Jonathan Zonis (He/Him)

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

Clifford Chance advises E&I Engineering Group on its $1.8bn sale to digital infrastructure provider Vertiv International law firm Clifford Chance has advised E&I Engineering Group on its acquisition by Vertiv, a global provider of digital infrastructure solutions. E&I is a leading independent provider of electrical switchgear and power distribution systems, pioneering unique in-house integrated power solution designs and technology. The transaction builds on Clifford Chance's sector expertise across a range of corporates, notably technology focused companies. Clifford Chance's cross-border, multidisciplinary team included lawyers from the London, New York, and UAE offices. The team was led from London by Corporate Partners Lee Coney and Christopher Sullivan, supported by associates Oliver Marcuse, Catherine Freeman, Monica Gemes, Holly Vaudry and Amelia Bennett. Other team members included Partners Jennifer Storey (Antitrust), Mike Crossan (Employment), Sonia Gilbert (Incentives) and Senior Associate Nicola Hemsley (Tax). Advice from New York was provided by Partners Kevin Lehpamer and Jonathan Zonis, and associate Christine Kim. Support from the UAE was led by Gareth Dray.

Sep 9

1 min

Fried, Frank, Harris, Shriver & Jacobson has added two partners in its mergers and acquisitions and private equity practice, as the firm seeks to further bolster its trans-Atlantic transactional offerings. Kirkland & Ellis’ Rhett McPhie joined Fried Frank in London, and Morgan, Lewis & Bockius’ Nathan Pusey joined the firm in New York on Tuesday. Both were partners at their former firms and are the latest in a series of lateral additions Fried Frank has made to its M&A team in recent months. Steven Epstein, Fried Frank’s managing partner and co-head of the M&A and PE practice group, said in an interview that growing that practice area has been a priority for the firm. Fried Frank works on a financial year that ends February 27, last Friday, and Epstein said that the M&A group's performance in 2025 was some of the best it has ever seen. Epstein did not speak to specific revenue figures for the firm, but said that in 2025, Fried Frank saw close to $5 trillion in deal volume in the M&A space at large, a number which he said would make it the second strongest year in the M&A space behind 2021, which just surpassed $5 trillion in deal volume. According to Epstein, the market had more than 70 deals in 2025 valued at $10 billion or more, and he expects to see continued strength in the market despite the ongoing uncertainties in the economic and political landscape. “A lot of the uncertainties .. remain for boardrooms and C-suites, like affordability, inflation, interest rates, geopolitical risks, tariffs, onshoring production, or onshoring manufacturing,” Epstein said. “They existed in 2024, 2025, and they persist in 2026. Having said that, I think a lot of C-suites and boardrooms have learned how to price those risks into their transactions. And what you're seeing is very large transactions getting done.” Much of the firm's client work is happening across borders between the United Kingdom and the United States, Epstein said, noting that this is supported by Fried Frank’s years-long project to expand its asset management and M&A and private equity offerings into London. According to Epstein, the growth of Fried Frank’s offerings in London has led to an organic client growth in the area that overlaps with the firm’s clients in America, which then led to trans-Atlantic deals. Lateral partner additions like McPhie and Pusey help meet increased demand in the M&A and private equity space, Epstein said. Including those two new laterals, Epstein said the practice now has 26 partners and just over 100 total lawyers across the firm. A representative for Morgan Lewis said in an email to Law.com that the firm wishes Pusey well. Representatives for Kirkland did not immediately respond to requests for comment on McPhie’s departure. The trans-Atlantic growth effort has involved several lateral hires, including McPhie and Pusey. At the beginning of February, Fried Frank also added Pillsbury Winthrop Shaw Pittman’s mergers and acquisitions and private equity practice leader Stephen Amdur in New York. In Washington, D.C., the firm added antitrust partner Shawn Johnson from Crowell & Moring in January. The firm also took another mergers and acquisitions partner from Kirkland, Saif Shah Mohammed, for its D.C. office in December, making McPhie the second Kirkland mergers and acquisitions partner to move to Fried Frank in the last six months. While the firm has been adding lateral partners to its mergers and acquisitions and private equity practice, it has also lost partners in that same practice over the past few months. In September, the firm lost two mergers and acquisitions partners when Andrea Gede-Lange moved to Clifford Chance and Thomas Lee went to Latham & Watkins, both in New York. Epstein said that the firm has made and added more partners to the mergers and acquisitions and private equity team than it has lost. He said competition for strong talent remains robust, and the firm is itself in talks with more potential laterals for the mergers and acquisitions and private equity practice, as well as other practices like antitrust, though he declined to provide specific names.

