Dale Collins
Georgetown University Law Center
NB: "±" indicates that the hyperlink will take you to another site.
Reading and class notes
Gun jumping
DOJ remedies and consent settlements
Cinemark/Rave Cinemas
Signature Flight/Hawker Beechcraft
FTC remedies and consent settlements
Fresenius/Liberty Dialysis
Reference materials
DOJ case studies
FTC case studies
State AG case studies
EC case studies
Primary Materials
Supplemental Materials
Reading and Class Notes
Reading and class notes
Week 12 Reading Guidance (2022)
Unit 13 reading (2022)
Unit 13 class notes (2022)
Makan Delrahim, Ass't Att'y Gen., U.S. Dep't f Justice, Antitrust Div., Improving the Antitrust Consensus, Prepared Remarks Before the New York State Bar Association Antitrust Section, New York, NY (Jan. 25, 2018)
Barry Nigro, Dep. Ass't Att'y Gen., U.S. Dep't of Justice, Antitrust Div., A Partnership to Promote and Protect Competition for the Benefit of Consumers, Prepared Remarks at the Annual Antitrust Law Leaders Forum in Miami, Florida (Feb. 2, 2018)
Fed. Trade Comm'n, Bureaus of Competition and Economics, The FTC’s Merger Remedies 2006-2012 (January 2017)
± United States, Commitment Decisions In Antitrust Cases (OECD Directorate for Financial and Enterprise Affairs Competition Committee, DAF/COMP/WD(2016)23, June 2, 2016).
Premerger Notification and the Hart-Scott-Rodino Act
Merger control notifications
Fed. Trade Comm'n, Premerger Notification and the Merger Review
Process
FTC Premerger Notification Office, Introductory Guide I: What Is the Premerger Notification Program? An Overview (rev. Mar. 2009)
Hart-Scott-Rodino Act, Clayton Act § 7A, 15 U.S.C. § 18a
Revised Jurisdictional Thresholds for Section 7A of the Clayton Act, 85 Fed. Reg. 4984 (Jan. 28, 2020) (effective Feb. 27, 2020).
Notification and Report Form for Certain Mergers and Acquisitions (rev. Jan. 2, 2017)
± FTC Premerger Notification Program web page
FTC Premerger Notification Office, Introductory Guide II: To File or Not to File: When You Must File a Premerger Notification Report Form (rev. Sept. 2008)
± U.S. Dep't of Justice & Fed. Trade Comm'n, Annual Reports to Congress Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976
HSR Act violations
—Failure to file
Selected examples
United States v. Automatic Data Processing, Inc., No. 96 0606, 1996 WL 224758 (D.D.C. Apr. 10, 1996)
Complaint for Civil Penal Ties for Failure to File Documents in Violation of the Premerger Reporting Requirements of the Hart-Scott-Rodino Act (Mar. 27, 1996) (± FTC news release)
Motion for Entry of Judgment (Mar. 27, 1996)
See In re Automatic Data Processing, Inc., 124 F.T.C. 456 (1977) (requiring ADP to divest the computer systems and automobile salvage-yard parts trading network it acquired from AutoInfo)
United States v. Blackstone Capital Partners II Merchant Banking Fund L.P. & Howard Andrew Lipson, 99–CV–0795 R, 1999 WL 34814751 (D.D.C. Mar. 31, 1999).
Complaint for Civil Penalties for Failure to Comply with the Premerger Reporting Requirements of the Hart Scott- Rodino Act (Mar. 30, 1999) (DOJ news release)
Stipulation (Mar. 30, 1999)
[Proposed] Final Judgment (Mar. 30, 1999)
United States v. Hearst Trust, No. 1:01CV02119 (D.D.C. Oct. 15, 2001) (reported at 2001 WL 1478814)
Docket sheet (No. 01-2119) (downloaded Apr. 6, 2014)
Complaint for Permanent Injunction and Other Equitable Relief Pursuant to Section 7A(g)(2) of the Clayton Act and Section 13(b) of the Federal Trade Commission Act (Oct 10, 2001) (± FTC news release)
Stipulation (Oct. 10, 2001)
[Proposed] Final Judgment (Oct. 10, 2001)
Motion for Entry of Judgment (Oct. 10, 2001)
See FTC v. Hearst Trust, No.1:01CV00734 (TPJ) (D.D.C. Dec. 18, 2001) (consent decree settling charges that the transaction violated Section 7 of the Clayton Act and including $19 million in disgorgement).
Docket sheet (No. 01-0734) (downloaded Apr. 6, 2014)
United States v. Iconix Brand Group, Inc., Civ. A. No. 1:07-cv-01852-ESH, 2007-2 Trade Cas. (CCH) ¶ 75,900 (D.D.C. 2007).
Docket sheet (downloaded July 4, 2009)
Complaint for Civil Penalty for Failure to Comply with the Premerger Reporting Requirements of 15 U.S.C. § 18A The Hart-Scott-Rodino Act (Oct. 15, 2007) (DOJ news release)
Stipulation (Oct. 15, 2007)
Final Judgment (Oct. 16, 2007)
Merger reviews
U.S. Dep't of Justice, Antitrust Div., Merger Review Process Initiative (rev. Dec. 14, 2006)
U.S. Dep't of Justice, Antitrust Div., Press Release, Antitrust Division Announces Amendments to Its 2001 Merger Review Process Initiative (Dec. 15, 2006)
U.S. Dep't of Justice, Antitrust Div., Background Information on the 2006 Amendments to the Merger Review Process Initiative (Dec. 14, 2006)
U.S. Dep't of Justice, Antitrust Div., Model Process & Timing Agreement (Dec. 14, 2006)
Deborah Platt Majoras, Chairman, Fed. Trade Comm'n, Reforms to the Merger Review Process (Feb. 16, 2006)
Second requests
Fed. Trade Comm'n, Premerger Notification Office, Model Request for Additional Information and Documentary Material (Second Request) (rev. Aug. 2015)
± U.S. Dep't of Justice, Antitrust Div., Request for Additional Information and Documentary Material Issued to Weebyewe Corporation (rev. Nov. 28, 2016) (DOJ model second request).
± Fed. Trade Comm'n, Requests for Additional Information: Appeal Procedure
U.S. Dep't of Justice, Antitrust Div., Second Request Internal Appeal Procedure (rev. June 2001)
Obstruction of justice/Submitting false documents
Information, United States v. Nautilus Hyosung Holdings, Inc., No. 1:11-cr-00255-RLW (D.D.C. filed Aug. 15, 2011)
Docket sheet (downloaded Sept. 15, 2016)
U.S. Dep't of Justice, Antitrust Div., Press Release, Nautilus Hyosung Holdings Agrees to Plead Guilty to Obstruction of Justice for Submitting False Documents in a Merger Investigation (Aug. 15, 2011)
Judgment in a Criminal Case (Oct. 26, 2011)
The "clearance process": Deciding which agency investigates the deal
Current process
U.S. Dep't of Justice, Antitrust Div., Antitrust Division Manual Ch. 7.A.1 (5th ed. Mar. 2014) (clearance)
± Justin O’Neill Kay, Clearance:The Back Story and Looking Forward, Antitrust Source, Aug. 2012, at 1
± Thomas Catan, This Takeover Battle Pits Bureaucrat vs. Bureaucrat, WSJ.com (Apr. 12, 2011)
2002 FTC/DOJ clearance agreement (in effect for 11 weeks)
Memorandum of Agreement Between the Federal Trade Commission and the Antitrust Division of the United States Department of Justice Concerning Clearance Procedures for Investigations (Mar. 5, 2002) (± FTC press release) (±DOJ press release)
± Statement of Commissioner Mozelle W. Thompson (Mar. 5, 2002) (opposing agreement)
Letter from Senators Herb Kohl and Mike DeWine (Mar. 1, 2002)
Brooks Boliek, FTC Faces Hollings' Wrath Over DOJ's Merger Control, AllBusiness.com (Mar. 20, 2002)
U.S. Dep't of Justice, Antitrust Div., Press Release, Statement by Charles A. James Regarding DOJ/FTC Clearance Agreement (May 20, 2002) (confirming that the DOJ will no longer adhere by the agreement)
Timothy J . Muris, Comments on the FTC-DOJ Clearance Process, Before the Antitrust Modernization Commission (Nov. 3, 2005)
± American Antitrust Institute, The FTC-DOJ Clearance Agreement is Gone, But the Memory Lingers On: An exchange between Robert Skitol and David Balto (May 22, 2002) (from the FTC:WATCH, May 22, 2002)
Nonreportable transactions
Leslie C. Overton, Dep. Ass't Att'y Gen., Antitrust Div. U.S. Dep't of Justice, Non-Reportable Transactions and Antitrust Enforcement, Remarks as Prepared for the 14th Annual Loyola Antitrust Colloquium, Institute for Consumer Antitrust Studies, Chicago, Illinois (Apr. 25, 2014)
Federal-state cooperation in merger reviews
Protocol for Coordination in Merger Investigations between the Federal Enforcement Agencies and State Attorneys General (Mar. 11, 1998)
International cooperation in merger reviews
"Gun Jumping"
Flakeboard/SierraPine
(DOJ 2014)
U.S. Dep't of Justice, Press Release, Flakeboard Abandons Its Proposed Acquisition Of SierraPine: Decision to Abandon Deal Preserves Competition in the MDF Industry (Oct. 1, 2014)
Complaint, United States v. Flakeboard Am. Ltd., No. 3:14-cv-4949 (N. D. Cal. filed Nov. 7, 2014) (Nov. 7, 2014) (DOJ news release (Nov. 7, 2014))
Stipulation (Nov. 7, 2014)
Exhibit A: Proposed Final Judgment (Nov. 7, 2014)
Competitive Impact Statement (Nov. 7, 2014)
United States’ Explanation of Consent-Decree Procedures (Nov. 7, 2014)
± RISI, Particleboard and MDF Commentary (January 2014)
Commentary
ABA Section of Antitrust Law, Premerger Coordination: The Emerging Law of Gun Jumping and Information Exchange (2006)
William Blumenthal, General Counsel, Fed. Trade Comm'n, The Rhetoric of Gun-Jumping, Remarks Before the Association of Corporate Counsel, New York (Nov. 10, 2005).
DOJ Remedies and Consent Settlements
Statutes
Clayton Act §§ 5(b)-5(h), 15 U.S.C. §§ 16(b)-16(h) ("Tunney Act")
Guidelines
U.S. Dep't of Justice, Antitrust Div., Antitrust Division Manual Ch. 4 D: Negotiating and Entering Consent Decrees (5th ed. updated Mar. 2014)
U.S. Dep't of Justice, Antitrust Div., Antitrust Division Policy Guide to Merger Remedies (rev. June 2011) (news release)
± U.S. Dep't of Justice, Roundtable on Antitrust Consent Decrees: Thursday (Apr. 26, 2018) (webpage)
Dan Ducore, Comments Submitted to DOJ Roundtable on Antitrust Consent Decrees (circa Apr. 26, 2018).
Makan Delrahim,Ass't Att'y Gen., U.S. Dep't f Justice, Antitrust Div., Improving the Antitrust Consensus, Prepared Remarks Before the New York State Bar Association Antitrust Section, New York, NY (Jan. 25, 2018)
Bill Baer, Ass't Att'y Gen., U.S. Dep't of Justice, Antitrust Div., Remedies Matter: The Importance of Achieving Effective Antitrust Outcomes (Sept. 25, 2013)
Jonathan M. Jacobson, Issues in Antitrust Consent Decrees, Presented to the Department of Justice Antitrust Division (Apr. 26, 2018)
History
Jack Anderson, Secret Memo Bares Mitchell-ITT Move, Wash Post., Feb. 29, 1972, at B11
Cinemark/Rave Cinemas
Transaction
Cinemark Holdings, Inc., Cinemark to Acquire 32 Theatres from
Rave Cinemas (Nov. 16, 2012)
Complaint
Complaint, United States v. Cinemark Holdings, Inc., No. 1:13-cv-00727 (D.D.C. May 20, 2013)
U.S. Dep't of Justice, News Release, Justice Department Reaches Settlement with Cinemark Holdings Inc. and Rave Holdings LLC Movie Theaters (May 20, 2013)
Docket sheet (downloaded June 15, 2014)
Proposed consent decree
Proposed Final Judgment (May 20, 2013)
Hold Separate Stipulation and [Proposed] Order (May 20, 2013) (signed May 23, 2013)
Tunney Act materials
United States' Explanation of Consent Decree Procedures (May 20, 2013)
Competitive Impact Statement (May 20, 2013)
Final judgment
Plaintiff United States of America's Motion and Memorandum for Entry of the Proposed Final Judgment (Aug. 13, 2013)
Plaintiff United States of America's Certificate of Compliance with the Antitrust Procedures and Penalties Act (Aug. 13, 2013)
Final Judgment (Aug. 15, 2013)
Post-judgment
Notice of Extension of Time and Completion of Divestitures (Sept. 17, 2013)
Cinemark Holdings, Inc., News Release, Cinemark Closes $240M Acquisition of Rave Theatres (May 29, 2013)
Signature Flight/Hawker Beechcraft
DOJ consent settlement
Complaint, United States v. Signature Flight Support Corporation/Hawker Beechcraft Services, Inc., 1:08-cv-01164 (D.D.C. filed July 3, 2008)
Docket sheet (downloaded Oct. 24, 2009)
Proposed Final Order (July 3, 2008)
Hold Separate and Preservation of Assets Stipulation and Order (July 3, 2008)
Competitive Impact Statement (July 3, 2008)
Plaintiff United States' Explanation of Consent Decree Procedures (July 3, 2008)
Final Judgment (Oct. 30, 2008)
Motion to modify final judgment
Defendant Signature Flight Support Corporation’s Emergency Motion to Stay Pending Disposition of Motion for Partial Relief from and Modification of Judgment (Dec. 2, 2008) (proposed order)
Notice of Extension of Time for Divestiture (Nov. 4, 2008)
Defendant Signature Flight Support Corporation's Motion for Partial Relief from and Modification of Judgment (Dec. 2, 2008)
Signature Flight Support Corporation's Reply Memorandum on Motion for Partial Relief from and Modification of Judgment (Dec. 22, 2008) (Exhibit A—Affidavit of Mark Johnstone) (Exhibit 1 to affidavit)
Appointment of trustee
Motion of the United States for Appointment of a Trustee (Dec. 18, 2008) (exhibit) (proposed order)
United States' Memorandum in Support of Motion of the United States for Appointment of Trustee (Dec. 18, 2008)
Signature Flight Support Corporation's Opposition to Motion of the United States for Appointment of Trustee (Dec. 24, 2008) (proposed order)
Memorandum Opinion and Order (Mar. 23, 2009) (appointing trustee to sell assets)
Modifications/terminations
U.S. Dept. of Justice, Antitrust Division Announces New Streamlined Procedure for Parties Seeking to Modify Or Terminate Old Settlements and Litigated Judgments (Mar. 28, 2014)
See ± U.S. Dep't of Justice, Antitrust Div., Antitrust Division Manual Ch.3 H.5 (5th ed. updated Mar. 2014)
DOJ remedies commentary
± Henry B. McFarland, The Role of Conduct Remedies in Addressing Merger Competitive Effects, Threshold, vol. 12, No. 1, Fall 2011, at 40.
