A co-founder of an $8 billion asset management firm says he was forced out after allegedly violating a return-to-office rule — a policy he had helped put in place.
William Nieporte, 57, spent nearly 10 years running Bramshill Investments alongside his high school friends, Art DeGaetano and Stephen Selver, before the pair terminated him in 2022.
At the time, the company said Nieporte had “willfully and deliberately” failed to show up for “in-person work,” according to a termination letter obtained by the Wall Street Journal.
Only months earlier, the three co-owners had introduced the office attendance requirement, directing “at-will” employees to work from one of the firm’s three U.S. offices five days a week.
Nieporte, however, argued in a federal lawsuit obtained by the Daily Mail that the rule did not cover him because he was a co-owner, not simply an employee.
In the complaint, Nieporte alleged that DeGaetano and Selver relied on the policy as a pretext to remove him from Bramshill and “usurp” his 12 percent ownership stake.
According to the lawsuit, the operating agreement for Bramshill’s parent company, Ironmen, included a clause requiring shareholders to sell their interests if they were terminated for cause.
The suit further alleged that ADP Total Source, the human resources firm working with Bramshill, assisted DeGaetano and Selver by issuing the termination letter in a way that made Nieporte’s dismissal appear more valid.
William Nieporte, 57, claims he was ousted from Bramshill Investments for failing to comply with its return-to-office policy – which he helped signed off on
He alleges the policy did not apply to him – and was just used as a ploy by his high school friends, Art DeGaetano and Stephen Selver, to oust him from the company
Nieporte and DeGaetano founded Bramshill Investments back in 2012
Nieporte and DeGaetano founded Bramshill Investments back in 2012.
When Selver then joined the board two years later as a chief executive, he took a 40 percent stake in the company, while DeGaetano, who served as the chief investment officer, held a 48 percent stake in the company.
Nieporte, who served as the chief operating officer and chief compliance officer, held the remaining 12 percent stake.
For the first five years, it seems, the three men did not have any issues – and Nieporte was able to move from New Jersey to San Ramon, California in 2017 with his friends’ blessing.
But the problems started as the company grew more successful during the pandemic – from having approximately $3 billion under management to having over $4.5 billion in assets under management by 2022.
In 2021, the lawsuit states, DeGaetano and Selver sought to argue Nieporte’s wife’s efforts to divorce him triggered a clause in the Ironmen Operating Agreement known as the Divorce Clause.
Under the clause, the two other co-owners would be able to strip Nieporte of his rights as a manager, eliminate his voting rights and buyout his interests in the company if he were to get a divorce.
However, Nieporte’s lawyers argue ‘the mere commencement of a divorce proceeding does not trigger the Divorce Clause,’ and that his wife never obtained legal title to any of his Membership Interests.
Still, Nieporte received a letter on April 26, 2021 from his two high school friends who informed him: ‘Your Membership Interests in Ironmen… have been automatically converted into non-voting Membership Interests and your status as an active board member has now been suspended.
‘In addition, as a result of the Divorce, your Membership Interests are subject to being sold to the Company.’
Selver and DeGaetano told him he should report to the Newport Beach office in southern California (pictured)
Tensions then escalated again the following year, when the three men agreed to order employees back to one of the firm’s offices starting in April.
The executives gave the employees a deadline to report to one of its offices – in either New York City, Naples, Florida or Newport Beach, California – by July 5, though about half of the employees were granted additional flexibility.
‘You are all employees at will and can choose to abide by this mandate in the terms laid out above or not, read the memo signed by Nieporte, DeGaetano and Selver.
‘If you choose to not abide by the mandate, we will be offering severance packages.’
But Nieporte never believed the mandate applied to him, as he was a co-owner and not an ‘at-will’ employee.
‘In discussions they had in connection with the Company’s adoption of the employee policy, neither Art nor [Stephen] ever suggested that it might apply to Bill and Bill made clear he approved it only as to “employees,”‘ the lawsuit states.
Soon, though, Selver and DeGaetano started arguing Nieporte had to move from the San Francisco Bay Area to southern California, where the Newport Beach office was located.
Then, after the deadline passed, DeGaetano wrote to Nieporte: ‘We have both junior and senior employees commuting over one hour each way to work, and yet you feel this policy doesn’t apply to you.’
DeGaetano then warned Nieporte had just 30 days to avoid further action.
In a filing, Nieporte claims the notice was not delivered via fax, hand delivery, courier or certified mail and therefore was not valid.
Still, he approached DeGaetano later that month to discuss a buyout – and following that meeting DeGaetano allegedly asserted in an email that ‘all pending actions on either side will be put on hold.’
It was just days after that meeting, however, that Nieporte was fired, according to the complaint.
The human resources company Bramshill partnered with, ADP Total Source, then helped DeGaetano and Selver make his ouster seem more legitimate by sending him the termination letter, Nieporte argues in the suit filed in the Southern District of New York back in May
He now claims that ADP helped make his ouster seem more legitimate, even though the company ‘knew or should have known that as a Self-Employed Individual, whose rights were derived from one or more limited liability operating agreements, Bill could not be terminated at will.’
He alleged that representatives for the HR software company advised Selver and DeGaetano on how to go about firing him from the company and ‘blessed their decisions and conduct.
‘ADP supplied the corporate apparatus and the official termination notice that Art and Stephen needed to make their sham termination of Bill appear legitimate to the Company’s employees, investors, business partners and regulators,’ the lawsuit says.
‘Without ADP’s active and knowing participation, Art and Stephen could not have affected the sham termination of Bill through ADP’s payroll and human resources system on the cover of an ostensibly routine “at-will” termination,’ it continues.
‘By lending the authority and formality of a professional employer organization’s termination notice for Art’s and Stephen’s scheme, ADP provided critical cover for the unlawful purported termination and enabled Art and Stephen to present it as a legitimate, arms-length employment action rather than the inside breach of fiduciary duty it in fact was.’
The lawsuit goes on to claim Selver and DeGaetano stopped paying Nieporte his portions of the firm’s profits and converted his interest in Bramshill.
Nieporte, who is now working for a start-up company remotely from his home in Nevada, is seeking at least $30 million in lost earnings, profits and the value of his 12 percent stake.
In addition, he seeks to be renamed the company’s chief compliance officer.
But Allyce Hackmann, a spokeswoman for ADP, told the Wall Street Journal it would defend itself against Nieporte’s allegations and that the company is in compliance with applicable laws.
She noted that once the company’s clients make separation decisions and enter them into the software, an automated letter is generated.
Meanwhile, a representative for Bramshill said Nieporte’s claims were built on fabricated accusations and that it expects the legal process to affirm that neither it nor the co-owners engaged in any wrongful conduct.
Nieporte was terminated because of a dereliction of duty and isn’t entitled to the money he is seeking, the representative said.
His attorney, Matthew J Press of Press Karol LLP, said the only duty Bramshill claims he neglected was his failure to return to the office – and such a policy doesn’t amount to valid excuse for termination under the company’s operating agreement.
The Daily Mail has reached out to ADP and Bramshill Investments for comment.
