CEO Alex Popovic Lawsuit Vs Chris Mark - Rob Caulfield - Spencer Geissinger - Chris Gowins Federal Lawsuit PDF

1 Geoffrey S.
Kercsmar (#020528)
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Gregory B. Collins (#023158)

William T. Luzader III (#025607)
Kercsmar & Feltus PLLC
6263 North Scottsdale Road, Suite 320
Scottsdale, Arizona 85250
(480) 421-1001
gsk@kflawaz.com
gbc@kflawaz.com
wtl@kflawaz.com
8 Attorneys for Plaintiffs

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I N T H E U N I T E D S TAT E S D I S T R I C T C O U RT
F O R T H E D I S T R I C T O F A R I Z O NA

(480) 421-1001
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Aleksandar Popovic, an individual;

GreySide Group Inc., a Nevada
corporation; Greyside Global LLC,
a Delaware limited-liability
company,
Plaintiffs,
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Case No. 2:11-cv-02215-NVW

FIRST AMENDED
VERIFIED COMPLAINT
(Jury Trial Demanded)
v.
Robert Caulfield and Jane Doe
Caulfield, a married couple; Chris
Gowins and Jane Doe Gowins, a
married couple; Chris Mark and
Jane Doe Mark, a married couple,
Defendants.
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For their complaint against defendants, plaintiffs Aleksandar Alex
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Popovic, GreySide Group, Inc., and Greyside Global LLC allege as follows:
NAT U R E O F AC T I O N
1.

(480) 421-1001
Through this action, the undisputed majority owner of GreySide
Global LLC (Global), GreySide Group, Inc. (GSG) and its sole stock-
holder Alex Popovic (Popovic), seeks immediate injunctive relief to halt
Defendants ongoing efforts to wrest control of the company from Popovic.
Defendantswho falsely claim to be a majority of the members of Globals
board of directors 1have instituted a hostile takeover of the company.
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Among other things, Defendants have (1) misappropriated Globals assets,
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(2) purported to hold company board meetings without a duly appointed
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board, Popovic or the companys majority owner, GSG, being present,
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(3) falsely represented Popovics employment status to company officers and
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employees and to Globals customers and vendors, (4) falsely held themselves
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out to the public as duly appointed directors of the company, and (5) frozen
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Popovic and GSG out of the companys bank accounts, books and records,
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Internet domain, website computer server, email system, and other company
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IP.
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Global is a Delaware limited liability corporation, but its August 2,

2011 Operating Agreement creates a board of directors to govern the company. As set out below, this board is to consist of seven individuals: Popovic,
Robert Caulfield, and five otherstwo appointed by Popovic, two appointed by Mr. Caulfield, and one selected mutually by Popovic and Mr.
Caulfield. See Exhibit 1 at p. 24. The facts will show that none of the five
unnamed directors has ever been appointed; Mr. Caulfield seems to contend
that he has appointed defendants Christopher Gowins to one position, and
an unnamed person to a second positionbut Mr. Caulfield has never provided notice to Popovic or Global of these selections. Popovic has proposed
making these five appointments, but has never identified his two selections
to Mr. Caulfield, and has never discussed the mutually selected director with
Mr. Caulfield.
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(480) 421-1001
2.
While any company freeze out gives rise to potential irreparable
harm, Defendants actions here risk grave injury and even death. Global em-
ploys former military and police personnel to provide high-risk security
services to companies doing business in hostile environments throughout the
world, including parts of the Middle East and the pirate-infested waters off
the coast of Somalia. The company is therefore charged with protecting the
safety of hundreds of individuals who are in imminent danger every day. De-
fendants conduct has deprived the companys employees of the resources
necessary to effectively provide security services in preservation human life.
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Some company personnel have even been stranded by Defendants actions in
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remote, dangerous locations. Most critically, Defendants conduct has re-
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sulted in a complete loss of competent leadership: of all company employees,
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Popovic has the most experience and training necessary to effectively and
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safely direct the companys sensitive security and anti-piracy operations.
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3.
Since the Court entered its Temporary Restraining Order on No-
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vember 16, 2011, it has come to light that Defendants have contravened this
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Courts restrictions by, among other things, (1) setting up a separate business
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called Allied Guardian whose purpose, on information and belief, is to di-
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rectly compete with Popovic, GSG, and Global in the maritime-security
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industry, (2) inducing Globals head of European business development,
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James Kirsop-Taylor, to devote his time to soliciting Globals customers on
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behalf of that competing business, (3) continuing to damage Plaintiffs
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goodwill by disparaging Popovic and Global to customers and vendors in
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the maritime-security industry, and (4) taking steps to attend the Maritime
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Security Tradeshow in Hamburg, Germany on behalf of their competing
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business instead of Global.
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4.
As a direct result of Defendants intentional conductagain, un-
dertaken in the face of this Courts TRO and which appears to be ongoing
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Globals largest and most important client, NSB Shipping, canceled its Mas-
ter Services Agreement with Global and told Popovic that there is no hope
for the companies to work together again. In other words, Popovic has
learned that the ultimate result of Defendants willful conduct is that Global
has irretrievably lost its clients and Popovic himself is a persona non grata in
the maritime security industry. Defendants actions have effectively destroyed
Global as an ongoing business, causing Plaintiffs damages that exceed $10
million.

(480) 421-1001
5.
Immediate Court intervention is necessary to prevent irreparable
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harm, which includes not just the loss of business goodwill and professional
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reputation, but also the possibility of serious bodily injury and death. With
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this imminent harm addressed, this lawsuit can then move forward to reme-
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dy the monetary harm that Defendants actions have caused Global, GSG,
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and Popovic, which arise out of Defendants (1) breaches of their fiduciary
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duties to Global and GSG; (2) breaches of contract with Popovic; (3) tor-
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tious interference with Globals and GSGs business expectancies; (4)
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conversion of Globals and GSGs assets; and (5) Defendants use of compa-
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ny confidential information to harm Global and Popovic and poach their
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customers and professional relationships.

PA RT I E S
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6.
Popovic is an individual domiciled in the State of Arizona.
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7.
GSG is a Nevada Corporation with its principal place of business
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in the State of Nevada. Popovic owns 100% of GSGs stock.

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Global is a Delaware limited-liability company with its principal
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place of business in the State of Virginia. GSG is the undisputed majority
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owner of Global; Caulfield, through two investment entities that he controls,
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owns a minority interest in Global.
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Defendant Robert Caulfield (Caulfield) is an individual domi-
ciled in the State of California. On information and belief, Caulfield is
married to Jane Doe Caulfield, whose actual identity is Margaret Caulfield,
and at all relevant times described in this Complaint was acting for the bene-
fit of his marital community.

(480) 421-1001
9.
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Defendant Chris Gowins (Gowins) is an individual domiciled
in the State of California. On information and belief, Gowins is married to
Jane Doe Gowins, whose actual identity remains unknown, and at all rele-
vant times described in this Complaint was acting for the benefit of his
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marital community. Plaintiffs will amend the Complaint to allege the actual
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name of Mrs. Gowins after it is revealed through additional investigation or
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discovery.
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Defendant Chris Mark (Mark) is an individual domiciled in
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the State of Utah. On information and belief, Mark is married to Jane Doe
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Mark, whose actual identity is Heather Mark, and at all relevant times de-
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scribed in this Complaint was acting for the benefit of his marital
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community.
JURISDICTION & VENUE
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12.
This Court has jurisdiction over Plaintiffs claims under 28 U.S.C.
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1332(a)(1). The amount in controversy exceeds the sum of $75,000, exclu-
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sive of interests and costs, and is between citizens of different states.
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Plaintiffs are domiciled in the States of Delaware, Arizona and Nevada, re-
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spectively, while Defendants are domiciled in the State of California and
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Utah. Thus, complete diversity of citizenship exists among the parties.
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13.
Jurisdiction is also appropriate here because Defendants have
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committed intentional tortious acts knowingly directed at Popovic, who re-
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sides in Arizona.
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Venue is proper in this Court under 28 U.S.C. 1391 because
Popovic is domiciled in this district and a substantial part of the events that
give rise to this suit occurred in Arizona.

GENERAL ALLEGATIONS
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Global was formed on or about April 29, 2011, to provide high-
risk security assignments in hostile environments throughout the world, in-
cluding parts of the Middle East and the pirate-infested waters off the coast
of Somalia.

