Denver and Boston – July 31, 2026 – Cooley secured a post-trial judgment for its e-payment facilitator client SPOSC Investment Holdings, formerly known as SwervePay, in the Delaware Court of Chancery, resulting in approximately $120 million in fraud damages plus prejudgment interest, bringing the total award to approximately $150 million.

Following a five-day bench trial, Chancellor Kathaleen St. J. McCormick found that New Mountain Capital and investor Robert Wechsler fraudulently induced SwervePay to sell itself by misrepresenting the payments-volume opportunity underlying a post-closing earnout. The 102-page opinion entered judgment for the sellers on their fraud claims and awarded $43.75 million for the cash earnout, $75.69 million for the equity earnout and $656,923 for rollover units, together with prejudgment and post-judgment interest.

The dispute arose from New Mountain’s 2019 acquisition of SwervePay. During negotiations, the buyers represented that Ontario Systems, another portfolio company of New Mountain, had approximately $34 billion in payments volume available for monetization through SwervePay’s platform. Internal communications later showed that, internally, the buyers were relying on an estimate of monetizable payment volume closer to $5 billion.

The court found that the buyers nevertheless used the larger figure to persuade SwervePay and its board that the earnout was achievable. In describing the buyers’ intent to fraudulently induce the transaction, Chancellor McCormick wrote that it was “plain as day.” Applying benefit-of-the-bargain damages, the court awarded SwervePay the value of the earnouts it would have received had the represented payments volume been true.

The Cooley team was led by partners Orion Armon and Luke Cadigan, with Noah Pittard, Tim Cook, Katelyn Kang, Keegan N. Trofatter, Mikhaila Fogel and Celene Chen. 

Read the order

The case is In re SwervePay Acquisition, LLC (Consolidated C.A. No. 2021-0447-KSJM).  

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