Arizona Tribune - Turning a Blind Eye: DigitalBridge Accused of Aiding and Abetting in Defrauding a Minority Equity Holder

Plaintiff alleges West Palm Beach-based DigitalBridge (NYSE: DBRG) misappropriated his 5% equity stake in HControl Corporation and enabled fraudulent actions in a high-stakes M&A deal.

Rafael Marquez, the founder of Cariaco Technologies, Inc., has filed a lawsuit against DigitalBridge Partners III (DBPIII), an investment fund managed by DigitalBridge (NYSE: DBRG), and Snowbird Bidco, a Special Purpose Vehicle (SPV) created to acquire HControl Corporation. The lawsuit alleges that the defendants disregarded Marquez's 5% equity stake, by aiding and abetting fraudulent actions during the acquisition of HControl Corporation.

The lawsuit also alleges that HControl Holdings, a holding company encompassing HControl Corporation, was created without Marquez's knowledge, effectively misappropriating his equity stake. Marquez also alleges that this restructuring further excluded him from key corporate decisions, compounding the alleged breaches of corporate governance and shareholder rights..

Marquez contends that DigitalBridge, a multibillion-dollar fund manager overseeing over $80 billion in assets, actively colluded with HControl's majority owner to exclude him from the sale while adding protective clauses to shield itself from future claims. The suit alleges this constituted aiding and abetting fraud, tortious interference, and breach of fiduciary duty by DigitalBridge.

The events leading to the lawsuit began in 2023, when a Delaware court affirmed Marquez's ownership stake during a prior sale attempt to a French buyer. The buyer withdrew from the deal after HControl refused to recognize Marquez's equity rights. In February 2024, DigitalBridge, through DBPIII and Snowbird, acquired HControl despite knowing Marquez's rights had been previously recognized by the Delaware court.

"This lawsuit isn't just about my rights-it's about ensuring companies are held accountable for trampling shareholder rights, especially minority stakeholders," said Marquez.

The lawsuit was filed in Palm Beach County 15th Circuit Court and seeks monetary damages, declaratory relief, and accountability for corporate governance violations.

The case is

CARIACO TECHNOLOGIES INC V DBP III SNOWBIRD BIDCO LLC. (50-2024-CA-011356-XXXA-MB)

DigitalBridge is the general partner of DBPIII through one of its affiliates.

For more information, including the full filing, please contact:

Rafael Marquez
[email protected]

SOURCE: Cariaco Consulting, Inc.

D.Johnson--AT