George Sampas

Elon Musk announced Monday that SpaceX, represented by Gibson Dunn & Crutcher LLP, has acquired his artificial intelligence startup xAI, advised by Sullivan & Cromwell LLP, in a bid to launch space-based data centers, amid plans for an initial public offering that would value the aerospace company at more than $1 trillion. Elon Musk called the combination of SpaceX and xAI "the most ambitious, vertically-integrated innovation engine on (and off) Earth." (AP Photo/David J. Phillip, File) In a statement posted by SpaceX, Musk said the combined company — with assets including rockets, satellites, social media platform X and xAI's Grok chatbot — will launch thousands of data-center satellites powered by solar energy to support AI and communications infrastructure, which could eventually serve human settlements on the moon and Mars. Musk called the merger "the most ambitious, vertically-integrated innovation engine on (and off) Earth, with AI, rockets, space-based internet, direct-to-mobile device communications, and the world's foremost real-time information and free speech platform." "Current advances in AI are dependent on large terrestrial data centers, which require immense amounts of power and cooling," he added. "Global electricity demand for AI simply cannot be met with terrestrial solutions, even in the near term, without imposing hardship on communities and the environment." According to Musk, the cost-efficiency of using satellite data centers will allow tech companies to train their AI models and process data "at unprecedented speeds and scales, accelerating breakthroughs in our understanding of physics and invention of technologies to benefit humanity." Beyond launching satellites, Musk said SpaceX's Starship launch vehicle will be able to land large amounts of cargo on the Moon, with the hopes of establishing a permanent scientific and manufacturing presence. The announcement comes days after it was rumored that SpaceX is considering a June initial public offering that would value the company at more than $1 trillion, and help it raise as much as $50 billion. It also follows a landmark vote in November that turned corporate governance on its head as Tesla shareholders thumbed their noses at both the Delaware Chancery Court and top proxy advisers by awarding Musk an estimated $1 trillion compensation package. Musk and Tesla's board had campaigned hard for the all-stock pay deal, with the CEO threatening to leave the company or cut back his ambitious plans for its future if the vote failed at the annual meeting. But that didn't happen. General counsel Brandon Ehrhart, who led the meeting, announced preliminary results in which 75% of shareholders voted to support the unprecedented compensation. The Chancery Court in 2024 criticized Tesla's previous general counsel, Todd Maron, for being too "intertwined" with Musk in shaping his $56 billion pay package initially granted in 2018. The court blocked that pay package as excessive. Meanwhile, xAI is facing criticism over the "avalanche" of nonconsensual sexually explicit materials, including "deepfake" images used to harass women online, that are reportedly being produced by Grok. Influencer Ashley St. Clair, the mother of one of Musk's children, sued xAI last month, claiming she was depicted in sexually explicit imagery generated by Grok without her consent and that xAI has "chosen to willfully turn a blind eye and even celebrate" similar sexual exploitation. States are also taking action against the AI company, including California Attorney General Rob Bonta demanding that xAI immediately stop the creation and distribution of nonconsensual, sexualized deepfakes. The Gibson Dunn team representing SpaceX includes George Sampas, Robert Little, Chris Trester, Evan D'Amico, Hillary Holmes, Harrison Tucker, Doug Horowitz, Eric Sloan, Michael Cannon, Krista Hanvey, Gina Hancock, Matthew Axelrod, Adam M. Smith, Lindsay Paulin, Stephen Weissman, Joshua Lipton, Attila Borsos, Claire Shepherd, Alana Tinkler, Paul Lee, Owen Alderson, Stephen Huie, Jessica Egbebike, Carli Zimelman, Doug Bresnick, Austin Morris, Spencer Bankhead, Chris Mullen, Sarah-Jane Lorenzo, Alexander Merritt and Aakarsh Narula. The Sullivan & Cromwell team representing xAI includes Mike Ringler, Peter Jones, Isaac J. Wheeler, Heather L. Coleman, Alan J. Fishman, Renata B. Hesse, Juan Rodriguez, Kyle W. Mach, Eric J. Kadel Jr., Ralston W. Turbeville Jr., Misha M. Patel, Ari B. Blaut, Daniel R. Loeser, Taylor M. Apodaca, Alex Bourdeau, Jean Shen, Daniel Lim, Jarrett T. Prchal, Gregg M. Rader, Jackson M. Mariotti and Rebecca M. Rabinowitz.

