From Defense to Offense

In Q3 2025, we were retained by a founder facing termination and an attempted clawback of vested equity valued at approximately $233,000 — just 72 hours before the company’s $10 million merger was scheduled to close.

Within hours, we conducted a full cap table and governance review, drafted a Temporary Restraining Order, prepared a Motion for Declaratory Judgment, and structured a Standstill Agreement strategy designed to introduce immediate pre-closing risk.

The company initially offered $250,000for the shares. We declined. The offer increased to $500,000. We declined again.

We then formally introduced a drafted TRO and declaratory relief framework, coupled with a written acknowledgment of cap table irregularities. That acknowledgment created a disclosure obligation in connection with the pending merger — placing the Board in a binary position: resolve the equity defect pre-closing or risk transaction instability and future litigation exposure. The Board elected to resolve it. The outcome: 1,000,000 shares (or $1,140,000 million).

The critical factor was timing (and being right). Post-closing, leverage would have shifted decisively toward the company and its counsel with delay and legal fees consuming any meaningful recovery.

Pre-closing, the risk vector ran in the opposite direction but with important caveats. Strike too early and awaken the behemoth. Outmanned but never outmaneuvered.