(480) 421-1001
15.
16.
At all relevant times, Popovic has been the majority owner of
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Global through his wholly owned corporation, GSG. GSG holds an approx-
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imate 66% ownership interest in Global. See Exhibit 1 at iii (Exhibit A).
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17.
Since 2005, Popovic has invested his life savings to get GSG and
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Global off the ground. Popovic spent his life savings and sold most of his
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personal property to amass enough money to travel to client meetings and
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fund other start-up expenses. For years, he could not afford to take a salary
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from the companies.
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18.
Beginning in 2010, GSG/Global began to achieve success and en-
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sured itself a promising future by securing lucrative, exclusive contracts with
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three of the largest shipping companies in Europe. The contracts required
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GSG/Global to provide security services on cargo and passenger ships pass-
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ing through the Gulf of Aden and other areas along the coast of Somalia.
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19.
In early 2011, GSG/Global and Popovic remained in need of seed
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money to grow the company. At that time, Popovic was introduced to Caul-
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field, an angel investor.
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20.
To help cover start-up costs and other expenses, Caulfield agreed
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to loan $500 thousand to Global on a short-term basis, through one of
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Caulfields investment entities. GSG formed a subsidiary, Global, on April
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29, 2011, to facilitate this loan. As security for the loan, GSG pledged 100%
of its interest in Global to the lender.
Prior to Caulfields loan to the company, Popovic personally paid
all of GSGs and Globals costs and expenses, and was not taking a salary.
Popovics personal investment in GSG/Global exceeded $100 thousand as of
the summer of 2011.
22.
When Caulfields loan to Global was nearing maturity in the
summer of 2011, Global was just staring to generate revenue, but did not
have enough money in reserve to pay back the loan.
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21.
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23.
Instead of renegotiating the terms of the loan, Caulfield insisted
that his loan be converted to a capital investment to Global.

24.
Because Popovic is the founder of the company and is the only
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employee with the know-how and relationships to run the firms security op-
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erations, he refused to cede majority ownership to Caulfield. Because of
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Popovics Top Secret clearances and veteran status, his majority ownership
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afforded the company better prospects for future growth.
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25.
Accordingly, in exchange for his investment, Caulfield demanded
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that he be made a preferred member of Global. As a preferred member,
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Caulfield required certain priority rights to payment, substantial voting and
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veto rights, and other preferred benefits.
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26.
Under the final investment deal, signed on or about August 2,
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2011, Caulfield was given the right to invest up to $2 million in Global in
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exchange for a preferred ownership interest that would increase with the
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amount of investment, up to an absolute maximum of 29.6%.
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27.
Under the terms of the final investment deal, Caulfields original
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$500 thousand loan was converted to equity and combined with Caulfields
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new investment of about $300 thousand, for a total investment of about
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$800 thousand.
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As a preferredbut minoritymember of Global, Caulfield does
not have the right to operational or majority control of the company. See
Exhibit 1, passim.
29.
To date, Caulfield (through two investment companies he con-
trols) has invested about $800 thousand in Global, and he currently holds an
approximate 14.8% preferred ownership interest.
30.
On or about August 2, 2011, the members of Global entered into
an Operating Agreement for Greyside Global LLC (the Operating Agree-
ment). See Exhibit 1. The Operating Agreement generally governs the rights
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and obligations of Globals members, who are called unitholders.

31.
By written consent of Globals then-board of directors, on August
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2, 2011, Popovic was made Globals President and Chief Executive Officer.
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See Exhibit 2 at p. 1.
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32.
Kenton Associates Resources Corporation (Kenton) is a wholly
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owned subsidiary of Global. Kenton is responsible for employing and com-
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pensating Globals executive team.
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33.
In July 2011, Popovic and Kenton entered into a Senior Man-
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agement Agreement (the Management Agreement), which sets the terms
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and conditions of Popovics employment with Global. Under the Manage-
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ment Agreement, Popovic was engaged to serve the President and Chief
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Executive Officer of Global and Kenton.
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34.
Popovics Management Agreement entitles him to a yearly salary,
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paid bi-weekly, as well as other compensation and benefits like bonuses and
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insurance.
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35.
The Management Agreement also specifies that Popovic cannot
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be terminated except upon a determination by Globals board of directors, in
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its good faith judgment, that such termination is in the best interest of
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[Global] and for Cause. See Exhibit 2 at p. 2.

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At the time of Caulfields original loan to Global, Popovic had
received no salary or other compensation for his work for the company. Be-
cause he had no income, Popovic often ran personal expenses through
company accounts. From time to time, Popovic would deposit personal
funds to offset those expenditures.
37.
Caulfield was made aware of the level of Popovics personal con-
tributions to GSG and Global, that Popovic received no salary or other
compensation and that Popovic ran personal expenses through company ac-
counts.
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36.
38.
At the time Caulfield made his initial loan to Global, he was
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aware of the companys accounting history and was given full and unfettered
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access to the companys books, records and bank accounts.
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39.
Caulfield suggested to Popovic that Gowins should be made
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Globals interim Chief Financial Officer, and in that role, Gowins should
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handle Globals bookkeeping and accounting. Gowins was at the time and
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remains the Chief Operating Officer of Trust Commercea company owned
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by Caulfieldand upon information and belief, reports directly to Caulfield
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in that capacity. Popovic agreed.
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40.
Popovic and Gowins discussed the companys historical account-
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ing practices, including Popovics use of company accounts. Gowins was
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given complete access to Globals books, records, and bank accounts.
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41.
Popovic did not receive his first paycheck from Kenton until Sep-
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tember 9, 2011. Popovic received his paychecks through direct deposit in a
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bank account that he maintains in the State of Arizona.
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42.
Since the Globals formation, the day-to-day operations of Global
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have been handled primarily by its President and CEO, Popovic, assisted by
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a small team made up of: (1) Jeffrey Martin BJ Lamb (Lamb), the com-
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panys Chief Operating Officer, (2) Christopher Mark (Mark), the

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companys Chief Information Officer, and (3) Michael E. Ferguson (Fergu-
son), the companys Vice President of Global Operations.
Until this dispute arose, Caulfield never meaningfully participated
in Globals day-to-day activities and never exercised operational control of
the company.
44.
On September 30, 2011less than sixty days after becoming a
minority owner of GlobalCaulfield sent an email message to Popovic, de-
manding that Popovic come to California for what Caulfield called a come-
to-Jesus meeting.
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43.
45.
In response to Caulfields email, Popovic traveled to Irvine, Cali-
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fornia on October 13, 2011, and met with Caulfield at the offices of Trust
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Commerce, a company controlled by Caulfield. The October 13 meeting was
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attended by Popovic, Caulfield, and Gowins.
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46.
At the meeting, Caulfield falsely accused Popovic of mishandling
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the companys funds and, for the first time, raised Popovics personal ex-
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penditures as a cause for concern. But Caulfields accusation that Popovic
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had mishandled funds (or comingled personal and company funds) was a
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pretext to establish for Cause termination grounds for Popovicthe only
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basis on which Popovic could be removed from his position as CEO by a
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quorum of Globals Board of Directors.
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47.
Caulfield then gave Popovic an ultimatum: acquiesce to Caul-
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fields demand for a majority ownership by October 24, 2011, or Caulfield
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would not invest any additional funds in Global and would require repay-
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ment of the loan.
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48.
Popovic again made clearas he did before Caulfield had made
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his initial investmentthat he would not cede majority ownership in Global.
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Nevertheless, he agreed to formally respond to Caulfields ultimatum by Oc-
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tober 24.
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After Popovic refused to cede majority ownership of Global, con-
spiring with Gowins and Mark, Caulfield set in motion his plan to
improperly seize control of the company.
50.
On the evening of October 23, 2011the day before Popovic
had agreed to respond to Caulfields pretextual accusationsCaulfield sent
an email message to Popovic, informing Popovic that a meeting of Globals
board of directors had been scheduled for the next day.

(480) 421-1001
49.
51.
Popovic was confused by Caulfields message for two reasons:
(1) Popovic had only agreed to respond on October 24, not to attend a meet-
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ing of Globals board of directors, and (2) Globals Board of Directors had
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not yet been formed as specified by the Operating Agreements Article Five.
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52.
Article Five of the Operating Agreement requires the members of
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Global to vest management and control of the company in a Board of Di-
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rectors elected in accordance with certain requirements established by the
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Operating Agreement. See Exhibit 1 at p. 24. The Operating Agreement does
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not specify a timeframe or a deadline in which the Board of Directors must
17
be appointed by Global. See id.
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53.
In particular, Section 5.2(b) of the Operating Agreement provides
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that Globals Board of Directors must consist of seven members, which
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would consist of (1) Popovic, (2) Caulfield, (3) two members appointed by
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Popovic, (4) two members appointed by Caulfield, and (5) a seventh director
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to be jointly appointed by Popovic and Caulfield. See id.
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54.
Popovic and the directors appointed by him are called Manage-
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ment Directors, while Caulfield and the directors appointed by him are
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called Investor Directors. See id.
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55.
Other than specifying that the seventh director must be desig-
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nated jointly, Section 5.2(b) does not specify a method of designating the
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seventh director in the event of delays or deadlock. See id.

