This document maps the documented history of a small, interlocking network of Canadian lawyers, cannabis-world veterans, and law enforcement figures who made two successive attempts to acquire MindGeek — parent company of Pornhub and one of the world’s largest pornographic content platforms — ultimately succeeding on the second attempt through a transaction whose structure has been contested in U.S. federal court. It distinguishes three tiers of evidence throughout: (1) documented facts established by court records, regulatory filings, corporate registry documents, or confirmed primary sources; (2) credibly reported allegations from major investigative journalism with named sources; and (3) speculative or thinly sourced inferences, which are flagged explicitly. Key investigative sources include reporting by The Logic, The Globe and Mail, and court filings in Fleites v. MindGeek S.A.R.L. et al., C.D. Cal., Case No. 2:21-cv-04920.
Background: MindGeek and the Crisis of 2020
MindGeek is a technology company incorporated in Luxembourg, with its primary operational presence — approximately 1,000 employees — in Montreal, Quebec. It owns and operates a portfolio of adult entertainment platforms including Pornhub, YouPorn, RedTube, Brazzers, Men.com, and dozens of others. By traffic metrics, Pornhub was for many years among the twenty most visited websites on the internet globally, surpassing platforms such as LinkedIn and generating revenues of approximately $460 million in 2018 at profit margins at times approaching 50% (Financial Times, 2022).
In December 2020, New York Times columnist Nicholas Kristof published an exposé alleging that Pornhub hosted child sexual abuse material (CSAM), rape videos, and non-consensual content, and that the company made it systematically difficult for individuals depicted in such content to have it removed (Kristof, 2020). The consequences were immediate and severe: Mastercard and Visa suspended payment processing to the platform within days. MindGeek removed approximately 80% of its content overnight. The Canadian Parliament’s Standing Committee on Access to Information, Privacy and Ethics initiated a study. A cascade of civil lawsuits followed in the United States and Canada, naming MindGeek, its corporate affiliates, and its ownership structure as defendants in claims ranging from sex trafficking to racketeering.
The crisis dramatically altered MindGeek’s strategic position. A company that had been essentially impervious to public scrutiny by virtue of its private ownership and deliberate opacity was now under governmental and regulatory pressure from multiple jurisdictions simultaneously. Its credit card revenue had collapsed. Its ownership structure — centred on the reclusive Austrian financier Bernd Bergmair, who held majority control through a chain of Luxembourg and British Virgin Islands holding companies — became a subject of active investigative journalism and parliamentary testimony (Financial Times Staff, 2020; Globe and Mail Staff, 2021).
It was in this context — a massively profitable business under existential reputational pressure — that the network described in this document identified an acquisition opportunity.
The Network: Individual Profiles
Fady Mansour
Fady Mansour is an Ottawa-based criminal and regulatory lawyer, partner at the Ottawa firm Friedman Mansour LLP alongside Solomon Friedman. His professional specialisation is precisely the legal terrain MindGeek occupied: judicial authorizations including search warrants and digital production orders, offences related to intimate media, and online exploitation offences. According to his firm biography, he is “often called upon to provide legal guidance for entities seeking regulatory clarity in areas of potential criminal law risk” (Ethical Capital Partners, 2023). He served as president of Bruinen Investments during Project Narsil (Victor, 2021) and subsequently became managing partner and majority beneficial owner of Ethical Capital Partners, holding at least 75% of the three British Virgin Islands entities through which ECP holds MindGeek/Aylo (Victor, 2023).
Solomon Friedman
Solomon Friedman is Mansour’s law partner at Friedman Mansour LLP, described as an “award-winning trial and appellate lawyer, legal author and adjunct law professor” with experience representing organizations on complex legal and regulatory challenges (Ethical Capital Partners, 2023). He served as Bruinen’s chief ethics officer during Project Narsil (Victor, 2023) and became a co-founding partner of ECP, serving as vice president of compliance and its most active public spokesperson. Friedman told The Logic that ECP structured its acquisition through the BVI for standard private equity tax reasons, and denied that MindGeek’s previous owners retained any continued stake in the company following the sale (Victor, 2023, 2024).
