State of California alleged that Shell and Texaco entered into a joint venture in 1997 which had anticompetitive effects in the wholesale and retail markets for gasoline in San Diego County and in the market for manufacture and sale of asphalt in northern California. According to the complaint, crude oil for the production of asphalt in northern California was transported on Texaco’s heated pipeline from the San Joaquin Valley to the San Francisco Bay. The two asphalt producers/sellers in that area were Shell and Huntway Refining. Both received crude oil from the Texaco heated refinery. California contended that the joint venture would give Shell/Texaco market power over crude oil from the San Joaquin Valley and reduce competition between Shell and Huntway in the refining and sale of asphalt. California also argued that the combination of Shell and Texaco in retail sales of gasoline and other motor vehicle fuels in San Diego County would substantially limit competition in that area. Shell and Texaco agreed to supply crude oil to Huntway and to divest gasoline stations in San Diego, resolving California’s challenge to the joint venture. The companies also agreed to pay $106,250 to California for attorneys fees and costs. Washington and Oregon settled their challenge to the joint venture when Shell and Texaco agreed to divest certain assets within their States. The Federal Trade Commission entered into its own consent decree with the parties.