The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sat, 04 Apr 2026 11:30:51 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Emergency Challenge to Continuation Fund Deal Lands in Delaware Court – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Emergency Challenge to Continuation Fund Deal Lands in Delaware Court https://corpgov.law.harvard.edu/2025/12/26/emergency-challenge-to-continuation-fund-deal-lands-in-delaware-court/?utm_source=rss&utm_medium=rss&utm_campaign=emergency-challenge-to-continuation-fund-deal-lands-in-delaware-court https://corpgov.law.harvard.edu/2025/12/26/emergency-challenge-to-continuation-fund-deal-lands-in-delaware-court/#respond Fri, 26 Dec 2025 12:30:55 +0000 https://corpgov.law.harvard.edu/?p=178298?d=20251223121814EST Posted by Leor Landa, Andrew M. Ahern, and Sijia Cai, Davis Polk & Wardwell LLP, on Friday, December 26, 2025
Editor's Note:

Leor Landa, Andrew M. Ahern, and Sijia Cai are Partners at Davis Polk & Wardwell LLP. This post is based on a Davis Polk memorandum by Mr. Landa, Mr. Ahern, Ms. Cai, Michael W. Brasher, Matthew Haddadin and Michael A. Stenbring, and is part of the Delaware law series; links to other posts in the series are available here.

On December 3, 2025, the Abu Dhabi Investment Council (ADIC), part of the approximately $300 billion Mubadala investment group, initiated litigation in the Delaware Court of Chancery against affiliates of the Energy & Minerals Group (EMG) arising from EMG’s proposed sale of a 30% stake in Ascent Resources to a continuation fund.1  The complaint, filed under C.A. No. 2025-1389-NAC, sought injunctive relief in aid of arbitration and alleges that EMG engineered a conflicted, below-market sale that would disadvantage existing investors at the current time.

According to ADIC, the transaction, structured as a sale from one EMG-managed fund to another, would harm limited partners, confer substantial benefits on EMG insiders, and allow the manager to reset performance-fee economics on an asset that would be unlikely to generate carried interest if sold in a conventional exit or public offering at the current time.

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