Katharine L. Thompson

In this week's Taxation With Representation, science and technology company Danaher Corp. acquires medical technology company Masimo Corp., Covetrus merges with a unit of fellow animal health technology company Cencora, and private equity firm Leonard Green & Partners LP buys outstanding Mister Car Wash Inc. shares not already owned by LGP affiliates. Danaher-Masimo $9.9B Diagnostics Deal Danaher Corp. said Tuesday it has agreed to acquire Masimo Corp., a specialty diagnostics company, in a deal valued at about $9.9 billion, including debt. A Kirkland & Ellis LLP team advising Danaher included tax partners Dean Shulman and Liam Murphy. A Sullivan & Cromwell LLP team representing Masimo includes partner Davis Wang advising on tax matters. Under the agreement, Danaher will pay $180 per share in cash for all outstanding common stock of Masimo, Danaher said in a statement Tuesday. The transaction is expected to close in the second half of the year, subject to regulatory clearances and Masimo shareholder approval, Danaher said. Animal Health Biz $3.5B Merger Covetrus has agreed to merge with MWI Animal Health, a unit of fellow animal health technology company Cencora, in a deal that values MWI at an enterprise value of $3.5 billion, the companies said Wednesday. A Debevoise & Plimpton LLP team guiding Covetrus includes tax partner Erin Cleary, counsel Samuel Krawiecz and associate John Nelson, while a Freshfields LLP team representing Cencora includes partner Joe Soltis and associate Hannah Golden advising on tax matters. When the deal closes, Cencora will receive $1.25 billion in upfront cash, $800 million in preferred equity and $1.45 billion in common equity in the combined company, the companies said in a statement Wednesday. The transaction is subject to certain conditions, including regulatory approvals, the companies said. Mister Car Wash $3.1B Deal Private equity firm Leonard Green & Partners LP has agreed to buy all outstanding Mister Car Wash Inc. shares not owned by LGP affiliates at a $3.1 billion enterprise value, the car wash brand said Wednesday. A Latham & Watkins LLP team steering Mister Car Wash includes partners Joseph Kronsnoble and Michael Zucker, who provided advice on tax matters. A Simpson Thacher & Bartlett LLP team representing LGP includes partner Russell Light and associate Elizabeth Trask advising on tax aspects. The transaction is expected to close in the first half of 2026, subject to regulatory approvals and the satisfaction or waiver of other conditions, Mister Car Wash said in a statement Wednesday.

