Douglas D. Herrmann, a partner in the Commercial Litigation Practice Group of Pepper Hamilton, was quoted in the April 10, 2017 Law360 article, "ProfitPoint Controller Says Liquidation Was Above Board."
"ProfitPoint retained the value of its assets, just in the form of a larger pool that now included all of the assets of [buyer] Clutch Holdings LLC," said attorney Douglas Herrmann of Pepper Hamilton LLP, representing NewSpring and ProfitPoint's former directors.
Aside from that consideration, ProfitPoint also received a right to name someone to the board of Clutch in the transaction. That board seat was owned by ProfitPoint for the benefit of all shareholders, Herrmann said, and the allegations in the complaint saying the company was given away for no return was unsupported by facts.
"The allegations themselves in the complaint show there was consideration," he said. "The company for years has been having liquidity issues. Being able to offload debt, there was a corporate purpose for this transaction."
Herrmann said in rebuttal that Duffy made his initial records demand to determine the value of his shares of ProfitPoint, and not to analyze the process surrounding the Clutch transaction.