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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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`PATRICK FLANNERY, as
`Securityholders’ Agent, on behalf of all
`Additional Payment Recipients
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` Plaintiff,
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`LONDON STOCK EXCHANGE
`GROUP PLC, REFINITIV US LLC,
`LATITUDE MERGER SUB, INC., and
`MAYSTREET, INC.
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`Defendants.
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`C.A. No. _______________
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`VERIFIED COMPLAINT
`Plaintiff Patrick Flannery, in his capacity as Securityholders’ Agent
`(“Plaintiff” or “Securityholders’ Agent”), on behalf of all Additional Payment
`Recipients, by and through his undersigned attorneys, submits this Verified
`Complaint against Defendants London Stock Exchange Group PLC (“LSEG”);
`Refinitiv US LLC (“Refinitiv”); Latitude Merger Sub, Inc. (“Merger Sub”); and
`MayStreet, Inc. (“MayStreet”) (collectively, “Defendants”), and alleges as follows:
`SUMMARY OF ACTION
`1. The “business case has failed spectacularly.” Those are the words of a
`senior LSEG executive who admitted that Defendants had failed to live up to their
`obligations set forth in a jointly developed Business Plan that guided the operation
`of an acquired business, MayStreet, Inc., over a five-year,
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`earnout.
`PUBLIC VERSION -
`E-FILED MAY 22, 2025
`2025-0547-
`EFiled: May 22 2025 03:09PM EDT
`Transaction ID 76327483
`Case No. 2025-0547-
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`2. This earnout dispute arises from the sale of MayStreet, a company that
`pioneered low latency market data solutions, to the Defendants, led by their parent
`company, the London Stock Exchange Group, which markets itself as “one of the
`world’s leading providers of financial information – delivering high-value data,
`analytics, market surveillance, and solutions to manage risk, workflow and data.”
`3. Defendants fraudulently induced Plaintiff, and the other former equity
`holders of MayStreet, into merging with LSEG by promising to: (i) double
`MayStreet’s available data content with trading exchanges; and (ii) leverage LSEG’s
`“global sales force” to substantially grow MayStreet’s revenue. Defendants, seeking
`to both gain the benefits of MayStreet’s superior low-latency technology and
`eliminate MayStreet as a competitor, promised MayStreet’s founders and key
`employees a lucrative earnout of up to
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`based on the revenue achieved
`by MayStreet’s products post-closing. To protect the substantial value in the
`earnout, the Plaintiff negotiated for extensive covenants in the parties’ Agreement
`and Plan of Merger (“Merger Agreement”) requiring the Defendants to act in “good
`faith” and to “continue to develop, license, market, sell, deliver and distribute
`Company Products” in accordance with a detailed Business Plan that the parties
`jointly developed, which was appended to the Merger Agreement.
`4. As alleged below, the Defendants’ pre-closing representations and
`commitments they made in the Merger Agreement regarding their capability to add
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`their existing content to MayStreet’s products and the deployment of their “global
`sales force” were false or made with reckless indifference to their truth.
`5. Subsequent to closing, the Defendants completely failed to live up to
`the obligations they committed to under the Merger Agreement and the associated
`Business Plan, including their failure to add of the
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`new content feeds by
`December 31, 2023, which was the fuel that would be used to scale the business and
`drive revenue growth; their failure to mobilize their global sales force to sell
`MayStreet’s products; and their failure to dedicate sufficient time, attention, money,
`and leadership to the integration of the MayStreet business – all of which their senior
`leadership team has admitted to in emails, presentations, meetings and phone calls.
`6. As a result, revenue for the first earnout milestone in FY24 was
`below the earnout floor, causing at least
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`in damages. Moreover,
`because the achievement of the future revenue targets in the Business Plan were built
`off the Defendants having already added
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`new feeds and leveraged their global
`sales force in the prior periods, the Defendants’ misconduct has set the MayStreet
`business so far back behind the Business Plan that they have permanently impaired
`achievement of the earnout, resulting in damages of at least $
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`7. Notwithstanding their own admissions that they failed to hold up their
`end of the bargain, and that the “business case has failed spectacularly,” the
`Defendants have celebrated duping MayStreet’s equity holders into selling their
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`business and cutting-edge products to LSEG. In a post-investment review
`memorandum, LSEG’s senior management reported that the “
`Original deal Earn-out
`structure has served its purpose”
`– not because the Business Plan had been met
`(which it has not) – but because the earnout had
`“[b]ridged the gap on expectations
`for founders, enabling us to acquire MayStreet, who were in active discussions with
`competitors and [private equity], and has allowed us to manage downside risk.”
