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Private Equity Fund Litigation

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We represent funds, fund advisors, and their portfolio companies in a variety of disputes that draw upon the firm's litigation strengths and our deep understanding of the private equity fund industry.  This includes the fund-formation process, the advisory relationships, investment strategies, and the regulatory schemes affecting fund sponsors.  Our private equity clients rely upon the firm’s expertise in:

  • Corporate governance disputes;
  • M&A-related litigation;
  • Partnership disputes;
  • Securities litigation;
  • Breach of contract disputes;
  • Regulatory investigations and enforcement actions;
  • Disputes involving lenders;
  • Litigation under the '40 Act;
  • Disputes arising from accounting irregularities;
  • Activist-related litigation, including shareholder lawsuits, derivative actions, proxy contests and tender offers; and
  • Bankruptcy-related and other distress-related litigation, including fraudulent transfer and other claims asserted by creditors against sponsors and directors.

In addition, we advise private equity funds regarding compliance risk arising from investment activity in challenging jurisdictions, such as Asia and Latin America.  This often involves potential exposure under the Foreign Corrupt Practices Act (FCPA), securities laws, the United Kingdom Bribery Act, the United Kingdom Proceeds of Crime Act, economic espionage, antitrust, competition, and various international trade and sanctions laws. 

We represent some of the world's largest private equity firms, but we also represent smaller firms.  We represent clients from the industry in matters that range in size and complexity—from modest 7-figure disputes to multi-billion dollar matters involving multiple parties and regulatory bodies that span the globe.  There are more than 250 lawyers in our firm who work in our private equity litigation practice group, many with graduate level backgrounds in finance and accounting. 

We also assist our private equity fund clients by advising and representing their portfolio companies in matters across our many practice areas, including IP litigation; antitrust and competition; government investigations and regulatory enforcement actions; consumer and other class action litigation; data privacy; and complex commercial litigation.   

Representative Clients

  • Access Industries
  • Advent International
  • Apollo
  • Audax Management
  • Bain Capital
  • Berkshire Partners
  • Blackstone
  • Brookfield
  • Carlyle
  • Centerbridge
  • Cerberus
  • Court Square Capital Partners
  • Crestview Partners
  • CVC Capital Partners
  • Elliott
  • Equity Group Investments
  • EQT
  • First Reserve
  • Foresite Capital
  • Fortress
  • General Atlantic
  • Gores Group
  • GP Investments
  • Hellman & Friedman
  • Kayne Anderson
  • KKR
  • Leonard Green & Partners
  • Levine Leichtman
  • Macquarie
  • MHR Fund Management
  • PCP Capital Partners
  • Peterson Partners
  • Platinum Equity
  • Potentia Capital
  • Oaktree
  • Silver Lake
  • Sixth Street Partners
  • Snow Phipps Group
  • Standard Industries
  • Summit Partners
  • Thoma Bravo
  • TPG
  • Vista Equity Partners
  • Waud Capital
  • Wexford Capital
  • Wynnchurch Capital
  • Yucaipa Companies

