A businessman who played an early role in a major payroll software business alleges he is being deprived of a €7 million payout for shares held on trust for him.
In a new High Court action, Mark Buckley says he agreed to help the senior management team of Immedis while it was in its infancy and took equity in the company in lieu of fees.
He says his role with the company included advising on business strategy, planning and investment rounds that raised some €73 million.
Immedis was sold in July 2023 to American software company Unite Parent Corp in a major deal reportedly worth €575 million.
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Mr Buckley alleges the former chief executive officer, Ruairi Kelleher, had an 8.2 per cent shareholding that was valued at about €23 million at the time of the sale. Mr Buckley says he is entitled, under a 2018 declaration of trust agreement with Mr Kelleher, to about €7 million of this figure as nearly a third of those shares are held for him on trust.
Despite “repeated requests and promises”, Mr Buckley says he has received nothing.
He claims Mr Kelleher has directed that all payments be made to his own bank accounts in breach of the trust declaration. Mr Kelleher and his investment vehicle, RCD Investments Holdings Limited, which also held shares for some of Mr Kelleher’s relatives, have so far received about €9.4 million as part of the consideration for the Immedis sale, Mr Buckley alleges.
Lawyers for Mr Buckley on Friday secured a temporary High Court order preventing Mr Kelleher and RCD from dissipating below €7.05 million any sums received in consideration for the sale of Immedis shares held by them.
The application came while only Mr Buckley and his vehicle, HMBO Consulting Limited, were in court.
Their barrister, Conor Feeney, said a final €2.3 million cash payment on foot of the Immedis sale is due to be paid to Mr Kelleher and RCD next month.
“Due to the history and the chasing and the promises made and not kept [ . . ] my clients have lost faith they will receive any of that next month,” he said.
Mr Justice Brian Cregan was satisfied he could make the interim injunction sought and directed Mr Feeney to serve the defendants with the order and other legal papers in the case.
He adjourned the case to January 13th – the first day of the new court term – but gave permission for Mr Kelleher and RCD to apply to the court during the holiday period if needed.
In an affidavit to the court, Mr Buckley says Mr Kelleher and Mark Graham had in 2015 and 2017 pitched to him their business plan for Immedis. He says he was at that time chief financial officer of recruitment firm CPL Resources plc, which had 15,000 employees internationally.
He agreed to help the team and to taking equity in Immedis in lieu of fees. In August 2018, Mr Kelleher and RCD executed a declaration of trust in favour of him and his investment firm, he says.
Mr Kelleher and Mr Graham reached a settlement with the Immedis board in late 2021 or early 2022 that resulted in them departing the business and surrendering some of their shares, Mr Buckley alleges.
He says he agreed to the pair’s request for him to be their appointed observer on the board after their departure. He says he attended more than 30 board and company meetings from January 2022 until the full sale completion of Immedis in July 2023.
Mr Buckley alleges he has been corresponding with Mr Kelleher and RCD over the last few months in a bid to secure payment.
He says he recently discovered that Mr Kelleher undertook to use some of the Immedis share proceeds to pay a colleague and to discharge a €1.65 million debt to a marketing firm.
He claims he has also been informed that Mr Kelleher borrowed €2.35 million from his current employer, Eoin Goulding, and used his forthcoming share distributions as repayment security.
He says he later learned Mr Kelleher was being sued in the High Court over a “significant debt” allegedly owed.
He says Mr Kelleher confirmed he paid a number of creditors out of the share sale proceeds but he did not provide amounts. Mr Buckley says he is now concerned that the sums due to him will be used by Mr Kelleher and RCD to satisfy other debts, which he alleges is in breach of the trust declaration.
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