Perspectives
Legal commentary, insights, and practical guidance from the frontlines.
The Italian Job
A mid-level private equity client was terminated from a $10B private equity firm under circumstances implicating complex cross-border US and Italian labor laws involving unauthorized work and “trattamento di fine rapporto”, or italian statutory severance.
Despite 5 years of bonus entitlement and no documented performance issues, the firm withheld the client’s 2026 bonus citing “performance” issues and the ‘discretionary' nature of the firm’s bonus policy.
We then highlighted exposure the firm hadn’t considered or priced into the severance offer. Among other issues, the firm’s relocation of the client to Milan for a 10-month engagement created cross-border jurisdictional hooks related to work-visa noncompliance the firm had not considered, including an additional source of severance compensation—TFR, trattamento di Fine rapporto, Italy’s mandatory deferred severance pay. Employers are legally required to set aside a portion of earnings each month, which is paid to employees at termination. This created a statutory entitlement that, if exercised, would cast light on a number of irregularities related to the Milan assignment and the firm’s disclosure obligations.
After a month of negotiations, we secured a 228% increase from the original $43,000 offer resulting in a severance package valued at $141,000 including improved carry interest from 60% to 100%.
Clawback to Counterattack.
With a $10M merger imminent, a high-level executive at an AI startup faced an aggressive attempt by the CEO to retroactively rewrite his vesting schedule. Relying on fabricated “performance” issues, and doctored agreements to override a signed, immutable equity agreement, the CEO claimed the executive’s 500,000-share vesting cliff hadn't been met purportedly for failing to provide certain deliverables. The CEO then claimed the failure permitted the company to "claw back" over $233,000 in earned value right before the company’s scheduled merger.
We intervened with 4 business days before the merger closing and exposed the invalidity of the company's repurchase rights and ongoing bad faith. The company— which had originally claimed the right to seize the equity for no consideration—backpedaled entirely, and now offered over $500,000 to acquire the shares.
We refused and instead negotiated for issuance of 1,000,000 shares equal to the client’s original 10% equity stake. Faced with the risk of jeopardizing the merger, the company capitulated and issued the requested shares resulting in a $1.14M payout at closing.
California Invasion of Privacy Act (CIPA)
In the wake of a surge in California Invasion of Privacy Act (CIPA) litigation, global brands found themselves trapped in a "settlement mill" mentality. As industry leaders like Kaiser Permanente ($46M), the LA Times ($3.85M), and GameSpot ($1.2M) succumbed to massive payouts, the legal consensus shifted toward expensive containment.
When a long-time client was targeted by the same serial plaintiff’s firm demanding a predatory "nuisance" settlement for alleged privacy violations, the situation appeared to be another inevitable line item in the cost of doing business.
We rejected the industry’s surrender and advised the firm to “File if you must” but we would not engage in settlement conversations. By maintaining a "zero-concession" posture, we achieved what the market considered impossible: a voluntary dismissal of the complaint with neither a formal court appearance nor a single dollar paid in settlement.
The Little Loan That Could
When our client came to us, he had spent nearly a year chasing repayment on a $20K loan to his accountant/CPA. After we were engaged, we discovered the accountant had been falsely advertising CPA credentials he never held—for nearly a decade.
Our investigation also uncovered a $3.6M real estate portfolio and significant legal exposure from ongoing lawsuits by employees and former counsel for unpaid legal fees.
To recover our client’s funds, we had to navigate competing creditors, multiple suits, and convince the defendant it was in his best interest to prioritize whatever diminishing funds he had left to paying our client first and ahead of anyone else.
Because the Defendant applied the loan proceeds to cover the commercial mortgage payments, the payment provided a direct route to the portfolio. Our complaint highlighted the defendant’s financial troubles and growing indebtedness—which we discovered was prohibited by the lending documents underpinning the 3.6 million portfolio.
This material covenant holds the loan agreements together; a single violation would trigger cross-defaults across multiple mortgages, accelerate all debt maturities, and turn the capital stack into a financial time bomb.
This provided a credible reason for engaging with us ahead of other creditors.
We filed a verified complaint, legally requiring the defendant to answer each allegation under penalty of perjury. This trapped the defendant into four unsustainable options:
Answer & Admit: Publicly confess to unauthorized CPA licensure and fraud.
Answer & Deny: Lie under oath and risk criminal perjury charges.
Default: Concede the case and face immediate asset seizure.
Settle: Pay our client immediately to keep the complaint quiet.
After ignoring our client for 18 months, the defendant called to settle immediately. We negotiated airtight settlement terms designed to completely protect our client while maximizing the recovery premium:
125% Premium: Settled for 125% above the original loan principal.
Bulletproof Enforcement: Fortified the agreement with an executed Confession of Judgment at 250% of the principal, allowing for instant asset liquidation if he defaulted on payments.
Conditional Release: Crafted a narrow release limited strictly to the Plaintiff LLC's claims, explicitly preserving all personal claims. Crucially, the release was only effective upon full satisfaction of the settlement terms.
While the payment terms allowed for a three-month schedule, the defendant panicked and paid the full settlement in under a month. The other plaintiffs are still litigating.
Mitigated Exposure
Successfully resolved a 10-count FEHA, Retaliation, and Wrongful Termination claim in California for a global settlement of $80,000—well below the plaintiff's initial demand of $100,000+ and the projected litigation cost of $100,000–$150,000. Negotiating between codefendant and plaintiff, we shifted financial responsibility onto the codefendant staffing agency by establishing their administrative failures as the root cause of the claim, while also successfully rebutting allegations of a forged arbitration agreement and demonstrating a performance-based termination timeline.