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Section 5.3(a) of the Operating Agreement requires a quorum of
five (5) directors for the Board of Directors to transact business. That quo-
rum must consist of at least two Management Directors and at least two
Investor Directors. See id. at p. 25.
57.
Section 5.3(a) of the Operating Agreement also states, [I]f either
the Investor Directors or Management Directors boycott a duly noticed and
called Board meeting after the first call, the meeting will be re-noticed a
second time [sic] for one week after the first call and the quorum for the
transaction of business of the Board after the second call shall be any four
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56.
(4) Directors. See id.

58.
As of October 23, 2011 (the date of Caulfields email message
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purporting to notice a Board of Directors meeting), neither Popovic nor
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Caulfield had taken any action to designate board members as specified in
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the Operating Agreement.
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59.
Although Popovic had asked Caulfield several times to select the
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Investor Directors and the seventh director, Caulfield ignored Popovics re-
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quests.
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60.
Caulfields refusal made Popovics duties as CEO more difficult.
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As just one example, the Operating Agreement requires Popovic and Caul-
20
field to obtain Directors & Officers Liability Insurance (D&O Insurance).
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Popovic, as CEO, was charged with setting up the D&O Insurance. Popovic
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found a policy and began the application paperwork. But the application re-
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quired Global to provide the names of its directors and officers. Well before
24
the October 23, 2011 meeting, Popovic asked for Caulfield to name the In-
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vestor Directorsbut Caulfield declined. As a direct result, the D&O
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Insurance policy was never issued.
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61.
Popovic replied to Caulfields October 23 email message, and re-
minded Caulfield that Global had not yet established a Board of Directors
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so no quorum of that body was possible. Popovic also told Caulfield that
given the short notice and prior business engagements, Popovic, too, could
not meet on October 24. Popovic again demanded to know the identities of
the Investor Directors, if Caulfield had, in fact, purported to appoint them.
Caulfield replied by email and told Popovic only that Caulfield
planned to proceed with the purported board of directors meeting, but
would provide Popovic with the minutes of the meeting. Caulfield again
refused to disclose the identities of any other purported directors, making it
unclear who would attend the so-called meeting.
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62.
63.
Popovic still does not know whether any meeting took place on
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October 24, 2011, and if a meeting did take place, who attended the meeting
12
or what action was supposedly taken.
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64.
On October 29, 2011, Caulfield sent another email to Popovic
14
and wrote, Pursuant to the Operating Agreement, I recognize your boycott
15
to the BOD meeting called last Monday October 24, 2011 allowed within
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section 5.3(a). Also stipulated with that section, this email serves as the re-
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notice to reset the BOD meeting for this coming Monday, October 31, 2011
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at 5.00 pm PST. We will be discussing Greyside operations and challenges,
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your decision as previously requested by October 24, 2011 (in regards to
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meeting held here in Irvine), misuse of company funds by an Officer of the
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company and other operational concerns.
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65.
Popovic replied by email on October 31, 2011, and stated that he
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would be happy to meet with Caulfield in person, but that no Board of Di-
24
rectors meeting could take place for the simple reason that a quorum of
25
directors had yet to be appointed.
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66.
Caulfield did not respond to Popovics message, but sent a sepa-
rate email message on October 31, 2011, with an attached letter. The letters
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subject line was, Re: Notice re Action Taken at October 31, 2011 Greyside
Global, LLC Meeting of the Board of Directors.
67.
ported board of directors had voted to suspend your employment as
President and Chief Executive Officer of Global, with pay, pending an inves-
tigation into your use of corporate funds. The letter then purported to
unilaterally bar Popovicthe majority ownerfrom any and all involve-
ment with the company:
During the period of your suspension (and thereafter, as appropriate), you are not to conduct any company business.
This restriction includes, but is not limited to, refraining
from contacting Global clients, suppliers, vendors, and/or
employees for any business-related purpose. In addition,
your Global email and telephone access will be suspended
during this time, as well as your access to Global corporate
accounts and funds (e.g., Globals credit cards). We remind
you of the non-compete, non-solicitation, and nondisparagement provisions contained in section 3 of your Senior Management Agreement. We will contact you on
conclusion of the investigation.
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In this October 31 letter, Caulfield told Popovic that the pur-
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The letter concluded by telling Popovic that if he had any questions, he
19
could contact the Chairman of the Board of Directors, Rob Caulfield.
20
Though unsigned, the letter purported to come from The Board of Direc-
21
tors, Greyside Global LLC.
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68.
Caulfield has never been designated Chairperson of the Board
of Directors as required by 5.3(f) of the Operating Agreement.

69.
The action described in Caulfields October 31 email message is
25
not legally or factually valid because (1) Global does not yet have a quorum
26
of directors, such that the Board of Directors can act, and (2) even so, a quo-
27
rum of the Board of Directors was not present at the meeting on October 31,
28
2011.
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70.
Popovic has never boycotted a Board of Directors meeting.
71.
On information and belief, Caulfield has purported to designate
3
4
72.
On information and belief, the actions described in Caulfields
letter of October 31 was taken by Caulfield, Gowins, and Mark in their pur-
ported capacities as members of Globals Board of Directors.
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(480) 421-1001
Gowins and Mark as members of the Global Board of Directors.
73.
Soon after Caulfields October 31 letter, Popovic learned that he
had been locked out his Global email account.

74.
Popovic also learned that Mark, in his capacity as the companys
10
Chief Intelligence Officer, had restricted Popovics access to Globals Internet
11
hosting company, Network Solutions, by changing the accounts Username
12
and Password.
13
75.
Although Popovic was the only authorized user on Globals ac-
14
count with Network Solutions, he had allowed Mark, Globals CIO, to learn
15
his Username and Password for limited purposes that Popovic authorized.
16
76.
Popovic called Network Solutions and informed them that the
17
account Username and Password had been changed without proper authori-
18
zation. After an investigation, Network Solutions froze Globals account. But
19
following the change of Username and Password to a combination known to
20
Mark and not by Popovic, Defendants still have full use of the companys
21
email systems, Internet domain name and website, while the accounts
22
rightful authorized user, Popovic, does not.
23
77.
Caulfield and the other purported directors have also seized
24
physical control of the companys server, and now have complete control of
25
Globals communications and marketing.
26
78.
Defendants are using their control over Globals website, server
27
and email to freeze Popovic out of the company and to mislead Globals cus-
28
tomers, prospective customers, vendors and the public at-large that Popovic
15
has been suspended and has no authority to represent Global. In these ac-
tions, Defendants falsely state that their conduct is authorized by Globals
Board of Directors.

(480) 421-1001
79.
On information and belief, Caulfield, Gowins, and Mark are in-
tercepting and reading all email messages sent to Popovics company email
account.
80.
On the evening of October 31, Popovic received separate tele-
phone calls from Lamb, Globals COO, and Ferguson, VP of Global
Operations. Both Lamb and Ferguson told Popovic that Gowins had sent an
10
email message to company employees forbidding them to have any business
11
contact with Popovic. Gowins also asked Ferguson to call him because Go-
12
wins was setting up the new power and control arrangement for Global.
13
81.
Popovic also learned that a telephone conference had been sche-
14
duled for 9 a.m. on November 1, 2011, and that Caulfield, Gowins, Mark,
15
and the companys public-relations consultant, Spencer Geissinger (Geissin-
16
ger), would be on the call.
17
82.
After learning that the Caulfield, Gowins, and Mark were plan-
18
ning more unauthorized business, Popovic sent email messages to Gowins,
19
Mark, and Geissinger and informed them that he had terminated their em-
20
ployment, effective immediately.
21
83.
On the evening of November 1, 2011, Gowins sent a letter to Po-
22
povic by email message. The letter purports to affirm the purported Board of
23
Directors action of October 31, 2011, and also accused Popovic of vague,
24
undocumented, and otherwise unsubstantiated acts of financial malfeasance.
25
The letter also purported to call an emergency Board of Directors meeting
26
for November 4, 2011.
27
28
84.
Over the following days, Popovic learned that Caulfield, Gowins,
and Mark had caused Global to open new company bank accounts without
16
Popovics knowledge, input or approval, while they closed existing company
accounts even though Defendants were not listed as signatories on those ac-
counts.
Caulfield, Gowins, and Mark have contacted Globals vendors
and customers and told them to direct all outstanding and future payments
to the new bank accounts controlled by Caulfield, Gowins, and Mark.

