United Capital Financial Advisors has revived its lawsuit against independent broker-dealer Osaic, filing an amended complaint that recasts the case as one involving the misuse of confidential acquisition materials rather than simply the poaching of a team of advisors.
The amended complaint, filed Thursday in Delaware Superior Court, comes after Judge Sheldon Rennie in June dismissed United Capital’s original complaint, finding that many of its allegations relied too heavily on assertions made “upon information and belief” and left the court “grasping for factual handholds.”
The amended complaint claims that Osaic misused confidential information it obtained while bidding to acquire the business from Goldman Sachs before Creative Planning ultimately won the auction in 2023.
Osaic allegedly received access during the due diligence process to confidential documents detailing office-level financial performance, advisor compensation and employment agreements that outlined advisors’ non-compete, non-solicitation and confidentiality obligations. It used that information to identify and recruit key advisors after learning it had lost the acquisition, according to the amended complaint.
An Osaic spokesperson did not immediately respond to a request for comment.
The amended complaint alleges that after losing the bid for United Capital, Osaic immediately turned its attention to recruiting the firm’s Fort Lauderdale office, led by Neal Slafsky. Osaic enlisted Slafsky and six other employees to orchestrate the transfer of clients and confidential information.
United Capital alleged that Slafsky and two other advisors were contractually required to provide at least 90 days’ notice before resigning, refrain from competing with the firm or soliciting clients and employees for six months after their notice dates and maintain the confidentiality of client and business information. Despite those obligations, Osaic “sought to capitalize on the confidential information it obtained as a prospective buyer to poach United’s employees, clients, and confidential information,” according to the amended complaint.
Osaic allegedly also specifically requested copies of advisor employment agreements, asked Goldman to explain its non-compete and non-solicitation provisions and participated in meetings focused on advisor compensation and office leadership, according to the complaint. Goldman allegedly provided Osaic that information during its due diligence and gave the broker-dealer knowledge of the contractual restrictions that later became central to the dispute, United Capital wrote.
The amended complaint also alleges Goldman warned Slafsky that attending further meetings with Osaic would violate his employment agreements. Goldman also allegedly notified Osaic that it was improperly soliciting employees covered by restrictive covenants and violating the confidentiality agreement governing the acquisition process, according to United Capital.
United Capital continues to seek damages stemming from the departures, alleging clients representing roughly $237 million in assets under management ultimately transferred their business to Osaic.
Facts Only
* United Capital Financial Advisors revived a lawsuit against Osaic with an amended complaint.
* The amended complaint alleges misuse of confidential acquisition materials instead of simple team poaching.
* The original complaint was dismissed by Judge Sheldon Rennie in June due to reliance on assertions made "upon information and belief."
* Osaic allegedly obtained confidential documents during the due diligence process for an acquisition from Goldman Sachs before Creative Planning won in 2023.
* Confidential documents reportedly detailed office-level financial performance, advisor compensation, and employment agreements outlining non-compete and confidentiality obligations.
* Osaic allegedly used this information to identify and recruit key advisors after learning of the loss.
* Osaic allegedly recruited Neal Slafsky and six other employees from the Fort Lauderdale office.
* Departing advisors were contractually required to provide 90 days' notice and maintain confidentiality for six months post-resignation.
* United Capital alleges Osaic sought to capitalize on confidential information to poach employees, clients, and information.
* Osaic allegedly requested employment agreements and explanations of non-compete provisions from Goldman Sachs during due diligence.
* Goldman allegedly provided Osaic with knowledge of contractual restrictions regarding solicitation and confidentiality.
* United Capital seeks damages related to departures, alleging clients representing roughly $237 million in assets under management transferred business to Osaic.
Executive Summary
United Capital Financial Advisors has refiled a lawsuit against independent broker-dealer Osaic, amending the complaint to focus on the misuse of confidential acquisition materials rather than simple poaching of advisors. The amended filing is based on allegations that Osaic gained access to confidential documents during the due diligence process for an acquisition from Goldman Sachs before Creative Planning won the auction in 2023. These documents reportedly contained details on financial performance, advisor compensation, and contractual obligations like non-compete clauses.
The complaint alleges that Osaic used this acquired information to recruit key advisors, specifically targeting the Fort Lauderdale office led by Neal Slafsky and six other employees immediately after losing the bid for United Capital. United Capital claims these departing advisors were contractually bound by restrictive covenants requiring 90 days' notice and confidentiality obligations. Furthermore, the complaint suggests that Osaic sought out this sensitive information directly from Goldman Sachs regarding employment agreements and non-compete provisions during the due diligence phase. United Capital continues to seek damages, alleging that clients representing approximately $237 million in assets under management transferred their business to Osaic.
Full Take
The narrative shifts the focus from mere employment competition to the potential leveraging of privileged information obtained during a high-stakes transaction. The core tension lies between the right of an entity (Osaic) to conduct due diligence and the fiduciary or contractual obligations established by the parties involved (Goldman Sachs, United Capital). The repeated allegations concerning specific requests made to Goldman regarding non-compete terms suggest a complex interaction where information shared during a transactional process was repurposed post-failure.
This pattern suggests a systemic vulnerability: when proprietary data is shared in the context of an acquisition, the mechanisms designed to protect that data—contractual restrictions and confidentiality agreements—can be circumvented or exploited by a competing party focused purely on competitive advantage. The complexity arises from navigating the legal distinction between standard solicitation and the misuse of confidential transactional materials. The focus on specific figures, such as $237 million in assets under management, grounds the abstract conflict in quantifiable harm, suggesting that the implications extend beyond internal disputes to measurable financial consequences for clients.
The unstated implication concerns the boundary between legitimate competitive information gathering and actionable misuse against established contractual norms. A central question becomes: when is access granted during due diligence a temporary privilege versus a source of exploitable leverage? How do legal frameworks account for actions taken by one party using information gathered under another's consent in a highly regulated environment, especially when the ultimate outcome (the auction result) shifts? Further inquiry is needed into the specific enforceability and scope of the non-compete clauses when layered with the alleged dissemination of transactional data.
Sentinel — Human
This analysis appears to be a direct recounting or synthesis of detailed legal filings, exhibiting the density and specific focus characteristic of human-written reporting on litigation matters.