`8. The incompatible nature of LSEG claiming that the earnout
`“served its
`purpose”
`juxtaposed against its own contemporaneous admissions that the “business
`case has failed spectacularly,” speak volumes about Defendants’ misconduct here.
`9. Having spent ten years building MayStreet from the ground up – and
`having been convinced by Defendants to forgo accepting a Series B financing offer
`and sell their business to LSEG based on false assurances that Defendants would
`double MayStreet’s available content and leverage their “global sales force” –
`Plaintiff, as Securityholders’ Agent, has no choice but to bring this suit to enforce
`the Additional Payment Recipients’ rights. As a result, Plaintiff brings claims for:
`(i) fraud with respect to both misrepresentations and omissions made during the
`negotiation and memorialized in the Merger Agreement; and (ii) numerous breaches
`of the Merger Agreement and detailed Business Plan attached thereto.
`10. LSEG’s motto is a Latin phrase “dictum meum pactum,” which
`translates to: “my word is my bond.” This lawsuit seeks to hold LSEG to its word.
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`THE PARTIES
`11. Plaintiff Patrick Flannery is a resident of London, England with an
`address at . Plaintiff Flannery
`was the Chief Executive Officer and Co-Founder of MayStreet prior to the
`acquisition. Pursuant to Section 12.1 of the Merger Agreement, Plaintiff Flannery
`is the Securityholders’ Agent for all Effective Time Holders, which includes the
`Additional Payment Recipients, who are the individuals referenced or identified on
`Schedule 1.13 of the Merger Agreement. Pursuant to Section 12.1, Plaintiff
`Flannery, as Securityholders’ Agent, is empowered to take “any actions” on behalf
`of the Effective Time Holders to enforce their rights under the Merger Agreement.
`Plaintiff Flannery, as Securityholders’ Agent, is a signatory to the Merger
`Agreement. Pursuant to Section 11.3 of the Merger Agreement, the parties agreed
`that: “No Effective Time Holder shall have the right to directly take such action or
`enforce any provision of this Article XI, it being understood and agreed that all such
`actions shall be taken solely by the Securityholders’ Agent acting on behalf of the
`Indemnifying Persons and Indemnified Persons for purposes of this Article XI, as
`applicable, in accordance with Section 12.1.” Pursuant to Section 12.1(b) of the
`Merger Agreement, “each Indemnitee shall be entitled to deal exclusively with the
`Securityholders’ Agent on all matters relating to the Additional Payment pursuant
`to Section 1.13 or any claim for indemnification, compensation or reimbursement
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`under Article XI. . .”. The Merger Agreement defines Indemnitees as “(a) Parent;
`(b) Parent’s current and future Affiliates (including Merger Sub and, following the
`Merger, the Surviving Corporation); (c) the respective Representatives of the
`Persons referred to in clauses (a) and (b) above; and (d) the respective successors
`and assigns of the Persons referred to in clauses (a), (b) and (c) above.”
`12. Defendant London Stock Exchange Group PLC (“LSEG”) is an
`England public limited company with a principal place of business at 10 Paternoster
`Square, London, EC4M 7LS, United Kingdom. Defendant LSEG is the parent of
`Defendant Refinitiv US LLC, and directed the acquisition of MayStreet by
`Defendant Refinitiv and Defendant Latitude Merger Sub. LSEG was a signatory to
`the Project Latitude Indicative Non-Binding Term Sheet, dated February 10, 2022
`between Defendant LSEG, MayStreet, Inc., Patrick Flannery, and others. LSEG
`holds itself out as “an essential partner to the global financial community.”
`13. Defendant Refinitiv US LLC is a Delaware limited liability company,
`and is a wholly owned subsidiary of Defendant LSEG. Defendant Refinitiv US LLC
`has a registered agent at 1521 Concord Pike Suite 201, Wilmington, DE 19803.
`14. Defendant Latitude Merger Sub, Inc. is a Delaware corporation, and a
`wholly owned subsidiary of Defendant Refinitiv US LLC. Latitude Merger Sub,
`Inc. has a registered agent at 1521 Concord Pike Suite 201, Wilmington, DE 19803.
