FTC Antitrust Highlights :: Antitrust Lawyer Blog
July 2, 2010

FTC Chairman Offers Olive Branch, Options to AMA

On June 14, 2010, Federal Trade Commission Chairman, Jon Leibowitz, gave a speech to the American Medical Association in Chicago amid ongoing tension between the two groups with respect to antitrust regulation in the medical industry. In an effort to address the AMA’s concerns, and to bolster a more productive relationship between the organizations, Leibowitz offered an explanation of the FTC’s position on antitrust in the medical arena as well as some promising options for the future of healthcare regulation.

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December 23, 2009

FTC Approves Agrium's Purchase of CF

On December 23, 2009, Agrium Inc. agreed to sell a range of assets as part of an agreement with the FTC that will allow Agrium to move forward with its acquisition of competitor CF Industries Holdings, Inc. The proposed consent order settles allegations that the acquisition would have eliminated competition in the market for anhydrous ammonia fertilizer, a product that farmers rely on to grow their crops.

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December 17, 2009

FTC Sues Intel

On December 16, 2009, the Federal Trade Commission ("FTC") filed an administrative complaint against Intel Corporation ("Intel") alleging that it has engaged in anticompetitive and unfair conduct in order to stifle competition and maintain its monopoly position.

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December 2, 2009

Watson’s Acquisition of Arrow Requires Settlement

On December 2, 2009, the FTC announced an order settling charges that Watson Pharmaceuticals, Inc.’s acquisition of Robin Hood Holdings Limited, owner of Arrow Pharmaceuticals, would have harmed consumers by eliminating future competition for important generic drugs used to treat Parkinson’s disease (cabergoline) and the side effects of chemotherapy (dronabinol).

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November 25, 2009

FTC Allows SCI’s Acquisition of Palm Mortuary With Divestitures

On November 25, 2009, the FTC announced that it approved SCI's acquisition of Palm Mortuary, Inc. ("Palm") as long as it sold a cemetery and funeral home in Las Vegas.

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November 2, 2009

MICHIGAN REALTORS' GROUP REDUCED COMPETITION BY RESTRICTING ACCESS TO ITS MULTIPLE LISTING SERVICE

On November 2, 2009, the Federal Trade Commission (“FTC”) released an opinion stating that the Realcomp II (“Realcomp”), a real estate multiple listing service (“MLS”) serving southeast Michigan, took part in anticompetitive practices by restricting some of its members access to its database.

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October 29, 2009

FTC ALLOWS SCHERING-PLOUGH TO ACQUIRE MERCK

On October 28, 2009, the FTC approved Schering-Plough's $41.1 billion acquisition of Merck, on the condition that certain divestitures were made.

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October 13, 2009

DOJ REQUIRES DIVESTITURES IN AT&T’S ACQUISITION OF CENTENNIAL

On October 13, 2009, the Department of Justice (“DOJ”) settled with AT&T Inc. (“AT&T”) regarding its $944 million acquisition of Centennial Communications Corp. (“Centennial”).

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October 7, 2009

FTC SETTLES REGARDING CARILION’S 2008 ACQUISITION OF TWO OUTPATIENT CLINICS IN VIRGINIA

On October 7, 2009, the Federal Trade Commission (“FTC”) settled its litigation regarding Carilion Clinic's (“Carilion”) acquisition of two outpatient clinics.

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September 25, 2009

FTC SETTLES WITH K+S REGARDING ITS ACQUISITION OF MORTON INTERNATIONAL

On September 25, 2009, the FTC settled with K+S Aktiengesellschaft (“K+S”) regarding its $1.68 billion proposed acquisition of Morton International, Inc. (“Morton”).

The proposed merger would have combined K+S’s subsidiary, International Salt Company LLC (“ISCO”) with Morton. According to the FTC, the combined company would have enjoyed a 70% market share of the bulk de-icing salt market in Maine and Connecticut. There is no practical substitute for de-icing salt and it is unlikely that other salt providers would enter the markets. The transaction could have substantially increased the prices of de-icing salt.

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September 22, 2009

U.S. ANTITRUST AGENCIES TO EXPLORE CHANGES TO HORIZONTAL MERGER GUIDELINES

On September 22, the Department of Justice ("DOJ") and the Federal Trade Commission ("FTC") announced that they will solicit public comment and hold joint public workshops to explore the possibility of updating the Horizontal Merger Guidelines that are used by both agencies to evaluate the potential competitive effects of mergers and acquisitions.

