They Called a Fairness Opinion “Not Prudent.” The Estate Wants $180 Million of the $222 Million Deal Back.

Editors’ Note: In March 2026, the Chapter 7 trustee for Polished.com sued former chief executive Albert Fouerti and 12 other former officers and directors in the United States Bankruptcy Court for the District of Delaware, seeking more than $200 million. At the center of the complaint is one payment: the $180 million Polished sent to Fouerti when it closed its $222 million acquisition of Appliances Connection in June 2021. The trustee says the company did not get anywhere near what it paid for. This article traces the full record behind that claim—the buyer’s origins as a $6.2 million manager-led acquisition, the June 2021 offering that funded most of the cash, the written consent that approved it, the company’s collapse into Chapter 7, and the litigation that followed—so the motions to dismiss can be judged in context. Briefing on the motions to dismiss is closed. Former chief financial officer Maria Johnson, represented by separate counsel, filed her own defense. Her arguments are not addressed in detail here.

Polished.com Inc. was a Brooklyn-headquartered online appliance retailer that began life as a St. Louis shop called Goedeker Television, founded in 1951. A manager-led acquisition platform bought it for $6.2 million in 2019, took it public, and then used it to acquire a cluster of businesses owned by Albert Fouerti for $222 million, $180 million of it in base cash. Within three years, the company’s stock had lost roughly 94% of its value.

Polished made headlines in early 2024 as operations stopped, its lender accelerated the debt, and the company disclosed an SEC investigation. By March 2024, Polished had suspended operations and filed for Chapter 7.

After the Chapter 7 filing, public attention largely moved on. The litigation did not. The bankruptcy and related court dockets have continued to develop in public view, and those filings now raise questions that deserve to be brought back to the forefront.

On March 5, 2026, George L. Miller (no relation to the author), the Chapter 7 trustee for what remains of Polished.com, sued former chief executive Albert Fouerti and 12 other former officers and directors in the United States Bankruptcy Court for the District of Delaware. The complaint asserts eight claims and seeks more than $200 million. At its center is one payment: the $180 million Polished paid on June 2, 2021, when it completed the $222 million acquisition of Fouerti’s company, Appliances Connection.

The Chapter 7 trustee alleges that Polished received nowhere near reasonably equivalent value (legal shorthand for whether the company got something roughly worth what it paid). If he can establish that allegation and the required financial condition (insolvency, unreasonably small capital, or another statutory predicate), the payment may be recoverable as a constructive fraudulent transfer—a legal theory that allows a court to claw back a payment when the company did not receive fair value in return and was financially distressed at the time. It is the estate’s central nine-figure claim. Everything else is comparatively minor.

For clarity:

• 1847 Holdings LLC (“1847 Holdings”) was the original parent
• 1847 Partners (“1847 Partners”) was the outside manager
• 1847 Goedeker Inc. (“1847 Goedeker”), the buyer, which later became Polished.com
• Appliances Connection was the private business Polished bought from Albert Fouerti

How a $6.2 million shop became the buyer

Polished.com did not begin in Brooklyn, and it was not a founder-built public company. It began with a St. Louis appliance retailer, Goedeker Television Co. (“Old Goedeker”), founded in 1951, as a brick-and-mortar dealer that later moved its catalog online.

On January 10, 2019, Roberts’s platform formed 1847 Goedeker Inc. in Delaware to buy the assets of Old Goedeker. The purchase closed on April 5, 2019. The stated price was $6.2 million—$1.5 million in cash (later adjusted), a $4.1 million note, and an earn-out of up to $0.6 million—plus, as additional consideration, 22.5% of a new holding company, 1847 Goedeker Holdco. After closing, Holdco was owned 70% by 1847 Holdings, 22.5% by the sellers, and 7.5% by a lender, Leonite Capital. 1847 Goedeker signed a management services agreement with 1847 Partners the same day. The original fee was the greater of $62,500 a quarter or 2% of adjusted net assets.

