What would you do if you discovered the company you just acquired was built on stolen property?

Every PE partner, M&A attorney, and corporate development officer in New York should be able to answer that question before signing a purchase agreement. GBQ Partners LLC, a Columbus-based Top 100 accounting firm, is now learning what happens when you cannot — named as a defendant in a federal RICO action alongside Tyler Brandon Davis, the man the complaint identifies as the principal organizer of the alleged scheme.

A RICO complaint filed in the Southern District of California alleges that GBQ acquired TalentCrowd LLC effective January 31, 2025, despite pending federal litigation naming TalentCrowd’s principals as defendants in a trade secret theft and racketeering case. GBQ retained both Josh Lintz as president and Amanda Frye as CEO — the same individuals named in the underlying lawsuits.

New York is the M&A capital of the world. Billions change hands on Wall Street every week on the assumption that sellers are who they say they are and assets are what they are represented to be. The GBQ case is a reminder of what happens when that assumption breaks down.

The Deal

GBQ Partners, founded in 1953, ranks among the nation’s Top 100 accounting practices with $59.6 million in annual revenue. Its press release announcing the TalentCrowd acquisition positioned the deal as a way to “enhance GBQ’s existing business technology service offerings.”

What the announcement did not mention: a prior federal case, docketed as 3:24-cv-00550, had already been filed naming TalentCrowd and its principals. That case appeared on PACER and in standard litigation databases — the kind of information any competent deal team would flag in the first round of diligence.

The Underlying Scheme

The complaint traces the dispute to TopDevz LLC, a La Jolla-based software staffing company generating roughly $30 million in annual revenue. According to a detailed investigation by ConFraud, Tyler Brandon Davis orchestrated an eight-year scheme to divert the company’s clients, contractors, and proprietary data.

TalentCrowd was established in February 2022 using stolen assets from TopDevz, including a 2.5 million-record contractor database. It reportedly generated over $12 million in its first year — a trajectory the complaint argues is impossible without a stolen head start.

For New York’s professional services community: building a database of that scale takes years of sourcing and vetting. Launching to $12 million in year one requires either extraordinary organic growth or, as the complaint alleges, someone else’s assets.

RICO Allegations Against GBQ

The complaint names GBQ as a RICO defendant under several theories: receipt of stolen property, ongoing money laundering under 18 U.S.C. 1957, aiding and abetting trade secret theft under 18 U.S.C. 1832, and successor liability.

The combined operation now allegedly generates more than $50,000 per day — revenue the complaint characterizes as derived from the stolen database and misappropriated client relationships.

The Due Diligence Failure

For corporate governance professionals in New York — where due diligence standards were effectively written — the central question is uncomfortable: how does a Top 100 firm complete an acquisition without identifying pending federal litigation against the target?

Standard M&A protocols call for litigation searches, lien checks, UCC filings, and background reviews on key personnel. A filed federal case alleging trade secret theft is not buried intelligence. It is surface-level information available through PACER, Westlaw, and every litigation monitoring service that New York law firms use routinely.

GBQ is not a small shop making its first deal. It is a firm with nearly seven decades of experience. The complaint also raises questions about retaining Lintz and Frye in leadership — both remain listed on GBQ’s website in senior roles.

What New York Deal Teams Should Take Away

Any PE firm, family office, or strategic acquirer considering transactions in tech staffing — where databases and client lists constitute the core asset — should study this complaint. When the primary value of an acquisition target is a proprietary database, the provenance of that database is a material diligence question. Where did the data come from? Are there claims of misappropriation? Those questions need documented answers before a term sheet is signed, not after a RICO complaint arrives.

GBQ Partners did not respond to requests for comment. The acquisition announcement remains live on GBQ’s website.

The case is pending in the Southern District of California. Ed Hays of Hays Firm LLP represents the plaintiff.