Voting rights for British financiers Luxembourg Companies associated with Novalpina Capital will continue to suspend trading, and Novalpina Capital’s fund owns a majority stake in the spyware company NSO Group. Luxembourg The court has ruled.
Although this may not be permanent, this decision seems to mark a setback for the financier Stephen Peel, Stephen Peel, a former Olympic rower, and his two long-term business partners Stefankowski and Barbara. A fierce legal dispute broke out between Stian Lucan.
At stake is the future ownership and control of a key Novalpina investment: NSO Group, an Israeli surveillance company whose technology is said to be used against journalists, activists, and human rights defenders around the world.
The leaked WhatsApp messages seen by the Guardian indicate that this increasingly fierce battle seems to have started in August 2019.
Peel’s wife Yana Peel filed a lawsuit against The Guardian, and the differences between the partners seem to have sparked a debate about Novalpina’s complex company structure.
According to the news, the core of the disagreement is Peel’s argument that a Luxembourg entity named Novalpina Capital Group Sarl (NCG Sarl) should only be used as a “passive investment vehicle for trading/funds.”
The news indicated that Peel requested a reorganization of the company’s structure in the context of the lawsuit, which created tension between the three and eventually led Peel to conclude that the company should be liquidated.
In a WhatsApp message sent to his two business partners on August 20, 2019, Peel said: “Please do not send emails to Sarl. We have a lawsuit with Guardian and may be disclosed.”
He later wrote: “Bastien, please tell (CFO) to delete the email about Sarl’s forum [sic] The holding company has 100% control. The Guardian believes that the term “forup” refers to “formal holding company.”
I don’t know if any action has been taken.
“For me, it doesn’t work for Sarl to own a vehicle that does anything other than passive investment. We need another solution,” Peel wrote.
Lucan fought Peel back. “I think we still need to discuss Sarl,” he wrote. “You may know that there are agreements that accurately describe Sar [sic] Actively managing the Novalpina Group. In fact, it is not a passive investment tool at all. “
He continued, referring to the Guardian’s lawsuit: “According to all the evidence in the article and agreement, Sarl is not a passive investment tool and never intended to be. I just don’t understand where you followed this.”
When the chat turned to possible reorganization of the company, which had entities in the United Kingdom and Luxembourg and other jurisdictions, Lueken initially seemed to reject the partner’s proposal to create a new entity in the company. Cayman Islands In order to meet Peel’s call, “Sarl” is only used as a passive investment tool.
Public records in the Cayman Islands show that a few weeks after the exchange, on September 16, 2019, an entity called Novalpina Vision Limited was created.
The Guardian asked Peels a series of questions about the WhatsApp conversation. Yana Peel’s lawyer stated that she was not the recipient or author of these communications, nor did she understand these communications, nor did she understand any emails or information exchanged between Peel and its partners.
The lawyers stated that the WhatsApp messages seen by The Guardian were “highly ambiguous excerpts” of “presumed exchanges.” They questioned whether the information was sent and said that Stephen Peel had no record of this information.
They also stated that any suggestion that he violated or interfered with any disclosure obligation is false and seriously defamatory.
The Guardian reported this year that Yana Peel’s hundreds of thousands of euros in legal fees were paid by her husband to the NSO Group-a move that apparently angered his partners.
Stephen Peel’s lawyer said at the time that the “method” of paying attorney fees had been approved by Kowski and Lucan, and he strongly opposed the claim that the payment of claims for expenses was the source of disagreement between partners.
Peel, Lueken, and Kowski are all now involved in a legal dispute over the future ownership of the company they created.
In January 2021, the six voting managers of NCG Sarl, including Kowski and Lueken, suspended Peel’s voting rights. A document seen by The Guardian stated that this action was taken because of alleged “violation” of Peel’s contractual obligations and alleged “violation of the company’s interests.” Peel’s lawyers stated that any allegations against him were “completely unfounded”.
This week, after Peel initially won an injunction to prevent the suspension of his rights, a Luxembourg court agreed to repeal the injunction, effectively allowing the suspension to take effect., The litigation between the partners continues in court. The litigation may take several years.
In a letter sent to the limited partners of Novalpina Capital Partners after the decision, Kowski and Lueken wrote that the court order will not affect Peel’s “right to decide” as a member of the investment advisor’s management.
Peel Law Firm said: “The verdict only conveyed the positions of the parties, and ultimately ruled on the procedures followed by Mr. Peel.”
Peel strongly denied that he had ever acted against the interests of the company.
Kowski declined to comment on the WhatsApp transaction and shareholder dispute. Lueken did not respond to a request for comment.