Feb 2

3 min

With the passage of SB 25, California becomes the third state to pass a state-level “mini-HSR” regime, joining Washington and Colorado, which enacted similar legislation in 2025. The Act applies to HSR notifications filed on or after January 1, 2027.~~On February 10, California Governor Gavin Newsom signed SB 25 into law.[1]  SB 25—the California Uniform Antitrust Pre‑Merger Notification Act—requires certain Hart‑Scott‑Rodino (HSR) filers to submit a copy of their federal premerger notification materials to the California Attorney General.  Unlike the HSR Act, a California State filing does not trigger a waiting period that suspends the parties from closing their transaction, but the filing is mandatory and designed to create an early, streamlined avenue for state review and coordination.  With the passage of SB 25, California becomes the third state to pass a state-level “mini-HSR” regime, joining Washington and Colorado, which enacted similar legislation in 2025.  The Act applies to HSR notifications filed on or after January 1, 2027.[2]~~The bill is based on model antitrust legislation published by the Uniform Law Commission and is designed to align state practice with federal HSR procedures rather than create a wholly independent state review regime.  While the California Law Revision Commission has advanced broader antitrust proposals on single‑firm conduct and concerted action,[3] and continues to consider broader reform on mergers and acquisitions, SB 25 instead focuses narrowly on premerger notification procedures tied to HSR filings.  SB 25 therefore seeks to improve process and coordination, not to redefine substantive merger standards.~~California Attorney General Rob Bonta previously endorsed SB 25, emphasizing that the measure would provide “upfront access to federal merger filings,” “facilitate early information sharing and coordination,” and include “strong confidentiality provisions,” with the stated aim of streamlining merger evaluation for both the California Department of Justice (CA DOJ) and businesses.  This endorsement suggests the state plans to coordinate, not duplicate, federal merger review.~~SB 25’s Requirements, Protections, and Penalties~~SB 25 requires HSR filers to submit a complete electronic copy of the HSR form to the CA DOJ when either of the following is true:~~The filing party must also submit a complete electronic copy of the HSR form to the CA DOJ contemporaneously—at the latest, within one business day of the federal filing.  If the filing party’s principal place of business is in California, the submission must include a complete electronic copy of any “additional documentary material” filed with the HSR form.  And if the obligation to file is triggered by meeting the California sales threshold (rather than by maintaining a principal place of business in California), the CA DOJ may request the additional documentary material, and the filer must provide it within seven days of the request.[5]~~SB 25 enables the Attorney General to impose filing fees of $1,000 if the filing person has its principal place of business in California or $500 if the filing person had annual net sales in California of the goods or services involved in the transaction of at least 20% of the prevailing federal HSR filing threshold.  The fees are deposited into the Attorney General’s antitrust account.[6]~~The Attorney General must provide a secure means to receive and store submitted materials. [7]~~SB 25 provides robust confidentiality protections that prohibit the CA DOJ from making any component of the HSR form public; exempt these materials from disclosure under California’s public‑records law, aligning with HSR confidentiality norms; and permit disclosure only under protective order in an administrative or judicial proceeding where the proposed merger is relevant.[8]  However, SB 25 does allow the CA DOJ to share information with the Federal Trade Commission, the United States Department of Justice, and with other states that have adopted the ULC’s Uniform Antitrust Pre-Merger Notification Act (or substantively equivalent legislation) and that provide confidentiality assurances at least as protective as those in the uniform act.[9]  For reciprocity‑based disclosures to other states, the CA DOJ must provide at least five business days’ advance notice to the submitting party before making a disclosure.~~After written notice and a three‑business‑day cure period, the Attorney General may impose or seek to impose civil penalties of up to $25,000 per day for failure to submit the required materials or to respond timely to a request for additional documentary material.[10] Practical Implications for Transactions~~Transacting parties that already file HSR materials and either have a California principal place of business or meet the California sales‑based nexus will need to implement a parallel process to transmit a complete electronic copy of the HSR form to the CA DOJ within one business day of the federal filing.  