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`15. Defendant MayStreet, Inc. is a Delaware corporation, and post-closing
`became a wholly owned subsidiary of Defendant Refinitiv US LLC. Prior to the
`transaction, MayStreet, Inc. was founded by Plaintiff Patrick Flannery and his co-
`founder, Michael Lehr, and was acquired by Defendants Refinitiv and Latitude
`Merger Sub on May 31, 2022, via the Merger Agreement. Defendant MayStreet has
`a registered agent at 1521 Concord Pike Suite 201, Wilmington, DE 19803.
`16. As used herein, the term “Defendants” or “LSEG” refers to Defendants
`LSEG, Refinitiv, and Latitude Merger Sub with respect to conduct occurring prior
`to closing, and to all Defendants with respect to conduct occurring post-closing.
`JURISDICTION
`17. This Court has personal jurisdiction over Defendants because
`Defendants Refinitiv US LLC, Latitude Merger Sub, Inc., and MayStreet, Inc. are
`each Delaware entities. Each of these Defendants irrevocably agreed to submit to
`the jurisdiction of the Court of Chancery in the Merger Agreement. Specifically, in
`Section 12.9(b) of the Merger Agreement, Defendants agreed that:
`any suit, action or other Legal Proceeding seeking to
`enforce any provision of, or based on any matter arising
`out of or in connection with, this Agreement, the Merger
`or the other transactions contemplated hereby or thereby
`shall be brought in the Delaware Court of Chancery and
`any appellate court therefrom within the State of Delaware
`(or, if the Delaware Court of Chancery declines to accept
`jurisdiction over a particular matter, any state or federal
`court within the State of Delaware), so long as one of such
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`courts shall have subject matter jurisdiction over such suit,
`action or proceeding, and that any cause of action or other
`Legal Proceeding arising out of this Agreement shall be
`deemed to have arisen from a transaction of business in the
`State of Delaware, and each of the parties hereby
`irrevocably consents to the jurisdiction of such courts (and
`of the appropriate appellate courts therefrom) in any such
`suit, action or proceeding and irrevocably waives, to the
`fullest extent permitted by law, any objection that it may
`now or hereafter have to the laying of the venue of any
`such suit, action or proceeding in any such court or that
`any such suit, action or proceeding brought in any such
`court has been brought in an inconvenient forum.
`Merger Agreement, at § 12.9(b).
`18. This Court has personal jurisdiction over Defendant LSEG pursuant to
`the Merger Agreement and 10 Del. C. § 3104(c). The Court has personal jurisdiction
`over Defendant LSEG based on Section 12.9(b) of the Merger Agreement.
`Defendant LSEG is the parent company of its wholly-owned subsidiary, signatory
`Defendants Refinitiv US LLC, and indirect subsidiaries, Defendants Latitude
`Merger Sub, Inc., and MayStreet, Inc. Defendant LSEG is a closely related party to
`the parties to the Merger Agreement, and a third-party beneficiary of the Merger
`Agreement. Defendant LSEG directed the acquisition of MayStreet, Inc. from
`Plaintiff, the acquisition was done for the benefit of Defendant LSEG, and Defendant
`LSEG accepted the benefits of the acquisition and Merger Agreement. In its May
`18, 2022 press release announcing the acquisition to the market, Defendant LSEG
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`stated: “London Stock Exchange Group (LSEG) today announces that it has signed
`an agreement to acquire MayStreet, a leading market data solutions provider.”
`19. The Court also has personal jurisdiction over Defendant LSEG
`pursuant to 10 Del. C. § 3104(c), because, among others, Defendant LSEG’s
`transaction of business in Delaware gives rise to this cause of action, Defendant
`LSEG formed Defendant Latitude Merger Sub, Inc. in Delaware for the purpose of
`completing the transaction giving rise to this cause of action, Defendant LSEG
`caused tortious injury in Delaware, and Defendant LSEG regularly does and solicits
`business in Delaware and derives substantial revenue from that business. Defendant
`LSEG, through its agents Defendants Refinitiv US LLC and Latitude Merger Sub,
`Inc., entered into the Merger Agreement with Plaintiff, a privately held Delaware
`corporation to purchase all of the MayStreet equity-holders’ ownership interests.
