Tuesday, July 23, 2013

Alarmforce Fires Joel Matlin

It seems to me that, if there's an identifiable corporate executive, it's Joel Matlin, who has long been not only the president, CEO, and founder of Alarmforce, but also its face and voice.  I can't tell you how many times, over how many years, I've heard Matlin's distinctive and calming voice over radio and television telling me that he so wants me to be safe at home that he'll cover the installation and I'll only have to pay a modest monthly fee for the monitoring.  Or something to that effect - I never actually got Alarmforce, but I still think it's been an amazingly effective ad campaign, if only for successful branding.

According to this story on the Star, the Board of Directors fired him this morning.

Matlin isn't just an employee, though.  It looks like he's also a member of the Board of Directors, and holds significant shares in the company.  And according to the Star's story, he's not planning to meet with employment lawyers; he's planning to meet with securities lawyers.

This is interesting and unusual.  Ordinarily, an executive in Matlin's position would pursue very substantial pay in lieu of notice.  This can be severely limited through contract, but - while I don't know the specifics of Matlin's employment contract - that would be a pretty unusual thing to see in these circumstances.  At common law, one would expect Matlin's entitlements to be very substantial.  However, with an employee who is also a director and holds significant share capital, there may be other options:  Namely, it looks like Matlin's going to try to get his job back.  Which will probably entail replacing most of the Board of Directors.

That's going to entail advancing a 'dissident proxy circular' - basically, in advance of the next AGM of the shareholders, nominating directors to compete with the nominees of current management, and asking the shareholders to vote for them instead.  It can be difficult and expensive, in part because shareholders are often passive investors who are pretty disengaged from the process.

I've seen this from time to time:  An organization with a long-standing power structure gets new directors in the door, who aren't happy with how things are being run.  A power struggle begins, and the new directors convince the Board to order an audit of management, the results of which they then use for an ouster.  Once the old order is out, there is often significant litigation, often involving wrongful dismissal and allegations of just cause, and sometimes going further with the new leadership trying to take the old leadership to task for things that they think were improper, sometimes going back years or even decades, or with the old leadership alleging that the new leadership have acted oppressively, etc.  These power struggles can get very nasty.

I don't know the facts of why the Board of Directors wanted Matlin out, but this could well be an interesting fight to watch.


This blog is not intended to and does not provide legal advice to any person in respect of any particular legal issue, and does not create a solicitor-client relationship with any readers, but rather provides general legal information. If you have a legal issue or possible legal issue, contact a lawyer. 

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