Fidelis CyberSecurity
v. Partner One Capital &
Daniel G. Charron

I. The Parties

Fidelis CyberSecurity, Inc.

Plaintiff

A Bethesda, Maryland cybersecurity company providing fully-integrated IT data, asset, and services defense technology. Its clients included commercial enterprises and U.S. government agencies. Led by President Shrikar Kasturi at the time of the lawsuit.

Partner One Capital, Inc.

Defendant

A Quebec-based investment and acquisition firm, financially backed by Fonds de solidarité FTQ, a major Quebec labor-sponsored investment fund. PartnerOne entered binding negotiations to acquire Fidelis' business before allegedly walking away and re-acquiring assets in foreclosure.

Daniel G. Charron

Defendant — CEO, Partner One Capital

Named personally as a defendant. Fidelis alleges that Charron directed and orchestrated PartnerOne's alleged scheme to manipulate acquisition negotiations and leverage inside knowledge gained during due diligence.

Fonds de solidarité FTQ

Financial Backer (Background)

A major Quebec labor-sponsored investment fund that provided financial backing to Partner One Capital. Named as context in the suit given its role in funding the alleged scheme through PartnerOne.

II. Background & Context

Fidelis CyberSecurity was a recognized player in the U.S. cybersecurity industry, delivering advanced threat detection and defense solutions to both government and enterprise customers. Facing financial pressure, the company entered into acquisition negotiations with Partner One Capital, which presented itself as a suitable long-term custodian for Fidelis' technology, customers, employees, and vendor relationships.

The two parties executed a binding acquisition agreement (the "Agreement"), and in connection with that process, PartnerOne was granted access to highly sensitive confidential information — including detailed financial records, customer data, technology assets, employee information, and proprietary business intelligence — under the protection of a formal non-disclosure and confidentiality agreement.

This due diligence access was intended solely to allow PartnerOne to evaluate the business in good faith ahead of a scheduled closing — not to position the company for a competing bid.

III. Core Allegations

Fidelis' complaint sets forth the following central allegations against PartnerOne and Charron:

• Fraudulent Misrepresentation: PartnerOne and Charron allegedly never intended to consummate the acquisition on the agreed terms. They misrepresented their intent to close in order to obtain unfettered access to Fidelis' most sensitive internal information.
• Breach of Contract: PartnerOne abruptly terminated the binding Agreement just days before the scheduled closing date, in direct violation of its contractual obligations, according to the complaint.
• Bad Faith Dealing: Fidelis alleges that the abrupt termination was not a legitimate business decision but a deliberate act designed to force the company into financial distress, trigger a lender foreclosure on its assets, and create a new opportunity to acquire those same assets at a deeply discounted price.
• Misuse of Confidential Information: Armed with all due diligence materials and inside knowledge of Fidelis' operations, finances, and liabilities, PartnerOne allegedly used that information to structure a targeted foreclosure bid — purchasing Fidelis' core assets for approximately 25 cents on the dollar compared to the originally agreed acquisition price.
• Selective Asset Acquisition / Cherry-Picking: During the foreclosure process, PartnerOne allegedly exploited its position to selectively acquire only the most desirable assets and employees, while leaving behind significant liabilities — including unpaid wages, vendor obligations, and lease commitments.

IV. Harm Alleged

The complaint details significant real-world harm flowing from the defendants' alleged conduct:

Employee Impact: When PartnerOne acquired Fidelis' assets through foreclosure, it selectively transferred only certain employees, leaving a substantial number stranded without employment. Those employees left behind also faced non-payment of wages and benefits owed to them.

Vendor & Contractor Harm: Numerous vendors and business partners who had provided goods and services to Fidelis were left unpaid, having no recourse once the company's assets were swept up in the foreclosure.

Landlord Losses: Building landlords were similarly left without payment of amounts owed under Fidelis' lease agreements, as those obligations were not assumed by PartnerOne in the selective foreclosure acquisition.

Corporate Destruction: The complaint alleges that PartnerOne's bad faith conduct directly caused the lender to foreclose on Fidelis, effectively destroying the company as a going concern and depriving shareholders, employees, and creditors of the value that would have been realized in a properly completed acquisition.

V. Legal Claims Filed

As filed in the U.S. District Court for the District of Maryland (Greenbelt Division), the complaint asserts three primary causes of action:

• Fraud: That PartnerOne and Charron intentionally deceived Fidelis into disclosing confidential information under false pretenses, with no genuine intent to close the agreed transaction.
• Breach of Contract: That the defendants materially breached the binding acquisition agreement by terminating it without justification mere days before the scheduled closing.
• Bad Faith & Unfair Dealing: That the defendants violated the implied covenant of good faith and fair dealing inherent in every commercial contract under applicable law.

Fidelis seeks both compensatory damages — to recover the lost value of the business and the harm caused to stakeholders — and punitive damages, reflecting the allegedly intentional and fraudulent nature of the defendants' conduct.

VI. Timeline of Key Events

VII. Significance & Context

This lawsuit highlights the vulnerabilities that arise in M&A transactions when prospective acquirers gain access to sensitive due diligence materials. Fidelis' allegations — if proven — describe a troubling pattern in which a buyer uses the trust-based access of a negotiated acquisition process as a vehicle for gaining competitive intelligence, then exits the deal and re-acquires the same assets at a fraction of the price through a forced foreclosure.

The case raises important questions about the enforceability of binding acquisition agreements, the scope of remedies available when a buyer walks away in bad faith, and the legal consequences of misusing confidential information obtained under a non-disclosure agreement in a commercial transaction.

The involvement of Fonds de solidarité FTQ — a major Quebec labor-sponsored investment fund — as PartnerOne's financial backer adds a cross-border dimension to the dispute, with implications for U.S.-Canadian business relationships in the technology sector.

For Fidelis' former employees, vendors, and other affected parties, the lawsuit represents not just a legal claim, but an effort to seek accountability for what Fidelis describes as a calculated scheme that upended the livelihoods of many.

VIII. Current Case Status

The case is currently in the active discovery phase in the U.S. District Court for the District of Maryland. Following Judge Brendan Abell Hurson's February 2024 denial of the defendants' motion to dismiss, the litigation has moved forward and both parties are engaged in the formal exchange of evidence.

Depositions of key witnesses and principals are scheduled to take place over the next 90 days, a process that Fidelis and its counsel maintain will bring further facts to light. The plaintiff has consistently expressed confidence that the discovery process will bear out the core allegations set forth in the complaint — that Partner One Capital and Daniel G. Charron exploited confidential due diligence access to acquire Fidelis' assets at a deeply discounted price through a deliberately engineered foreclosure.

The case remains pending before the District of Maryland. No trial date has been publicly announced at this time. Updates will be reflected on this page as the litigation progresses.

IX. Primary Court Documents

The following are the primary federal court filings in this case, publicly available via Internet Archive's RECAP federal court document collection and Justia. All documents are filed under Case No. 8:23-cv-02196, U.S. District Court, District of Maryland.