Recent Representations

  • We represented private equity fund Snow Phipps Group in its dispute with Kohlberg & Co. over the sale of DecoPac, a leading supplier of decorations for cakes and cupcakes. Kohlberg & Co. claimed that its debt financing became unavailable for closing due to a dispute with its lenders.  Kohlberg & Co. also purported to terminate the deal claiming that the pandemic caused Snow Phipps to breach covenants to operate in the ordinary course and that it had experienced a material adverse effect. After expedited litigation in the Delaware Court of Chancery and a five-day trial, we obtained a judgment ruling that the portfolio company had not suffered a Material Adverse Effect nor operated outside of its Ordinary Course and ordering the buyer to close the sale—the first case we are aware of, from any jurisdiction, ordering specific performance of a debt-financed deal even after the debt had expired.
  • We obtained a complete trial victory in Delaware’s Court of Chancery for affiliates of Oaktree and Equity Group Investments in a case involving breach of contract claims related to an auction of a short line railroad company. 
  • We obtained a trial victory for Access Industries, and various of its officers and related companies, in a multi-billion dollar lawsuit brought by a Litigation Trustee representing various creditors of LyondellBasell Industries AF SCA and its affiliates. LBI was owned by Access entities and created through a merger of two petrochemical companies in 2007. It filed for bankruptcy in early 2009. Shortly after the bankruptcy filing, the Trustee brought numerous claims against Access and its founder, Len Blavatnik, alleging mismanagement and fraud in the creation of LBI and seeking to recover billions of dollars in damages and allegedly fraudulent transfers. Following a 13-day bench trial in the Bankruptcy Court for the Southern District of New York, the judge issued a 173-page decision finding for Access on all but one small claim (resulting in an award to the Trustee of only $7.2 million).
  • We won a two-week trial in Bankruptcy Court for the Southern District of New York as lead counsel for private equity sponsor First Reserve, defeating breach of fiduciary duty and related claims asserted by the Creditors Committee arising from the chapter 11 bankruptcy of Sabine Oil & Gas.  
  • We represented KKR in a dispute in which the plaintiff attempted to undo a $77 million sale of real estate to KKR. Quinn Emanuel obtained a complete dismissal of all claims against KKR on appeal.  In the process, the New York Appellate Division issued a landmark decision establishing that the Uniform Commercial Code does not allow aggrieved debtors to unwind sales after they have closed. 
  • We represented Elliot Investment Management in a suit arising out of its cooperation agreement with Crown Castle, Inc. Various parties sought to enjoin the cooperation agreement’s operation in connection with their proxy contests for sets on Crown Castle’s board.
  • We successfully defended private investment firm MHR Fund Management and the directors of Loral Space & Communications Inc. in expedited litigation in Delaware Chancery Court seeking to enjoin a combination transaction between satellite companies Loral and Telesat.
  • We successfully represented the Canadian pension fund OMERS in an action to defend its right of first refusal over the sale of a minority stake in Texas utility company Oncor, obtaining a reversal of a trial decision in the Delaware Supreme Court.
  • We represented venture capital firm Foresite Capital in a dispute against the founder of one of its portfolio companies, GenapSys.  Foresite sought to remove the founder, and the founder countersued Foresite for trade secret misappropriation. We obtained a complete victory that both removed the founder from his position and had his trade secret counterclaims dismissed.
  • We successfully represented Christopher Burch and C. Wonder in a Delaware Court of Chancery action against Tory Burch and the directors of Tory Burch LLC asserting breach of fiduciary duty claims in the context of a proposed sale of equity interests in this multi-billion dollar fashion brand. We achieved a highly favorable settlement in less than four months after winning a motion for expedited discovery and proceedings, enabling Mr. Burch both to consummate a sale of his interests in Tory Burch and to continue to operate his new fashion brand, C. Wonder.
  • We won a CPR arbitration and confirmation of the arbitral award in the Southern District of New York as trial counsel for MHR Fund Management against a former senior member of MHR’s investment team, including a multimillion award of money damages and sanctions in the form of attorneys’ fees.
  • We represented TPG Real Estate in a dispute over control of a 2,100-acre data center campus land development project, reaching a settlement resulting in TPG’s complete control over management and development of the project on extremely favorable economic terms.
