FILED: NEW YORK COUNTY CLERK 06/30/ :24 PM INDEX NO /2016 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 06/30/2016 EXHIBIT 1.

Transcription

1 FILED: NEW YORK COUNTY CLERK 06/30/ :24 PM INDEX NO /2016 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 06/30/2016 EXHIBIT 1 Complaint

2 FILED: NEW YORK COUNTY CLERK 04/08/ :03 PM INDEX NO /2016 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 04/08/2016 Marshall Beil Michael Van Riper M CGUIREWOODS LLP 1345 A venue of the Americas (7th floor) New York, New York (212) Attorneys for Plaintiff Benjamin B. Abedine SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK )( BENJAMfN B. ABEDINE, Index No.: / against - Plaintiff, COMPLAINT LORD SECURITIES CORPORATION, Defendant )( Benjamin B. Abedine ("Abedine" or "Plaintiff'), by and through its attorneys, McGuire Woods, LLP, complains of defendant Lord Securities Corporation ("Lord") and alleges as follows: 1. This is an action for defamation, trade libel, tortious interference with contract, and tortious interference with prospective economic relations arising out of the resignation of Benjamin B. Abedine from the employ of defendant Lord and Lord ' s efforts to disparage Abedine's reputation in the marketplace by misrepresenting the circumstances of his resignation to third-parties, destroying Abedine' s tax preparation practice without justification, and by falsely and materially misrepresenting Abedine's actions on behalf of and as an officer of non-party Broad Street Contract Services, Inc. ("Broad Street"). 1 of 10

3 PARTIES 2. Abedine was Managing Director at Lord until his resignation in December Abedine is currently the Vice President of Broad Street. Until recently, Broad Street provided equity ownership services to clients engaged in structured finance transactions. Broad Street is not a party to this action, but is a respondent in a related arbitration commenced by Lord. 3. Lord provides administrative and management services to clients engaged in structured finance transactions. 4. Structured finance transactions use bankruptcy-remote special purpose vehicles ("SPVs") to allow clients to borrow against receivables or other assets while minimizing their risk and the risk to lenders and investors. 5. SPVs take a variety of corporate forms, including corporations, LLCs and limited partnerships. Generally speaking, Broad Street holds the common equity or membership interest in these SPVs through its wholly owned holding companies and ensures that the SPVs observe the requirements of their respective corporate form - what are known as equity ownership services. Lord provides administrative and management services to the clients in the structured finance transactions. PRIOR PROCEEDINGS 6. Lord is plaintiff and Abedine defendant in the matter of Lord Securities Corporation v. Benjamin B. Abedine, Index No /2014 (Sup Ct. N.Y. Co. Dec. 16, 2014) (the "Lord action") in which suit Lord's claims, among other matters, that Abedine breached hi s consulting agreement with Lord, dated May 1, 2014 (the "Consulting Agreement"). 7. Lord's second amended complaint in the Lord action is currently subject to a motion to dismiss by Abedine. Consequently, Abedine is not yet obligated to and has not yet 2 2 of 10

4 filed an answer or counterclaims in the Lord action. Abedine reserves the right to assert the claims stated herein as counterclaims in the Lord action. THE RELATIONSHIP AMONG LORD, BROAD STREET, AND ABEDINE 8. Lord and Broad Street worked together to provide services to clients pursuant to the terms of an Equity Ownership Services Agreement ("EOSA") among Lord, Broad Street, and Peter H. Sorensen, dated September 21, 2005, with an original term of ten years. Prior to that agreement, Lord was an affiliate of Broad Street, both of which were then owned by Mr. Sorensen. In 2005, Mr. Sorensen sold Lord to non-party Computershare, Inc. in 2005 and entered into the EOSA with Lord. Mr. Sorensen continues to own Broad Street. 9. In summary, Broad Street agreed under the EOSA to provide equity ownership services exclusively to Lord's and Broad Street's clients during the term of the EOSA. Lord provided administrative and management services to those clients. THE CONTRACTUAL RELATIONSHIP BETWEEN LORD AND ABEDINE 10. Abedine was formerly employed by Lord as a Managing Director for eight years (and as Chief Financial Officer for five years prior to that) but resigned from that position on December 4, At Lord's request Abedine continued to perform his duties at Lord whi le also serving as an officer of Broad Street. 11. At the time of Abedine's resignation, he was an officer of Broad Street. Abedine had been an officer of Broad Street continuously from 2000 through 2005 and from 2009 to present. Lord knew that Abedine was an officer of Broad Street at the time; in fact, it was critical to the functioning of both companies as Lord provided services on behalf of companies Broad Street owned. Likewise, when Abedine signed the Consulting Agreement, Lord knew Abedine was an officer of Broad Street. 3 3 of 10