Roberts was chairman, CEO, president, and CFO of 1847 Holdings, and sole manager of 1847 Partners, the external manager that ran the platform.

What followed was a two-step separation from the parent, not a clean founder IPO.

August 4, 2020. After a forward split, 1847 Goedeker (henceforth simply “Goedeker”) listed on the NYSE American stock exchange as GOED. Goedeker sold 1,111,200 shares at $9.00 per share, for $10.0 million gross, about $9.0 million net. IPO proceeds paid down acquisition debt and funded working capital. Roberts was still chairman. 1847 Partners was still the manager. 1847 Holdings still held a controlling block.

October 23, 2020. 1847 Holdings distributed every remaining Goedeker share it owned, 3,325,000 shares. Holdings’ common shareholders received about 0.71 Goedeker shares for each Holdings share. 1847 Partners, as holder of Holdings’ allocation shares (a special class of units that entitled the manager to a share of profits beyond its flat management fee), received 664,993 shares and passed them through to its members. After that distribution, Goedeker was no longer a majority-owned subsidiary. Roberts personally held 1,375,597 shares, 22.51%. That is the block he later used, with others, to authorize the Appliances Connection stock by written consent—a procedure under Delaware law that lets shareholders approve corporate actions by signing a document instead of holding a formal meeting.

After the distribution, Goedeker was technically independent. It traded on the NYSE American under its own ticker. But the same people who had controlled it through 1847 Holdings now controlled it directly. Roberts still chaired the board. 1847 Partners continued to manage the company and collect its quarterly fee. The individuals who owned the manager—Roberts; Edward J. Tobin, its managing director and a company director; and, by then, Louis A. Bevilacqua, the company’s outside counsel—now held large personal stakes in the stock they had just distributed to themselves. What changed was the line on which the ownership appeared. What did not change was who was running the company.

August 2020. Roberts opened talks with Albert and Elie Fouerti about Appliances Connection in August 2020. Roughly ten weeks later, Goedeker signed a $222 million purchase agreement requiring $180 million in cash at closing. The agreement was signed on October 20, 2020, three days before Holdings completed the distribution of its GOED shares.

The buyer that made that commitment had been a $6.2 million 1847 acquisition 18 months earlier, had been a publicly traded stock for 11 weeks, was still being separated from its parent, and had not hired a fairness advisor to independently test the price.

The following April, it would tell stockholders that an opinion would be “expensive” and “not prudent.” The chronology is hard to ignore. Within months of the first discussions, a newly public company had committed to send $180 million in cash to the sellers without obtaining an outside assessment of whether the price was fair. That sequence should give any investor pause.

Summer 2021. Goedeker completed the acquisition on June 2, 2021. Albert joined the board at closing.  AC Gallery was acquired separately on July 29, 2021, for $1.4 million. Albert became chief executive on August 30, 2021, when the pre-merger CEO resigned.

In July 2022, Goedeker renamed itself Polished.com and adopted the ticker POL. The $222 million did not buy one company, by the way; Appliances Connection sat atop a cluster of Fouerti-owned businesses and, on paper, owned them all:

• 1 Stop Electronics Center
• Gold Coast Appliances
• Joe’s Appliances
• Superior Deals
• YF Logistics

YF Logistics ran a 200,000-square-foot warehouse in Hamilton, New Jersey, where the inventory the Chapter 7 trustee now calls overstated was held and where much of the labor conduct alleged in the complaint is said to have occurred.

Public money in, public money gone

The August 2020 IPO sold stock at $9.00 and raised about $10 million. It did not fund this deal. The cash for Appliances Connection came in June 2021: 91.1 million units at $2.25, about $205 million gross and $194.4 million net, plus a simultaneous $60 million bank term loan. The company said the equity would cover only part of the cash price.

The contract price was $222 million, later reported at about $224.7 million after a working-capital adjustment. That was not all cash and not all public equity. It mixed $180 million of base cash, 5,895,973 shares issued to the sellers and valued at $12.3 million at closing, and a working-capital cash true-up of about $32.4 million. Cash paid to the sellers, net of cash acquired, was $201.5 million.