Derek Ogden
Derek Ogden is a retired RCMP Chief Superintendent who served as Director-General of the RCMP’s Organized Crime and Drugs Program — the most senior position in the RCMP’s drug and organized crime enforcement apparatus. He is the law enforcement credibility anchor of the network, the figure whose biography communicates institutional trustworthiness to regulators, parliamentarians, and the press. He served on Bruinen’s board as “director of global law enforcement relations,” a position that prompted the RCMP itself to publicly clarify it did not endorse private business arrangements (Victor, 2021). He is a co-founding partner of ECP (Ethical Capital Partners, 2023).
Sarah Bain
Sarah Bain is a communications strategist and political operative. She is described in ECP materials as an “expert communicator, public engagement specialist and complex problem solver” and a “regular political strategist and media commentator” (Ethical Capital Partners, 2023). She is the network’s public relations and stakeholder relations brain, managing communications with governments, advocacy groups, and media. She was part of the Bruinen team during Project Narsil and is a co-founding partner of ECP. In that capacity she has been ECP’s primary public voice on content moderation and platform safety, and the contact for third-party organizations including Crime Stoppers International (Patriquin, 2025).
Rocco Meliambro
Rocco Meliambro is a Canadian cannabis entrepreneur whose connection to the network runs through shared history with Chuck Rifici in the cannabis industry: both served as directors of National Access Cannabis Corporation (Tenbarge, 2023). Meliambro did not participate publicly in Project Narsil but became ECP’s chairman when ECP was formed. He is the network’s external business face, lending commercial credibility to a firm led primarily by lawyers.
First Attempt: Project Narsil and Bruinen Investments (2021)
Formation and Strategy
In approximately April 2021, Chuck Rifici — a Canadian cannabis entrepreneur who had co-founded what became Canopy Growth Corporation and served as CFO of the Liberal Party of Canada — incorporated Bruinen Investments Inc. in Ottawa. The name was a Tolkien reference, as was the project codename: “Project Narsil,” after the legendary sword shattered in battle against evil and later reforged and wielded by a man who becomes king. The metaphor was self-conscious and deliberate (Victor, 2021).
The strategy, as documented in a confidential pitch deck reviewed by The Logic, had three stated objectives: (1) acquire MindGeek; (2) restructure the company and rehabilitate its reputation, making it suitable for a subsequent sale or merger with a SPAC; and (3) generate significant returns for investors. The pitch deck identified the acquisition target as “one of the most recognized and undervalued brands in the adult entertainment and technology sector” and projected that under Bruinen’s ownership MindGeek would generate EBITDA of 296 million thereafter (Victor, 2021).
The Team
Rifici assembled a team designed to project credibility across several dimensions simultaneously. Mansour was installed as president and Friedman as chief ethics officer — giving the firm a legal core with specific expertise in the regulatory landscape MindGeek navigated. Ogden joined the board as director of global law enforcement relations, signalling that law enforcement concerns about the platform would be managed from inside rather than prosecuted from outside. Malcolm Katz-Larson, a former venture capitalist at Inovia Capital, served as principal. Sophie Watts, a British entertainment executive, joined as special adviser. Bain was part of the communications apparatus (Silcoff, 2021; Victor, 2021).
The pitch deck included a page of logos from prestigious organizations for whom Bruinen team members had previously worked — the RCMP, the Liberal Party of Canada, Amazon, Deutsche Bank, Nokia, and Canopy Growth among them. This generated its own controversy when the pitch became public: the Liberal Party of Canada issued a statement that it had “no involvement with the business” referenced and that its logo had been used without permission. The RCMP similarly stated it did not endorse private businesses (Victor, 2021).
The Offer and Its Rejection
Bruinen offered US$525 million for MindGeek — described in the pitch deck as approximately 2.8 times MindGeek’s 2020 annual EBITDA. Investigative reporting confirmed that Bruinen had secured lenders to fund the transaction (Silcoff, 2021). The offer was rejected. MindGeek’s owners — Bernd Bergmair, CEO Feras Antoon, and COO David Tassillo — rebuffed Bruinen’s approach, along with those of at least two other Canadian investor groups that made bids during the same period, including a group led by Michael Serruya, co-founder of the Yogen Früz chain (Claude, 2026). Per Globe and Mail reporting, Bergmair was described as “reluctant to give up all of his ownership in the company” and the three owners “rarely achieved consensus over a sale.” Project Narsil folded by late 2021 without a transaction.