  • We obtained a trial victory in the Delaware Court of Chancery for our client, Mirae Asset, over Anbang (now Dajia) in the first COVID busted-deal case to go to trial. The Chancery Court found that Dajia’s drastic changes to its hotel operations in response to the COVID-19 pandemic breached the ordinary course covenant requiring that the hotels be operated until the deal closing “only in the ordinary course of business consistent with past practice” absent Mirae’s prior written consent, and excused Mirae from closing a $5.8 billion deal to buy a group of U.S. luxury hotels.  The Court of Chancery ordered Dajia to return a $586 million deposit and pay more than $33 million in legal fees and court costs and more than $30 million in interest. In the subsequent appeal, we obtained a unanimous affirmance of the Court of Chancery’s decision in the Delaware Supreme Court, again awarding all fees and costs related to the appeal process.
  • We represented affiliates of Advent International in connection with litigation filed by cybersecurity company Forescout Technologies, alleging violation of the terms of the parties’ USD 1.9 billion acquisition agreement.  Our client asserted that Forescout experienced a Material Adverse Effect, failed to operate in the ordinary course of business, and that specific performance was not an available remedy.  The parties settled the dispute in advance of the scheduled July 2020 trial, with Advent achieving a significant reduction in the agreed purchase price.
  • We represented private equity fund Crestview Partnersand various affiliates adverse to Bill Koch and a company he owns a majority stake in, Oxbow Carbon.  The dispute arose when Crestview attempted to exercise its contractual right to exit its investment pursuant to the terms of Oxbow’s LLC agreement, which granted Crestview the right to compel an “Exit Sale” of 100% of Oxbow’s equity. Koch argued that small interest holders could block the sale.  Though reversed on appeal, we won a trial victory on the implied covenant of good faith and fair dealing.
  • We represented Vista Equity Partners in an appeal to the Delaware Supreme Court, where the Supreme Court reversed the trial court’s ruling (in a trial handled by other law firms) that Vista be held liable for aiding and abetting breach of fiduciary duties in a take-private acquisition of Mindbody.
  • We successfully represented MHR Fund Management and affiliated funds relating to Carl Icahn’s hostile bid for Lions Gate Entertainment Corp. Icahn brought actions in British Columbia, where he alleged shareholder oppression, and in New York, where he alleged tortious interference with a contract between Icahn and the company.  We won the trial in British Columbia defeating the shareholder suppression claim (later affirmed on appeal), and won a preliminary injunction in New York defeating his request to enjoin the voting of MHR
  • We obtained dismissal of a $225 million civil RICO action for RAM Capital and certain of its affiliates brought by Hawk Mountain LLC in Delaware District Court, affirmance of the dismissal in the Third Circuit, and dismissal of a related $225 million fraud and breach of warranty case involving pharma and biotech interests.
  • We represented SoftBank Vision Fund in two lawsuits arising from the termination of a tender offer by SoftBank Group Corp. to purchase $3 billion in shares of WeWork from existing stockholders.  The lawsuits, one filed by WeWork and one filed by Adam Neumann and his company, alleged claims for breach of contract and breach of fiduciary duty.  The parties settled the dispute by agreeing to engage in a tender offer for half of the shares SoftBank Group Corp. was obligated to purchase previously.
  • We represented Bain Capital in a class action lawsuit alleging that Bain Capital and Varsity Spirit, a subsidiary of Varsity Brands in which Bain Capital invested in 2018, conspired with the governing body of competitive cheerleading to monopolize the market for cheerleading apparel, camps, and competitions. Bain Capital retained us to lead its trial strategy during the pendency of the class certification and summary judgment proceedings, which were handled by other firms.
  • We represented KKR in pursuing securities claims against the directors, officers and underwriters of Sun Edison, Inc. in an MDL action pending in the Southern District of New York.
  • We represented SRS Distribution, a Berkshire Partners portfolio company, in a trade secret action brought by Beacon Roofing Supply, its largest competitor in the roofing distribution business filed in Miami Dade County.
  • We represented Creative Planning, its founder Peter Mallouk, and its private equity sponsor, General Atlantic, in an antitrust action against them, Schwab, and Fidelity. The Court granted our motion to dismiss in full. 
  • We represented Two Six Technologies and Carlyle in a suit brought in Delaware’s Court of Chancery for alleged misappropriation of trade secret source code under Delaware Uniform Trade Secret Act.