This is largely an administrative alignment task rather than a new analytical requirement.~~Parties with a California principal place of business must include any HSR “additional documentary material” in their California submission at the outset, which effectively mirrors the federal submission package.  And parties that qualify solely under the sales‑based nexus should prepare to produce additional documentary material within seven days if requested by the CA DOJ.~~Prior to enactment of this legislation, the California Attorney General already could investigate merger activity by issuing subpoenas for HSR information, from the Federal Trade Commission or the U.S. Department of Justice but CA DOJ was not automatically notified of filings that may be in the state’s interest.~~Takeaways~~SB 25 is intentionally tethered to the federal HSR framework, avoiding an independent California notification regime with novel thresholds, forms, or substantive presumptions.  The bill requires only a copy of what the HSR already demands, on a synchronized timetable, and leverages existing federal confidentiality norms, federal definitions, and federal threshold calibration.~~Because SB 25 is integrated with HSR timing and form requirements, parties should expect earlier, more routine outreach from the CA DOJ in transactions with a California nexus.  The aim is explicit: to “facilitate early information sharing and coordination between state and federal antitrust officials,” reducing the need for ad hoc negotiations or subpoenas to obtain HSR materials of interest.  This early access may allow the CA DOJ to participate more actively in merger assessments that affect California markets, while preserving uniformity and confidentiality.~~The bill’s reciprocity provisions also anticipate information‑sharing with other states that have enacted the uniform act or a substantively equivalent statute, but only with confidentiality assurances that meet or exceed the uniform act’s standards.~~Gibson Dunn attorneys are available to discuss how this legislation and other state mini-HSR laws may apply to your business, affect your legal compliance policies and address any other questions you may have regarding the issues discussed in this update.~~[1] Governor Newsom Signs Legislation 2.10.26, https://www.gov.ca.gov/2026/02/10/governor-newsom-signs-legislation-2-10-26/.~~[2] Id. at Section 16787.~~[3] See December 23, 2025 Client Alert; June 23, 2025 Client Alert.~~[4] SB 25, Uniform Antitrust Pre-Merger Notification Act, Section 16782(a).~~[5] Id. at Section 16782(b-c).~~[6] Id. at Section 16782(e).~~[7] Id. at Section 16782(d).~~[8] Id. at Section 16783(a-c).~~[9] Id. at Section 16783(d).~~[10] Id. at Section 16785.~~The following Gibson Dunn lawyers prepared this update: Rachel Brass, Daniel Swanson, Kristen Limarzi, Caeli Higney, Julian Kleinbrodt, Sarah Roberts, Kunal Jhaveri, and Tristan Locke.~~Gibson Dunn lawyers are available to assist in addressing any questions you may have regarding the issues discussed in this update. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any leader or member of the firm’s Antitrust and Competition, Private Equity, or Mergers and Acquisitions practice groups:~~Antitrust and Competition: Rachel S. Brass – San Francisco (+1 415.393.8293, rbrass@gibsondunn.com) Jamie E. France – Washington, D.C. (+1 202.955.8218, jfrance@gibsondunn.com) Sophia A. Hansell – Washington, D.C. (+1 202.887.3625, shansell@gibsondunn.com) Caeli A. Higney – San Francisco (+1 415.393.8248, chigney@gibsondunn.com) Julian W. Kleinbrodt – San Francisco (+1 415.393.8382, jkleinbrodt@gibsondunn.com) Kristen C. Limarzi – Washington, D.C. (+1 202.887.3518, klimarzi@gibsondunn.com) Samuel G. Liversidge – Los Angeles (+1 213.229.7420, sliversidge@gibsondunn.com) Michael J. Perry – Washinton, D.C. (+1 202.887.3558, mjperry@gibsondunn.com) Cynthia Richman – Washington, D.C. (+1 202.955.8234, crichman@gibsondunn.com) Bradley P. Smith – New York (+1 212.351.5376, bpsmith@gibsondunn.com) Daniel G. Swanson – Los Angeles (+1 213.229.7430, dswanson@gibsondunn.com) Stephen Weissman – Washington, D.C. (+1 202.955.8678, sweissman@gibsondunn.com)~~Private Equity: Richard J. Birns – New York (+1 212.351.4032, rbirns@gibsondunn.com) Ari Lanin – Los Angeles (+1 310.552.8581, alanin@gibsondunn.com) Michael Piazza – Houston (+1 346.718.6670, mpiazza@gibsondunn.com) John M. Pollack – New York (+1 212.351.3903, jpollack@gibsondunn.com)~~Mergers and Acquisitions: Robert B. Little – Dallas (+1 214.698.3260, rlittle@gibsondunn.com) Saee Muzumdar – New York (+1 212.351.3966, smuzumdar@gibsondunn.com) George Sampas – New York (+1 212.351.6300, gsampas@gibsondunn.com)~~© 2026 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~

Feb 11

7 min

Absent an appeal, the premerger notification requirements will revert to the prior HSR reporting rule on February 20, 2026.~~On February 12, 2026, the U.S. District Court for the Eastern District of Texas vacated the Federal Trade Commission’s 2024 rule overhauling the Hart-Scott-Rodino (HSR) premerger notification form (the 2024 Rule), finding that the FTC failed to analyze whether the 2024 Rule’s benefits outweighed its substantial costs. The Court stayed its ruling for seven days, affording the FTC an opportunity to assess an appeal. Absent an appeal, the premerger notification requirements will revert to the prior HSR reporting rule on February 20, 2026.~~Vacated HSR Rule Had Substantially Expanded Scope of Pre-Merger Review~~The 2024 Rule represented the most significant overhaul of HSR filing requirements since the publication of the original premerger notification form in 1978. The 2024 Rule added disclosures that previously arose only in later-stage investigations. Key additions included: deal documents from supervisory deal team leads (not just directors and officers); ordinary course competitive documents shared with the CEO or Board within one year of filing; narrative descriptions of transaction rationale and competitive overlaps; and supply relationship information.~~The final rule went into effect on February 10, 2025. Notably, the rulemaking garnered bipartisan support: the FTC approved the final rule on a 5-0 vote, and the current FTC leadership had embraced the 2024 Rule prior to this decision.~~District Court Vacated HSR Rule as Exceeding FTC’s Authority~~In Chamber of Commerce v. FTC, a coalition of business groups led by the U.S. Chamber of Commerce challenged the FTC’s 2024 Rule. On February 12, 2026, Judge Jeremy D. Kernodle on the U.S. District Court for the Eastern District of Texas granted summary judgment to the plaintiffs, holding that the 2024 Rule exceeded the FTC’s statutory authority because “the agency has not shown that the Rule’s claimed benefits will ‘reasonably outweigh’ its significant and widespread costs.”~~Under the HSR Act, the FTC may request only pre‑merger information “necessary and appropriate” to assess whether a transaction may violate the antitrust laws—a standard the Court interpreted as requiring a reasonable cost‑benefit analysis. The FTC failed to meet that requirement. Although the FTC acknowledged that the 2024 Rule would nearly triple filing time—from 37 to 105 hours—the Court found the FTC could not substantiate the benefits it claimed the changes would produce. For example, the FTC was unable to identify a single illegal merger in the 46‑year history of the prior form that the new form would have prevented. The Court rejected the FTC’s argument that the 2024 Rule would conserve agency resources, noting that any efficiency gains would accrue only in the roughly 8% of transactions the FTC investigates, while all filers would bear the increased compliance burden.~~Judge Kernodle also ruled that the 2024 Rule is arbitrary and capricious because the FTC failed to consider whether the 2024 Rule’s benefits “bear a rational relationship” to its costs and the FTC “did not adequately explain its rejection of less costly and burdensome alternatives,” such as targeted voluntary submissions or more focused Second Requests.~~The Court vacated and set aside the 2024 Rule but stayed its decision through February 19, 2026. During this period, the FTC may choose to appeal or allow the prior HSR reporting rule to take effect.~~Key Takeaways for Dealmakers~~The 2024 Rule Will Likely Remain in Effect During Appeal. If the FTC elects to appeal, the Agency will likely secure a further stay of the Court’s vacatur order pending appeal. In this case, deal teams should continue preparing filings under the 2024 Rule’s requirements. If, however, the FTC declines to appeal, the premerger notification requirements will revert to the prior HSR reporting rule on February 20. Regardless of the FTC’s decision, the Court’s decision will not affect the recently-announced jurisdictional thresholds and filing fees for 2026.