5 12. In April 2014, Abedine formally agreed to serve as a consultant to Lord pursuant to the terms of the Consulting Agreement. The Consulting Agreement expired according to its terms on July 31, Abedine then ceased performing services for Lord. 13. Exhibit A to the Consulting Agreement lists services to be provided by Abedine. It specifically excludes services provided by Abedine as an officer of Broad Street. LORD DESTROYS ABEDINE'S TAX PRACTICE 14. While in Lord' s employ and with Lord' s knowledge and acquiescence, Abedine entered into contracts with clients of Lord for the provision of tax preparation services. Lord did not, and does not, provide such services itself. Abedine also prepared and/or assisted in preparing Lord's tax returns. 15. Among Abedine's tax clients were Lord clients Deutsche Bank Securities, Inc. ("Deutsche Bank") and JP Morgan & Co. ("JP Morgan"). 16. On or about February 25, 2015 Lord instructed Bill Kelly and Mary Conners, both employees of Deutsche Bank, that, because Abedine was no longer performing services for Lord, Lord had retained a separate accounting firm to perform tax preparation services for Deutsche Bank, despite Abedine's contract with Deutsche Bank. 17. Deutsche Bank then terminated Abedine's tax preparation services on Lord's instructions, despite having agreed to Abedine's services just days before. On March 13, 2015, Deutsche Bank sent an to Abedine, which Lord's internal counsel had drafted, terminating Abedine's services: Please be advised Deutsche Bank has contracted with another accounting firm through Lord Securities Corporation and that firm is handling the filing of the tax returns for Saratoga, Monterey, and Montage. Do not file the returns you reference in the below. 18. On or about March 13, 2015, Lord instructed Brian McCarthy, an employee of JP 4 4 of 10

6 Morgan, that, because Abedine was no longer performing services for Lord, Lord had retained a separate accounting firm to perform tax preparation services for SPV s and holdings companies sponsored by JP Morgan, despite Abedine's contract with JP Morgan. 19. JP Morgan then terminated Abedine's tax preparation services on Lord's instructions, despite having accepted the tax returns that Abedine had completed a day earlier. On March 13, 2015, JP Morgan sent an to Abedine, which Lord's internal counsel had drafted, terminating Abedine's services: Please be advised JP Morgan has contracted with another accounting firm through Lord Securities Corporation and that firm is handling the filing of the tax returns for Chariot and Jupiter. Do not fil e the returns you reference in the below. 20. Lord also directed JP Morgan not to pay Abedine for services already rendered. Abedine invoiced JP Morgan for his preparation of SPV holding company tax returns for On or about March 30, 2015, Lord employee Lori Gebron told McCarthy that JP Morgan should not pay Abedine for those services. 21. Evidently incredulous at this vindictive instruction, McCarthy wrote Lord on March 30, 2015 for confirmation: 2014 returns. As you directed on this morning's call, I am forwarding to you the invoices I received from Ben Abedine for preparation of Chariot and Jupiter' s holding corporation 2014 tax returns, and noting your advice that we should disregard them rather than paying them, and your comment that Lord Securities would deal with the repercussions, should any anse. 22. Gebron responded to McCarthy as follows: Thank you Brian. I confirm receipt. And thanks to you all for your time this morning. 23. As directed by Lord, JP Morgan did not pay Abedine for his preparation of these 24. Lord's interference also caused Abedine to lose his agreements to provide tax preparation services to Deutsche Zentral-Genossenschaftsbank, Citibank, the National Football 5 5 of 10

7 League, and Metlife Insurance Company, among others. 25. These and other actions had the effect of preventing Abedine from perforn1ing services pursuant to his agreements with his clients, from being paid for services performed for those clients, and from obtaining future engagements from clients for which he had prepared tax returns for many years. LORD'S DEF AMA TORY ST A TEMENTS 26. On March 13, 2015, Gebron falsely informed Elaine Lo, an employee of JP Morgan, that Abedine had been "let go" by Lord - that is, that Lord had terminated Abedine for cause. In fact, Abedine had resigned from Lord and then performed services for Lord pursuant to a Consulting Agreement that had expired on July 31, Upon information and belief, Lord has made similar false statements to other clients in the business of structured finance, falsely representing that Abedine was terminated for cause by Lord. 28. Among the holding companies previously owned by Broad Street was ALMA Holdings, Inc., ("ALMA Holdings") a holding company that owned the majority of shares in LMA, S.A., an SPY initially created for Credit Lyonnais, which was later acquired by Credit Agricole CIB ("Credit Agricole"). 29. On or about October 16, 2015, Broad Street transferred its ownership interest in ALMA Holdings to 48 Wall Street Holdco, Inc. an entity designated by Lord, in accordance with a request by Credit Agricole. 30. Lord subsequently demanded that Sorensen, Broad Street' s owner, relinquish his role as a director of LMA and Ester Finance Titrisation, S. A. ("Ester") and transfer his sole shares in LMA and Ester. 6 6 of 10