Then the equity died in public view. By late October 2022 the stock was around $0.55, down roughly 94% from the IPO price. A reverse split papered over the pennies. In February 2024 the already-split shares fell another 58% in a single session.

The final nail came from the lender. On February 6, 2024, Bank of America delivered a formal acceleration notice. It asserted that Polished had failed to pay principal, interest, and fees due January 31, demanded immediate repayment of all outstanding obligations ($91.25 million in principal alone), imposed the default rate, terminated the lenders’ remaining commitments, and exercised its right of setoff against $1.99 million in subsidiary deposits. Polished warned that bankruptcy could follow. It suspended operations 23 days later and filed Chapter 7 on March 7.

What the Chapter 7 trustee actually alleged

The complaint tells a broader story than a single disputed payment. The Chapter 7 trustee alleges that Albert and Elie Fouerti caused Appliances Connection to inflate its apparent profitability through fraudulent business and accounting practices. Those false financials, he says, caused Polished to overpay and enabled Albert or his affiliates to collect the $180 million.

The Chapter 7 trustee also alleges that Polished’s former directors and officers knowingly facilitated, or failed to prevent, false financial reporting, fraud against customers and vendors, and violations of labor, immigration, and tax laws. According to the complaint, those failures allowed the misconduct to continue until the company collapsed into Chapter 7, causing damages exceeding $200 million.

The eight claims break into three groups:

• Against Albert and Elie: common-law fraud.
• Against Albert alone: breach of fiduciary duty and disgorgement of the $180 million as unjust enrichment.
• Against the other officers and directors: a separate fiduciary-duty claim and aiding-and-abetting counts for Albert’s alleged breaches and fraud.
• Against Albert alone: the final two claims seek to avoid the $180 million payment as a constructive fraudulent transfer under Delaware’s Uniform Fraudulent Transfer Act, invoked through Section 544 of the Bankruptcy Code (which gives a Chapter 7 trustee the power to challenge certain pre-bankruptcy transfers), and to recover it under Section 550 (which allows the Chapter 7 trustee to collect what was transferred).

The insolvency allegation is thin. It consists largely of one sentence: “At all times material hereto, Polished was insolvent or was rendered insolvent as a result of the Transfer.” And many of the allegations against the director group are pleaded collectively, without identifying who did what. Those are not minor drafting issues. They are the openings the defendants’ motions exploit.

The process case no one made

Chapter 7 trustee’s opposition is designed to keep the case alive at the pleading stage. It treats insolvency and value as questions for later, distinguishes the Eastern District securities dismissal, and asks for leave to amend if the court finds the complaint insufficient.

The opposition does note that Roberts was not independent due to his position within the 1847 structure. But it does not connect the three facts that matter most: the manager, the skipped fairness opinion, and Roberts’s own 22.5% voting block. Those belong together. They are the process case.

Start with the manager: 1847 Partners ran the buyer under a written management agreement from the day Goedeker was acquired. Roberts controlled the manager, which received $250,000 a year from Polished in 2021 and 2022 and kept collecting $62,500 a quarter through at least September 2023. No filing terminates the agreement before the March 7, 2024 petition. 1847 Partners was still the external manager, and still being paid, until the end. Section 12.1 of that agreement said the manager was an independent contractor and that nothing in the contract “shall be construed to impose on the Manager any express or implied fiduciary duties.” That sentence does not, by itself, have the effect of eliminating whatever fiduciary duties the law would otherwise impose on those individuals in favor of 1847 Partners or those imposed on 1847 Partners in favor of Goedeker. These are legal questions for the court to decide.