~~The FTC May Again Promulgate Heightened HSR Filing Requirements if the Vacatur is Sustained. The Court’s decision rests on procedural grounds, not a rejection of the FTC’s authority to modernize the HSR form. Given the unanimous, bipartisan FTC support for stronger filing requirements, if the vacatur is sustained, the FTC may promulgate a similar rule with a more developed administrative record. Dealmakers should not expect a permanent return to the pre-2024 filing regime.~~Agency Staff Retain Significant Investigative Tools. Even if the 2024 Rule is ultimately vacated, FTC and DOJ Antitrust Division staff retain authority to request similar information from merging parties on a voluntary basis during the initial HSR waiting period, and on a mandatory basis at a later stage for transactions that trigger a Second Request. The practical implication: the information the FTC sought to require upfront through the 2024 Rule, including ordinary course business documents, will likely still be requested in transactions that draw agency interest.~~Early Engagement with Antitrust Counsel Remains Critical. Regardless of the fate of the 2024 Rule, parties considering M&A activities should continue engaging antitrust counsel early. Transaction agreements may benefit from additional regulatory flexibility to accommodate potential changes in filing requirements or extended review timelines.~~State Mini-HSR Regimes Continue to Expand. Dealmakers should also monitor evolving state premerger notification requirements. California recently enacted SB 25, joining Washington and Colorado in requiring certain HSR filers to submit copies of their federal filings to state authorities, effective January 1, 2027. These requirements underscore the broader trend toward enhanced premerger scrutiny at the federal and state levels.~~For further details on these developments, see our previous Client Alerts and related HSR resources on the firm’s Antitrust and Competition page here.~~The following Gibson Dunn lawyers prepared this update: Jamie France, Kristen Limarzi, Michael Perry, Brad Smith, Logan Billman, and Caroline Black.~~Gibson Dunn lawyers are available to assist in addressing any questions you may have regarding the issues discussed in this update. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any leader or member of the firm’s Antitrust and Competition, Private Equity, or Mergers and Acquisitions practice groups:~~Antitrust and Competition: Rachel S. Brass – San Francisco (+1 415.393.8293, rbrass@gibsondunn.com) Jamie E. France – Washington, D.C. (+1 202.955.8218, jfrance@gibsondunn.com) Sophia A. Hansell – Washington, D.C. (+1 202.887.3625, shansell@gibsondunn.com) Caeli A. Higney – San Francisco (+1 415.393.8248, chigney@gibsondunn.com) Julian W. Kleinbrodt – San Francisco (+1 415.393.8382, jkleinbrodt@gibsondunn.com) Kristen C. Limarzi – Washington, D.C. (+1 202.887.3518, klimarzi@gibsondunn.com) Samuel G. Liversidge – Los Angeles (+1 213.229.7420, sliversidge@gibsondunn.com) Michael J. Perry – Washinton, D.C. (+1 202.887.3558, mjperry@gibsondunn.com) Cynthia Richman – Washington, D.C. (+1 202.955.8234, crichman@gibsondunn.com) Bradley P. Smith – New York (+1 212.351.5376, bpsmith@gibsondunn.com) Daniel G. Swanson – Los Angeles (+1 213.229.7430, dswanson@gibsondunn.com) Stephen Weissman – Washington, D.C. (+1 202.955.8678, sweissman@gibsondunn.com)~~Private Equity: Richard J. Birns – New York (+1 212.351.4032, rbirns@gibsondunn.com) Ari Lanin – Los Angeles (+1 310.552.8581, alanin@gibsondunn.com) Michael Piazza – Houston (+1 346.718.6670, mpiazza@gibsondunn.com) John M. Pollack – New York (+1 212.351.3903, jpollack@gibsondunn.com)~~Mergers and Acquisitions: Robert B. Little – Dallas (+1 214.698.3260, rlittle@gibsondunn.com) Saee Muzumdar – New York (+1 212.351.3966, smuzumdar@gibsondunn.com) George Sampas – New York (+1 212.351.6300, gsampas@gibsondunn.com)~~© 2026 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~

Feb 13

6 min

The Deal~~The Deal (subscription required) reports that a team led by partners George Sampas, Robert Little, and Chris Trester advised SpaceX on its merger with xAI.~~~~Download PDF~~

Feb 3

1 min