Publican claims adviser had conflict of interest over merger

Well-known publican Frank Gleeson has claimed his former financial adviser, Patrick Burke, had a “palpable and unashamed conflict of interest” because he acted for both sides during a merger of two chains of Dublin pubs, hotels and restaurants.

Mr Burke, now chief financial officer of EMI-MR Investments, registered in Delaware in the United States, represented Mr Gleeson when the Mercantile group merged with the Capital group in February 2016 to form Ardan Advisory Ltd, Mr Gleeson said in an affidavit to the Commercial Court. Mr Gleeson said he was appointed chief executive of the merged company’s operating entity, Mercantile Entertainment Group.

Arising out of a dispute with Ardan’s 70 per cent majority owners, JT Magen (Capital Bars) LLC and Danu Advisory Partners Ltd, Mr Gleeson has brought proceedings alleging they are conducting the affairs of the company in a manner oppressive to him as 30 per cent shareholder.

The principals in Danu are Leonard Ryan and Michael O’Rourke, who founded the Setanta Sports TV business in the 1990s, along with Mark O’Meara, an accountant and investment banker with Bank of Ireland, Mr Gleeson said.

JT Magen is a New York-based construction company, which is primarily owned by Co Kerry-born businessman Maurice O’Regan, along with Michael and John Breslin, who previously owned a scaffolding business in the US, he said.

Among his claims are that there had been “a centrally co-ordinated and orchestrated campaign of oppression against me” in conjunction with Mercantile.

That alleged campaign, he claims, is also in conjunction with EMI-MR, which has brought separate proceedings seeking a €4.6 million judgment against Mr Gleeson over loans to him in 2016.

During 2016, it became apparent the majority shareholders had grown more and more intent on undermining his position as chief executive, through measures including that he did not get monthly management accounts, Mr Gleeson said. He said Patrick Burke had been his trusted adviser for six years in relation to financial matters.

As matters transpired, Mr Burke also acted on behalf of the Breslins in connection with the merger, he said.

Mr Burke is now chief financial officer with EMI, who are suing Mr Gleeson, and is also on the board of Ardan, he said.

A number of things occurred through 2016 which were part of the process of marginalising him and undermining him, he says.

Former Anglo chief They included an attempt to remove the “hard-working and experienced” finance director, John Feeley, and replace him with former Anglo Irish Bank chief executive David Drumm. This suggestion was put to him by Mr Burke, on behalf of Michael Breslin, Mr Gleeson says. He regarded this as “bizarre and misconceived in the extreme” including because of Mr Drumm’s lack of experience in the hospitality industry.

An “extraordinary development” took place on November 4th last when Mr Burke advised Mr Gleeson “Mr Breslin had reached the conclusion that I had been my own boss for too long and Mr Breslin was unable to continue to work with me”.

As a result of “the growing realisation” the merger was not working, discussions began about a potential de-merger but when they did not work out, he says, a “campaign of commercial aggression designed to cow me into submission” began.

Mr Gleeson was put on “gardening leave” on December 21st last. His proceedings alleging shareholder oppression were admitted, on consent, to the Commercial Court yesterday by Mr Justice Brian McGovern. The judge urged the parties to consider mediation.