Barry Diller to Pay $480,000 to Settle FTC Allegations Related to Premerger Filing Requirements

Corporate investor Barry Diller has agreed to settle Federal Trade Commission charges that he violated the agency’s premerger filing requirements, and will pay a $480,000 civil penalty.

The Hart-Scott-Rodino (HSR) Act requires that parties notify the FTC and the Department of Justice of most large transactions that affect commerce in the United States.  After doing so, parties must observe a waiting period before closing their transaction, while one of the two agencies determines whether the transaction may result in a substantial lessening of competition.  The violation alleged in the complaint is detailed below.

According to the complaint, Diller, an investor with many holdings in media companies, acquired 120,000 shares of Coca Cola on November 1, 2010.  As a result, he held voting securities of more than $63.4 million, the premerger reporting threshold under the HSR Act at the time.  Between November 1, 2010, and April 26, 2012, Diller acquired an additional 605,000 shares of Coca Cola voting securities, but failed to submit the requisite HSR filings. In addition, on April 27, 2012, he acquired 264,000 more shares and again failed to meet his HSR filing requirements. Diller subsequently made corrective filings.

Diller had previously made a corrective filing in connection with the acquisition of voting securities of CitySearch Inc. in 1998.  The Commission declined to seek penalties at that time, but informed Diller that he was responsible for establishing an effective compliance program.

Based on these recent violations, Diller has agreed to pay a civil penalty of $480,000.

The Department of Justice filed the complaint on behalf of the Commission in the U.S. District Court for the District of Columbia on July 2, 2013.  The Commission vote to refer the complaint and proposed settlement to the DOJ was 4-0-1, with former Chairman Jon Leibowitz participating and current Chairwoman Edith Ramirez not participating.

NOTE:  The Commission authorizes the filing of a complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest.  Consent decrees have the force of law when signed by the District Court judge.

The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust{at}ftc{dot}gov, or write to the Office of Policy and Coordination, Bureau of Competition, Federal Trade Commission, 601 New Jersey Ave., N.W., Room 7117, Washington, DC 20001. To learn more about the Bureau of Competition, read Competition Counts. Like the FTC on Facebook, follow us on Twitter, and subscribe to press releases for the latest FTC news and resources.