Tunney Act commentary
± Lawrence M. Frankel, Rethinking the Tunney Act: A Model for Judicial Review of Antitrust Consent Decrees, 75 Antitrust L.J. 549 (2008)
± Joseph G. Krauss, David J. Saylor & Logan M. Breed, The Tunney Act: A House Still Standing, Antitrust Source, June 2007, at 1
Lloyd Anderson, Mocking the Public Interest: Congress Restores Meaningful Judicial Review of Government Antitrust Consent Decrees, 31 Vermont L. Rev. 593 (2007).
± Peter Hettich, Restoring Accountability and Oversight in the Antitrust Settlement Process (U. of St. Gallen Law & Economics Working Paper No. 2010-02, Dec. 21, 2005).
±Darren Bush & John J. Flynn, The Misuse and Abuse of The Tunney Act in the Microsoft Cases: The Adverse Consequences of The "Microsoft Fallacies," 34 Loyola U. Chi. L.J. 749 (2003).
Ronald G. Carr, Some Observations on the Tunney Act, 52 Antitrust L.J. 953 (1983).
FTC Remedies and Consent Settlements
Guidelines
Fed. Trade Comm'n, The FTC’s Merger Remedies 2006-2012: A Report of the Bureaus of Competition and Economics (Jan. 2017) (FTC news release)
Dan Ducore & Naomi Licker, Bureau of Competition, Fed. Trade Comm'n, Looking Back (Again) at FTC Merger Remedies (Feb. 3, 2017)
Fed. Trade Comm'n, Bureau of Competition, Negotiating Merger Remedies (Jan. 2012)
± Ian Conner, Bureau of Competition, Fed. Trade Comm'n, The Uphill Case for a Post-Order Divestiture (Mar. 21, 2019)
± Fed. Trade Comm'n, Frequently Asked Questions About Merger Consent Order Provisions (.pdf downloaded Dec. 27, 2013)
Fed. Trade Comm'n, Withdrawal of the Commission’s Policy Statement on
Monetary Equitable Remedies in Competition Cases (July 31, 2013)
Dissenting Statement of Commissioner Ohlhausen (July 31, 2013)
Fed. Trade Comm'n, Policy Statement on Monetary Equitable Remedies in Competition Cases (approved July 25, 2003)
Fed. Trade Comm'n, Policy Statement Regarding Duration of Competition and Consumer Protection Orders, 60 Fed. Reg. 42,569 (Aug. 16, 1995)
Fed. Trade Comm'n, Notice and Request for Comment Regarding Statement of Policy Concerning Prior Approval and Prior Notice Provisions in Merger Cases, 60 Fed. Reg. 39,745 (Aug. 3, 1995)
Fed. Trade Comm'n, Bureau of Competition, A Study of the Commission’s Divestiture Process (1999)
Prior approval provisions
Withdrawal of FTC policy statement on prior approval
Press Release, Fed. Trade Comm'n, FTC Rescinds 1995 Policy Statement that Limited the Agency’s Ability to Deter Problematic Mergers (July 21, 2021)
FTC policy (1995-2021)
Press Release, Fed. Trade Comm'n, FTC Acts To Reduce Prior-Approval Burden on Companies in Merger Cases (July 22, 1995)
Notice and Request for Comment Regarding Statement of Policy Concerning Prior Approval and Prior Notice Provisions in Merger Cases, 60 Fed. Reg. 39745 (Aug. 3, 1995) (including dissenting statement from Commissioner Mary L. Azcuenaga).
Examples—Pre-1995
Decision and Order § III, In re Coca-Cola Co., No. C-3113, 102 F.T.C. 1102, 1105 (Aug. 3, 1893) ("It is further ordered, That for a period of ten (10) years from the date on which this Order becomes final, Coca-Cola shall not acquire, directly or indirectly, without the prior approval of the Federal Trade Commission, the whole or any part of the stock or assets of, ot any other interest in, any individual, firm, partnership, corporation or other legal or business entity which is engaged directly or indirectly in the manufacture and sale of drinks, punches and ades.").
Advisory Opinion, In re Coca-Cola Co., No. C-3113, 111 F.T.C. 724, 1105 (May 9, 1988) (advising Coca-Cola that its proposed acquistiion of the Institutional Food Service Group of H.P. Hood, Inc. is subject tot he prior approval provision of Section III).
Examples—Post-1995
Decision and Order §§ V, In re Deutsche Gelatine-Fabriken Stoess AG, No. C-4045 , 133 F.T.C. 745, 754-55 (Apr. 17, 2002) (prohibiting seller from divesting certain retained assets in one of three specific ways that would raise competitive concerns without the prior approval from the Commission).
Decision and Order § VI, In re Nestle Holdings, Inc., No. C-4028, 133 F.T.C. 236, 260 (Feb. 4, 2002) (requiring J.W. Childs Associates, Inc., the upfront divestiture buyer, to obtain prior approval of the Commission before selling the divestiture assets within five years of the date of divestiture).
NB: Childs does not appear as a respondent in the order. If Childs is not a respondent, the question arises of whether the requirement is legally binding on Childs.Perhaps the requirement was contained in the Childs Acquisition Agreement, which the FTC could enforce contractually as a third-party beneficiary.
FTC speeches
Deborah L. Feinstein, Dir., Bureau of Competition, Fed. Trade Comm'n, The Significance of Consent Orders in the Federal Trade Commission’s Competition Enforcement Efforts (Sept. 17, 2013)
Fresenius/Liberty Dialysis
Complaint, In re Fresenius Medical Care AG & Co. KGaA, No. C-4348 (FTC filed Feb. 28, 2012)
± Fed. Trade Comm’n, News Release, FTC Requires Fresenius Medical Care AG to Sell 60 Dialysis Clinics Around the Country as a Condition of Acquiring Liberty Dialysis Holdings, Inc. (Feb. 28, 2012)
Agreement Containing Consent Orders (Feb. 28, 2012)
Decision and Order (Feb. 28, 2012) (redacted public version)
Order to Hold Separate and Maintain Assets (Feb. 28, 2012)
Fed. Trade Comm’n, Fresenius Medical Care AG & Co. KGaA: Analysis of Agreement Containing Consent Orders To Aid Public Comment, 77 Fed. Reg. 13324 (Mar. 6, 2012)
Final action:
Decision and Order (Mar. 25, 2012) (redacted public record version)
Appendix C - Monitor Agreement
Order To Hold Separate and Maintain Assets (Mar. 25, 2012 (redacted public record version)
Consent Decree Violations
Government enforcement
Memorandum and Order, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Sept. 28, 2001) (reported at 167 F. Supp. 2d 424)
Memorandum and Order, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Aug. 8, 2002) (reported at 214 F. Supp. 2d 167)
Memorandum and Order, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Mar. 28, 2003) (reported at 253 F. Supp. 2d 85)
See here for more materials
Private actions by divestiture buyers
Complaint, Haggen Holdings, LLC v. Albertson’s LLC, No. 1:2015-cv-00768 (D. Del. filed Sept. 1, 2015) (see here for more case materials)
Derivative actions
Barovic v. Ballmer, Case No. C14–0540–JCC (W.D. Wash., 2014) (denying motions to dismiss) (reported at 2014 WL 7011840)
Docket sheet (downloaded April 13, 2015)
Complaint (Apr. 11, 2014)
Exhibit A: Shareholder Demand Pursuant to Washington Law
Exhibit B: Reply (including Resolution of the Board of Directors Adopting the Conclusions and Recommendations of the Demand Review Committee)
Exhibit C: Letter to Robert B. Weiser (representing shareholders) from Susan S. Muck (representing Microsoft)
Stipulation Consolidating Related Actions, Appointing Co-Lead Counsel and Liaison Counsel and Related Matters and [Proposed] Order Thereon (May 20, 2014) (so ordered)
Verified Consolidated Shareholder Derivative Complaint (June 26, 2014)
Nominal Defendant Microsoft Corporation’s Motion to Dismiss Complaint (Aug. 11, 2014)
Individual Defendants’ Motion to Dismiss (Aug. 11, 2014)
Declaration of Stephen M. Rummage in Support of Individual Defendants’ Motion to Dismiss (Aug. 11, 2014)
Exhibit A: Excerpt from Microsoft Form 10-K
Exhibit B: Amended and Restated Articles of Incorporation of Microsoft Corporation
Nominal Defendant Microsoft Corporation’s Reply Memorandum in Support of Motion to Dismiss Complaint (Oct. 30, 2014)
Reply in Support of Individual Defendants’ Motion to Dismiss (Oct. 30, 2014)
Order (Dec. 10, 2014) (denying motions to dismiss)
Nominal Defendant Microsoft Corporation’s Answer to Verified Consolidated Shareholder Derivative Complaint (Jan. 9, 2015)
Individual Defendants’ Answer to Verified Consolidated Complaint (Jan. 9, 2015)
Reference Materials
Significant precedents
United States v. E.I. duPont de Nemours & Co., 366 U.S. 316 (1961) (± Oyez)
Remedies generally
± Richard A. Epstein, Antitrust Consent Decrees in Theory and Practice: Why Less Is More (2007).
± Markus Dertwinkel-Kalty & Christian Weyz, The E¤ects of Remedies on Merger Activity in Oligopoly (Feb. 2013).
± John E. Kwoka, Jr., Does Merger Control Work? A Retrospective on U.S. Enforcement Actions and Merger Outcomes, 78 Antitrust L.J. 619 (2013).
± Ken Heyer, Optimal Remedies for Anticompetitive Mergers, Antitrust, Vol. 26, No. 2, Spring 2012, at 26.
Divestiture remedies
Reports
Fed. Trade Comm'n, Bureau of Competition, A Study of the Commission’s Divestiture Process (1999).
Economics
Lúıs M.B. Cabral, Horizontal Mergers with Free-Entry: Why Cost Efficiencies May Be a Weak Defense and Asset Sales a Poor Remedy, 21 Int'l J. Indus. Org. 6607 (2003).
Divestiture in private actions
California v. American Stores Co., 495 U.S. 271 (1990)
Ginsburg v. InBev NV/SA, No. 09-2990 (8th Cir. Oct. 27, 2010) (reported as 623 F.3d 1229), aff'g No. 4:08CV01375 JCH (Aug. 3, 2009) (reported as 649 F. Supp. 2d 943)
E.D. Mo. docket sheet (downloaded Dec. 22, 2010)
Complaint (filed Sept. 10, 2008)
Memorandum and Order (E.D. Nov. 18, 2008) (denying plaintiffs' motion for a preliminary injunction)
Memorandum and Order (E. D. Mo. Aug. 3, 2009) (granting defendants' motion to dismiss under Rule 12(c))
On appeal:
Appellants' Brief (Oct. 7, 2009)
Brief for Appellees (Nov. 5, 2009)
Appellants' Reply Brief (Nov. 30, 2009)
Opinion (8th Cir. Oct. 27, 2010) (concluding that divestiture would not be appropriate as a matter of law and affirming grant of defendants' motion for judgment on the pleadings under Rule 12(c))
Fixes without consent decrees
Press Release, U.S. Dep't of Justice, Antitrust Div., Major International Automotive-Parts Suppliers Restructure Deal to Resolve Antitrust Concerns (July 21, 2021)
Tupy S.A., Material Fact—Acquisition of Teksid (July 1, 2021)
FTC disgorgement remedies
± Fed. Trade Comm'n, News Release, FTC Withdraws Agency's Policy Statement on Monetary Remedies in Competition Cases; Will Rely on Existing Law (July 31, 2012)
Statement of the Commission (July 31, 2012)
Dissenting Statement of Commissioner Ohlhausen (July 31, 2012)
± Fed. Trade Comm'n, Policy Statement on Monetary Equitable Remedies in Competition Cases (approved July 25, 2003; withdrawn July 31, 2012)
For public comments in response to an FTC request, see ± The Use of Disgorgement as a Remedy in Competition Cases (Federal Register notice requesting comments)
FTC v. AMG Capital Mgmt., No. 16-17197 (9th Cir. Dec. 3, 2018) (reported at 910 F.3d 417)
Petition for a writ of certiorari granted, AMG Capital Mgmt. v. FTC, No. 19-508 (U.S. July 9, 2020)
Brief for petitioners (Sept. 25, 2020)
Brief of TechFreedom as Amicus Curiae in Support of Petitioners (No. 19-508) and Respondents (No. 19-825) (Oct. 2, 2020)
Brief of Surescripts, LLC as Amicus Curiae in Support of Petitioners in No. 19-508 and Respondents In No. 19-825 (Oct. 2, 2020)
Amicus Curiae Brief of the New Civil Liberties Alliance in Support of Petitioners in No. 19-508 and Respondents in No. 19-825 (Oct. 2, 2020)
Brief for Amicus Curiae of SBH A&I in Support of Petitioners AMG Capital Management, LLC, et al., and Credit Bureau Center, LLC, et al. (Oct. 2, 2020)
Brief for the Federal Trade Commission (Nov. 30, 2020)
Brief of Amici Curiae Former Federal Trade Commission Officials in Support of Respondent (Dec. 4, 2020)
Brief of Amici Curiae Remedies, Restitution, Antitrust, and Intellectual Property Law ScholarsiIn Support of Respondent (Dec. 7, 2020)
Brief of American Antitrust Institute as Amicus Curiae in Support of the Respondent (Dec. 7, 2020)
Brief of Open Markets Institute as Amicus Curiae in Support of Respondent (Dec. 7, 2020)
Brief of Amicus Curiae Public Citizen in Support of Respondent (Dec. 7, 2020)
Brief of Amicus Curiae Truth in Advertising, Inc. in Support of Respondent (Dec. 7, 2020)
Reply Brief for Petitioners (Dec. 30, 2020)
Argued (Jan. 13, 2021)
± SCOTUSBlog
± Oyez
Other cases
± Fed. Trade Comm'n, News Release, Hearst Corp. To Disgorge $19 Million and Divest Business to Facts and Comparisons to Settle FTC Complaint (Dec. 14, 2001)
Complaint for Permanent Injunction and Other Equitable Relief Pursuant to 7A(g)(2) of the Clayton Act and Section 13(b) of the Federal Trade Commission Act, FTC v. Hearst Trust, Civ. No.1:01CV00734 (D.D.C. Apr. 4, 2001)
Statement of Chairman Pitofsky and Commissioners Sheila F. Anthony and Mozelle W. Thompson
Dissenting Statement of Commissioners Orson Swindle and Thomas B. Leary
Final Order and Stipulated Permanent Injunction (Dec. 14, 2001)
Statement of Commissioners Sheila F. Anthony and Mozelle W. Thompson
Statement of Commissioner Orson Swindle
Statement of Commissioner Thomas B. Leary Concurring in Part and Dissenting in Part
The FTC consent decree provided that the disgorged profits would be paid into an escrow fund, to be distributed pro rata to eligible parties alleging harm including some or all of the plaintiffs in J.B.D.L. Corp. v. Hearst Trust, Civil No 1:01CV00870 (D.D.C. filed Apr. 20, 2011), or other related class action lawsuits. The consent decree further provided that none of the disgorgement funds could be used to pay attorney fees.
