Brown Rudnick’s M&A and Private Equity litigation team has a proven track record of delivering successful results to private equity firms, strategic acquirers, family offices and similar investors.

Unfortunately, not every transaction goes as planned. Brown Rudnick’s M&A and Private Equity Litigation team has successfully litigated or resolved dozens of major post-closing disputes related to fraud, breach of contract, indemnity issues, tax refunds, earn-outs, working capital adjustments, deferred compensation, representations and warranties insurance policies claims, and significant portfolio company related litigation.

Brown Rudnick has litigated on behalf of or against a wide range of market participants including private equity firms such as Platinum Equity, The Carlyle Group, Partners Group, Ospraie, LLR Partners, Genstar Capital, Grey Mountain Partners, and CounterPoint Capital, as well as on behalf of or against strategic acquirers, including Lupin Pharmaceuticals, Tecumseh Products, Bass Pro, and PAE.

While many of Brown Rudnick’s M&A related cases are litigated in Delaware or New York courts, our clients have retained us to litigate M&A and portfolio company disputes in contractually-designated forums around the country. Frequently, we are retained to litigate post-closing disputes in place of some of our clients’ well-known transaction counsel. Brown Rudnick’s M&A and Private Equity litigation team has prevailed against some of the largest litigation firms in the world.

Our Value Proposition

Brown Rudnick’s value proposition is driven by our experience and success in similar matters, which allows us to leverage our prior work to produce efficient results for our clients. There is simply no substitute for the type of experience gained by litigating these matters, which include hundreds of meetings, interviews, and depositions of private equity professionals, corporate business development professionals, senior management teams, investment bankers, auditors, transaction advisory accountants, and operations personnel, as well as professional experts in accounting and valuation. Knowing where a case is likely to end up provides us with the critical skills to quickly identify key issues, and to focus our efforts on activities that will drive a favorable settlement or trial victory.

What We Do

  • Indemnification claims concerning breaches of representations, warranties and covenants;
  • Fraud claims;
  • Earn-out disputes;
  • Working capital and purchase price adjustment disputes;
  • Tax refund disputes;
  • Claims against representations and warranties insurance policies;
  • Disputes over other deferred purchase price consideration and milestones;
  • Pre-closing disputes, including asserting or defending against MAE/MAC claims; and
  • Significant portfolio company litigation.

Brown Rudnick’s M&A and Private Equity litigation team has a proven track record of delivering results to private equity firms, strategic acquirers, family offices and similar investors.

Success Before the Deal Is Inked: Closing Conditions Fight Leads to Favorable Deal Terms

  • During an extended period between sign and close, a strategic acquirer notices a material slippage in the Sellers’ obligation to continue to run the business in the ordinary course, potentially endangering the business’ value. After the Sellers’ counsel, a top ten global law firm, threatens suit to force a closing, the Buyer retains Brown Rudnick’s M&A litigation team. As a result, the Seller withdraws its threat and concedes to new, favorable deal terms.

Success Prior to Litigation: Pre-suit Investigation Leads to Recovery of Indemnity Escrow

    After acquiring a sizeable portfolio company, the private equity sponsor discovers that certain representations and warranties in the merger agreement were breached. After informal negotiations, the Sellers offer nuisance value equal to a fraction of the indemnity escrow. The Buyer then retains Brown Rudnick while the Sellers retain a top Am Law 25 global litigation firm. After conducting an intensive pre-suit investigation and preparing a draft complaint, Brown Rudnick obtains a settlement for virtually the entire indemnity escrow.

Success at Mediation: Early Moves Drive Buyer Into Mediation and Settlement

    Shortly after being sued for fraud and breach of contract arising out of the sale of a technology company, a strategic Seller retains Brown Rudnick in place of its Am Law 50 transaction counsel to defend against the suit and recover sums due to the Seller under a promissory note. Brown Rudnick quickly prepares a series of motions that cause the Buyer and its Am Law 10 litigation counsel to reassess their case and agree to mediation. At mediation, Brown Rudnick relies on its experience in similar cases to demonstrate the weaknesses in the Buyer’s claims and damages theories. The case settles shortly thereafter resulting in a favorable, confidential settlement for the Seller.

