance of accurate drafting of transfer agreements to protect the interests of clubs and prevent potential disputes. Disputes over player valuations were also highlighted, with reference to CAS 2020\/A\/7612 Club Atl\u00e9tico Newell&#039;s Old v AS Roma [9], which concerned disagreements over player valuations in the context of a sell-on clause where multiple transfers involving the same parties took place. See the article on LawInSport by Ian Laing and Elena La Ficara discussing this case [10].<\/p><p class=\"wp-block-paragraph\">The panelists highlighted several key principles:<\/p><ul class=\"wp-block-list\"><li><strong>Specificity is key<\/strong>: General or ambiguous wording in transfer agreements leaves room for interpretation and disputes. Each clause should clearly define the rights and obligations of all parties.<\/li>\n\n<li><strong>Predicting alternative scenarios<\/strong>: Deals should take into account different possible outcomes, including loan transfers, player exchanges and terminated contracts, not just simple permanent transfers.<\/li>\n\n<li><strong>Payout time<\/strong>: Clear provisions on payment terms, especially for onward sale clauses that may activate years after the initial transfer, can prevent future disputes.<\/li>\n\n<li><strong>Documentation requirements<\/strong>: With increasing regulatory scrutiny, proper documentation and timely submission to the appropriate authorities are essential. The agreement should specify which party is responsible for ensuring compliance with these requirements.<\/li>\n\n<li><strong>Communication between negotiators and administrators<\/strong>: Those negotiating transfers must clearly communicate all terms of the deal to club secretaries and administrative staff responsible for implementation and compliance.<\/li>\n\n<li><strong>Compliance with FIFA regulations<\/strong>: Ensuring that transfer agreements comply with FIFA\u2019s regulatory framework, including TMS requirements, is essential to avoid sanctions or implementation issues.<\/li>\n\n<li><strong>Allowable deductions<\/strong>: Agreements should clearly state what deductions, if any, are allowed when calculating transfer fees or resale interest to avoid future disputes.<\/li><\/ul><p class=\"wp-block-paragraph\">The discussion highlighted that the recommendations from football bodies, while useful, should not be seen as a one-size-fits-all template. Each deal must be tailored to the specific circumstances of the transfer and the needs of the clubs involved.<\/p><p class=\"wp-block-paragraph\"><strong>Compensation for training and waivers<\/strong><br>The panelists briefly addressed several complex issues related to training compensation and waivers, particularly in the context of loan agreements:<\/p><ul class=\"wp-block-list\"><li><strong>Saving while borrowing<\/strong>: Some clubs try to retain training compensation rights during loan periods, but without a valid waiver, the FIFA Clearing House will consider this continuous training chain as grounds for training compensation for the loaning club from the player&#039;s new club.<\/li>\n\n<li><strong>Validity of refusals<\/strong>: For a waiver of training compensation to be valid, it must be between the specific parties involved at the time of the training. The waiver must be clear, unambiguous and explicitly refer to the FIFA RSTP.<\/li>\n\n<li><strong>Specificity in the wording of the refusal<\/strong>: Recent FIFA DRC decisions have emphasized that waivers must specifically mention training compensation under the FIFA RSTP to be considered valid, even if the intention seems clear from the context.<\/li>\n\n<li><strong>Documentation problems<\/strong>: Smaller clubs often face difficulties in managing access to TMS and responding to training compensation claims, which can lead to financial commitments they were not prepared for.<\/li>\n\n<li><strong>Failure to comply with TMS inspection<\/strong>: Some clubs, especially at lower levels, may not check their TMS messages regularly, missing critical deadlines for responding to claims or providing documentation.<\/li>\n\n<li><strong>Administrative burdens<\/strong>: The procedural aspects of training compensation claims, including documentation requirements and deadlines, can be challenging for clubs with limited administrative resources, especially when working under tight deadlines at the end of the registration period.<\/li><\/ul><p class=\"wp-block-paragraph\">These issues highlight the need for improved education and support for clubs, particularly at lower levels, to properly manage claims and waivers of training compensation. The complexity of the system can lead to financial risks for clubs who do not fully understand or track their obligations.<\/p><p class=\"wp-block-paragraph\"><strong>Practical implications of the Diarra case and recent CAS jurisprudence<\/strong><br>The discussion touched on the implications of the Court of Justice of the European Union (CJEU) ruling in the Diarra case for the football transfer system [11]:<\/p><ul class=\"wp-block-list\"><li><strong>Shared responsibility<\/strong>: The decision questioned the automatic nature of joint liability of new clubs in cases of breach of contracts, proposing a more nuanced, individual approach.