Gron Ventures and Red Tech Obtain $61.5 Million Arbitration Award Against Berner’s Cookies for Fraud, Intentional Interference and Breach of Contract
Arbitrator rules Cookies’ Series A financing was a “sham,” sanctions Cookies for “wiping” evidence, rejects all of
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NEWPORT BEACH, Calif., Sept. 09, 2026 (GLOBE NEWSWIRE) — Gron Ventures today announced an arbitrator has ruled in a just-issued Final Arbitration Award that Cookies Creative Consulting & Promotions (“Cookies”) committed fraud against two of its own investors, and has ordered the company to pay more than $61.5 million in damages, attorneys’ fees and costs.
The investors, Red Tech Holdings, LLC (Red Tech) and Gron Ventures Fund I, LP (Gron), put $10 million and $5.5 million, respectively, into Cookies back in 2019 and 2020, in exchange for convertible promissory notes from the company. Not long after, Red Tech and Gron noticed that Cookies founder Gilbert “Berner” Milam and company president Parker Berling were directing Cookies business and opportunities to themselves and to companies they controlled or in which they held an interest.
Gron and Red Tech asked Cookies’ board to bring in an impartial outside investigator to look into these issues, but the board – which was controlled by Berner and Berling – categorically rejected the requested independent investigation. Instead, Cookies pushed through a “Series A” deal that purported to wipe out Red Tech’s stake in Cookies entirely and to convert Gron’s note into a crammed-down ownership interest in Cookies.
Cookies’ conduct forced Red Tech and Gron to initiate arbitration. Berner fired back publicly, calling them “shark” investors who were supposedly trying to steal his company. Cookies went further, accusing Red Tech and Gron of being “predatory” lenders running a “malicious and systematic” scheme to seize control of the company – and countersued for more than $60 million.
Four years later, the arbitrator ruled in favor of Red Tech and Gron on their claims and rejected all of Cookies’ counterclaims. Retired Orange County Superior Judge Gail Andler, acting as arbitrator through the American Arbitration Association, found in favor of Red Tech and Gron on their claims, including:
- Fraud: The arbitrator found that Cookies and Berling personally defrauded Red Tech and Gron by causing the cancellation of a deal that would have paid Gron and Red Tech $57 million for their Cookies stakes and then engineering a “sham” Series A to erase Gron and Red Tech’s rights. In addition, the arbitrator found, as part of that “sham” Series A, Cookies issued Series A stock, for which no payment was made, to an entity affiliated with 12/12 Ventures, a fund managed by Matt Barron and co-founded by Milam and Berling, who also serve as its general partners.
- Securities Fraud: The arbitrator found Berling personally engaged in and was liable for securities fraud by inducing Gron and Red Tech to invest in Cookies through false statements and material omissions.
- Interference with Contract: The arbitrator found Berling personally liable for intentional interference, having caused the cancellation of the $57 million buyout of Gron and Red Tech’s Cookies stakes.
- Breaches of Contract: The arbitrator found that Cookies breached the parties’ agreements by engaging in a series of undisclosed related-party transactions that directed Cookies’ business to affiliated entities. The arbitrator also found that they breached the parties’ contracts concerning the terminated $57 million buyout agreement and the “sham” Series A.
In addition, a forensic review found Cookies and Berling withheld documents and used “wiping software” to delete files from Berling’s computer – after they were legally required to preserve them – and Judge Andler imposed significant monetary and evidentiary sanctions for that discovery misconduct.
Over four years, Berner and Berling maintained publicly that they were the parties in the right and that the investors had wrongfully accused them in order to take control of Cookies. After hearings held over more than two dozen days, the arbitrator ruled in favor of Red Tech and Gron. The arbitrator found that Cookies and Berling committed fraud and that Cookies engaged in undisclosed self-dealing transactions, as detailed above.
Berner has since quit as Cookies CEO and board member and moved to his own entity, Cookies SF — from which he is now suing Cookies seeking to take control of Cookies’ intellectual property and trademarks. Cookies board member Matt Barron of 12/12 Ventures has also stepped down. That leaves Berling — whom the arbitrator found liable of fraud and securities fraud — as Cookies’ president and only remaining director. As of the date of this release, Cookies has not replaced the resigned board members or announced changes to Berling’s role following the arbitrator’s findings against him.
Claimants Gron Ventures and Red Tech were represented by Richard Howell, Proud Usahacharoenporn and Gerard Mooney of Rutan & Tucker LLP.
Respondents Cookies, Berling, and Milam were represented by William Dugan, James Ward, and Kalli McCoy of Baker & McKenzie LLP.
About Gron Ventures
Gron Ventures is a long-term investment partner to founders building businesses in frontier industries. We back differentiated companies with durable advantages, supporting them as they navigate complex markets and define emerging categories.
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