The law says what it says. Now let’s talk about what it means
We recently asked the question nobody at the top of this sport seems eager to answer in public: why do two of racing’s most powerful nonprofit institutions sit on nearly $179 million in net assets while aftercare organizations are forced to fundraise for basic needs? Public filings show Breeders’ Cup Limited at about $101.1 million in net assets and The Jockey Club at about $78.1 million.
We documented the structure. We named the names. We showed you the governance overlap. And we stopped, deliberately and correctly, at the edge of what we could prove from public documents alone. This goes one step further, but carefully.
We are not alleging a crime. We are not alleging theft. We are not alleging that anyone has already done anything unlawful.
What we are documenting is something more unsettling than that: a legal and governance architecture that appears to leave these institutions financially insulated even as the sport beneath them contracts, and that raises obvious questions about who could benefit from reserves, under what circumstances, and by what authority.
That is not innuendo. That is exactly the kind of question public documents are supposed to help answer.
The Documents They Never Told You to Read
The Breeders’ Cup Limited files a Form 990. The Jockey Club files a Form 990. These are public documents. Anybody can read them. Most people in racing do not.
Here is what those filings show.
Breeders’ Cup Limited’s most recent ProPublica Nonprofit Explorer summary lists roughly $123.7 million in total assets and $101.1 million in net assets. It also lists Robert Drew Fleming at $767,483 in compensation and John Keitt at $479,326.
The Jockey Club’s most recent ProPublica Nonprofit Explorer summary lists roughly $81.1 million in total assets, $78.1 million in net assets, $13.5 million in revenue, $15.6 million in expenses, and James L. Gagliano at $958,098 in compensation. The same filing lists Barbara Banke as a Steward and William S. Farish Jr. as Vice Chair.
Nobody is breaking a law by paying executives well to run nonprofits. That is not the point. The point is that the two most powerful institutions in the sport are sitting on nearly $179 million in net assets while the people who actually keep this game human, rescues, aftercare groups, horseplayers, smaller owners, and the backstretch, are constantly told there is never enough money to do more.
That is not automatically a legal story.
It is unquestionably a governance story.
The Statute Nobody Is Talking About
Here is where this piece goes deeper, but also where precision matters.
Both institutions are New York not-for-profit corporations, which means the New York Not-for-Profit Corporation Law matters. That law addresses what can happen in a dissolution, and it also addresses certain actions that can happen before dissolution.
Under N-PCL § 1002-a, dissolution does not mean assets simply float into the air waiting for public opinion to decide where they go. New York law establishes an order for distribution. It also separates out assets that are legally required to be used for a particular purpose from assets that are not. For assets not legally restricted to charitable or other specific purposes, the order includes creditors first, then holders of subvention certificates, then holders of capital certificates, and then members, if permitted by law.
That matters.
It matters because capital certificates are not a rumor, not a metaphor, and not some phrase I made up for effect. New York not-for-profit law specifically contemplates them. The law’s own structure recognizes that capital certificates can exist and that they can matter financially.
What we do not know from the public record is just as important.
We do not know, from public documents readily available to the racing public, how many capital certificates may exist at Breeders’ Cup Limited, who holds them, what their stated redemption value is, or exactly what the certificate of incorporation says about distribution in a dissolution scenario.
That lack of transparency is a problem all by itself.
Because once you understand the statute, those are no longer obscure corporate housekeeping questions. Those are governance questions with real financial implications.
The Part That Doesn’t Require a Crisis at All
Here is the part of the story that should make people sit up straight. You do not need a dissolution to get into sensitive territory.
Under N-PCL § 515(c), a not-for-profit corporation may, under the statute’s terms, redeem its capital certificates and may make certain other distributions of cash or property to its members or former members, directors, or officers before dissolution or final liquidation, so long as the corporation is not insolvent or made insolvent by doing so.
Read that again.
This is not a claim that Breeders’ Cup Limited or The Jockey Club has done that. It is not a claim that anyone intends to do that. It is a statement that the law authorizes certain pre-dissolution redemptions and distributions to specified categories of insiders if the statutory conditions are met.
That is why governance matters so much here.
Because when an institution holds roughly $101.1 million in net assets, solvency is not some abstract word in a law-school exam. It becomes part of a real-world conversation about what authority exists, who exercises it, what guardrails are public, and what the industry is simply expected to trust without seeing.
