Close-Up: Live issue - High Court clash puts IPG back in the spotlight

After a turbulent few years, Interpublic is poised to defend fresh allegations of financial wrongdoing. John Tylee reports.

Lawyers were this week pressing ahead with moves to head off a High Court case in which Interpublic was set to defend allegations by a former manager that it duped him into accepting shares knowing their value was at risk because of a brewing accountancy scandal.

For both parties, the legal clash, which was to have begun on Monday, threatens to be a costly exercise. IPG is due to be represented by one of Britain's leading QCs, whose bill can be expected to run into thousands of pounds a day.

Barnett Fletcher, 42, who has spent more than two years preparing his case, concedes he could run up close to £1 million in legal fees. "The misery this has caused me and my family over the past three years has been terrible," he says.

Not surprisingly, IPG sees Fletcher not as a man wronged, but as somebody eager to have his day in court and intent on milking the maximum publicity. And by paying top dollar to defend itself, the group is determined to send a strong signal to principals of other companies acquired during its acquisition spree of the 90s who might be thinking of following his example.

The most intriguing part of any impending action is what it could reveal about the investigation into the IPG accounting scandal by the US Securities and Exchange Commission, which has been ongoing since 2003. Even more importantly, it could shed light on what IPG chiefs knew about the scandal and when they knew it. What remains to be seen is whether or not some of the answers to these questions will emerge from the transcripts of interviews given by senior IPG executives to SEC investigators.

IPG declined to release the depositions as part of the disclosure process, pleading confidentiality. Fletcher's lawyers successfully applied to the High Court in early summer to be allowed to see them.

Much of any hearing would likely revolve around what Fletcher, in his statement of claim, calls a widespread practice before and during 1997, under which transactions between IPG operating companies were improperly recorded in order to enhance profitability.

IPG dismisses suggestions of any "culture of misstatement" in accounting entries, or that anything was done either in bad faith or with the intention to falsely boost profitability. It insists that Fletcher suffered no loss or damage through any misrepresentation.

Nevertheless, it's a measure of how seriously the group has taken his claims that it has hired Lord Grabiner, the Labour peer and the country's leading commercial silk, to defend it. Legal experts estimate that with preparation time, brief fee and refreshers, his bill for a two-week trial would hit £100,000.

The case revolves around whether IPG bosses knew about the internal accounting problems that led to its share price plummeting by 24 per cent after the group was forced to restate its results going back to 1997. This was because millions of dollars in charges relating to its internal accounting procedures were not properly recorded.

Fletcher was paid almost entirely in IPG shares when he sold his sales promotion businesses, Barnett Fletcher Promotions and The Really Big Promotions Company, to IPG in 1997. BFP and RBP were rebranded to become part of the McCann Erickson-owned Momentum network.

Fletcher and his wife, Jacqueline, who joined him in the lawsuit, were paid mainly in IPG shares, which, at the end of August 1997, represented a sterling equivalent of just over £4.5 million.

His lawyers were expected to call up to seven witnesses, including former senior McCann managers from the UK and Europe, to support his claim that he was fraudulently misled.

Having extricated himself from his five-year IPG contract in 1999, Fletcher used his shares as collateral to set up two new marketing business, which, he says, he was forced to sell when the stock tumbled.

IPG blames the collapse of its share price from an historic high in the late 90s on a number of factors - a decline in the stock market in general and the ad sector in particular, as well as the billion-dollar hit the group had to take in 2001 resulting from restructuring, goodwill impairment and other matters.

Fletcher alleges that Gil Gingell, the former McCann European chief financial officer, was a strong advocate for payment in IPG stock, arguing that it was "a darling of Wall Street" and "gold-plated" in terms of quality. Mark Dowley, the former Momentum chief executive, is said to have claimed that, by selling to IPG in exchange for stock, Fletcher would make "a great deal of money".

Fletcher argues that it was in IPG's interest to praise the performance of its stock. He claims the group's acquisition policy before August 1997 was funded largely by allocating IPG stock rather than cash to vendors. The success of such a policy, at least in part, depended on vendors being persuaded to accept and retain the stock.

IPG refutes suggestions either that persuading vendors to retain stock for a prolonged period was necessary for the success of its acquisition programme, or that it tried to persuade vendors to do so.

It also denies that any of the executives believed that inter- company transactions posed any problems for the group's financial statements. It claims Gingell was aware and was addressing the problem of inter-company transactions, but that he was unaware of any dishonesty or misrepresentation.

The IPG lawyers indicated they would call neither John Dooner, IPG's chairman from January 2001 until February 2003, nor any other IPG board members as witnesses.

The group, whose witnesses could be expected to include lawyers and accountants, is thought to believe that putting high-profile figures in the witness box would play into Fletcher's hands. "We're not going to make this into any more of a circus than is necessary," an insider says.

Of course, Fletcher's allegations about improper dealings within IPG beg an obvious question. Why didn't he, as a member of Momentum's worldwide management team, know about them? Michael Tackley, his solicitor, claims it was only those with a helicopter view of IPG who would have been able to spot such problems.

Also, why didn't Fletcher involve himself in the class action brought against IPG in 2003 and 2004 that resulted in the group paying out more than $100 million in shareholder settlements? He claims not only that the date on which he sold his companies to IPG was outside the qualifying period for a class action, but that this would not have provided a satisfactory resolution.

"When you've sold your life's work to a company, settling via a class action wouldn't have been appropriate," he explains.

Today, Fletcher works as a sponsorship consultant, mostly in the motorsport sector. The alleged circumstances surrounding the collapse of the stock in which he once had complete confidence has left him bitter and determined to right what he contends has been a deep injustice.

For its part, IPG hopes that a finding in its favour will help draw a line under its turbulent recent history, prove that any financial irregularities have been identified and eradicated and provide an endorsement of the policy of financial transparency set down by its current chairman, Michael Roth.

"We've put ourselves through quite enough public self-immolation," one of Roth's associates declares. "And we're not thieves."

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