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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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.
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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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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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.
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.
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.
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.
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.
Continue reading "FTC ENTERS INTO SETTLEMENT AGREEMENT IN A MERGER WITHOUT A SECOND REQUEST" »
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.
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.
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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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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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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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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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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