By capping the client's exposure at 37.5% of the total settlement and less than 30% of the projected legal spend, the company avoided significant financial and reputational risk while ensuring a full release of all claims without admission of liability. The settlement also eliminated the need for costly California local counsel, discovery, or formal court proceedings—resulting in a full release of all claims with no admission of liability and a savings of over 70% compared to initial demands.
Impossible is negotiable.
Agency Subpoenas
A recent matter from involving the State Department, Office of Inspector General, a former U.S. Ambassador, and our client, a boutique investment firm, underscores the value of having experienced counsel when responding to subpoenas from federal regulators.
Basic Defense
When a high-profile investment firm was served a subpoena by the State Department, Office of Inspector General requesting records relating to a former U.S. Ambassador’s brief advisory tenure with the firm, corporate leadership immediately engaged us to assist.
We immediately began coordinating with firm leadership to understand the Ambassador’s tenure at the firm, including reasons for his hiring and departure.
This article addresses the substantive considerations often overlooked during the document gathering/production process.
Framing the Contextual Narrative
One of the most critical aspects of responding to a regulatory subpoena is managing how internal documents are interpreted. In isolation, a year-old internal email thread can easily be misconstrued by federal investigators.
During the document review process, we identified an internal communication from August 2025 which suggested a deeper entanglement between the firm, as merely an information source to the government, and the Ambassador, the subject of the investigation.
Left unaddressed, the thread would have exposed the firm to further requests and a broader scope as regulators might infer active, unpermitted foreign lobbying or backchannel federal pitching between the firm, Ambassador, and third-parties.
Among other things, we neutralized the risk by drafting a precise, objective cover narrative that identified certain documents of interest. The production text clarified that while early-stage ideas were discussed internally, the former diplomat's tenure was entirely non-operational and limited to preliminary advisory initiatives and that no actual outreach, meetings, or communications with U.S. federal agencies occurred.
By proactively establishing this factual framework upfront, the company effectively answered the regulatory body's implicit questions before they could turn into a deeper, adversarial inquiry.
FOIA Exemption 4
A common misunderstanding is assuming that the government will automatically treat your production confidential. In reality, documents surrendered to a federal agency can become vulnerable to public disclosure requests under the Freedom of Information Act (FOIA).
Because most productions inherently include highly sensitive business information—such as proprietary investment presentations, proprietary financial models, and core business workflows—ensure the parties negotiate appropriate confidentiality protections are in place with the proper notice requirements.
Negotiate with the agency to treat the materials as strictly confidential and demand advance written notice and a reasonable opportunity to be heard before sharing any portion with third parties, including FOIA Exemption 4 protections. This statutory carve-out shields trade secrets and privileged commercial or financial information from public disclosure.
Early-stage companies and individual executives are frequently handed take-it-or-leave-it ultimatums by large institutional boards during highly sensitive inflection points, such as a mid-acquisition transition or an abrupt termination. Relying on institutional weight and authority, severance offers are calibrated to entice acceptance while ensuring the larger goal is secured: contractual waiver of claims and potential exposure. But it does not always work.
Representing a senior executive abruptly terminated by a prominent global investment firm under the pretext of underperformance, we increased their initial $43,000 severance offer by 228% to $141,000 pre-litigation.
Unpriced Exposure
While the firm's General Counsel insulated their position behind a rigid defense that the executive's year-end bonus was completely discretionary and forfeited due to undocumented performance issues, we shifted the playing field entirely by looking past standard domestic course-of-dealing arguments.
When the firm refused to negotiate on the severance offer, we analyzed the client’s work history, bonus history, including recent work which revealed unpriced exposure by the firm. Because the employee spent nearly 11 months working in Milan without proper visa documentation, the firm’s assignment created regulatory cross-border compliance risks as to both the client and the firm. Specifically, the Client was entitled to nearly $20,000 in severance, or trattamento di fine rapport (TFR), Italy’s mandatory deferred compensation paid to employees upon the termination of employment.
Multi-prong Exposure
The danger here wasn’t the amount. It was the regulatory exposure that came with a administrative filing for TFR as it created a pathway to uncovering work-visa authorization, taxes, benefits, and a host of other issues. Complicating matters here, our client was one of two employees relocated to Milan. Exposing one necessarily exposes the other. Under Italian law, TFR cannot be contracted away unless certain Italian procedures were followed and any US settlement attempting to contract out the TFR entitlement would have been null and void under Italian law and comity principles.
Multi-Jurisdictional Exposure: The firm took a rigid, hardline stance, offering a nominal $43,000 separation packet on the ground that a year-end performance bonus was entirely discretionary.
Leveraging Statutory Frameworks: Rather than engaging in a standard New York course-of-dealing debate, the baseline was reset by executing a cross-border structural analysis of the employee's temporary relocation to Milan. The firm’s directive to deploy personnel prior to formal immigration regularization created massive compliance vulnerabilities under the Italian Civil Code.
The Power of Self-Interest: By demonstrating that a statutory filing with the Italian labor authorities (Ispettorato Nazionale del Lavoro) would trigger retroactive social security contribution assessments and a systemic audit of parallel employee deployments, the institutional wall collapsed. Confronted with a validated, multi-six-figure cross-border penalty matrix, the firm capitulated—converting the lowball offer into a $141,000 final package and forcing 100% vesting on valuable fund carry.
This was a great outcome for the client. And it proves the point that impossible is negotiable. In any negotiation, self-interest drives agreement. The challenge is expanding the counterparty’s self-interest such that their threshold figure includes your settlement number. If you can’t change their mind, change their math.