Pennsylvania v. Arclight Energy Partners Fund VI et al., No. 1:15-CV-2493 Jan. 4, 2016)
Pennsylvania filed suit, alleging the proposed merger of two of the largest gasoline and distillate terminaling services in the state, ArcLight and Gulf Oil would violate both the Clayton Act and Pennsylvania state law by lessening competition in three markets, Altoona, Harrisburg and Scranton. The state sought injunctive relief and attorneys’ fees. The state and the parties entered into a settlement in which the defendants would agree to divest their terminal assets in Pennsylvania – located in Altoona, Pittston, Mechanicsburg and Williamsport – to New York-based Arc Logistics within 20 days of the acquisition being finalized. After the divestiture, ArcLight is further bound to assist Arc Logistics by providing transitional assistance at a reasonable cost for one year, serve as a customer of the divested terminals for two years and supply ethanol and biodiesel fuels and related terminaling services for five years. The settlement also allows any ArcLight petroleum terminal customer to sever its contract with the company without penalty or charge for six months after the divestiture date, and for ArcLight to provide them with notice of the right to do so. The FTC had previously entered into a settlement with the parties.
Florida et al. v. Service Corporation International, No. A13CV1082LY (W.D. Texas Jan. 2, 2014)
SCI, the nation’s largest funeral home chain, sought to acquire Stewart Enterprises, another large funeral home chain. Seven states and the FTC entered into consent agreements with SCI specifying which funeral homes would be divested in 59 separate markets. In a separate consent agreement, SCI agreed to provide the state plaintiffs with the same notices, requirements for approval and compliance review as to divestitures and future acquisitions included in the FTC’s consent decree and to pay the state’s costs and attorneys’ fees..
State of Nevada v. Renown Health, No. 3:12-cv-409 (D. Nev. Aug. 6, 2012)
Renown Health acquired the largest two cardiology practices in the Reno Nevada area, leaving it with 88 percent of the cardiologists in the geographic market. The settlement required Renown Health to suspend its non-compete agreements with the cardiologists until at least six cardiologists have terminated their employment by Renown. Renown will provide the Attorney General with advance notice of future acquisitions, implement a compliance program, and pay $550,000 to the AG office for fees and costs. The FTC had a parallel proceeding with similar relief.
Texas et al. v. Organon (Remeron), No. 04-5126 (D.N.J. 2004)
Plaintiff states settled with drug maker Organon USA, Inc. and its parent company, Akzo Nobel N.V., resolving antitrust claims involving the antidepressant drug Remeron between June 2001 and October 2004. The states’ complaint alleged that Organon unlawfully extended its monopoly by improperly listing a new “combination therapy” patent with the U.S. Federal Drug Administration. In addition, the complaint alleged that Organon delayed listing the patent with the FDA in another effort to delay the availability of lower-cost generic substitutes. The $26 million settlement resolved claims brought by state attorneys general, as well as a private class action brought on behalf of a class of end payors. Organon also agreed to make timely listings of patents and to submit accurate and truthful information to the FDA.
Nevada by Masto, v. Service Corporation International, No. 2:09-cv-02248. (D.Nev. 2009)
SCI sought to acquire the assets of Palm Mortuary, a cemetery company in Las Vegas, Nevada. After state and FTC investigation, determined that the acquisition would have created a combined company controlling 76% of the cemetery market in the Las Vegas area, the state and FTC filed a complaint and settlement. SCI agreed to divest most of its assets in the Las Vegas area in order to proceed with the acquisition. The complaint alleged that the acquisition, as planned, would eliminate direct competition between SCI and Palm Mortuary for cemetery services in the Las Vegas area. This would leave area cemetery consumers with fewer choices, along with the prospect of higher prices or reduced levels of service. The complaint also alleged that entry into this market from new cemetery providers would not be timely, likely or sufficient to prevent these anticompetitive effects. The settlement provides that SCI must sell its Davis Funeral Home and Memorial Park property as well as the pre-paid business derived from this property and another SCI-owned Davis funeral home to a buyer approved by the Attorney General within 90 days of SCI acquiring Palm Mortuary. Prior to SCI selling these Davis assets, SCI must ensure the economic and competitive viability of these Davis assets in accordance with past practices. A series of firewall protections help accomplish this. The Attorney General’s staff will monitor SCI’s compliance and can name an independent third party to monitor the company’s compliance. For the next three years, SCI will provide notice to the Attorney General of future acquisitions that involve cemetery service or funeral service markets where the company already has a presence in Nevada. Additionally, SCI reimbursed the Office of the Attorney General for its attorneys’ fees and costs resulting from the investigation, as well as any potential future investigations. SCI is subject to fines and injunctive relief for non-compliance.
California v. Education Media and Publishing Group Ltd, No. 09-2134-JCS (N.D. Cal. 2009, May 15, 2009)
As part of the review of the acquisition by textbook publisher Houghton Mifflin of textbook publisher Harcourt Education, the state filed a consent decree under which price increases on California-adopted textbooks and workbooks would be capped at 4.25 percent per annum for six years. The merging parties agreed to pay the state $300,00 in attorneys’ fees and costs.
Massachusetts v. First Group, PLC
Eleven states alleged that the merger would substantially lessen competition in numerous markets for the procurement of School Bus Services within the Plaintiff States. Settlement required divestitures of routes and depots, provision o fmaintenance services, no non-compete agreements, notice to the states of future acquisitions, and no coercion to include certain bid specifications plus $1.1 million in attorneys fees.
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