Top City lawyers rebuked

Titmuss solicitors rapped over restructuring at Oasis
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The Independent Online
THE solicitors who advised Oasis, the fashion chain planning a pounds 78m stock market flotation this week, were in 1993 severely rebuked by the Solicitors Complaints Bureau for deceiving their clients over arrangements as to representation.

Peter Gold, formerly a senior partner at solicitors Titmuss Sainer & Webb, and his colleague Janice Wall were rebuked because of their treatment of Graham and Edwina Brown, the founders of Oasis, during the restructuring of the company five years ago.

The law firm is now known as Titmuss Sainer & Dechert. It is one of the City's biggest and most prestigious firms and boasts corporate clients including Sears, Dixons and Regalian Properties.

Ms Wall is still an employee there and Mr Gold, although retired, continues to work occasionally at its City headquarters.

Mr Gold and Ms Wall were rebuked by the SCB's Conduct Committee in 1993 in connection with the restructuring, in which Michael and Maurice Bennett, the brothers who now run Oasis, took over the company. The SCB is an arm of the Law Society, the professional body for solicitors.

Titmuss is vigorously contesting the findings of the committee and has appealed. The ruling has subsequently been rescinded, which is the automatic procedure when an appeal is referred up to the Solicitors Disciplinary Tribunal. No appeal against the decision has yet been heard.

Oasis is planning to place shares worth pounds 25m with institutional investors and float on the stock market. The Bennetts and other existing shareholders are selling about one-third of their holdings. Dealings in the shares are due to start on Thursday.

The Browns allege that Titmuss had notified them and the company that it was acting only for the company on the rights issue and had failed to notify them that in fact it was also acting for the Bennetts in a transaction between the Bennetts and Alan Patricoff Associates, the venture capital group, in connection with share options.

The SCB's Conduct Committee ruled that there was "a breach of Principle 15.01 [of the Law Society's Guide to the Professional Conduct of Solicitors] in that Mr and Mrs Brown and the company were deceived as to the arrangements between the Bennetts and APA".

However, Titmuss denies the allegations and is standing by Mr Gold and Ms Wall. Mr Gold told the committee that, in relation to the rights issue, the firm acted only on behalf of the company and was not representing the personal interests of any of the shareholders or directors.

He admitted that Titmuss acted for the Bennetts over the arrangement between them and APA, but insisted that this was totally separate from the rights issue. He denied the Browns were deceived. He rejected the suggestion he was obliged to disclose this arrangement to the Browns. He said there was no conflict of interest.

Both Titmuss and Ms Wall declined to comment. Mr Gold was uncontactable.

Oasis revealed last week in an erratum to its prospectus a separate legal dispute. The Browns are threatening to institute proceedings against the company. It has taken legal advice and believes "the claims have no merit and that Oasis has no legal liability in respect of such claims".

Oasis, advised by the investment bank Robert Fleming, has grown to a chain of 70 stores catering for 18 to 35-year-old women. In its latest financial year it made pre-tax profits of pounds 9.2m on sales of pounds 47.1m.

The Browns founded the business after coming down from Oxford University in the early 1970. The Bennett brothers took a stake in the business in 1988 and started to reposition it. High rents and other factors led to the company's collapse and the brothers bought the business back from the receivers for pounds 1.6m in 1991. They are each selling one-third of their holdings, raising pounds 5.4m each. No new money is being raised.