David A. Freedman

Affiliates of Fort Partners, a privately-held real estate and hospitality development firm; Dacra, a real estate development company; Raycliff Capital, a private equity and venture capital firm; and Constellation Hotels Holding, a private real estate investment group, announced the closing of a strategic venture to purchase properties located in the Miami Design District from Apollo Commercial Real Estate Finance. Under the venture, the partnership plans to develop a luxury mixed-use hotel and residential complex in the heart of the Miami Design District. Latham & Watkins LLP advised Constellation Hotels Holding on the transaction with a deal team led by New York partner and Global Co-Chair of the Real Estate Practice Michelle Kelban and New York partners Betsy Jaffe and David Freedman, with counsel Aaron Friberg and associates Horton McKinney, Andrew Messer, Aida Vajzovic, and Lucas Fernandez-Rocha.~~

Jan 5

1 min

Former FDA commissioners argued that Trump-era religious exemptions for birth control coverage jeopardize public health and distort medical science, in an amicus brief filed Monday with the Third Circuit. The filing marks a mounting reescalation in the decade-long battle over the Affordable Care Act's contraceptive mandate, which may soon return to the U.S. Supreme Court. Former Commissioner Dr. Margaret Hamburg, former acting Commissioner Dr. Stephen J. Ostroff, and former Associate Commissioner Dr. Peter Lurie argue that the Trump administration distorted medical science around contraceptives in the final FDA rules to justify the sweeping religious and moral exemptions. "Defendants have attempted to use known side effects as the rationale to change their position and cast doubt on the safety and effectiveness of an entire category of FDA-approved products, all without conducting any of the same rigorous, scientific evaluation that led to their approval and ongoing marketing," the former commissioners wrote in their brief. The rules, which were vacated by a Pennsylvania federal court last summer, allow employer-sponsored health plans to bypass the requirement to cover FDA-approved contraception at no cost to employees. The former commissioners argue the rules prioritize religious objections over medical necessity and should not be resuscitated. If the Little Sisters of the Poor, the religious order intervening in the case, loses this appeal, the U.S. Supreme Court may be called on to decide whether government policy can legally prioritize "sincerely held beliefs" over established scientific consensus. According to federal agencies' own estimates published in the Federal Register, a win for the employers could strip no-cost birth control from over 100,000 women. The former FDA officials emphasized that the "uncertainty" that the government claims regarding the safety and efficacy of FDA-approved birth control do not meet the legal standards required by the Administrative Procedure Act to change government policy. They accused the administration of using "cherry-picked" data to exaggerate health risks while ignoring decades of rigorous FDA monitoring. The legal saga began in 2017 when New Jersey and Pennsylvania challenged the new exemptions. While the U.S. Supreme Court affirmed the government's statutory authority to create such exemptions in 2020, it left the door open for claims that the rules were "arbitrary and capricious." In August, U.S. District Judge Wendy Beetlestone ruled exactly that, vacating the exemptions as invalid. The district judge held that government agencies promulgated the rules based on misinterpretations of the law and voiced her concerns with the government's backtracking as to the safety and effectiveness of birth control. "Indeed, in the face of prior, contradictory findings that contraception is safe and effective, and without evidence to refute said conclusions, the agencies' change-in-position 'runs counter to the evidence,' and for that reason, too, the rules are arbitrary and capricious," Judge Beetlestone wrote. On appeal, the government argued that Judge Beetlestone was "circumventing the Supreme Court's decision by dressing up old (and rejected) arguments in new garb," while the Little Sisters of the Poor claimed that without the exemptions, the mandate discriminates against its Catholic faith. The states, in their brief, argue the agencies manufactured a medical controversy that did not previously exist — claiming "significantly more uncertainty and ambiguity" on the "health effects of contraception and pregnancy" — while declining to take a position on empirical questions. "This 'just-asking-questions' approach does not constitute agency expertise," the states argued. The former FDA officials agreed, stating in their amicus brief Monday that the Trump administration manufactured "scientific uncertainty" about the safety and efficacy of contraceptives in direct contradiction of the FDA's own approval process. FDA approval is a "rigorous process that ensures the safety and effectiveness of drugs and devices," the former commissioners said. They argue that the final rules fail to identify any novel health concerns associated with covered contraceptives or any data supporting "uncertainty" as to the health effects or effectiveness of these drugs. Representatives and counsel for the parties did not immediately respond to requests for comment Tuesday. Former FDA official amici are represented by Lisa S. Mankofsky of the Center for Science in the Public Interest. New Jersey is represented by the state's Attorney General Jennifer Davenport, Solicitor General Jeremy M. Feigenbaum, Deputy Solicitor General Shankar Duraiswamy, and Deputy Attorneys General Janine S. Balekdjian, Joshua P. Bohn, and Meghan Musso. Pennsylvania is represented by General Counsel of the Commonwealth of Pennsylvania Jennifer C. Selber, Executive Deputy General Counsel Michael J. Fischer, and Deputy General Counsel Aimee D. Thomson. Intervenor-appellant Little Sisters of the Poor are represented by the Becket Fund for Religious Liberty, Paul D. Clement and Erin E. Murphy of Clement & Murphy, and Nicholas M. Centrella of Clark Hill. The federal appellants are represented by Assistant Attorney General Brett A. Shumate, Deputy Assistant Attorney General Eric D. McArthur, and Appellate Staff Civil Division attorneys Sharon Swingle, Derek Weiss, and Jacob Christensen. The case is Commonwealth of Pennsylvania et al. v. President United States of America et al. and Little Sisters of the Poor Saints Peter and Paul Home, case numbers 25-2575 and 25-2662, in the U.S. Court of Appeals for the Third Circuit.

Mar 3

4 min

U.S. Supreme Court justices seemed skeptical Monday that people who occasionally smoke marijuana at parties, or sometimes unwind with a weed gummy after a hard day's work, are the kinds of dangerous individuals who may be constitutionally prohibited from owning guns. The court heard roughly two hours of oral arguments in a case that could end criminal prosecutions of habitual marijuana users under Section 922g(3) of the federal Gun Control Act. The Second Amendment challenge from defendant and admitted weed user Ali Danial Hemani follows landmark Supreme Court rulings fundamentally reshaping gun rights in the U.S.. Using the test announced in the court's 2022 ruling in the Bruen case, Hemani's lawyer argued to the justices Monday that the federal ban on users of weed and other drugs from owning firearms has no support from the nation's founding era. An attorney for the federal government, Principal Deputy U.S. Solicitor General Sarah Harris, pointed to 18th century laws about "habitual drunkards" as historical support for the modern gun ban for drug users. She said those laws reflect the public safety concerns regarding certain individuals, and that current law should not be "trapped in amber." Hemani's attorney, Erin Murphy, countered those laws were aimed at "habitual drunkards—not to habitual drinkers," arguing that disarming occasional drug users is a step further than doing so for addicts who pose a danger to themselves and others. Several justices from both the conservative and liberal blocs of the court seemed to agree. Justice Neil Gorsuch said it would have taken a serious addiction to alcohol to be considered a "habitual drunkard" in the late 18th century, a time when "John Adams took a tankard of hard cider with breakfast" and Thomas Jefferson considered his consumption of alcohol temperate by virtue of only having three glasses of wine each night. Gorsuch contrasted those habits with someone today who has "one gummy bear every other night with a medical prescription" and would still be prohibited under federal law from owning guns. Justice Amy Coney Barrett raised similar concerns with the ban's scope. "What is the government's evidence that using marijuana a couple times a week makes someone dangerous?" she asked Harris. Trump Administration Fighting to Save Gun Ban The justices are reviewing a U.S. Court of Appeals for the Fifth Circuit decision that the gun ban is unconstitutional when used to prosecute drug users who were not actually high at the time of their arrest for firearm possession. Here, that meant that prosecutors could not use Hemani's admission to being a marijuana user as the sole basis for prosecuting him under Section 922g(3). The dual U.S.-Pakistani citizen was investigated by the Federal Bureau of Investigation over his alleged ties to the Iranian military. The U.S. government says that, during the execution of a search warrant at his home, FBI agents found a Glock 9mm, marijuana and cocaine, after which he admitted to using marijuana. Under the law, it is a crime for “any person who is an unlawful user of or addicted to any controlled substance" to posses a firearm. The U.S. Justice Department is urging the Supreme Court to reverse that decision, saying it would decimate federal prosecutions under the law. Notably, Hunter Biden was also prosecuted and convicted under the law before being pardoned by former President Joe Biden, his father. Enacted with the 1968 Gun Control Act, the federal gun ban for drug users has long included the recreational or medical use of marijuana, which, despite being allowed in some form by the overwhelming majority of states, is still classified as a “controlled substance” under federal law. President Donald Trump has recently announced a possible reclassification of marijuana from Schedule I to Schedule III but it is still criminalized at the federal level. Unlikely Alliances The Hemani case has scrambled traditional ideological alliances in major gun cases at the high court. Trump’s Justice Department, for instance, has aligned with gun control groups like Everytown for Gun Safety to uphold the law. The Republican administration has drawn some criticism from gun rights groups over its position in the case as it continues to tout its “ironclad commitment to protecting the Second Amendment rights of law-abiding Americans.” Meanwhile, the American Civil Liberties Union joined Hemani's legal team in arguing that his prosecution violates the Second Amendment. In 2022, the civil rights group had opposed the court's significant expansion of gun rights in New York State Rifle & Pistol Association v. Bruen. Monday's hearing in the case was no exception. Justice Ketanji Brown Jackson, perhaps the court's most liberal member, seemed to agree with Hemani's argument that there is no founding analog to Section 922g(3)'s broad prohibition on firearm possession by habitual drug users. "I think your argument falls apart under the Bruen test," she told Harris. Jackson also expressed frustration that the federal government had taken inconsistent positions with respect to the Bruen test, noting its support of a Second Amendment challenge to a Hawaii gun restriction also before the court this term. "I don't understand how this works anymore in any meaningful way," she said. On the other hand, three members of the bench—Chief Justice John Roberts Jr. and Justices Elena Kagan and Samuel Alito Jr.—seemed more inclined to uphold the gun ban. Roberts and Alito pushed back against arguments from Hemani's lawyer, Murphy, that the Second Amendment requires courts to make individualized determinations about a defendant's dangerousness in any criminal prosecution under Section 922g(3). Roberts suggested that would require district judges around the country to start calling expert witnesses and weighing the scientific evidence about particular drugs listed under the Controlled Substances Act. The chief justice said that would show a "fairly cavalier approach" to the expertise and judgment "we leave to Congress and the executive branch. Alito cited his past writings in Second Amendment cases in suggesting that 922g(3) is a valid backstop against concerns that expanding the constitutional right would imperil public safety. Indeed, Harris said striking down aspects of the drug ban "makes an absolute hash" of Section 922(g)3 and would require courts to start making individualized determinations about other gun prohibitions, which she called the "cornerstone" of gun violence prevention in the United States. Kagan, meanwhile, raised a hypothetical about a recreational user of the South American psychedelic hallucinogen ayahuasca. "It's definitely going to fail your test," Kagan told Murphy. Gorsuch, offering help to Murphy as she fielded questions from the bench, said the court would not need to "get into much of this" to resolve the case. The court could merely say that Hemani's admitted marijuana use does not render him akin to the "habitual drunkard" under 18th century law. "We are very happy to prevail on that narrow ground," replied Murphy, of Clement & Murphy. The court is expected to render its decision by July. The case is U.S. v. Hemani, No. 24-1234.