`20. This Court has subject matter jurisdiction over this action pursuant to 8
`Del. C. § 111 because this civil action seeks to interpret, apply, and enforce a merger
`agreement governed by 8 Del. C. § 251. This Court also has jurisdiction pursuant to
`6 Del. C. § 2708 because the Merger Agreement is governed by Delaware law and
`selects the Court of Chancery as the forum for any disputes arising out of or related
`to the agreements. This Court also has jurisdiction pursuant to 10 Del. C. § 341
`because Plaintiff seeks an equitable remedy of rescissory damages.
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`STATEMENT OF FACTS
`A. Defendants Fraudulently Induce MayStreet’s Owners into the Merger
`1. The MayStreet Business
`21. MayStreet was founded in 2012 by Patrick Flannery and Michael Lehr,
`who are computer programmers and engineers by trade. MayStreet was a New York
`City based leading provider of capital markets data with low latency technology,
`nanosecond accuracy and cloud accessible data as a service solution. MayStreet
`ingests raw market data regarding the buying and selling of securities directly from
`hundreds of trading venues. It then normalizes, enriches and delivers the data via
`low latency software. MayStreet stores the raw data and provides add-on services
`such as Data Lake and Analytics Workbench to access, query and analyze the data.
`22. The MayStreet business serves sophisticated market participants (High
`Frequency Traders, Banks, and Hedge Funds), as well as the Securities & Exchange
`Commission in the United States.
`23. Historically, MayStreet had three primary product lines: PCAP,
`Bellport and Workbench. PCAP, which stands for Packet Capture, delivers raw
`venue trading data with nanosecond timestamps captured in third-party cloud
`facilities. The product is attractive to quants, banks and asset managers because it
`is an accurate reflection of what the trading venue published allowing for the
`refinement of trading strategies, market reconstruction and compliance analysis.
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`24. Bellport (n/k/a Real Time Ultra Direct – RTUD) is a software-based
`feed handler that uses the same content as PCAP but interprets the data live, as well
`as historically captured data and processes exchange updates in microseconds.
`Bellport is also attractive to quants, banks and brokers because it allows clients to
`normalize historical and ongoing data across venues.
`25. Finally, Workbench is a cloud-based solution facilitating the delivery
`and analytical applications for PCAP. Workbench is attractive to quants, banks and
`asset managers because it supplies a stand-alone analytics environment for working
`with normalized PCAP data.
`26. From its founding, MayStreet had grown to $17,958,000 in annual
`revenue by the end of December 31, 2021 and had 60 employees. In 2019,
`MayStreet developed a partnership with Defendant Refinitiv to overhaul its
`“Refinitiv Data Feed Direct” (“RDFD”) product with a new product called Real-
`Time Direct (“RTD”) using MayStreet’s superior low-latency technology.
`Refinitiv’s RDFD product was a legacy technology at the end of its life, and Refinitiv
`hired MayStreet to provide RTD as the next generation direct feed solution.
`27. RTD that uses MayStreet technology is software that is not as fast as
`Bellport but can provide more functionality as a filtered product for end users. RTD
`is attractive to quants, banks, brokers, ISVs, and exchanges because it normalizes
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`data using the LSEG data model and works as a back-up for the LSEG real-time
`consolidated feed at a lower latency.
`2. Defendants Convince MayStreet’s Owners to Forgo a Series B
`Financing and Sell their Business to LSEG By Promising to Double
`MayStreet’s Content and Leverage LSEG’s Sales Machine
`28. In 2021, MayStreet began to pursue a Series B financing round to
`enable MayStreet to complete its global exchange coverage, scale up development
`and sales capabilities, and substantially grow its annual revenue to over $145 million
`by 2025. MayStreet’s three core goals – to add new content, to increase sales
`capabilities, and to grow revenue – were stated in its Series B presentation materials.
`29. In 2021, Defendant LSEG had completed its $27 billion acquisition of
`Defendant Refinitiv. Defendants, seeing the promise of MayStreet’s technology
`through the Refinitiv partnership and concerned about the competitive threat that
`MayStreet presented to its own products, approached MayStreet about an acquisition
`in lieu of a Series B financing round and promised to provide MayStreet the new
`content and global sales reach that was necessary to grow MayStreet’s revenue.
