The Fairway Brief: Conspiracy Against Stakeholders (Part 1)

In a groundbreaking whistleblowing report addressed to the board of HEH Holding AG, Christen Ager-Hanssen, the Group CEO, lays bare a shocking revelation. The report alleges a criminal conspiracy against the stakeholders of the company, spearheaded by Calvin Ayre, Marco Bianchi, and the Fairway Family Office AG.

The intricately designed scheme aimed to covertly transfer the nChain Group’s Intellectual Property (IP) to Calvin Ayre’s company, Indigo IP Holding Limited, at a greatly undervalued rate.

Roots of the Conspiracy

Appointed as the Group CEO of HEH Holding AG on 17 March 2023, Ager-Hanssen‘s primary obligations were to act in the company’s best interests and promptly report any wrongdoing within the group. Filled with disbelief, he uncovered a concealed strategy by which Ayre, Bianchi, and the Fairway Family Office contrived a series of unauthorized transactions. These transactions’ ulterior motive was to transfer the nChain Group’s intellectual property to Indigo at a drastically reduced value. Such actions starkly represent a fraudulent endeavour against the nChain Group and other shareholders.

Furthermore, Ager-Hanssen expresses serious concerns about the blatant disregard for due process and corporate governance. Remarkably, one of the prime alleged culprits, Marco Bianchi, was the appointed figure to instigate good corporate governance within the nChain Group.

The Underlying Deception

Calvin Ayre‘s indirect influence on the company’s decisions has been evident, as shown by the correspondence between Ager-Hanssen and Ayre. The emails suggest Ayre’s continuous interference in company operations and his attempts to direct its course, despite him only officially owning less than 10% of the shares in HEH Holding until July 2023.

Upon obtaining a more significant stake in June 2023, Ayre’s interference intensified, resulting in the controversial “17 July Transaction.” Ager-Hanssen asserts that the board members should be making decisions in accordance with the company’s best interests, irrespective of individual shareholders’ desires or influences.

The Fight for Transparency

Emphasizing the necessity for honesty, transparency, and maintaining personal integrity, Ager-Hanssen underscores his commitment to nChain Group. He alludes to numerous challenges faced due to a lack of transparency and adherence to company law and principles of good corporate governance by Calvin and his associates.

In a pivotal email dated 12 September 2023, Ayre, referring to himself as the Chairman, underlines his commitment to realizing Craig Wright’s vision for Bitcoin. He lauds the efforts of the team and underscores the importance of motivation, passion, integrity, and respect for achieving the collective vision.

Correspondence & Disclosures

The correspondence and disclosures reveal a complex web of business relationships, agreements, and purported breaches of corporate governance. In a formal assessment of the situation based on the information provided:

1. Documentation & Chronology: The allegations center around agreements and transactions dated 17th July, collectively referred to as the “17 July Transaction.” These agreements appear to be between various entities, most notably nChain Group and Indigo, but also involve HEH Holding and other related parties.
2. Alleged Shadow Directors: The ongoing involvement and influence of Calvin and Calvin’s Family Office in the affairs of nChain Group are highlighted, suggesting they function as ‘Shadow Directors’ of the organization.
3. Questionable Corporate Governance: Various allegations are raised against Calvin’s Family Office representatives, especially Marco Bianchi, for failing in their fiduciary responsibilities as directors. These include turning a blind eye to conflicts of interest, not acting in the best interests of nChain Group, and engaging in potentially fraudulent transactions.
4. The 17 July Transaction: This transaction consists of three separate agreements which, when read together, allegedly reveal a sinister objective — to undervalue and potentially extract nChain Group’s IP assets, severely undermining the group’s value and survival.
5. Board Manipulation: The article suggests that the board’s approval of the 17 July Transaction was possibly achieved through deception and manipulation. The implication is that Calvin Ayre and Marco Bianchi might have deceived other board members or that the entire board was compromised.
6. Credit Facility Agreement: An unexpected CHF 100m credit facility from Indigo to HEH Holding is highlighted. The secrecy surrounding this agreement and the lack of involvement of key nChain Group executives in its formulation are major points of contention.
7. Licence Agreement: The terms of the License Agreement are of particular concern. The agreement allegedly contains covenants and guarantees that would allow Indigo to acquire nChain’s intellectual property under certain conditions. The drafting and approval process of this agreement, especially the deviations from the original draft, raise questions about intent and corporate governance.
8. Implicated Parties: Multiple individuals and entities are implicated in the purported misconduct, including Calvin Ayre, Marco Bianchi, Stefan Matthews, and Robert Alizon. There are suggestions of intentional obfuscation, backdating of documents, and other unethical practices.
9. Summary & Implications: The article paints a picture of a deliberate conspiracy to undermine nChain Group’s value and transfer its core intellectual property assets to Indigo at a significant undervalue. If these allegations are accurate, they could have severe legal, financial, and reputational repercussions for the involved parties.