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September 4, 2009

FTC STRESSES NEED TO CONSIDER COMPETITION AND CONSUMER PROTECTION IN NATIONAL BROADBAND PLAN

On September 4, the FTC filed comments in response to the Federal Communications Commission ("FCC") Notice of Inquiry regarding development of a National Broadband Plan that will seek to ensure that every American has access to broadband capability. In its comments, the FTC states that the FCC should take into consideration the FTC’s two primary missions – promoting competition and protecting consumers in the marketplace.

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August 3, 2009

FTC WILL CONTINUE INVESTIGATION OF INTERLOCKING DIRECTORS BETWEEN GOOGLE AND APPLE

On August 3, the Federal Trade Commission said it will continue to investigate the relationship between the boards of Apple, Inc. and Google, Inc. even after Google's CEO, Eric Schmidt, resigned from Apple's board earlier in the day.

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July 29, 2009

FTC READY TO CHALLENGE THORATEC’S PROPOSED ACQUISITION OF HEARTWARE

On July 29, Thoratec reported that it had been informed by the FTC that the FTC would challenge its $282 million acquisition of Heartware. The parties decided to abandon the merger two days later.

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July 24, 2009

FTC CHALLENGES CONSUMMATED ACQUISITIONS

On July 24, 2009, the Federal Trade Commission issued an administrative complaint challenging Carilion Clinic’s August 2008 acquisition of two outpatient clinics in the Roanoke, Virginia, area. Prior to the acquisition, the Center for Advanced Imaging ("CAI") and the Center for Surgical Excellence ("CSE") had strong reputations for offering high-quality care and convenient services at prices much lower than Carilion’s.

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July 6, 2009

ASPEN TECH VIOLATES TERMS OF 2004 FTC CONSENT ORDER RELATED TO ITS PURCHASE OF HYPROTECH, LTD.

On July 6, 2009, the Federal Trade Commission (“FTC”) modified a 2004 consent order against Aspen Technology, Inc. (“Aspen Tech”).

On May 31, 2002, Aspen Tech consummated a $106.1 million acquisition of Hyprotech, Ltd., its closest competitor in developing and supplying certain specialized engineering
process simulation software products, according to the FTC. In August 2003, the FTC challenged the acquisition stating that the transaction would violate antitrust statutes and lessen competition in several U.S. software markets. In July 2004, Aspen Tech, through an FTC consent order, was required to divest software assets to Honeywell International, Inc. (“Honeywell”).

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June 4, 2009

FTC SETTLES PRICE FIXING CHARGES AGAINST DOCTOR GROUP

On June 4, 2009, Alta Bates Medical Group, Inc. ("Alta Bates"), a 600-physician independent practice association serving the Berkeley and Oakland, California, area, agreed to settle Federal Trade Commission charges that it violated the antitrust laws by fixing prices charged to health care insurers. The proposed consent order agreed to by the doctor group and the FTC prohibits Alta Bates from collectively negotiating fee-for-service reimbursements and engaging in related anticompetitive conduct.

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May 27, 2009

FTC AUTHORIZES SUIT TO BLOCK CSL’s PROPOSED ACQUISITION OF TALECRIS

On May 27, the Federal Trade Commission filed an administrative complaint o block CSL Limited’s proposed $3.1 billion acquisition of Talecris Biotherapeutics Holdings Corporation. The administrative complaint alleges that the deal would be illegal and would substantially reduce competition in the U.S. markets for four plasma-derivative protein therapies – Immune globulin (Ig), Albumin, Rho-D, and Alpha-1. These therapies are used to treat patients suffering from illnesses such as primary immunodeficiency diseases, chronic inflammatory demyelinating polyneuropathy, alpha-1 antitrypsin disease, and hemolytic disease of the newborn.

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May 21, 2009

HSR RULES MUST BE TAKEN SERIOUSLY

On May 3,2004, the Department of Justice's ("DOJ") Antitrust Division, at the request of the Federal Trade Commission ("FTC"), filed two civil suits against alleged violators of pre-merger notification filing requirements under the Hart-Scott-Rodino ("HSR") Act of 1976. The HSR Act imposes notification and waiting period requirements on individuals and companies over a certain size before they can consummate acquisitions of stock or assets valued at more than $50 million. The purpose of the HSR Act is to provide federal antitrust enforcement agencies an opportunity to investigate proposed transactions and determine whether the transactions would violate the antitrust laws. If the reviewing agency determines that a transaction violates the antitrust laws, it may seek to block that transaction before the waiting period expires. Therefore, the antitrust agencies take HSR violations very seriously, even ones where no competition overlaps exist. Indeed, a party is subject to a maximum civil penalty of $11,000 a day for each day it is in violation of the HSR Act.

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May 5, 2009

FTC INVESTIGATING GOOGLE, APPLE

On May 5, it was reported by various news sources that the Federal Trade Commission opened an investigation into whether an overlap of directors on the boards of Apple Inc. and Google Inc. violates the antitrust laws,

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April 2, 2009

FTC BLOCKS BASF/CIBA $5.1 BILLION MERGER

On April 2, 2009, the Federal Trade Commission (“FTC”) required BASF, a world leading chemical company based in Germany, to divest assets related to two high performance pigments of Ciba Holding Inc (“Ciba”) in order for BASF’s proposed $5.1 billion acquisition of Ciba to proceed after the statutory public comment period of 30 days. It issued a consent order that would significantly reduce remedy the anticompetitive impact of the proposed transaction in the bismuth vanadate and indanthrone blue (two high-performance pigments) markets.

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April 1, 2009

FTC’S ACTING DIRECTOR OF THE BUREAU OF COMPETITON TO STEP DOWN IN MAY 2009

On April 1, 2009, the Federal Trade Commission (“FTC”) announced that Acting Director of the Bureau of Competition, David P. Wales would step down in May. Mr. Wales joined the FTC as Deputy Director of the Bureau of Competition in April 2006 and took on his current role in August 2008. He has led the FTC’s Bureau of Competition in bringing more than 20 enforcement actions. Wales directed several litigated enforcement efforts that blocked proposed mergers in CCS/Newpark Environmental Services, Oldcastle/Pavestone, and CCC/Mitchell.

Robert Doyle
(202) 589-1834
rdoyle@dbmlawgroup.com

March 26, 2009

BRISTOL-MYERS TO PAY $2.1 MILLION FOR FAILURE TO DISCLOSE AGREEMENT TO DELAY GENERIC ENTRY OF PLAVIX

On March 26, 2009, Bristol-Myers Squibb Company ("BMS") agreed to pay a fine of $2.1 million for failing to inform the Federal Trade Commission of oral agreements reached with Apotex, Inc., regarding potential generic competition to its drug Plavix. BMS’s conduct violated a 2003 FTC Order and the Medicare Modernization Act, which requires that certain patent lawsuit settlment agreements be accurately reported to both the Commission and the U.S. Department of Justice ("DOJ"). The complaint alleges that BMS failed to disclose that, as part of a patent settlement in which Apotex agreed not to launch its generic version of Plavix for several years, BMS also orally said that it would not compete with Apotex during the first 180 days after Apotex entered with its new generic drug.

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March 6, 2009

FTC INTERVENES IN WHOLE FOODS’ ACQUISITION OF WILD OATS

On March 6, 2009, the Federal Trade Commission (“FTC”) ordered Whole Foods Market, Inc. (“Whole Foods”) to divest 32 Wild Oats Markets, Inc. (“Wild Oats”) stores and related assets, which will restore competition in 17 markets.

Whole Foods is the largest premium natural and organic supermarket chain in the United States and Wild Oats is its closest competitor.

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March 4, 2009

FTC SETTLES WITH NAMM ON CHARGES OF ATTEMPTING TO ILLEGALLY CONSTRAIN COMPETITION

On March 4, 2009, the National Association of Music Merchants (“NAMM”) agreed to a Federal Trade Commission (“FTC”) consent order settling charges of NAMM’s conduct that enhanced members’ ability to increase prices of musical instruments.

NAMM is a trade association of U.S. manufacturers, distributors, and dealers of musical instruments. As a trade association, its purpose is to facilitate promotion of consumer demand for musical instruments by lobbying the government, offering seminars, promoting music education, and organizing trade shows.

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February 26, 2009

FTC INTERVENES IN LUBRIZOL’S ASSET ACQUISITION IN 2007 FROM RIVAL LOCKHART

On February 26, 2009, the Federal Trade Commission (“FTC”) intervened in Lubrizol Corporation’s (“Lubrizol”) 2007 acquisition of oxidate assets from its rival The Lockhart Company (“Lockhart”).

On February 7, 2007, Lubrizol signed an asset purchase agreement with Lockhart to purchase Lockhart’s oxidate assets. Oxidate assets are chemical additives that are used to make rust preventives. This asset purchase agreement violated the FTC Act and the Clayton Act by significantly lessening competition in the oxidates market

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January 29, 2009

FTC INTERVENES IN GENTINGE’S $865 MILLION ACQUISITION OF RIVAL DATASCOPE

On January 29, 2009, Getinge AB (“Getinge”) settled charges with the Federal Trade Commission (“FTC”) in order for its $865 million acquisition of rival Datascope Corporation (“Datascope”) to proceed. The FTC believed that the proposed acquisition violated federal antitrust laws. Datascope is required to divest its endoscopic vessel harvesting (“EVH”) product line to an FTC approved buyer within 10 days of the acquisition date.

