David C. Meckler

Flagship Communities Real Estate Investment Trust (the "REIT") (TSX:MHC.U) has announced that it has completed its initial public offering. The REIT has been formed to own and operate a portfolio of 45 income-producing manufactured housing communities (the "Initial Communities"), comprising 8,255 lots located in the following four contiguous states: Kentucky, Indiana, Ohio and Tennessee, and a fleet of approximately 600 manufactured homes for lease to residents of the Initial Communities (together with the Initial Communities and certain ancillary and head office assets, the "Initial Portfolio") held indirectly by Flagship Operating, LLC, a wholly-owned subsidiary of the REIT.  In connection with the closing of the IPO and as part of the acquisition of the Initial Portfolio, Flagship Communities, LLC (“Flagship Communities”) has merged with and into a direct subsidiary of Flagship Operating, LLC.  As part of the merger transaction, Flagship Communities’ private equity sponsor, AIM MHC Holdings, LLC, received cash in exchange for its interests in Flagship Communities. Latham & Watkins LLP represents AIM MHC Holdings, LLC,  in connection with the REIT’s acquisition of Flagship Communities.  A corporate team led by Houston partner Lauren Anderson and Orange county partner David Meckler, with Houston associates Alice Parker and Katie Walker. Advice was also provided on tax matters by Houston partner Tim Fenn, with Houston associate Jared Grimley; on finance matters by San Diego partner James Mann, with San Diego associate Achraf Farraj.~~

Oct 7

1 min

In December 2025, a tribunal dismissed a €500 million claim against private equity firm Lindsay Goldberg, represented by Latham & Watkins. The claim was filed in 2021 by B&C-Gruppe, an Austrian firm, alleging financial manipulation by Lindsay Goldberg when it sold Schur Flexibles to B&C. The claim included allegations of inflating EBITDA and B&C brought criminal proceedings against employees of Schur. The company went through a restructuring and was not in the possession of either B&C or Lindsay Goldberg for the majority of proceedings. The tribunal lasted 2 weeks and took place in January 2025. Proceedings went on for four years and involved matters in Austria, the Netherlands, Denmark and the U.S. Latham went on to dismiss claims in all other jurisdictions other than Germany where the €500 million was eventually dismissed along with a €37 million costs award—the largest ever in a German Arbitration Institute arbitration. The team from Latham & Watkins was led by global head of litigation Michele Johnson in Orange County, litigation and trial partner Christoph Baus in Hamburg and partner Anne Löhner in Munich. They sat down with Law.com to give their perspective on the case. The following interview has been edited for clarity and style. What were the biggest challenges in the public nature of the case? Christoph Baus: "Where do I start, first of all, a lot was at stake. A huge monetary claim but more importantly the reputation of our client Lindsay Goldberg. A very honourable private equity investor in the U.S. that was, I would say, dragged through the mud because the other side tried to very aggressively hammer their narrative of fraudulent accounting, inflating the purchase price and left no means unused I would say to try to get that across in speaking or leaking things to the press, as well as going to the prosecutors and many courts around the world. So the stakes for our client couldn’t have been higher. "You had criminal allegations and prosecutors in Austria, but also other countries looking at the case and investigating. You had a client from the US with investments throughout Europe. So the other side, B and C tried to basically chase them [Lindsay Goldberg] wherever they had assets throughout Europe. We had proceedings in Denmark, in the Netherlands, in Austria, Germany, and ultimately in the US. "So, the second big challenge is dealing with prosecutors, dealing with public allegations and civil court proceedings all over the world and all of that in a heated environment where things needed to happen." Lindsay Goldberg is a long time client of the firm, how did the relationship work? Anne Lohner: The working relationship from almost the beginning was so close and so trustful; that definitely had a huge impact on the entire team, just because we could always call up the client, pretty much at any time of the day but they were very much in the trenches with us, unfortunately for them. You have to say, they took it very seriously, but they also trusted us with what we recommended, it was extensive. What made this case unique? Christoph Baus: "So our client had sold the company, and then the company went through a restructuring and ultimately ended up in the hands of another financial investor, and with that, all the records. The other side was screaming fraud, and they were saying there was this massively inflated EBITDA of the company, and the EBITDA comprises many, many entries in the annual accounts of the company where you basically have an asset in your balance sheet. And the question was that value ascribed to that asset—was that proper? And when you don't have access to the company, when you don't have access to the records, and when all the people who were doing the accounting at the time were under criminal investigation and had no incentive whatsoever to contribute, then that makes it absolutely unique and and hard to respond to a specific allegation of a specific line item in your accounting that is allegedly wrong." Anne Lohner: "I think that's what makes this case so unique because a lot of these types of cases tend to settle. This one didn't, largely because of our client being dragged through the mud. Also because we believed from the beginning that actually these allegations, as much as they were shouted about, didn't have merit. But it was very hard detective work. And that's again, why the cost award was ultimately so high." B&C applied for a 1782 order in the United States, can you clarify the impact that had on the case? Michele Johnson: "It’s a statute that allows bringing the American discovery regime to bear in the relevant proceedings pending outside of the US. We kind of captured the flag, if you will. There was some information that ended up being ordered to be produced, and then we embraced that and made it part of our story [in] what we presented. So, while U.S. style of discovery proceedings can be expansive, expensive, burdensome, we can also use it to our advantage to say we’re going to incorporate all of that into our story and present it in the most persuasive way." What was the biggest challenge that this case presented? Michele Johnson: "Time zones were fun. The actual trial began at what was effectively 11pm or midnight pacific time. Not just the trial of course, all of the lead up, we just had to be flexible with each other, the client was spectacular at being available 24/7 as were we. Co-ordination is such an important concept here." What was so important about the costs award and the judgment? Michele Johnson: “Honestly, from my perspective, what mattered the most was the size of the claim against our clients. That was existential. That was, I will say, inflated. B&C was asking for this massive amount, and that's what really drove the remarkable nature of this decision to just zero it out. “Now, in addition, the cost award is likely the largest that has been ever awarded by this particular entity, driven, certainly, in a large part by B&C's choices to go scorched earth. The tribunal looked at that award and found that it was that amount and found that it was reasonable, not just that it was incurred, but that it was reasonable. So that part is remarkable. "But for me, the most remarkable part was getting a complete defence verdict zeroing out the enormous claim that they brought. Ultimately, I think it's nice to get a large cost [award], but ultimately it's money that the clients spend on their defence. And it's the loser principle that applies, I think, across many jurisdictions and in arbitrations." Christoph Baus: "The cost award that we secured for the client, 37 million euros, we believe is the highest a DAS administered panel ever awarded. And so that is not a penalty for the other side, right? That is costs that have been incurred by our client. And so that cost obviously correlates to all the work that needed to be done and that the tribunal apparently deemed appropriate and necessary. And so that sort of reflects the hard work and the amount of work that the entire team had done." How did you celebrate the win? Christoph Baus: "It was the saddest and happiest morning of last year, certainly, because there was no one in my office on that morning but me. There was maybe a secretary or two who didn't know anything about the case because they didn't work on it. There wasn't even someone to high five, at least on my floor. So that was actually very sad."

Feb 27

6 min

Following a carveout by parent Healthpeak Properties earlier this year, Janus Living, a senior housing-focused real estate investment trust, filed with regulators Friday for an initial public offering advised by Latham & Watkins LLP and Sidley Austin LLP. Healthcare-focused REIT Healthpeak in January said it had formed Janus Living and expected to complete an IPO for the company in the first half of 2026. Janus Living owns 34 senior housing communities with more than 10,000 units across markets in 10 states, although assets in Florida and Texas make up nearly 70% of the portfolio. Terms of the IPO were not disclosed in a Friday filing with the U.S. Securities and Exchange Commission, with the document listing a generic $100 million target. Janus would list on the New York Stock Exchange under the ticker symbol JAN. The SEC filing lists Latham & Watkins as advising Janus, while Sidley Austin advises the underwriters. The document also lists Ballard Spahr LLP as advising on Maryland legal matters. Upon closing, Janus said it would be the only publicly traded REIT in the U.S. focused exclusively on the senior housing industry. JPMorgan, Wells Fargo, Barclays, Goldman Sachs, RBC Capital Markets, and Morgan Stanley are underwriters. Janus is advised by Lewis W. Kneib, Charles K. Ruck, Julian T.H. Kleindorfer, and Devon L. MacLaughlin of Latham & Watkins LLP. The underwriters are represented by Edward F. Petrosky, J. Gerard Cummins, and Adam M. Gross of Sidley Austin LLP.

Feb 27

1 min

Healthpeak Properties, Inc. (NYSE: PEAK) and Physicians Realty Trust (NYSE: DOC) have announced they have entered into a definitive agreement to combine in a stock-for-stock merger valued at approximately US$21 billion. Under the terms of the agreement, each Physicians Realty Trust common share will be converted into 0.674 of a newly issued Healthpeak common share. The combined company will be the leading real estate platform dedicated to healthcare discovery and delivery with a 52 million square foot portfolio. Latham & Watkins LLP advised Healthpeak in the transaction with a corporate deal team led by New York/Orange County partner Charles Ruck, New York partner Andrew Elken and Orange County partner Darren Guttenberg, with associates Brian Umanoff, Peter Bassine, Jack Vanderford, AJ Hines, Erik Jensen, Danny Del Giorno, Viva Jerónimo, Lexi Zintel, and Eric Finkelberg*. Advice was also provide on real estate matters by Orange County partners David Meckler and Hilary Shalla Strong; on antitrust matters by Bay Area partner Joshua Holian and Washington, D.C. counsel Peter Todaro; on tax matters by Century City partner Pardis Zomorodi and counsel William Kessler, with associate Kevin Bagnall; on benefits and compensation matters by Los Angeles partner David Taub, with associate Megan Ampe; on labor matters by Chicago partner Nineveh Alkhas; on environmental matters by Los Angeles partner Aron Potash, with associates Jacqueline Zhang and Kate Johnstone; on IP matters by Orange County counsel David Kuiper, with associate Nick Goshgarian; on data privacy matters by Bay area partner Robert Blamires, with associate Kiara Vaughn; on capital markets matters by New York partner Benjamin Stern and Century City partner Lewis Kneib; with associates Devon MacLaughlin and Grace Garcea; on finance/banking matters by New York partner Carlos Alvarez and Washington, D.C. partner Manu Gayatrinath, with associates Marie Greenman, Ashley Rose, Jacqueline Rugart, and Mahika Narula. *Admitted to practice in New York.~~

