News & Media


January 8, 2024

On January 3, 2024, Entwistle & Cappucci LLP and Saxena White P.A. announced that their ongoing investigation has led to the filing of a class action complaint against Focus Financial Partners Inc. (“Focus Financial,” “Focus” or the “Company”) and certain of the Company’s officers and directors (collectively, “Defendants”) on behalf of a class (the “Class”) consisting of (1) all persons or entities that sold shares of Focus Financial common stock (NASDAQ: FOCS) from February 27, 2023 through the closing of the “take-private” acquisition of Focus Financial by Clayton, Dubilier & Rice, LLC (“CD&R”) on August 31, 2023 (the “Merger”), including investors who sold their shares of Focus Financial common stock into the Merger, and (2) all persons or entities that held Focus Financial common stock on the June 9, 2023 record date for the Merger who were entitled to vote on the Merger.

The case was filed in the United States District Court for the District of Delaware (the “Court”) and is captioned: AltShares Event-Driven ETF v. Focus Financial Partners, Inc., No. 1:23-cv-01466-MN (D. Del.) (the “Action”).  The complaint asserts claims under Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934, and U.S. Securities and Exchange Commission Rules 10b-5 and 14a-9 promulgated thereunder.

Focus Financial holds ownership interests in independent fiduciary wealth management firms providing investment and financial services to high and ultra-high net worth individuals and families.  Prior to the Merger, private equity firm Stone Point Capital LLC (“Stone Point”) held approximately 20.6% of Focus Financial’s voting power and appointed two members to the Company’s board of directors (the “Board”).

The complaint alleges Defendants materially misrepresented the sale process leading up to the Merger by, among other things, omitting that they failed to adequately solicit potential strategic acquirors for Focus Financial.  Contrary to Defendants’ public statements concerning the Merger, including in the definitive shareholder proxy statement filed on June 12, 2023, the sale process allegedly was not “thorough” because strategic buyers were not adequately canvassed by Defendants, the one strategic buyer that broke through was denied critical due diligence and its higher-priced merger proposal was rejected.  As alleged in the complaint, Stone Point preferred a transaction with CD&R, as opposed to the strategic acquiror that was prepared to offer more to Focus shareholders, given Stone Point’s interest in obtaining a more lucrative equity rollover into a private equity firm.

Moreover, while Defendants portrayed a robust arm’s-length negotiating process overseen by a purportedly “independent and disinterested” special committee of the Focus Board (the “Special Committee”), the Special Committee members were allegedly not disinterested nor independent given the personal financial windfall they received under the Merger.  The complaint further alleges that the Special Committee’s financial advisor on the Merger, Goldman Sachs & Co. LLC, suffered from numerous conflicts of interest that served to limit the pool of potential acquirors considered by the Special Committee.  As alleged in the complaint, the belated proxy supplement issued a mere six business days before the shareholder vote on the Merger also did not cure Defendants’ misstatements.

If you are a member of the Class and were damaged by the conduct alleged in this Action, you may be able to seek appointment as lead plaintiff.  If you wish to serve as a lead plaintiff in this matter, you must file a motion with the Court no later than March 4, 2024.  The lead plaintiff is a Court-appointed representative for absent members of the Class.  Any member of the proposed Class may move the Court to serve as a lead plaintiff through counsel of their choice, or they may choose to do nothing and remain a member of the Class.  If you are a Class member and there is a recovery for the Class, you can share in that recovery as an absent Class member.

If you wish to discuss this Action or have any questions concerning this notice or your rights or interests, please contact:  Robert N. Cappucci, Esq. or Jonathan H. Beemer, Esq. at (212) 894-7200 or via e-mail at [email protected] or [email protected].