We are investigating whether the directors of Focus Financial Partners, Inc. (Nasdaq: FOCS) (“Focus”) acted in the best interests of Focus shareholders in approving the sale of Focus to Clayton, Dubilier & Rice (“CDR”) for $53.00 per share in cash upon the recommendation of a special committee of purportedly independent directors.
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Why is there an investigation?
On February 27, 2023, Focus announced that it had agreed to be acquired by CDR for $53.00 per share in cash. The agreement has been approved by the Focus board of directors (“Board”) upon the recommendation of a special committee of purportedly independent directors.
According to the announcement, funds managed by Stone Point Capital LLC (“Stone Point”) have agreed to retain a portion of their investment in Focus and provide new equity financing as part of the proposed transaction. According to the 2022 Annual Proxy filed by Focus, Stone Point owned 11.9% of Focus’ Class A Common Stock, and 71.1% of Focus’ Class B Common Stock, as of March 31, 2022.
“We are investigating whether Focus’s Board acted in the best interests of Focus shareholders in approving the sale,” explained Joshua Fruchter, a partner at Wohl & Fruchter. “This includes whether the members of the Special Committee that recommended the transaction were truly independent of Stone Point, whether the acquisition price adequately compensates Focus shareholders, and whether all material information regarding the transaction has been fully disclosed.”