Mar 2

5 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

XAI has told a California federal judge that the state had fallen short of its obligations to inform the court and the company if it planned to institute any enforcement actions when responding to a court order, with xAI reiterating its request for the court to block a law that would require data used to train artificial intelligence be disclosed. The state's refusal to say whether the AI company's current disclosures had satisfied the state showed how the disclosure law is unconstitutionally vague, xAI said in a Monday brief. The company had asked the court for a preliminary injunction against enforcement of Assembly Bill 2013 in January, saying the law would force companies to reveal trade secrets to competitors. At a Feb. 23 hearing, U.S. District Judge Jesus Bernal ordered California to file a statement as to whether it had any current intention to institute an enforcement action against xAI based on disclosures it had already made. The state responded on Feb. 27 that it "cannot comment on whether or when the Attorney General intends to pursue specific enforcement actions." On Monday, xAI cited the 2025 Ninth Circuit case Foothills Christian Ministries v. Johnson, which found that the "failure to disavow enforcement is sufficient to establish a credible threat of prosecution." The state, xAI argued, was trying to preserve its ability to bring an enforcement action. "What is more, the state's refusal to say whether xAI's disclosures satisfy xAI's obligations under A.B. 2013 underscores that the statute is unconstitutionally vague," the brief said. "If the state is unwilling (or unable) to say what its own statute requires, it is hard to see how parties regulated by the statute are supposed to make that determination." The state was saying that it can be vague about what its law requires and receive the authority to bring enforcement actions if it later decides parties did not comply, xAI said. But that position leads to the sort of arbitrary enforcement, particularly against companies with "disfavored viewpoints," prohibited by the due process clause and the First Amendment of the U.S. Constitution, xAI said. Counsel for xAI did not immediately respond to requests for comment, nor did a representative for the California Attorney General's Office. XAI is represented by Erin Murphy, Ilan Posner, James Xi, Matthew Rowen and Mitchell Pallaki of Clement & Murphy PLLC and Adam Sieff of Davis Wright Tremaine LLP. The state is represented by Joseph Meeker and Kristin Liska of the California Office of the Attorney General. The case is X.AI LLC v. Bonta, case number 2:25-cv-12295 in the U.S. District Court for the Central District of California.

Mar 3

2 min