Interregnum: MindGeek Deteriorates Further (2021–2023)
Between the collapse of Project Narsil and the eventual ECP acquisition, MindGeek’s internal and external situation worsened considerably. The Fleites lawsuit — brought by Serena Fleites, who alleged MindGeek knowingly hosted sexually explicit material depicting her at age 13 — was filed in June 2021. Visa and Mastercard’s suspension of advertising-related payment services deepened. Bergmair made internal efforts to buy out Antoon and Tassillo rather than sell the company outright, but those efforts reportedly stalled (Financial Times, 2022b).
On June 21, 2022, Antoon and Tassillo resigned simultaneously as CEO and COO, alongside the layoff of approximately 200 employees. Anti-trafficking campaigner Laila Mickelwait reported via an insider source that Bergmair had told the executives to “resign or be fired.” The Financial Times reported the internal situation had become “a messy fight” (Financial Times, 2022b). The company’s combined legal exposure — from multiple active lawsuits involving racketeering, sex trafficking, and CSAM allegations — continued to mount.
In December 2021, ECP was incorporated as an Ontario entity, sharing an address with the Friedman Mansour law firm (Victor, 2023). Between August 2022 and February 2023, ECP incorporated three additional entities in the British Virgin Islands — ECP One, ECP Three, and ECP Four — through which the acquisition of MindGeek would be structured. The timing: these BVI vehicles were created specifically to execute the purchase, in the months immediately before the deal was announced (Victor, 2023).
Second Attempt: The ECP Acquisition (March 2023)
Announcement and Framing
On March 16, 2023 — one day after Netflix premiered the documentary Money Shot: The Pornhub Story, which renewed public scrutiny of MindGeek — ECP announced it had acquired MindGeek. The timing of the announcement relative to the documentary premiere was noted by journalists and observers (Goldsmith, 2023).
ECP’s public framing centred on the language of ethics, accountability, and reform. Managing partner Fady Mansour described MindGeek as “a dynamic tech brand that is built upon a foundation of trust, safety and compliance” and stated that ECP had “a unique opportunity to strengthen what already exists” (Ethical Capital Partners, 2023b). Founding partner Derek Ogden stated that “mere regulatory compliance is not enough” and that MindGeek must “reassure, communicate and take on a more visible leadership role.” Sarah Bain pledged to engage “stakeholders, including content creators, governments and industry” and to correct the “misalignment between how MindGeek operates and what the public perceives.” The firm’s motto — “where others see complexity, we see opportunity” — made the investment rationale explicit without obscuring it (Ethical Capital Partners, 2023b).
The financial terms were not disclosed at the time of the announcement and ECP declined to name its investors or identify the source of acquisition capital.
The Price and the Structural Question
The sale price remained undisclosed publicly until March 2025, when ECP’s own counsel, LisaMarie Collins, confirmed US125 million less than the US$525 million that MindGeek’s owners had rejected from Bruinen in 2021. The same three owners — Bergmair, Antoon, and Tassillo — who turned down a higher bid accepted a lower one two years later, after a period of dramatically worsened legal and reputational position.
At the same March 2025 hearing, plaintiff’s attorney Michael Bowe, representing Serena Fleites, made a more pointed allegation: that ECP had “pretended to buy the company, announced it bought the company but didn’t really buy the company.” Bowe further alleged that ECP was likely insolvent at the time of its offer, and that rather than paying US$400 million as a lump sum, ECP had structured the acquisition as installment payments to Bergmair, Antoon, and Tassillo contingent on ECP having “sufficient funds to do so” at each payment date — effectively a promissory arrangement rather than a conventional acquisition (Victor, 2024). ECP’s counsel denied the characterization, confirming that payments had been made to the former owners. Friedman separately denied that the previous owners retained any continuing stake. The competing characterizations have not been resolved by the court.
The BVI Structure
Investigative reporting by The Logic, published in December 2023, established that the three entities through which ECP actually owns MindGeek — ECP One, ECP Three, and ECP Four — are incorporated in the British Virgin Islands, a jurisdiction that does not publicly disclose beneficial owners or directors (Victor, 2023). The sole listed director of each entity is FFP (BVI) Limited, a registered agent firm providing what it describes as “fiduciary, restructuring, trustee, economic substance and registered office and agent services.”
In an interview with The Logic, Friedman confirmed that Mansour is the beneficial owner of the three BVI entities and holds at least 75% of their shares. Friedman declined to state whether there are additional shareholders. He defended the BVI structure as standard private equity practice, stating that moving a foreign corporation immediately to Canada “would be an incredibly irresponsible thing to do” (Victor, 2023).
