Northern California Record

Tuesday, November 12, 2019

Former OpenSpend COO alleges company has not issued stock certificates

By Charmaine Little | May 25, 2018


SAN FRANCISCO – A former chief operating officer of OpenSpend alleges the company refused to provide his stock certificates after his termination.

Thomas McKeever filed a suit over allegations of breach of contract against OpenSpend Inc., Sean Maney and Does 1 through 10 in the U.S. District Court for the Northern District of California on May 15.

According to the suit, McKeever was hired as OpenSpend’s chief operating officer and general counsel in 2016. The suit states that based on his employee contract, he was paid in stock options from July to December 2017 before being paid in cash and reduced amount of stock options prior to being fired in June 2017.

The plaintiff alleges he was told in September 2017 he would get his stock certificates when the proper software was implemented. He alleges he is the only shareholder that didn’t receive stock certificates.

He accused the defendant of breaching contract and claimed specific performance, pointing out he fulfilled his responsibilities and was owed his stock certificates while the defendants didn’t keep their vow to distribute the shares he paid for in OpenSpend stock.

“As a direct and proximate cause of defendants’ breaches, plaintiff has suffered damages because he has been deprived of the bargained-for-benefit of his contract with OpenSpend,” according to the suit.

Under the specific performance argument, the plaintiff stated he paid to be able to use his stock option rights under the Stock Option Agreements.

“Plaintiff has demanded that OpenSpend immediately transfer stock certificates underlying the shares to plaintiff, but defendants without any stated reason continue to fail to deliver and transfer the shares,” according to complaint.

The plaintiff requested the court to grant him all damages connected to the above-mentioned damages as well as cost of the lawsuit and attorneys’ fees. The awards requested exceed $75,000.

The plaintiff is represented by James M. Lee of LTL Attorneys LLP in Los Angeles.

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U.S. District Court for the Northern District of California