UNITED STATES OF AMERICA
In the Matter of
LAWYERS TITLE CORPORATION, a corporation.
Pursuant to the provisions of the Federal Trade Commission Act and of the Clayton Act, and by virtue of the authority vested in it by said Acts, the Federal Trade Commission ("Commission"), having reason to believe that respondent Lawyers Title Corporation ("LTC"), a corporation subject to the jurisdiction of the Commission, directly and through one of its subsidiaries, has entered into an agreement for the acquisition of certain assets that constitutes a violation of Section 5 of the Federal Trade Commission Act, as amended (15 U.S.C. ' 45); and that such acquisition, if consummated, would constitute a violation of Section 7 of the Clayton Act, as amended (15 U.S.C. ' 18) and Section 5 of the Federal Trade Commission Act; and it appearing to the Commission that a proceeding by it in respect thereof would be in the public interest, hereby issues its complaint, pursuant to Section 11 of the Clayton Act (15 U.S.C. ' 21) and Section 5(b) of the Federal Trade Commission Act, (15 U.S.C. ' 45(b)), stating its charges as follows:
1. For the purposes of this complaint, the following definitions apply:
II. LAWYERS TITLE CORPORATION
2. LTC is a corporation organized, existing and doing business under and by virtue of the laws of the Commonwealth of Virginia with its office and principal place of business located at 6630 West Broad Street, Richmond, Virginia 23230.
3. LTC is the sole owner of Lawyers Title Insurance Corporation.
4. LTC is, and at all times relevant herein has been, a corporation whose business is in or affecting commerce as "commerce" is defined in Section 4 of the Federal Trade Commission Act, as amended (15 U.S.C. ' 44).
III. THE ACQUISITION
5. On December 11, 1997, LTC and its subsidiary Lawyers Title Insurance Corporation entered into an Amended and Restated Stock Purchase Agreement pursuant to which LTC agreed to purchase the title insurance operations of Reliance Group, including Commonwealth Land Title Insurance Company and Transnation Title Insurance Company.
IV. TRADE AND COMMERCE
6. The relevant line of commerce is the production and/or sale of title plant services. Title plant services are used by abstractors, title insurers, title insurance agents, and others to determine ownership of and interests in real property in connection with the underwriting and issuance of title insurance policies and for other purposes.
7. The relevant sections of the country are:
8. The relevant markets set forth in Paragraphs 6 and 7 are highly concentrated.
9. There are no commercially reasonable substitutes for title plant services in the relevant markets set forth in Paragraphs 6 and 7.
10. Entry into the relevant markets is difficult or unlikely to occur at a sufficient scale to deter or counteract the effect of the Acquisition described in Paragraph 5.
11. LTC and Reliance Group, through its title insurance operations, are actual competitors in the relevant markets set forth in Paragraphs 6 and 7.
V. EFFECT OF THE ACQUISITION
12. The effect of the Acquisition may be substantially to lessen competition and to tend to create a monopoly in the relevant markets in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, 15 U.S.C. ' 45, in the following ways, among others:
13. All of the above increase the likelihood that firms in the relevant markets will increase prices and restrict output both in the near future and in the long term.
VI. VIOLATIONS CHARGED
14. The acquisition agreement described in Paragraph 5 constitutes a violation of Section 5 of the FTC Act, as amended, 15 U.S.C. ' 45.
15. The Acquisition described in Paragraph 5, if consummated, would constitute a violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45.
IN WITNESS WHEREOF, the Federal Trade Commission has caused this Complaint to be signed by the Secretary and its official seal to be affixed, at Washington, D.C. this _____ day of _______________ A.D. 1998.
By the Commission.
Donald S. Clark