Emma Sinclair, MBE
NATURE OF THE ACTION
12. In or around 2008, Emma Sinclair was ousted from her position as executive director of a company called Mission Capital and lost a legal battle seeking reinstatement. Following her involuntary exit from her previous company, she was managing parking lots. So Mr. Sinclair called his sister and invited her to join him at EnterpriseAlumni. She asked for a “co-founder” title and equal equity, and he agreed. Emma Sinclair, through her network and reputation, led EnterpriseAlumni’s fundraising efforts. Because Emma Sinclair herself has no technical experience or technological skills, Mr. Sinclair provided her with talking points and explanations. Equipped with these, Emma Sinclair was moderately successful with the fundraising campaign, incrementally raising the funds needed to keep EnterpriseAlumni alive but never quite obtaining the funds needed for real growth.
13. For example, early on, EnterpriseAlumni received a significant offer from a major venture capital entity. Emma Sinclair, however, fought to reject the offer and pushed instead to finance EnterpriseAlumni through individual investors. Although Emma Sinclair was able to raise funds through this approach, it meant that EnterpriseAlumni's financing trickled in over a period of more than five years, and was a persistent concern.
14. Nevertheless, EnterpriseAlumni grew to be a success. After all, as Emma Sinclair once described him, Mr. Sinclair is "ambitious, driven and professional." He created a market for a product and a service that did not previously exist: an innovative platform with functionality, including personalized dashboards, reporting, automated workflows, and recruiting efforts, to "Attract, Engage & Activate" the significant talent, alumni, and retirees of their client corporations and organizations. Since EnterpriseAlumni's inception, Mr. Sinclair was at the center of the company. EnterpriseAlumni's product and service, as well as the market EnterpriseAlumni existed in, all came from Mr. Sinclair's vision and leadership. He led EnterpriseAlumni's technology offerings and worked with other experts to create the backbone of its online and virtual offerings. Mr. Sinclair was also the face and voice of EnterpriseAlumni for many years, featured prominently in its sales, marketing, and business development efforts. Under Mr. Sinclair's guidance, EnterpriseAlumni successfully recruited prominent clients like Google, Linkedln, CitiBank, Blackrock, and Coca-Cola.
B. Emma Sinclair's Escalating Demands
15. In addition to her fundraising demands, Emma Sinclair—despite opposition and concerns—hired a Chief Financial Officer ("CFO") (Adrian Gaveglia) who was based in London—even though EnterpriseAlumni's core operations were and still are based in the United States and EnterpriseAlumni needed a CFO who was well-versed in the applicable U.S. laws and regulations. According to Emma Sinclair, the CFO's role was not to run operation financials but to help Emma Sinclair raise money and make favorable presentations to investors and the Board of Directors. Accordingly, EnterpriseAlumni had payroll and other tax liability issues that remained unsolved.
16. In or around 2020, Emma Sinclair demanded an expanded role as the sole leader of all global sales, with unilateral decision-making. In this demanded capacity, Emma Sinclair sought to build a team based in the United Kingdom, refused to be price transparent with customers and potential customers or provide price parity, refused to lower prices for customers exploring EnterpriseAlumni’s new programs, refused to explore or accept a partner-led sales strategy to expand into other market territories, refused to explore or accept intelligence-based online sales, and refused to hire a VP of sales or retain sales talent. During this time, EnterpriseAlumni lost its first two major bids to a competitor.
17. In or around May 2021, on a telephone call with Mr. Sinclair, Emma Sinclair complained that she was a Member of the Order of the British Empire (“MBE”) and a well-known person with a certain stature in the technology space, and that she felt she deserved a grander title, one more suitable for someone of her stature. Emma Sinclair stated she should be given the CEO title, not Mr. Sinclair. Emma Sinclair later repeated her complaint on multiple occasions.
18. In or around August 2021, EnterpriseAlumni was poised to win a highly sought-after contract with the U.S. Department of State. Mr. Sinclair and Emma Sinclair agreed that this contract would be an enormous opportunity for EnterpriseAlumni and that EnterpriseAlumni had to take it. Recognizing the significance of the potential Department of State contract, Emma Sinclair attempted to use it as leverage: as the sole intermediary with a majority of the shareholders, Emma Sinclair told Mr. Sinclair that she would only convince the shareholders to accept the contract if (1) Mr. Sinclair made Emma Sinclair co-CEO, (2) Mr. Sinclair stepped down as CEO and agreed to be demoted to “Chief Visionary Officer,” or (3) Mr. Sinclair left EnterpriseAlumni entirely. Mr. Sinclair could not agree.