(480) 421-1001
85.
86.
Caulfield, Gowins, and Mark have developed a new logo for
Global and have rebranded all company communications with clients and
vendors.
10
87.
Popovic has also learned that Caulfield and Gowins have con-
11
tacted Globals vendors and customers to falsely tell them that Popovic has
12
been suspended and/or removed as President and CEO of Global.
13
88.
Understandably, these statements have caused considerable con-
14
fusion and concern with Globals customers, which has directly caused
15
Global to lose considerable business and revenue.
16
17
18
19
20
89.
All of Caulfields and Gowinss representations to third parties
about Popovics employment status and role at Global are false.

90.
Caulfield, Gowins, and Mark continue to falsely hold themselves
out as acting with the authority of Globals Board of Directors.

91.
As a direct result of the confusion and false representations of
21
Caulfield, Gowins, and Mark, NSB, one of Globals largest shipping clients,
22
informed Popovic on November 10, 2011, that it has canceled a services
23
contract with Global worth $132,000.
24
92.
On November 11, 2011, NSB Shipping, one of Globals largest
25
clients, informed Popovic that it would award a service order worth approx-
26
imately $130 thousand to another company instead of Global. NSB cited
27
Globals inability to quickly mobilize personnel as the reason for not award-
28
ing the contract to Global.

17
The delay cited by NSB is a direct and proximate result of the
confusion and uncertainty caused by Defendants unauthorized, ultra vires
and illegal conduct.
94.
In addition, Plaintiffs believe that Defendants wrongful actions
have caused losses on potential contracts in Kuwait that would have
represented approximately $35 million in revenue to Global.

(480) 421-1001
93.
95.
On November 10, 2011, after receiving a letter from Caulfield
wherein Caulfield falsely stated that Popovic does not have authority to
conduct business on behalf of Global, one of Globals largest vendors, Fortis
10
LLC, informed Popovic and Global that it would hold off on doing further
11
business with Global until Globals management situation was resolved.
12
13
14
96.
Defendants conduct has caused Popovics and other Global em-
ployees travel privileges to be restricted or impossible.

97.
Defendants conduct has caused confusion among the companys
15
employees and security personnel, has deprived them of clear leadership in
16
case of an emergency, has deprived them of funds needed for legitimate op-
17
erating expenses such as extraction travel, and has deprived the companys
18
security personnel of critical points of contact with the company.
19
98.
On November 10, 2011, Ferguson resigned from his position at
20
Global. Ferguson cited the ongoing confusion and Defendants conduct as
21
the causes of his resignation.
22
99.
Ferguson, a twenty-one-year veteran of Navy SEAL Teams One
23
and Eight, was the only other employee of Global with the military know-
24
ledge and know-how that is necessary to place and operate teams of security
25
personnel in high-risk areas.
26
100. Before his resignation, on November 4, 2011, Ferguson circulated
27
a Memorandum addressed to Popovic, Caulfield, Gowins, and Lamb. In this
28
Memorandum, Ferguson expressed serious concern over Defendants ac 18

(480) 421-1001
tions. Of particular note, Ferguson pointed out the obvious danger posed by
Defendants seizure and disabling of company email accounts: Someone
above me in the Chain-of-Command secured my primary means of commu-
nication with the deployed men by denying me access to [Global] email. This
intentional severing of the primary, most reliable line of communication
while people are deployed and in harms-way is an unthinkable, reprehensi-
ble act and provides me with considerable cause for concern.
101. Also in his Memorandum of November 4, Ferguson expressed
concern at Defendants decision to restrict his authorized access at the com-
10
panys travel agency. This restriction had deprived Ferguson of the necessary
11
authority to grant a Team Leaders transfer request. Ferguson observed that
12
the teams in the field were not receiving proper support and assurances of
13
safety.
14
102. On November 16, 2011, this Court entered a Temporary Re-
15
straining Order and Order to Set Hearing on Preliminary Injunction (Doc.
16
35), which, among other things, preserved the status quo by affirming Po-
17
povics position as President and CEO of Global, and also by preliminarily
18
enjoining Defendants from taking any further action in the name of Globals
19
board of directors.
20
103. Since filing their original Complaint, and only after the TRO was
21
entered, Plaintiffs learned that Caulfield, Mark, and Geissinger have formed
22
a business called Allied Guardian to provide maritime security services in di-
23
rect competition with GSG and Global.
24
25
104. Allied Guardian lists its address as 9850 Irvine Center Drive, Irvine, CA 92618the same address as Caulfields company TrustCommerce.
26
105. On November 17, 2011the day after this Court entered the
27
TROJames Kirsop-Taylor had a meeting in Hamburg Germany with NSB
28
19

(480) 421-1001
Shipping, Globals largest client. Global hired Kirsop-Taylor in 2011 as an
independent agent in charge of Globals European-business development.
106. Kirsop-Taylor is currently under a nondisclosure and non-
circumvent agreement with Global. Kirsop-Taylors confidentiality agree-
ment prohibits him from soliciting Globals customers, disclosing Globals
confidential information, and circumventing Global to benefit other, similar
businesses.
107. On information and belief, Kirsop-Taylor arranged the NSB
meeting at the request of Caulfield and Mark for the purpose of persuading
10
NSB Shipping to cancel its contract with Global and move its business to
11
Defendants competing business.
12
108. Kirsop-Taylors business card, which he left at the offices of NSB
13
Shipping, states that he is the Managing Director of a company called Guar-
14
dian Maritime Services, which is in the business of Global Vessel Security.
15
109. On information and belief, Kirsop-Taylor formed Guardian Ma-
16
ritime Services to be a European subsidiary of Allied Guardian , Defendants
17
competing business.
18
110. Kirsop-Taylors business card lists the address for Guardian Ma-
19
ritime Services as 20, Birchin Lane, London EC3V 9DU and the company
20
phone number as +44 (0) 207 2837922. These are the same London address
21
and telephone number used by Global for its European business dealings.
22
111. On information and belief, Caulfield, Gowins, and Mark are us-
23
ing Globals customer list and contacts to solicit business for their competing
24
business.
25
112. On information and belief, Caulfield, Gowins, and Mark are us-
26
ing Globals pricing models and know-how to solicit Globals customers and
27
induce them to move their business to a competing business owned, operat-
28
ed, and controlled by Caulfield, Mark, and Gowins.

20

(480) 421-1001
113. Globals pricing information, business model, and know-how are

all confidential information.
114. Globals pricing information, business model, and know-how are
trade secrets because they derive independent value from not being generally
known by other people in the maritime-security industry who could obtain
an economic benefit from knowledge of the information.
115. On December 14, 2011, NSB Shipping canceled its Master Ser-
vices Agreement with Global, thereby ending its business relationship with
Global altogether.
10
116. NSB Shipping has represented to Popovic that Globals business
11
relationship with NSB Shipping is irreparable, and that Popovics reputation
12
in the maritime security industry has been permanently damaged..
13
117. NSB Shipping canceled its Master Services Agreement with Glob-
14
al because of the uncertainty and risk caused by Defendants actions
15
described in this Complaint.
16
118. On information and belief, Caulfield, Mark, and others have
17
been working to secure a booth at the Maritime Security Tradeshow, which
18
will take place in Hamburg, Germany in April 2012.
19
119. The Maritime Security Tradeshow is an important opportunity
20
for maritime security firms like Global to market themselves and develop
21
business.
22
120. Before the events described above, Global had planned to spon-
23
sor the Maritime Security Tradeshow. This sponsorship, which would have
24
cost Global about 30,000, would have given the company months of pub-
25
licity throughout Europe and exposed Global to many potential new clients.
26
121. Caulfield, Mark, Gowins, and Geissinger were aware of Globals
27
plans to sponsor the tradeshow and were also aware that the tradeshow is
28
21

(480) 421-1001
an important opportunity for Global to market its services to existing and
potential clients.
122. Because of the loss of business and attendant economic harm
caused by Caulfields and Marks actions, Global can no longer afford to
sponsor the tradeshow.
123. In or around July 2011, Mark entered into a Senior Management
Agreement with Kenton Associates (the Employment Agreement). Marks
Employment Agreement generally governs his rights and duties as a Global
employee.
10
124. In Section 2 of the Employment Agreement, which is titled Con-
11
fidential Information, Mark acknowledges that information learned by him
12
during the course of his employment will be considered confidential and
13
must be treated as confidential in accordance with the terms of his Employ-
14
ment Agreement.
15
125. Section 2 of Marks Employment Agreement prohibits him from
16
using or disclosing confidential company information for any purpose not
17
reasonably related to GSGs and Globals business.
18
126. In Section 1(a) of the Employment Agreement, Mark agreed to
19
devote his efforts and substantially all of his business time and atten-
20
tion to the business of the Company and its Subsidiaries.
21
127. Under Section 1(a) of Marks Employment Agreement, he is per-
22
mitted to obtain ownership interests and participate in other companies
23
provided that such activities do not interfere with the fulfillment of Execu-
24
tives obligations under the Employment Agreement.
25
128. Section 3 of Marks Employment Agreement, which is titled
26
Non-Compete; Nonsolicitation, Non-Hire and Non-Disparagement, gen-
27
erally prohibits Mark from using Globals and GSGs trade secrets or
28
confidential information to compete with Global or GSG.

