[35]Expert Report of Myron T. Steele dated 4 March 2015 (Steele Report). The venerable business publication, owned by Integrated Whale Media and the Forbes family, said in a news release that it had reached an agreement to merge with Magnum Opus Acquisition, a publicly traded blank-check firm. Things had gotten so bad for the company that in 2006 it had to sell its Manhattan headquarters building to raise money. The email is friendly (it begins Hi Sammy) and constructive in tone, refers to the board meeting and CEO Conference (I hope you and your colleagues were pleased with our first board meeting and with the CEO Conference, which I thought was a knock-out success ). The platform helps entrepreneurs and founders connect with like-minded people, collaborate, as well as publish posts on Forbes.com. But since that purchase, there have been several instances of editorial meddling on stories involving China that raise questions about Forbes magazines commitment to editorial independence. The main factual issue as to whether there is a substantial dispute concerns the alleged arrangement with respect to the 1 October Interest made or not made between senior representatives of the parties during a breakfast meeting in Hong Kong on 26 October 2014. would control the present matter and would allow evidence of waiver, estoppel, or modification. The full purchase price, including earnouts, was. Listed in paragraph 30 of Integrated Whales Outline of Submissions of the Applicant dated 9 April 2015. (eds.) Integrated Whale also submitted, as set out in the Veasey Report, that the entire agreement or integration clause is irrelevant as there is no attempt by it to rely on prior or concurrent agreements or understandings and that there is a clear and fundamental disagreement of opinion on this question between two prominent experts on Delaware law. The Delaware cases I have cited, such as [Pepsi-Cola Bottling Co. of Asbury Park v. Pepsico, Inc., 297 A.2d 28 (Del. There has not been disclosure from either side beyond the exhibits in evidence on this Application. Historically, most print publications (with the exception of Forbes) were sold at a loss. At @ProjectLincoln we are constructing a database of Trump officials & staff that will detail their roles in the Trump administration & track where they are now,he tweeted Saturday. In Salford Estates the court had found that the debt was not disputed on genuine and substantial grounds but went on to grant a stay of the petition in favour of arbitration. The substantial injustice ground advanced by Integrated Whale. Under terms of the $415 million deal, the investment team paid $350 million cash and took a $65 million loan from the Forbes family. Forbes, who was born in Scotland, became an American citizen in 1917 the same year he started the magazine that would bear his name. [53]Listed in paragraph 30 of Integrated Whales Outline of Submissions of the Applicant dated 9 April 2015. Both experts on Delaware law are highly qualified. Substantial injustice ground advanced did not really include matters independent of issues raised on substantial dispute ground were it to have been found there is no substantial dispute, these matters do not tend to assist in providing an independent reason for Court to exercise its discretion to set aside statutory demand. Mike Perlis, the current CEO, will carry on as head of the companys management team. In Wong Affirmation 1, Wong confirms that Integrated Whale is solvent and is able to pay the principle sums and interests that fall due under the Notes pursuant to the timing as prescribed in the Notes.. Forbes was very good to me, Chang told me. From the 2009 Times report: "Steve Forbes recently returned from opening up a Forbes magazine in India, bringing the number of foreign editions to 10." About Integrated Whale Media Investments Newly-formed Integrated Whale Media Investments (IWM) is based in Hong Kong and consists of a group of international investors. The site, like the magazine, publishes many lists focusing on billionaires and their possessions, especially expensive homes, a critical aspect of the website's popularity. From the late 1940s to the mid-1960s whale meat was the single biggest source of meat in Japan. Fortune November 2018. A decade ago, he was appointed executive director of the familys C.P. Accordingly, there will be an order setting aside the Demand. His company is one of the worlds largest PC vendors and the biggest motherboard manufacturer globally. (Roy directed my queries to a Forbes spokesperson. CP Group was founded even earlier in 1921 as Chia Tai, a shop selling seeds in Bangkok's Chinatown, by his grandfather, Ek Chor Chia, and great uncle, both speakers of Chinese dialect Teochew who had just emigrated from Guangdong Province. FORTITUDE. It has shown that there is a substantial factual dispute respecting the asserted agreement or understanding allegedly made at the Hong Kong breakfast meeting between Wong and Forbes on behalf of Integrated Whale and Highlander, respectively. , set up as his personal investment company, independent of C.P. It is important to bear in mind that in winding up proceedings one is considering always a class remedy and not a private [one] between the petitioner and the company. He brought the magazine's circulation from 100,000 to 720,000. Integrated Whale asserted in respect of costs that it was entirely