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January 23, 2009

FTC INTERVENES IN DOW’S $18.8 MILLION ACQUISITION OF RIVAL ROHM & HAAS

On January 23, 2009, Dow Chemical Company (“Dow”) settled charges with the Federal Trade Commission (“FTC”) in order for its $18.8 million acquisition of rival Rohm & Haas Company (“R&H”) to proceed. Dow agreed to sell a range of assets to an FTC approved buyer and put in place mechanisms to ensure Dow will not have access to competitively sensitive non-public information regarding any businesses the new buyer acquires from Rohm & Haas.

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January 14, 2009

FTC BLOCKS OLDCASTLE ARCHITECTURAL’S ACQUISITION OF RIVAL PAVESTONE

On January 14, 2009, the Federal Trade Commission (“FTC”) filed a suit to block the proposed $540 million assets and interest acquisition of Pavestone Co. (“Pavestone”) by rival Oldcastle Architectural, Inc. (“Oldcastle”) because it would reduce competition in the manufacture and sale of drycast concrete hardscapes.

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December 29, 2008

FTC ORDERS DIVESTITURE IN KING PHARMACEUTICAL’S ACQUISITION OF RIVAL ALPHARMA

On December 29, 2008, the Federal Trade Commission (“FTC”) required a divestiture to resolve antitrust concerns with King Pharmaceuticals, Inc.’s (“King”) $1.6 billion acquisition of Alpharma, Inc. (“Alpharma”). To remedy the situation, the FTC is requiring King to divest Alpharma’s brand Kadian, an oral long-acting opioid (“LAO”) analgesic drug, to Actavis, one of the world’s largest generic drug companies, no later than 10 days of King’s acquisition of Alpharma. According to the FTC, King’s own brand of an oral LAO drug, Avinza, is a close substitute to Kadian for many customers.

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November 25, 2008

FTC MOVES TO BLOCK MERGER BETWEEN CCC INFORMATION SYSTEMS AND MITCHELL INTERNATIONAL

On November 25, 2008, the FTC moved to block a merger between CCC Information Systems Inc (“CCC”), a subsidiary of CCC Holdings Inc., and Mitchell International Inc (“Mitchell”), owned by Aurora Equity Fund III LP.

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October 23, 2008

FTC CHALLENGES PROPOSED ACQUISITION OF NEWPARK ENVIRONMENTAL SERVICES BY CCS CORPORATION

On October 23, 2008, the Federal Trade Commission (“FTC”) challenged CCS Corporation’s (“CCS”) proposed $85 billion acquisition of Newpark Environmental Services (“Newpark”), a division of Newpark Resources, Inc.

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September 2, 2008

MARIAN R. BRUNO NAMED DEPUTY DIRECTOR OF FTC’S BUREAU OF COMPETITION; NORMAN ARMSTRONG, JR. NAMED ACTING DEPUTY DIRECTOR

On September 2, 2008, Marian R. Bruno, the Associate Director of Management and Operations in the Federal Trade Comission’s (“FTC”) Bureau of Competition (“Bureau”), was named the Deputy Director of the Bureau of Competition. Norman Armstrong, Deputy Assistant Director of the Bureau’s Mergers IV Division, has been named Acting Deputy Director. They join Kenneth Glazer, the Senior Deputy Director of the Bureau.

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August 13, 2008

FTC SETTLES WITH SUN PHARMACEUTICAL REGARDING ITS ACQUISITON OF TARO PHARMACEUTICAL

On August 13, 2008, the Federal Trade Commission (“FTC”) ordered Sun Pharmaceutical Industry Ltd (“Sun”) to sell all rights and assets of three distinct generic formulations of the anticonvulsant drug carbamazepine to Torrent Pharmaceutical Ltd, a generic drug company based in India, for its acquisition of Taro Pharmaceutical Industries Ltd. (“Taro”) to proceed.

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August 7, 2008

BUREAU OF COMPETITION DIRECTOR JEFFERY SCHMIDT TO LEAVE FTC

On August 7, 2008, William E. Kovacic, the Federal Trade Commission Chairman, announced that Jeffery Schmidt, the Director of the Bureau of Competition for the past two and half years, will be leaving the FTC. Mr. Kovacic has named David P. Wales, the deputy director of the Bureau of Competition, as the Acting Director.

