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Ask The Doctor

27-March-2018
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Ask The Doctor

Dear Sir,

Our television network is small but we specialize in some genres and excel in them. But we have been in all kinds of financial trouble for the last couple of years. Then, towards the end of last year, one of the larger television networks stepped in to buy us out. While the due diligence process was in progress, the new owners also sent in some senior managers to start the process of integration and to relook at our entire working processes. Though I am quite junior in the company, I caught the attention of the representatives of the new owners and was assigned new responsibilities far higher than I was doing earlier. The due diligence process meanwhile ran into problems and the buyout deal got de-railed. Earlier this month, it was called off.

Now that old management has again taken over the daily running of the company and I have been relegated to my old job. I tried to contact the seniors of the company that were trying to buy us out and I have been offered a job in that larger network. My current employers have come to know of this and I have been threatened with legal action if I leave. I am both very confused and very scared. I come from a very poor background and do not have the money or resources to fight a big company. At the same time, I am no longer enjoying my old job as I had got used to the more challenging and wide role.

Please advise.

Madhusudan P.


Dear Madhusudan,

I can both sympathize and empathize with your situation. But whatever you do, you have to proceed with caution so that you do not fall between two stools.

The relevant part of your question to me is that you have a job offer from the larger network but are being threatened with legal proceedings by your current employers.

The first thing you need to ascertain from your potential new employers is that they did not have a ‘no-poaching’ clause in their take over deal with your current employers. Normally, such a clause would exist in any take over situation especially if there is a due-diligence period where the buyers would have access to current employees of the seller company. The ‘no-poaching’ clause ensures that if the deal does not go through, then the potential buyer does not deliberately denude the targeted company by enticing/attracting the seller’s employees, leaving the seller devoid of talent. I suspect your current employers would have had some such protection in their sale agreement with your new employers and would use the same to go after you, should you decide to quit and join the other side.

You may also want to read up your own appointment letter which may have a ‘non-compete’ clause prohibiting you to join another television channel for a specified period of time. My experience is that courts have not really supported these one-sided ‘non-compete’ clauses for junior staff in most of the litigations on the subject but do not forget that irrespective of the outcome of such legal actions if you end up in court, your time and resources will be drained.

Another possible ground for your current employers to prevent you from joining the new organization could be your being privy to sensitive and confidential data and demand a ‘cooling’ from you. This is more applicable to your new employers as failed suitors for your current company than to you as an individual, but a smart lawyer can make life miserable for you in any case if your current employers decide that you have ‘stolen’ company data to take to competitors. I have known this to happen and though the final outcome favoured the employee, there was a lot of harassment and nastiness in the entire episode.

My advice to you is to ask your new employers if they will stand by you in case of a legal situation and look after your legal costs. My guess is ‘no.’ One, you may not be senior enough for them to stick their neck out especially after the failed take over/buyout bid which may have many clauses with serious repercussions. Two, they will want to avoid a legal situation in any case.

Your best bet is to take up an assignment with another employer for a short while, with the consent and buy-in of your new employer, on the understanding that you will join them after a bit of ‘cooling.’ This circumvention could well be arranged by your new employer itself as they are a large network and could get you fixed up with one of their vendors or associates for a while, provided of course they believe you are worth all the bother. This is not an uncommon or an unethical practice. It just helps everyone ‘cool’ down and avoids legal options from being ignited.

Dear Sir,

Of late, I have noticed that a lot of digital buying that we are doing on behalf of a particular client is being done in a very hush-hush manner. I think a lot of ad fraud is happening, including a lot of fictitious use of ad bots. I think the client is fully involved in what is being done. A separate team has been taken out to just handle this client. So, it means that the top management of my company is complicit too in what is being done.

I am neither part of the team that services this client, nor am I in the same department that does the digital buying. But in the course of my own work, I am well aware of what is going on because my function in finance also deals with internal audit. I did mention that something was amiss to my boss but he said I should not waste my time poking my nose into matters that did not concern me.

I am very uncomfortable with the situation. The top management of the client at least needs to know what is happening. It is a global client.

What should I do?

Rupa S.

Dear Rupa,

Whistleblowers in this country are still not looked upon very favourably.

Before you make any move, level any accusations or initiate any dialogue, make sure that the information you have is 100 per cent accurate and unimpeachable. What you are alleging is corporate fraud and that is a serious matter.

The accusation that the client and your agency management are complicit in perpetuating this fraud is an even more serious allegation. If it involves a global company, then it has even more sinister and serious cross-border implications. Frankly, an agony-aunt column is not the forum to discuss such serious matters.

You have really two choices as I see them. One, follow your boss’s advice. Shut your eyes. Look away. Keep quiet and mind your own business. A safe choice for now. At least until the time you are 100 per cent sure that ad fraud is actually happening. That may involve more digging from your side and may warn the fraudsters and get them to cover their tracks or suspend their activities.

Your second choice is a one-way street. Escalating the issue openly or confidentially or even anonymously is sure to impact your job, including being asked to leave if the eventual investigation does not support your allegations.

You may want to discuss this with your family and a good lawyer if you really want to proceed in the matter. Please fully understand the repercussions of your proposed actions. Sometimes matters of conscience need to be fully weighed too for their fullest consequences as lots of reputations and legalities are involved. Not for a moment am I suggesting that you should not follow the path of righteousness, but all that I am stressing is that taking any precipitate action in a matter like this must take into account 1. Why are you doing it? 2.What will you achieve? 3.Why will anyone listen to you? 4.What if your allegations are not proved? 5.What if the whistleblowing actually works to your professional detriment and you are labelled as ‘unreliable’? And of course, there is always the issue of defamation involved if you are proved to be wrong in your allegations.

Think before you leap.

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