Memorandum and Order (May 14, 2002) (approving settlements) (reported as 205 F.R.D. 408)
Final Order and Judgment Approving Settlement Between the Direct Purchaser Settlement Class and Defendants (Feb. 14, 2002)
Final Order and Judgment Approving Settlement Between the Indirect Purchaser Settlement Class and Defendants (Feb. 14, 2002)
Memorandum and Order (May 21, 2002) (holding that class counsel was entitled to recover 30 percent fee based only on amount of additional recovery attributable to their efforts) (reported as 209 F. Supp. 2d 96)
Order (Aug. 29, 2002)
Commentary
± David K. Park & Richard Wolfram, The FTC’s Use of Disgorgement in Antitrust Actions Threatens to Undermine the Efficient Enforcement of Federal Antitrust Law, Antitrust Source, Sept. 2002.
± Einer Elhauge, Disgorgement As An Antitrust Remedy, 76 Antitrust L.J. __(2009).
FTC order violations
Complaint for Civil Penalties, Injunctive and Other Relief Pursuant to Section 5(l) of the Federal Trade Commission Act, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Oct. 31, 2000) (FTC news release)
Docket sheet (downloaded Sept. 20. 2016)
Memorandum and Order, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Sept. 28, 2001) (reported at 167 F. Supp. 2d 424)
Memorandum and Order, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Aug. 8, 2002) (reported at 214 F. Supp. 2d 167)
Memorandum and Order, United States v. Boston Scientific Corp., No. 00-12247-PBS (D. Mass. Mar. 28, 2003) (reported at 253 F. Supp. 2d 85)
Final Judgment (Apr. 2, 2003)
FTC procedure
Concurrent representation of an employer and an employee-witness in an investigational hearing
Order Granting in Part and Denying in Part Omnibus Petition To Limit or Quash Civil Investigative Demands, In re Civil Investigative Demands Dated June 30, 2022, to Amazon.Com, Inc. and Certain Current And Former Amazon Employees, File No. 212 3050 (F.T.C. Sept. 21, 2022) (Wilson, Comm'r)
Concurring Statement of Chair Lina Khan, Commissioner Rebecca Kelly Slaughter, and Commissioner Alvaro Bedoya (Sept. 21, 2022)
Merger remedies in the EU
Commission Notice on Remedies Acceptable under Council Regulation (EC) No. 139/2004 and under Commission Regulation (EC) No. 802/2004, 2008 O.J. (C 267) 1.
DG COMP, Eur. Comm'n, Merger Remedies Study (2005) (public version)
DG COMP, Eur. Comm'n, Best Practice Guidelines: The Commission’s Model Texts for Divestiture Commitments and the Trustee Mandate under the EC Merger Regulation (± DG COMP web page)
DG COMP, Eur. Comm'n, Model text for divestiture commitments
DG COMP, Eur. Comm'n, Model text for trustee mandate
Eur. Comm'n, Press Release, Commission publishes best practice guidelines for divestiture commitments in merger cases (May 2, 2003)
± Tomaso Duso, Klaus Gugler, & Burcin Yurtoglu, How Effective Is European Merger Control? (Apr. 3, 2008), final version at 55 Eur. Econ. Rev. 980 (2011).
Stephen Davies & Bruce Lyons, Mergers and Merger Remedies in the EU: Assessing the Consequences for Competition (2008).
± François Lévêque, Are Merger Remedies Effective in the EU? (Feb. 2007).
± Peter L. Ormosi, Determinants of the Success of Remedy Offers: Evidence from European Community Mergers (ESRC Centre for Competition Policy Working Paper 09-11, Nov. 2009).
± Massimo Motta, Michele Polo, & Helder Vasconcelos, Merger Remedies in the European Union: An Overview (Feb. 17, 2002), final version at 52 Antitrust Bull. 603 (2007).
± Tomaso Duso, Klaus Gugler & Burcin Yurtoglu, EU Merger Remedies: An Empirical Assessment (Dec. 6, 2005).
Selected DOJ Case Studies
Stone Canyon/Morton Salt (DOJ 2021)
CVS/Aetna (DOJ 2018)
Martin Marietta/Bluegrass (DOJ 2018)
Bayer/Monsanto (DOJ 2018)
TransDigm/Takata (DOJ 2017)
Disney/Fox (DOJ 2017)
Dow/DuPont (DOJ 2017)
General Electric/Baker Hughes (DOJ 2017)
Danone/White (DOJ 2016)
Iron Mountain/Recall (DOJ 2016
AMC/Carmike (DOJ 2016)
ABI/SABMiller
Halliburton/Baker Hughes
Comcast/Time Warner Cable (DOJ 2014)
Horizon Milling/ConAgra Joint Venture (DOJ 2014)
Grupo Bimbo/Sara Lee (DOJ 2011)
Signature Flight/Hawker Beechcraft (DOJ 2008)
Stone Canyon/Morton Salt (DOJ 2021)
The deal
Stone Canyon Industries Holdings LLC, Stone Canyon Industries Holdings, Mark Demetree and Affiliates Announce Agreement to Acquire K+S Americas Salt Business Including Morton Salt (Oct. 5, 2020)
DOJ consent decree
Complaint, United States v. Stone Canyon Indus. Holdings LLC, No. 1:21-cv-01067 (D.D.C. filed Apr. 19, 2021) (assigned to Judge Timothy J. Kelly)
Docket sheet (downloaded May 11, 2021)
U.S. Dept't of Justice, Antitrust Div., News Release, Stone Canyon Required to Divest US Salt to Acquire Morton Salt (Apr. 19, 2021)
United States' Explanation of Consent Decree Procedures (Apr. 19, 2021)
Asset Preservation Stipulation and Order (Apr. 22, 2021)
Proposed Final Judgment (Apr. 19, 2021)
Competitive Impact Statement (Apr. 29, 2021)
Defendants’ Description and Certification of Written or Oral Communications Concerning the Proposed Final Judgment in this Action (Apr. 29, 2021) (on behalf of Stone Canyon Industries Holdings, LLC, and SCIH Salt Holdings Inc.)
Intuit/Credit Karma Tax (DOJ 2020)
The deal
DOJ consent decree
Complaint, United States v. Intuit Inc., No. 1:20-cv-03441 (D.D.C. filed Nov. 25, 2020) (case assigned to Judge Amy Berman Jackson)
Docket sheet (downloaded May 11. 2021)
U.S. Dept't of Justice, Antitrust Div., News Release, Justice Department Requires Divestiture of Credit Karma Tax for Intuit to Proceed with Acquisition of Credit Karma (Nov. 25, 2020)
United States' Explanation of Consent Decree Procedures (Nov. 25, 2020)
Asset Preservation and Hold Separate Stipulation and Order (Nov. 25, 2020)
Proposed Final Judgment (Nov. 25, 2020)
Defendant Intuit Inc.’s Description and Certification of Written or Oral Communications Concerning the Proposed Final Judgment (Dec. 7, 2020)
Report and Certification of Compliance with Tunney Act Requirements on Behalf of Defendant Credit Karma, Inc. (Dec. 7, 2020)
Competitive Impact Statement (Dec. 20, 2020)
Plaintiff United States’ Unopposed Motion to Appoint a Monitoring Trustee (Dec. 23, 2020)
Memorandum of Points and Authorities in Support of Plaintiff United States’ Unopposed Motion to Appoint a Monitoring Trustee (Dec. 23, 2020)
CV of of Wan J. Kim (Dec. 23, 2020)
Proposed Order (Dec. 23, 2020)
Order (Dec. 23, 2020)
Joint Notice of Amended Proposed Final Judgment (Mar. 9, 2021)
Exhibit 1 - Proposed Final Judgment (Mar. 9, 2021)
Exhibit 2 - Proposed Final Judgment [Redline Version] (Mar. 9, 2021)
Response of Plaintiff United States to Public Comment on the Proposed Final Judgment (Apr. 23, 2021)
Exhibit 1 to United States’ Response to Public Comment (Apr. 23, 2021)
United States’ Unopposed Motion and Memorandum in Support of Entry of Final Judgment (May 6, 2021)
Exhibit A - Final Judgment (May 6, 2021)
Exhibit B - Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act (May 6, 2021)
CVS/Aetna (DOJ 2018)
The deal
Press Release, CVS Health Corp. & Aetna Inc., CVS Health to Acquire Aetna; Combination to Provide Consumers with a Better Experience, Reduced Costs and Improved Access to Health Care Experts in Homes and Communities Across the Country (Dec. 3, 2017)
DOJ consent decree
Complaint, United States v. CVS Health Corp., No. 1:18-cv-02340 (D.D.C. filed Oct. 10, 2018)
Docket sheet (downloaded Sept. 5, 2021)
U.S. Dept't of Justice, Antitrust Div., News Release, Justice Department Requires CVS and Aetna to Divest Aetna’s Medicare Individual Part D Prescription Drug Plan Business to Proceed with Merger (Oct. 10, 2018)
United States' Explanation of Consent Decree Procedures (Oct. 10, 2018)
Asset Preservation Stipulation and Order (Oct. 10, 2018) (so ordered Oct. 25, 2018) [Deal closed on Nov. 28, 2018]
Proposed Final Judgment (Oct. 10, 2018)
Competitive Impact Statement (Oct. 10, 2018)
Plaintiff United States’ Unopposed Motion to Appoint a Monitoring Trustee (Nov. 20, 2018)
Memorandum of Points and Authorities In Support of Plaintiff United States’ Unopposed Motion to Appoint a Monitoring Trustee (Nov. 20, 2018)
Monitoring Trustee Report (Nov. 20, 2018)
Proposed Order (Nov. 20, 2018)
Press Release, CVS Health Corp., CVS Health Completes Acquisition of Aetna, Marking the Start of Transforming the Consumer Health Experience (Nov. 28, 2018)
Motions Hearing (transcript) (Nov. 29, 2018) [where Judge Leon learned, to his surprise, that the CVS/Aetna deal has closed the day before)
Status Report on Merger Integration (December 2, 2018)
Minute Entry for proceedings held before Judge Richard J. Leon: Status Conference held on 12/3/2018. The Unopposed Motion of the United States to Appoint a Monitoring Trustee is GRANTED. The Court Appoints Julie Myers Wood as Monitoring Trustee. A show cause order will be issued with the parties responses due by 12/14/2018. Another Hearing is set for 12/18/2018 at 3:00 PM in Courtroom 18 before Judge Richard J. Leon.
Order to Show Cause (Dec. 4, 2018)
United States v. CVS Health Corp., No. 1:18-cv-02340-RJL (D.D.C. Sept. 4, 2019) [reported at 407 F. Supp. 3d 45]
Martin Marietta/Bluegrass (DOJ 2018)
The deal
Martin Marietta & Bluegrass Materials Company, LLC, Press Release, Martin Marietta Announces Acquisition of Bluegrass Materials (June 26, 2017)
DOJ consent decree
Complaint, United States v. Martin Marietta Materials, Inc., No. 1:18-cv-00973 (D.D.C. filed Apr. 25. 2018)
Docket sheet (downloaded June 11, 2018)
U.S. Dep't of Justice, Antitrust Div., News Release, Justice Department Requires Martin Marietta to Divest Quarries to Preserve Competition in Connection With its Acquisition of Bluegrass Materials (Apr. 25, 2018)
United States' Explanation of Consent Decree Procedures (Apr. 25, 2018)
Hold Separate Stipulation and Order (Apr. 25, 2018)
Proposed Final Judgment (Apr. 25, 2018)
Competitive Impact Statement (Apr. 25, 2018)
Bayer/Monsanto (DOJ 2018)
The deal
Bayer, Press Release, Bayer Offers To Acquire Monsanto To Create A Global Leader In Agriculture (May 23, 2016)
Bayer, Press Release, Bayer and Monsanto to Create a Global Leader in Agriculture (Sept. 14, 2016)
Transcript, Bayer and Monsanto Joint Investor Conference Call (Sept. 14, 2016)
Slides, Creating a Global Leader in Agriculture (Sept. 14, 2016)
± Leslie Picker, Danny Hakim and Michael J. de la Merced, Bayer Deal for Monsanto Follows Agribusiness Trend, Raising Worries for Farmers, NYTimes.com DealB%k, Sept. 14, 2016
Opposition
± Leah Douglas, Monsanto-Bayer Mega-Deal a Nightmare for America ( May 23, 2016)
Maurice E. Stucke & Allen P. Grunes, An Antitrust Review of a Bayer-Monsanto Merger (July 22, 2016)
± Maryam Henein, Monsanto-Bayer: The Year of Merging Dangerously (Oct. 13, 2016)
National Resources Defense Council, Letter to DOJ opposing the Bayer/Monsanto transaction (Dec. 12, 2016)
Farmers and Families First, A Monsanto-Bayer Merger Will Raise the Price of Agricultural Inputs, Reduce Seed Choices and Increase Costs for U.S. Farmers (Dec. 2017)
The Anticompetitive Impact of the Proposed Bayer-Monsanto Merger on Vegetable Seed Markets (Aug. 2, 2017) (on behalf of 24 advocacy organizations representing farmers, consumers and rural communities)
Maurice E. Stucke & Allen P. Grunes, An Updated Antitrust Review of the Bayer-Monsanto Merger (Mar. 6, 2018)
Divestiture to BASF
BASF, Investor Presentation, BASF Signs Agreement to Acquire Significant Parts of Bayer’s Seed and Non-Selective Herbicide Businesses (Oct. 13, 2017).
± Chad Bray, BASF to Buy Bayer Units for $7 Billion, NYTimes.com DealB%k, Oct. 13, 2017,
DOJ consent decree
Complaint, United States v. Bayer AG, No. 1:18-cv-01241 (D.D.C. filed May 29, 2018) (DOJ news release) (assigned to Judge James E. Boasberg)
Docket sheet (downloaded May 29, 2018)
United States’ Explanation of Consent Decree Procedures (May 29, 2018)
Exhibit 1. Stipulation and Order
Exhibit 2. Proposed Final Judgment
Competitive Impact Statement (May 29, 2018)
Bayer, Press Release, U. S. Department of Justice Conditionally Approves Bayer's Proposed Acquisition of Monsanto (May 29, 2018)
Commentary
TransDigm/Takata
(DOJ 2017)
The deal
TransDigm Group Inc., News Release, Transdigm Announces the Acquisition of Takata Corporation’s Aerospace Business (Feb. 22, 2017)
DOJ consent decree
Complaint, United States v. TransDigm Group Inc., No. 1:17-cv-02735 (D.D.C. filed Dec. 21. 2017)
Docket sheet (downloaded June 11, 2018)
U.S. Dep't of Justice, Antitrust Div., News Release, Justice Department Requires TransDigm Group to Divest Airplane Restraint Businesses Acquired from Takata (Dec. 21, 2017)
United States' Explanation of Consent Decree Procedures (Dec. 21, 2017)
Hold Separate Stipulation and Order (Dec. 21, 2017)
Proposed Final Judgment (Dec. 21, 2017)
Competitive Impact Statement (Dec. 21, 2017)
Notice, 83 Fed. Reg. 2200 (Jan. 16, 2018)
Final Judgment (Mar. 27, 2018)
Divestiture
TransDigm Group Inc., News Release, Transdigm Agrees to Divest Schroth to Management and Perusa (Dec. 21, 2017)
TransDigm Group Inc., Form 8-K (Jan. 26, 2018) (reporting on closing of divestiture sale)
Disney/Fox
(DOJ 2017)
The transaction
The Walt Disney Company & Twenty-First Century Fox, Inc., Press Release, The Walt Disney Company to Acquire Twenty-First Century Fox, Inc., after Spinoff of Certain Businesses, for $52.4 Billion In Stock (Dec. 14, 2017)
NB: 21st Century Fox will spinoff Fox Broadcasting Co. (including 28 TV stations), Fox News Channel, Fox Business Network, FS1, FS2, and Big Ten Network into a new company that will have revenue of $10 billion and earnings of about $2.8 billion. The 20th Century Fox lot in Century City will also remain with the spinoff Fox company.