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July 30, 2008

FTC CHALLENGES MCCORMICK'S ACQUISITION OF UNILEVER'S LAWRY'S AND ADOLPH'S BRANDS

On July 30, 2008, the Federal Trade Commission (“FTC”) entered into a settlement agreement that allows McCormick & Company Inc.’s (“McCormick”) proposed $605 million acquisition of Lawry’s and Adolph's brands of seasoned salt products from Unilever N.V. (“Unilever”) to proceed. According to the FTC’s complaint, McCormick’s Season-All brand competes with Lawry’s brands in the manufacture and sale of branded seasoned salt products in the United States. The complaint indicates that these companies have strong brand followings and that even a five to ten percent increase in prices would not cause consumers to switch brands. As a result of the proposed transaction, the FTC believes that McCormick will control 80% of the market for branded seasoned salts and the company would have the ability to unilaterally increase prices on either brand to the detriment of consumers.

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July 17, 2008

FTC CHALLENGES PERNOD RICARD'S PROPOSED ACQUISITION OF V&S VIN & SPRIT

On July 17, 2008, the Federal Trade Commission (“FTC”) issued a complaint challenging the proposed $9 billion acquisition of V&S Vin & Sprit (“V&S”), a wholly owned corporation of the Kingdom of Sweden, by Pernod Ricard (“Pernod”), a wholly owned subsidiary of France-based Pernod. The FTC contends that the transaction is anticompetitive and violates U.S. antitrust laws.

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July 14, 2008

FTC LAUNCHES ITS FTC GUIDE TO THE ANTITRUST LAWS

On July 14, 2008, the Federal Trade Commission (“FTC”) announced the launch of a new online resource, the FTC Guide to the Antitrust Laws. This resource, written in layman’s terms summarizes the core laws that ban unfair business practices and prevent mergers that harm consumers, and explains how antitrust cases are brought by U.S., State, and international authorities, as well as private parties. Antitrust rules are categorized into four sections: Dealings with Competitors, Dealings in the Supply Chain, Single Farm Conduct, and Mergers.

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June 30, 2008

FTC CHALLENGES PROPOSED ACQUISITION OF INEOS’S SODIUM SILICATE BUSINESSES BY CARLYLE PARTNERS

On June 30, 2008, the Federal Trade Commission (“FTC”), in a 4-0 vote, issued a complaint against the proposed acquisition of INEOS Group Limited (“INEOS”) by Carlyle Partners IV (“Carlyle”). INEOS is the third largest sodium silicate producer and seller in the highly concentrated Midwest region of the United States. PQ Corporation (“PQ”), owned by Carlyle Partners IV, is the largest sodium silicate producer. According to the FTC, the proposed transaction is anticompetitive and in violation of antitrust laws. In the complaint, the FTC contends that PQ has 50 percent of the sodium silicate market while INEOS has 12 percent. Because there is not a close substitute of sodium silicate, which has high transportation costs, other products will not constrain pricing.

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June 6, 2008

INOVA WITHDRAWS MERGER PLANS WITH PRICE WILLIAM HEATH SYSTEM AFTER THOROUGH FTC INVESTIGATION AND LAWSUITS

On June 6, 2008, Inova Health System Foundation (“INOVA”) withdrew its offer to acquire Prince William Health System (“PWHS”) after determining that the FTC’s lawsuit to block the deal would not be resolved for a very long period of time.

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May 16, 2008

U.S COURT OF APPEALS FOR THE FIFTH CIRCUIT AFFIRMS FTC DECISION THAT THE NORTH TEXAS SPECIALTY PHYSICIANS ENGAGED IN ANTICOMPETITIVE PRACTICES

On May 16, 2008, in a unanimous opinion, the U.S. Court of Appeals for the Fifth Circuit affirmed a 2006 Federal Trade Commission (“FTC”) decision that found the North Texas Specialty Physicians (“NTSP”), based in Fort Worth, TX, participated in horizontal price fixing activities.

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May 6, 2008

FTC MODIFIES ORDER PROHIBITING NINE WEST GROUP, INC. FROM FIXING RETAIL PRICES WITH DEALERS

On May 6, 2008 the Federal Trade Commission (“FTC”) modified its previous order in 2000 prohibiting Nine West Group, Inc. from fixing retail prices with dealers. The FTC modified the order by granting Nine West permission to engage in resale price maintenance (RPM) with a caveat that the company would have to provide periodic reports detailing the effects of these agreements on competition in the industry.

