Growthworks and Walsingham Sued for $29 Million

A group of 37 common shareholders of the company AGTL, are suing the venture capital funds Growthworks Canadian Fund Fund, Walsingham Fund, investment holding company Englefield House no. 4 Inc, along with certain individuals who were directors of the company.

The claim shown below was filed in April 2012, and outlines the plaintiff’s case:

Growthworks Canadian Fund is part of the Growthworks venture capital group.  Growthworks, along with Halifax based Seamark, are part of Matrix Asset Management Inc., which was formed when Growthworks took over Seamark several years ago. You can read more about them on their website http://www.matrixasset.ca/.  Both Seamark and Growthworks have been the subject of much media attention in recent years.  For example, those who hold a subscription can go to allnovascotia.com and search on  Seamark, Matrix, and Growthworks to see the goings-on of late.

Walsingham Fund (now called Walsingham Partners, website http://www.walsinghampartners.com/ ) is a private fund controlled by its principal, Richard Black.  Tim Hortons cofounder Ron Joyce was deeply involved with Walsingham when the fund invested in AGTL, but Mr. Joyce seems to have parted ways with Walsingham sometime in the past several years.  Walsingham is named after a historical character in Elizabeth I’s court, Sir Francis Walsingham.  If you google that name, you can find a wealth of information on this interesting person, for example, http://www.historynet.com/francis-walsingham-elizabethan-spymaster.htm.

The individuals named in the action include:

  • Richard Black, principal of Walsingham,
  • Scott Pelton,  a former employee of Growthworks, who is now with Round 13 Capital.  Scott is on the boards of directors of companies SWIX Inc. and Verold Inc.
  • Alisha Hirsch, formerly employed by Walsingham, now believed to be in the UK; and
  • Tom Saunders, John Gardner, and Vince Mifsud are directors who had business connections with Walsingham Fund.
Status  This matter was originally filed in 2008 as an application, and so far, only a series of procedural motions have occurred so far, and discoveries have not yet begun.  At five years of age (as of the date of this post)  this matter has not yet taken anywhere near as long as the famous Knowledgehouse case.  I expect that you may see a serious of posts chronicling the interesting procedural path that this matter has taken.

 

 

 

Wood vs CFN Precision – A case with interesting parallels to the AGTL Litigation

Anyone interested in the AGTL lawsuit (Milburn et al vs. Growthworks, Walsingham, et al) might find the parallels between the Barry Wood vs. C.F.N. Precision case interesting.  

Barry Wood vs. CFN Precision was really a suit against the venture capital fund Growthworks. Mr. Wood had been CEO of CFN.  Growthworks was an investor, and had the right to provide nominees for 2 of the company’s 5 board seats.  Then Growthworks acquired First Ontario Fund in July 2006, picking up its board seat, thereby obtaining a majority of seats on the CFN board.

Once they had a majority, Growthworks nominees voted to fire the CEO.  Then they voted to put the company in receivership.  Growthworks then bought the company out of receivership (one would assume, clear of the other investors who had an interest).

So what are the parallels with AGTL?

  • The events happened around the same time, and involved the same cast of characters at Growthworks (Scott Pelton was the low man in the chain, Tim Lee senior to him, and Les Lyall at the top.
  • The venture capital investor(s) came into a board majority in a way that wouldn’t have been expected by the other interested members of the company (at CFN, because GW took over another fund.  At AGTL, because two members of the board resigned and one of the Vencaps gave a demand loan to a formerly independent board member’s troubled company).
  • In both cases, once the Venture Capital investors were in control, they fired the CEO.
  • In both cases, once the VC’s were in control, the companies headed toward receivership.  But the tales diverged from there:  CFN was put into receivership, GW bought it out from there, likely getting rid of the other shareholders.  But at AGTL, the nominee board members resigned before the job was finished. The remaining board, dominated by independent directors, worked in the best interests of the company, which is still surviving and employing people in Sydney, Nova Scotia.

So I bet you’re asking what happened to Mr. Wood’s case?  Not much.  He basically alleged that in effect, Growthworks (rather than the company’s board) was making the decisions, having their nominees vote in Growthworks’ interest, rather than in the best interest of the company as they should.  Growthworks moved for dismissal, and opposed a set of amended claims from Wood. I heard it was tough getting to court for these motions, as Mr. Pelton had a chronic back problem that flared up several times when he had to go to court.  The judge found sufficient merit in Mr. Wood’s allegations, and refused Growthwork’s motions to dismiss.  The case was headed to trial, but Growthworks settled, with secret terms of course.  So we will never know if any of Growthworks’ retail investor’s money was used to put this matter to rest.  We will just have to wonder.

From a business perspective, I’m also left wondering what AGTL’s fate would have been, had the vencap nominees not resigned from the board.  Would it now be property of the vencap investors like CFN?  We will never know.

And from a legal perspective, it would have been interesting to see a ruling on Wood’s allegations about improper actions by nominee directors.  It is well established that nominees cannot put the interests of their employers ahead of their fiduciary duties to the company.  I wonder what would have been determined here.

References:  You can find these cases on www.canlii.org, searching on “barry wood vs. cfn precision” or by Wood v. C.F.N. Precision Inc., 2009 CanLII 17987 (ON SC) and Wood v. C.F.N. Precision Inc., 2008 CanLII 19797 (ON SC).   Or go to them via direct links: http://canlii.ca/t/236h5  and http://canlii.ca/t/1ws48

 

 

Welcome to our Blog

Among other things, the administration of justice is supposed to be open and transparent.  For various reasons, the long story of the events and legal conflict amongst Advanced Glazings, its shareholders, big Toronto venture capital, and conflicted lawyers doesn’t feel that way.  This blog hopes to help change that.

This is the first post in a blog that is intended to tell the AGTL story in a factual, straightforward and simple way.  If you’re interested in the law, rights of small investors, ethical breaches by large law firms, or the working of the NS justice system, I think you’ll enjoy what will be coming out over the next weeks and months.

I’ve already posted background pages on the participants. Links can be found on the menu bar above, or on the bullets below.  If you’re interested in the story, I’d invite you to take a few minutes to read those pages, and also to sign up for email notification.  That way, you’ll be alerted as this story comes out piece by piece.

As a final note, I am pleased to disclose that this site is run by certain common shareholders of the company. It is intended to provide factual unbiased information in the service of openness and transparency.  Should anyone feel that any information is misleading or incorrect, please leave a comment and we will address any errors promptly.

Links to background on the players: