The complaint alleges that the offering materials for the Merger and related communications misrepresented and omitted material information concerning defendants’ attestations to make reasonable best efforts to obtain authorizations and consents from regulatory authorities in connection with the Merger, as well as defendants’ compliance with applicable laws, the absence of governmental investigations, and the possession of and compliance with licenses and permits necessary for the conduct of business. The complaint alleges that, in truth, at the time of the Merger, defendants surreptitiously hired a lobbyist, lawyer, and ally of President Donald Trump to obtain inside access to and backchannel high-level Department of Justice (“DOJ”) officials to circumvent the standard merger review process and extinguish opposition to the Merger from certain individuals within the DOJ. As the complaint alleges, these undisclosed practices contradicted and undermined defendants’ attestations of “reasonable best efforts” to obtain regulatory approval and purported “compliance with applicable laws,” allowing the Merger to close despite the harm to industry competition as a result of the Merger’s anticompetitive effect.
Ultimately, members of Congress sought information regarding the DOJ’s review of the Merger and criticized the “deeply disturbing” “fact pattern” preceding its approval, while the New York State Attorney General initiated an antitrust investigation regarding the Merger. The trading price of Compass common stock has suffered severe declines since the close of the Merger, and at the commencement of this action, Compass shares closed at $9.19 per share—a decline of over 28% from the approximately $12.84 share price on the exchange date for the Merger. Accordingly, the action seeks to recover damages for former Anywhere shareholders who acquired Compass stock in the Merger and sustained harm as a result.
