In the Matter of Aggregate Industries, PLC, No. 02-3947 (Mass. Super. Ct. Suffolk Cty., Sept. 6, 2002)
USDOJ and plaintiff state challenged acquisition by British aggregate company of a local aggregate company with concrete plants serving eastern Massachusetts and New Hampshirealleging that the acquisition would reduce the number of ready-mix concrete suppliers able to service large construction projects in northern metropolitan Boston from three to two. In northern metropolitan Boston, Aggregate Industries and Wakefield often were each other’s most significant competitor. Aggregate Industries was required to divest the Wakefield facility to a third-party buyer. The state entered into an Assurance of Discontinuance with Aggregate Industries requiring it to relinquish a lease on another concrete plant in central Massachusetts.
In the Matter of the Proposed combintion of Faxton-St. Luke’s Healthcare and St. Elizabeth Medical Center, Assurance No. 13-489 (Dec. 11, 2013))
The two acute care hospitals in the city of Utica sought to merge. Both are in a weak financial state and treat needy patients, most of whose care is covered by Medicaid or Medicare. The settlement includes provisions prohibiting the hospitals from requiring independent physicians to work exclusively at the hospitals, and from requiring health plans to reimburse competing hospitals or health care providers at the same or lower rates than the health plans reimburse the hospitals. The hospitals committed to negotiate in good faith with rate payers. If these payors believe that the hospitals are acting unfairly, the settlement gives the payors the right to continue their currently-existing relationships with the hospitals for five years at current prices, subjected to annual increases not to exceed historic levels. The settlement also provides for continued monitoring by the Attorney General to ensure that the hospitals have implemented their promised efficiencies prior to termination of the rate-protection provisions.
Massachusetts v. J. Sainsbury, PLC, No. 99-2574A (Mass. Super. Ct. Suffolk Cty. Nov. 16, 2000)
State challenged the acquisition by J. Sainsbury of Star Markets supermarkets in Massachusetts. Defendant was required to divest 9 supermarkets, keep operating two others until a competitor opens up, and provide notice of future acquisitions. Consent decree was later modified to require only 8 divestitures.
Wal-Mart Stores, Inc. v. Rodriquez, No. 02-2778 (D.P.R.) and Estado Libre Asociado v. Wal-Mart Puerto Rico, Inc., No. 02-2847 (P.R. Ct. First Instance) (Feb. 28, 2003)
Puerto Rico challenged acquisition by Wal-Mart of supermarket chain in Puerto Rico. After the enforcement action was enjoined by the U.S. District Court, Puerto Rico appealed. Twenty states filed an amicus brief supporting Puerto Rico’s ability to challenge the transaction regardless of the actions of the FTC. While the appeal was pending, the parties entered into a settlement under which Wal-Mart would divest four supermarkets.
Alaska v. Lynden Inc.
State challenged the acquisition by Lynden, which operates Alaska Marine Lines, of Northland. The companies are the only two competitors in the market for marine cargo delivery to Southeast Alaska. The parties reached a settlement under which Northland will operate as an independent company under Lynden. Sitka-based Samson Tug and Barge will lease space and equipment that previously belonged to Northland, effectively replacing Northland as Lynden’s competitor in Southeast Alaska. The Attorney General’s office will monitor shipping in Southeast to make sure the market remains competitive.
U.S. and Plaintiff States v. US Airways Group et al., No. 1:13-CV-01236 (D.D.C. Aug. 13, 2013)
US DOJ and plaintiff states filed a complaint in federal court challenging the proposed merger between American Airlines and U.S. Airways. The complaint alleged the proposed merger would result in decreased competition, higher airfares and fees, reduced service and downgraded amenities. The dollar impact nationwide could exceed $100 million a year. The merger would make a combined U.S. Airways/American Airlines the largest worldwide carrier and reduce the number of the larger “legacy” airlines from four to three – U.S. Airways/American, United/Continental and Delta/Northwest – and the number of major airlines from five to four. If the merger were approved, the three remaining legacy airlines combined with Southwest Airlines would account for more than 80 percent of domestic travel. American Airlines is U.S. Airways’ chief competitor in the marketplace, meaning that the merger will likely only serve to increase fares and fees. Texas settled its case, entering into an agreement under which the merged airlines would maintain their operations at Texas airports, maintain DFW as a hub, and maintain its corporate headquarters in the Dallas area. DOJ and the remaining states reached settlements with the merging parties. The settlement requires US Airways and American to divest or transfer to low cost carrier purchasers approved by the department: 1) All 104 air carrier slots (i.e. slots not reserved for use only by smaller, commuter planes) at Reagan National and rights and interest in other facilities at the airport necessary to support the use of the slots; 2) Thirty-four slots at LaGuardia and rights and interest in other facilities at the airport necessary to support the use of the slots; and 3) Rights and interests to two airport gates and associated ground facilities at each of Boston Logan, Chicago O’Hare, Dallas Love Field, Los Angeles International and Miami International. The settlement reached by the states requires maintenance of existing hubs in those states, consistent with their historical operations, for three years, and continued daily service for five years to each airport in the affected states that American and US Airways serviced at the time of filing.
Commonwealth of Pennsylvania v. Geisinger Health System Foundation et al., No. 1:13-cv-02647 (M.D. Pa. Oct. 25, 2013)
State challenged merger of two hospitals that would have reduced competition in two Pennsylvania counties. Hospitals agreed to settlement.
Hawaii v. American International Group (AIG) Inc., No. 08-1-0191-01 (Haw. Cir. Ct. 1st. Dist. Jan. 29, 2008)
State court proceedings to implement settlement reached with AIG, resolving alleged bid-rigging and false insurance quotes, as well as payment of secret “contingent commissions” to brokers. See also NY v. AIG, Ohio v. AIG, Hawaii v. ACE Holdings.
Board of Regents v. Atlantic Coast Conference, No. (Cir. Ct. Pr. George’s Cty. Maryland, Jan. 18, 2013)
After the University of Maryland decided to leave the Atlantic Coast Conference (ACC) for the Big Ten Conference for its collegiate athletics, the ACC sued the university in North Carolina. The state then sued in Maryland courts, seeking a declaratory judgment that the fee imposed by the ACC on the university was excessive and was a violation of state antitrust laws because the fee was an illegal restraint of trade. The case has been stayed and the stay has been appealed.
FTC and State of Ohio v. Promedica health System, No. 3:11CV0047 (N.D. Ohio Jan. 7, 2011)
State and FTC sought preliminary injunction in connection with an already consummated acquisition by Promedica of St. Luke’s hospital. The complaint alleged that ProMedica’s acquisition of St. Luke’s eliminated significant price and non-price competition between the two firms in both the general acute-care and inpatient obstetrical markets in Lucas County. According to the complaint, the acquisition also vests ProMedica with the ability to demand higher rates for services performed at its other hospitals as well, because the addition of St. Luke’s to the ProMedica hospital system has made ProMedica a “must-have” system for health plans seeking to do business in Lucas County, as plans can no longer offer consumers a viable provider network without including ProMedica’s hospitals. The preliminary injunction was granted, and the FTC proceeded with an administrative proceeding.