<\/li>\n\n<li><strong>Termination of contract<\/strong>: The decision confirmed that players should have the right to unilaterally terminate employment agreements with reasonable compensation, challenging the historical emphasis on contractual stability.<\/li>\n\n<li><strong>Protected period<\/strong>: Although the Diarra case did not directly address this, the concept of enhanced penalties for breach of contracts during the \u201cprotected period\u201d (the first 2-3 years of a contract) may face future challenges under EU law principles.<\/li>\n\n<li><strong>Consequences for assembly<\/strong>: The decision is likely to lead to increased attention to individual contract clauses, including more complex termination clauses, penalty clauses and loyalty-based payment structures to protect the interests of clubs.<\/li>\n\n<li><strong>Potential for collective bargaining<\/strong>: The CJEU suggested that worker protection and labour law should be addressed through collective bargaining between players and clubs, rather than through unilateral regulation by governing bodies.<\/li><\/ul><p class=\"wp-block-paragraph\">The panelists noted that while the Diarra case will require some changes to FIFA regulations, it does not spell the end of the transfer system. Many key elements remain intact, including the registration windows, the limits on the number of clubs a player can represent per season, and the concept of compensation for breach of contract. It is worth noting that recent CAS jurisprudence has limited the impact of the Diarra decision in certain contexts. In CAS 2024\/A\/10279 Al Raed Sport Club v JSC Football Club Rostov [12], the panel concluded that the Diarra decision was not relevant to the case as it concerned a Norwegian player and clubs from Russia and Saudi Arabia, rather than EU parties. This suggests that the geographical scope of the Diarra decision may be limited in certain international transfer disputes.<\/p><p class=\"wp-block-paragraph\"><strong>Evaluation Committee in Spain<\/strong><br>Spain&#039;s innovative approach to solving transfer valuation problems through the La Liga Valuation Committee was highlighted:<\/p><ul class=\"wp-block-list\"><li><strong>Purpose and structure<\/strong>: The committee was originally set up for financial fair play purposes to prevent artificial valuations in transfers between related parties or clubs within the same ownership group.<\/li>\n\n<li><strong>Committee composition<\/strong>: The committee consists of three members with expertise in areas such as player representation, legal matters and finance, appointed for a four-year term.<\/li>\n\n<li><strong>Evaluation methodology<\/strong>: The committee uses publicly available guidelines that take into account factors such as a player&#039;s age, number of matches played and market data from various platforms to establish objective assessments.<\/li>\n\n<li><strong>Expanding the scope<\/strong>: Initially focused on compliance with Financial Fair Play, the committee&#039;s role has expanded to provide assessments that clubs can use for overall transfer planning.<\/li>\n\n<li><strong>Practical application<\/strong>: The committee&#039;s estimates serve as guidelines rather than binding determinations, providing clubs with additional insight into fair market values.<\/li>\n\n<li><strong>International potential<\/strong>: This model can be useful for clubs operating internationally, especially when dealing with Spanish clubs or in cases where objective third-party assessments would help resolve disputes.<\/li><\/ul><p class=\"wp-block-paragraph\">This mechanism is a potential solution to valuation challenges in complex transactions, particularly in cases involving player exchanges or transfers between related parties, where the determination of fair market value may be disputed.<\/p><p class=\"wp-block-paragraph\"><strong>Conclusions<\/strong><br>The webinar concluded with an acknowledgement that many of these topics merit further detailed discussion, with suggestions for future sessions focusing in particular on the issue of training compensation waivers.<\/p>","protected":false},"excerpt":{"rendered":"<p>\u0412\u0430\u0448\u0456\u0439 \u0443\u0432\u0430\u0437\u0456 \u043f\u0440\u0435\u0434\u0441\u0442\u0430\u0432\u043b\u0435\u043d\u0438\u0439 \u043f\u0435\u0440\u0435\u043a\u043b\u0430\u0434 \u0442\u0435\u0437 \u0432\u0435\u0431\u0456\u043d\u0430\u0440\u0443, \u043f\u0440\u043e\u0432\u0435\u0434\u0435\u043d\u043e\u0433\u043e \u0432\u0438\u0434\u0430\u043d\u043d\u044f\u043c LawInSport \u0432\u0456\u0434 &nbsp;29 \u043a\u0432\u0456\u0442\u043d\u044f 2025 \u0440\u043e\u043a\u0443, \u0437\u0456\u0431\u0440\u0430\u0432\u0448\u0438\u0439 \u0435\u043a\u0441\u043f\u0435\u0440\u0442\u0456\u0432 \u0434\u043b\u044f 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