Tag: Bureau of Competition

Clarence L. Werner, founder of the Omaha, Nebraska-based truckload carrier Werner Enterprises, Inc. will pay a $486,900 civil penalty to settle charges that certain of his acquisitions of company stock while he was a director of the company violated the Hart-Scott-Rodino Act. The HSR Act requires companies and individuals to report stock purchases over a certain threshold to the FTC and DOJ and wait before closing the transaction so that the federal agencies can investigate the potential competitive impact of the acquisition. Smaller transactions may also be reportable under the Act due to the need to aggregate the new purchase with all current holdings.

To settle FTC charges that its actions violated the antitrust laws, the Board of Dental Examiners of Alabama agreed to stop requiring on-site supervision by licensed dentists of alignment scans of prospective patients’ mouths seeking to address misaligned teeth or gaps between teeth. According to the complaint, the board amended a rule to prohibit dental hygienists and other non-dentist practitioners from performing scans inside a patient’s mouth without on-site dentist supervision. The complaint alleges that the Board unreasonably excluded from competition providers of teledentistry-based teeth alignment products and services, and that it did this without adequate active supervision from neutral state officials, in violation of the FTC Act. On Dec. 21, 2021, the FTC announced the final consent agreement in this matter.

Richard Fairbank, CEO of Capital One Financial Corp., has agreed to settle Federal Trade Commission charges that his March 8, 2018, acquisition of Capital One Financial (COF) stock violated the Hart-Scott-Rodino Act. Under a negotiated settlement, Fairbank will pay a $637,950 civil penalty. The complaint alleges that in 2018,  Fairbank violated the notice and waiting period requirements of the HSR Act because he did not file before acquiring COF voting securities in excess of the $100 million filing threshold, as adjusted (which at the time was $168.8 million).

Joint venture NEXUS Gas Transmission, LLC, and its member companies, DTE Energy Company and Enbridge Inc., settled Federal Trade Commission charges that the joint venture’s acquisition of an Ohio pipeline would likely harm competition to provide natural gas pipeline transportation in a three-county area that includes Toledo, Ohio. The complaint alleged that NEXUS’s purchase of Generation from North Coast Gas Transmission LLC (“North Coast”) and several other owners is anticompetitive due to a non-compete clause that keeps North Coast from competing to provide natural gas pipeline transportation, for three years after the acquisition closes, in parts of the Ohio counties of Lucas, Ottawa, and Wood. The 2019 consent agreement preserved competition by requiring the parties to eliminate the non-compete clause from the sales agreement. Also, absent prior Commission approval, Nexus, DTE, and Enbridge were barred from participating in a written or oral agreement that restricts competition between any of them and another provider of natural gas pipeline transportation in the Ohio counties of Lucas, Ottawa, and Wood. On Sept. 24, 2021, the FTC announced a petition from DTE to reopen and modify the 2019 order. The Commission announced approval of the order modification on November 24, 2021.