Legal Library: Cases and Proceedings

John C. Malone, CEO and Chairman of Discovery Holding Company, agreed to pay a $1.4 million civil penalty to settle Federal Trade Commission charges that he violated the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) in connection with acquisitions of Discovery shares in 2005 and 2008. The FTC alleged that Malone failed to file the required notice in 2005 after buying Discovery shares, and then in 2008 purchased additional Discovery shares before the expiration of a waiting period required by the HSR Act.

Enforcing the mandatory premerger notification filing provisions under the Hart-Scott-Rodino Antitrust Improvements Act, the Commission filed a complaint in Federal District Court charging ESL Partners and ZAM Holdings, two investment funds, with failing to make timely filings prior to making two acquisitions. The acquisitions in question were the purchase of blocks of AutoZone, Inc.’s shares in September and October of 2004. According to the Commission’s complaint, the acquisition met the filing threshold established in the HSR act, and thus was required to file. ESL and ZAM agreed to pay civil penalties of $525,000 and $275,000 respectively to settle the Commission’s charges.

The Commission challenged Pernod Ricard SA’s proposed $9 billion acquisition of V&S Vin & Spirit as harmful to competition among suppliers of “super-premium” vodka. The proposed deal would have merged the two leading brands, Absolut and Stolichnaya, and allowed Pernod to raise prices profitably on both brands. Additionally, the complaint alleges that the markets for cognac, domestic cordials, coffee liqueur, and popular gin would be subject to anticompetitive effects because sensitive pricing and promotion information for Beam Global Brands, a competitor in these product markets, would be available to Pernod after the acquisition as a result of Beam’s joint venture with V&S. The Commission settled the charges by requiring Pernod to divest its distribution interests in Stolichnaya Vodka, and to erect a firewall to prevent the sharing of any competitively sensitive information from Beam Global Brands with Pernod employees.