Agreement and Plan of Merger among Twenty-First Century Fox, Inc. The Walt Disney Company, TWC Merger Enterprises 2 Corp., and TWC Merger Enterprises 1, LLC Dated as of December 13, 2017.
Investor Presentation (Dec. 14, 2017)
Twenty-First Century Fox, Inc., Form 10-K For the fiscal year ended June 30, 2017 (excepts on businesses)
Comcast Corp., Form 8-K (June 13, 2018) (reporting Comcast's competing offer for Disney (including letter proposal to Disney))
Investor presentataion, A Superior Proposal for 21st Centrury Fox Shareholders (June 13, 2018)
Transcript of investor call (June 13, 2018)
Comcast Corp., Schedule 14A (June 14, 2018) (describing 21CF businesses to be acquired)
Comcast Corp., Schedule 14A (June 15, 2018) (reporting what others are saying about the regulatory risks)
The Walt Disney Company & Twenty-First Century Fox, Inc., Press Release,The Walt Disney Company Signs Amended Acquisition Agreement to Acquire Twenty-First Century Fox, Inc., for $71.3 Billion in Cash and Stock (June 20, 2018)
Amended and Restated Agreement and Plan of Merger among Twenty-First Century Fox, Inc. The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc., and WDC Merger Enterprises II, Inc., Dated as of June 20, 2018
Investor conference call (June 20, 2018)
Twenty-First Century Fox, Inc., Schedule 14A (May 30, 2018) (proxy statement setting special shareholders meeting for Jully 10, 2018, for approval of Disney deal)
The DOJ consent decree
Complaint, United States v. Walt Disney Co., No. 1:18-cv-05800 (S,D.N.Y. filed June 27, 2018) (DOJ news release)
Docket sheet (downloaded Sept. 14, 2018)
United States’s Explanation of Consent Decree Procedures (June 27, 2018)
Proposed Final Judgment (June 27, 2018)
Hold Separate Stipulation and Orderr (June 27, 2018)
Competitive Impact Statement (August 7, 2018)
Commentary
± Allison Prang, Ben Fritz & Dana Mattioli, Disney Agrees to Buy Key Parts of 21st Century Fox in $52.4 Billion Deal, WSJ.com, Dec. 14, 2017.
± Meg James & James F. Peltz, Massive Disney-Fox Deal Expected to Get Close Antitrust Scrutiny. LATimes.com, Dec. 14, 2017.
± Brooks Barnes, Disney Makes $52.4 Billion Deal for 21st Century Fox in Big Bet on Streaming, N.Y. Times.com, Dec. 14, 2017.
± Cynthia Littleton & Brian Steinberg, Disney to Buy 21st Century Fox Assets for $52.4 Billion in Historic Hollywood Merger, Variety.com, Dec. 14, 2017.
± Ted Johnson, Disney-Fox Deal Lands at Uncertain Time for Antitrust Enforcement, Variety.com, Dec. 14, 2017.
± Todd Spangler, Comcast Says It’s Ready to Outbid Disney for 21st Century Fox, Variety.com, May 23, 2018.
± Steven Zeitchik, What Comcast Would Look like if It Pulled Off a Fox Deal, Wash. Post. com, June 1, 2018.
± Edmund Lee, Comcast and 21st Century Fox in Focus After AT&T-Time Warner Approval, NYTimes.com, June 12, 2018.
± Edmund Lee & Brooks Barnes, Comcast Offers $65 Billion for 21st Century Fox, Challenging Disney, NYTimes.com, June 13, 2018.
± Edmund Lee, Disney Ups Its Bid for 21st Century Fox to $71.3 Billion, NYTimes.com DealB%k, June 20, 2018.
± Keach Hagey & Erich Schwartzel, 21st Century Fox Agrees to Higher Offer From Disney, WSJ.com, June 20, 2018.
± Brent Lang, Disney Ups Fox Bid to $71.3 Billion, Outflanking Comcast, Variety.com, June 20, 2018.
± Cynthia Littleton, Bob Iger: Disney Has ‘Much Better’ Chance of Closing Fox Deal Than Comcast, Variety.com, June 20, 2018.
± Aaron Back, Why Disney Can Afford to Pay More for Fox, WSJ.com, June 20, 2018.
± Elizabeth Winkler, Why Size Alone Won’t Help Old Media Beat Netflix, June 24, 2018.
Dow/DuPont
(DOJ 2017)
The transaction
E.I. du Pont de Nemours and Company & The Dow Chemical Company, Press Release, DuPont and Dow to Combine in Merger of Equals (Dec. 11, 2015)
Investor Presentation (Dec. 11, 2015)
Fact sheet (Dec. 11, 2015)
The Dow Chemical Company, Press Release, Dow Announces Proposed Divestiture of Ethylene Acrylic Acid (EAA) Copolymers Business (Feb. 2, 2017)
The DOJ consent decree
U.S. Dept. of Justice, Antitrust Div., News Release, Justice Department Requires Divestiture of Certain Herbicides, Insecticides, and Plastics Businesses in Order To Proceed with Dow-Dupont Merger (June 15, 2017)
Complaint, United States v. Dow. Chem. Co., No. 1:17-cv-01176 (D.D.C. filed June 15, 2017).
Docket sheet (downloaded May 28, 2018) (closed Oct. 19, 2017)
United States’s Explanation of Consent Decree Procedures (June 15, 2017)
Proposed Final Judgment (June 15, 2017)
Asset Preservation Stipulation and Order (June 15, 2017)
Competitive Impact Statement (June 15, 2017)
Asset Preservation Stipulation and Order (so ordered June 19, 2017)
[Federal Register Notice, 82 Fed. Reg. 28887 (June 26, 2017)]
Unopposed Motion of The United States to Appoint Monitoring Trustees (July 5, 2017)
Memorandum of Points and Authorities in Support of Unopposed Motion of The United States to Appoint Monitoring Trustees (July 6, 2017)
E.I. du Pont de Nemours and Company & The Dow Chemical Company, Press Release, DowDuPont Merger Successfully Completed (Sept. 1, 2017)
Motion and Memorandum of The United States in Support of Entry of Final Judgment (Sept. 28, 2017)
Order (Oct. 19, 2017) (granting motion for entry of final judgment)
Final Judgment (Oct. 19, 2017)
Post-approval
E.I. du Pont de Nemours and Company & The Dow Chemical Company, Press Release, DowDuPont Merger Successfully Completed (Sept. 1, 2017)
The Dow Chemical Company, Form 8-K (Aug. 31, 2017)
SK Global, Press Release, SK Global Chemical Completes Its Acquisition of Dow’s EAA Business (Sept. 1, 2017)
FMC Corp., Press Release, FMC Corporation Completes Transformative Transactions with DuPont (Nov. 1, 2017)
Commentary
American Antitrust Institute, The Proposed Dow-DuPont Merger (May 31, 2016)
General Electric/Baker Hughes
(DOJ 2017)
The deal
General Electric Co. & Baker Hughes, Inc., Press Release, GE and Baker Hughes Agree to Create New Fullstream Digital Industrial Services Company (Oct. 31, 2016).
Investor presentation (Oct. 31, 2016)
General Electric Co., Press Release, Baker Hughes and GE Reach Agreement with DOJ to Complete Proposed Transaction (June 12, 2017)
The DOJ consent decree
Complaint, United States v. General Electric Co., No. 1:17-cv-01146 (D.D.C. filed June 12, 2017) (DOJ news release)
Docket sheet (downloaded Aug. 4, 2018)
United States’s Explanation of Consent Decree Procedures (June 12, 2017)
Proposed Final Judgment (June 12, 2017)
Hold Separate Stipulation and Orderr (June 12, 2017) (so ordered June 13, 2018)
Competitive Impact Statement (June 12, 2017)
Plaintiff United States’s Unopposed Motion and Memorandum for Entry of Modified Proposed Final Judgment (Oct. 13, 2017)
Final Judgment (Oct. 16, 2017) (entering proposed modified final judgment)
Aftermath
General Electric Co., Press Release, GE Focuses Portfolio for Growth and Shareholder Value Creation (June 26, 2018) (annoucing, among other things, that GE will divest Baker Hughes in its entirety).
± How Did GE Mess Up Its Baker Hughes Acquisition?, Seeking Alpha.com, Feb. 9, 2018
Danone/WhiteWave
(DOJ 2016)
The deal
Danone & WhiteWave Co., Press Release, Danone to Acquire WhiteWave, a USD 4 bn sales Global Leader in Organic Foods, Plant-based Milks and related products (July 7, 2016)
Investor presenation (July 7, 2017)
Investor call transscript (July 7, 2017)
The DOJ consent decree
U.S. Dep’t of Justice, Antitrust Div., Press Release, Justice Department Requires Divestiture of Danone’s Stonyfield Farms Business in Order for Danone to Proceed with WhiteWave Acquisition s (Apr. 3, 2017)
Docket sheet (downloaded July 8, 2017)
Complaint (Apr. 3, 2017)
Civil cover sheet (Dec 20, 2016)
United States’ Explanation of Consent Decree Procedures (Dec. 20, 2016)
Hold Separate Stipulation and Order (Apr. 3, 2017) (so ordered Dec. 20, 2016)
Proposed Final Judgment (Apr. 3, 2017)
Competitive Impact Statement (Apr. 13, 2017)
Danone S.A.’s Report of Compliance with Antitrust Procedures and Penalties Act Requirements (Apr. 5, 2017)
The White Wave Foods Company’s Report of Compliance with Antitrust Procedures and Penalties Act Requirements (Apr. 5, 2017)
Motion and Memorandum of the United States in Support of Entry of Final Judgment (July 12, 2017)
Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act (Juy 12, 2017)
Final Judgment (July 13, 2017)
Notice of Extension of Time (July 13, 2017) (extending time to divest assets)
Iron Mountain/Recall
(DOJ 2016)
The transaction
The DOJ consent decree
Complaint, United States v. Iron Mountain, Inc., No. 1:16-cv-00595(D.D.C. filed Mar. 31, 2016)
Docket sheet (downloaded Sept. 14, 2018)
U.S. Dep't of Justice, Antitrust Div., News Release, Iron Mountain and Recall Holdings Agree to Divest Records Management Assets as a Condition to Proceed with Transaction (Mar. 31, 2016)
United States' Explanation of Consent Decree Procedures (Mar. 31, 2016)
Hold Separate Stipulation and Order (Mar. 31, 2016) (so ordered Apr. 6, 2018)
Proposed Final Judgment (Mar. 31, 2016)
Competitive Impact Statement (Mar. 31, 2016)
Federal Register notice (Apr. 11, 2016)
Iron Mountain Incorporated, News Release, Iron Mountain Completes Acquisition of Recall (May 2, 2016)
Comment Submitted by National Records Centers, Inc. (May 31, 2016)
Response of the United States to Public Comment on the Proposed Final Judgment (Aug. 29, 2016)
Motion and Memorandum of the United States in Support of Entry of Final Judgment (Sept. 9, 2016)
Exhibit A. Proposed Final Judgment
Exhibit B. Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act
Memorandum Opinion (Nov. 16, 2016)
± DOJ web page
AMC/Carmike
(DOJ 2016)
The transaction
AMC Theaters & Carmike Cinemas, Inc.,Press Release, AMC Theatres to Acquire Carmike Cinemas, Creating Largest Chain of Movie Theatres in the U.S. and the World (Mar. 3, 2016)
AMC, Investor Presentation, AMC Entertainment Holdings, Inc. to Acquire Carmike Cinemas, Inc. (Mar. 4, 2016)
Carmike Cinemas, Inc., Press Release, Carmike Cinemas Issues Statement (Mar. 8, 2016)
Carmike Cinemas, Inc., Letter to Stockholders (May 23, 2016) (setting shareholders meeting for June 30, 2016)
Carmike Cinemas, Inc., Carmike Cinemas Adjourns Special Meeting until July 15 (June 30, 2015)
AMC Theaters, Press Release, AMC Statement on Carmike Meeting Being Adjourned to July 15, 2016 at Which Carmike Shareholders Will Vote on the AMC/Carmike Merger Transaction (June 30, 2016)
Carmike Cinemas, Inc., Press Release, Carmike Cinemas Announces Intention To Adjourn Special Meeting Until July 25, 2016 (July 14, 2016)
AMC Theaters, Press Release, AMC Statement on Potential Carmike Cinemas Acquisition (July 20, 2016)
AMC Theaters, Press Release, AMC Theatres Makes Best and Final Offer to Acquire Carmike Cinemas for $33.06 Per Share in Cash and Stock (July 25, 2016)
Carmike Cinemas, Press Release, Carmike Cinemas Announces Amended and Restated Merger Agreement with AMC Theatres (July 25, 2016)
Carmike Cinemas, Notice of Special Meeting of Stockholders To Be Reconvened on November 15, 2016 (Oct. 17, 2016)
AMC Theaters, Press Release, AMC Entertainment Holdings, Inc. and Carmike Cinemas, Inc. Announce Election Deadline (Dec. 8, 2016)
AMC Theaters, Press Release, AMC Entertainment Holdings, Inc. to Host Conference Call to Discuss the Department of Justice Approval of the Carmike Cinemas, Inc. Acquisition (Dec. 20, 2016) (± AMC conference call)
AMC Theaters, Press Release, AMC Entertainment Holdings, Inc. Completes Acquisition of Carmike Cinemas, Inc., Becomes Largest U.S. Movie Exhibitor (Dec. 21, 2016)
The DOJ consent decree
U.S. Dep’t of Justice, Antitrust Div., Press Release, AMC Required to Divest Movie Theatres, Reduce NCM Ownership and Complete Screen Transfers in Order to Complete Acquisition of Carmike Cinemas (Dec. 20, 2016)
Docket sheet (downloaded Dec. 27, 216)
Complaint (Dec. 20, 2016)
Civil cover sheet (Dec 20, 2016)
United States’ Explanation of Consent Decree Procedures (Dec. 20, 2016)
Hold Separate Stipulation and Order (Dec. 20, 2016) (so ordered Dec. 20, 2016)
Proposed Final Judgment (Dec. 20, 2016)
Competitive Impact Statement (Dec. 20, 2016)
Commentary
± Ted Johnson, AMC Entertainment Reaches Settlement with Justice Department to Clear Carmike Merger, Variety.com (Dec. 20, 2016)
ABI/SABMiller
(DOJ 2016)
DOJ consent decree
Complaint, United States v. Anheuser-Busch InBev SA/NV, No. 1:16-cv-01483 (D.D.C. filed July 20, 2016) (DOJ news release)
Proposed Final Judgment (July 20, 2016)
Hold Separate Stipulation and Order (July 20, 2016)
Competitive Impact Statement (July 20, 2016)
United States' Explanation of Consent Decree Procedures (July 20, 2016)
Background materials
± ABInBev, Press Release, Anheuser-Busch InBev Proposes Combination with SABMiller to Build the First Truly Global Beer Company (Oct. 7, 2015)
± ABInBev, Building the First Truly Global Beer Company (Nov. 11, 2015)
Private actions
Complaint for Injunctive Relief to Prohibit the Acquisition of SABMiller PLC by Anheuser-Busch Inbev, SA/NV As a Violation of Section 7 of the Clayton Antitrust Act, 15 U.S.C. § 18, Dehoog v. Anheuser-Busch InBev, SA/NV, No. 1:15-cv-02250 (D. Or. filed Dec. 1, 2015)
Commentary
American Antitrust Institute, Competitive Concerns and Remedy in the Proposed Merger of AB InBev and SABMiller (Apr. 25, 2016)
Michael J. De La Merced, Anheuser-Busch InBev Merger With SABMiller Wins U.S. Antitrust Approval, N.Y. Times DealBook, July 20, 2016
Halliburton/Baker Hughes
(DOJ 2016)
Background materials
Letter to David J. Lesar, CEO Halliburton, from Martin Craighead, CEO Baker Hughes (Nov. 4, 2014)
Letter to David J. Lesar, CEO Halliburton, from Martin Craighead, CEO Baker Hughes (Nov. 9, 2014)
Letter to David J. Lesar, CEO Halliburton, from Martin Craighead, CEO Baker Hughes (Nov. 12, 2014)
Baker Hughes Incorporated, Press Release, Baker Hughes Announces Receipt of Director Nominations from Halliburton (Nov. 14, 2014)
Halliburton and Baker Hughes Incorporated, Press Release, Halliburton and Baker Hughes Reach Agreement to Combine in Stock and Cash Transaction Valued at $34.6 Billion (Nov. 17, 2014)
± Halliburton and Baker Hughes Investor Presentation (Nov. 17, 2014)
Baker Hughes Incorporated, Press Release, Halliburton and Baker Hughes Receive Expected Requests for Additional Information from DOJ (Feb. 10, 2015)
Halliburton, Press Release, Halliburton to Separately Market for Sale its Drill Bits, Directional Drilling and LWD/MWD Businesses in Connection with Pending Baker Hughes Acquisition (Apr. 7, 2015)
Baker Hughes Incorporated, Press Release, Halliburton and Baker Hughes Provide Update on Proposed Acquisition (July 10, 2015)
Baker Hughes Incorporated, Press Release, Halliburton and Baker Hughes Announce Additional Divestiture Proposals (Sept. 28, 2015)
District court
Complaint, United States v. Halliburton Co., No. 1:16-cv-00233-UNA (D.D.C. filed Apr. 6, 2016) (DOJ news release) (market shares chart) (market shares table)
Halliburton and Baker Hughes Incorporated, Press Release, Halliburton and Baker Hughes Announce Termination of Merger Agreement (May 1, 2016)
Dept' of Justice, Press Release, Halliburton and Baker Hughes Abandon Merger After Department of Justice Sued to Block Deal (May 1, 2016)
Commentary
± Michael J. de la Merced, Halliburton to Buy Baker Hughes for $34.6 Billion, N.Y. Times Dealbook, Nov. 17, 2014.
