Compass and multiple top executives are facing a class-action lawsuit from an Anywhere stockholder focused on the merger between the two companies, with the plaintiff claiming that back-channel efforts to get the deal approved created risk for the company and misled investors.
Filed late last week in federal court in New York City, the lawsuit is seeking class-action status, claiming that Compass “misrepresented material facts” based on its reported use of a high-profile lobbyist to circumvent antitrust scrutiny of the deal.
“Unbeknownst to Plaintiff and other Anywhere shareholders who received Compass stock in the merger, these surreptitious backchannel efforts contradicted and undermined Defendants’ attestations of ‘reasonable best efforts’ to obtain regulatory approval and purported ‘compliance with applicable laws,’” the lawsuit argues.
The lawsuit also names numerous Compass and Anywhere executives, including Compass International Holdings CEO Robert Reffkin and former Anywhere CEO Ryan Schneider.
A Compass spokesperson told RISMedia that “(t)hese allegations are without merit” and promised to “defend against these claims.”
The lawsuit follows a steady drumbeat of outside scrutiny on Compass and its efforts to reshape real estate over the last two years. As the mega-brokerage has moved at lightning pace to strike new deals and build market share, pushback has largely come from within the industry, though the new lawsuit points to letters from prominent federal lawmakers and a state-level antitrust investigation as evidence that Compass played fast and loose with the Anywhere merger.
The lawsuit claims that a significant drop in Compass’s valuation after “partial disclosure” of these risks caused “substantial losses” for the plaintiff and other Anywhere stockholders. They are seeking a jury trial and unspecified damages.
The background
Back in early 2025, shortly after Compass closed the deal for Anywhere well ahead of schedule, multiple media outlets reported that Compass had hired Mike Davis, a controversial figure with close ties to the Trump administration, to get the deal approved.
According to those reports, the Antitrust Division at the Department of Justice (DOJ) planned to delay approval of the deal as it sought more information from the parties of what would become the largest real estate brokerage in the country. The merger was quickly approved despite these concerns, however, and the head of the DOJ’s Antitrust Division resigned a month later.
Senator Elizabeth Warren, along with a handful of Democrats in Congress, penned a letter to then-Attorney General Pam Bondi highlighting these reports and demanding information on how the merger came together.
The lawsuit also referenced a state-level inquiry in New York, with RISMedia confirming that law enforcement had reached out to brokers in the state about Compass.
According to the lawsuit, all of this stems from Compass’s refusal to go through the normal regulator approval process, with the company ignoring the “adverse consequences including potential Congressional scrutiny, regulatory enforcement action, and reputational harm.”
Compass also had a legal duty to disclose that it was pursuing approval “outside normal merger review processes” by hiring a third party, including “the likelihood of potential enforcement action in the future,” the lawsuit claims.
