The complaint filed in the United States District Court for the Southern District of New York centers on approximately 162.1 million shares issued during the January 2026 exchange. Plaintiffs allege that while the registration statement promised compliance with all applicable laws and "reasonable best efforts" to secure regulatory approval, Compass executives allegedly employed a politically connected lawyer to circumvent a Second Request from the DOJ Antitrust Division. This strategy reportedly remained undisclosed in the official offering materials, only coming to light following subsequent congressional inquiries and an antitrust investigation by the New York Attorney General.

Since the merger, the value of the issued shares has dropped by more than 28%. For pension funds, endowments, and ERISA fiduciaries, the litigation raises questions regarding their duty of prudence in evaluating potential asset recoveries. Joseph E. Levi of Levi & Korsinsky, LLP, which is representing the class, noted that the case hinges on whether the alleged omissions regarding the regulatory approval process misled shareholders at the time of the exchange. While institutional investors with the largest losses are often prioritized for lead plaintiff appointments, those who choose not to seek this role remain eligible as absent class members for any potential recovery.