successful on the Application in that the Demand was set aside; there is no basis, and it would be wrong in principle, to penalise Integrated Whale (by way of any form of costs reduction) in respect of the Court electing not to choose to set aside the Demand on the substantial injustice ground; and that there should be no reduction of Integrated Whales costs in respect of the Delaware proceedings hearing on 11 February 2016, in part because the costs of and incidental to the hearing of 11 February 2016 naturally arose out of the developments which are out of Integrated Whales control. Also Integrated Whale seeks an interim payment of costs. "Our vision is to establish Fortuneas the world's leading business media brand, with an always-on reach and global relevance," Jiaravanon said in a statement. Had proceedings in Delaware been commenced earlier and were more advanced, it is possible that there would have been a prior determination there (perhaps on a summary judgment motion) of the strength on the defences of Integrated Whale, particularly on legal issues under Delaware law, and which this Court would have wanted to consider in dealing with the Application to set aside the Demand. Coverage of China in Forbes these days, he said, is disheartening and lame.. Newly-formed Integrated Whale Media Investments (IWM) is based in Hong Kong and consists of a group of international investors. He says that Wong said I understand and nodded. Bryce Ashworth v Newnote Limited [2007] EWCA Civ 793, paragraphs 33 34; Collier, paragraph 21. In summary, Steele opined on the principal legal issue that the Notes would be enforced under Delaware law strictly in accordance with their terms even if Integrate Whale establishes that the arrangement alleged by Integrated Whale was in fact made. At its peak in 1964 Japan killed more than 24,000 whales in one year, most of them enormous fin . After failing to find a buyer, Forbes suspended publication of these two magazines as of May 17, 2007. Fortune and CP Group both have storied histories. Their costs submissions had regard to the outcomes on what may be seen as three aspect of this Application: (a) the substantial dispute issue, on which the Integrated Whale succeeded and obtained the central and important relief it sought, which is the setting aside of the Demand; (b) the alternative substantial injustice issue on which the Integrated Whale did not succeed and which was heard at the same time as the substantial dispute issue; and (c) the Delaware proceedings aspect of the substantial dispute issue, which was raised by the Integrated Whale more recently and resulted in a hearing with leading counsel on 11 February 2016, and which this Court found did not involve any kind of admission by Highlander of a substantial dispute, as Integrated Whale had asserted was the case. Integrated Whale also seeks to invoke this Courts discretion under Section 157(2)(b) of the Act to set aside a statutory demand if the Court is satisfied that substantial injustice would otherwise be caused (for a reason other than the reason in Section 157(2)(a) of a defect in the demand). There are various other similar statements by Wong, all to the effect that it would not have made sense to Integrated Whale to jeopardize everything and risk accelerating the Notes over a relatively very small sum, and particularly when it was able to pay it, and shortly thereafter did pay it. [29]Arena Corporation Ltd. v Schroeder [2004] EWCA Civ 371, paragraph 53. This Court would not exercise its discretion under Section 157(2)(b) of the Act in favour of setting aside the Demand based on an exclusive jurisdiction clause, even if its determination is, as appears to be the case based on the expert evidence, that there is an exclusive jurisdiction clause in favour of the courts of Delaware applicable to the dispute about the alleged accelerated debt. be in writing to be effective [emphasis added]. Business leaders like Warren Buffett and Elon Musk have been near the top of the list for years. And that its not an opinion columnist, but the companys chief content officer who clearly states he is speaking for Forbes, not just himself. This [non-payment] was purely an oversight on the part of [Integrated Whale which was fully able to discharge this modest sum [the 1 October 2014 Interest].. But the Hong Kong companys purchase seemsas if it weakened the publications reporting on China, and serves as a warning lesson for other formerly storied media outletsthat might consider Chinese buyers in the future. Wong proposed that they combine the 1 October Interest together with our next interest payment to [Highlander] (i.e. In Conclusion Respondents Chronology for Hearing on 14 April 2015. Integrated Whale acquired an 80 percent stake with cash, another person briefed on the matter recently said. Integrated Whale disputes that the acceleration could occur in light of the arrangement at the breakfast meeting or that the alleged accelerated sum became or is due. on Communist China Owned Integrated Whale Media Investments Start their Purge. While he may not be a household name yet, his uncle. Highlander asserted in respect of costs that the three aspects above were three issues upon which there was divided success. Lane uses the word lie, lies, liar or lied nine times in his piece three times in the first paragraph alone. Of course, now that ownership has been decided, sources