The thirteenth and final session ended the IFSEA 2021 Virtual Conference with a bang. We met the Management Board of Broadside PLC, a hypothetical multinational retail company facing a major corporate crisis: in the middle of the due diligence process for the sale of the US arm of the business, ongoing embezzlement by one of the company’s international executives and false accounting has been discovered by the GC who tries to cover it up. There was a fallout between the Chairman and the CEO and the company’s team of advisers united to provide coordinated advice to the company on how to damage control and move forwards, including:
- From a UK corporate perspective, Nick Graves gave advice on the company’s announcement and disclosure obligations in respect of market abuse regulations and UK Listing Regime, as well as the impact on the representations and warranties provided under the SPA.
- Nicholas Surmacz gave advice on the serious implications arising from the embezzlement in the US: each of the company’s senior executives risked prosecution in the US, and an investigation by the Department of Justice would be likely as a result of the enhanced whistleblower awards available under US schemes.
- From a UK regulatory perspective, Hannah Laming advised on the potential corporate liability in relation to the criminal issues. If the sale of the business were to go ahead, this would be on the basis of fraudulent misrepresentation and the money made could be proceeds of crime. Hannah also made the company aware of its SRA reporting obligations in respect of the GC’s actions.
- Merrill April tackled the employment aspects and advised the company on its potential exposure to UK whistleblowing and discrimination claims, as well as the need to conduct an internal investigation to determine culpability.
- Ciaran Fenton provided the Chair with a holistic overview of the ESG issues in play and the importance of maintaining public confidence in the company.
Thank you again to our expert panel of speakers for a superb session:
Ciaran Fenton, Director and Board Evaluation & Leadership Management specialist, Ciaran Fenton Limited (UK)
Daniel Astaire, Managing Partner, Grosvenor Law LLP (UK)
Nick Graves, Partner, Burges Salmon LLP (UK)
Nicholas Surmacz, Trial Lawyer and Investigator, Kobre & Kim LLP (USA/UK)
Hannah Laming, Partner, Peters & Peters LLP (UK)
Philip Gardner, Associate, Peters & Peters LLP (UK)
Merrill April, Partner, CM Murray LLP (UK) (Chair)
The second International Forum of Senior Executives and Founders (IFSEA) Conference on Risk, Reward and Reputation Management Issues for Senior Executives & Founders was held virtually from Tuesday, 2 February – Tuesday, 16 March 2021. This unique specialist conference ran as a series of virtual international expert panels and two networking events per week, bringing together over 65 leading global experts from 13 countries around the world to discuss issues commonly faced by international Senior Executives and Founders, particularly during these times of global crisis, disruption and opportunity.
View other sessions from the IFSEA 2021 Virtual Conference here.
Find out more about the International Forum of Senior Executive Advisers and become a member here.