The opacity of this arrangement existed in direct tension with ECP’s public positioning around transparency and accountability. The practical consequence is that who holds the remaining stake — if any — in the entities that own one of the world’s largest pornographic content platforms is not publicly known.
Personnel Continuity Between Bruinen and ECP
The overlap between the Bruinen and ECP teams is documented and substantial. Friedman (Bruinen’s chief ethics officer) and Mansour (Bruinen’s president) became co-founding partners of ECP. Ogden (Bruinen’s director of global law enforcement relations) and Bain (communications) also moved from Bruinen to ECP. Meliambro, though not publicly part of Bruinen, connected through shared cannabis-sector history with Rifici. Chuck Rifici — the founder and public face of Project Narsil — does not appear on ECP’s website or public materials and has not been publicly identified as a participant in the ECP transaction (Tenbarge, 2023; Victor, 2023).
The Rebrand: MindGeek Becomes Aylo (August 2023)
On August 17, 2023 — approximately five months after ECP’s acquisition — MindGeek announced a corporate rebrand, renaming the parent entity Aylo. The individual properties — Pornhub, Brazzers, RedTube, YouPorn, Men.com, and others — retained their existing names. The Aylo name was described as signifying “a fresh beginning” and reflecting “dedication to being a global leading tech platform.” The company stated that the rebranding emerged from employee input and was driven by “the need for a fresh start and a renewed commitment to innovation, diverse and inclusive adult content, and trust and safety” (Ethical Capital Partners, 2023c).
The word “Aylo” has no prior meaning. This was, per the company’s own statement, intentional: it was to be a vessel into which new meaning could be poured, severed from the reputational history of the MindGeek name (Ethical Capital Partners, 2023c).
Under Aylo’s banner, ECP undertook a series of stakeholder engagement initiatives: consultations with content creators, law enforcement, civil society organizations, and victim advocacy groups. In September 2023, Aylo and the United States Attorney’s Office reached an agreement regarding a government investigation — the terms of which were not publicly disclosed. In January 2024, Aylo entered into a “working relationship” with Crime Stoppers International (CSI) to review Aylo’s trust and safety processes. In March 2025, Aylo’s operating structure remained a complex web of entities in Cyprus, Canada, Delaware, Ireland, Luxembourg, the British Virgin Islands, and other jurisdictions, reflecting the same structural opacity that had characterized MindGeek under Bergmair’s ownership (Federal Trade Commission & Utah Division of Consumer Protection, 2025).
The Crime Stoppers Audit That Wasn’t
The Crime Stoppers International arrangement deserves specific attention because it illustrates a pattern: the commissioning of independent-looking accountability processes whose results are then controlled by the subject.
In March 2024, CSI — a Netherlands-based non-profit representing 800 Crime Stoppers chapters worldwide — announced it was reviewing Aylo’s trust and safety processes and pledged to make its findings and recommendations public. The review included on-site visits to Aylo facilities in Cyprus and Montreal. In 2023, CSI received $30,000 for the “Aylo Project” per documents filed with the U.S. Internal Revenue Service — though whether Aylo provided these funds and for what purpose was not clarified by either party (Patriquin, 2025).
CSI completed its report in early 2025. It did not publish it. In October 2024 and May 2025 communications obtained by The Logic, CSI CEO Shane Britten stated that a confidentiality clause in CSI’s agreement with Aylo prevented public release: “It is now a matter for Aylo whether it makes a version available for public release.” Sarah Bain confirmed the review had occurred but did not respond to questions about the report’s contents or why it remained private (Patriquin, 2025). As of publication, the report has not been released. CSI’s own member organizations have criticized the association’s involvement with Aylo, with at least one critic noting that CSI had appeared “unaware of the scope of the charges against Aylo” at the outset of the engagement.
FTC and Utah Enforcement Action (September 2025)
The most significant regulatory development since the acquisition came on September 3, 2025, when the Federal Trade Commission and the Utah Division of Consumer Protection, represented by the Utah Attorney General’s office, announced a proposed consent order against Aylo covering multiple entities across its corporate structure (Federal Trade Commission & Utah Division of Consumer Protection, 2025). The settlement was approved by a U.S. federal judge in Utah on September 9, 2025.
