Private Equity Default on Deferred Cash Payment: A Lesson in M&A Forum Selection Clauses
PE firm H.I.G. Capital (HIG)…
Private Equity Default on Deferred Cash Payment: A Lesson in M&A Forum Selection Clauses
PE firm H.I.G. Capital (HIG) created platform prison healthcare provider Wellpath and began its roll-up strategy. It missed a $17.5MM deferred cash payment in one…
Seller Remorse Over PE Rollover Equity: A Lesson in Rollover Equity Disclaimers
PE firm Clayton Dubilier & Rice, LLC (CDR) and its portfolio company Artera structured a $700MM utility construction company purchase for a combination of cash…
LG Electronics Attempt to Wipe Out an Advertising Startup’s Liquidity and Board Rights: A Lesson for Structuring Control Sales
LG Electronics (LGE) took a control position in Alphonso, an advertising tech startup. Later and unsatisfied with the contractual relationship between the two companies, LGE…
TikTok Rival Triller’s Failed Merger with AGBA: A Lesson in Post-Merger Damages Calculations
A merged corporation agreed to register its shares for resale and raise $500MM to capitalize the corporation and provide liquidity to investors. The merged corporation…
WSP USA Services Post-Closing M&A Dispute with Versar: A Lesson in Remedy Hierarchy
A seller lost $5MM+ due to missing one key provision in its purchase agreement. In WSP USA Services Inc. v. Versar Inc.. decided by the…
M&A: Time Bars to Claims
Two Delaware opinions were released on June 30, 2026 that cover a regular post-closing topic in M&A. Even though fraud occurred, plaintiffs’ cases were either…
Drafting Post-Closing Modifications in M&A: When E-mails Fail to Qualify as Agreement
A buyer in an M&A transaction thought it modified the deal post-closing via its e-mail communications between the parties. The Delaware Court of Chancery disagreed….
Paramount’s Sale to Skydance: Court Rules on Investigation into Special Committee
Paramount Global’s minority shareholders are investigating its sale to Skydance for wrongdoing. And they now get a new piece of the puzzle.
The Role of Releases in M&A Agreements
A seller in an M&A transaction objected to his own sale of stock on the basis that the buyer had violated a right of first…
Porsche’s Venture Arm Allegedly Killed an Automotive Startup: A Lesson for Companies Accepting Corporate Venture Capital
Porsche’s venture arm invested in a startup automotive company with the optionality to kill it. And Porsche allegedly did. In Zync, Inc. v. Porsche Investments Management,…
The Hidden M&A Legal Distinction Every Seller Should Know: ‘Material’ vs. ‘All Material Respects’
In the late-night negotiations where redlines are passed back and forth on representations and warranties in definitive M&A agreements, investment bankers and advisors alike might…
Employment Agreements and Carried Interest for Fund Principals: The Dangers of Inconsistency
In Fairstead Capital Management LLC and FCM Affordable LLC v. William Blodget, Vice Chancellor Laster ruled on May 14, 2026 that Fairfield, one of the…
Boards with Dual Fiduciaries in Delaware Beware
In Eric Douglas Guilbeau, et. al. v. Footprint International Holdco, Inc., et al., Vice Chancellor Laster ruled on May 12, 2026 that the plaintiff’s claims…
Friends, Families, and Fools: Delaware Chancery Court Rules on Constituency Directors
I fondly recall from an entrepreneurship class with Dan Himelstein at University of California, Berkeley, Haas School of Business that your first round of financing…
Fogel & Potamianos LLP Welcomes Andreea Sitaru to Corporate Practice
Los Angeles, CA – April 17, 2026 – Fogel & Potamianos LLP (F&P) is proud to announce that Andreea Sitaru has joined the firm as…
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