22
129. Section 3 of the Employment Agreement prescribes a Non-
compete Period, which is defined as the 12-month period following Sepa-
ration, as that term is defined in the Employment Agreement.
4
5
130. Section 3(a) of Marks Employment Agreement provides as follows:

Executive agrees that, (i) during the Service Term and (ii) during
the [Non-compete Period], he shall not directly or indirectly
(i) own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing
with the businesses of the Greyside Group by offering maritime
security services out of Egypt, Djibouti, Oman, Sri Lanka,
Kenya, or any of the following maritime shipping markets: Red
Sea, Gulf of Aden, Indian Ocean, Persian Gulf, or any additional
maritime shipping regional market in which Greyside Group
conducts business at the time of Separation; (ii) induce or attempt to induce, or in any way interfere, in any material respect,
with the relationship between the Greyside Group and any employee thereof or (iii) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Greyside
Group to cease doing business with, or modify its business relationship with, the Greyside Group, or in any way interfere, in
any material respect, with the relationship between any such customer, supplier, licensee or business relation and the Greyside
Group.
6
7
8
9
10
(480) 421-1001
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
131. Section 3(b) of Marks Employment Agreement provides as follows:

During the Service Term and following Separation, Executive
agrees not to make any person, including but not limited to customers of the Greyside Group, any statement that disparages the
Greyside Group or which reflects negatively upon the Greyside
Group, including but not limited to statements regarding the
Greyside Groups financial condition, its officers, directors,
shareholders, unitholders, employees and affiliates.
27
28
23
132. On August 6, 2011, Mark executed a Joinder Signature Page to
Greyside Global LLC Operating Agreement Dated June 29, 2011 (the
Joinder), which provides as follows:
By executing this Joinder Signature Page, the undersigned hereby

elects to join in and become a party to [the Operating Agreement] as a Unitholder, as that term is defined in the Agreement.
The undersigned has reviewed the provisions of the Agreement
and herby agrees to be bound by such provisions as they apply
to the undersigned, and to perform all obligations and comply
with all requirements imposed upon the undersigned under the
terms of the Agreement.
10
COUNT ONE
11
(Breach of Fiduciary DutyAgainst Caulfield, Gowins and Mark)
12
133. Plaintiffs reallege and incorporate by reference all the foregoing
4
5
6
7

(480) 421-1001
13
allegations as though set forth fully here.
14
134. As purported Directors of Global, Caulfield, Gowins and Mark
15
owe fiduciary duties of utmost care and loyalty to Global and the members
16
and other Directors of Global.
17
18
owe a duty to Global and the members and other Directors of Global not to
19
benefit themselves at the expense of the company, its members, or Directors.
20
21
owe a duty to Global and the members and other Directors of Global to deal
22
with the companys assets, employees, and members in utmost good faith
23
and honesty.
24
137. Caulfield, Gowins and Mark have breached their fiduciary duties
25
to Global, GSG and Popovic by purporting to act on behalf of the company
26
without due authority or authorization from a properly constituted Board of
27
Directors or from Popovic as the companys President and CEO.
28
24

(480) 421-1001
138. Caulfield, Gowins and Mark have sought to directly harm GSG
and Popovic by illicitly usurping all management and control of Global to
the exclusion of both GSG and Popovic.
139. Caulfield, Gowins and Mark have breached their fiduciary duties
to Global, GSG and Popovic by, among other things, (1) cutting off his sala-
ry and other compensation; (2) blocking his ability access his company email
account; (3) establishing new bank accounts and trying to cause customers
and vendors to deposit company funds into accounts that are completely
controlled by them; (4) seizing control of Globals Internet domain name and
10
the companys server; (5) holding themselves out improperly as Globals du-
11
ly-appointed Board of Directors; and (6) making false and otherwise
12
misleading statements about Popovic to Globals customers and vendors;
13
and (6) accusing Popovic of misusing company funds as a pretext for termi-
14
nating and/or suspending his employment.
15
140. The illegal acts were undertaken ultra vires and without the input
16
or consent of GSG and Popovic, the companys majority owner, President,
17
and CEO.
18
141. Caulfield, Gowins and Mark have undertaken these actions in an
19
effort to seize control of Global and to prevent GSG and Popovic from hav-
20
ing any further meaningful participation in and benefit from the company.
21
142. The ultra vires acts of Caulfield, Gowins and Mark are, at a min-
22
imum, grossly negligent and were taken without due regard for the
23
consequences of their conduct, or were taken with the actual intent to direct-
24
ly harm GSG and Popovic.
25
143. The ultra vires acts of Caulfield, Gowins and Mark have in fact
26
prevented GSG and Popovic from participating in and benefitting from
27
Globals business.
28
25
144. These ultra vires acts have already harmed Global by damaging
its reputation and customer goodwill, and has caused at least one customer
to cancel a services contract with the company.
145. These ultra vires acts also threaten the life, health, and safety of
Globals security personnel stationed in the field. Caulfield, Gowins and
Mark have caused significant confusion about the companys chain of com-
mand and have deprived security personnel of a critical point of contact in
Popovic, the companys most experience security manager and coordinator.

146. Defendants wrongful actions amount to a freeze-out of GSG and
9
10
Popovic.
147. Defendants wrongful actions are oppressive to GSG and Popov-

(480) 421-1001
11
12
ic.
13
148. On information and belief, Caulfield, Gowins, and Mark have
14
breached their fiduciary duties of loyalty to Global by, among other things,
15
using company confidential information to compete directly with Global.
16
149. Caulfield, Gowins, and Mark have breached their fiduciary duties
17
to Global by, among other things, interfering with Globals business relation-
18
ship with NSB Shipping with the intent, on information and belief, to induce
19
NSB Shipping to move its business to a competing business controlled,
20
owned, or operated by one or more of the Defendants.
21
22
breached their fiduciary duties by using Globals goodwill, office space, con-
23
tractors, and other company assets to compete with Global and benefit
24
themselves at Globals and Popovics expense.
25
26
breached their fiduciary duties by using Globals trade secrets and know-
27
how to compete with Global.
28
26
152. Defendants wrongful actions are wasting the goodwill, assets
and value of Global, and are causing direct harm to Globals majority owner,
GSG, and GSGs sole stockholder, Popovic.
4
5
fiduciaries of Global and GSG.
154. Defendants bad acts have caused Globals largest and most im-
portant client, NSB Shipping, to cancel its Master Services Agreement and
cease doing business with Global altogether.
9
10
(480) 421-1001
153. All of Defendants wrongful actions are made in bad faith and as
155. Defendants bad acts have caused Laeisz Shipping and Sea Team
Shipping, two other Global clients, to cease doing business with Global.
11
156. Caulfield, Gowins and Mark have committed these acts with the
12
willful intent to cause harm directly to Popovic and GSG. The acts are ex-
13
treme and outrageous and can only be intended to cause severe economic
14
harm to Plaintiffs. Therefore, the imposition of punitive damages is war-
15
ranted in this case to punish Defendants bad acts and to stop others in a
16
similar position from committing similar harm to others.
17
157. Because this matter arises out of contract (i.e., the Operating
18
Agreement of Global), under A.R.S. 12-341 and 12-341.01, Plaintiffs are
19
entitled to their reasonable costs and attorneys fees, with interest on all such
20
fees and costs at the rate of ten percent (10%) per annum pursuant to A.R.S.
21
44-1204(a), from the date of any judgment until paid in full.
22
C O U N T T WO
23
(Breach of ContractGlobal against Mark)
24
25

26
159. Mark has entered into a valid and enforceable Employment
27
Agreement that generally governs his rights, duties, and obligations as an
28
employee and agent of Global and its related companies.