Roberts owned about 52% of the manager’s Class A interests and 54% of its Class B interests, the class tied to management fees. Tobin, a Goedeker director and the manager’s managing director, held roughly 38% and 36% through 1847 Founders Capital. Public filings first name Bevilacqua as an owner of 1847 Partners on February 13, 2020—approximately 9% of Class A and 10% of Class B. That is after the April 2019 Goedeker management agreement and before the October 2020 purchase agreement and the April 2021 written consent. Whether he held that interest when the original management contracts were signed is not in the public file. The alleged conflict does not depend on proving the existence of a concealed transaction fee. The people who owned the manager also owned substantial pieces of the public company and participated in approving the deal.

Then there is the fairness opinion that was never obtained. The company’s own Schedule 14C—the SEC filing that notifies stockholders of actions already approved without a shareholder meeting—told stockholders that an opinion would be “expensive” and “not prudent.” Delaware law did not require one. But its absence meant there was no independent financial advisor telling stockholders that the $222 million price was fair. On an acquisition funded largely with public money, that is relevant process evidence.

The third fact is Roberts’s stock. After the October 2020 distribution, he held 1,375,597 shares—roughly 22.5% of the company. The acquisition stock was approved by written consent on April 9, 2021. That consent was not an unaffiliated majority. Roberts, Tobin, Bevilacqua, and the lender from the 2019 buyout supplied 3,138,073 shares, or 51.35%. Bevilacqua’s block carried the consent over 50%. By that date the public record already listed Roberts, Tobin, and Bevilacqua as the owners of 1847 Partners. Same men, different capacities. 1847 Partners could disclaim fiduciary duties as a contractor. Roberts and Tobin could not shed the duties that came with the board seat. Both were directors of the public company that was sending $180 million out the door. Delaware law attached care and loyalty to that seat, not to the management contract. Bevilacqua was not a director. He was the lawyer who papered the deal, owned a piece of the manager—first disclosed on February 13, 2020—and voted the shares that approved the issuance. That is a process fact. It is not a claim that counsel owed the stockholders the same fiduciary duty a director owes. The chairman, who controlled the manager and held one of the company’s largest individual stakes, was not merely monitoring the transaction. He helped authorize it.

The caption is the strategy. The “Independent Directors and Officers” label parks Roberts, and several other officers and directors, inside a description that the company’s own December 2022 proxy had already refused to give him. That proxy said Roberts was not independent because of 1847 Partners. The brief files him anyway.

The collapse and the litigation that followed

By February 29, 2024, Polished had suspended operations and ordered mass layoffs. A later WARN Act complaint alleged that roughly 270 employees were dismissed without the notice required by federal and state law. On March 7, the company filed Chapter 7. Common stockholders did not remain in line behind the estate’s $180 million claim; their equity was already gone.

The collapse had already drawn government scrutiny. In February 2024, Polished disclosed that the SEC was investigating the December 2022 audit-committee findings and the company’s restatement. Papers filed in the Eastern District identified the matter as In the Matter of Polished.com Inc. and stated that the Department of Justice had opened a parallel inquiry.

Private litigants examined the same events. A securities class action filed in October 2022 was dismissed with prejudice (meaning it was thrown out permanently and cannot be refiled) on March 10, 2026, for failure to plead securities fraud with particularity. That ruling is important, but it does not resolve the Chapter 7 trustee’s different question: whether Polished received reasonably equivalent value for the $180 million. Three shareholder derivative actions targeting overlapping conduct were stayed or later dropped without a merits-based resolution.

Two related facts complicate the company’s effort to place the entire story on Albert. In December 2022, the same month the board announced that he was alleged to have engaged in roughly $800,000 in misconduct, Polished signed an agreement releasing its own claims against Albert arising from the investigation. And on the day the acquisition closed, company subsidiaries entered ten-year leases with entities Albert and Elie owned, including the Brooklyn headquarters. The company publicly identified Albert as the problem while remaining contractually bound to him.

Who bears Responsibility

The directors say Albert did it, the board caught him, and they removed him when the fraud was discovered. That is their story of who bears responsibility: the problem arrived with the seller and left with the seller. Albert was the seller in the June 2021 deal, which was paid for mostly in cash. The board’s own investigation, the one they now hold up as proof they were watching, did not open until long after that check, and it did not push him out until October 14, 2022. Whatever it found, it found late. What follows is my reading of that story against the public record—the $180 million, the skipped fairness opinion, the written consent that authorized the stock, and the later expense investigation they treat as the cleanup.

