The Cases You
Are Supposed
To Lose, But Didn’t
From the outside, some situations look unwinnable. The contract favors their interpretation. The client is in the wrong or has admitted as much. Liability has already been determined. The opponent has more lawyers, more money, more leverage. Defending against the suit costs more than settlement.
To most reasonable people, a loss appears imminent. But imminence is not the same as inevitable. On paper, some of our cases appeared impossible to win, or would certainly cost more money to defend than settle.
But paying to lose less is not a winning strategy. It merely subsidizing your own loss.
Case Study #1: AI Merger
A terminated employee faced an equity claw back attempt from the CEO amidst a $10M merger with backing from sophisticated white-show lawyers threatening to eliminate his participation in the transaction.
The conventional view of the dispute was badly asymmetric. One individual was challenging a company undergoing a merger, with an army of lawyers on the other side and more than $1 million of his equity hanging in the balance. The company controlled the cap table. It controlled the transaction process. And the closing clock appeared to work against the employee as the merger was set to close in 7 days.
The closing clock turned out to be the opportunity.
A corporate acquisition creates obligations that do not exist in an ordinary employment dispute. Cap-table certainty, ownership disputes, intellectual-property issues, representations to an acquirer, and unresolved litigation can suddenly matter on a timetable measured in days rather than months.
We paired evidence of the employee's continued post-separation services with a draft declaratory-judgment complaint and brought the dispute directly against the transaction timetable.
The relative size of the parties stopped mattering. The relevant question became which side could tolerate uncertainty immediately before closing.
Less than 48 hours before the transaction closed, the company executed documents recognizing all 1,000,000 shares. The threatened $233,000 clawback disappeared. The employee received $1.14 million in merger consideration.
What appeared to be an overwhelming resource disadvantage became a timing advantage.
Sauce & Slice Pizzeria
Development of website, brand identity and e-commerce platform for an mom and pop pizza shop based in Brooklyn, New York.