27
160. Under Section 2 of the Employment Agreement, Mark agreed
that all information learned by him during the course of his employment will
be considered confidential and that he would treat confidential in accor-
dance with the terms of his Employment Agreement.
161. Under Section 2 of Marks Employment Agreement, he is prohi-
bited him from using or disclosing confidential company information for any
purpose not reasonably related to GSGs and Globals business.
162. Under Section 1(a) of the Employment Agreement, Mark agreed
to devote his efforts and substantially all of his business time and atten-

(480) 421-1001
10
tion to the business of the Company and its Subsidiaries.
11
163. Under Section 1(a) of Marks Employment Agreement, he is per-
12
mitted to obtain ownership interests and participate in other companies
13
provided that such activities do not interfere with the fulfillment of Execu-
14
tives obligations under the Employment Agreement.
15
164. Under Section 3 of Marks Employment Agreement, he is prohi-
16
bited from owning, managing, controlling, participating in, consulting with,
17
rendering services for, or in any manner engaging in any business competing
18
with the businesses of the Greyside Group by offering maritime security ser-
19
vices in competing markets.
20
165. On information and belief, Mark has breached his Employment
21
Agreement by, among other things, participating in a business designed to
22
compete directly with Global and steal Globals customers.
23
166. Under Section 3 of his Employment Agreement, Mark is prohi-
24
bited from inducing or attempting to induce any customer, supplier, licensee
25
or anyone else with a business relationship to Global to cease doing business
26
with, or modify its business relationship with, Global, or in any way inter-
27
fere, in any material respect, with the relationship between any such
28
customer, supplier, licensee or business relationship.

28

(480) 421-1001
167. Mark has breached his Employment Agreement by seeking to in-
duce NSB Shipping to terminate its relationship with Global and, on
information and belief, move its business to a competing business formed by
Mark, Caulfield, and Gowins.
168. On information and belief, Mark has breached his Employment
Agreement by using Globals confidential information to compete directly
with Global while the Employment Agreement is in effect.
169. Mark has breached his Employment Agreement by inducing
James Kirsop-TaylorGlobals contractor for European business develop-
10
mentto cease doing work for Global and instead, on information and
11
belief, devote his time doing business development for a competing business
12
owned, operated, and controlled by Mark, Caulfield, and Gowins.
13
170. Under his Employment Agreement, Mark is prohibited from
14
making any statement that disparages Global, Popovic, GSG, any other affi-
15
liated entity. He his further prohibited from making any statement which
16
reflects negatively upon Global, Popovic, GSG, any other affiliated entity, in-
17
cluding but not limited to statements regarding the Globals financial
18
condition, its officers, directors, shareholders, unitholders, employees and
19
affiliates.
20
171. Mark has breached his Employment Agreement by contacting
21
Globals customers and suppliers and making statements designed to give
22
Globals customers and suppliers the impression that Global is in financial
23
distress, poorly operated, or likely to fail.
24
172. Mark has breached his Employment Agreement by contacting
25
Globals customers and suppliers and making statements that disparage Po-
26
povics character and his ability manage Global.
27
28
29
173. Marks breaches of his Employment Agreement have caused se-
vere harm to Globals and Popovics goodwill and have caused Global to
lose three key customers.

(480) 421-1001
174. Defendants bad acts have caused Laeisz Shipping and Sea Team
Shipping, two other Global clients, to cease doing business with Global.
175. Marks breaches of his Employment Agreement have damaged
Global in an amount to be proved at trial, but not less than $10 million by
his deliberate destruction of Global as an ongoing business.
176. Because this matter arises out of contract (i.e., the Employment
10
Agreement), under A.R.S. 12-341 and 12-341.01, Global is entitled to its
11
reasonable costs and attorneys fees, with interest on all such fees and costs
12
at the rate of 10% per annum pursuant to A.R.S. 44-1204(a), from the
13
date of any judgment until paid in full.
14
COUNT THREE
15
(Tortious Interference with Management AgreementPopovic Against Caulfield, Gowins and Mark)
16
17
18
19
20
21
22
23
24
25
26
27

178. Popovic and Kenton are parties to the Management Agreement,
which generally sets the terms and conditions of Popovics employment with
Global.
179. Caulfield, Gowins and Mark have knowledge of the Management
Agreement between Popovic and Global.
180. Caulfield, Gowins and Mark have intentionally leveled false and
otherwise trumped-up allegations of misuse and/or comingling of company
funds against Popovic as a pretext for finding Cause for Popovics termination and/or suspension.
28
30
181. Defendants allegations of misappropriation and/or comingling
1
2
against Popovic are false.
182. Defendants conduct is completely unjustified. Popovic has not
engaged in any conduct that would constitute Cause for termination under
his Management Agreement.

183. Similarly, Defendants are falsely holding themselves out as the

(480) 421-1001
duly appointed Board of Directors of Global.
184. But because Globals Board of Directors has yet to be formed,
and no meeting of the Board of Directors has been held where a quorum has
10
been present, the Board of Directors could not have made an determination
11
in its good faith judgment that Popovic should be terminated and/or sus-
12
pended, and no determination in good faith that Cause for termination
13
and/or suspension existed.

185. Defendants intentional and wrongful acts were a significant fac-
14
15
tor in causing the breach of Popovics Management Agreement.

186. Defendants intentional and wrongful acts have caused harm to
16
17
Popovic, GSG and Global.

187. There is no commercial justification for Defendants wrongful
18
19
acts.
20
21
willful intent to cause harm directly to Popovic. The acts are extreme and
22
outrageous and can only be intended to cause severe economic harm to Po-
23
povic. Therefore, the imposition of punitive damages is warranted in this
24
case to punish their bad acts and to stop others in a similar position from
25
committing similar harm to others.
26
189. Because this matter arises out of contract (i.e., the Management
27
Agreement), under A.R.S. 12-341 and 12-341.01, Popovic is entitled to
28
his reasonable costs and attorneys fees, with interest on all such fees and
31
costs at the rate of ten percent (10%) per annum pursuant to A.R.S. 44-
1204(a), from the date of any judgment until paid in full.
COUNT FOUR
(Tortious Interference with GSG and Globals ContractsAgainst Caulfield,

Gowins and Mark)
5
6
7
8
9
10
(480) 421-1001
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

191. Caulfield, Gowins and Mark have knowledge of Globals and
GSGs contracts with various customers, employees and vendors.
192. Caulfield, Gowins and Mark have sought to usurp all management and control of Global to the exclusion of both GSG and Popovic by,
among other things, blocking Popovics ability access his company email account; establishing new bank accounts and trying to cause customers and
vendors to deposit company funds into accounts that are completely controlled by them; seizing control of Globals Internet domain name and the
companys server; holding themselves out improperly as Globals dulyappointed Board of Directors; and making false and otherwise misleading
statements about Popovic to Globals customers and vendors.
193. Caulfield, Gowins and Mark have intentionally leveled false and
otherwise trumped-up allegations of misuse and/or comingling of company
funds against Popovic, as a pretext for finding Cause for Popovics termination and/or suspension and to further their efforts to illegal seize control
of Global.
194. Defendants have intentionally and falsely represented to Globals
customers and vendors that Popovic has been suspended and otherwise terminated from his employment with the company.
195. On information and belief, Defendants have taken steps to induce
Globals largest client to cease doing business with Global and instead work
32

(480) 421-1001
with a competing business owned, operated, and controlled by Caulfield,
Mark, and Gowin.
196. The illegal acts were undertaken ultra vires and without the input
or consent of GSG and Popovic, the companys majority owner, President,
and CEO.
197. Defendants intentional acts have caused confusion among Glob-
als customers and vendors, which has damaged the companys and Popovics
reputation and client goodwill.
198. Caulfield, Gowins and Mark have undertaken these actions in an
10
effort to seize control of Global and to prevent GSG and Popovic from hav-
11
ing any further meaningful participation in and benefit from the company,
12
and when that failed, to set up a competing business that would poach all of
13
Globals clients.
14
199. These acts have harmed Global by damaging its reputation and
15
customer goodwill, and have caused NSB Shipping, to cancel a services con-
16
tract with the company worth approximately $130 thousand, and, following
17
that, its entire Master Services Agreement with Global. Two other customer,
18
Laeisz Shipping and Sea Team Shipping, also ceased its dealings with Global.
19
20
vendor goodwill, and has caused at least three vendors, Canadian Sea Mar-
21
shalls, Network Solutions and Fortis LLC, to freeze Globals account and
22
cease doing business until further notice.
23
24
employee goodwill, and has caused at least one officer and employee
25
Fergusonto resign his position with Global/GSG/Kenton.
26
202. In addition, Plaintiffs believe that Defendants wrongful actions
27
have caused losses on potential contracts in Kuwait that would have
28
represented approximately $35 million in revenue to Global.

