H.T. Flanagan, P.C.

Kirkland & Ellis announced today that H.T. Flanagan will join the Firm as a partner in the Debt Finance Group. “H.T.’s deep private credit experience will bolster our leading liability management and opportunistic credit practices,” said Jon A. Ballis, Chairman of Kirkland’s Executive Committee. “We’re excited to welcome him to the Firm.” Mr. Flanagan advises private credit funds, alternative lenders and other investors in traditional private credit financings and bespoke capital solutions. He counsels such credit-oriented investors on direct originations, secondary market opportunities, complex intercreditor issues and novel structured capital investments. Mr. Flanagan also advises private equity firms and their portfolio companies on a range of borrower-side leveraged finance transactions. He has extensive experience representing private capital clients in connection with acquisition financings, liability management transactions, debtor-in-possession financings, hybrid capital instruments and special situations investments. “We are thrilled to be able to tap into H.T.’s private credit and liability management experience on behalf of Kirkland’s clients,” said Dave Nemecek, a senior debt finance partner. “H.T. will strengthen our ability to handle complex financing issues for the clients who turn to us for guidance, especially within the growing private credit sector.” Mr. Flanagan was recently named as one of the future leaders in leveraged finance as part of the 2024 Lawdragon 500 X – The Next Generation. Client commentators in the Legal 500 U.S. have also described H.T. as “thoughtful, thorough, commercial…and [a] pleasure to work with” and highlight his ability to “get to grips with incredibly difficult issues in very difficult and time-constrained circumstances.” Mr. Flanagan joins Kirkland from Freshfields Bruckhaus Deringer, where he was a partner. He will work primarily in Kirkland’s Dallas office, while also spending significant time in the Firm’s New York office. Mr. Flanagan earned his undergraduate degree from Washington University in St. Louis and his law degree from the University of Pennsylvania Carey Law School. “Having worked across from the Firm many times, I’ve seen first-hand the depth of talent, collaboration and experience that Kirkland brings to every matter,” said Mr. Flanagan. “I am beyond excited to join this world-class debt finance team and to add my diverse private capital experience advising private credit funds and opportunistic asset managers to Kirkland’s market-leading credit opportunities and liability management practices.” With more than 300 dedicated lawyers, Kirkland’s debt finance practice is the largest in the world and serves more than 500 private equity clients. Within this practice, the Firm’s multidisciplinary liability management team develops innovative, out-of-court alternatives to formal restructurings and has designed and led more than half of the most high-profile liability management exercises in the industry. According to Bloomberg, Debtwire and Refinitiv, Kirkland consistently handles more debt finance transactions for borrowers than any other law firm and, for the last five years, has led the market in U.S. borrower transactions. The practice is recognized by Chambers & Partners, Legal 500 and other publications for its work on complex, high-profile transactions; exceptional commercial understanding of U.S. and international financing markets; and excellence in client service.

