Beneath the towering skyline of legal intrigue, the New York State Court of Appeals has breathed new life into a David-and-Goliath legal battle that pits the humble origins of two entrepreneurs against the might of corporate giants. This is the saga of FanDuel’s founders, Nigel and Lesley Eccles, and their quest for justice against a cabal of current shareholders they accuse of a most calculating deception.
Once upon a time amongst the cobbled streets of Edinburgh, a visionary husband-and-wife duo birthed FanDuel from the fertile Scottish soil. It was over 15 years ago that this enterprise took root as Hubdub, a plucky start-up allowing bets on the pulse of current events. Yet, its destiny lay across the Atlantic; morphing in 2009 into a pioneering force in daily fantasy sports and setting its sights on conquests new in the Land of the Free. Soon after, FanDuel was not merely participating in the American market – it was defining it.
However, this tale takes a twist in 2018. A merger materialized, amalgamating FanDuel with Paddy Power Betfair, an Anglo-Irish gambling Goliath, to create what the world would know as Flutter Entertainment. The merger’s ink dry at a valuation of $465 million, dark clouds loomed for the Eccles and a cohort of approximately one hundred shareholders. To them, this deal was no fairytale ending. Allegations have since flown like arrows in a medieval siege, claiming a woeful undervaluation of their cherished FanDuel.
The Eccles, who had seen their brainchild transition from Edinburgh start-up to US-facing phenomenon, felt the sting of injustice. Nigel, having departed FanDuel’s helm just prior to the merger, watched as Federal Trade Commission concerns dashed a “merger of equals” with DraftKings. The subsequent restructuring of FanDuel’s stock cleaved the shares into preferred and common categories – the latter, the grounds on which plaintiffs like the Eccles stood, encompassed roughly a 10% stake.
It was in the wake of the PASPA – the Supreme Court’s disarming of the federal sports betting ban – that the deal was green-lit. But according to the Eccles’ legal dirge, this merged entity, now soaring in US sports betting markets, was achieved at their expense. They charge that the restructuring favored preferred shareholders and the executive team while freezing common shareholders out, leaving them devoid of financial gain.
The masterminds of their alleged downfall, defendants Shamrock Capital Advisors and KKR, held sway over 36% of the preferred FanDuel shares. These investment firms stand accused of damaging misjudgment, said to have pegged FanDuel’s valuation in the merger at a figure $120 million short of true worth. Armed with the “drag along right,” they compelled even minority shareholders to capitulate to the sale under protest.
Cries of a “deliberate undervaluation” echo through the court papers, allegations that FanDuel was swindled into an artificially low price to equalize the worth of preferred shares alone, when, according to plaintiffs, its genuine value soared much higher.
The legal odyssey initially unfurled its banner in Scotland, the land of FanDuel’s corporate nativity. Yet, in pursuit of a perceived greater might found in New York law, plaintiffs rechanneled their fight across the Atlantic, only for the courts to decree that Scots law would apply.
Judge Andrea Masley of the Supreme Court initially offered the Eccles a glimmer of hope, sustaining a triad of five legal arguments against the defendant’s countermeasures. However, the winds of fortune ebbed as the Supreme Court Appellate Division pushed back, asserting under Scots law that a director’s duty was to the company, not its shareholders.
But last Thursday, the tide turned once more. The New York Appeals Court, bearing the gravitas as the apex of the state’s legal hierarchy, issued a unanimous decision to reverse the lower court’s ruling. It was decreed that the Eccles had indeed “sufficiently pleaded causes of action for breach of fiduciary duty under Scots law.” With the flick of a quill, the case was dispatched back to the Supreme Court’s consideration.
Now, with the metal of their resolve tempered in the crucible of American jurisprudence, the Eccles and company fix their gaze on recompense. The sum? A robust $120 million. Meanwhile, the colossus that is Flutter Entertainment, proprietor of the merged FanDuel-Paddy Power Betfair entity, remains outside the clutches of the lawsuit, watching from the wings as this epochal drama unfolds.