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May 5, 2008

FTC ENTERS INTO SETTLEMENT AGREEMENT IN A MERGER WITHOUT A SECOND REQUEST

On May 5, 2008, in 4-0 vote, the Federal Trade Commission (“FTC”) entered into a settlement agreement that allowed Agrium, Inc. to buy UAP Holding Corporation (“UAP”) for $2.5 billion, making UAP a wholly owned subsidiary of Agrium.

Agrium is required to sell five UAP farm stores in Michigan and two Agrium stores in Maryland and Virginia within 180 days of the acquisition. The order requires the divestiture of Agrium’s store in Keller, VA, and that it is sold as a unit with Agrium’s Pocomoke/Girdletree, Maryland store, because the store in Virginia supplies the store in the Maryland region. The order also contains an Order to Hold Separate and Maintain Assets that requires the companies to maintain the assets to be divested pending their sale and provides for the appointment of an interim monitor to oversee the assets to be sold in the relevant markets.

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April 28, 2008

FTC ORDERS REMEDY TO RESTORE COMPETITION BETWEEN EVANSTON NORTHWESTERN HEALTHCARE CORPORATION AND HIGHLAND PARK HOSPITAL

On April 28, 2008, the Federal Trade Commission (“FTC”) issued its final order and opinion enabling the lost competition between Chicago-based Evanston Northwestern Healthcare Corporation (“ENH”) and Highland Park Hospital.

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April 28, 2008

FTC SETTLES WITH TALX CORP REGARDING ITS ACQUISITIONS OF UNEMPLOYMENT COMPENSATION MANAGEMENT AND EMPLOYMENT VERIFICATION SERVICE PROVIDERS

On April 28, 2008, the Federal Trade Commission (“FTC”) entered into a settlement agreement with TALX Corporation regarding its acquisitions of various unemployment compensation management (“UCM”) and verification of income and employment (“VOIE”) services. UCM consists of administering, on behalf of large, multi-state employers, unemployment compensation claims filed with a state or territory. VOIE consists of providing income and employment information on behalf of employers to third parties, such as lending institutions.

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March 31, 2008

WILLIAM E. KOVACIC ASSUMES NEW ROLE AS CHAIRMAN OF FTC

On March 31, 2008, William E. Kovacic assumed the role of Chairman at the Federal Trade Commission. Mr. Kovacic had served as a Commissioner since January 2006 before his nomination by President Bush and eventual confirmation by the Senate.

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March 5, 2008

FTC CHALLENGES ILLEGAL BOYCOTT OF HEALTH PLAN BY CONNECTICUT CHIROPRACTORS

On March 5, 2008, the Federal Trade Commission challenged the conduct by two Connecticut chiropractic associations and one of their attorneys to implement a collective refusal to deal with a cost-saving health plan in Connecticut. The FTC’s complaint charged that the parties’ actions unreasonably restrained competition in violation of Section 5 of the FTC Act. In settling the FTC’s charges through consent agreement, the parties will refrain from engaging in such anticompetitive conduct in the future. A consent agreement does not constitute an admission of a law violation but does carry the force of law for future actions.

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January 26, 2008

FTC NEEDS MORE TIME TO REVIEW MERGER

On January 26, 2008 Hexion Specialty Chemicals announced that both it and Huntsman Corporation agreed to allow additional time for the Federal Trade Commission to review the proposed merger of the two companies. As a result, the merger is not expected to close before May 3. To accommodate the extension, Hexion also gave notice to Huntsman that on April 5, it plans to exercise its option and extend the Termination Date under the Merger Agreement for 90 days, and thus, if the conditions to Hexion's extension right are met on April 5, the termination date under the Merger Agreement will be extended until July 4, 2008.

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January 24, 2008

FTC CHALLENGES 'ETHERNET' STANDARD USED IN PERSONAL COMPUTERS

On January 24, 2008 the Federal Trade Commission (“FTC”) or (“Commission”) announced a complaint and settlement with Negotiated Data Solutions LLC (N-Data), which allegedly violated federal law by engaging in unfair methods of competition and unfair acts or practices regarding its enforcement of certain patents against makers of equipment employing Ethernet, a computer networking standard used in nearly every computer sold in the United States.

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December 20, 2007

FEDERAL TRADE COMMISSION CLOSES GOOGLE/DOUBLECLICK INVESTIGATION

On December 20, 2007 the Federal Trade Commission announced that it will not seek to block Google Inc.’s proposed $3.1 billion acquisition of Internet advertising server DoubleClick Inc. In a 4-1 vote to close its eight-month investigation of the transaction, the Commission wrote in its majority statement that “after carefully reviewing the evidence, we have concluded that Google’s proposed acquisition of DoubleClick is unlikely to substantially lessen competition.”

