Posts tagged "Orion"

Stemgent, Inc. v. Orion Equity Partners, et al. (Lawyers Weekly No. 12-176-16)

1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT SUCV2013-2212-BLS2 STEMGENT, INC., Plaintiff vs. ORION EQUITY PARTNERS, ORION EQUITY PARTNERS, LLC and MARK CARTHY, Defendants FINDINGS OF FACT, RULINGS OF LAW AND ORDER OF JUDGMENT This case arises from events leading up to plaintiff Stemgent Inc.’s acquisition of another company, Asterand. The defendant Mark Carthy through Orion Equity Partners (Orion) was one of the competing bidders for Asterand’s business.1 Stemgent brought this lawsuit alleging that Carthy tortiously interfered with an exclusive negotiation agreement between Stemgent and Asterand and that as a result of Carthy’s improper conduct, Stemgent was forced to pay a higher price for Asterand’s assets than it would have without such interference. Stemgent alleges that this conduct also constituted an unfair and deceptive business practice in violation of Chapter 93A. The case came before this Court for jury waived trial in October 2016. This Court concludes that judgment should enter for the defendants, the plaintiff having failed to prove that Carthy had an improper motive or used improper means in connection with his competing bid. 1 Because Carthy and Orion are one and the same, and Orion did not become a limited liability company until after events in this case, this Court sees no reason to distinguish between the three defendants and will refer only to Carthy. 2 FINDINGS OF FACT Asterand is a leading provider to scientists of high quality human tissue and tissue based research solutions. At the time of events in this case, it had two parts to its business, one located in Detroit, Michigan where human tissue was collected, stored, and prepared for shipping (the Tissue Business) and a second research arm located in the United Kingdom known as Bioseek. In 2011, Asterand received notices of default on $ 9 million of debt to two secured lenders. With insufficient funds to pay off the debt, Asterand made a decision to sell its assets. Initially, it sought to sell both parts of its business, then elected to sell each part separately on parallel tracks. To assist it in the sale, Asterand engaged Covington Associates (Covington), a Boston based investment banking firm. Steven Mermelstein was the Covington employee assigned to Asterand, although its managing director Chris Covington also played a role. On January 8, 2012, Covington sent out an instruction letter to potential bidders that outlined the bidding process. Among other things, the letter instructed bidders not to contact Asterand or its affiliates directly but to work through Covington. One of the potential bidders receiving this letter was the defendant Mark Carthy. Carthy had worked in various corporate positions before ending up at Oxford Biosciences (Oxford) in 2000. There, Carthy was involved in making venture capital investments […]

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Posted by Massachusetts Legal Resources - December 31, 2016 at 1:40 am

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