± Brent Kendall, Lynn Cook & Alison Sider, Halliburton-Baker Hughes Deal Could Face Antitrust Hurdles, Wall St. J., Nov. 17, 2014.
± Kevin Allison, Halliburton’s Baker Hughes Bid Looks Less Refined, Reuters.com, Nov. 2, 2015.
± Maureen Farrell, Winners and Losers From the $100 Billion M&A Day, Wall St. J. MoneyBeat.com, Nov. 17, 2014.
± David McLaughlin, Matthew Monks & Zain Shauk, Halliburton Plans to Sell Less Baker Assets Than Expected, BloombergBusinessweek.com, Nov. 17, 2014.
± Alison Sider, Halliburton-Baker Hughes Merger Sinks on Regulators’ Objections, WSJ.com, May 1, 2016..
± Leslie Picker, Halliburton and Baker Hughes Call Off $35 Billion Merger, NYTimes.com, May 1, 2016.
Comcast/Time Warner Cable
Transaction voluntarily terminated by the parties as the DOJ and FCC reviews were concluding.
± Comcast Corporation, Form 8-K (Apr. 24, 2015) (re termination of agreements)
U.S. Dep't of Justice, Antitrust Div., Press Release, Comcast Corporation Abandons Proposed Acquisition of Time Warner Cable after Justice Department and the Federal Communications Commission Informed Parties of Concerns (Apr. 24, 2015)
Deal materials
Comcast/Time Warner Cable investor presentation (Feb. 13, 2014)
± Transcript of investor presentation (Feb. 13, 2014)
± Comcast Corp., Press Release, Comcast to Divest 3.9 Million Customers of Merged Comcast-Time Warner Cable Charter to Enhance Scale and Improve Geographic Footprint Divestiture will be Executed through Three Separate Transactions, Including the Creation of a New, Independent, Publicly-Traded Cable Provider (Apr. 28. 2014)
FCC materials
Applications and Public Interest Statement, In re Applications of Comcast Corp. and Time Warner Cable Inc. For Consent To Transfer Control of Licenses and Authorizations, MB Docket No. 14-57 (F.C.C. Apr. 8, 2014)
Comments of the Writers Guild of America, West, Inc., In re Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, MB Docket No. 14-16 (F.C.C. Mar. 21, 2014)
Comments of the American Antitrust Institute (Aug. 25, 2014)
Comments of Antitrust Law and Economics Professors (Oct. 20, 2014)
Congressional testimony
± See Examining the Comcast-Time Warner Cable Merger and the Impact on Consumers, Hearing Before the S. Comm. on the Judiciary (Apr. 9, 2014)
Selected testimony:
David L. Cohen, Exec. Vice President, Comcast Corp., and Arthur T. Minson, Jr., Exec. Vice President & Chief Financial Officer, Time Warner Cable Inc.., (Apr. 9, 2014) (exhibits)
Gene Kimmelman , President and CEO, Public Knowledge
Christopher S. Yoo, University of Pennsylvania Law School
Record submission (various letters and comments received by the Committee)
Comcast response to critics
± Sena Fitzmaurice, Vice President, Corporate Communications—Government & Regulatory Communications, Comcast Corporation, A False Claims Act–The Non-Coalition’s Allegations against the Time Warner Cable Deal (Mar. 12, 2015).
± David L. Cohen, Executive Vice President and Chief Diversity Officer, Comcast Corporation, Setting the Record Straight on Criticisms of the Comcast-TWC Transaction (Apr. 22, 2015)
Articles and commentary
± Maurice E. Stucke & Allen P.Grunes, Crossing the Rubicon: Why the Comcast/Time Warner Cable Merger Should Be Blocked (June 2014).
± Diana L. Moss, Rolling Up Video Distribution in the U.S.: Why the Comcast-Time Warner Cable Merger Should Be Blocked (American Antitrust Institute June 11, 2014)
± Letter to Sen. Al Franken from Ed Black, President & CEO, Computer & Communications Industry Association (June 9, 2014)
± Mark Cooper & Corie Wright, Why the Comcast/NBC Merger Poses a Major Threat to Video Competition that Antitrust Authorities Cannot Ignore (Consumer Federation of America and Freepress ____)
± American Antitrust Institute & Public Knowledge, Comcast-Time Warner Cable: Harnessing Advocacy Against the Proposed Merger (May 5, 2014)
± Scott Wallsten, An Economic Analysis of the Proposed Comcast/Time Warner Cable Merger (Technology Policy Institute May 2014)
± Ben Fox Rubin, Charter Buying Subscribers That Comcast Divests, Wall St. J., Apr. 28, 2014
± Mark Cooper, Consumer Federation of America, Buyer and Bottleneck Market Power Make the Comcast-Time Warner Merger “Unapprovable” (Apr. 8, 2014)
± John Cassidy, Standing Up to Comcast, NewYorker.com, Apr. 8, 2014
± Shalini Ramachandran,Gautham Nagesh & Brody Mullins, Comcast’s Lobbying Machine Faces Test in Washington, WSJ.com, Jan. 22, 2015.
± David McLaughlin & Todd Shields, U.S. Antitrust Lawyers Said Leaning Against Comcast Deal, Bloomberg.com, Apr. 17, 2015.
± Shalini Ramachandran, Joe Flint & Brent Kendall, Comcast Strives to Save Merger With Time Warner Cable, WSJ.com, Apr. 19, 2015.
± Brent Kendall & Shalini Ramachandran, Hurdles Are Rising for Comcast Deal, WSJ.com, Apr. 21, 2015.
± Shalini Ramachandran, Joe Flint & Brent Kendall, FCC Staff Recommends Hearing on Comcast-Time Warner Cable Merger, WSJ.com, Apr. 23, 2015.
± Liz Hoffman & Maureen Farrell, Advisers Could Lose $380 Million in Comcast-TWC Fees, WSJ.com, Apr. 24, 2015.
± Tim Wu, The Death of the Comcast Deal, New Yorker.com, Apr. 24, 2015.
Horizon Milling/ConAgra Joint Venture
(DOJ 2014)
Complaint, United States v. Conagra Foods, Inc., No. 1:14-cv-00823 (D.D.C. filed May 20, 2014)
U.S. Dep't of Justice, Press Release, Justice Department Requires Conagra, Cargill, CHS, Horizon Milling to Divest Four Significant Flour Mills to Go Forward with Ardent Mills Joint Venture (May 20, 2014)
Proposed Final Judgment (May 20, 2014)
Hold Separate Stipulation and Order (May 20, 2014)
Competitive Impact Statement (May 20, 2014)
Comments during investigation
Letter to Bill Bear, Ass't Att'y Gen., Antitrust Div., from
Food & Water Watch (Apr. 5, 2013)
Letter to Bill Bear, Ass't Att'y Gen., Antitrust Div., and Edith Ramierz, Chairwomen, Fed. Trade Comm'n, from the American Antitrust Institute (Apr. 29, 2013)
Letter to Bill Bear, Ass't Att'y Gen., Antitrust Div., from American Antitrust Institute and Food & Water Watch (Feb. 18, 2014)
Grupo Bimbo/Sara Lee
(DOJ 2011)
Signature Flight/Hawker Beechcraft
(DOJ 2018)
Complaint, United States v. Signature Flight Support Corporation/Hawker Beechcraft Services, Inc., 1:08-cv-01164 (D.D.C. filed July 3, 2008)
Proposed Final Order (July 3, 2008)
Hold Separate and Preservation of Assets Stipulation and Order (July 3, 2008)
Competitive Impact Statement (July 3, 2008)
Plaintiff United States' Explanation of Consent Decree Procedures (July 3, 2008)
Final Judgment (Oct. 30, 2008)
FTC Case Studies
(Not a complete list of FTC consent orders)
7-Eleven/Marathon (FTC 2020)
Peabody/Arch Coal (FTC 2020)
Staples/Essendant (FTC 2019)
Optum/DaVita Medical Group (FTC 2019)
Couche-Tard/Holiday Companies (FTC 2017)
Sherwin Williams/Valspar (FTC 2017)
Walgreens/Rite Aid (FTC 2017)
Ahold/Delhaize (FTC 2016)
Albertson's/Safeway (FTC 2015)
Dollar General/Dollar Tree/Family Dollar (FTC 2014)
Nielsen/Arbitron (FTC 2013)
Pinnacle/Ameristar (FTC 2013)
Hertz/Dollar Thrifty (FTC 2012)
Western Digital/Hitachi (FTC 2012)
Cardinal Health/Biotech (FTC 2011)
Panasonic/Sanyo (FTC 2009)
Hearst Trust (FTC 2001)
Silicon Graphics/Alias/Wavefront (FTC 1995)
± FTC merger enforcement press releases (filter for merger cases)
7-Eleven/Marathon
(FTC 2021)
The deal
Press Release, 7-Eleven, Inc., 7-Eleven, Inc. Transforms its U.S. Store Network Through Acquisition of Speedway (Aug. 2, 2020)
Press Release, Marathon Petroleum Corporation, Marathon Petroleum Corp. Announces Agreement for $21 Billion Sale of Speedway (Aug. 2, 2020)
Purchase and Sale Agreement by and among Marathon Petroleum Corporation, the Entities Set Forth on Schedule I Hereto and 7-Eleven, Inc. (Aug. 2, 2020)
Press Release, 7-Eleven, Inc., 7-Eleven, Inc. Completes Acquisition of 3,800 Speedway Stores (May 14, 2021)
Statement of Acting Chairwoman Rebecca Kelly Slaughter and Commissioner Rohit Chopra (May 14, 2021)
Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson (May 14, 2021)
Press Release, 7-Eleven, Inc., 7-Eleven, Inc. Response to FTC Commissioner Statement (May 14, 2021)
Press Release, 7-Eleven, Inc., 7-Eleven, Inc. Announces Agreements to Sell 293 Speedway and 7-Eleven Stores (May 19, 2021)
FTC consent decree
Complaint, In re Seven & I Holdings Co., No. C-4748 (F.T.C. issued June 25, 2021)
News Release, Fed. Trade Comm'n, FTC Orders the Divestiture of Hundreds of Retail Stores Following 7-Eleven, Inc.’s Anticompetitive $21 Billion Acquisition of the Speedway Retail Fuel Chain (June 25, 2021)
Joint Concurring Statement of Commissioners Rohit Chopra and Rebecca Kelly Slaughter (June 25, 2021)
Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson (June 25, 2021)
Agreement Containing Consent Order (June 25, 2021)
Decision and Order (June 25, 2021) (filed, not issued) (List of Divestiture Assets) (requiring divestiture of 293 stores)
Order To Maintain Assets (June 25, 2021)
Analysis of Proposed Consent Order to Aid Public Comment (June 25, 2021)
Seven & i Holdings Co., Ltd, Investor Presentation: Speedway Acquisition by 7-Eleven, Inc. (July 1, 2021) (± Briefing)
Commentary
± Michael Browne, 7-Eleven Buying 3,900 Speedway Stores in $21 Billion Deal, SupermarketNews.com (Aug. 3, 2020)
± Joshua Franklin, Japan's Seven & i to Sell Up to 300 Gas Stations after Buying Speedway, Reuters.com (Nov. 2, 2020)
± 7-Eleven Parent Divesting Up to 300 Locations as Part of Speedway Acquisition, ConvienceStoreNews.com (Nov. 3, 2020)
Peabody/Arch Coal
(FTC 2020)
The deal
Preliminary injunction proceeding
Complaint for Temporary Restraining Order and Preliminary Injunction Pursuant to Section 13(b) of the Federal Trade Commission Act, FTC v. Peabody Energy Corp., No. 4:20-cv-00317 (E.D. Mo. filed Feb. 26, 2020)
Docket sheet No. 20-0317 (downloaded Aug. 11, 2020)
Staples/Essendant
(FTC 2019)
The deal
FTC consent decree
Fed. Trade Comm'n, News Release, FTC Imposes Conditions on Staples’ Acquisition of Office Supply Wholesaler Essendant Inc. (Jan. 28, 2019)
Complaint, In re Sycamore Partners II, L.P., No. C-4667 (F.T.C. issued Jan. 25, 2019)
Statement of Commissioner Chopra In the Matter of Sycamore Partners II, L.P., Staples, Inc. and Essendant Inc. (dissenting)
Statement of Commissioner Slaughter In the Matter of Sycamore Partners II, L.P., Staples, Inc. and Essendant Inc. (dissenting)
Agreement Containing Consent Order (Jan. 25, 2019)
Decision and Order (Jan. 25, 2019) (issued as final)
Analysis of Proposed Consent Order to Aid Public Comment (Jan. 28, 2019)
Optum/DaVita Medical Group
(FTC 2019)
FTC consent decree
Complaint, In re UnitedHealth Group Inc., No. C-4677 (F.T.C. issued June 19, 2019) (FTC news release)
Statement of Commissioner Noah Joshua Phillips and Commissioner Christine S. Wilson (June 19, 2019)
Statement of Commissioners Rebecca Kelly Slaughter and Rohit Chopra (June 19, 2019)
Agreement Containing Consent Order (June 19, 2019)
Decision and Order (June 19, 2019) (filed, not issued)
Analysis of Proposed Consent Order to Aid Public Comment (June 19, 2019)
Couche-Tard/Holiday Companies
(FTC 2017)
FTC consent decree
Complaint, In re Alimentation Couche-Tard Inc., No. C-4635 (F.T.C. issued Dec. 15, 2017) (FTC news release)
Agreement Containing Consent Order (Dec. 15, 2017)
Order to Maintain Assets (Dec. 15, 2017)
Decision and Order [Public Record Version] (Dec. 15, 2017)
Analysis of Proposed Consent Order to Aid Public Comment (Dec. 15, 2017)
Letter Approving Monitor and Monitor Agreement (Dec. 15, 2017)
Federal Register notice (Dec. 27, 2017)
Decision and Order (Feb. 15, 2018) (FTC news release)
FTC civil enforcement action
Complaint for Civil Penalties Pursuant to Section 5(i) of the Federal Trade Commission Act, United States v. Alimentation Couche-Tard Inc., No. 1:20-cv-01816 (D.D.C. filed July 6, 2020) (FTC news release)
