foulston agm

"If your name's not on the list, you're not coming in."

The acrimonious break-up of the RBG law group and its ousted CEO, Nicola Foulston, plumbed new depths last week when Foulston showed up at the company's AGM and was barred from taking part.

Foulston is suing RBG, which includes Rosenblatts and Memery Crystal, for wrongfully dismissing her in January from her £445k-a-year job, to which the listed company has responded by counterclaiming against her.

Foulston, previously the chief executive of Brands Hatch, joined the firm at the behest of RBG founder Ian Rosenblatt to shepherd the group through its IPO. But, she alleges, he subsequently “orchestrated” her removal behind the scenes as a “shadow director”.

Foulston is seeking approximately £1 million in damages from RBG, comprising the equivalent of one year's pay on notice, a £20k pay rise, a bonus equivalent to 100% of her salary, and additional damages and interest.

According to her claim, Foulston was summarily dismissed during a meeting with RBG’s non-executive chairman, Keith Hamill, in which he invited her to “resign and leave”.

Foulston alleges that she replied, “No chance why should I? What have I done wrong?” to which Hamill allegedly responded, “Nothing. There is no mismanagement of the business”, and explained that Rosenblatt “had decided to dismiss her”.

Rosenblatt took umbrage at Foulston’s contention that he was a 'shadow director' responsible for her defenestration, telling RollOnFriday that while he was the company’s largest individual shareholder and therefore “unbelievably irritated and annoyed with the state of the share price and the drama that’s been created”, he had not been involved in the management of the business for several years.

RBG also rejected Foulston’s “gratuitous” allegation about Rosenblatt in its defence, and laid out several justifications for Foulston's summary dismissal.

The company claimed that its ex-CEO "engaged in unacceptable conduct which evidenced a closed-mindedness and intolerance to diversity and inclusion and a discriminatory attitude on grounds of race", which included overlooking an unidentified individual for promotion.

Foulston previously conceded that she used a racial slur at a firm dinner, for which she was publicly reprimanded by Rosenblatt.

RBG's defence and counterclaim alleged that Foulston also breached her fiduciary and director’s duties by placing herself “in positions of unauthorised conflict, preferring her personal financial interests” over her duties to RBG.

That involved misleading RBG’s remuneration committee over Robert Parker, who was RBG’s Chief Financial Officer for three years until he agreed to resign in December 2022, claimed RBG.

RBG alleged that Foulston erroneously represented that Parker was owed £300,000 under his contract, payable to a company, Velocity Venture Capital, of which she was a director and a shareholder. It alleged that Foulston did not disclose "the full nature or extent of the proposed arrangements involving [Velocity] and Mr. Parker and, accordingly, of her interest in the transaction".

It also claimed that at Foulston’s direction, Parker wrote off £73,630 in fees generated by RBG fee-earners who had been working on an intellectual property dispute for Velocity. RBG is now suing to recoup the sum.

Foulston's actions “gave rise to a clear (and not just potential) conflict of duty and interest” between her duties to RBG, “including to minimise write-offs”, and “her personal interest in the write-off of fees payable by VVC [Velocity], by which VVC and (indirectly) she would financially benefit”, RBG said.

A spokesperson for Foulston told RollOnFriday that RBG had reneged on its agreement to retain Parker as a consultant “via Ms Foulston’s company”, Velocity, which is suing RBG for £300k in a separate case.

He added that Foulston was sacked in breach of her contract following "a period where she had presided over growth", and that RBG’s defence was "largely technical and will turn on legal argument which is deployed to seek to retrospectively justify the inadequate basis upon which she was dismissed".

In the background, Foulston’s solicitors wrote to RBG’s lawyers at Herbert Smith Freehills in April offering to settle Velocity’s claim in return for approximately £350,000, and Foulston’s claim in return for approximately £95,000.

In case any readers are still unsure just how much bad blood is swilling between the parties, when Foulston turned up to RBG’s AGM last Friday she was prevented from taking part.

Foulston's spokesperson told ROF that "she attended the recent AGM but was not permitted access, despite the board having discretion to do so, because she was not the legal holder of the shares she has an indirect interest in". 

He said that as a "significant indirect shareholder of RBG", Foulston went to the AGM "to ensure that the good governance arrangements she put in place continue after her departure" and that RBG "continues to be managed in a manner which will generate value for shareholders".

Despite being denied entry, "She intends to continue to play an active role as a shareholder and in particular to scrutinise the board’s approach to remuneration of partners and consultant Ian Rosenblatt. She considers it critical that shareholders have transparency about those arrangements and that they represent appropriate value for shareholders", he added.