Mar 3

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

New York – Sidley is pleased to announce that Juan A. Arteaga, a former Deputy Assistant Attorney General (DAAG) in the U.S. Department of Justice (DOJ) Antitrust Division, has joined the firm’s office in New York as a partner in the Antitrust and Competition practice. Mr. Arteaga joins from Crowell & Moring, where he was chair of the New York Antitrust practice. Mr. Arteaga is a Chambers-ranked antitrust litigator and first-chair trial lawyer who advises companies, boards of directors, and executives in high-stakes civil and criminal antitrust investigations and litigation in federal district and appellate courts across the United States. As a former DAAG in the DOJ Antitrust Division, he brings extensive experience guiding clients through a broad range of civil (both merger and conduct) and criminal antitrust investigations conducted by the DOJ, Federal Trade Commission, and State Attorneys General. Mr. Arteaga has successfully defended leading corporations, executives, and directors in numerous “bet-the-company” litigation and trials, including government enforcement actions, multidistrict litigation, and class actions. As a DOJ DAAG, he oversaw numerous complex merger and conduct investigations across a wide range of industries, including technology, financial services, healthcare, defense and aerospace, transportation, consumer products, higher education, and telecommunications. During his DOJ tenure, he played a leading role in multiple merger challenges that resulted in transactions being abandoned or blocked following trial. “Juan is a market-leading antitrust practitioner whose senior DOJ experience further strengthens Sidley’s ability to advise clients on their most complex and sensitive matters,” said Yvette Ostolaza, Chair of Sidley’s Management Committee. “His judgment, credibility with enforcers and regulators, and depth across investigations and merger reviews make him integral to the continued growth of our Antitrust and Competition practice.” “Juan’s arrival further strengthens Sidley’s global antitrust platform, particularly in New York, where clients increasingly face complex enforcement risk and follow-on litigation,” said Nancy Chung, managing partner of Sidley’s New York office, head of the Litigation group in New York, and a member of the firm’s Management Committee and Executive Committee. “He brings a combination of government insight, trial experience, and practical business judgment that our clients value highly.” In addition to being a leading antitrust practitioner, Mr. Arteaga has extensive experience representing corporations and financial institutions in complex commercial litigation, including representing clients in securities fraud actions, shareholder derivative actions, and contract disputes. Mr. Arteaga’s arrival follows the addition of several partners to Sidley’s New York office in 2026, including Ji Hye You and Leah Edelboim in Global Finance, and Cliff Cone, Michael Sabin, and Dan Drabkin in Investment Funds. In 2025, Sidley added multiple partners to the office, including Mary Marks in Antitrust and Competition; Matthew Podolsky in White Collar Defense and Investigations; Ian McGinley in Securities Enforcement and Regulatory; David Grubman, Adam Cromie, George Hunter, and Demetrius Warrick in M&A; Andrew Colosimo, Patrick Greeley, Shant Manoukian, Andrew Fadale, and David Perkins in Private Equity; Chris Jackson in Global Finance; Kristin Lee in Banking and Financial Services; Amy Rubin in Employee Benefits and Executive Compensation; and Bonnie Neuman, Nicholas Brandfon, and Melissa Hinkle in Real Estate. Sidley’s Antitrust practice represents public and private corporations, funds, individuals, and associations in cases involving claims of price fixing, market allocation, actual or attempted monopolization, price discrimination, resale price maintenance, refusals to deal, information exchanges, improper dealer terminations, and other alleged antitrust violations. We have also litigated private and public challenges to proposed mergers and acquisitions. Sidley is “Built to Win®” at each stage of the litigation process and counts more than 750 litigators worldwide. With true geographic reach, the firm can field winning litigation teams in virtually any forum where its clients find themselves facing a dispute. Sidley is an elite global law firm. With approximately 2,300 lawyers and 160 years of experience, we have established a reputation for deploying innovative legal strategies to achieve powerful results for our clients in complex transactional, restructuring, crisis management, investigation, regulatory, and litigation matters. Our perspective and reach are truly global, supported by 21 offices strategically situated in key commercial, regulatory, and financial centers across the world. Our lawyers and business professionals, fluent in more than 75 languages, possess the cultural awareness and cross-border legal acumen needed to bring clarity to a dynamic business landscape. Attorney Advertising—Sidley Austin LLP is a global law firm. Our addresses and contact information can be found at www.sidley.com/en/locations/offices. Sidley and Sidley Austin refer to Sidley Austin LLP and affiliated partnerships as explained at www.sidley.com/disclaimer.

Feb 18

3 min