Stockholders Sue Anywhere Over Compass Merger disclosures

Anywhere Real Estate is facing three lawsuits from purported stockholders regarding its proposed acquisition by Compass. In a document filed with the Securities and Exchange Commission (SEC) last Monday, the firm disclosed that it is currently dealing with three lawsuits filed in mid-December in courts in New York and New Jersey.

The complaints, filed by individuals who claim they are Anywhere stockholders, known as McDaniels, Marino and Drulias, allege that Anywhere had made insufficient financial disclosures to its stockholders.

In their respective complaints, the plaintiffs claim that the joint proxy statement filed by Anywhere and Compass contained misleading or incomplete information regarding the merger. The plaintiffs are demanding a variety of actions from Anywhere and the court, including that the firm make corrective disclosures, an injunction to stop the merger unless they are provided with additional information and potential damages if the acquisition proceeds. 

In addition to these lawsuits, Compass and Anywhere have also received demand letters from other stockholders, who had similar concerns about the disclosures. Additionally, an analysis of RealTrends Verified data published by The Capitol Forum in mid-December found that the proposed acquisition could create market share concentrations “well above presumptively illegal thresholds,” in at least a dozen states. This includes more than 80% market share in both Newport Beach, California and Manhattan. The analysis included Anywhere’s owned and franchised business.

The companies are also facing scrutiny from federal lawmakers. In mid-December, Sens. Elizabeth Warren (D-Mass.) and Ron Wyden (D-Ore.) sent a letter to antitrust officials at the Department of Justice (DOJ) and Federal Trade Commission (FTC) asking them to consider blocking the proposed acquisition. In the letter, they argue that the acquisition could harm homebuyers by contributing to higher broker fees and limiting access to property listings. 

Anywhere did not immediately return HousingWire’s request for comment.

During the company’s Q3 2025 earnings call with investors and analysts last November, Anywhere CEO Ryan Schneider said in prepared remarks that the “proposed merger with Compass will create the premier platform where agents, franchisees and employees can thrive as we drive meaningful innovation across the real estate experience.”
For its part, Compass has repeatedly maintained that the deal is not anticompetitive.