Docket sheet No. 20-1816 (downloaded Aug. 10, 2020)
Proposed Final Judgment (July 6, 2020)
Statement of the Commission (July 6, 2020)
Stipulation on Entry of Judgment (July 6, 2020)
Final Judgment (July 15, 2020)
Motion for Enrty of Final Judgment (July 6, 2020)
Sherwin Williams.Valspar
(FTC 2017)
FTC consent decree
Complaint, In re Sherwin-Williams Co., No. C-4621 (F.T.C. filed, not issued May 26, 2017; issued June 27, 2017) (FTC news release)
Agreement Containing Consent Order (May 26, 2017)
Decision and Order [Public Record Version] (May 26, 2017) (filed, not issued)
Appendix D; Monitor Agreement (May 26, 2017)
Analysis of Proposed Consent Order to Aid Public Comment (May 26, 2017)
Federal Register notice (June 7, 2017)
Decision and Order (issued July 27, 2017) (final) (FTC news release)
Walgreens/Rite Aid
(FTC 2017)
Background
Walgreens Boots Alliance, Inc. & Rite Aid Corporation, Press Release, Walgreens Boots Alliance to Acquire Rite Aid for $17.2 Billion in All-Cash Transaction (Oct. 27, 2015)
Walgreens Boots Alliance, Inc., Form 8-K (filed Oct. 29, 2015) (containing merger agreement)
Walgreens Boots Alliance, Inc., Form 10-K (filed Oct. 28, 2015, for the fiscal year ending August 31, 2015) (excerpts)
Rite Aid Corp., Form 10-K (filed Apr. 25, 2016,for the fiscal year ending Feb. 27, 2016) (excerpts)
Walgreens Boots Alliance, Inc., Investor Roadshow Materials (November 2015) (excerpt)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance and Rite Aid Receive Second Request from FTC under HSR Act (Dec. 11, 2015)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance Provides Update on its Pending Acquisition of Rite Aid (Sept. 8, 2016)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance and Rite Aid Announce Extension of Merger Agreement End Date (Oct. 20, 2016)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance and Rite Aid Reach Agreement to Sell 865 Rite Aid Stores to Fred’s Pharmacy (Dec. 20, 2016)
Fred's, Inc., Form 8-K (filed Dec. 20, 2016) (announcing agreement with Walgreens)
Fred's, Inc., Form 8-K (filed Dec. 27, 2016) (amendments to charter, bylaws, and rights agreement)
Fred's, Inc. Form 10-K (filed Apr. 13, 2017, for the fiscal year ending December 31, 2016) (excerpts)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance and Rite Aid Enter into Amendment and Extension to Merger Agreement (Jan. 30, 2017)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance and Rite Aid Certify Substantial Compliance with Second Request (May 8, 2017)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance Enters into Agreement with Rite Aid to Buy 2,186 Rite Aid Stores and Related Assets (June 29, 2017)
Fred's, Inc., Press Release, Fred’s Pharmacy Comments on Termination of Walgreens-Rite Aid Merger and Related Agreement with Fred’s (June 29, 2017)
Fed. Trade Comm'n, News Release, Statement of the Acting Director of FTC’s Bureau of Competition Regarding the Walgreens/Rite Aid Transaction (June 29, 2017)
Walgreens Boots Alliance, Inc., Form 8-K (filed Aug. 16, 2017) (reporting that the HSR filings submitted on July 17, 2017, were pulled on August 16, 2017, and that if a refiling is submitted by August 18, 2017, the waiting period under the HSR Act with respect to the refiling would be scheduled to expire on September 18, 2017, unless otherwise extended or terminated)
Walgreens Boots Alliance, Inc., Press Release, Walgreens Boots Alliance Secures Regulatory Clearance for Purchase of Stores and Related Assets from Rite Aid (Sept. 19, 2017)
Rite Aid Corp., News Release, Rite Aid Secures Regulatory Clearance to Sell 1,932 Stores and Related Assets for $4.375 Billion to Walgreens Boots Alliance Under Amended and Restated Agreement (Sept. 19, 2017)
Albertsons Companies & Rite-aid Corp., News Release, Albertsons Companies and Rite Aid Merge to Create Food, Health, and Wellness Leader (Feb. 20, 2018),
Albertsons Companies & Rite-aid Corp., Investor Presentation (Feb. 20, 2018)
Rite Aid Corp., Form 8-K (filed Mar. 5, 2018) (reporting that, as of March 2, 2018, Rite Aid had sold 1651 stores to Walgreens for just under $3.6 billion)
Rite Aid Corp., Press Release, Rite Aid Completes Transfer of Stores To Walgreens Boots Alliance and Terminates Tax Benefits Preservation Plan (Mar. 28, 2018)
Fred's, Inc., Press Release, Fred’s Commences Voluntary Chapter 11 Proceedings (Sept. 9, 2019)
Commentary
± Michael J. de la Merced & Hiroko Tabuchi, Walgreens to Buy Rite Aid for $9.4 Billion, N.Y. Times DealB%k (Oct. 27, 2015)
± Dana Mattioli,Michael Siconolfi & Dana Cimilluca, Walgreens, Rite Aid Unite to Create Drugstore Giant, WSJ.com (Oct. 27, 2015)
± Paul Ziobro, Walgreens-Rite Aid Deal Tests Regulators’ Appetite for Mergers, WSJ.com (Oct. 28, 2015)
± Michael Johnsen, WBA To Divest As Many As 1,000 Stores To Secure Rite Aid Deal Approval, Drug Stores News.com (Oct. 30, 2015)
± Phil Wahba, Walgreens-Rite Aid Deal Could Lead to Elimination of 3,000 Stores, Fortune (Nov. 5, 2015)
± Michael Johnsen, Credit Suisse: WBA, Rite Aid Deal Doable with Fewer than 1,000 Store Divestitures, Drug Stores News.com (Nov. 6, 2015)
± Paul Ziobro & Brent Kendall, Walgreens, Rite Aid Find Unlikely Buyer for 865 Stores, WSJ.com (Dec. 20, 2016)
± David McLaughlin, , Robert Langreth & Sara Forden, Walgreens Faces U.S. Antitrust Concerns Over Rite Aid Fix, Bloomberg.com (Jan. 30, 2017)
± Michael J. de la Merced, Walgreens and Rite Aid Cut Price of Merger, N.Y. Times DealB%k (Jan. 30, 2017)
± Robert Langreth & David Mclaughlin, Walgreens Said Ready to Sell More Assets to Win Rite Aid Nod, Chi. Trib. (Mar. 15, 2017)
± Michael J. de la Merced, Walgreens Calls Off Deal to Buy Rite Aid, N.Y. Times DealB%k (June 29, 2017)
± Cynthia Koons & Robert Langreth, Walgreens Gets Bigger While Rite Aid, Fred's Pick Up the Pieces, Bloomberg.com (June 29, 2017)
Industry background
± Walgreens, Store Count by State (as of August 31, 2016)
± Corey Stern, CVS and Walgreens Are Completely Dominating the US Drugstore Industry, BusinessInsider.com (July 29, 2015)
Ahold/Delhaize
(FTC 2016)
The deal
Delhaize Group & Koninklijke Ahold N.V., News Release, Ahold and Delhaize Announce Intention to Merge (June 24, 2015)
Delhaize Group & Koninklijke Ahold N.V., Investor Presentation ( June 24, 2015)
Delhaize Group & Koninklijke Ahold N.V., Joint Roadshow (Nov. 25, 2015)
FTC consent order
Complaint, In re Koninklijke Ahold, N.V., Dkt. No. C-4588 (F.T.C. filed July 22, 2016)
Exhibit A. Concentration statistics in problematic local markets
Fed. Trade Comm'n, News Release, FTC Requires Ahold and Delhaize Group to Sell 81 Stores as a Condition of Merger (July 22, 2016)
Agreement Containing Consent Order (July 22, 2016)
Decision and Order [Public Record Version] (July 22, 2016) (filed, not issued)
Order to Maintain Assets (issued July 22, 2016)
Analysis of Proposed Consent Order to Aid Public Comment (July 22, 2016)
Federal Register notice, 81 Fed. Reg. 51888 (Aug. 5, 2016)
Decision and Order (Oct. 14, 2016) (final) (requiring, among other things, that 81 Ahold and Delhaize stores be divested to seven identified divestiture buyers)
Fed. Trade Comm'n, News Release, FTC Approves Modified Final Order Preserving Competition among Supermarkets in Seven States (Oct. 31, 2016)
Approval letter (Feb. 15, 2018)
Albertson's/Safeway
(FTC 2015)
The deal
Safeway Inc. & AB Albertsons LLC, Press Release, Safeway and Albertsons Announce Definitive Merger Agreement (Mar. 6, 2014)
Safeway Inc. & AB Albertsons LLC, Press Release, Albertsons and Safeway Complete Merger Transaction (Jan. 30, 2015)
FTC consent order
Complaint, In re Cerberus Institutional Partners V, L.P., Dkt. No. C-4504 (F.T.C. filed Jan. 27, 2015) (FTC news release)
Agreement Containing Consent Order (Jan. 27, 2015)
Decision and Order [Public Record Version] (Jan. 27, 2015) (filed, not issued)
Order to Maintain Assets (issued Jan. 27, 2015)
Analysis of Proposed Consent Order to Aid Public Comment (Jan. 27, 2015)
Decision and Order (issued July 2, 2015) (final) (FTC news release) (requiring, among other things, that 146 Albertson's and Safeway stores be divested to Haggen Holding, Inc.)
Haggen complaint
Complaint, Haggen Holdings, LLC v. Albertson’s LLC, No. 1:15-cv-00768 (D. Del. filed Sept. 1, 2015)
Docket sheet (downloaded May 29, 2019)
Stipulation of Dismissal (Mar. 4, 2016) (so ordered Mar. 8, 2016)
± Peg Brickley, Albertsons Settles Litigation over Haggen Troubles, WSJ.com (Jan. 22, 2016)
± Albertsons Settles Haggen's $1B lawsuit, but for only $5.75M, Seattle times.com (Jan. 22, 2016)
Dollar General/Dollar Tree/Family Dollar
(FTC 2014)
Dollar Tree, Inc. & Family Dollar Stores, Inc., Press Release, Dollar Tree, Inc. To Acquire Family Dollar Stores, Inc. To Create North America's Leading Discount Retailer (July 28, 2014)
Dollar General Corp. Press Release, Dollar General Makes Proposal to Acquire Family Dollar for $78.50 Per Share (Aug. 18, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Confirms Receipt Of Unsolicited Proposal From Dollar General (Aug. 18, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Board Of Directors Rejects Proposal From Dollar General Based On Antitrust Issues (Aug. 21, 2014)
Dollar General Corp. Press Release, Dollar General Enhances Proposal to Acquire Family Dollar (Sept. 2, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Confirms Receipt of Revised Unsolicited Proposal from Dollar General (Sept. 2, 2014)
Dollar Tree, Inc., Press Release, Dollar Tree Makes Commitment To Divest As Many Stores As Required For Antitrust Approval (Sept. 5, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Board of Directors Rejects Revised Proposal from Dollar General Based on Antitrust Issues (Sept. 5, 2014)
Dollar Tree, Inc., Press Release, Dollar Tree and Family Dollar Receive Second Request From FTC Under HSR Act (Sept. 9, 2014)
Dollar General Corp. Press Release, Dollar General Commences Cash Tender Offer to Acquire Family Dollar At $80 Per Share (Sept. 10, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Statement on Dollar General Unsolicited Conditional Tender Offer (Spet. 10, 2014)
Dollar General Corp. Press Release, Dollar General Remains Committed to Acquisition of Family Dollar (Sept. 17, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Board of Directors Rejects Dollar General’s Illusory Tender Offer (Sept. 17, 2014)
Dollar General Corp. Press Release, Dollar General Extends Tender Offer to Acquire Family Dollar to October 31, 2014 (Oct. 1, 2014)
Dollar General Corp. Press Release, Dollar General Receives Second Request from FTC, as Expected, Regarding Proposed Acquisition of Family Dollar (Oct. 10, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Sets October 30 as Record Date for Special Meeting of Stockholders to Approve Dollar Tree Transaction (Oct. 20, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Certifies Substantial Compliance With FTC’s Second Requests (Oct. 21, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Announces Mailing of Definitive Proxy Statement/Prospectus and Proxy Cards for December 11 Special Meeting (Oct. 28, 2014)
Dollar General Corp. Press Release, Dollar General Extends Tender Offer to Acquire Family Dollar to December 31, 2014 (Oct. 31, 2014)
Dollar Tree, Inc., Press Release, Dollar Tree Certifies Substantial Compliance with FTC’s Second Request under HSR Act (Nov. 7, 2014)
Note: Dollar Tree and Family Dollar have agreed not to close the proposed merger prior to December 30, 2014, unless the FTC completes its review of the proposed merger and terminates the waiting period at an earlier date.