Oct 23

2 min

Accolade Inc. and its CEO have asked a New York federal judge to toss a suit alleging they made false statements about the healthcare company's profitability to prop up share prices before announcing plans to go private, saying the amended complaint is investors' "second attempt to plead a 'fraud' case based on an obvious slip of the tongue." Accolade and its former chief executive Rajeev Singh filed a dismissal motion on Friday, arguing that a comment Singh made at a November 2023 analyst conference about Accolade's future profitability was a mistaken "stray remark." According to the suit filed by Accolade shareholder Madera Technology Master Fund Ltd., Singh told investors at the conference that Accolade would become profitable for the first time in "the very near term," and would not have any more unprofitable quarters despite analyst projections that it would not be profitable until at least 2028. But Friday's dismissal motion claims Singh meant to say "years" instead of "quarters" when he made the statement. "In context, no reasonable investor could have heard that statement as a promise that Accolade would never have another unprofitable quarter," the motion states. "Accolade had just forecast an unprofitable quarter (and never revised that projection); sell‑side models continued to project unprofitable quarters, and when, five months later, the company forecast another unprofitable quarter, no analyst raised an eyebrow." Additionally, Accolade and Singh argue that the suit's reliance claims fail since most of Madera's stock purchases occurred before the November 2023 statement, and federal law does not recognize "'holder' claims — claims by persons who allege that they were misled into holding rather than buying or selling their securities." Reliance on any post-statement purchases is also "implausible," the motion states, because a "sophisticated" hedge fund such as Madera would not reasonably rely on an "off‑the‑cuff remark that conflicted with the company's formal guidance and that not a single analyst appeared to credit." According to the motion, Madera has acknowledged that "it knew the comment was a mistake, as the company told plaintiff it considered clarifying the remark but deemed it unnecessary because analyst models were in the right place." The motion further argues that the suit fails to plead loss causation because, two months before the alleged corrective disclosure that caused the stock drop, Accolade told investors to expect an unprofitable quarter. Therefore, the stock decline that followed "could not have been caused by any 'corrective' disclosure revealing the 'truth,'" the motion said. Finally, the motion argues that the amended complaint fails to allege any materially false statements or knowledge of wrongdoing by the defendants. "The CEO's slip was, at most, an isolated and immaterial foot fault. Plaintiff pleads no facts showing a substantial likelihood that the remark significantly altered the total mix of information available to investors or giving rise to a strong inference of fraudulent intent," the motion states. "The remaining challenged statements were forward‑looking projections … simply put, there is no fraud here. Plaintiff is trying to turn a single, poorly phrased statement into a windfall." The suit states that Accolade went public in 2020, but by late 2023, the company had not generated a profit and analysts were modeling negative earnings for Accolade for the next 18 quarters, through February 2028. The suit alleges that Accolade and Singh were motivated to make positive statements about Accolade's potential profitability so that it could pursue an acquisition of an unnamed company referred to as "Strategic A," but the defendants were concerned that Accolade's stock price and performance would not be strong enough to get the purchase over the finish line. The suit alleges Singh and Accolade used the November 2023 conference as an opportunity to paint an inaccurate picture of Accolade's financial health, telling investors that Accolade's revenue growth put it "in a unique class." By Jan. 9, 2024, several weeks after the conference, Accolade's shares jumped nearly 77%, according to the suit. Approximately six months later, however, the truth emerged, the suit alleges, when Accolade announced a $3.3 million loss in the first quarter of its 2025 fiscal year, resulting in a 44% decline in the company's share price over the next day. In January, Accolade issued a proxy statement for its planned merger with healthcare company Transcarent Inc. As a result of the merger, Accolade went private and became a wholly owned indirect subsidiary of Transcarent in April. The suit accuses the defendants of violating the Exchange Act. The investment fund seeks at least $4.8 million in damages, in addition to litigation fees. Representatives for the parties did not immediately respond to requests for comment on Monday. Madera is represented by Nathaniel P. T. Read of N. Read & Co. PLLC. Accolade and Singh are represented by Peter Adams, Craig TenBroeck, Nicholas R. Orr, Brian M. French and Edward W. McLaughlin of Cooley LLP. The case is Madera Technology Master Fund Ltd. v. Accolade Inc. et al., case number 1:25-cv-05863, in the U.S. District Court for the Southern District of New York.

Nov 10

4 min

Freshfields announced today that Eva Y. Mak has joined the firm as a private capital partner based in the Silicon Valley office. Eva’s practice is focused on the representation of private equity, growth and venture funds and their portfolio companies in large capital, mid-market and growth transactions. Freshfields is a globally recognized market leader for private equity. Over the past 18 months, the firm has expanded its private capital offering with a number of strategic hires in private equity, leveraged finance and private funds and secondaries across the U.S., Europe and Asia. In the U.S., those additions include New York-based Global Co-Head of Private Capital Neal J. Reenan, Head of U.S. Private Capital Ian N. Bushner, Head of US Leveraged Finance Allison Liff, Global Co-Head of Private Funds and Secondaries Timothy J. Clark, Head of U.S. Private Credit & Capital Solutions Damian Ridealgh, as well as partners Ivet Bell and H.T. Flanagan. Neal stated: “Eva has represented some of the most active West Coast private equity and growth investors. Her impressive and varied deal experience underscores Eva’s strong market reputation. We are thrilled Eva has joined our team, immediately enhancing our private capital platform in the San Francisco Bay Area and continuing our private equity and M&A growth trajectory around the world.” U.S. Managing Partner Sarah Solum added: “We’re excited that such an in-demand, experienced private capital M&A lawyer as Eva has joined Freshfields. Her representation of premier private equity clients and experience leading deals ranging from large buyouts to growth equity investments is completely in line with our efforts to continue growing the firm on the West Coast.” Eva noted: “I was attracted to Freshfields’ growth trajectory in the U.S. and its commitment to building a truly global platform. I am thrilled to be joining Freshfields at such an exciting time in its expansion and I am looking forward to joining this extraordinary team and further Freshfields' private capital practice in the San Francisco Bay Area, the U.S. and around the globe.” Freshfields’ corporate practice was also recently strengthened by additions in New York of tax partner Steven Matays and M&A partners Sanjay Murti, Steven Li and Josh Ayal earlier this year. Eva is also the latest addition in Silicon Valley following M&A partner Denny Kwon, strategic risk and crisis management partners Beth George and Megan Kayo, litigator Tina Sessions and Global Chief Innovation Officer Gil Perez.