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November 16, 2007

FTC ENTERS INTO A SETTLEMENT REGARDING SCHERING-PLOUGH’S ACQUISITION OF ORGANON BIOSCIENCES N.V.

On November 16, 2007, the Federal Trade Commission entered into a settlement regarding Schering-Plough Corporation’s proposed $14.4 billion acquisition of Organon BioSciences N.V. from Akzo-Nobel N.V. The FTC alleges that the deal harms competition in the U.S. markets for the manufacture and development of three poultry vaccines. In settling the charges, the companies entered into a consent order with the Commission that required the merging parties to divest the rights and assets needed to develop each vaccine to Wyeth within 10 days of the acquisition and to provide supply and transitional support services to Wyeth’s Fort Dodge division for two years.

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October 26, 2007

NORTH AMERICAN DIVESTITURE ORDERED IN OWENS CORNING

On October 26, 2007 the Federal Trade Commission (“FTC”) entered into a settlement agreement with Owens Corning regarding its proposed acquisition of the glass fiber reinforcements and composite fabric assets of Compagnie de Saint Gobain (Saint Gobain). The complaint accompanying the consent agreement asserts that the deal reduces competition in the North American market for continuous filament mat (“CFM”) products. Under the terms of the consent order that would resolve the Commission’s charges and allow the deal to proceed, Owens Corning must divest its North American CFM to AGY Holding Company within 10 days of completing its acquisition of the Saint Gobain assets.

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October 9, 2007

KYPHON'S ACQUISITION OF DISC-O-TECH IS APPROVED

On October 9, 2007 the Federal Trade Commission entered into a settlement agreement with Kyphon, Inc. (“Kyphon”) that allows Kyphon to acquire the spinal assets of Disc-O-Tech Medical Technologies, Ltd. and Discotech Orthopedic Technologies, Inc. (collectively “Disc-O-Tech”).

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October 3, 2007

FTC ANNOUNCES THE END OF LITIGATION IN THE WESTERN REFINING CASE

On October 3, 2007, the Federal Trade Commission announced that it will not continue with administrative litigation challenging Western Refining, Inc.’s acquisition of Giant Industries, Inc. The vote to dismiss the administrative complaint was 3-2.

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September 22, 2007

FTC ADVISES ROCHESTER PHYSICIAN ORGINIZATION IT WILL NOT RECOMMEND ANTITRUST CHALLENGE TO PROPOSAL FOR "CLINICAL INTEGRATION" PROGRAM

On September 21, 2007, Federal Trade Commission advised the Greater Rochester Independent Practice Association, Inc. (GRIPA), that it had no present intention to challenge the organization’s planned conversion to a non-exclusive physician network joint venture. GRIPA requested a staff advisory opinion regarding its proposal to combine and coordinate the provision of medical services to patients.

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August 9, 2007

FTC Challenges Jarden Corp.’s Proposed Acquisition of K2 Incorporated

On August 9, 2007, the Federal Trade Commission announced a complaint challenging Jarden Corporation’s (Jarden) proposed $1.2 billion acquisition of sporting equipment manufacturer K2 Incorporated (K2). FTC alleges that the deal would be anticompetitive and detrimental to consumers of monofilament fishing line. Monofilament fishing line is the most widely-used and least expensive type of fishing line, and while other specialized types of fishing line, including braided and fluorocarbon, appear to be growing in popularity, the vast majority of fishing line purchases in the United States are of monofilament line. Under the terms of a consent order resolving the FTC’s charges and allowing the transaction to proceed, the companies will sell the assets of four popular types of monofilament line, all of which are owned by K2: Cajun Line, Omniflex, Outcast, and Supreme.

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August 7, 2007

Commission Rules that Evanston Northwestern Healthcare Corp.’s Acquisition of Highland Park Hospital Was Anticompetitive but doesn’t order divestiture

On August 7, 2007, the Federal Trade Commission overruled its in-house judge’s previous decision to break up a seven year old hospital merger, allowing it to stay intact even though the deal caused prices to increase.

Evanston Northwestern Healthcare Corporation (ENH) acquired Highland Park Hospital in January 2000, and as a result, combined ENH’s Evanston and Glenbrook hospitals in Cook County Illinois. With Highland Park Hospital being the nearest hospital to the north, the Commission approved and issued a complaint in February 2004. The complaint alleged that subsequent to the acquisition, ENH was able to raise its prices charged to health insurers far above price increases of other comparable hospitals as a result of the transaction.