  • We represented affiliates of Elliott Investment Management in a $300 million-plus shareholder class action in New Jersey state court arising from the 2006 take-private merger of Metrologic Instruments.  Elliott was a minority shareholder in Metrologic at the time of the merger and rolled over its stake in the company to the post-merger entity.  Plaintiffs alleged that Elliott (among other defendants) breached fiduciary duties that it purportedly owed to plaintiffs.  Within a few months of Quinn Emanuel taking over the case, we reached a settlement on very favorable terms.
  • We represented GP Investments in a commercial litigation in New York arising out of its investments in Brazil. We succeeded in obtaining a very favorable outcome, including dismissal of all claims against GP.
  • We achieved a favorable settlement for Centerbridge in connection with the Energy Future Holdings bankruptcy proceedings.  Centerbridge, a pre-petition lender to TCEH (a debtor affiliate of EFH), was the target of derivative avoidance claims brought by unsecured creditors arising from Centerbridge’s pre-petition agreement to extend revolver loans and commitments in exchange for a non-cash extension fee in the form of incremental term loans.  These claims were released pursuant to a settlement with the debtors and other creditors.
  • We successfully represented Wexford Capital in litigation in the Southern District of New York in litigation surrounding a dispute over its sale of an entity that provided oil-drilling services.  Following intensive discovery, Wexford reached a settlement shortly before trial enabling it to recover outstanding payments that had been held up in escrow.
  • We represented Apollo and its principals for over a decade in securities and shareholder litigation and bankruptcy proceedings relating to multiple portfolio companies, including Samsonite, Healthco, United Rentals, Rare Medium, and Linens ‘n Things.
  • We advised Sensata Technologies Inc., which was at the time a private equity portfolio company, regarding its disclosure to the United States Department of Justice and United States Securities and Exchange Commission concerning potential FCPA issues in its China operations. The DOJ and SEC later declined to take any enforcement action against Sensata.
  • We represented board members nominated by a private equity firm in an expedited corporate governance dispute brought in Delaware’s Court of Chancery under the Delaware LLC Act concerning the board composition of its portfolio company.
  • We acted for a private equity consortium in acquiring one of their portfolio investments after it was placed in external administration by its financier and majority shareholder. In doing so, we converted our clients’ ~20% interest into a 100% interest and established a new capital structure to preserve the company’s valuable superannuation licenses and guarantee its future prosperity.  We designed and ran a court approval process to compel the release of third-party security interests that had sought to hold up the sale.
  • We represented a founding partner of a private equity firm with $6 billion of assets under management in claims related to discrimination, unequal pay, and breach of a partnership agreement. We settled the case favorably without needing to file any claim, including by obtaining additional compensation, reduced non-compete obligations, and accelerated vesting for our client.
  • We represented a private equity fund in a pre-litigation dispute involving a joint venture portfolio company. By threatening imminent litigation, we succeeded in convincing the portfolio company’s controller to substantially amend the LLC agreement in favor of our client and to trigger a sales process—which was a complete win for the client.
  • We represent an SPV of a major Chinese private equity fund in two related Hong Kong arbitrations.  The $100+ million claim concerns a breach of our client’s redemption rights in relation to its investment in a Chinese pharmaceutical manufacturer, distributer, and retailer.
  • We represented an SPV of one of Asia’s largest private equity funds in an ICC Hong Kong arbitration against a Dutch banking and insurance conglomerate, concerning wrongful concealment of a “Material Adverse Change.”  Our client was awarded a nine figure sum by the Arbitral Tribunal, plus costs. 
  • We have advised multiple leading private equity funds on corruption compliance risks in a variety of countries including China, Indonesia, India, Japan, and Korea, as well as numerous countries in Eastern Europe, Latin America and Africa. These risks included analysis and mitigation of corruption compliance concerns in the purchase of a number of different Chinese companies’ operating companies in, among others, the healthcare, hospitality, technology, nutrition, advertising, and security industries.
  • We advised a private equity firm on its reporting obligations under the United Kingdom Proceeds of Crime Act and provided strategic advice regarding the United Kingdom prosecutors and regulators following discovery of suspected criminal activity within a portfolio company.
  • We were retained by a private equity fund to advise on potential litigious issues in connection with the sale of one of the world’s leading railcar producers. One shareholder with significant rights was threatening to obstruct the sale with all means—therefore putting the deal at risk.  Shortly after we were involved, the shareholder stopped his challenge and agreed to the sale of the company. 