`30. New content was the key for MayStreet. In 2021, MayStreet identified
`that it could maximize its revenue growth by continuing to expand its global content
`offerings. In securities trading, a “feed” refers to a stream of financial data that has
`information on prices, trade volumes, and order activity, which traders can use to
`make informed trading decisions. Feeds come from venues, which are largely
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`synonymous with trading exchanges around the world, which include both well-
`known exchanges such as the New York or London Stock Exchanges, but also other
`national and local exchanges located throughout Europe, the Middle East and Africa
`(EMEA) and Asia-Pacific (APAC), such as stock exchanges in China and India, as
`well as specialty exchanges that concern trading in foreign currency or fixed income,
`like bonds. A particular venue or exchange may have multiple feeds.
`31. Between 2020 and 2021, MayStreet added
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`new feeds of content.
`But comprehensive global content remained critical to MayStreet’s ability to expand
`its product offerings and win bigger contracts with larger banks, quants, hedge funds
`and other asset managers who desire to have access to global financial market data.
`32. On its website, LSEG boasts that it has “best in class global market data
`and feeds.” Defendant LSEG sought to make its acquisition offer “attractive” by
`emphasizing to MayStreet that LSEG had global content including emerging
`markets and other difficult to obtain content and that it would help MayStreet meet
`its growth goals by offering MayStreet access to its over
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`feeds of global content.
`33. During the due diligence process, the Sellers requested and received
`information from LSEG regarding its available feed and venue content, as well as
`its network and data centers. For example, on November 8, 2021, Mr. Flannery and
`MayStreet’s general counsel, Mr. David Breau, had an initial call with
`representatives of Defendants LSEG and Refinitiv regarding a potential merger. On
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`that call, Defendants confirmed to MayStreet that it had access to over
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`global content on its network that it would provide to MayStreet as part of a potential
`merger. That same day, Mr. Bryn Thomas, LSEG’s then Head of Data Exchange,
`sent MayStreet a list of
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`feeds to support its oral representations. In response,
`Mr. Breau expressed MayStreet’s interest in this content which had “many of the
`remaining global equities and futures exchanges that are on our roadmap, such as
`China and South America.” Thus, from the beginning of their courtship, MayStreet
`communicated its need for this new content, and LSEG promised to deliver it.
`34. On November 22, 2021, LSEG made an offer to acquire MayStreet.
`However, that offer was far below the founders’ expectations. In response, Mr.
`Flannery informed LSEG that: “Unfortunately this isn’t something we’d consider
`and will be continuing with our existing plans,” related to the Series B offering. Mr.
`Flannery further articulated his concerns, adding that: “What’s here is an absolute
`non starter for the company and our investors. We’d be selling for far less than we
`can raise at, and from that we keep both control and the upside.”
`35. To convince the MayStreet founders to sell, Defendants engaged in a
`hard sell campaign, repeatedly assuring MayStreet’s founders that Defendants would
`provide “the right platform for future growth.” Defendants reiterated these
`misrepresentations orally and in writing on at least December 10, 14, and 21, 2021.
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`36. Specifically, on December 10, 2021, Mr. Tom Luker, LSEG’s then
`Head of Strategic Investments, and Ms. Andrea Stone, who served as LSEG’s then
`Head of Data & Analytics, transmitted two presentations to Mr. Flannery to convince
`him and his co-founder to sell MayStreet to LSEG. Under the heading, “Why we
`think this is an attractive offer…,” LSEG represented to MayStreet that the earnout
`structure would deliver more “valuation certainty” and “remov[e] future market
`risk” by providing “MayStreet with the right platform for future growth” because
`MayStreet’s products would have “Access to Refinitiv data and global sales force.”
`37. In the other presentation LSEG sent to Mr. Flannery, LSEG began to
`prepare its vision of the business plan and represented to Mr. Flannery that: (i) “We
`believe LSEG can enable and accelerate delivery of MayStreet business plan via
`cross sell opportunities into our extensive client base.” (emphasis in the original.)
`38. On December 14, 2021, the MayStreet team countered LSEG’s offer.