RBG's (award-winning) spokesperson told ROF, “She did come, but did not have the correct documentation required by the registrar to allow her to take part in the formal meeting”. 

Meanwhile, the CIO of an institutional shareholder which appears sympathetic to Foulston, LBV Asset Management, wrote to RBG’s board after the AGM to “express my dissatisfaction with the value destruction you have presided over, as witnessed by our share price performance since the beginning of the year”. 

In the letter seen by ROF, Emmanuel De Figueiredo complained that LBV had “put forward 2 ex-CEO’s of bigger AIM listed companies which were taken private, yet they have not been contacted to this date…I was left with the impression that you will not consult with institutional shareholders and the focus seems to be on finding people that, above all, would fit in with the rest of the Board”. When all this fun is possible, why wouldn’t a law firm float?

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Tip Off ROF


Clap 30 June 23 09:44

A £445,000 salary with an expectation of a 100% bonus for being CEO of an unheard of AIM company with a market cap of little over £20m and a share price on a townwards only trend. Shareholders must love the entrepreneurial vigour of the RemCo. 

Anonymous 30 June 23 09:52

"engaged in unacceptable conduct which evidenced a closed-mindedness and intolerance to diversity and inclusion"

Absolutely hilarious.

Mismanagement and incompetence as far as the eye can see, you'd cheerfully sack an employee who was this bad at their job, and yet everyone is still playing the diversity card to try and win PR points.

Let's just get to the natural end point and put it in judicial sentencing guidelines:

"Mr Smith, I am sentencing you to life for bank robbery, a sentence which I am bound to impose on the basis that your crimes were not very inclusive of the needs of vulnerable minorities who might have held funds at the establishment which you targeted were it not for the patriarchy keeping them down and stopping them from making a success of their lives and then compounding that oppression by blaming their failings on what I am informed is known as 'Drill' music".

Every Rosenblatt has its thorn 30 June 23 19:20

Just like every other listed firm (except Gateletly and Keystone for probably differing reasons) Rosenblatt's share price is dwindling faster than a toddler's enthusiasm for dinner having found out it contains broccoli. RBG is a hard "sell" - but I recall a bit of RoF chatter predicting that months ago.

LSE share price:

Moral remains - never invest in a listed law firm.

Former Memery Crystal Employee 01 July 23 13:01

I worked at Memery Crystal for several years and being acquired by RBG is by far the worst thing that happened to the firm. Overnight it went from a well run firm with respected leaders, to being run by a the non-lawyer "management" of RBG (which changes more frequently than the weather) who are at best inexperienced and at worst entirely inept, but never fail to shock their key employees with arbitrary and bizarre decisions.

Nicola was outright rude and unpopular amongst employees (although had some plc experience). She's now gone, but has been replaced by a management team with zero experience in either law or running a plc. Laughable really for a listed law firm. 

Pleased to have got out when I did. Such a shame as the firm really did have some amazing fee earners.

Motley Idiot 01 July 23 19:29

Proof if ever you needed it that the conventional Share Valuation Metrics just don't work with law firms and the incentives for management need to be skewed towards the promotion of staff wellbeing and long-term viability against short-term profit.

A rosenblatt by any other name would still smell like sh!t 01 July 23 20:04

For those who want the synopsis, this is how the story goes for listed law firms:

A little-known law firm run by spivs and chancers which puffs up its prospects goes listed, so they can cash out in one fell swoop the business built by others and make a mint. Acquisitions of other firms are made to assist the distraction from the oringally weak business, the accounts are later found to be full of what is diplomatically referred to as "errors" and the share price falls off a cliff, shortly followed by insolvency, delisting and investors losing everything they invested.

But the spivs and chancers don't care - they're long gone and as far as they are concerned "après moi, le déluge".

Lydia 02 July 23 11:20

Ian R should never have changed the structure. These firms tend to do better if they remain as they are. However on the legal claims here I suspect Ian R is right and Nicola F wrong.

AbsurdinessBrown 02 July 23 23:30


No, that's Indiana Jones and the Hip Replacement .

Memery Crystal sounds like a party drug American newscasters shove up their ########. 

Anonymous 03 July 23 20:50

Strangely on the money with the Ince - Gordon Dadds tie up and the observations on spivs and chancers. When will the SRA actually protect the public and creditors?

Anonymous 05 July 23 08:39

When RB listed, the staff all got bonuses when MC sold to RBG the partners kept everything and moaned about being employees to … employees. 

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