Feb 20

2 min

Kroger and Albertsons must pay legal fees to the state attorneys general who challenged the grocery chains' now-scrapped $24.6 billion merger, an Oregon federal judge ruled Friday, denying the companies' argument that the court's temporary injunction in the case wasn't sufficient for the states to win back costs. U.S. District Judge Adrienne Nelson ruled that the states, along with the Federal Trade Commission, "substantially prevailed" in their claims that the proposed merger violated the Clayton Act, a federal statute barring anticompetitive practices. The law explicitly entitles winning plaintiffs to costs and attorney fees, she noted. "Because the court concludes that this is an action under the Clayton Act and that state plaintiffs substantially prevailed, an award of attorney's fees is mandatory," Judge Nelson wrote. Kroger and Albertsons had argued that the suit didn't qualify as an action under the Clayton Act because the states didn't specifically list a Clayton Act claim. The grocers also asserted that the preliminary injunction didn't satisfy the "substantially prevailed" standard. The court rejected those arguments, agreeing with the states that they "litigated their Clayton Act claim and received their requested relief." The plaintiffs "pleaded the Clayton Act throughout their complaint" despite not listing distinct claims or causes of action, according to Friday's order. "Additionally, there is no other authority under which state plaintiffs could have brought this action," the court ruled. While the FTC brought claims against the grocers under the FTC Act, the states — Arizona, California, Illinois, Maryland, Nevada, New Mexico, Oregon, Wyoming, and the District of Columbia — had argued that they weren't eligible to sue under that statute. Further, defendants themselves admitted in their filings that each state plaintiff was "seeking relief pursuant to the Clayton Act," Judge Nelson noted. "Congress chose to require an award of attorney's fees to a prevailing party in any action under the Clayton Act," she added, "and that choice should be given effect." As for whether the Oregon court's December 2024 temporary injunction blocking the merger was a sufficient victory for states to recoup their costs, Judge Nelson wrote that the question was answered by a 1984 Ninth Circuit opinion in Southwest Marine Inc. v. Campbell Industries, "under which a preliminary injunction is sufficient to establish that state plaintiffs substantially prevailed." While a 2025 U.S. Supreme Court ruling in Lackey v. Stinnie held that only "judicial relief on the merits" — not preliminary injunctions — were eligible for fees, the judge wrote, that standard applied to a separate law, 42 U.S.C. Section 1988. Plaintiff states in the current case, meanwhile, sued under Section 16 of the Clayton Act. Judge Nelson ruled that the Lackey decision left the Ninth Circuit's Southwest Marine precedent "undisturbed." Despite numerous subsequent high court decisions since Southwest Marine, she explained, justices have given "repeated direction to carefully distinguish among the fee-shifting standards created by Congress." In light of those instructions and "the express language of Lackey itself stating that its holding does not apply to statutes like [the Freedom of Information Act], the court concludes that Lackey's interpretation of Section 1988 does not control here." "Because state plaintiffs were awarded some relief by the court, after a substantial hearing on the merits, and because that change is final, they substantially prevailed within the meaning of Section 16" of the Clayton Act, Judge Nelson ruled. In addition to the suit from FTC and the plaintiff states, the merger was also challenged in Washington state court by that state's attorney general. Both courts halted the proposed merger. Judge Nelson issued a preliminary injunction, while the Washington court permanently blocked the deal. The companies subsequently dropped their plans to combine. Counsel for the grocery stores did not immediately respond to requests for comment Friday. Counsel for Oregon also did not immediately respond. The states are represented by their respective attorneys general's offices or departments of justice. Albertsons is represented by David H. Angeli and Peter D. Hawkes of Angeli & Calfo LLC, Enu A. Mainigi, Jonathan B. Pitt, William Ashworth, Beth A. Stewart, A. Joshua Podoll, Thomas W. Ryan and Tyler Infinger of Williams & Connolly LLP, and James A. Fishkin, Michael Cowie, Elena Kamenir, Howard M. Ullman, Ross Ufberg and Yosef Weitzman of Dechert LLP. Kroger is represented by B. John Casey, Rachel Lee and Jacob Goldberg of Stoel Rives LLP, Matthew M. Wolf, Sonia K. Pfaffenroth, Joshua M. Davis, Jason C. Ewart, Michael E. Kientzle, Matthew M. Shultz, David B. Bergman, Michael L. Walden, Yasmine Y. Harik, Barbara H. Wootton, Christian Schultz, David Emanuelson, Mei-Wah Lee, Wilson DeLoss Mudge, John A. Holler, Brian K. Condon and Jeremy T. Kamras of Arnold & Porter Kaye Scholer LLP and Mark A. Perry, Luke Sullivan, Luna N. Barrington, Sarah M. Sternlieb, Bambo Obaro, Thomas B. Fiascone and Rebecca Sivitz of Weil Gotshal & Manges LLP. The case is Federal Trade Commission et al. v. Kroger Co. et al., case number 3:24-cv-00347, in the U.S. District Court for the District of Oregon.

Feb 27

4 min

David J. Greene Weil Gotshal & Manges LLP has announced it hired a former Simpson Thacher & Bartlett LLP private funds attorney, who is joining the team in New York and Washington, D.C., to work on fund formation matters and the operation and management of private investment funds. David J. Greene has been welcomed to Weil as a partner in the firm's private funds group, it said in a statement Monday. He will represent clients in global fundraising matters, in structuring U.S. and international investment and operating platforms, and in negotiating strategic partnerships and co-investments, the firm highlighted. Greene also advises sponsors across the energy, infrastructure, power and renewable industries, and he works with oil and gas sponsors, financial services sponsors, and with other private investment strategies, according to the statement. In an email to Law360 Pulse Tuesday, Greene said his practice is a broad-based, alternative asset management practice that works with all sizes of funds, from startup venture funds to funds valued at over $15 billion. He has worked across a variety of strategies, he said, including with infrastructure, credit, buyouts and secondaries. "Weil's private funds group has a global footprint, with more than 90 full-time dedicated private funds lawyers in the United States and Europe," Greene said. "The firm covers a broad range of the fund sponsor spectrum, from some of the largest, most well-established players to emerging participants. Not only is the practice moving from strength to strength, but I've found my new partners to be wonderfully collegial and friendly. I'm excited to be part of the growth story here at Weil." For Greene, trends in the market are leaning toward innovation and consolidation, with many private equity clients trying "to look around the corner to meet their investor's needs," through new strategies, or structures. "Secondly, consolidation across the industry is continuing to accelerate with a number of recent control deals in the asset management space," he added. "We are uniquely positioned to partner with clients on these assignments by bringing together a multidisciplinary team of M&A, regulatory, private funds and tax practitioners." Andrew Chizzik, co-head of Weil's U.S. private funds group, told Law360 Pulse that Greene's new role "underscores the continued expansion" of the private funds practice, and the level "of market demand we're seeing from sponsors across strategies." "We're advising on an increasingly broad range of [funds], structures and strategic initiatives, and adding a partner of David's quality and experience strengthens our ability to support clients at scale across the global platform," Chizzik said in an email. "In addition to being an outstanding attorney, David is also a wonderful human being, and we couldn't be more excited about him joining our platform." A University of Virginia School of Law graduate, Greene started his career at Latham & Watkins LLP, where he spent more than 12 years. He joined Simpson Thacher in 2017, according to his LinkedIn profile. Barry Wolf, executive partner with Weil, said in a statement that Greene is "a highly accomplished private funds lawyer with deep technical expertise and a strong reputation for client service." "We are thrilled to welcome him to Weil and confident that he will be an excellent substantive and cultural fit both for the private funds group and the firm more broadly," Wolf said. Michael J. Aiello, chair of Weil's corporate department, said in a statement that Greene's "impressive combination of sophisticated fund formation experience and commercial judgment" will be a benefit to the firm's clients. "He has advised a broad spectrum of fund clients, including institutional sponsors, and his arrival strengthens our ability to support clients in today's increasingly complex and competitive environment," Aiello said of Greene.

Feb 24

3 min

Kroger and Albertsons must pay legal fees to the state attorneys general who challenged the grocery chains' now-scrapped $24.6 billion merger, an Oregon federal judge ruled Friday, denying the companies' argument that the court's temporary injunction in the case wasn't sufficient for the states to win back costs. U.S. District Judge Adrienne Nelson ruled that the states, along with the Federal Trade Commission, "substantially prevailed" in their claims that the proposed merger violated the Clayton Act, a federal statute barring anticompetitive practices. The law explicitly entitles winning plaintiffs to costs and attorney fees, she noted. "Because the court concludes that this is an action under the Clayton Act and that state plaintiffs substantially prevailed, an award of attorney's fees is mandatory," Judge Nelson wrote. Kroger and Albertsons had argued that the suit didn't qualify as an action under the Clayton Act because the states didn't specifically list a Clayton Act claim. The grocers also asserted that the preliminary injunction didn't satisfy the "substantially prevailed" standard. The court rejected those arguments, agreeing with the states that they "litigated their Clayton Act claim and received their requested relief." The plaintiffs "pleaded the Clayton Act throughout their complaint" despite not listing distinct claims or causes of action, according to Friday's order. "Additionally, there is no other authority under which state plaintiffs could have brought this action," the court ruled. While the FTC brought claims against the grocers under the FTC Act, the states — Arizona, California, Illinois, Maryland, Nevada, New Mexico, Oregon, Wyoming, and the District of Columbia — had argued that they weren't eligible to sue under that statute. Further, defendants themselves admitted in their filings that each state plaintiff was "seeking relief pursuant to the Clayton Act," Judge Nelson noted. "Congress chose to require an award of attorney's fees to a prevailing party in any action under the Clayton Act," she added, "and that choice should be given effect." As for whether the Oregon court's December 2024 temporary injunction blocking the merger was a sufficient victory for states to recoup their costs, Judge Nelson wrote that the question was answered by a 1984 Ninth Circuit opinion in Southwest Marine Inc. v. Campbell Industries, "under which a preliminary injunction is sufficient to establish that state plaintiffs substantially prevailed." While a 2025 U.S. Supreme Court ruling in Lackey v. Stinnie held that only "judicial relief on the merits" — not preliminary injunctions — were eligible for fees, the judge wrote, that standard applied to a separate law, 42 U.S.C. Section 1988. Plaintiff states in the current case, meanwhile, sued under Section 16 of the Clayton Act. Judge Nelson ruled that the Lackey decision left the Ninth Circuit's Southwest Marine precedent "undisturbed." Despite numerous subsequent high court decisions since Southwest Marine, she explained, justices have given "repeated direction to carefully distinguish among the fee-shifting standards created by Congress." In light of those instructions and "the express language of Lackey itself stating that its holding does not apply to statutes like [the Freedom of Information Act], the court concludes that Lackey's interpretation of Section 1988 does not control here." "Because state plaintiffs were awarded some relief by the court, after a substantial hearing on the merits, and because that change is final, they substantially prevailed within the meaning of Section 16" of the Clayton Act, Judge Nelson ruled. In addition to the suit from FTC and the plaintiff states, the merger was also challenged in Washington state court by that state's attorney general. Both courts halted the proposed merger. Judge Nelson issued a preliminary injunction, while the Washington court permanently blocked the deal. The companies subsequently dropped their plans to combine. Counsel for the grocery stores did not immediately respond to requests for comment Friday. Counsel for Oregon also did not immediately respond. The states are represented by their respective attorneys general's offices or departments of justice. Albertsons is represented by David H. Angeli and Peter D. Hawkes of Angeli & Calfo LLC, Enu A. Mainigi, Jonathan B. Pitt, William Ashworth, Beth A. Stewart, A. Joshua Podoll, Thomas W. Ryan and Tyler Infinger of Williams & Connolly LLP, and James A. Fishkin, Michael Cowie, Elena Kamenir, Howard M. Ullman, Ross Ufberg and Yosef Weitzman of Dechert LLP. Kroger is represented by B. John Casey, Rachel Lee and Jacob Goldberg of Stoel Rives LLP, Matthew M. Wolf, Sonia K. Pfaffenroth, Joshua M. Davis, Jason C. Ewart, Michael E. Kientzle, Matthew M. Shultz, David B. Bergman, Michael L. Walden, Yasmine Y. Harik, Barbara H. Wootton, Christian Schultz, David Emanuelson, Mei-Wah Lee, Wilson DeLoss Mudge, John A. Holler, Brian K. Condon and Jeremy T. Kamras of Arnold & Porter Kaye Scholer LLP and Mark A. Perry, Luke Sullivan, Luna N. Barrington, Sarah M. Sternlieb, Bambo Obaro, Thomas B. Fiascone and Rebecca Sivitz of Weil Gotshal & Manges LLP. The case is Federal Trade Commission et al. v. Kroger Co. et al., case number 3:24-cv-00347, in the U.S. District Court for the District of Oregon.

