I am writing to clarify some issues in your article and explain the situation between Emigrant Bank and Mark Hurley involving Emigrant’s 75% owned subsidiary Fiduciary Network.
All of the points I will cover can be found in publicly available information from the transcripts of the arbitration panel and the bank’s filings with the Southern District court in New York. These show that Mr. Hurley deliberately concealed important information from Emigrant Bank (the “SHH” section in your article) at the time that he requested the bank to waive its call option. There is no dispute about most of the facts we rely on in this case.
There is no dispute that Hurley concealed from Emigrant Bank and the Fiduciary Network board, a 70 page confidential information memorandum that he prepared and was using, without the knowledge of Emigrant Bank or the board, to sell the bank’s 75% ownership in Fiduciary Network while Hurley himself was serving on the board of the company. The record shows he shopped the bank’s ownership position to at least the following investors: ABU DHABI INVESTMENT; MUBADALA; BLACKSTONE; CRANEMERE; CYNOSURE; ONTARIO TEACHERS, PRITZKER ORGANIZATION; AND TEMASEK. There is no dispute that he received an unsolicited inquiry from INVUS, a Belgian Family Office, which he did not share with the Fiduciary Network board nor the bank. There is no dispute that he diverted substantial resources of the company without board authorization to prepare for the marketing of Emigrant Bank’s 75% ownership position and that he did not seek board authorization for this project.
I will also comment on Mr. Hurley‘s unsupportable claim that he put Fiduciary Network, its employees, and portfolio in play when he said, “we need a larger investor.” In addition, I will explain why Emigrant Bank is confident that it can run Fiduciary Network well with a different management team. Importantly, notwithstanding any impression created to the contrary, Emigrant at all times retains control of the situation, even in the event that a sales process goes forward, through its contractual right to match any high bidder’s price by simply paying a break-up fee.
Details to be posted shortly.