Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
Increasingly, private equity funds are requiring that portfolio companies, in which the PE fund has invested, give the PE fund the right to “put” their investment to the portfolio company under certain conditions, including upon, and simultaneous with, certain changes of control. Seems harmless enough, right? Well, not so fast. Upon closer inspection, that put effectively creates a scenario where the PE fund is able to unload its ownership interest in connection with certain sales of that portfolio company, perhaps without having to be a party to the transaction documents. This is a perfect scenario for a PE fund (well, really, for anyone!); like being cashed out of a portfolio company investment with none of those pesky, lingering post-closing liabilities (e.g., indemnity claims, purchase price adjustments, and the like) associated with the sale, thereby completely avoiding, for example, a potential, years’ later request that the PE fund (and, by extension, its investors) give back some of the sale proceeds.
Some might say: “Where’s the harm?”
Well, what if there is another investor in that portfolio company? Based on simple math, it would appear that the other investor is potentially on the hook for a now disproportionate share of the post-closing liability, in effect, picking up a portion of the post-closing liability that would have otherwise been allocated to the now cashed out (i.e., via the put) PE fund. Not such a great outcome for that other investor.
That’s not all. What if a portfolio company neglects, or believes there is no need, to advise the other investors about the put (and the corresponding potential disproportionality), with the portfolio company thinking: “What’s the big deal?” In the absence of appropriate disclosure, the other investor may have, in effect, invested in a different security than the one advertised by the portfolio company. As a result, the portfolio company may have set itself up for a securities fraud claim (at a minimum!) by the other investor.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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