Feb 27

4 min

David J. Greene Weil Gotshal & Manges LLP has announced it hired a former Simpson Thacher & Bartlett LLP private funds attorney, who is joining the team in New York and Washington, D.C., to work on fund formation matters and the operation and management of private investment funds. David J. Greene has been welcomed to Weil as a partner in the firm's private funds group, it said in a statement Monday. He will represent clients in global fundraising matters, in structuring U.S. and international investment and operating platforms, and in negotiating strategic partnerships and co-investments, the firm highlighted. Greene also advises sponsors across the energy, infrastructure, power and renewable industries, and he works with oil and gas sponsors, financial services sponsors, and with other private investment strategies, according to the statement. In an email to Law360 Pulse Tuesday, Greene said his practice is a broad-based, alternative asset management practice that works with all sizes of funds, from startup venture funds to funds valued at over $15 billion. He has worked across a variety of strategies, he said, including with infrastructure, credit, buyouts and secondaries. "Weil's private funds group has a global footprint, with more than 90 full-time dedicated private funds lawyers in the United States and Europe," Greene said. "The firm covers a broad range of the fund sponsor spectrum, from some of the largest, most well-established players to emerging participants. Not only is the practice moving from strength to strength, but I've found my new partners to be wonderfully collegial and friendly. I'm excited to be part of the growth story here at Weil." For Greene, trends in the market are leaning toward innovation and consolidation, with many private equity clients trying "to look around the corner to meet their investor's needs," through new strategies, or structures. "Secondly, consolidation across the industry is continuing to accelerate with a number of recent control deals in the asset management space," he added. "We are uniquely positioned to partner with clients on these assignments by bringing together a multidisciplinary team of M&A, regulatory, private funds and tax practitioners." Andrew Chizzik, co-head of Weil's U.S. private funds group, told Law360 Pulse that Greene's new role "underscores the continued expansion" of the private funds practice, and the level "of market demand we're seeing from sponsors across strategies." "We're advising on an increasingly broad range of [funds], structures and strategic initiatives, and adding a partner of David's quality and experience strengthens our ability to support clients at scale across the global platform," Chizzik said in an email. "In addition to being an outstanding attorney, David is also a wonderful human being, and we couldn't be more excited about him joining our platform." A University of Virginia School of Law graduate, Greene started his career at Latham & Watkins LLP, where he spent more than 12 years. He joined Simpson Thacher in 2017, according to his LinkedIn profile. Barry Wolf, executive partner with Weil, said in a statement that Greene is "a highly accomplished private funds lawyer with deep technical expertise and a strong reputation for client service." "We are thrilled to welcome him to Weil and confident that he will be an excellent substantive and cultural fit both for the private funds group and the firm more broadly," Wolf said. Michael J. Aiello, chair of Weil's corporate department, said in a statement that Greene's "impressive combination of sophisticated fund formation experience and commercial judgment" will be a benefit to the firm's clients. "He has advised a broad spectrum of fund clients, including institutional sponsors, and his arrival strengthens our ability to support clients in today's increasingly complex and competitive environment," Aiello said of Greene.

Feb 24

3 min