Success After Expedited Discovery: Seller Gambles and Loses with Overly-Aggressive Strategy

    A portfolio company retains Brown Rudnick to pursue fraud and breach of contract claims arising out of its purchase of a government contracting business. In response, the Seller gambles by preemptively filing a lawsuit and forcing the case towards trial at a “rocket docket” pace in hopes that Brown Rudnick would be unable to prepare the client’s substantial claims in such a short timeframe. Brown Rudnick responds by efficiently running a comprehensive discovery process, obtaining key concessions from defendants during depositions and building a powerful record indicating fraud. Shortly before trial, the Seller requests a settlement meeting and Brown Rudnick obtains a favorable resolution.

Success On the Eve of Trial: Seller Throws in the Towel Before the Final Round

    A private equity sponsor is forced to shut down a newly acquired portfolio company after its top customer defects shortly after closing. The sponsor seeks out Brown Rudnick for a “second opinion” on the merits of pursuing a fraud claim against the Sellers after an Am Law 50 firm advises it that fraud claims are difficult to prove and, thus, not worth pursuing. After being retained in lieu of predecessor counsel, Brown Rudnick files federal securities fraud and breach of contract claims against the Sellers. After extensive discovery, Brown Rudnick obtains a significant settlement on the eve of trial.

Success During Jury Selection: Seller Folds Its Tent Rather Than Face Off to a Jury

    A private equity sponsor, its executives and certain members of a portfolio company’s senior management team retain Brown Rudnick after the Buyer of a services business sues them for fraud and breach of contract concerning various customer and accounting issues. After substantial discovery, the case is scheduled for a four week jury trial. In the midst of jury selection, the Buyers signal that they do not want to proceed with trial and Brown Rudnick obtains a favorable, confidential settlement.

Success During Trial: Buyer Settles Mid-Trial After Its CEO Is Destroyed on the Stand

    A private equity firm sues the Buyer of one of its portfolio companies after the Buyer refuses to pay the sponsor the deferred purchase price due under a promissory note. At trial, Brown Rudnick calls the Buyer’s CEO as the first witness and proceeds to eviscerate the basis of the indemnity claims that the Buyer contends warrant non-payment of the promissory note. The case settles the next day resulting in a favorable settlement for the private equity sponsor.

Success After Going the Distance: Tenacious Trial Approach Yields Lopsided Results

    A private equity firm and its portfolio company are sued for breach of contract and tortious interference following the sale of substantially all of the company’s assets. After a contentious and nearly month-long trial, as well as extensive post-trial briefing, Brown Rudnick obtains an award for 85% of the sponsor’s claims while limiting the opposing party to an award of only 5% of their claims.

Success After Trial Victory: Defendant Threatens Appeal Before Giving In

    After a private equity firm purchases a company with high customer concentration, it discovers that the Seller had fraudulently concealed material issues with the largest customer. Brown Rudnick brings claims for fraud and breach of contract against the Seller. After a week-long trial, the court awarded damages to the private equity firm of approximately 50% of the purchase price. After withstanding the Sellers’ threats to appeal and launching a new lawsuit, Brown Rudnick obtains a favorable settlement.

Success Abroad: Claimants Abandon Their Lawsuit After Losing at Trial and Appeal

    After a private equity firm’s portfolio company shuts down one of its manufacturing locations abroad, the private equity firm is hit with an employment class action lawsuit. Brown Rudnick’s U.S. and European based litigation teams successfully argue jurisdictional and merit based defenses at the trial court level, which are then upheld on multiple appeal, resulting in a victory for the private equity firm.
M&A and Private Equity Litigation Group Leaders

Mark S. Baldwin

PARTNER

Hartford, CT

+1.860.509.6514

Dylan P. Kletter

PARTNER

Hartford, CT

+1.860.509.6557