Supreme Court rules on ILG leadership

19 October, 2018 by Deborah Jackson

The Supreme Court of New South Wales (NSW) has overturned the termination of Independent Liquor Group (ILG) CEO, Paul Esposito, and reinstated Chairman Chris Grigoriou and Directors Sergio Colosimo and Kent Walker.

The CEO, Chairman and two Directors were ousted on Tuesday 16 October, by fellow Directors Malcolm Russell, Michael Thomas, Kylee Dennis and David Mellor. Russell then assumed the position of interim CEO and Chairman, with Michael Thomas taking on the role of Deputy Chairman.

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Also ousted on Tuesday was Company Secretary Suzanne McArthur who was replaced by Andrew Ireland, but the Court today also deemed McArthur’s termination and Ireland’s subsequent appointment as being invalid.

The Supreme Court today ruled that until further notice the rebel board members are restrained from acting on the basis that the 16 October meeting was validly called or any business was validly conducted.

The leadership spill has played out very publicly with statements, accusations and rumours circulating throughout the industry over the past couple of days.

None of Russell, Thomas, Dennis or Mellor attended the Supreme Court this morning. TheShout has reached out to Russell and Thomas for comment and will update with further information as it becomes available.

ILG’s Annual General Meeting (AGM) will be held on Monday and Grigoriou will open the AGM and invite a motion for his re-election as Chairman.

It is understood that existing Directors including Colosimo, Grigoriou, Dennis, Russell and Damien Bottero will stay on and the remainder of the 10 will be elected from the choice of Peter Cox, Douglas Dalley, Leigh David McCracken, Robert McGhee, David Mellor, Shaughn Murphy, Steven Speed, Michael Thomas and Kent Walker.

Following the Supreme Court’s ruling, Chairman Grigoriou told TheShout, “ILG has been returned back to its members, we look forward to the AGM on Monday”.

A statement was issued to Members, Suppliers and Staff of ILG following today’s Supreme Court proceedings. It read as follows:

19 October 2018

Dear Members, Suppliers and Staff of ILG

This morning in the Supreme Court of New South Wales, Justice R. McDougall ordered that ILGD, ILGS, Malcolm Russell, Michael Thomas, David Mellor and Kylee Dennis NOT act on the basis that the 16 October 2018 purported Board meeting attended by those four directors and Andrew Ireland was validly called or that any business conducted at that meeting was validly conducted, until further order of the Court.

In other words, ILG must proceed at the present time on the basis that the resolutions passed at that meeting are of no effect and the status quo prior to that meeting has been restored.

That means that at the present time:

  1. Chris Grigoriou is the Chairman of ILG. The purported appointment of Mr Russell is to be regarded as invalid.
  2. Paul Esposito remains the CEO of ILG and is free to return to carrying out his normal duties. The purported summary dismissal of Mr Esposito is to be regarded as invalid.
  3. Sergio Colosimo remains a director of ILG. The purported removal of Mr Colosimo is to be regarded as invalid.
  4. Kent Walker remains a director of ILG. The purported removal of Mr Walker is to be regarded as invalid.
  5. Suzanne McArthur remains the Company Secretary of ILG. The purported termination of Suzanne McArthur is to be regarded as invalid.
  6. Andrew Ireland is not the Company Secretary of ILG. His purported appointment is to be regarded as invalid.
  7. Herbert Smith Freehills remain the co-operative’s lawyers. The purported termination of Herbert Smith Freehills is to be regarded as invalid.
  8. The purported direction to the CFO and HR Manager to take leave until 30 October 2018 and not contact ILG, any ILG staff or Mr Esposito is to be regarded as invalid.
  9. The notice of AGM dated 28 September 2018 constitutes the agenda for the AGM. The purported notice of AGM dated 16 October 2018 is to be regarded as invalid.
  10. The purported resolutions that ILG pay Mr Russell’s, Mr Thomas’, Mr Mellor’s and Ms Dennis’ legal and other expenses (including for the engagement of security personnel) are to be regarded as invalid.

This was a very pleasing and satisfying result as it now allows the ILG staff to return to their office in Erskine Park and to return to work without the threat of external security guards watching their every move. The ILG staff have been amazing through this extremely difficult and emotion charged four days.

In summary, the status quo has been returned!!! The status quo will remain in place unless the Court later orders otherwise.

The AGM next Monday will now proceed as planned with the Brands Conference, Trade Expo and Members Dinner.

The first item of business at the AGM will be that Mr Grigoriou will invite a motion for the election of the Chairman of the AGM. We would appreciate your support for Mr Grigoriou to act as the Chairman of the AGM.

If members do vote to support Mr Grigoriou to act as Chairman of the AGM then the next item of business will be resolution 4 of the notice of AGM dated 28 September 2018. That involves a vote for all Board positions. We would each appreciate your support in that vote.

We are all extremely grateful and indebted for the amount of support that we have received from all quarters.

From current and former members, from current and former suppliers, from former staff and from even our competitors. It has been very heartening to know the level of goodwill and emotional attachment that ILG has within the liquor industry.

While this has been a black period for ILG and it may take some time to fully recover after today’s Supreme Court decision we can now see a bright light at the end of the tunnel that may ultimately make us even more united as a Co Operative.

Thank you everyone.

Signed.

Chris Grigoriou (Chairman)

Damian Bottero (Director)

Kent Walker (Director)

Sergio Colosimo (Director)

Peter Cox (Director)