Family Dollar Stores, Inc., Press Release, Family Dollar Reschedules Special Meeting of Shareholders to December 23 to Permit Additional Disclosure Regarding FTC Review (Nov. 19, 2014)
Dollar Tree, Inc., Press Release, Dollar Tree Provides Update on FTC's Review of its Pending Acquisition of Family Dollar (Dec. 5, 2014)
Dollar General Corp. Press Release, Dollar General Remains Actively Engaged in FTC Regulatory Review Process (Dec. 19, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Adjourns Special Meeting of Stockholders to January 22, 2015 (Dec. 23, 2014)
Family Dollar Stores, Inc., Press Release, Family Dollar Issues Open Letter to Stockholders (Jan. 12, 2015)
Dollar Tree, Inc., Press Release, Dollar Tree Reports Progress On FTC's Review Of Its Pending Acquisition of Family Dollar (Jan. 12, 2015)
Dollar General Corp. Press Release, Dollar General Provides Update on FTC Review of Its Proposed Acquisition of Family Dollar (Jan. 15, 2015)
Family Dollar Stores, Inc., Press Release, Family Dollar Stockholders Approve Dollar Tree Merger (Jan. 22, 2015)
Dollar Tree, Inc., Press Release, Dollar Tree Comments on Outcome of Family Dollar Shareholder Vote (Jan. 22, 2015)
Dollar General Corp. Press Release, Dollar General Announces Rick Dreiling Will Continue as Chairman and CEO (Jan. 22, 2015)
Dollar Tree, Inc., Press Release, Dollar Tree, Inc. Reaches Agreement to Sell 330 Family Dollar Stores to Sycamore Partners Contingent on Completion of Family Dollar Merger (May 29, 2015)
FTC consent order
Complaint (July 2, 2015) (FTC news release)
Agreement Containing Consent Orders (July 2, 2015)
Decision and Order (July 2, 2015)
Order To Maintain Assets (July 2, 2015)
Analysis of Agreement Containing Consent Orders To Aid Public Comment (July 2, 2015)
Statement of the Federal Trade Commission (July 13, 2015)
Statement of Commissioner Joshua D. Wright Dissenting in Part and Concurring in Part (July 13, 2016)
Federal Register notice (July 20, 2015)
Decision and Order (Sept. 15, 2015) (giving final approval to the consent order) (FTC news release)
Application for Approval of Proposed Sale of Dollar Express Assets and Request for Expedited Treatment (Mar. 30, 2017) (FTC news release)
See Dollar General Corp., Investor Presentation, Invest for Growth: 2020 Vision (Mar. 24, 2016)
States' complaint
Complaint, Florida v. Dollar Tree, Inc., No. 1:15-cv-01052 (D.D.C. filed July 2, 2015) (alleging for 17 states that Dollar Tree' acquisition of Family Dollar would violate federal and state antitrust law)
Docket sheet (downloaded Apr. 29, 2017)
Final Consent Judgment (Aug. 24, 2015)
Nielsen/Arbitron
(FTC 2013)
Complaint, In re Nielsen Holdings N.V., No. C-____ (FTC filed Sept. 20, 2013)
Agreement Containing Consent Order (Sept. 20, 2013)
Decision and Order [Redacted Public Version] (Sept. 20, 2013)
Monitor Agreement [Redacted Public Version] (Sept. 20, 2013)
Analysis of Agreement Containing Consent Order To Aid Public Comment (Sept. 20, 2013)
Statement of the Commission (Sept. 20, 2013)
Dissenting Statement of Commissioner Wright (Sept. 20, 2013)
Federal Register notice (Sept. 27, 2013)
Pinnacle/Ameristar
(FTC 2013)
Complaint, In re Pinnacle Entertainment, Inc., No. 9355 (FTC filed May 29, 2013) (± FTC news release)
Agreement Containing Consent Order (Aug. 12, 2013)
Decision and Order [Redacted Public Version] (Aug. 12, 2013) (± FTC news release)
Order to Hold Separate and Maintain Assets (Public Record Version) (Aug. 12, 2013)
Analysis of Agreement Containing Consent Order To Aid Public Comment (Aug. 12, 2013)
Federal Register Notice (Aug. 19, 2013)
Application for Approval of Divestiture of the Ameristar Louisiana Assets [Redacted Public Version] (Aug. 30, 2013; redacted version filed Sept. 10, 2013) (± FTC news release)
Application for Approval of Divestiture of the Lumiere Assets [Redacted Public Version] (Sept. 19, 2013) (± FTC news release)
Hertz/Dollar Thrifty
Background
Research and Markets, Press Release, Global Car Rental Market Report 2010 Edition Reveals the Global Car Rental Volume & Demand Experienced a Steep Decline in 2009 (Oct. 1, 2011)
± Auto Rental News, Rental car market shares and other statistics, 2000-2016
Hertz Global Holdings, Inc., Form 10-K
± For the Fiscal Year Ended December 31, 2006 (filed Mar. 30, 2007)
± Gulliver, The Recession Hits Car Rental Companies, Economist.com (Jan. 3, 2009)
± David Leonhardt, The Start of a Crisis, through the Lens of Avis, NYTimes.com (Mar. 24, 2009)
± Hertz Wins $30.3M Bid for Advantage Assets, AutoRentalNews.com (Apr. 1, 2009).
± Dave Rhea, The Fall and Rise of Dollar Thrifty Automotive Group, JournalRecord.com (June 16, 2011)
± Justin Bachman, Car Rental Companies Discover Mergers, and You're Going to Pay for It. Bloomberg.com (May 25, 2016)
± Ronald Barusch, WSJ M&A 101: A Guide to Merger Agreements, WSJ.com Deal Journal (Sept. 30, 2010)
± Ronald Barusch, WSJ M&A 101: Guide to Mergers, Part 2: Deal Protections, WSJ.com Deal Journal (Nov. 15, 2010)
± Ronald Barusch, WSJ M&A 101: Reverse Termination Fees and ‘Social Issues’, WSJ.com Deal Journal (Nov. 15, 2010)
Transaction
Hertz Corp. News Release, Hertz Signs Definitive Agreement to Acquire Dollar Thrifty (Apr. 26, 2010)
Hertz Global Holdings, Inc., Hertz Acquires Dollar Thrifty (Apr. 26, 2010) (investor presentation)
Agreement and Plan of Merger by and among Hertz Global Holdings, Inc. HDTMS, Inc. and Dollar Thrifty Automotive Group, Inc. (Apr. 25, 2010)
Dollar Thrifty Automotive Group, Inc., Talking Points (Form 425, Apr. 26, 2010)
Hertz Global Holdings, Inc., Form 10-K for the fiscal year ending December 31, 2010 (excerpt of business section)
Avis Budget Group, New Release, Avis Budget Group Sends Letter to Dollar Thrifty Automotive Group Regarding Proposed Transaction with Hertz Global Holdings (May 3, 2010)
Avis Budget Group, Inc., Form 10-K for the fiscal year ending December 31, 2010 (excerpt of business section)
± Avis May Try to Top Hertz’s Bid for Dollar Thrifty, NYTimes.com DealB%k (May 3, 2010)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Automotive Group Comments on Avis Budget Group Letter (May 4, 2010)
Dollar Thrifty Automotive Group, Inc., Form 10-K for the fiscal year ending December 31, 2010 (excerpt of business section)
Avis Budget Group, New Release, Avis Budget Group Files for Antitrust Approval of Potential Acquisition of Dollar Thrifty Automotive Group (May 13, 2010)
Hertz Corp. News Release, Hertz Files for Antitrust Approval of Its Agreement to Acquire Dollar Thrifty Group (May 14, 2010)
Avis Budget Group, New Release, Avis Budget Group Receives Request for Additional Information from FTC Regarding Potential Acquisition of Dollar Thrifty (June 15, 2010)
Avis Budget Group., News Release, Avis Budget Group Submits Bid for Dollar Thrifty Automotive Group (July 28, 2010)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Receives Unsolicited Offer from Avis Budget Group (July 28, 2010)
± Steven Davidoff Solomon, Avis Goes to War for Dollar Thrifty, NYTimes.com DealB%k (July 29, 2010)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Update on Avis Budget Proposal (Aug. 3, 2010).
Hertz Corp. News Release, Hertz Releases Analysis of Anti-Trust Risk in Dollar Thrifty Acquisition (Aug. 31, 2010)
Hertz Corp., Dollar Thrifty Transaction Update (Aug. 31, 2010)
Avis Budget Group, New Release, Avis Budget Increases Premium Offer for Dollar Thrifty and Sets the Record Straight on Antitrust (Sept. 2, 2010)
Memorandum Opinion, In re Dollar Thrift Sharholder Litig., Cons. C.A. No. 5458-VCS (Del. Ch. Sept. 8, 2010)
Hertz Corp., News Release, Hertz and Dollar Thrifty Agree to $50 per Share Offer (Sept. 10, 2010)
Hertz Global Holdings, Inc., Letter to Hertz employees (Sept. 13, 2010)
± Michael J. de la Merced, Hertz and Dollar Thrifty Agree to New $1.43 Billion Deal, NYTimes.com DealB%k (Sept. 12, 2010)
Avis Budget Group, Inc., Press Release, Avis Budget Increases Its Offer for Dollar Thrifty (Sept. 23, 2010)
± Thomas Kaplan, Avis Raises Its Dollar Thrifty Bid to $1.5 Billion, NYTimes.com DealB%k (Sept. 23, 2010)
Hertz Corp., News Release, Hertz Affirms Agreement Price Is "Best and Final" (Sept. 24, 2010)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Affirms Recommendation of Hertz Merger (Sept. 27, 2010) (and rejecting Avis bid)
Avis Budget Group, New Release, Avis Budget Group Announces Commitment to Launch Exchange Offer for Dollar Thrifty Shares (Sept. 27, 2010)
Hertz Corp., News Release, Hertz Affirms Deal Certainty as Avis Concedes Antitrust Hurdle (Sept. 28, 2010)
Hertz Corp., News Release, Hertz Discloses Dollar Thrifty Stockholder Strategy (Sept. 29, 2010)
Avis Budget Group, New Release, Avis Budget Group Responds to Hertz’s “Dollar Thrifty Stockholder Strategy” (Sept. 29, 2010)
± Ronald Barusch, Could Dollar Thrifty Get a Higher Price? Here’s One Way How, WSJ.com Deal Journal (Sept. 29, 2010)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Announces Results of Special Meeting of Shareholders (Sept. 30, 2010) (rejecting Hertz offer)
± Ronald Barusch, What’s The Next Move For Dollar Thrifty?, WSJ.com Deal Journal (Sept. 30, 2010)
Hertz Corp., News Release, Hertz Comments on Dollar Thrifty Vote (Sept. 30, 2010)
Hertz Global Holdings, Inc., Form RW—Registration Withdrawal Request (Oct. 5, 2010) (withdrawal of Registration Statement on Form S-4)
Avis Budget Group, New Release, Avis Budget Reaffirms Its Commitment to Pursue the Acquisition of Dollar Thrifty (Sept. 30, 2010)
± Ronald Barusch, On the Other Hand, Avis Isn’t Doing Much to Help the Dollar Thrifty Board, WSJ.com Deal Journal (Sept. 30, 2010)
± Ronald Barusch, Five Lessons from the Dollar Thrifty Battle Royale, WSJ.com Deal Journal (Oct. 1, 2010)
Avis Budget Group & Dollar Thrifty Automotive Group, Inc., News Release, Avis Budget Group and Dollar Thrifty Automotive Group Agree To Cooperate in Seeking Regulatory Approval (Oct. 5, 2010)
± Steven Davidoff Solomon, So Where Does Dollar Thrifty Go From Here?, NYTimes.com DealB%k (Oct. 5, 2010)
Avis Budget Group, Form 425 (Nov. 4, 2010) (reporting on progress in the FTC review)
± Heidi N. Moore, Beware of the F.T.C., NYTimes.com DealB%k (Nov. 4, 2010)
Dollar Thrifty Automotive Group, Inc. & Avis Budget Group, Press Release, Dollar Thrifty Automotive Group and Avis Budget Group Provide FTC Update (Jan. 11, 2011)
Avis Budget Group, Form 425 (Feb. 17, 2011) (reporting on progress in the FTC review)
Avis Budget Group, Form 425 (May 4, 2011) (reporting on progress in the FTC review)
Hertz Corp., News Release, Hertz Global Holdings to Hold Conference Call Regarding Proposed Acquisition of Dollar Thrifty (May 9, 2011)
Hertz Corp., Investor Presentation (May 9, 2011)
Hertz Corp., Form 425 (May 9, 2011) (transcript of analyst call)
Hertz Global Holdings, Inc., Form S-4 (filed May 9, 2011)
Dollar Thrifty Automotive Group, Inc., News Release, Hertz Proposes Acquisition of Dollar Thrifty: Offer Represents Superior Value and Significant Premium to Avis Budget’s Hypothetical Offer (May 9, 2011)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Board of Directors to Review Proposed Exchange Offer from Hertz Global Holdings (May 9. 2011)
± Chris V. Nicholson, Hertz Makes $2.24 Billion Bid for Dollar Thrifty, NYTimes.com DealB%k (May 9, 2011)
± Steven Davidoff Solomon, Is Hertz’s Dollar Thrifty Deal Too Good – for Hertz?, NYTimes.com DealB%k (May 11, 2011)
Hertz Corp., News Release, Hertz and Dollar Thrifty Agree to Cooperate in Pursuit of FTC Clearance (May 12, 2011)
Hertz Corp., News Release, Hertz Commences Exchange Offer for Dollar Thrifty (May 24, 2011)
Dollar Thrifty Automotive Group, Inc., Press Release, Dollar Thrifty Automotive Group Recommends Shareholders Take No Action Regarding Hertz Exchange Offer (June 6, 2011)
Dollar Thrifty Automotive Group, Inc., Schedule 14D-9 (June 6, 2011) (recommending against Hertz offer)
± Mickey Meec, The Courtship of Dollar Thrifty, NYTimes.com (June 13, 2011)
Hertz Corp., News Release, Hertz Extends Exchange Offer to Acquire Dollar Thrifty (July 11, 2011)
± Hertz Extends Offer for Dollar Thrifty, NYTimes.com DealB%k (July 11, 2011)
Hertz Corp., News Release, Hertz Files Hart-Scott-Rodino Notification (July 14, 2011)
Hertz Corp., News Release, Hertz Extends Exchange Offer to Acquire Dollar Thrifty (Aug. 5, 2011)
Hertz Corp., News Release, Hertz Receives Request for Additional Information from FTC Regarding Proposed Acquisition of Dollar Thrifty (Aug. 15, 2011)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Sends Letter to Hertz and Avis Advising of Intent to Solicit Best and Final Proposals (Aug. 21, 2011)
Dollar Thrifty Automotive Group, Inc., Schedule 14D-9 (Amendment No. 1) (Aug. 22, 2011)
± Michael J. de la Merced, Dollar Thrifty Asks for ‘Best and Final’ Takeover Bids, NYTimes.com DealB%k (Aug. 21, 2011)
