A Sheppard Business Trial team delivered a third, consecutive win for client Octo (an IBM company) after a Delaware Superior and Chancery Court ruled that Octo has properly repurchased former executive Arvinder Kakar’s equity in the company after he breached his obligation not to disparage the company. The court also found that Kakar engaged in disturbing misconduct and violated his duties to the company.
Kakar sued Octo in multiple jurisdictions after Octo acquired Kakar’s technology services firm Sevatec in November 2020. Although Kakar joined the combined company as a senior executive and board member, the parties’ relationship soured when Kakar engaged in self-dealing and abusive conduct while abdicating his roles and responsibilities. After Kakar was put on notice that he was subject to termination for cause, he filed multiple complaints against Octo and its board, including in Delaware Superior Court, seeking tens of millions of dollars in earnout payments and other damages. Octo counterclaimed in Delaware Superior Court claiming Kakar breached his employment obligations and engaged in executive misconduct.
After Octo later exercised its contractual right to repurchase Kakar’s membership interests because he violated his obligation not to disparage Octo and its executives, Kakar initiated another lawsuit in Delaware Chancery Court. He sought over $70 million for his shares and equitable relief based on the theory that the repurchase violated the litigation privilege and was otherwise void.
Following a trial involving 11 witnesses and hundreds of exhibits, the Court ruled in favor of Octo, finding it properly repurchased Kakar’s shares. The Court further held Kakar was not entitled to any earnout payments, that he had breached his employment agreement and that he also had to pay Octo its fees and costs, because he, among other things, failed to “ac[t] like a Vice Chair in a businesslike or efficient manner” and engaged in a pattern of disturbing misconduct.
Evidence of the misconduct included Kakar accusing the chair of Octo’s board of having a “deceitful and dishonest” nature, giving him and Octo’s CEO a “double middle finger gesture” at a coffee shop as he “peel[ed] away in his Ferrari,” and threatened to “punch [the Chair] in the face.” The Court also rejected Kakar’s “best evidence” he offered in support of his claims, concluding instead he “failed to prove” his core claims and $100 million in damages.
This is the third victory Sheppard has achieved for Octo against Kakar. In 2023, a court ruled against Kakar in a host of contract, fiduciary, tort and real estate claims arising out of Kakar’s removal from the Octo. In 2025, a court in Northern Virginia rejected Kakar’s defamation claim’s brought against Octo’s chief executive officer.
Paul Werner, Octo’s lead trial counsel, said “Our team is thankful for the closure the Court’s thorough and well-reasoned opinion finally brings our clients by vindicating their rights to redress the harm Kakar’s outrageous misconduct caused the company and rejecting Kakar’s litany of far-flung and baseless theories.”
In addition to Werner, the Sheppard trial team included Imad Matini, Hannah Wigger, Michael Koltonyuk, Maria-Laura Coltre, Kathryn Ryan, Angelo Pavone and trial pro Maggie Mollett.
Read the court’s ruling here.