33
203. Defendants intentional acts were a significant factor in causing
NSB Shipping to cancel its contract with Global, in ending potential business
with Laeisz Shipping and Sea Team Shipping, in causing Canadian Sea Mar-
shalls, Network Solutions and Fortis to freeze Globals accounts, and in
causing Ferguson to resign.
204. Defendants intentional conduct has caused harm to Popovic,
Global, and GSG by destroying the companys relationship with its largest
client, NSB Shipping, as well as with Laeisz Shipping and Sea Team Ship-
ping.
205. Defendants conduct has destroyed Globals, GSGs, and Popov-
10
(480) 421-1001
11
ics reputation and goodwill in the maritime-security industry.
12
206. Defendants conduct is completely unjustified. Defendants are
13
falsely holding themselves out as the duly appointed Board of Directors of
14
Global, and have no authority to terminate and/or suspend Popovic, or to
15
interfere in the contracts of Global or GSG.

207. Defendants intentional acts have caused harm to Popovic, Glob-
16
17
al and GSG.
208. There is no commercial justification for Defendants wrongful
18
19
acts.
20
21
willful intent to cause harm directly to Plaintiffs. The acts are extreme and
22
outrageous and can only be intended to cause severe economic harm to
23
Plaintiffs. Therefore, the imposition of punitive damages is warranted in this
24
case to punish their bad acts and to stop others in a similar position from
25
committing similar harm to others.
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27
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COUNT FIVE
(ConversionAgainst Caulfield, Gowins and Mark)


(480) 421-1001
211. As the majority owner of Global, GSG has a right to receive an
appropriate portion of Globals revenue in the form of salary, bonuses,
member distributions, and other benefits.
212. As the majority owner (through GSG), President and CEO of
Global, Popovic has a right to receive an appropriate portion of Globals
10
revenue in the form of salary, bonuses, member distributions, and other ben-
11
efits.
12
213. Caulfield, Gowins and Mark have wrongfully diverted these ben-
13
efits from GSG and Popovic and exerted dominion over them for their own
14
use.
15
214. Caulfield, Gowins, and Mark have converted GSGs and Popov-
16
ics monies and property by, among other things, (1) cutting off Popovics
17
salary and other compensation; (2) blocking his ability access his company
18
email account; (3) establishing new bank accounts and trying to cause cus-
19
tomers and vendors to deposit company funds into accounts that are
20
completely controlled by them; (4) seizing control of Globals Internet do-
21
main name and the companys server; and (5) holding themselves out
22
improperly as the Globals duly-appointed Board of Directors.
23
215. As set out in this Verified Complaint, Defendants conduct
24
breaches numerous fiduciary and other duties owed to Global, GSG and Po-
25
povic.
26
27
216. Defendants conduct has deprived GSG and Popovic of their

property and has therefore caused them harm.
28
35

(480) 421-1001
217. All of Defendants wrongful actions are made in bad faith, as fiduciaries of Global and GSG.
10
Agreement of Global), under A.R.S. 12-341 and 12-341.01, Plaintiffs are
11
entitled to their reasonable costs and attorneys fees, with interest on all such
12
fees and costs at the rate of ten percent (10%) per annum pursuant to A.R.S.
13
44-1204(a), from the date of any judgment until paid in full.
14
COUNT SIX
15
(ConspiracyAgainst All Defendants)
16
17
18
19

221. Defendants have acted in concert to carry out the actions described in this Verified Complaint.
20
222. Each Defendant has committed one or more unlawful acts, as de-
21
scribed in this Verified Complaint, in furtherance of the torts and breaches of
22
duty described above.
23
223. Caulfield, Gowins and Mark have each individually breached fi-
24
duciary duties owed to Global, GSG and Popovic, and committed these
25
breaches of duty in furtherance of their effort to convert Plaintiffs property
26
rights to their own use.
27
28
224. Each Defendant has intentionally and tortiously undertaken acts

designed to deprive Popovic of the benefits of his Management Agreement.
36
225. Each Defendant has intentionally and tortiously undertaken acts
designed to deprive GSG and Popovic of the benefits of a majority owner-
ship in the Global.
226. Defendants conduct has caused Plaintiffs real harm by depriving
them of money and property rights that rightly belong to them. Defendants
conduct has also harmed Plaintiffs reputations and damaged their goodwill
in the defense industry.

(480) 421-1001
10
11
12
13
14
15
16
17
Agreement of Global and the Management Agreement), under A.R.S. 12-
18
341 and 12-341.01, Plaintiffs are entitled to their reasonable costs and at-
19
torneys fees, with interest on all such fees and costs at the rate of ten percent
20
(10%) per annum pursuant to A.R.S. 44-1204(a), from the date of any
21
judgment until paid in full.
22
COUNT SEVEN
23
(Aiding and AbettingAgainst All Defendants)
24
25
26
27

owe fiduciary duties to the members and other Directors of the company.
28
37
232. As described above, Caulfield, Gowins and Mark have breached
their fiduciary duties, converted Plaintiffs property to their own use, and
tortiously interfered with Plaintiffs and the companys legitimate contract
rights.
233. Each Defendant knowingly participated in these torts and
breaches of duty by individually breaching their own duties and otherwise
providing substantial assistance in others misconduct.
234. Defendants conduct has damaged Plaintiffs through loss of mon-
ey and property rights, but also through harm to Plaintiffs reputations and
10
(480) 421-1001
11
12
customer goodwill in the industry.

13
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COUNT EIGHT
26
(Declaratory JudgmentAgainst All Defendants)
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28

38
1
2
ments Act, DEL. CODE TIT. 10, for a judicial declaration that:
a. The Operating Agreement is valid and binding upon all parties;
b. As purported Directors of Global, Caulfield, Gowins and Mark
owe fiduciary duties of utmost care and loyalty to Global and
the members and other Directors of Global.
c. As purported Directors of Global, Caulfield, Gowins and Mark
owe a duty to Global and the members and other Directors of
Global not to benefit themselves at the expense of the company,
10
(480) 421-1001
239. Plaintiffs request the Court, pursuant to the Declaratory Judg-
its members, or Directors.
11
d. As purported Directors of Global, Caulfield, Gowins and Mark
12
13
Global to deal with the companys assets, employees, and mem-
14
bers in utmost good faith and honesty.
15
e. Caulfield, Gowins and Mark have breached their fiduciary du-
16
ties to Global, GSG and Popovic by purporting to act on behalf
17
of the company without due authority or authorization from a
18
properly constituted Board of Directors or from Popovic as the
19
companys President and CEO.
20
f. Defendants actions and representations in the name of Globals
21
Board of Directors, are illegal, ultra vires, invalid and voida-
22
ble;
23
g. Popovic was and is Globals President and Chief Executive Of-
24
ficer, and Popovic retains all rights, authority and access as
25
President and CEO of Global, and has not been terminated,
26
suspended or otherwise relieved of duty or authority;
27
28
39
h. Popovics terminations of Gowins and Mark as officers and
employees of Global, and his termination of Geissinger as a
consultant to Global, are valid and effective;
i. Popovic is duly empowered under the Operating Agreement to
conduct business on behalf of Global with Globals customers,
vendors (including banking relationships), officers, employees
and consultants; and,
j. Defendants diversion of monies to accounts other than those
established by Popovic as President and CEO is wrongful conversion.

(480) 421-1001
10
11
12
13
14
15
16

JURY TRIAL DEMAND
17
18
241. Plaintiffs request a trial by jury on all claims.