Oct 30

1 min

Nearly 50 partners across six Big Law firms helped steer the $110 billion deal confirmed on Friday between Paramount Skydance Corporation and Warner Bros. Discovery, according to lists of firm lawyers on the deal. Warner Bros., which accepted the offer from Paramount, initially indicated it would accept an offer from Netflix for the business that came in between $72 billion and $83 billion, but a campaign (and substantial financial investment) by the Ellison family eventually won out. Larry Ellison, the father of Skydance/Paramount head David Ellison, personally backed $40.4 billion of the offer. Bank of America and Citigroup are providing around $54 billion in debt financing, while several Middle East sovereign wealth funds (reportedly Saudi Arabia, Qatar and Abu Dhabi) also kicked in cash to reach the $110 billion mark. Cravath, Swaine and Moore was the lead counsel for Paramount, while Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz acted as co-counsel for Warner Bros. Latham & Watkins worked with the investment consortium on finance, and Cleary, Gottlieb, Steen & Hamilton advised the special committee to the board of directors for Paramount. Covington & Burling was regulatory counsel for Warner Bros. Several Big Law leaders and M&A rainmakers jumped in to see it through. That included Faiza Saeed, presiding partner at Cravath, working for Paramount, and Andrew Nussbaum, co-chair of Wachtell Lipton, working for Warner Bros. Top M&A partners and dealmakers at Latham, Debevoise and Covington also worked the deal. The Cravath team was comprised of partners Saeed, Daniel Cerqueira, Claudia Ricciardi, Alexander Greenberg and Minh Van Ngo on M&A matters; partners Andrew Pitts and C. Daniel Haaren on capital markets matters; partner George Zobitz on banking matters; partner Lauren Angelilli on tax matters; partner Jonathan Katz on executive compensation and benefits matters; partners Andrew Finch and Noah Joshua Phillips on antitrust matters; partners Kevin Orsini and Justin Clarke on litigation matters; and partner John W. White on corporate governance matters. Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz were co-counsel for Warner Bros. The Debevoise team was led by M&A partners Jonathan Levitsky, Erik Andrén, Gordon Moodie and Katherine Durnan Taylor, employee benefits and executive compensation partner Simone Hicks, IP and technology transactions partner Henry Lebowitz, capital markets partners Benjamin Pedersen and Matthew Kaplan, finance partners Ryan Rafferty and Ramya Tiller and tax partners Peter Schuur and Erin Cleary and includes M&A partners John Love and William Regner The Wachtell team was led by corporate partner and firm co-chair Andrew Nussbaum and corporate partners Karessa Cain, Hannah Clark and Jacob Pearlman. Deborah Paul handled tax, while firm co-chair William Savitt and partner Ryan McLeod handled litigation matters. Finance partner Gregory Pessin rounded out the partners working the deal. Latham worked with Paramount and an investor consortium on equity finance. The team was led by New York partner Ian Nussbaum, Chicago partner Max Schleusener, and Los Angeles partners Rick Offsay and Liliana Ranger. Cleary was led by partners Paul Shim and Kelsey Nussenfeld. The Covington team, as regulatory counsel for Warner Brothers, included Derek Ludwin (DC); Johan Ysewyn (Brussels); Ross Demain (DC); Melissa Van Schoorisse (Brussels); James Marshall (London); Nathan Wilkins (Brussels); Romain Girard (Brussels); Silvia Wu (DC); and Jaina Patel (DC). In all, there were at least six announced deals valued at more than $1 billion in the last week. Two of those were over the $5 billion range. There was at least one new SPAC merger and one new IPO tracked by Radar. There were at least nine debt offerings over $500 million tracked last week. Deals on the Radar The information regarding the deals below was derived exclusively from Law.com Radar. Engie SA has acquired UK Power Networks Holdings Ltd. (UKPN), an electricity distribution operator in the UK, from CK Infrastructure Holdings Ltd. for an equity value of approximately 10.5 billion pounds ($14.2 billion). The transaction, announced Feb. 25, is expected to close in mid-2026. France-based Engie was advised by a Herbert Smith Freehills team led by partners Caroline Rae, Silke Goldberg and Frédéric Bouvet. Counsel information for UKPN was not immediately available. The Brink’s Co., the security and armored truck company, has agreed to acquire ATM network NCR Atleos Corp. in a cash and stock transaction valued at approximately $6.6 billion. The transaction, announced Feb. 26, is expected to close in the first quarter of 2027. Richmond, Virginia-based Brink’s was advised by Sidley Austin New York-based partners Adam Cromie, David Grubman and George Hunter. NCR Atleos, which is based in Atlanta, was counseled by King & Spalding partners Robert J. Leclerc, Rahul Patel, Michelle Stewart and Keith M. Townsend. Latham & Watkins represented J.P. Morgan, acting as the financial advisor to NCR. The Latham & Watkins corporate team was led by partners Charles Ruck and Brian Umanoff. An investor consortium led by Affinius Capital, in partnership with Vista Hill Partners, has agreed to acquire Veris Residential, a Class A multifamily REIT, for an all-cash consideration of Veris common stock valued at an enterprise value of $3.4 billion. Affinius Capital and Vista Hill Partners were advised by Skadden, Arps, Slate, Meagher & Flom; Greenberg Traurig; and Simpson Thacher & Bartlett. Veris Residential, which is based in Jersey City, New Jersey, was counseled by Weil, Gotshal & Manges and Seyfarth Shaw. Fried, Frank, Harris, Shriver & Jacobson guided J.P. Morgan, acting as financial advisor to Veris. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. Goldman Sachs & Co., the lead arranger and underwriter on the bridge loan, was represented by Gibson, Dunn & Crutcher. Citigroup has agreed to sell 24 percent of its Mexico retail-banking unit to General Atlantic, Brazilian bank BTG Pactual and insurance giant Chubb, among others, for roughly $2.5 billion. The transaction, announced Feb. 24, is expected to close by the end of 2026. Sao Paulo-based BTG Pactual Bank was advised by Simpson Thacher & Bartlett partner Grenfel Calheiros. Counsel information for Citigroup, which is based in New York, was not immediately available. CECO Environmental Corp. and Thermon Group Holdings have agreed to merge for a stock and cash consideration valued at approximately $2.2 billion. The transaction, announced Feb. 24, is expected to close in mid-2026. Dallas-based CECO Environmental was advised by Gibson, Dunn & Crutcher. Thermon Group, which is based in San Marcos, Texas, was counseled by Sidley Austin. Fried, Frank, Harris, Shriver & Jacobson has guided Citi, acting as lead financial advisor to CECO. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. SPAC Mergers: IQM Finland Oy, a super conducting quantum computers designer and manufacturer, is going public via SPAC merger with Real Asset Acquisition Corp. As a result of the merger, IQM will be listed on one of the two leading U.S. stock exchanges with a post-transaction equity value of $450 million. Espoo, Finland-based IQM Finland was advised by Borenius and Cooley partners Eric Blanchard, Peter Byrne and Rita Sobral. Real Asset Acquisition Corp., which is based in Princeton, New Jersey, was counseled by Perkins Coie; Krogerus; and Conyers. IPOs: Guardian Metal Resources plc, an exploration-stage critical minerals company, announced that it has filed a registration statement with the U.S. Securities and Exchange Commission in connection with its proposed initial public offering of its American Depositary Shares. Guardian Metal was advised by Davis Polk & Wardwell partners Michael Kaplan and Connie Milonakis. BMO Capital Markets, which acted as the underwriter, was counseled by Skadden, Arps, Slate, Meagher & Flom partner Ryan Dzierniejko. Debt Offerings: OpenAI Group PBC has secured $110 billion after announcing the close of its funding round led by Amazon ($50 billion), NVIDIA ($30 billion) and SoftBank ($30 billion). San Francisco-based OpenAI was advised by a Wachtell, Lipton, Rosen & Katz team led by corporate partners Andrew J. Nussbaum and Mark F. Veblen. Counsel information for the lead investors was not immediately available. Bank of America announced a $7 billion aggregate principal senior notes offering. The lead manager, sole bookrunner and representative of the several underwriters were advised by Davis Polk & Wardwell partners Lucy Farr and Christopher Schell. Counsel information for Bank of America, which is based in Charlotte, North Carolina, was not immediately available. Infineon Technologies AG announced an aggregate 2 billion euros ($2.4 billion) in unsubordinated unsecured notes. Neubiberg, Germany-based Infineon Technologies was advised by Freshfields Bruckhaus Deringer partner Christoph Gleske. The Republic of Paraguay announced an aggregate $1.3 billion principal bond offering. The Republic of Paraguay was advised by Cleary Gottlieb Steen & Hamilton partners Matthew Brigham and Ignacio Lagos. Sunoco LP has announced an aggregate principal $1.2 billion senior notes offering. Philadelphia-based Sunoco LP was advised by a Vinson & Elkins team led by partners Jackson O'Maley, Ben Heriaud and David Stone. MetLife announced a $1 billion aggregate principal subordinated debenture. New York-based MetLife was advised by a Willkie Farr & Gallagher team led by partners John Schwolsky, Benjamin Nixon and Anne Barrett. The debentures come due in 2056. Matador Resources Co. announced a $750 million senior unsecured notes offering. Dallas-based Matador Resources Co. was advised by Baker Botts partners Preston Bernhisel, Stephen Marcus and Luke Weedon. The notes come due 2034. TPG Operating Group II LP, an indirect, wholly owned subsidiary of TPG Inc., announced a $500 million senior notes offering. TPG Operating Group II was advised by Weil, Gotshal & Manges. Wells Fargo Securities, BofA Securities, Morgan Stanley and Goldman Sachs Group, which acted as the underwriters, were counseled by a Davis Polk & Wardwell team including partners Stephen Byeff, Derek Dostal, Jack Orford, David Schnabel and Aliza Slansky. The senior notes come due 2031. Paul, Weiss, Rifkind, Wharton & Garrison has guided an ad hoc group of term loan lenders and bondholders in connection with Advantage Solutions Inc.'s $590 million aggregate principal senior secured notes offering. The Paul Weiss team included partners Lauren Bilzin, Joseph Glatt and Sung Pak.

Mar 2

7 min