Dollar Thrifty Automotive Group, Inc., Schedule 14D-9 (Amendment No. 2) (Sept. 7, 2011)
Ex. (a)(7) Letter from DTG to Hertz (Sept. 6, 2011)
Ex. (a)(8) Letter from DTG to Avis Budget (Sept. 6, 2011)
Hertz Corp., News Release, Hertz Extends Exchange Offer to Acquire Dollar Thrifty (Sept. 9, 2011)
Avis Budget Group, Inc., Form 8-K (Sept. 14, 2011)
± Evelyn M. Rusli, Avis Abandons Its Bid for Dollar Thrifty, NYTimes.com DealB%k (Sept. 14, 2011)
Dollar Thrifty Automotive Group, Inc., Schedule 14D-9 (Amendment No. 3) (Sept. 27, 2011)
Dollar Thrifty Automotive Group, Inc., News Release, Dollar Thrifty Announces Completion of Solicitation Process (Oct. 11, 2011)
Dollar Thrifty Automotive Group, Inc., Schedule 14D-9 (Amendment No. 4) (Oct. 11, 2011) [INCLUDE THIS]
± Dollar Thrifty Takes Itself Off the Market, NYTimes.com DealB%k (Oct. 11, 2011)
Hertz Corp., News Release, Hertz Withdraws its Exchange Offer to Acquire Dollar Thrifty (Oct. 27, 2011)
± Evelyn M. Rusli, Hertz Withdraws Offer for Dollar Thrifty, NYTimes.com DealB%k (Oct. 27, 2011)
Hertz Global Holdings, Inc. & Dollar Thrifty Automotive Group, Inc., News Release, Hertz and Dollar Thrifty Announce Definitive Merger Agreement (Aug. 26, 2012)
Agreement and Plan of Merger by and among Hertz Global Holdings, Inc. HDTMS, Inc., Dollar Thrifty Automotive Group, Inc. (Aug. 26, 2012) (marked for antitrust-related provisions)
Hertz Dollar Thrifty, Transcript of conference call re proposed merger (Aug. 27, 2012)
Hertz Corp., Investor Presentation, Hertz to Acquire Dollar Thrifty (Aug. 27, 2012) (used during conference call)
Dollar Thrifty Automotive Group, Inc., Internal Messaging Points (Aug. 26, 2012)
Letter from Scott L. Thompson, Chief Executive Officer and President of Dollar Thrifty Automotive Group, Inc. to Dollar Thrifty employees (Aug. 26, 2012)
± Michael J. de la Merced & Peter Lattman, After Long Pursuit, Hertz to Buy Dollar Thrifty for $2.3 Billion, NYTimes.com DealB%k (Aug. 26, 2012)
± Michael J. de la Merced & Peter Lattman, In Dollar Thrifty Deal, Hertz Bets Big on Certainty of Closing, NYTimes.com DealB%k (Aug. 27, 2012)
Hertz Global Holdings, Inc., Offer to Purchase (Sept. 10, 2012)
Dollar Thrifty Automotive Group, Inc., Memorandum dated September 21, 2012, to Dollar Thrifty employees (Sept. 21, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Extends Tender Offer to Acquire Dollar Thrifty (Oct. 5, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Extends Timing Agreement with the FTC Until November 16, 2012 (Oct. 18, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Extends Tender Offer to Acquire Dollar Thrifty (Oct. 22, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Extends Tender Offer To Acquire Dollar Thrifty and Extends Escrow Arrangements For Related Financing (Nov. 5, 2012)
Fed. Trade Comm'n, News Release, FTC Requires Divestitures for Hertz's Proposed $2.3 Billion Acquisition of Dollar Thrifty to Preserve Competition in Airport Car Rental Markets (Nov. 15, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Obtains FTC Clearance for Dollar Thrifty Acquisition (Nov. 15, 2012)
± Michael J. de la Merced, Hertz Wins F.T.C. Approval of Its Deal for Dollar Thrifty, NYTimes.com DealB%k (Nov. 15, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Announces Expiration of Tender Offer to Acquire Dollar Thrifty (Nov. 16, 2012)
Hertz Global Holdings, Inc., News Release, Hertz Completes Acquisition of Dollar Thrifty (Nov. 20, 2012)
Hertz Global Holdings, Inc., Form 8-K (Nov. 20, 2012)
Exhibit 1. Summary of Divesture Agreement
Exhibit 2. Frequently Asked Questions
Exhibit 3. Investor Presentation
FTC proceeding
Complaint, In re Hertz Global Holdings, Inc., No. C-4376 (FTC filed Nov. 15, 2012) (FTC news release)
Agreement Containing Consent Order (Nov. 15, 2012)
Decision and Order (Nov. 15, 2012) (redacted public version)
Order To Maintain Assets (Nov. 15, 2012) (redacted public version)
Analysis of Agreement Containing Consent Orders To Aid Public Comment (Nov. 15, 2012)
Federal Register Notice (Nov. 26, 2012)
Decision and Order (July 11, 2013) (redacted public version) (± FTC news release)
Order To Maintain Assets (July 11, 2013) (redacted public version)
Letter to Counsel for Hertz Global Holdings, Inc., Approving Divestiture of Additional Assets To Be Divested To Adreca (July 10, 2013)
Letter to Commenter Fleischmann (July 10, 2013)
Letter to Commenter Hale (July 10, 2013)
Letter to Commenter Harris (July 10, 2013)
Letter to Commenter Kalil (July 10, 2013)
Letter to Commenter Mount (July 10, 2013)
Letter to Commenter Redford (July 10, 2013)
Commentary on deal
± Michael J. de la Merced & Peter Lattman, After Long Pursuit, Hertz to Buy Dollar Thrifty for $2.3 Billion, N.Y. Times DealB%k.com, Aug. 26, 2017.
± Mark Clothier, David Welch & Zachary Mider, Hertz Buying Dollar Thrifty for $2.6 Billion in Cash, Bloomberg.com, Aug. 27, 2012.
± Gary Stoller, Hertz buying Dollar Thrifty for about $2.3 billion, USAToday.com, Aug. 28, 2012 (contains some market share information and a chart of recent consolidations)
± Auto Rental News, Market Data: U.S. Rental Car Market) (2011)
The bankruptcy of the divestiture buyer
Franchise Services of North America Inc., Press Release, Franchise Services of North America Inc. Announces Bankruptcy Filing by Simply Wheelz LLC (Nov. 4, 2013)
Franchise Services of North America Inc., Press Release, Franchise Services of North America Inc. Announces that Simply Wheelz LLLC Has Filed for Federal Bankruptcy Protection (Nov. 5, 2013)
Declaration of Thomas P. McDonnell, III, in Support of Debtor's Chapter 11 Petition and First Day Motions, In re Simply Wheelz d/b/a Advantage Rent-A-Car, No. 13-03332, Chapter 11 (Bankr. S.D. Miss. filed Nov. 6, 2013).
Franchise Services of North America Inc., Press Release, Franchise Services of North America Inc. Provides Update on Simply Wheelz LLC Bankruptcy Proceedings (Nov. 8, 2013)
± Advantage to file for bankruptcy as Hertz cuts car supply, Reuters.com, Nov. 5, 2013.
± Chris Brown, Advantage Bankruptcy: What We Know Right Now, Auto Rental News.com, Nov. 13, 2013.
± David McLaughlin, Mark Clothier & Sara Forden, Hertz Fix in Dollar Thrifty Deal Fails as Insider Warned, BloombergBusiness.com, Nov. 29, 2013.
± Brent Kendall & Jacqueline Palank, How the FTC's Hertz Antitrust Fix Went Flat, Wall St. J., Dec. 8, 2013.
± Jacqueline Palank, Hertz, Advantage Rent a Car Reach Settlement, Wall St. J., Dec. 10, 2013.
Subsequent FTC proceedings
See ± Katy Stech, Bankruptcy Judge Approves Advantage Rent a Car Sale to Catalyst, Wall St. J. (Jan. 3, 2014)
± Franchise Services of North America, News Release, Franchise Services of North America announces court approval of Advantage asset sale to Catalyst and officer departure (Jan. 6, 2013) (also noting that it operates Advantage car rental brand at 72 corporate locations in 33 states)
± Thirty Advantage Locations to Close, Reports FSNA, Auto Rental News.com, Jan. 24, 2014.
Petition for Prior Approval of the Sale of Simply Wheelz (Doing Business As Advantage Rent-A-Car) to The Capital Catalyst Group, Inc., Filed by Franchise Services of North America, Inc. (Jan. 7, 2014) (FTC news release)
Public Exhibit A: Notice of Filing of Settlement Agreement among the Debtor, the Hertz Corporation and Other Parties (Bankr. S.D. Miss. filed Dec. 16, 2013) (including settlement agreement)
Public Exhibit B: Asset Purchase Agreement By and Among The Catalyst Capital Group Inc., as the Purchaser; Simply Wheelz LLC d/b/a Advantage Rent A Car as the Seller; and Franchise Services of North America, Inc. (dated as of (Dec. 16, 2013)
Commission Letter Approving the Petition (Jan. 30, 2014) (approving sale of cetain assets held by Simply Wheelz (an FSNA subsidiary) to the Catalyst Capital Group Inc. )
Petition of Franchise Services of North America, Inc. for Prior Approval of the Sale of the Non-Transferred Locations (Apr. 10, 2014) (FTC news release—issued Apr. 17, 2014) (to sell 12 closed Advantaged sites to Avis and 10 closed Advantage site to Hertz, leaving FSNA with six closed Advantaged sites)
Petition of Franchise Services of North America, Inc. for Prior Approval of the Sale of the Portland and San Jose Locations (July 8, 2014)
Western Digital/Hitachi
(FTC 2012)
Complaint, In re Western Digital Corp., No. C-4350 (FTC filed Mar. 5, 2012) (± FTC news release)
Agreement Containing Consent Order (Mar. 5, 2012)
Decision and Order [Redacted Public Version] (Mar. 5, 2012) (provisional acceptance of consent order)
Statement of the Commission (Mar. 5, 2012)
Analysis to Aid Public Comment (Mar. 5, 2012)
Federal Register notice (Mar. 12, 2013)
Decision and Order [Redacted Public Version] (May 9, 2013)(± News Release)
Order To Maintain Assets (May 9, 2013)
Statement of the Commission (May 9, 2013)
Letter to Commenter Cary [Counsel For the Respondent] (May 9, 2013) (describing the Modifications In the Decision and Order)
Cardinal Health/Biotech
(FTC 2011)
Complaint, In re Cardinal Health, Inc., No. C-4339 (FTC filed July 21, 2011) (news release)
Agreement Containing Consent Order (July 21, 2011)
Decision and Order [Redacted Public Version] (July 21, 2011) (provisional acceptance of consent order)
Analysis to Aid Public Comment (July 21, 2011)
Federal Register notice (July 27, 2011)
Decision and Order (Oct. 21, 2011) (final acceptance of consent order)
Letter to Commenter Virginia Shareholder (Oct. 18, 2011)
Petition of Cardinal Health, Inc. for Approval of Proposed Divestiture (Feb. 24, 2012)
Commission Letter (Apr. 18, 2012) (approving proposed divestiture of three former Cardinal nuclear pharmacies to Patient Care Infusion, LLC)
Panasonic/Sanyo
(FTC 2009)
Complaint, In re Panosonic Corp., No. C-4274 (F.T.C. issued Nov. 23, 2009)
Fed. Trade Comm'n, News Release, FTC Order Sets Conditions for Panasonic's Acquisition of Sanyo (Nov. 24, 2009)
Agreement Containing Consent Order (Nov. 23, 2009)
Decision and Order (Nov. 23, 2009) (provisional)
Order to Maintain Assets (Nov.
23, 2009)
Analysis of Agreement Containing Consent Orders To Aid Public Comment (Nov. 23, 2009)
Decison and Order (Jan. 6, 2010)
Hearst Trust
(FTC 2001)
Final Order and Stipulated Permanent Injunction, FTC v. Hearst Trust, Civ. No.1:01CV00734 (D.D.C. Dec. 14, 2001) (consent settlement providing for divestiture of certain acquired assets and for $16 million in disgorgement of profits)
Statement of Commissioners Sheila F. Anthony and Mozelle W. Thompson
Statement of Commissioner Orson Swindle
Statement of Commissioner Thomas B. Leary Concurring in Part and Dissenting in Part
FTC News Release
See In re First Databank Antitrust Litig., 209 F. Supp. 2d 96 (D.D.C. 2002) (holding, on FTC's objection to fee petition, that class counsel in follow-on action was entitled to fees only in respect of value created by counsel over and above that created by the FTC in its investigation and settlement)
Jo Seldeslachts, Joseph A. Clougherty & Pedro Pita Barros, Settle for Now but Block for Tomorrow: The Deterrence Effects of Merger Policy Tools, 52 J. L. & Econ. 607 (2009).
Silicon Graphics/Alias/Wavefront
(FTC 1995)
The deal
± Amy Harmon, The Cutting Edge : A New Dimension : Silicon Graphics to Buy Two 3-D Software Firms, L.A. Times.com (Feb. 8, 1995)
Consent decree
Aftermath
± Silicon Graphics, Inc., Press Release, Silicon Graphics Sells Alias Software Business (Apr. 15, 2004)
± Ashlee Vance, Once-Mighty SGI Sold to Rackable for $25 Million, NYTimes.com (Apr. 1, 2009)
± Mike Cassidy, SGI Signified the Go-Go Dot-om Era (Apr. 9, 2009).
State AG Case Studies
Optum/DaVita Medical Group
(Colorado 2019)
District Court, County of El Paso
Complaint, Colorado v. UnitedHealthcare Group Inc., No. ____ (Dist. Ct. El Paso Cty. filed June 19, 2019)
Office of the Attorney General, News Release, Antitrust Challenge and Settlement to the UnitedHealth Group and DaVita Merger Will Safeguard Competition, Cost, and Quality of Healthcare for Seniors in the Colorado Springs Area Antitrust Challenge and Settlement to the UnitedHealth Group and DaVita Merger Will Safeguard Competition, Cost, and Quality of Healthcare for Seniors in the Colorado Springs Area (Juine 19, 2019)
[Proposed] Consent Judgment (June 19, 2019)
See FTC settlement
Beth Israel Deaconess Medical Center/Lahey Health System
(Mass. 2018)
Assurance of Discontinuance Pursuant to M.G.L. Chapters 93a, § 5 and 93, § 9, Massachusetts v. Beth Lahey Health, Inc., No. 2018-3703 (Mass. Sup. Ct. Nov. 29, 2018)
Mass. Att'y Gen., News Release, AG Healey Reaches Settlement With Beth Israel, Lahey Health Over Proposed Merger (Nov. 29, 2018)
EC Case Studies
Google/Fitbit
(EC 2020)
The deal
European Commission
Press Release, Eur. Comm'n, Mergers: Commission Clears Acquisition of Fitbit by Google, Subject to Conditions (Dec. 17, 2020)