`Plaintiff and the other sellers sought more up-front consideration to alleviate the risk
`of the earnout. In particular, Mr. Flannery and others were concerned about the “loss
`of control and prioritization needed to hit the goals” for the earnout. Plaintiff made
`clear that to meet revenue growth goals (and the earnout payments) MayStreet would
`“1) require access to all their content in the way we record raw data,” require “2)
`developer resources for software,” and require “3) sales/marketing/existing account
`introductions.” Plaintiff explained that under its Series B raise, MayStreet would
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`have the capital to accelerate its growth, add new content and data, and expand its
`marketing and sales efforts to meet its growth goals. In the negotiation, MayStreet
`advised the Defendants that: “Our assumption under LSEG/Refinitiv is we would
`have access to these assets/capital in order to meet/exceed targets.” In response,
`Tom Luker, LSEG’s then Head of Strategic Investments, responded in the
`affirmative and LSEG provided a revised offer on December 21, 2021.
`39. In response to the demands for assurances by MayStreet’s founders
`about new content, capital, sales resources, and control, Defendants responded with
`the same false assurances. Defendants committed that MayStreet would have access
`to LSEG’s global content, LSEG would leverage its global sales network to sell
`MayStreet products, LSEG would dedicate capital to accomplish the business plan,
`and the MayStreet team would benefit from the future value creation of the earnout.
`40. In furtherance of these representations, on February 4, 2022, Mr. Rob
`Lane, LSEG’s Director of Real Time Feeds, provided Mr. Flannery with a list of
`LSEG’s data centers located throughout the world that MayStreet could access to
`co-locate its servers and reduce the time and cost associated with obtaining data at
`those sites that LSEG already receives.
`41. Plaintiff received a Series B financing offer that would have fully
`funded its new content, sales reach and revenue growth goals and allowed Plaintiff
`and MayStreet’s other co-founder, Mr. Lehr, to maintain ownership and sell at a
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`substantially higher price in the future. However, based on Defendants’ written and
`oral assurances that it would provide MayStreet with the new content and sales reach
`needed to achieve its revenue growth goals, the MayStreet team rejected the Series
`B offer. Instead, on February 10, 2022, Plaintiff entered into the Project Latitude
`Indicative Non-Binding Term Sheet with Defendant LSEG.
`42. Thereafter, Defendants and the MayStreet team continued a fulsome
`due diligence process and continued to negotiate the terms of the transaction, and
`the governing business plan over the next three months. Between February 22 and
`25, 2022, the parties met at the MayStreet and LSEG offices in New York to align
`on strategy, product opportunities, due diligence, the business plan development,
`and the post-closing integration. At these meetings, Defendants’ agents (including
`Emma Gibson, Tom Luker, and Andrew Whitaker) represented that Defendants
`could and would immediately integrate LSEG’s global content into MayStreet’s
`products and dedicate, train, and incentivize sales representatives to sell MayStreet
`products. The key takeaway from Defendants’ representations was that LSEG’s
`content would start to be integrated into MayStreet’s products on “Day 1.”
`43. In March of 2022, Defendants LSEG and Refinitiv created a “Project
`Latitude: Strategy and Product Overview” presentation for MayStreet. In this
`presentation, Defendants expressly committed to “utilising LSEGs global
`connectivity to capture
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`multi-asset venue data.” As stated in the presentation,
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`the goal was to have a “harmonized” product coverage map for low latency products,
`which included both Defendants’ existing products and MayStreet’s products.
`44. Defendants also created a per product workstream breakdown of what
`Defendants would do post-closing to generate sales growth. For the PCAP product,
`Defendants committed to training and incentivizing existing LSEG’s sales teams
`and, within the first 90 days post-acquisition, to directly reach out to “
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`tick history customers,” meet with the “top 20 current Tick Data clients,” “[e]ngage
`50 KSA [Key Strategic Accounts],” and meet “20 current RTD clients.”
`45. For the Bellport and the RTD products, Defendants committed to “hire
`sales specialists (EMEA & APAC)[,]” immediately “expand the salesforce
`geographically[,]” and to “train[] existing LSEG D&A sales and account
`management teams (incl. appropriate messaging/collateral) to sell Bellport,”
`“[e]ngage 50 KSA [Key Strategic Accounts],” and meet “20 current RTD clients.”
`46. For the Workbench product, Defendants committed to directly reach
`out to “
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`existing tick history customers” and meet with the “top 20 current Tick
`Data clients,” as well as launching a “marketing campaign to [the] broader market
`about [the] new capability,” and ingesting new data that was going into PCAP.