*
19
20
W H E R E F O R E , Plaintiffs GreySide Group, Inc. (GSG), Greyside
21
Global LLC, and Aleksandar Alex Popovic (Popovic) pray for judgment
22
and relief against all defendants as follows:
23
A. Temporarily, preliminarily, and permanently restraining defendants
24
Robert Caulfield and Jane Doe Caulfield (Caulfield), Chris Go-
25
wins and Jane Doe Gowins (Gowins), and Chris Mark and Jane
26
Doe Mark (Mark) from:
27
28
i.
Purporting to act as, or taking any affirmative steps in the

name of Globals Board of Directors, as that term is defined
40
in
representing to others that to their actions are taken in the
name of Globals Board of Directors;
ii.
Global,
LLCs
Operating
Agreement,
or
Interfering with President and Chief Executive Officer Alek-
sandar Popovics (Popovic) decisions, rights, authority,
actions or access as President and CEO of Global, which in-
cludes refraining from conduct which purports to terminate or
suspend Popovic, or communicating with others that Popovic
has been suspended, terminated, or has otherwise limited authority to act as Globals President and CEO;
10
11
(480) 421-1001
Greyside
iii.
Interfering with Popovics decisions, right, authority or actions
12
to hire and fire officers, employees and independent contrac-
13
tors of Global and Kenton;
14
iv.
Limiting the access of Popovic to Globals books, records, files,
15
documents, electronic records, communications, contract and
16
bank accounts, including closing or modifying those accounts,
17
or modifying the terms of those accounts;
18
v.
Limiting the access of Popovic to Globals servers, website and
19
email network, including withholding the username and pass-
20
word information, and changing usernames or passwords to
21
prevent Popovics access;
22
vi.
Limiting the access of Popovic to Globals Network Solutions
23
account, including withholding the Username and Password
24
for that account, or changing the Username or Password to
25
prevent Popovics access;
26
vii.
than those designated in writing by Popovic;
27
28
Diverting monies intended for Global to bank accounts other
viii.
Taking any affirmative steps to prevent Global from operating

41
in the normal course of business through its President and
Chief Executive Officer, Popovic.
3
4
i.
The Operating Agreement is valid and binding upon all parties;
ii.
As purported Directors of Global, Caulfield, Gowins and Mark
owe fiduciary duties of utmost care and loyalty to Global and
the members and other Directors of Global.

(480) 421-1001
B. Entering a declaration of judgment that:
iii.
10
Global not to benefit themselves at the expense of the compa-
11
ny, its members, or Directors.
12
iv.
13
14
Global to deal with the companys assets, employees, and
15
members in utmost good faith and honesty.
16
v.
Caulfield, Gowins and Mark have breached their fiduciary du-
17
ties to Global, GSG and Popovic by purporting to act on
18
behalf of the company without due authority or authorization
19
from a properly constituted Board of Directors or from Popov-
20
ic as the companys President and CEO.
21
vi.
Defendants actions and representations in the name of Glob-
22
als Board of Directors, are illegal, ultra vires, invalid and
23
voidable;
24
vii.
Popovic was and is Globals President and Chief Executive Of-
25
ficer, and Popovic retains all rights, authority and access as
26
President and CEO of Global, and has not been terminated,
27
suspended or otherwise relieved of duty or authority;
28
42
Popovics terminations of Gowins and Mark as officers and
employees of Global, and his termination of Geissinger as a
consultant to Global, are valid and effective;
ix.
Popovic is duly empowered under the Operating Agreement to
conduct business on behalf of Global with Globals customers,
vendors (including banking relationships), officers, employees
and consultants; and,
8
9
10
(480) 421-1001
viii.
x.
Defendants diversion of monies to accounts other than those

established by Popovic as President and CEO is wrongful conversion.
11
C. Awarding compensatory damages in an amount to be proven at tri-
12
al, but not less than the amount of $10 million for Defendants
13
deliberate destruction of Global as an ongoing business;
14
D. Awarding punitive damages in an amount sufficient to punish De-
15
fendants and others similarly situated from engaging in similar
16
conduct in the future;
17
E. Awarding Plaintiffs their reasonable attorneys fees and taxable
18
costs as provided under A.R.S. 12-341, 12-341.01, applicable Ari-
19
zona, Delaware and Virginia law, and the parties agreements;
20
21
22
23
F. Awarding pre-judgment and post-judgment interest to the extent allowable by law; and
G. Awarding such other and further relief as the Court deems just and
proper.
24
25
26
27
28
43
DATED this 5th day of January 2012
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By: s/Geoffrey S. Kercsmar

Geoffrey S. Kercsmar
Gregory B. Collins
William T. Luzader III
Attorneys for Plaintiffs Aleksandar Popovic,
Greyside Global LLC, and Greyside Group Inc.

(480) 421-1001
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(480) 421-1001
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CE RT I F I CAT E O F S E RV I C E
I certify that on January 5, 2012, I electronically transmitted the foregoing
to the Clerks Office using the CM/ECF System for filing and transmittal of a
Notice of Electronic Filing to the following:
Karla J. Kraft
Hodel Briggs Winter LLP
8105 Irvine Center Drive, Suite 1400
Irvine, California 92618
kkraft@hbwllp.com
amerlo@hbwllp.com
Joel P. Hoxie
Joseph G. Adams
Snell & Wilmer
One Arizona Center
400 East Van Buren Street, Suite 1900
Phoenix, Arizona 85004
jgadams@swlaw.com
jhoxie@swlaw.com
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By: s/Geoffrey S. Kercsmar

Geoffrey S. Kercsmar

CEO Alex Popovic Lawsuit Vs Chris Mark - Rob Caulfield - Spencer Geissinger - Chris Gowins Federal Lawsuit PDF

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1 Geoffrey S.

Gregory B. Collins (#023158)

8 Attorneys for Plaintiffs

Kercsmar & Feltus PLLC

Aleksandar Popovic, an individual;

Case No. 2:11-cv-02215-NVW

For their complaint against defendants, plaintiffs Aleksandar Alex

Kercsmar & Feltus PLLC

Through this action, the undisputed majority owner of GreySide

holder Alex Popovic (Popovic), seeks immediate injunctive relief to halt

Defendants ongoing efforts to wrest control of the company from Popovic.

Defendantswho falsely claim to be a majority of the members of Globals

board of directors 1have instituted a hostile takeover of the company.

Among other things, Defendants have (1) misappropriated Globals assets,

(2) purported to hold company board meetings without a duly appointed

board, Popovic or the companys majority owner, GSG, being present,

(3) falsely represented Popovics employment status to company officers and

Global is a Delaware limited liability corporation, but its August 2,

Kercsmar & Feltus PLLC

While any company freeze out gives rise to potential irreparable

ploys former military and police personnel to provide high-risk security

services to companies doing business in hostile environments throughout the

fendants conduct has deprived the companys employees of the resources

necessary to effectively provide security services in preservation human life.

Some company personnel have even been stranded by Defendants actions in

remote, dangerous locations. Most critically, Defendants conduct has re-

sulted in a complete loss of competent leadership: of all company employees,

safely direct the companys sensitive security and anti-piracy operations.

Since the Court entered its Temporary Restraining Order on No-

called Allied Guardian whose purpose, on information and belief, is to di-

rectly compete with Popovic, GSG, and Global in the maritime-security

industry, (2) inducing Globals head of European business development,

James Kirsop-Taylor, to devote his time to soliciting Globals customers on

behalf of that competing business, (3) continuing to damage Plaintiffs

goodwill by disparaging Popovic and Global to customers and vendors in

Security Tradeshow in Hamburg, Germany on behalf of their competing

business instead of Global.

As a direct result of Defendants intentional conductagain, un-

the maritime security industry. Defendants actions have effectively destroyed

Global as an ongoing business, causing Plaintiffs damages that exceed $10

Kercsmar & Feltus PLLC

Immediate Court intervention is necessary to prevent irreparable

tious interference with Globals and GSGs business expectancies; (4)

ny confidential information to harm Global and Popovic and poach their

customers and professional relationships.

Popovic is an individual domiciled in the State of Arizona.

GSG is a Nevada Corporation with its principal place of business

in the State of Nevada. Popovic owns 100% of GSGs stock.

Global is a Delaware limited-liability company with its principal

place of business in the State of Virginia. GSG is the undisputed majority

owner of Global; Caulfield, through two investment entities that he controls,

owns a minority interest in Global.

Defendant Robert Caulfield (Caulfield) is an individual domi-

ciled in the State of California. On information and belief, Caulfield is

married to Jane Doe Caulfield, whose actual identity is Margaret Caulfield,

fit of his marital community.

Kercsmar & Feltus PLLC

Defendant Chris Gowins (Gowins) is an individual domiciled

in the State of California. On information and belief, Gowins is married to

name of Mrs. Gowins after it is revealed through additional investigation or

Defendant Chris Mark (Mark) is an individual domiciled in

This Court has jurisdiction over Plaintiffs claims under 28 U.S.C.

1332(a)(1). The amount in controversy exceeds the sum of $75,000, exclu-