say that the printed magazine, which now accounts for less than half the companys revenue, will see its frequency cut from 18 times a year to 14. As indicated above, this Application does not require this Court to determine the dispute. Wong Affirmation 1, paragraphs 33 35 and 39 40. Highlander submits that the alleged arrangement, even if found to have been made, can have no legal effect because of (a) an entire agreement or integration clause in the Notes, , and (b) a clause in the Notes requiring any modification to be in writing. This story has been shared 100,140 times. In 1982, the magazine started the well-known series of the Forbes 400, which features the wealthiest 400 Americans each year. Even if Integrated Whales allegations concerning oral representations it received from [Forbes] were true, under Delaware law those oral representations would be without effect. However, a court hearing both men, and other witnesses, in person and under cross-examination, and seeing other documentation in the 1 October to mid-November 2014 period, could find that at least to some degree each was focused on what was most important in his mind at the time, and was hearing or thought he was hearing what he wanted to hear. First it submitted that Integrated Whale should have its costs of the substantial dispute issue but commencing only when Integrated Whale articulated its position on the substantial dispute issue. In legal terms, Integrated Whale asserts a waiver and estoppel, which are doctrines recognized under Delaware law (as explained in expert evidence discussed below). Forbes was assisted in his later years by his two eldest sons, Bruce Charles Forbes (19161964) and Malcolm Forbes (19171990). As noted above, his focus is on the amendment/modification and waiver provisions in the Purchase Agreement and Notes. This Court reviewed the Delaware court materials, which do not yet include a defence but include materials of both sides on a motion by Integrated Whale challenging the bringing on proceedings in Delaware at least in part on the basis of this Application and the Demand. B.C. It was not a party to the Purchase Agreement. CP Group was founded even earlier in 1921 as Chia Tai, a shop selling seeds in Bangkok's Chinatown, by his grandfather, Ek Chor Chia, and great uncle, both speakers of Chinese dialect Teochew who had just emigrated from Guangdong Province. [36]Expert Report of E. Norman Veasey dated 9 April 2015 (Veasey Report). In 2014, the Forbes family sold a majority stake to the Hong Kong-based investment group, according to BBC. [10][11] Forbes provided the money and the name and Drey provided the publishing expertise. Photographer: Taylor Weidman/Bloomberg. He therefore appears to make it clear that amendment and waiver are distinct concepts in the Purchase Agreement. If the alleged substantial dispute does not meet a minimum threshold for a substantial dispute, factually or legally, the Demand should not be set aside. The Forbes family is suing Integrated Whale Media, the Hong Kong . 2nd Floor Heraldine Rock BuildingWaterfrontP.O. Chinese conglomerate HNA. Our investors respect Forbes editorial independence and they do not get involved with Forbes editorial decisions.) Its unclear why Forbes terminated Chang. It points out that the amount of interest was, in the context of the transaction, nominal, and it would have made no commercial sense for it to risk acceleration if Highlander actually had been insisting on payment or indicating that it would or might trigger acceleration. On Oct. 9, longtime China commentator and Communist Party critic Gordon Chang received an email from Avik S.A. Roy, the opinion editor at Forbes. FAITH. Thereafter, starting with an email from Forbes to Wong on 19 November, Highlander said we intend to follow through on them [Notices of Default and Acceleration]. [32]As noted above, in total there are five affirmations of Wong filed, including with respect to post-hearing developments (Wong Affirmation 1 Wong Affirmation 5) and two affidavits ofForbes filed (Forbes Affidavit 1 and Forbes Affidavit 2, that latter being with respect to post-hearing developments. TEMPERANCE. 2023 - Market Business News. There should be a set off of the amount payable by Integrated Whale to Highlander against the amount payable by Highlander to Integrated Whale. Further, the evidence of Kenneth J. Nachbar (. If unclear, those types of issues relating to arbitration and insolvency may need to be determined or clarified when they arise, and in light of the jurisprudence respecting arbitration and insolvency, where the policy and other considerations appear to be different, just as may be the case where a supervising court in insolvency proceedings permits ordinary court proceedings relating to a creditors claims to proceed for a specific purpose. All Rights Reserved, Respondent declared default of Applicant and accelerated payments due under three promissory notes (totaling just over. They want revenge. To the extent Integrated Whale needs to show more than a clear and fundamental disagreement of opinion between two prominent experts on Delaware law, if this Court were called upon to opine upon the Delaware law issues, it would conclude that based on what is before it, and on the analysis it has done, Integrated Whale has a stronger legal position under Delaware law. 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