  • We represented a multi-stage investment firm with $2 billion of assets under management, and its two minority members, against the majority member in a dispute related to the majority member’s malfeasance. After defeating the majority member’s motion for emergency relief, we settled the case very favorably by securing the majority member’s exit from the firm  and recapturing a portion of his carried interest.
  • We represented a private equity firm with $500 million of assets under management in a dispute regarding the exit of one of the firm’s three members. The case settled favorably before any claims were filed, with the firm recapturing a portion of the departing member’s carried interest.
  • We represent MHR Fund Management and certain of the fund’s affiliates in a breach of fiduciary duty action in Delaware’s Court of Chancery concerning Novo Nordisk A/S’s acquisition of Emisphere Technologies.
  • We represent Susan “Gregg” Renfrew, the founder of Beautycounter, in a lawsuit filed against her, her new company, and Carlyle, which had bought a majority interest in Beautycounter. Beauty consultants who were unhappy with their treatment by Carlyle sued the Defendants for fraud, wrongful termination, and commissions which were allegedly denied. 
  • We represent Audax Management Company, portfolio company 48Forty Solutions, and investment partner Summit Partners in threatened lawsuit by Pallet Logistics of America, arising out of an acquisition of PLA by 48Forty which did not come to fruition.
  • We represent PCP Capital Partners LLP in a claim against Barclays Bank PLC worth approximately £1.5 billion which relates to the bank’s emergency £7.3 billion fundraising in October 2008, involving Middle East investors.  The case involves consideration of the remuneration arrangements for various types of private equity firms and private equity transactions.
  • We advise Potentia Capital in a dispute with its founder, majority shareholder, and one of its portfolio companies, Soprano Design Pty Ltd. We provide strategic advice regarding available claims under the company’s shareholders’ agreement, including advice on the founder’s improper acting as CEO after usurping that position from the former executive.
  • We represent Carlyle in a derivative lawsuit pending in the Delaware Court of Chancery. A minority shareholder of Wildhorse Resource Development Corporation challenges the company board’s approval of the issuance and sale of preferred stock to a Carlyle investment entity to finance a major resource acquisition, and alleges that the Carlyle entity was unjustly enriched as a result of the transaction.
  • We represent Elliot Investment Management in its role as a potential bidder for stock owned by a Venezuelan oil company, who itself has an ownership interest in the U.S. oil producer, Citgo Petroleum. The dispute deals with writs of attachment asserted by the Venezuelan oil company’s creditors.
  • We represent Standard Industries and certain of its affiliates in litigation pending in Delaware and New Jersey against Ashland LLC arising out of the $3.2 billion sale of chemical company International Specialty Products, Inc. and responsibility for related environmental liabilities.
  • We represent KKR in a suit brought by shareholders of FanDuel against the company’s former directors, corporate affiliates, and preferred shareholders, including KKR. This dispute arises out of a 2018 merger transaction between Duel and Paddy Power Betfair—both sports betting companies.  The Plaintiff shareholders allege that KKR and another preferred shareholder breached their fiduciary duties and/or aided and abetted the FanDuel board’s breach of their duties by exercising a contractual drag-along right to force a sale of FanDuel. 
  • We represent Advent International in a multi-forum, cross-border matter arising from the sale of one of Advent’s portfolio companies in Mexico, which includes proceeding in the federal courts of Massachusetts and New York, Delaware’s Court of Chancery, and Mexico.
  • We represent BitGo, a leading provider of custodial services for digital assets and a portfolio company of Valor Equity Partners, Redpoint Ventures, and other private investment firms.  BitGo agreed to be acquired by Galaxy Digital Holdings Ltd. in a $1.2 billion merger in 2021.  Galaxy called off the merger in August 2022, refusing to pay Bitgo the $100 million termination fee as per the merger agreement.  We filed a lawsuit against Galaxy in the Delaware Court of Chancery, seeking over $100 million in damages and garnering more than 100 media reports.  When the Court dismissed BitGo’s complaint in 2023, we immediately appealed to the Delaware Supreme Court.  In a unanimous opinion written by Justice Traynor, the Supreme Court remanded the case back to the Chancery Court because the merger agreement was subject to reasonable alternative interpretations.  We are now proceeding with the 9-figure case against Galaxy.
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