U.S. and Vermont v. Verizon Communications, No. 1:08-cv-993-EGS (D.D.C. June 10, 2008
Vermont and the U.S. Department of Justice filed a complaint against Verizon and Rural Cellular Corp., challenging the merger of the two companies’ cellular services. The state and DOJ settled, requiring that the merged company sell all overlapping assets in Vermont.
FTC and State of Idaho v. St. Luke’s Health System, No. 1:13-CV-00116-BLW (Jan. 24, 2014, D. Idaho)
The FTC and the Attorney General of Idaho filed suit to prevent the acquisition by St. Luke’s Health System of Idaho’s largest independent, multi-specialty physician practice group, Saltzer Medical Group. According to the joint complaint , the combination of St. Luke’s and Saltzer would give it the market power to demand higher rates for health care services provided by primary care physicians (PCPs) in Nampa, Idaho and surrounding areas, ultimately leading to higher costs for health care consumers. According to the joint complaint, St. Luke’s acquisition of Saltzer was anticompetitive and violated Section 7 of the Clayton Act and Section 48-106 of the Idaho Competition Act. It created a single dominant provider of adult primary care physician (adult PCP) services in Nampa, with the combined entity commanding nearly a 60 percent share of that market. In addition, an alternative network of health care providers that does not include St. Luke’s/Saltzer’s primary care physicians becomes far less attractive for employers with employees living in Nampa. The FTC and Idaho Attorney General allege that the newly combined primary care practices will give St. Luke’s greater bargaining leverage with health care plans, with higher prices for services eventually passed on to local employers and their employees. The parties consummated their transaction several months earlier, and a private antitrust complaint was filed by several competitors. Idaho and the FTC consolidated their suits for trial. The court held that the transaction was anticompetitive and that the acquisition should be unwound. The decision was affirmed by the Ninth Circuit
U.S. and Montana v. Blue Cross and Blue Shield of Montana, No.
USDOJ and Montana sued to prevent agreement between BCBS of Montana and New West, two of three competitors in the Montana health insurance market. Five of the six hospital owners of New West had agreed to purchase health insurance from Blue Cross exclusively for six years. once the five hospital owners stopped purchasing health insurance from New West, they likely would have significantly reduced their support for New West and its efforts to win commercial health-insurance customers. These anticompetitive effects would have been exacerbated by a provision in the parties’ agreement that requires Blue Cross to give the hospital owners two seats on Blue Cross’ board of directors if the hospitals do not compete with Blue Cross in the sale of commercial health insurance. DOJ and Montana required that New West promptly divest its remaining commercial health-insurance business to an acquirer with the intent and capability to be an effective competitor. The hospital owners must enter three-year contracts with the acquirer to provide health-care services on terms that are substantially similar to their existing contractual terms with New West. At the acquirer’s option, New West and the five hospital owners must also use their best efforts to assign the health-care provider contracts that are not under their control to the acquirer or to lease New West’s provider network to the acquirer for up to three years. Under the proposed settlement, Blue Cross must notify the department and the state of Montana before it uses exclusive contracts with health-insurance brokers, or exclusive or most-favored-nation provisions in its agreements with health-care providers.
State of Nevada v. Universal Health Services, Inc., Alan B. Miller, and Psychiatric Solutions, Inc., No. 2:10-cv-01984 (D.Nev. 2010)
Sate and FTC reached settlement requiring divestitures of several acute-care inpatient psychiatric hospitals in the Las Vegas area.
U.S. and New Jersey v. Waste Management, Inc., No. 1:03CV01409 (D.D.C. 2003)
USDOJ and New Jersey challenged the merger of Waste Management, Inc. and Allied Waste Industries, Inc., the nation’s two largest commercial waste hauling and disposal companies, alleging that the transaction would have resulted in higher prices for waste collection or disposal or both in seven metropolitan areas. The companies agreed to a settlement under which they divested commercial waste hauling and disposal assets in these areas.