Take the company’s own arithmetic and pay attention to the categories.

The closing filings show $180 million in cash leaving with the seller in June 2021.

Sixteen months later the December 27, 2022 Form 8-K announced roughly $800,000 in alleged expense-related misconduct by Albert—less than half of one percent of that check—and recorded that he paid Polished $3.7 million and received a release limited to claims arising from that investigation. Those are disclosed figures, not findings of a court. They still produce a question a reader can ask without accusing anyone of a crime: why would a person who had just been paid $180 million be that careless over $800,000 in expenses?

On the face of the numbers, the smaller story does not sit easily next to the larger one. Expense reimbursement is not the purchase price, not a fairness opinion the board declined to commission, not the written consent that authorized the stock, and not the false-financials, inventory, tax, and records allegations the Chapter 7 trustee later put in the complaint.

Treating his departure as the end of the matter only works if the only problem was $800,000 in expenses.

The estate’s nine-figure claim is the June 2021 check. Using a later expense investigation as proof the board had already gotten rid of that problem asks one small, subsequent episode to stand in for the deal.

This article does not suggest that the $800,000 was invented, and it does not suggest that any named defendant staged a frame-up. It only points out that the official sequence, as the company wrote it down, reads as if a side issue were asked to close a case it cannot close. Whether that appearance is a coincidence, an incomplete investigation, or a convenient script is for the bankruptcy court to decide.

A reader of the public record is entitled to notice that the ouster-as-cure looks staged relative to the $180 million. That is just commentary, not an accusation.

The reading the caption works hardest to prevent is the structural one: a $222 million purchase with no fairness opinion, authorized by the written consent of the manager’s owners, funded largely with $194 million of public equity and a $60 million term loan.

Albert is a convenient place for it to end. He was the outsider. He took the largest check. He is gone. None of that makes him innocent. But a version of events in which the only culprit is the one man who did not sit on this board, did not own the manager, and did not approve the merger from the inside simply doesn’t seem plausible to this author.

The defenses

The directors’ defenses are in the June 8 opening brief (Doc. 29) and the August 28 reply (Doc. 43), filed by Brown Rudnick and Ice Miller for the group that includes Roberts, Milburn, Tobin, and the other directors under the “Independent Directors and Officers” label. Taken together, those papers do not defend the price. They argue the complaint never states a claim. Doc. 29, section B, pages 18–20, is titled “The Complaint Fails to Satisfy the Caremark Test”—a Delaware legal standard that asks whether directors completely failed to monitor the company or ignored obvious red flags. It treats the Chapter 7 trustee’s fiduciary-duty count as an oversight claim and says a restatement followed by bankruptcy is not enough. Doc. 43 does not repeat that heading. It argues that the Chapter 7 trustee failed to plead a breach, failed to rebut the business-judgment presumption (the legal principle that courts will not second-guess a board’s decisions if the directors acted in good faith and without conflicts), and that charter exculpation—a provision in the company’s charter shielding directors from personal liability for honest mistakes—bars care-based claims. It also seeks dismissal of the aiding-and-abetting counts and a separate off-ramp for Moore and Barry. They want dismissal with prejudice.

Albert and Elie’s defenses are in the June 8 opening brief (Doc. 18) and the August 28 reply (Doc. 45). The opening brief runs nine argument headings. The reply is twenty pages in support of that motion. It is not built on one fact. One heading is the inventory count: they say the complaint’s only specific number is an alleged 1,200-piece shortage after the merger, drawn from an anonymous former employee in the securities case, never tied to a pre-deal representation or a dollar value. The Eastern District dismissed that securities case with prejudice and declined to credit the confidential-witness inventory story. The Chapter 7 trustee plead it anyway.

The rest of the list does not depend on that count. Pre-merger fraud fails Rule 9(b)—the federal rule that requires fraud claims to identify the specific false statements, who made them, and when—they say, because the complaint does not identify a single false representation Albert or Elie made in connection with the merger, or plead pre-deal knowledge, intent, or deal-specific damage. Unjust enrichment against Albert falls with that fraud claim.

Post-merger fraud, they say, is a stockholder injury the Chapter 7 trustee lacks standing to bring. A December 21, 2022 settlement released Albert from claims “related to the Audit Committee Investigation.” Fiduciary duties, they argue, began only when they became officers after closing and ended when they left—October 2022 for Elie, December 2022 for Albert. Elie’s aiding-and-abetting counts are even thinner: the specific allegations against him are an inventory manager’s unused recommendations, alleged document alterations, his resignation, and personal expenses.

On the $180 million transfer, they split the constructive-fraudulent-transfer claim. Insolvency is one conclusory sentence, and the company’s SEC filings, they say, contradict insolvency at or because of the June 2021 closing after a public raise of about $194 million. Even if insolvency were pleaded, the complaint does not plead the absence of reasonably equivalent value. The Section 544 count also fails, they say, for want of a triggering creditor. They want dismissal with prejudice. Amendment is futile: the Chapter 7 trustee already had the securities case record and still cannot plead insolvency, value, a merger representation, or a duty at the relevant time.

Those are pleading arguments. The defendants do not have to try the case now; they have to show that the complaint, as written, fails to state viable claims. Briefing is closed. Judge Horan has the papers.

What actually decides it

Two questions carry the case at the pleading stage—the point at which the judge decides, based only on the written complaint taken at face value, whether the case should proceed at all. No evidence has been presented yet. The motions try to keep the court from reaching them.

The first is insolvency. The Chapter 7 trustee must connect the June 2021 transfer to a statutory financial condition, not rely on the March 2024 petition.

The second is value. The Chapter 7 trustee must plead a basis for saying the $180 million cash was not reasonably equivalent value for what Polished received. The materials are the restatement, the inventory allegations, the investigation findings, and the board’s own statement that a fairness opinion was “not prudent.” Delaware constructive-fraud cases often survive on less than a full valuation model. They do not survive on “we overpaid” alone.

If you ask me, the estate has enough to avoid a complete dismissal, although the result should not be the same for every defendant. Elie has the strongest path out: the complaint does not identify his own pre-transaction false statement or place him on the buyer’s board.

The $180 million payment may be sufficient to keep Albert in the case at the pleading stage. The transfer is identified by date, amount, and recipient. The December 2022 release covers claims related to the audit committee investigation, but it did not include every post-merger claim and does not necessarily address the Chapter 7 trustee’s separate effort under Section 544.

Insolvency is the weak joint. The complaint offers few supporting financial facts, and the company had just received $194.4 million. Judge Horan could dismiss the constructive-transfer count on that ground while allowing fraud or unjust-enrichment theories to proceed.

The director group splits. The complaint never pleaded 1847 Partners, the written consent, the skipped fairness opinion, or Roberts’s 22.5% block. What it pleaded is that the directors failed to stop Albert. That is how most of the group gets out. Roberts is the exception. He opened the talks, sat as executive chairman from the 2019 buyout through the petition, and is not an outside monitor of a deal he negotiated. Tobin sat on that same board while owning the manager. The Section 12.1 disclaimer, as discussed above, begs the question.

Those omissions cut both ways. For the directors, they bear on loyalty and business judgment. For Albert, they cut the other way: he was not a member of 1847 Partners, was not on the board, and did not vote on the April 2021 consent. He was the seller. The process defects belong to the men who ran the buyer. The check still must be defended by the man who cashed it.

If enough of the case survives to reach discovery, three questions become important—none answerable from the public record. Each one sits alongside the fact that the board never conducted an independent test of the $222 million price.

The first is what was actually said before the deal. The complaint does not show what passed among Moore, Roberts, Albert, and Elie about Appliances Connection’s numbers, or when each of them learned that those numbers were inflated. If the men who approved the price knew the financials were wrong, that is the fraud and the loyalty case together. It also does not show who, if anyone, asked for a fairness opinion, who decided it was “not prudent,” and what number they were looking at when they said that.

The second is what happened to the $180 million after closing. The public filings show the payment but not the ultimate disposition of every dollar. If discovery establishes that someone on the buyer side knew the price was inflated, tracing the proceeds becomes relevant. That question can be answered only through financial records and sworn testimony. A banker never signed off on that cash as reasonably equivalent value. Discovery is where that test would have to happen now.

The third is how 1847 Partners was paid, and what that rewarded. The management agreement carries no acquisition fee and no cut of the purchase price. But the fee formula (the greater of $62,500 a quarter or 2% of adjusted net assets) rewards a manager for enlarging the balance sheet, whether or not a deal creates value for shareholders. That incentive does not substitute for a fairness opinion. It runs the other way: a larger deal raises the asset base the fee is tied to, regardless of whether the price was fair.

Why the fairness opinion mattered

A fairness opinion is not a second price and it is not a court ruling. It is an outside expert’s written view that the consideration is fair to the stockholders. The expert does not audit the target. It tests the number the board is about to approve—comparable transactions, cash-flow valuations, what similar deals paid—and puts that test in front of the directors before the money moves. Delaware does not require one, but boards often obtain them, and boards of public companies commonly do. Here, there was no special committee, no stockholder meeting, and no banker on the price. The 14C’s answer was that an opinion would be expensive and not prudent. That is the process fact the estate is now trying to price after the fact.

Editors’ Note: The Polished saga is not an isolated one. There are plenty of situations like the one described here. And situations like this have cousins in the form of finfluencers, Facebook promotions (pro tip: always a bad idea), ‘bad’ reverse mergers, and the direct-listing trap (to name a few). The securities laws put in place nearly 100 years ago to protect the ‘small guy’ from a lack of information, disinformation, and outright fraud are still mostly on the books. As we predicted in 2014, however, the JOBS Act opened a brand-new door for this sort of activity. Unfortunately, little to no government action has yet been taken to put a lock on that door.

Author’s Note: I am not a disinterested party. I previously had a legal conflict with 1847 Holdings—Polished’s original parent—and its principal, Ellery Roberts, with some related matters still pending as I write this. My conflict is with them, not Polished. Losses I suffered as an 1847 Holdings investor led me to follow these matters. I have tried to separate that history from my analysis. The facts are drawn from SEC filings, court records, and my firsthand knowledge; the opinions and conclusions are my own.

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Sources

Securities filings link to the issuer’s EDGAR page (1847 Goedeker Inc. / Polished.com Inc., CIK 0001810140; 1847 Holdings LLC, CIK 0001599407); court records link to the public docket or clearinghouse page. Retrieved August 2026.

