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

As the head of Mayer Brown's Private Capital Solutions practice, Mr. Dhanawade advises the world's most sophisticated investors and dealmakers on complex capital deployment and capital-raising strategies across all market cycles. Leading private equity sponsors and their portfolio companies, private credit funds, sovereign and sovereign-backed investors, family offices, and other institutional investors regularly rely on his advice to develop creative solutions that align legal strategy with business objectives. Mr. Dhanawade has extensive experience across a broad range of sectors, including technology and software, business and financial services, mortgage, chemicals, real estate, healthcare and pharmaceuticals, manufacturing, media and entertainment, aviation, aerospace and defense, and education.

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.