Aug 20

2 min

Accolade Inc. and its CEO have asked a New York federal judge to toss a suit alleging they made false statements about the healthcare company's profitability to prop up share prices before announcing plans to go private, saying the amended complaint is investors' "second attempt to plead a 'fraud' case based on an obvious slip of the tongue." Accolade and its former chief executive Rajeev Singh filed a dismissal motion on Friday, arguing that a comment Singh made at a November 2023 analyst conference about Accolade's future profitability was a mistaken "stray remark." According to the suit filed by Accolade shareholder Madera Technology Master Fund Ltd., Singh told investors at the conference that Accolade would become profitable for the first time in "the very near term," and would not have any more unprofitable quarters despite analyst projections that it would not be profitable until at least 2028. But Friday's dismissal motion claims Singh meant to say "years" instead of "quarters" when he made the statement. "In context, no reasonable investor could have heard that statement as a promise that Accolade would never have another unprofitable quarter," the motion states. "Accolade had just forecast an unprofitable quarter (and never revised that projection); sell‑side models continued to project unprofitable quarters, and when, five months later, the company forecast another unprofitable quarter, no analyst raised an eyebrow." Additionally, Accolade and Singh argue that the suit's reliance claims fail since most of Madera's stock purchases occurred before the November 2023 statement, and federal law does not recognize "'holder' claims — claims by persons who allege that they were misled into holding rather than buying or selling their securities." Reliance on any post-statement purchases is also "implausible," the motion states, because a "sophisticated" hedge fund such as Madera would not reasonably rely on an "off‑the‑cuff remark that conflicted with the company's formal guidance and that not a single analyst appeared to credit." According to the motion, Madera has acknowledged that "it knew the comment was a mistake, as the company told plaintiff it considered clarifying the remark but deemed it unnecessary because analyst models were in the right place." The motion further argues that the suit fails to plead loss causation because, two months before the alleged corrective disclosure that caused the stock drop, Accolade told investors to expect an unprofitable quarter. Therefore, the stock decline that followed "could not have been caused by any 'corrective' disclosure revealing the 'truth,'" the motion said. Finally, the motion argues that the amended complaint fails to allege any materially false statements or knowledge of wrongdoing by the defendants. "The CEO's slip was, at most, an isolated and immaterial foot fault. Plaintiff pleads no facts showing a substantial likelihood that the remark significantly altered the total mix of information available to investors or giving rise to a strong inference of fraudulent intent," the motion states. "The remaining challenged statements were forward‑looking projections … simply put, there is no fraud here. Plaintiff is trying to turn a single, poorly phrased statement into a windfall." The suit states that Accolade went public in 2020, but by late 2023, the company had not generated a profit and analysts were modeling negative earnings for Accolade for the next 18 quarters, through February 2028. The suit alleges that Accolade and Singh were motivated to make positive statements about Accolade's potential profitability so that it could pursue an acquisition of an unnamed company referred to as "Strategic A," but the defendants were concerned that Accolade's stock price and performance would not be strong enough to get the purchase over the finish line. The suit alleges Singh and Accolade used the November 2023 conference as an opportunity to paint an inaccurate picture of Accolade's financial health, telling investors that Accolade's revenue growth put it "in a unique class." By Jan. 9, 2024, several weeks after the conference, Accolade's shares jumped nearly 77%, according to the suit. Approximately six months later, however, the truth emerged, the suit alleges, when Accolade announced a $3.3 million loss in the first quarter of its 2025 fiscal year, resulting in a 44% decline in the company's share price over the next day. In January, Accolade issued a proxy statement for its planned merger with healthcare company Transcarent Inc. As a result of the merger, Accolade went private and became a wholly owned indirect subsidiary of Transcarent in April. The suit accuses the defendants of violating the Exchange Act. The investment fund seeks at least $4.8 million in damages, in addition to litigation fees. Representatives for the parties did not immediately respond to requests for comment on Monday. Madera is represented by Nathaniel P. T. Read of N. Read & Co. PLLC. Accolade and Singh are represented by Peter Adams, Craig TenBroeck, Nicholas R. Orr, Brian M. French and Edward W. McLaughlin of Cooley LLP. The case is Madera Technology Master Fund Ltd. v. Accolade Inc. et al., case number 1:25-cv-05863, in the U.S. District Court for the Southern District of New York.