U.S. and Louisiana v. AT&T Inc., No. 1:09-cv-01932 (D.D.C. 2009)
US DOJ and the state of Louisiana sued for divestiture of assets in Louisiana and Mississippi in connection with the acquisition by AT&T of Centennial Communications Corp. The parties alleged that the transaction would substantially lessen competitionin the market for mobile wireless telecommunications services in those areas. The divestitures cover portions of southwestern and central Louisiana and southwestern Mississippi. The complaint alleged that AT&T and Centennial are each other’s closest competitor for a significant set of customers in eight Cellular Marketing Areas (CMAs), as defined by the Federal Communications Commission (FCC). The complaint alleges that the proposed transaction would substantially reduce competition for mobile wireless telecommunications services in each of these areas.
U.S. and Plaintiff States v. Marquee Holdings, No. 05 CV 10722 (S.D.N.Y. 2005)
US DOJ and plaintiff states filed a complaint alleging that the merger of AMC Entertainment and Loews Cineplex Entertainment would eliminate head-to-head competition between AMC and Loews and likely would have resulted in higher prices for tickets to first-run, commercial movies in sections of five major American cities: Boston, Chicago, Dallas, New York, and Seattle. DOJ and the plaintiff states agreed to a consent decree to resolve the complaint. Under the terms of the consent decree, AMC and Loews must divest movie theaters: two in Chicago and one each in New York, Boston, Seattle and Dallas. The parties must inform the parties if it proposes to acquire movie theater assets in those markets over the next 10 years.
U.S., Illinois, Colorado and Indiana v. AMC Entertaininment Holdings, No. 10-cv00846 (D.D.C. 2010)
AMC, a movie theater chain operates 304 U.S. theaters housing 4,574 screens, most
of which are located in megaplexes operates Kerasotes ShowPlace Theatres operates 96 movie theaters with 973 screens in the United States, mostly in the Midwest. USDOJ and the plaintiff states challenged the acquisition of Kerasotes by AMC on the grounds that it would reduce competition in markets in Colorado, Illinois and Indiana. To resolve the case, AMC agreed to divest eight theaters–four in Illinois, two in Colorado and two in Indiana.
United States and Plaintiff States v. Election Systems and Software, Inc. No. 10-cv-00380 (D.D.C. 2010)
The U.S. Department of Justice and nine plaintiff states filed suit against Election Systems and Software, Inc.’s (“ES&S”) acquisition of Premier Election Solutions, Inc. (“Premier”). ES&S, the largest provider of voting systems in the United States, acquired Premier, a subsidiary of Diebold, Inc. and the second largest provider of voting equipment systems. The acquisition was well under the HSR reporting thresholds. After this acquisition, ES&S provided more than 70 percent of the voting equipment systems used in elections held in the United States. The complaint alleged that because ES&S’s acquisition of Premier joined the two closest competitors in the provision of voting systems, it was likely that states and local governments would have seen higher prices and a decline in quality and innovation in voting equipment systems.
The states and USDOJ reached a settlement with ES&S under which ES&S will sell Premier’s intellectual property for all past, present and in-development voting equipment systems to another competitor. The buyer will have the ability to compete for contracts to install new voting systems using the Premier product. ES&S is prohibited for 10 years from competing for new
installations using a Premier product. The buyer will also receive copies of all existing
Premier service contracts so that it can compete for contracts that are up for renewals.
United States et al. v. Ticketmaster, No. 1:10-cv-00139(D.D.C. 2010)
U.S. and 17 states sued to enjoin merger of Ticketmaster, the nation’s largest ticketing services company, and Live Nation, the nation’s largest concert promoter.
According to the Complaint, the parties announced their merger shortly after Live Nation had entered the concert ticketing business as Ticketmaster’s closest competitor. The complaint alleged that consumers and major concert venues would
face higher ticket service charges as a result of the merger
The settlement requires the merging parties to license its ticketing software to Anschutz Entertainment Group (AEG). AEG is the nation’s second largest promoter and the operator of some of the largest concert venues in the country. The merging parties are further required to divest Ticketmaster’s entire Paciolan business, which provides a venue-managed platform for selling tickets through the venue’s own web site. Paciolan is to be divested to Comcast/Spectacor, a sports and entertainment company with a management relationship with a number of concert venues. Comcast also has ticketing experience through its New Era ticketing company.The settlement also prohibits the merging parties from retaliating against venue owners who contract with the merging parties’ competitors.
