The M&A Non-Disparagement Clause That Backfired on a Buyer

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · Jul 7, 2026 · 7m · transcript

We dissect a 2022 deal where a private equity buyer inserted a standard non-disparagement clause into the purchase agreement for a $140 million niche software company. After the seller closed and joined a competitor, the buyer sued for disparagement over a single LinkedIn post. The case — Doe v. Roe Corp — never went to trial because the arbitrator ruled the clause was unenforceable as written under California Civil Code Section 1668. We walk through the clause language, the post that triggered the lawsuit, and why buyers are now rethinking boilerplate non-disparagement provisions. Lucas and…