In a recently filed lawsuit, the former general counsel of tech startup Lemon is accused of hiding intellectual property assets ahead of the company’s sale to a larger company. Legal ethics experts say the case illustrates the complex ethical rules GCs must navigate during an M&A deal—including a duty to not make fraudulent misrepresentations to a buyer.
As reported on Law.com, identity theft protection company LifeLock Inc. sued Lemon’s former GC, Cynthia McAdam, and Lemon’s former CEO, Wenceslao Casares, on Sept. 19 in the Delaware Court of Chancery. LifeLock alleges that the duo “hatched a plan to keep for themselves very promising and potentially lucrative portions of Lemon’s IP” while negotiating the 2013 merger of LifeLock and Lemon. The complaint alleges fraud and breach of contract, among other claims.
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