Cetera Financial Group, the second biggest independent brokerage firm, rushed out a lawsuit Thursday against two former executives and the private equity firm that formerly owned it in an attempt to prevent them from poaching brokers and managers to work at a rival firm.
The lawsuit, filed in federal bankruptcy court in Delaware by Cetera and its parent RCS Capital Corp, accuses former chief marketing officer Susan Theder and former strategic operations senior vice president Cynthia Hamel of violating noncompetition and other employment contracts.
Theder and Hamel resigned on Feb. 17 to work with former Cetera CEO Valerie Brown at The Advisor Group, which currently operates as AIG Advisor Group and is being purchased by private equity firm Lightyear Capital Group and a Canadian pension fund. The suit also says that Cetera’s chief accounting officer, Ahmed Hassanein, abruptly resigned on Feb. 17 with an effective date of March 2, to join Lightyear.
Brown will serve as executive chairman of the board of the new firm once the purchase is completed, which is anticipated to be in this year’s second quarter, Lightyear said. Until that occurs, Theder and Hamel are working as consultants to Lightyear, the suit says.
Spokespeople for RCS Capital, Cetera and AIG Advisor Group did not immediately respond to requests for comment. Hamel and Theder could not be reached immediately by phone, and Theder did not respond to a message sent through LinkedIn.
Cetera and RCS Capital, which filed in late January to reorganize under a prepackaged Chapter 11 bankruptcy, asked the court to enjoin Hamel and Theder from working for Lightyear or any competitors for one year.
They also asked the court to enjoin Lightyear from directly or indirectly soliciting employees of the ten broker-dealers that operate under the Cetera umbrella.
“Unless enjoined, the Defendants’ actions will cause irreparable harm to the Company’s business and the restructuring, to the detriment of all creditor and stakeholders of the Debtors,” the lawsuit claims.
“It is inevitable that Hamel and Theder will use their practical and deep understanding of the Retail Business and the Company’s operations, and their longstanding relationships with broker-dealers and the independent financial advisors working within the Company network, which relationships were developed during Hamel and Theder’s tenure at the Company, to further the business interests of Lightyear, a direct competitor to the Company.”
Lightyear is led by former PaineWebber chairman and chief executive Don Marron, who created Cetera and then sold it to RCS in January 2014 for about $1.15 billion.
RCS was an affiliate of real estate investment companies owned by Nicholas Schorsch, who was rapidly building a brokerage salesforce to distribute the privately traded REITs and business development companies that he ran. His empire began collapsing in October 2014 after disclosure that his principal REIT company had knowingly filed false financial data with the Securities and Exchange Commission.
The lawsuit claims that Lightyear was among ten firms that in Sept. 2015 signed non-disclosure agreements in connection with due diligence to assess a possible purchase of RCS and Cetera. Lightyear’s hiring of the three executives, and plans to poach other employees and leverage their confidential knowledge of Cetera’s operations and strategies, breach the express terms of the agreement, it says.
“The Plaintiffs are simply asking that the Court enforce the terms of the contracts that Defendants knowingly and willingly signed,” the filing from lawyers at the Delaware firm of Young Conaway Stargatt & Taylor says.
Barring an injunction declaring all the agreements valid and enforceable, the lawsuit seeks a preliminary injunction pending further arguments before the court.
AIG Advisor Group, which is expected to operate as the Advisor Group following the close of the deal with Lightyear, has around 5,200 independent financial advisors between four broker-dealers. Cetera has around 9,100 independent brokers spread across 10 broker-dealers, the lawsuit says.