The FTC’s complaint alleged that Aylo had, over a period beginning in 2012, distributed “tens of thousands” of videos and images constituting CSAM and nonconsensual material, and had systematically deceived users and content creators about its practices for detecting and removing such content. Specific allegations included: that Aylo claimed to have flagging systems that did not function as described; that Aylo failed to permanently ban users who uploaded CSAM and NCM, prohibiting only the same username and email address rather than the individual; that Aylo had fingerprinted previously identified illegal content but that this fingerprinting system was ineffective from at least 2017 to August 2021, resulting in hundreds of previously identified CSAM videos being reuploaded; and that an Aylo employee had internally described Pornhub as a “goldmine for rape content” [@collier_PornhubOwnerFined5M_2025]. The FTC further alleged that Aylo collected identity documentation from performers through a third-party verification vendor, then obtained that data directly, stored it unencrypted, failed to restrict access, and did not store it behind a firewall (Silberling, 2025).
The settlement required Aylo to pay 15 million penalty conditional on compliance failures. It subjects Aylo to a decade of mandatory third-party compliance reviews, requires comprehensive age and consent verification for all content, mandates the removal of all existing unverified content until verification is complete, and requires the implementation of a comprehensive data security programme [@silberling_PornhubOwnerPays5M_2025].
Aylo’s response stated that “all of the FTC’s complaints stem from 2020 or earlier” — before ECP’s ownership — and characterized the settlement as reaffirming measures already in place. The FTC disputed the temporal framing, noting that some allegations in the complaint were deliberately written in the present tense. One FTC commissioner’s statement accompanying the settlement called Aylo’s conduct “evil acts” and expressed regret that a 2021 Supreme Court ruling limiting the FTC’s ability to seek monetary restitution prevented the agency from obtaining “appropriate financial relief for those victimized by Aylo.” The commissioner explicitly called on Congress to restore the FTC’s remedial authority (Meador & Ferguson, 2025).
The settlement did not constitute an admission of wrongdoing by Aylo.
What Remains Unresolved or Speculative
Documented but Structurally Opaque
The identity of additional shareholders in ECP’s BVI entities. Mansour is confirmed as holding at least 75% of ECP One, ECP Three, and ECP Four. Friedman declined to state whether there are other shareholders. The BVI structure legally shields this information from public disclosure (Victor, 2023). This is an evidentiary gap established as a live question, not resolved.
The nature of the payment structure. Bowe’s allegation that the acquisition was an installment arrangement by a potentially insolvent buyer — leaving the former owners financially tethered to the company — was denied by ECP’s counsel and by Friedman. It has not been adjudicated. What is established: the price was US$400 million, confirmed in court by ECP’s own counsel (Victor, 2024).
Rifici’s role, if any, in ECP. Rifici assembled the core of the ECP team during Project Narsil. He is not named in ECP’s public materials. Whether he has any informal financial participation in the ECP transaction is not established in public record.
Established
Personnel continuity between Bruinen and ECP is established through direct reporting by The Logic and cross-referencing of corporate records — Friedman, Mansour, Ogden, and Bain all moved from Bruinen to ECP (Victor, 2023).
The BVI incorporation structure is established through corporate registry documents reviewed by The Logic, with Mansour confirmed as majority beneficial owner in an interview with Friedman (Victor, 2023).
The $400 million sale price was confirmed in open court by ECP’s own counsel (Victor, 2024).
The FTC settlement and its terms are documented in filed court documents and FTC press releases (Federal Trade Commission & Utah Division of Consumer Protection, 2025; Silberling, 2025).
Speculative or Unverified
Any connection between this network and Russian organized crime, Russian state-owned entities, or Gazprom is not established in public record. No reporting by The Logic, The Globe and Mail, Tortoise Media, or any other outlet reviewed in the preparation of this document has identified such a connection. This absence of documented connection is noted explicitly, as it is a live investigative question in broader mapping work. Interested analysts should consult the companion Bergmair profile for the structural overlaps — the “Bergmair Does 1–10” as named defendants in Fleites, the “Eastern European investors” identified in the Brown Rudnick complaint as backing Fabian Thylmann’s acquisition, and the December 2024 Reuters reporting on Bergmair’s approach to OFAC regarding Lukoil assets — which represent evidentiary gaps, not established connections (Claude, 2026).