`47. On April 14, 2022, Mr. Lane, LSEG’s Director of Real Time Feeds,
`provided Mr. Flannery with a list of the benefits LSEG would bring to the merger,
`stating: “Just in case you’ve not seen the slide, what does LSEG bring ·A significant
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`amount of LSEG content can be leveraged by Latitude post-close (~
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`feeds); ·Removes Latitude’s existing counterparty risk and brings pedigree and trust
`needed to onboard and expand with large clients; ·Significant sales and marketing
`capabilities (existing senior level relationships with key target accounts); and
`·Significant distribution via existing Refinitiv APIs and customer footprint.”
`48. In response, Mr. Flannery confirmed to Mr. Lane that: “Thanks much,
`those 4 points are the key points, content, existing contracts, removing the risk large
`firms have with dealing with small firms, and sales/marketing machine.”
`49. As part of its diligence, Defendants and the MayStreet team also
`coordinated to contact the Securities & Exchange Commission, one of MayStreet’s
`major clients. Defendants and MayStreet worked cooperatively to draft talking
`points for the meeting. Plaintiff outlined that one of the benefits of the acquisition
`for the SEC was the “significant increase in content, and operational capabilities.”
`In response, Mr. Adam Engdahl, who served on LSEG’s strategic investment team,
`responded that they should highlight to the SEC that the merger will result in
`“enhanced benefits for our customers, including: access to LSEG’s broad suite of
`data and global footprint to enhance [MayStreet’s] value proposition[.]”
`50. On May 9, 2022, Mr. Flannery and Mr. Stuart Brown, LSEG’s then
`Group Head of Enterprise Data Solutions, conducted a call with Mr. David Saltiel,
`who served as the SEC’s Deputy Director of Trading and Markets. In that call, Mr.
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`Brown emphasized to the SEC that if the transaction closed, LSEG would provide
`MayStreet with access to its global content network. Plaintiff reasonably believed
`that if Defendants were making these representations directly to the SEC, that the
`same representations LSEG had been making to MayStreet were true.
`51. Having spent ten years building MayStreet from the ground up,
`Plaintiff and his co-founder, Mr. Lehr, agreed to sell MayStreet to Defendants based
`on Defendants’ repeated oral and written representations that they would (i) double
`MayStreet’s available feed content; and (ii) leverage LSEG’s “global sales force,”
`to substantially grow MayStreet’s revenue and deliver value to the co-founders and
`14 of their key employees who were going to continue with the LSEG post-closing.
`52. On May 17, 2022, the parties signed the Merger Agreement.
`53. On May 31, 2022, the transaction officially closed.
`54. Pursuant to the Merger Agreement, LSEG paid approximately $
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`in cash. LSEG also agreed to a substantial earnout of up to $
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`based on the
`five-year performance of the MayStreet business commencing as of the year-end
`December 31, 2024. Notably, the 19-month delay between the closing on May 31,
`2022 and the start of the first measurable earnout period in calendar year 2024, was
`specifically designed so that LSEG could add its content to MayStreet’s products
`and leverage its global sales force before the earnout period began.
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`55. The earnout is based on “ASV,” which is the equivalent of the
`annualized revenue, as well as a margin condition for years 3-5 of the earnout period,
`which takes into account total revenues less any direct costs.
`56. The earnout is payable to Plaintiff and MayStreet’s co-founder, Mr.
`Lehr, as well as 14 key employees that continued with LSEG post-closing.
`57. In discussing LSEG’s acquisition of MayStreet with analysts and
`investors on March 2, 2023, LSEG’s CEO, Mr. David Schwimmer, described
`MayStreet as a “great business” that “we can plug into our global network both in
`terms of distribution and also in terms of customer relationships.” LSEG’s then
`Chief Financial Officer, Ms. Anna Manz, added that “we should be seeing a rapid
`acceleration in top line growth as we scale them across our platform.”
`3. The Parties Jointly Agree to a Business Plan that Requires
`Defendants to Add
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`Feeds and Sell MayStreet Products
`58. Prior to closing, Defendants spent six months conducting due diligence
`and planning for the integration of the MayStreet business post-closing.
`59. In the Term Sheet, the parties agreed that the “ARR targets” for the
`earnout “will be derived from the Target’s five-year business plan jointly prepared
`by Target and Buyer and agreed to by LSEG’s CEO and CFO prior to executing