Legal Library: Cases and Proceedings

The FTC preserved competition in the North American market for alumina wear tile by imposing conditions on Keystone Holdings, LLC and Compagnie de Saint-Gobain in a settlement involving Keystone’s planned acquisition of Saint-Gobain’s Advanced Ceramics Business. According to the FTC’s complaint, the deal as originally structured would have reduced competition in the relevant markets by eliminating direct competition between CoorsTek – the Keystone subsidiary that manufactures its tiles – and Saint-Gobain. In addition, the deal would increase CoorsTek’s market share substantially, eliminate CoorsTek’s most significant alumina wear tile competitor in North America, allow the combined company to raise prices for alumina wear tile, and increase the likelihood that the remaining firms could act together to raise prices for alumina wear tile.

Solvay settled antitrust concerns stemming from its proposed acquisition of Ausimont S.p.A. from Italenergia S.p.A., and agreed to divest its U.S. polyvinylidene fluoride (PVDF) operations and its interest in Alventia LLC, a joint venture which manufactures the main raw material for PVDF. According to the complaint, the proposed acquisition would lessen competition in two markets: the production and sale of all grades of PVDF; and the production and sale of melt-processible grades of PVDF.

Service Corporation International (SCI), the nation’s largest provider of funeral and cemetery services, settled Commission charges that its proposed acquisition of Keystone North America Inc., the fifth-largest funeral and cemetery services provider in North America, raises antitrust concerns in several local markets for funeral services and cemetery services. The order requires SCI to sell 22 funeral homes and four cemeteries in 19 local markets to ensure competition is preserved following its acquisition of Keystone.

The Commission challenged Danaher’s proposed acquisition of MDS Analytical Technologies, requiring that MDS divest its assets related to its laser microdissection business. The proposed settlement is designed to preserve competition in the North American market for laser microdissection devices – a key tool for scientific research.

Alta Bates Medical Group, Inc., a 600-physician independent practice association serving the Berkeley and Oakland, California, area, settleed Commission charges that it violated federal antitrust law by fixing prices charged to health care insurers. The consent order prohibits Alta Bates from collectively negotiating fee-for-service reimbursements and engaging in related anticompetitive conduct. In addition to price-fixing of fee-for-service reimbursements, the FTC’s complaint alleges an unlawful concerted refusal to deal.

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.

The Commission charged that West Penn Multi-List, operator of the only MLS service for the Pittsburgh metropolitan area, unreasonablay restricted access to its MLS services, which restrained competition.  Specifically, West Penn’s MLS rules limited publication and marketing of the listing of sellers’ properties based solely on the terms of the seller’s listing contract with the real estate broker. The MLS provider limited MLS access to those brokers with a traditional full-time listing agreement with their seller, thus constraining the ability of brokers with non-traditional listing agreements to compete.  To settle the charges, West Penn agreed to a consent order which prohibits West Penn from adopting or enforcing rules that (1) require brokers to comply with the MLS form contract and submit copies of their listing contracts to the MLS, and that (2) discourage brokers and home sellers from contracting for services for terms of less than a year.

In December 2008, the Commission settled antitrust concerns raised by the proposed $8.9 billion acquisition of Barr Pharmaceuticals by Teva Pharmaceutical Industries. The proposed acquisition would have lessened competition in the markets for 17 commonly used generic medications including drugs used in the treatment of cancer, bacterial infections, diabetes, acid reflux, and depression as well as several varieties of oral contraceptives. According to the Commission’s complaint, the acquisition would have likely led to higher prices for consumers through the removal of one of only four competitors in each of these markets. The Commission’s consent agreement requires both Teva and Barr to sell assets in 29 U.S. markets to either Watson Pharmaceuticals or Qualitest Pharmaceuticals.

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 authorized both an administrative complaint and a motion for a preliminary injunction to challenge the proposed merger of Inova Health System Foundation’s and Prince William Health System (PWHS), alleging that the acquisition would violate federal antitrust laws by reducing competition for general acute care inpatient hospital services in Northern Virginia. On June 17, 2008 the Commission approved an order dismissing its administrative complaint, as the respondents publicly announced their mutual decision to terminate the proposed acquisition agreement.