I am taking a very large company to task for illegal acquisition of IP in a company (NewCo) that was one of the two originally merged companies. There was a lot of unlawful and illegal activity in NewCo and they even changed the legal identity in order to hide their past indiscretions. NewCo eventually merged with CoTwo to form BigCo. There were some activities that specifically and absolutely enable NewCo to exist beyond its first three years including IP theft, destruction of company records preventing challenge to unlawful IP acquisition, corruption including a public official, using conflicted interests to enable IP transfer, sharing confidential information, fraud (using two accounting systems to siphon funding from Austrade Grants), and just generally lying about everything. There was collusion among 4 directors of NewCo specifically aimed at getting me out of my company and moving the IP into NewCo. I was promised and had signed for and invested accordingly, a 33.33% share in NewCo. I did not know that two directors of NewCo had incorporated that entity a year before I was made aware that it was operational. They issued me with 1% and wanted me to sign an agreement making me 100% responsible (and liable) for the operations of the IT Division of NewCo. Basically, a move to make me walk away and then they would just keep the IP I was holding. I commenced legal action a few months later when they unlawfully appointed a 3rd director in my company and voted 2:1 to transfer the IP to their office in Sydney and also remove me as a Director and the service contract associated with maintaining the IP. The legal action left me with no money. Their legal work was completed by a very prominent lawyer in Sydney who was also a founding member of NewCo.
The specific activities that enabled NewCo to even exist were:
1) Winning a large NSW Health tender which was awarded to NewCo by a NSW Health Director who was a founding member. I have emails between the NewCo Directors and the NSW Health Director discussing what would be required in order for NewCo to win this very lucrative tender which would bring much needed revenue. NewCo won the Tender. This was reported to ICAC and even though the corrupt activity was obvious, no action was taken apart from asking NSW Health to deal with systemic issues. NewCo was not penalised or required to pay back the funds. NewCo was not banned from future participation. Can I legally publish the ICAC report and the private emails on LinkedIn for example (no disclaimer was included on the emails)?
2) NewCo killed my company. The other director in my company shared all of the confidential business plans and IP propositions with the other NewCo directors. This enabled NewCo to follow my instructions to the letter. They acquired a niche software from the proceeds of the tender awarded in (1), and the associated user base which subsequently provided ongoing revenue to enable NewCo to survive. One of the NewCo Directors destroyed all of my company records preventing me from having any proof of the unlawful transfer of IP.
So back to my question. If NewCo is found to be liable from day 1, (the Directors colluded, committed fraud, were involved in corruption, published false and misleading media for the purpose of obtaining investment), can this be grounds for dissolving or doing something else to BigCo? By the way BigCo is ASX listed at around 90 million.
Thank you to anyone that can provide some insight. I am totally lost to understand how these posers can rip off someone like they have and get away with it as well as make millions and millions from their illegal actions.
The specific activities that enabled NewCo to even exist were:
1) Winning a large NSW Health tender which was awarded to NewCo by a NSW Health Director who was a founding member. I have emails between the NewCo Directors and the NSW Health Director discussing what would be required in order for NewCo to win this very lucrative tender which would bring much needed revenue. NewCo won the Tender. This was reported to ICAC and even though the corrupt activity was obvious, no action was taken apart from asking NSW Health to deal with systemic issues. NewCo was not penalised or required to pay back the funds. NewCo was not banned from future participation. Can I legally publish the ICAC report and the private emails on LinkedIn for example (no disclaimer was included on the emails)?
2) NewCo killed my company. The other director in my company shared all of the confidential business plans and IP propositions with the other NewCo directors. This enabled NewCo to follow my instructions to the letter. They acquired a niche software from the proceeds of the tender awarded in (1), and the associated user base which subsequently provided ongoing revenue to enable NewCo to survive. One of the NewCo Directors destroyed all of my company records preventing me from having any proof of the unlawful transfer of IP.
So back to my question. If NewCo is found to be liable from day 1, (the Directors colluded, committed fraud, were involved in corruption, published false and misleading media for the purpose of obtaining investment), can this be grounds for dissolving or doing something else to BigCo? By the way BigCo is ASX listed at around 90 million.
Thank you to anyone that can provide some insight. I am totally lost to understand how these posers can rip off someone like they have and get away with it as well as make millions and millions from their illegal actions.