8 31. Pursuant to an agreement among Credit Agricole, Broad Street, and Sorensen, Sorensen received directorship fees for his role as a director of Ester. 32. On or about March 28, 2016, Abedine contacted Credit Agricole to ascertain whether Credit Agricole would pay directorship fees still owed to Sorensen. Abedine then learned from Ludovic Langnier and Richard Sinclair, both employees of Credit Agricole, that Lord had falsely represented to them at Credit Agricole that Broad Street and Abedine had never consented to the transfer of ALMA Holdings and had not transferred ALMA Holdings. In fact, Broad Street had complied with the transfer request nearly six months earlier and either Lord or its designee were at the very time they were making false statements to Credit Agricole were holding those transferred shares. 33. Lord's false statements are defamatory, intended to poison Abedine's unblemished and outstanding reputation in the marketplace for integrity, client service, faithfulness and attention to detail. 34. Upon information and belief, Lord further instructed Sinclair and Langnier not to respond to further communications from Abedine or Broad Street. Sinclair and Langnier have since not responded to additional communications from Abedine. 35. Upon information and belief, Lord has made similar defamatory statements to clients engaged in the structured finance industry, including to JP Morgan and Deutsche Bank in the course of directing those two companies to terminate Abedine's tax preparation services. FIRST CAUSE OF ACTION (Defamation) 36. Lord made false statements to clients of Abedine and Broad Street including JP Morgan, Deutsche Bank, Credit Agricole, McCarthy, Kelly, Conners, Lo, Sinclair, and Langnier without authorization from Abedine, including false statements that Lord had terminated 7 7 of 10

9 Abedine for cause and that Abedine had failed to transfer ALMA Holdings to Lord. 37. Lord' s false statements were intended to and in fact did damage Abedine's reputation in the marketplace. SECOND CAUSE OF ACTION (Trade Libel) 38. Lord made false statements to clients of Abedine and Broad Street including JP Morgan, Deutsche Bank, Credit Agricole, McCarthy, Kelly, Conners, Lo, Sinclair, and Langnier without authorization from Abedine, including false statements that Lord had terminated Abedine for cause and that Abedine had failed to transfer ALMA Holdings to Lord. 39. Lord made these false statements with malice and ill will. 40. Lord' s false statements were intended to and in fact did impugn Abedine's considerable talents in the provision of ownership, management, and tax preparation services to clients in the business of structured finance and have substantially impaired his ability to market his services to such clients. THIRD CAUSE OF ACTION (Tortious Interference with Contract) 41. Abedine had a valid agreement for the provision of tax services with JP Morgan and Deutsche Bank and others who were clients of Lord. 42. Lord had knowledge of these agreements. 43. Lord intentionally, without justification, and with the malicious intent to deprive Abedine of the benefits of his agreements directed JP Morgan and Deutsche Bank and its other clients to terminate Abedine's services and not engage Abedine for future tax preparation services. Lord further directed JP Morgan not to pay Abedine for services rendered. 44. As a result, Abedine has lost fees he would have otherwise received pursuant to 8 8 of 10

10 these agreements, did not receive monies owed pursuant to these agreement and did not receive future engagements pursuant to these on-going tax representation agreements. FOURTH CAUSE OF ACTION (Tortious Interference with Prospective Economic Relations) 45. Abedine had a long-standing business relationship with, among others, JP Morgan, Deutsche Bank, and Credit Agricole. Agricole. 46. Lord knew of Abedine's relationship with JP Morgan, Deutsche Bank, and Credit 47. Acting with malice, spite and ill will and using dishonest means, with the sole intent to deprive Abedine of his good reputation and long-standing business relations,, Lord misrepresented to JP Morgan, Deutsche Bank, and Credit Agricole, among others, that Abedine had been terminated for cause and that he refused to effectuate transfer requests. 48. Lord further instructed Credit Agricole not to respond to further inquiries from Abedine, even though Abedine was acting on behalf of Broad Street, a party providing services directly to Credit Agricole's affiliates. 49. As a result, Abedine relationships with JP Morgan, Deutsche Bank, and Credit Agricole, and others have been substantially damaged and his ability to do business in the future has been unfairly, unlawfully, and inappropriately curtailed. WHEREFORE, plaintiff prays for judgment against defendant: A. Awarding to plaintiff damages in an amount to be proven at trial with prejudgment interest due thereon according to law; C. Awarding to plaintiff punitive damages according to proof at trial; D. Awarding to plaintiff attorneys' fees, costs of suit, and reasonable disbursements; 9 9 of 10

11 E. Ordering all such other legal and equitable relief as the Court may deem plaintiffs entitled to receive. Dated: New York, New York April 8, 2016 Marshall Beil Michael Van Riper McGurREWooos LLP 1345 Avenue of the Americas, ih Floor New York, NY Phone: (212) Fax: (212) Attorneys for Plaintiff Benjamin B. Abedine To: Steven Mintz Terence McCormick MINTZ AND GOLD LLP 600 Third Avenue 25th Floor New York, New York Tel: (212) Attorneys for Defendant Lord Securities Corporation _ of 10