Sandbagging Issues in M&A: Pro- and Anti-Sandbagging Provisions, Applying State Law

Ms. McLean is a leading private equity lawyer with over 20 years of experience advising private equity funds and management teams on sophisticated and high-profile deals across the energy sector. Her practice focuses on private equity transactions, particularly portfolio company investments, acquisitions and divestitures of assets and companies, and joint ventures. Ms. McLean has been recognized as a leading dealmaker and influential woman in the energy sector. In 2023, she was recognized by The Deal as a “Top Women in Dealmaking” for Private Equity. She also serves on the Private Equity Editorial Advisory Board for Law360.

Mr. Westhoff is a creative, business-minded litigator with substantial experience handling a wide variety of complex domestic and international commercial law cases, arbitrations, and government investigations. He has successfully handled matters of all sizes, including multiple “bet the company” cases with more than $1 billion in potential exposure. Mr. Westhoff’s primary area of practice include pre- and post-closing M&A disputes, securities cases and investigations, and other financial litigation. He has defended public corporations and Boards against individual and class action shareholder proxy, disclosure, and process claims. He regularly represents private equity companies in deal litigation, including post-closing indemnification and fraud claims, working capital disputes, and earn-out cases. Mr. Westhoff has represented and advised individuals and companies in SEC investigations related to the sale of securities, disclosures, and accounting/audit issues. He is the co-chair of the firm’s M&A Litigation and Class Action working groups.