SECURITIES FILINGS · SEC EDGAR

• 1847 Goedeker Inc., Schedule 14C (Apr. 22, 2021): $222 million price, $180 million cash, no fairness opinion; April 9, 2021 written consent of 3,138,073 shares (51.35 percent); Roberts’s post-distribution block.
• 1847 Holdings LLC, Form 8-K (Oct. 29, 2020) and Form 8-K/A (Jan. 8, 2021): October 23, 2020 distribution of 3,325,000 GOED shares; Roberts received 1,375,597 shares, 22.51 percent.
• 1847 Goedeker Inc. IPO closing release (Aug. 4, 2020): $10.0 million gross at $9.00.
• 1847 Goedeker Inc. press release (June 2, 2021): $205 million public offering, $70 million credit facility, $60 million term loan used to fund part of the cash purchase price.
• 1847 Goedeker Inc., Form 8-K (June 3, 2021): acquisition closed; $222 million aggregate price; $180 million cash; stock consideration.
• 1847 Holdings filings on the April 5, 2019 Goedeker asset purchase: at $6.2 million.
• com Inc., Schedule 14A (Dec. 19, 2022): Roberts not independent because of 1847 Partners.
• com Inc., Form 10-K for 2022 (filed July 31, 2023): $250,000 annual management fee; $194.4 million net offering; $201.5 million cash to sellers.
• com Inc., Form 10-Q for the quarter ended September 30, 2023 (filed Nov. 20, 2023): $62,500 quarterly management fee still expensed ($0.06 million in Q3; $0.18 million for nine months). No later filing terminates the management services agreement before the March 7, 2024 petition.
• Management Services Agreement dated Apr. 5, 2019 (1847 Goedeker Inc. and 1847 Partners LLC): quarterly fee the greater of $62,500 or 2% of adjusted net assets, capped at $250,000/year and reset to a flat $62,500/quarter at the IPO; no acquisition, transaction, or success fee; Section 12.1 (“Obligation of Good Faith; No Fiduciary Duties”) states the Manager is an independent contractor and that nothing in the agreement shall be construed to impose on the Manager any express or implied fiduciary duties.
• 1847 Holdings LLC / 1847 Partners LLC ownership disclosures: Ellery W. Roberts approximately 52 percent of Class A and 54 percent of Class B; Edward J. Tobin (through 1847 Founders Capital LLC) approximately 38 percent and 36 percent; Louis A. Bevilacqua, managing member of Bevilacqua PLLC, approximately 9 percent and 10 percent, first named in that ownership paragraph in the February 13, 2020 Form 424B3 prospectus.
• 1847 Holdings LLC, Prospectus, Form 424B3 (Feb. 13, 2020): first public disclosure that Louis A. Bevilacqua owned approximately 9 percent of 1847 Partners Class A Member LLC and 10 percent of 1847 Partners Class B Member LLC. https://www.sec.gov/Archives/edgar/data/1599407/000121390020003508/f424b3021320_1847holdings.htm
• com Inc., Form 8-K / S-1 (Feb. 13, 2024): SEC investigation and subpoenas.
• com Inc., Form 8-K (Feb. 12, 2024): Bank of America acceleration notice; $91.25 million outstanding principal; default rate; termination of commitments; and $1,989,754.83 setoff.
• com Inc., Form 8-K (Dec. 27, 2022): settlement and cooperation agreement; Albert Fouerti paid $3.7 million; board announcement of approximately $800,000 in alleged expense-related misconduct.
• 1847 Goedeker Inc., Form 8-K (Aug. 30, 2021): separation agreement paying the pre-merger chief executive one year of his $650,000 base salary as severance through Aug. 31, 2022.
• 1847 Goedeker Inc., Schedule 14A (Nov. 18, 2021): ten-year related-party leases with entities owned by Albert and Elie Fouerti, including the 1870 Bath Avenue

COURT RECORDS

• In re Polished.com Inc., No. 24-10353 (TMH) (Bankr. D. Del. filed Mar. 7, 2024).
• Miller v. Fouerti, Adv. No. 26-50213 (TMH): Doc. 1 (complaint, filed Mar. 5, 2026), Docs. 18, 29, 42, and 43 (director-group reply, Aug. 28, 2026), and Doc. 45 (Albert and Elie Fouerti reply, Aug. 28, 2026).
• Zeeshan v. Polished.com, Adv. No. 24-50040 (TMH): WARN Act layoffs on or about Feb. 29, 2024.
• Maschhoff v. Polished.com Inc. f/k/a 1847 Goedeker Inc., No. 1:22-cv-06606 (E.D.N.Y.): securities class action; second amended complaint dismissed with prejudice March 10, 2026.
• Wong v. Moore, No. 1:23-cv-00559 (E.D.N.Y.), and Gossett v. Moore, No. 1:23-cv-01168 (E.D.N.Y.): shareholder derivative actions; Wong voluntarily dismissed 2026 without prejudice.
• Dong v. Moore, Index No. 528769/2023 (Sup. Ct. Kings County): shareholder derivative action naming the board and 1847 Partners.