Deloitte steps down as Linklaters auditor over conflict of interest linked to Arsenal share dispute
PwC takes Linklaters audit role amid negligence claim brought by ex-Arsenal shareholder
July 17, 2018 at 05:24 AM
3 minute read
The original version of this story was published on Law.com
Deloitte has stepped down as Linklaters' auditor due to a conflict of interest relating to the lawsuit brought by former Arsenal shareholder Lady Nina Bracewell-Smith over the sale of her stake in the Premier League club in 2011.
The magic circle firm and the Big Four accountant are being sued for more than £11m in damages by Bracewell-Smith over their advice on the sale of her 15.9% stake to the club's current majority owner, US businessman Stan Kroenke.
Bracewell-Smith has alleged that Linklaters was negligent and in breach of its duty of care in relation to tax advice on the sale, and claimed that but for errors by both Linklaters and Deloitte, which allegedly exposed her to significant capital gains tax liabilities, she would not have sold to Kroenke.
In its defence, Linklaters argued that its duty did not extend to advice on the tax aspects of the share sale and that it was agreed that Deloitte would oversee all of the tax advice. Deloitte, meanwhile, has stated that it "specifically made Linklaters aware" of requirements relating to tax advice that the firm did not carry out.
A spokesperson for the magic circle firm confirmed to Legal Week that Deloitte was no longer the firm's auditor, and that the Big Four accountant had stepped down due to a conflict of interest.
Legal Week also understands that the firm's 2017-18 financial results, which were announced last week (12 July), were delayed by just over a week due to the transfer of auditing duties from Deloitte to PwC.
According to the firm's most recent Companies House filing, Linklaters paid Deloitte £2.5m for audit and non-audit services during 2017-18, including £600,000 for personal tax advice provided to members of the firm.
Bracewell-Smith's complaint centres around advice she was given on loan notes she received in exchange for her Arsenal stake. She claims that the siting of the loan notes in the UK exposed her to losses of more than £10m, which could have been avoided if they had been sited offshore.
She claims she has incurred losses of more than £10m as a result of the mix-up, as well as costs of £1,249,815 stemming from her move to Monaco, which she says was necessary to limit her tax exposure. She is also claiming general damages for the "distress and inconvenience" she has suffered as a result of her relocation.
Private equity heavyweight Ian Bagshaw led the Linklaters team acting for Bracewell-Smith on the sale of her shares. He has since left the firm to join US firm White & Case, where he is global co-head of private equity. Arsenal turned to regular lawyers Slaughter and May, while Clifford Chance advised Kroenke.
On the dispute with Bracewell-Smith, Linklaters has been taking advice from Clyde & Co, with Rhodri Davies QC and Conall Patton of One Essex Court instructed as counsel, while Deloitte has turned to US firm Reed Smith and Simon Salzedo QC and Tony Singla of Brick Court Chambers. West End law firm Gordon Dadds is acting for Bracewell-Smith.
Deloitte declined to comment.
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