Nov 10

4 min

Accolade Inc. and its CEO have asked a New York federal judge to toss a suit alleging they made false statements about the healthcare company's profitability to prop up share prices before announcing plans to go private, saying the amended complaint is investors' "second attempt to plead a 'fraud' case based on an obvious slip of the tongue." Accolade and its former chief executive Rajeev Singh filed a dismissal motion on Friday, arguing that a comment Singh made at a November 2023 analyst conference about Accolade's future profitability was a mistaken "stray remark." According to the suit filed by Accolade shareholder Madera Technology Master Fund Ltd., Singh told investors at the conference that Accolade would become profitable for the first time in "the very near term," and would not have any more unprofitable quarters despite analyst projections that it would not be profitable until at least 2028. But Friday's dismissal motion claims Singh meant to say "years" instead of "quarters" when he made the statement. "In context, no reasonable investor could have heard that statement as a promise that Accolade would never have another unprofitable quarter," the motion states. "Accolade had just forecast an unprofitable quarter (and never revised that projection); sell‑side models continued to project unprofitable quarters, and when, five months later, the company forecast another unprofitable quarter, no analyst raised an eyebrow." Additionally, Accolade and Singh argue that the suit's reliance claims fail since most of Madera's stock purchases occurred before the November 2023 statement, and federal law does not recognize "'holder' claims — claims by persons who allege that they were misled into holding rather than buying or selling their securities." Reliance on any post-statement purchases is also "implausible," the motion states, because a "sophisticated" hedge fund such as Madera would not reasonably rely on an "off‑the‑cuff remark that conflicted with the company's formal guidance and that not a single analyst appeared to credit." According to the motion, Madera has acknowledged that "it knew the comment was a mistake, as the company told plaintiff it considered clarifying the remark but deemed it unnecessary because analyst models were in the right place." The motion further argues that the suit fails to plead loss causation because, two months before the alleged corrective disclosure that caused the stock drop, Accolade told investors to expect an unprofitable quarter. Therefore, the stock decline that followed "could not have been caused by any 'corrective' disclosure revealing the 'truth,'" the motion said. Finally, the motion argues that the amended complaint fails to allege any materially false statements or knowledge of wrongdoing by the defendants. "The CEO's slip was, at most, an isolated and immaterial foot fault. Plaintiff pleads no facts showing a substantial likelihood that the remark significantly altered the total mix of information available to investors or giving rise to a strong inference of fraudulent intent," the motion states. "The remaining challenged statements were forward‑looking projections … simply put, there is no fraud here. Plaintiff is trying to turn a single, poorly phrased statement into a windfall." The suit states that Accolade went public in 2020, but by late 2023, the company had not generated a profit and analysts were modeling negative earnings for Accolade for the next 18 quarters, through February 2028. The suit alleges that Accolade and Singh were motivated to make positive statements about Accolade's potential profitability so that it could pursue an acquisition of an unnamed company referred to as "Strategic A," but the defendants were concerned that Accolade's stock price and performance would not be strong enough to get the purchase over the finish line. The suit alleges Singh and Accolade used the November 2023 conference as an opportunity to paint an inaccurate picture of Accolade's financial health, telling investors that Accolade's revenue growth put it "in a unique class." By Jan. 9, 2024, several weeks after the conference, Accolade's shares jumped nearly 77%, according to the suit. Approximately six months later, however, the truth emerged, the suit alleges, when Accolade announced a $3.3 million loss in the first quarter of its 2025 fiscal year, resulting in a 44% decline in the company's share price over the next day. In January, Accolade issued a proxy statement for its planned merger with healthcare company Transcarent Inc. As a result of the merger, Accolade went private and became a wholly owned indirect subsidiary of Transcarent in April. The suit accuses the defendants of violating the Exchange Act. The investment fund seeks at least $4.8 million in damages, in addition to litigation fees. Representatives for the parties did not immediately respond to requests for comment on Monday. Madera is represented by Nathaniel P. T. Read of N. Read & Co. PLLC. Accolade and Singh are represented by Peter Adams, Craig TenBroeck, Nicholas R. Orr, Brian M. French and Edward W. McLaughlin of Cooley LLP. The case is Madera Technology Master Fund Ltd. v. Accolade Inc. et al., case number 1:25-cv-05863, in the U.S. District Court for the Southern District of New York.

Nov 10

4 min