In drawing conclusions from this material, a rigorous due diligence process is paramount. This involves verifying the authenticity of the information provided, seeking independent legal counsel, and possibly commissioning an external audit or investigation to assess the veracity of the claims and determine the appropriate course of action. The gravity of the allegations suggests that stakeholders should act with urgency, transparency, and in accordance with the highest standards of corporate governance.

Service Agreement Overview

The nChain Group’s Service Agreement, dated 17th July, appears to be causing considerable disruption and concern within the group’s corporate structure.

1. Procedural Bypass: The manner in which the agreement has been presented to the Board — without prior discussions or negotiations with the Group’s senior management — is unconventional, possibly bypassing the typical checks and balances expected in corporate decision-making.
2. Operational Changes: Notably, the Service Agreement dictates that all heads of departments within the nChain Group will now be accountable to their counterparts at Calvin’s Family Office. Such a directive alters established protocols, upsetting the corporate hierarchy, and can introduce confusion in reporting lines.
3. Governance and Compliance Concerns: The arrangement seems to starkly breach standard corporate governance protocols. A company allowing its top-level executives to be overseen by an external entity, especially a family office of a minority shareholder, can create multiple conflicts of interest. Such an arrangement risks undermining the authority of the CEO and Board, potentially diminishing managerial efficiency. There’s a valid concern that Calvin’s Family Office may be viewed as shadow directors, which further complicates matters from a governance perspective.
4. Interference and Conflicts: The added layer of management, as depicted by Calvin’s Family Office’s involvement, seems intrusive. There are allegations of unauthorized interference, from setting up reporting structures to direct interactions with the nChain Group’s management team. Furthermore, the stipulations of the agreement could compel members of the management team to disclose sensitive information to external parties, causing apprehension within the team.
5. Transparency and Ethical Concerns: The opaque manner in which the agreement was drafted and presented raises doubts about the intentions behind it. The fact that nChain’s management was sidelined during the agreement’s conception hints at possible malfeasance. Concerns are compounded by the Board Resolution’s alleged failure to address potential conflicts of interest.
6. Ulterior Motives: There’s an insinuation that the agreement serves an underlying motive — by making the nChain Group’s Management subordinate to Calvin’s Family Office, it could potentially facilitate strategic moves to disadvantage the nChain Group. Specifically, there’s a suggestion that this setup may be exploited to intentionally breach certain terms in the Licence Agreement, enabling an undervalued acquisition of nChain Group’s intellectual property.
7. Validity and Legal Implications: Given the above, the current form of the Services Agreement is heavily contested and deemed unacceptable. Any future collaboration or assistance should be established through transparent, fair, and arm’s length negotiations, ensuring all stakeholders’ interests are represented.
8. Compelled Agreement: The personal note of compliance, despite reservations, emphasizes the undue pressure or circumstances under which decisions are being made, indicating potential breaches of fiduciary duties.
9. Alleged Conspiracy: There are serious allegations of a conspiracy involving Calvin Ayre and Marco Bianchi, facilitated by Calvin’s Family Office, targeting HEH Holding for the exclusive advantage of Indigo/Calvin Ayre.

In essence, this addition provides a comprehensive critique of the 17th July Service Agreement, highlighting potential procedural flaws, ethical concerns, and ulterior motives, all of which emphasize the need for rigorous corporate governance and transparency in such matters.

The future of HEH Holding AG and the nChain Group hangs in the balance as this revelation comes to light. With corporate governance and the company’s very assets at stake, this whistleblowing report serves as a critical turning point, emphasizing the need for accountability, transparency, and adherence to the principles that protect stakeholders and the very essence of business integrity.

Read Part 2 of this article.

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