(AGENPARL) - Roma, 22 Febbraio 2025AC’s second testimony is part of a lawsuit in the High Court of Justice, London, Chancery Division. AC, together with its company? Barnaby Holdings LLC, filed a lawsuit against Mishcon de Reya LLP for alleged breaches of professional duty in connection with the sale of its interests in QPR Holdings Limited (QPRH) in 2007.
The main allegation against Mishcon de Reya LLP and its partner Kevin Steele is that they allegedly allowed the transaction to be concluded on terms other than those that AC and the other shareholders had agreed to and which, had they been fully informed, they would not have accepted.
Key points of the testimony
- AC’s role and involvement in QPRH
o AC acquired a stake in QPRH in 2005 through Barnaby Holdings LLC.
o It held 27.5% of the shares of QPRH, while other major shareholders were FZ (Wanlock LLC) and Gianni Paladini (Moorbound Limited).
o The company? owned Queens Park Rangers Football Club (QPR).
- Financial situation of QPRH before the sale
o QPRH had been in financial difficulties for some time, in particular due to an onerous £10 million loan with ABC Corporation.
o The team had accumulated debts, including debts with HMRC (UK tax authority) and Barclays Bank, which had discontinued financial services.
o AC and other shareholders had financed the company? with personal loans.
- Involvement of Mishcon de Reya and Kevin Steele
o Mishcon de Reya had been engaged by AC and the other shareholders to manage the sale transaction.
o AC claims that Steele acted as its lawyer, although the law firm later claimed to represent only the company? and not the individual shareholders.
o The testimony points to a possible conflict of interest of Steele, who allegedly negotiated the sale without adequately protecting AC’s interests.
- Negotiations and takeover bids
o Harold Winton and his company Anaid had initially offered to buy the shares at 6.5 pence per share with a £2 million bonus in the event of QPR’s promotion to the Premier League.
o This offer was undermined by Steele, who informed Winton that AC was negotiating with other investors, leading to the withdrawal of the proposal.
o Subsequently, FB and Bruno Michel made an offer of £2.5m for the shares, with a £2m promotion bonus, but on the condition that AC waived its claims to QPRH.
- Terms of the final transaction and discrepancies
o AC claims that the transaction was concluded on terms that were worse than originally agreed.
o The amount paid for the shares was reduced to 1 pence per share, without recognition of the debts owed to AC.
o Mishcon de Reya allegedly changed the terms without consulting AC and failed to ensure that the buyers paid QPRH’s debts.
Possible legal consequences and implications
- Breach of duty of care: If Mishcon de Reya actually acted as AC’s legal representative, it may have breached its fiduciary duty in failing to protect its interests.
- Conflict of interest: Steele’s dual role, which appeared to represent both the company? and the shareholders, could constitute an ethical and legal conflict.
- Rectification or compensation: If the court determines that the sale was handled improperly, AC could obtain compensation or a review of the deal.
- Rectification or compensation: If the court determines that the sale was handled improperly, AC could obtain compensation or a review of the agreement.
AC’s testimony raises significant questions about Mishcon de Reya LLP’s conduct in the sale of the QPRH shares. The case highlights potential shortcomings in the legal assistance provided and possible irregularities? in the handling of the transaction. The court’s decision could have major implications for the responsibility? of law firms in complex corporate transactions.
With the complaint at Scotland Yard, developments in the case of the sale of English football club Queens Park Rangers are awaited.