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June 29, 2007

FTC Approves Final Consent Order in Matter of DirectRevenue LLC, et al.; FTC Approves Final Consent Order in Matter of Sony BMG Music Entertainment

On June 29, the FTC approved a final consent order in the matter concerning DirectRevenue, LLC, et al. with a vote of 4-1, with Commissioner Jon Leibowitz voting no and issuing a dissenting statement.

The FTC also approved a final consent order in the matter of Sony BMG Music Entertainment, with a vote of 5-0.

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June 28, 2007

FTC Issues Administrative Complaint Seeking to Block Whole Foods Market’s Acquisition of Wild Oats Markets

On June 28, the FTC issued a complaint challenging Whole Foods Market Inc.’s approximately $670 million acquisition of Wild Oats Markets Inc. under the grounds that this transaction would violate federal antitrust laws by eliminating the substantial competition between these two uniquely close competitors in the operation of premium natural and organic supermarkets nationwide. The FTC contends that if the transaction goes forward Whole Foods would have the ability to raise prices and reduce quality and services.

On June 7, 2007, the judge issued a temporary restraining order under which the parties may not consummate the deal until after a preliminary injunction hearing, which is scheduled for July 31 and August 1, 2007.

The FTC’s vote to issue the complaint was 5-0.

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June 16, 2007

FTC Charges Company With Financing Fraudulent Telecom Services Scheme

On June 6, following the NorVergence Inc. telecommunications fraud case won by the FTC in 2005, the agency charged a company with violating federal law by helping to finance the scheme and continuing to seek payment from defrauded consumers.

In 2004, a federal court voided 1,600 NorVergence contracts with small businesses and religious and other nonprofit organizations that were misled by promised savings on phone and Internet services. The contracts purported to be long-term rental agreements for a relatively inexpensive device that NorVergence falsely claimed would create the savings. NorVergence was forced into bankruptcy, and the promised services stopped. The judgment the FTC obtained against NorVergence left unaffected thousands of rental agreements NorVergence had already sold to finance companies.

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June 5, 2007

FTC Seeks to Block Whole Foods Market’s Acquisition of Wild Oats Markets

On June 5, the FTC authorized the staff to seek a temporary restraining order and preliminary injunction in federal district court to halt Whole Foods Market, Inc.’s approximately $670 million acquisition of its chief rival, Wild Oats Markets, Inc., pending an administrative trial on the merits. According to the complaint, the transaction would violate federal antitrust laws by eliminating the substantial competition between these two uniquely close competitors in numerous markets nationwide in the operation of premium natural and organic supermarkets. If the transaction continues unopposed, the FTC contends that Whole Foods is likely to raise prices and reduce quality and services unilaterally.

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June 4, 2007

FTC Challenges Rite Aid’s Proposed $3.5 Billion Acquisition of Brooks and Eckerd Pharmacies from Canada’s Jean Coutu Group, Inc.

On June 4, the FTC entered into a settlement to resolve its concerns relating to Rite Aid Corporation’s proposed $3.5 billion acquisition of the Brooks and Eckerd pharmacies from Canada’s Jean Coutu Group (PJC), Inc. Rite Aid and Jean Coutu were required to sell 23 pharmacies to FTC-approved buyers in order to remedy the alleged anticompetitive impact of the proposed transaction. The stores will be sold to: 1) Kinney Drugs; 2) Medicine Shoppe International, Inc.; 3) Walgreen Co.; 4) Big Y; and 5) Weis Markets.

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May 24, 2007

FTC Chairman Deborah Platt Majoras Participated in Sixth Annual International Competition Network Conference in Moscow, Russia

On May 24, FTC Chairman Deborah Platt Majoras participated in the sixth annual International Competition Network (“ICN”) Conference in Moscow, Russia, from May 30-June 1, 2007. Senior government antitrust officials, private sector antitrust experts from around the world, and representatives from intergovernmental organizations met to discuss competition issues.

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May 23, 2007

FTC Testifies Before Congress on Petroleum Industry Consolidation

On May 23, Bureau of Economics Director Michael A. Salinger described the FTC’s initiatives to protect competitive markets in the production, distribution, and sale of gasoline through the agency’s comprehensive merger program on behalf of the FTC before the U.S. Congress’ Joint Economic Committee.

Although the FTC does not regulate energy market sectors, the agency plays a key role in maintaining competition and protecting consumers in energy markets. The FTC has been very involved regarding mergers in the oil industry that could harm competition. It examines any merger and any course of conduct in the industry that has the potential to decrease competition and thus harm consumers of gasoline and other petroleum products.

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