The Oversight That Sounds Bigger Than It Is
Whenever the New York Attorney General is mentioned in this context, people relax. They hear “Attorney General” and assume that means broad discretionary oversight over what is best for the sport.
That is not what the statute actually says.
Under N-PCL § 1002, the Attorney General’s approval role is tied to whether the corporation has adopted a dissolution plan in accordance with statutory requirements and other applicable law. If the Attorney General does not approve, or determines court review is appropriate, the corporation may go to the Supreme Court. The Attorney General’s role is real, but the statute frames it around legal compliance with the plan and applicable requirements, not as a free-floating policy referendum about what racing morally deserves.
That is exactly why transparency matters before any hypothetical dissolution is ever on the table. Once the law becomes the conversation, the conversation gets narrow fast. Which is why the real pressure point here is not public relations. It is governance disclosure.
Publish the certificate of incorporation.
Disclose whether capital certificates exist, how many there are, and what their terms are.
Disclose what policies govern recusal, conflicts, and any decision touching reserve deployment.
If the answer is clean, say it cleanly and publicly.
The Overlap — One More Time, From the Source Documents
This part is not speculation.
Breeders’ Cup Limited’s public nonprofit filing lists Barbara Banke as Chairman and William S. Farish Jr. as a Director. The Jockey Club’s public nonprofit filing lists Barbara Banke as a Steward and William S. Farish Jr. as Vice Chair.
Those are not rumors.
Those are not “social media theories.”
Those are names and roles appearing in public nonprofit records.
So yes, it is fair to ask hard questions when the same small circle appears around multiple institutions, when those institutions together hold nearly $179 million in net assets, and when the key governing documents that could answer reserve and distribution questions are not sitting out in the open for the industry to read.
That is not an accusation.
It is accountability.
The Questions That End This Debate Immediately
These are the questions that would clear the air faster than any press release ever could.
To Breeders’ Cup Limited:
How many capital certificates, if any, have been issued?
Who holds them?
What is their stated redemption value?
What does the certificate of incorporation say, verbatim, about asset distribution in a dissolution scenario?
Are any reserves subject to board-adopted restrictions or commitments for aftercare, industry welfare, or other designated purposes? If so, publish them.
To The Jockey Club:
What is the current fair-market value of its Equibase-related interest or other major non-operating assets, and how would any such value be treated under the governing documents and applicable law in a wind-down, restructuring, or change-of-control scenario?
What written policies govern conflicts, recusals, and related-party review when board-level decisions intersect with commercial breeding, stallion, registry, or data interests?
To Both:
Will you hold an open public accountability forum, on the record, where these questions are answered directly instead of through filtered statements and friendly industry channels?
Past the Wire previously invited representatives of Breeders’ Cup Limited and The Jockey Club to appear on Past the Wire TV for an open, on-the-record discussion of these issues. That invitation was declined. The invitation remains open.
The Number That Cuts Through the Fog
Let’s keep this simple. A 2% annual allocation off the combined net assets shown in the two most recent public filings would amount to roughly $3.58 million per year. That is based on about $179.1 million in combined net assets.
That would not solve every problem in racing. But it would say something. It would say that leadership understands the difference between preserving an institution and serving a sport. Because this is where I land after reading the filings and then reading the statutes.
Nobody has to prove illegality for this to matter. Nobody has to allege corruption for this to matter. And nobody should have to apologize for asking whether institutions built on racing, enriched by racing, and protected by racing owe the sport more than silence, opacity, and a perpetual trust-us model.
The law says what it says. Now the people running these institutions should say what they say.
And this time, they should do it in public.
Breeders’ Cup Mission Statement:
To conduct the Breeders’ Cup World Championships at the highest levels of quality, safety and integrity and to promote the growth of Thoroughbred breeding, racing and sales through proactive leadership, innovation and service.
History of the Jockey Club excerpt:
Over the course of the past few decades, The Jockey Club has created and developed a group of commercial, for-profit subsidiaries and partnerships, each with a twofold purpose: to serve specific segments within the industry using highly efficient, state-of-the-art technology platforms and to generate profits that are used to support important industry initiatives.
They’re not confessing, they’re bragging:
