Federal Trade Commission (2006)
Agency decision
Ask Donna
What actually matters in this document.
Text
Federal Trade Commission
Bureau of Competition
Jeffrey Schmidt, Director
Antitrust Enforcement Activities
Fiscal Year 2002 - March 15, 2006
ABA Antitrust Section Spring Meeting 2006
VACANT
Deputy Director
Operations
Marian R. Bruno, Assistant Director
Mack D. Foster,
Deputy Assistant Director
Premerger Notification
Marian R. Bruno, Assistant Director
Robert L. Jones,
Deputy Assistant Director
Compliance
Daniel P. Ducore, Assistant Director
Roberta S. Baruch and
Elizabeth A. Piotrowski,
Deputy Assistant Directors
Healthcare Services & Products
David R. Pender,
Acting Assistant Director
Markus H. Meier,
Deputy Assistant Director
Mergers II
Michael H. Knight, Assistant Director
Morris A. Bloom,
Deputy Assistant Director
Mergers I
Michael R. Moiseyev, Assistant Director
Yolanda M. Gruendel and
Matthew J. Reilly
Deputy Assistant Directors
January 2006
Honors Paralegal Program
Carrie Klein,
Coordinator
Merger Process
Task Force
Merger Guidelines
Commentary Task Force
WRO
Jeffrey A. Klurfeld,
Regional Director
NWRO
Charles A. Harwood,
Regional Director
NERO
Barbara Anthony,
Regional Director
Jeffrey W. Brennan
Associate Director
Jeffrey Schmidt
Director
Richard B. Dagen
Special Counsel
Jeanine K. Balbach
Thomas J. Klotz
Assistants to the Director
Michael J. Bloom,
Director of Litigation
Thomas H. Brock,
Senior Litigation Counsel
Bureau of Competition
Federal Trade Commission
International Antitrust
Randolph W. Tritell,
Assistant Director
Policy and Coordination
Alden F. Abbott, Associate Director
Ernest A. Nagata,
Deputy Associate Director
Anticompetitive Practices
Geoffrey D. Oliver,
Assistant Director
Patrick J. Roach,
Deputy Assistant Director
Mergers IV
Chul Pak, Assistant Director
Catharine M. Moscatelli,
Deputy Assistant Director
Mergers III
Phillip L. Broyles,
Assistant Director
VACANT
Deputy Assistant Director
VACANT
Deputy Director
ABA ANTITRUST SECTION
SPRING MEETING
Summary of Bureau of Competition Activity
Fiscal Year 2002 Through March 15, 2006
Table of Contents
I.
Mergers ........................................................................................................1
A.
Consent Orders .............................................................................................................. 1
Airgas, Inc........................................................................................................................ 1
American Air Liquide, Inc............................................................................................... 1
Allergan, Inc. ................................................................................................................... 1
Amgen Inc........................................................................................................................ 1
Aspen Technology, Inc. ................................................................................................... 2
Baxter International, Inc. ................................................................................................. 2
Bayer AG ......................................................................................................................... 2
Buckeye Partners, L.P...................................................................................................... 2
Cemex, S.A. ..................................................................................................................... 3
Cephalon, Inc. .................................................................................................................. 3
Chevron Corporation ....................................................................................................... 3
Chevron Texaco Corporation........................................................................................... 3
Cytec Industries, Inc. ....................................................................................................... 3
Dainippon Ink and Chemicals, Inc................................................................................... 3
DaVita Inc........................................................................................................................ 4
Deutsche Gelatine-Fabriken Stoess AG........................................................................... 4
Diageo plc ........................................................................................................................ 4
DSM N.V. ........................................................................................................................ 4
Enterprise Products Partners L.P. .................................................................................... 4
GenCorp Inc..................................................................................................................... 5
General Electric Company............................................................................................... 5
General Electric Company............................................................................................... 5
Genzyme Corporation...................................................................................................... 5
INA-Holding Schaeffler KG............................................................................................ 5
Itron, Inc........................................................................................................................... 5
Johnson & Johnson .......................................................................................................... 6
Koninklijke Ahold NV..................................................................................................... 6
Libbey, Inc. ...................................................................................................................... 6
Metso Oyj......................................................................................................................... 6
Magellan Midstream Partners, L.P. ................................................................................. 7
MSC. Software Corporation ............................................................................................ 7
Nestle Holdings, Inc......................................................................................................... 7
Novartis AG ..................................................................................................................... 7
Occidental Chemical Corporation.................................................................................... 7
Penn National Gaming, Inc.............................................................................................. 8
i
B.
C.
D.
E.
F.
G.
H.
II.
Pfizer Inc.......................................................................................................................... 8
Phillips Petroleum Company ........................................................................................... 8
Quest Diagnostics, Inc. .................................................................................................... 8
Sanofi-Synthélabo............................................................................................................ 8
Shell Oil Company........................................................................................................... 8
SmithKline Beecham plc ................................................................................................. 9
Solvay S.A. ...................................................................................................................... 9
Southern Union Company................................................................................................ 9
Teva Pharmaceutical Industries Ltd................................................................................. 9
The Procter & Gamble Company .................................................................................... 9
Valero Energy Corporation.............................................................................................. 9
Valero L.P. ..................................................................................................................... 10
Wal-Mart Stores, Inc...................................................................................................... 10
Authorizations to Seek Preliminary Injunctions ...................................................... 10
Aloha Petroleum, Ltd..................................................................................................... 10
Arch Coal, Inc................................................................................................................ 10
Cytyc Corporation.......................................................................................................... 11
Deutsche Gelatine-Fabriken Stoess AG......................................................................... 11
Diageo plc ...................................................................................................................... 11
Kroger Company/Raley’s Corporation .......................................................................... 11
Libbey, Inc. .................................................................................................................... 11
Meade Instruments Corporation .................................................................................... 12
Nestlé Holdings, Inc....................................................................................................... 12
Vlasic Pickle Company.................................................................................................. 12
Commission Opinions/Initial Decisions ..................................................................... 12
Chicago Bridge & Iron Company .................................................................................. 12
Northwestern Healthcare Corporation ........................................................................... 13
Court Decisions ............................................................................................................ 13
Arch Coal, Inc................................................................................................................ 13
Swedish Match AB ........................................................................................................ 14
Order Violations........................................................................................................... 14
Boston Scientific Corporation........................................................................................ 14
RHI AG.......................................................................................................................... 14
Other Commission Orders .......................................................................................... 14
H.J. Heinz Company ...................................................................................................... 14
Administrative Complaints ......................................................................................... 14
Other ............................................................................................................................. 15
Best Practices Analysis for Merger Review Process ..................................................... 15
Conference on the Price Effects of Mergers and Concentration in the United States
Petroleum Industry......................................................................................................... 16
Guidelines for Merger Investigations ............................................................................ 16
Horizontal Merger Investigation Data ........................................................................... 16
Merger Efficiency Roundtable....................................................................................... 16
Merger Enforcement Workshop .................................................................................... 16
Merger Remedies - Second Workshop .......................................................................... 16
Hart-Scott-Rodino Antitrust Improvements Act Enforcement ...........17
ii
A.
B.
C.
D.
E.
F.
III.
A.
B.
C.
D.
Court Decisions ............................................................................................................ 17
Scott R. Sacane .............................................................................................................. 17
The Hearst Trust and The Hearst Corporation............................................................... 17
William H. Gates, III ..................................................................................................... 17
Consent Orders ............................................................................................................ 17
Complaints - Filed........................................................................................................ 18
Blockbuster, Inc. ............................................................................................................ 18
Complaints - Authorized ............................................................................................. 18
Arch Coal, Inc................................................................................................................ 18
Rules and Formal Interpretations.............................................................................. 18
Other ............................................................................................................................. 19
Non-Merger Enforcement ........................................................................20
Commission Opinions/Initial Decisions ..................................................................... 20
Kentucky Household Goods Carriers Association, Inc. ................................................ 20
North Texas Specialty Physicians.................................................................................. 20
Rambus, Inc. .................................................................................................................. 21
South Carolina State Board of Dentistry ....................................................................... 21
Union Oil of California.................................................................................................. 21
Court Decisions ............................................................................................................ 22
PolyGram Holding, Inc. (The Three Tenors)................................................................. 22
Schering-Plough Corporation ........................................................................................ 22
Authorizations to Seek Preliminary/Permanent Injunctions .................................. 23
Alpharma, Inc. and Perrigo Company ........................................................................... 23
Mylan Laboratories, Inc................................................................................................. 23
Warner Chilcott.............................................................................................................. 23
Consent Orders ............................................................................................................ 24
Alabama Trucking Association, Inc. ............................................................................. 24
American Home Products Corporation.......................................................................... 24
American Institute for Conservation of Historic and Artistic Works ............................ 24
Anesthesia Service Medical Group, Inc. and Grossmont Anesthesia Services Medical
Group ............................................................................................................................. 24
Aurora Associated Primary Care Physicians, L.L.C...................................................... 25
Biovail Corporation ....................................................................................................... 25
Biovail Corporation and Elan Corporation .................................................................... 25
Bristol-Myers Squibb Company .................................................................................... 25
California Pacific Medical Group dba Brown and Toland Medical Group................... 26
Carlsbad Physician Association..................................................................................... 26
Clark County, Washington Attorneys............................................................................ 26
Evanston Northwestern Healthcare Corporation ........................................................... 26
FMC Corporation and Asahi Chemical Industry Co. Ltd.............................................. 26
Health Care Alliance of Laredo, L.C., ........................................................................... 27
Indiana Household Movers and Warehousemen, Inc. ................................................... 27
Institute of Store Planners.............................................................................................. 27
Iowa Movers and Warehousemen’s Association........................................................... 27
Maine Health Alliance ................................................................................................... 27
Memorial Hermann Health Network Providers............................................................. 27
iii
E.
F.
IV.
V.
VI.
Minnesota Transport Services Association.................................................................... 28
Movers Conference of Mississippi, Inc. ........................................................................ 28
National Academy of Arbitrators................................................................................... 28
New Hampshire Motor Transport Association .............................................................. 28
New Millennium Orthopaedics...................................................................................... 28
Obstetrics & Gynecology Medical Corporation of Napa Valley................................... 28
Partners Health Network, Inc......................................................................................... 29
Physician Network Consulting, L.L.C........................................................................... 29
Piedmont Health Alliance, Inc....................................................................................... 29
Preferred Health Services, Inc. ...................................................................................... 29
Professional Integrated Services of Denver, Inc., Michael J. Guese, M.D., and Marcia
A. Brauchler................................................................................................................... 30
Professionals in Women’s Care ..................................................................................... 30
San Juan IPA.................................................................................................................. 30
Southeastern New Mexico Physicians IPA.................................................................... 30
South Georgia Health Partners, L.L.C. .......................................................................... 30
SPA Health Organization dba Southwest Physician Associates.................................... 31
Surgical Specialists of Yakima ...................................................................................... 31
System Health Providers................................................................................................ 31
Tenet Healthcare Corporation........................................................................................ 31
Union Oil Company of California ................................................................................. 31
Valassis Communications, Inc....................................................................................... 32
Virginia Board of Funeral Directors and Embalmers .................................................... 32
Washington University Physician Network................................................................... 32
White Sands Health Care System, L.L.C....................................................................... 32
Administrative Complaints ......................................................................................... 32
Other ............................................................................................................................. 32
Public Documents/Policy Statements/Conferences ....................................................... 32
Commission Studies/Guidelines .................................................................................... 33
Advisory Opinions ......................................................................................................... 34
Advocacy Filings ........................................................................................................... 36
Workshops/Hearings/Conferences................................................................................. 41
Intellectual Property and Patent Law............................................................................. 43
Other .............................................................................................................................. 44
International Activities .............................................................................44
Competition Speeches ...............................................................................46
Statistics .....................................................................................................54
iv
ABA ANTITRUST SECTION
SPRING MEETING
Summary of Bureau of Competition Activity
Fiscal Year 2002 Through March 15, 2006
I.
Mergers
A.
Consent Orders
Airgas, Inc.
(Final Order December 18, 2001): Airgas, Inc., the nation’s largest distributor of industrial,
medical, and specialty gases, settled antitrust charges that its January 2000 acquisition of
Mallinckrodt, Inc.’s Puritan Bennett Medical Gas Business eliminated competition in the North
American market for the production and sale of nitrous oxide. Under terms of the order, Airgas
is required to divest two nitrous oxide plants and related assets to Air Liquide America
Corporation within 10 days after the Commission issues its final order. Nitrous oxide is a clear,
odorless gas used mainly in dental and surgical procedures as an analgesic agent or as a
supplement to anesthesia.
American Air Liquide, Inc.
(Final Order June 29, 2004): L’Air Liquide was permitted to acquire Messer Griesheim GmbH, a
leading industrial gas producer. Under terms of the order, Air Liquide is required to divest six
air separation units operated by Messer in California, Texas, Louisiana, and Mississippi within
six months. According to the complaint, the transaction as proposed would substantially lessen
competition in the market for liquid argon, liquid oxygen and liquid nitrogen.
Allergan, Inc.
(Proposed Consent Agreement Accepted for Public Comment on March 8, 2006): The consent
order requires that Allergan and Inamed will divest the rights to develop and distribute Reloxin, a
potential Botox rival, to settle charges that Allergan’s $3.2 billion purchase of Inamed would
reduce competition and force consumers to pay higher prices for botulinum toxin type A
products. Under the terms of the FTC settlement, the companies will return the development and
distribution rights to Reloxin to Ipsen Ltd., its U.K.-based manufacturer.
Amgen Inc.
(Final Order September 3, 2002): Amgen settled antitrust charges that its proposed $16 billion
acquisition of Immunex Corporation would reduce competition and tend to create a monopoly in
1
the biopharmaceutical markets for neutrophil (white blood cell) regeneration factors; tumor
necrosis factor (TNF) inhibitors; and interleukin-1 (IL-1) inhibitors. The consent order requires
the firms to sell all of Immunex’s assets related to Leukine - a neutrophil regeneration factor - to
Schering AG; license certain intellectual property rights to TNF inhibitors to Serono S.A.; and
license certain intellectual property rights related to IL-1 inhibitors to Regeneron
Pharmaceuticals Inc.
Aspen Technology, Inc.
(Final Order December 20, 2004) Under terms of a consent order, Aspen agreed to divest
Hypotech’s continuous process and batch process assets and Aspen’s operator training software
and service business to a Commission-approved buyer to settle charges in the complaint and
resolve the administrative proceedings.The Commission issued an administrative complaint on
August 6, 2003 that challenged Aspen’s 2002 acquisition of Hyprotech, Ltd. alleging that the
acquisition eliminated a significant competitor in the provision of process engineering simulation
software for industry. According to the complaint, the acquisition has led to reduced innovation
competition in six specific process engineering simulation software markets.
Baxter International, Inc.
(Final Order February 3, 2003): Baxter settled Commission concerns stemming from its $316
million proposed acquisition of Wyeth Corporation’s generic injectable drug business and agreed
to divest several pharmaceutical products. The Commission charged that the acquisition would
reduce competition in the manufacture and sale of propofol (a general anesthetic); new injectable
iron replacement therapies; metoclopramide (used to treat nausea); and vecuronium and
pancuronium (neuromuscular blocking agents used to temporarily freeze muscles during
surgery). The consent order requires divestitures in each of the pharmaceutical markets.
Bayer AG
(Final Order August 2, 2002): A consent order permits Bayer to purchase Aventis CropScience
Holdings S.A. from Aventis S.A. The order requires Bayer to divest businesses and assets in the
following four major markets: new generation chemical insecticide products; new generation
chemical insecticide active ingredients; post-emergent grass herbicides for spring wheat; and
cool weather cotton defoliants. According to the complaint, the transaction as proposed would
result in the elimination of both actual and potential competition in the four markets; increase
barriers to entry; reduce innovation competition for certain products; and increase the possibility
of coordinated interaction between competitors.
Buckeye Partners, L.P.
(Final Order December 17, 2004): Buckeye agreed to notify the Commission before acquiring
any interest in the Niles petroleum terminal for a period of ten years under provisions of a
consent order. The consent order settled charges that Buckeye's proposed acquisition of five
refined petroleum products pipelines and 24 petroleum products terminals in the United States
from Shell Oil Company would reduce competition in the market for the terminaling of gasoline,
diesel fuel, and other light petroleum products in the area of Niles, Michigan.
2
Cemex, S.A.
(Final Order March 25, 2005): Cemex S.A. agreed to settle concerns stemming from its proposed
$5.8 billion acquisition of RMC Group PLC. The final consent order required Cemex to divest
RMC’s five ready-mix concrete plants in the Tucson, Arizona area, at no minimum price to a
Commission-approved buyer.
Cephalon, Inc.
(Final Order September 20, 2004): The consent order settled charges that Cephalon's proposed
acquisition of Cima Labs, Inc. would allow Cephalon to continue its monopoly in the United
States market for drugs that eliminate or reduce the spikes of severe pain that chronic cancer
patients experience. The consent order required Cephalon to grant Barr Laboratories, Inc. a fully
paid, irrevocable license to make and sell a generic version of Cephalon's breakthrough cancer
pain drug, Actiq, in the United States.
Chevron Corporation
(Final Order January 4, 2002): A consent order permitted the $45 billion merger of Chevron and
Texaco Inc., but required significant divestitures in the petroleum industry, including gasoline
marketing assets, refining and bulk supply facilities, crude oil pipeline interests and terminaling
facilities.
Chevron Texaco Corporation
(Final Order July 27, 2005): Under the terms of the consent orders Chevron and Unocal will
cease enforcing Unocal’s patents covering reformulated gasoline that complies with California
Air resources Board Standard, will not undertake any new enforcement efforts related to the
particular patents, and will cease all attempts to collect damages, royalties, or other payments
related to the use of any of the patents. In addition, the companies will dismiss all pending legal
actions related to alleged infringement of the patents. According to the complaint, the
acquisition of the Unocal patents by Chevron would have facilitated coordinated interaction
among downstream refiners and marketers of CARB gasoline.
Cytec Industries, Inc.
(Final Order April 7, 2005): A final consent order requires Cytec Industries, Inc. to divest UCB’s
Amino Resins Business in Massachusetts and Germany to a Commission-approved buyer.
According to the complaint issued with the agreement, the acquisition as proposed would
eliminate direct competition between the two firms in the market for amino resins used for
industrial liquid coatings and rubber adhesion promotion.
Dainippon Ink and Chemicals, Inc.
(Final Order March 13, 2003): Dainippon agreed to divest the perylene business of its U.S.
subsidiary, Sun Chemical Corporation, to Ciba Specialty Chemicals Inc. and Ciba Specialty
Chemicals Corporation to settle allegations that its proposed acquisition of Bayer Corporation’s
high-performance pigment manufacturing facility would eliminate competition in the highly
concentrated world market for perylenes – organic pigments used to impart unique shades of red
color to products, including coatings, plastics and fibers.
3
DaVita Inc.
(Final Order November 18, 2005): The consent order resolves the competitive issues raised by
DaVita’s proposed $3.1 billion purchase of rival outpatient dialysis clinic operator Gambro
Healthcare Inc. from Gambro AB. Pursuant to the order, DaVita sold 69 dialysis clinics and end
two management services contracts in 35 markets across the United States within 10 days of
consummating its purchase of Gambro. The Commission has approved Renal Advantage Inc. as
the buyer of most of the clinics to be divested, and entered into an order to maintain assets with
DaVita.
Deutsche Gelatine-Fabriken Stoess AG
(Final Order April 17, 2002): A consent order allowed DGF to complete its $170 million
acquisition of Leiner Davis Gelatin Corporation and its Goodman Fielder USA, Inc. subsidiary
under terms that the entire pigskin and beef hide gelatin business of Goodman Fielder would be
excluded from the transaction. The complaint issued with the order alleged that if the firms were
allowed to consummate the transaction, as originally proposed, they would account for more
than 50 percent of the U.S. market for these gelatin products used by the food industry as an
ingredient in edible products and by the pharmaceutical industry to produce capsules and tablets.
The consent order requiring the restructured transaction was negotiated after the Commission
authorized staff to seek a preliminary injunction in federal district court to block the parties from
consummating the transaction.
Diageo plc
(Final Order December 19, 2001): Diageo and Vivendi Universal S.A. resolved antitrust
concerns regarding Diageo’s and Pernod Ricard S.A.’s joint acquisition of Vivendi’s Seagram
Spirits and Wine Business that would combine the second- and third- largest rum producers in
the United States. The consent order, among other things, required Diageo to divest the Malibu
rum business worldwide to a Commission-approved buyer within six months of the acquisition
of Seagram. On October 23, 2001, the Commission authorized staff to seek a preliminary
injunction in federal district court to block the transaction.
DSM N.V.
(Final Order January 6, 2004): A consent order permitted DSM N.V. to acquire the Vitamins and
Fine Chemicals Division of Roche Holding AG but requires DSM to divest its phytase business
to BASF AG within 10 days after the transaction is completed. Phytase is an enzyme added to
certain animal feed to promote the digestion of nutrients necessary for livestock production.
Enterprise Products Partners L.P.
(Final Order November 23, 2004): Enterprise Products Partners L.P. settled charges that its $13
billion merger with GulfTerra Energy/Partners L.P. would eliminate competition in two markets:
the pipeline transportation of natural gas from the West Central Deepwater region of the Gulf of
Mexico; and propane storage and terminaling services in Hattisburg, Mississippi. The consent
order requires the divestiture of an interest in a pipeline transportation system and an interest in a
propane facility that serves the Dixie Pipeline.
4
GenCorp Inc.
(Final Order December 19, 2003): A consent order allowed GenCorp Inc. to acquire Atlantic
Research Corporation while requiring the divestiture of Atlantic’s in-space liquid propulsion
business within six months of consummating the transaction. According to the complaint issued
with the consent order, the transaction as originally planned would have lessened competition in
the United States in four different types of in-space propulsion engines: monopropellant
thrusters; bipropellant apogee thrusters; dual mode apogee thrusters; and biopropellant attitude
control thrusters.
General Electric Company
(Final Order January 28, 2004): A final consent order settled antitrust concerns stemming from
General Electric Company’s proposed acquisition of Agfa-Gevaert N.V.’s nondestructive testing
business. According to the complaint issued with the consent order, the transaction as proposed
would have eliminated competition in the United States markets for portable flaw detectors,
corrosion thickness gages, and precision thickness gages - equipment used to inspect the
tolerance of materials without damaging them or impairing their future usefulness. The consent
order requires General Electric to divest its worldwide Panametrics Ultrasonic NDT business to
R/D Tech, Inc. within 20 days after the transaction is completed.
General Electric Company
(Final Order October 25, 2004): General Electric was permitted to acquire InVision
Technologies, Inc. with conditions that it divest InVision's YXLON x-ray nondestructive testing
and inspection equipment to a Commission approved acquirer. According to the complaint
issued with the consent order, the two firms are direct competitors in a highly concentrated
market. The consent order protects competition in the United States market for specialized x-ray
testing and inspection including standard x-ray cabinets; x-ray systems equipped with automated
defect recognition software; and high-energy x-ray generators.
Genzyme Corporation
(Final Order January 31, 2005): A consent order allowed Genzyme’s acquisition of ILEX
Oncology, Inc., but requires the companies to divest certain assets in the market for solid organ
transplant acute therapy drugs. Specifically, Genzyme is required to divest all contractual rights
related to ILEX’s Campath®, an immunosuppressant antibody used in solid organ transplants to
Schering AG.
INA-Holding Schaeffler KG
(Final Order February 15, 2002): The consent order permits INA’s acquisition of FAG
Kugelfischer Georg Schafer AG but requires the divestiture of FAG’s cartridge ball screw
support bearing business to Aktiebolaget SKF within 20 business days after the consummation of
the INA/FAG transaction. According to the complaint issued with the consent order, the
acquisition, as planned, would create a monopoly in the market worldwide.
Itron, Inc.
(Final Order August 5, 2004): The consent order, designed to preserve competition in the market
for the manufacture and sale of mobile radio frequency automatic meter reading technologies for
electric utilities in the United States, permitted Itron's $255 million acquisition of Schlumberger
5
Electricity, Inc. The consent order requires Itron to grant a royalty-free, perpetual, and
irrevocable license to Hunt Technologies, Inc., creating an effective competitor in this market
that allows utility companies and others to gather electric consumption data automatically and
remotely from electricity meters.
Johnson & Johnson
(Final Order December 12, 2005): The consent order protects competition in three medical
device product markets affected by Johnson & Johnson’s proposed $25.4 billion acquisition of
Guidant Corporation. Under the terms of the order, J&J is required to 1) grant to a third party a
fully paid-up, non-exclusive, irrevocable license, enabling that third party to make and sell drug
eluting stents with the Rapid Exchange delivery system, 2) divest to a third party J&J’s
endoscopic vessel harvesting product line, and 3) end its agreement to distribute Novare Surgical
System, Inc.’s proximal anastomotic assist device.
Koninklijke Ahold NV
(Final Order December 7, 2001): Ahold would be permitted to acquire Bruno’s Supermarkets,
Inc. under terms of a consent order, but would be required to divest two BI-LO supermarkets in
Georgia - one Milledgeville, and one in Sandersville. The Commission’s complaint charged that
the acquisition as originally proposed would reduce competition in the retail sale of food and
grocery items in supermarkets in the area and would eliminate direct competition between
supermarkets owned and controlled by Ahold and those owned or controlled by Bruno’s.
Libbey, Inc.
(Final Order October 7, 2002): The Commission authorized staff to seek a preliminary injunction
to block Libbey’s proposed $332 million acquisition of Anchor Hocking, a subsidiary of Newell
Rubbermaid, Inc., on grounds that the acquisition would substantially lessen competition in the
market for soda-lime glassware sold to the food service industry in the United States. A
complaint was filed in the U.S. District Court for the District of Columbia on January 14, 2002.
The district court granted the Commission’s request for an injunction on April 22, 2002. An
administrative complaint, issued on May 9, extend the injunction until the conclusion of the
administrative proceedings. Pursuant to the delegation of authority, the Commission withdrew
the matter from adjudication on July 25, 2002, to consider a proposed consent agreement. A
consent order was finalized October 7, 2002.
Metso Oyj
(Final Order October 23, 2001): Metso settled charges that if its acquisition of Svedala Industri
AB were allowed to proceed as planned, competition would be lessened in four rock processing
equipment markets: primary gyratory crushers; jaw crushers; cone crushers; and grinding mills.
The firms agreed to divest Metso’s worldwide primary gyratory crusher and grinding mill
businesses and Svedala’s worldwide jaw crusher and cone crusher businesses. The three crusher
businesses would be purchased by Sandvik AB, a Swedish corporation; the grinding mill
business would be purchased by Outokumpu of Finland. Metso and Svedala are the two largest
suppliers of rock processing equipment in the world.
6
Magellan Midstream Partners, L.P.
(Final Order November 23, 2004): Under terms of a consent order, Magellan completed its
acquisition of pipelines and terminals in the Midwestern United States and a refined petroleum
products terminal in Oklahoma City that supplies light petroleum products such as gasoline and
diesel fuel from the Shell Oil Company. The consent order required Magellan to divest the
Shell Oklahoma City terminal to a Commission-approved buyer within six months after the
transaction is consummated.
MSC. Software Corporation
(Final Order October 29, 2002): MSC settled charges that its 1999 acquisitions of Universal
Analytics, Inc. and Computerized Structural Analysis & Research Corp. eliminated competition
between the three firms in the development and application of engineering software. The
administrative complaint issued October 2000, alleged that the two acquisitions would eliminate
competition for advanced versions of Nastran, an engineering simulation software program used
throughout the aerospace and automotive industries. The consent order required MSC to divest
at least one clone copy of its current advance Nastran through royalty-free perpetual, non
exclusive licenses to one or two acquirers approved by the Commission.
Nestle Holdings, Inc.
(Final Order February 8, 2002): Nestle settled antitrust charges that its $10.3 billion proposed
acquisition of Ralston Purina Company would substantially lessen competition in the United
States market for dry cat food through the elimination of direct competition between the two
firms and increase the likelihood that the combined firm could unilaterally exercise market
power. The order requires the divestiture of Ralston’s Meow Mix and Alley Cat brands to J.W.
Childs Equity Partners II, L.P.
Novartis AG
(Final Order September, 21 2005): To resolve overlaps for three generic pharmaceuticals that
arose from Novartis AG’s acquisition of Eon Labs, Inc., under the terms of a consent order,
Novartis is required to divest all the assets necessary to manufacture and market generic
desipramine hydrochloride tablets, orphenadrine citrate extended release (ER) tablets, and
rifampin oral capsules in the United States to Amide within 10 days of Novartis’s acquisition of
Eon. Further, Novartis, through its Sandoz generic pharmaceuticals division, will supply Amide
with orphenadrine citrate ER and desipramide hydrochloride tablets until Amide obtains Food
and Drug Administration (FDA) approval to manufacture the products itself, and will assist
Amide in obtaining all necessary FDA approvals.
Occidental Chemical Corporation
(Final Order July 13, 2005): A consent order allows Occidental Chemical Company’s purchase
of the chemical assets of Vulcan Materials Company, provided Occidental divests Vulcan’s Port
Edwards, Wisconsin, chemical facility and related assets. The consent order alleviates the
alleged anticompetitive impact of the acquisition in the markets for potassium hydroxide,
anhydrous potassium carbonate (APC), and potassium carbonate, which includes APC and liquid
potassium carbonate. The Port Edwards facility will be divested to ERCO Worldwide, or to
another Commission-approved buyer within six months if a problem is encountered with ERCO
sale.
7
Penn National Gaming, Inc.
(Final Order September 15, 2005): A consent order permitted Penn National Gaming, Inc.’s
acquisition of Argosy Gaming Company, provided Penn sells Argosy’s Baton Rouge casino to
Columbia Sussex Corporation within four months of the order becoming final.
Pfizer Inc.
(Final Order May 27, 2003): A final consent order permits Pfizer Inc.’s acquisition of Pharmacia
Corporation while requiring the divestiture of various products including extended release drugs
used in the treatment of an overactive bladder; hormone replacement therapies; erectile
dysfunction; canine arthritis; and motion sickness. Novartis AG, Neurocrine Biosciences, Inc.,
Schering-Plough Corporation, Johnson & Johnson, Insight Pharmaceuticals Corporation, and
Cadbury Schweppes are named in the order as potential buyers of the various pharmaceuticals
and products.
Phillips Petroleum Company
(Final Order February 7, 2003): A final consent order allows the merger of Phillips Petroleum
and Conoco Inc. but requires certain divestitures and other relief to maintain competition in the
gasoline refining market in specific areas of the United States. Among the assets to be divested
are refineries, propane terminals, and natural gas gathering facilities. The combined firm will be
known as ConocoPhillips.
Quest Diagnostics, Inc.
(Final Order April 3, 2003): Quest Diagnostics settled antitrust concerns that its proposed
acquisition of Unilab Corporation would substantially increase concentration in the clinical
laboratory testing services market by agreeing to divest clinical laboratory testing assets in
Northern California to Laboratory Corporation of America.
Sanofi-Synthélabo
(Final Order September 20, 2004): The consent order settled antitrust concerns that Sanofi's
proposed $64 billion acquisition of Aventis would create significant overlaps in several markets
for pharmaceutical products while creating the world's third largest pharmaceutical company.
Under terms of the consent order, Sanofi must: 1) divest its Arixtra factor Xa inhibitor to
GlaxoSmithKline, plc; 2) divest its key clinical studies for the Campto® cytotoxic colorectal
cancer treatment to Pfizer, Inc. and 3) divest Aventis' contractual rights to the Estorra insomnia
drug either to Sepracor, Inc. or to another Commission-approved buyer.
Shell Oil Company
(Final Order November 18, 2002): Shell Oil Company was allowed to complete its $1.8 billion
acquisition of Pennzoil-Quaker State Company but required to divest certain assets to maintain
healthy competition in the refining and marketing of Group II paraffinic base oil in the United
States and Canada. Under terms of the consent order, Shell and Pennzoil must divest its 50
percent interest in Excel Paralubes (a base oil refinery in Westlake, Louisiana) and freeze
Pennzoil’s right to obtain additional Group II supply under a contract with ExxonMobil at
approximately current levels (up to 6,500 barrels of base oil per day).
8
SmithKline Beecham plc
(Final Order December 26, 2001): Under terms of a final consent order settling charges
stemming from the merger of SmithKline and Glaxo Wellcome plc, the parties agreed to divest
pharmaceutical products in six markets: antiemetics; the antibiotic, ceftazidime; oral and
intravenous antiviral drugs for the treatment of herpes; topical antiviral drugs for the treatment of
genital herpes; and over-the-counter H-2 blocker acid relief products.
Solvay S.A.
(Final Order June 25, 2002): Solvay settled antitrust concerns stemming from its proposed
acquisition of Ausimont S.p.A. from Italenergia S.p.A., and agreed to divest its U.S.
polyvinylidene fluoride (PVDF) operations and its interest in Alventia LLC, a joint venture
which manufactures the main raw material for PVDF. According to the complaint, the proposed
acquisition would lessen competition in two markets: the production and sale of all grades of
PVDF; and the production and sale of melt-processible grades of PVDF.
Southern Union Company
(Final Order July 16, 2003): Southern Union Company settled antitrust concerns stemming from
its proposed acquisition of the Panhandle pipeline from CMS Energy Corporation. The consent
order permitted the acquisition but required Southern Union to terminate an agreement to
manage the Central pipeline which transports natural gas to several counties in Missouri and
Kansas.
Teva Pharmaceutical Industries Ltd
(Final Order March 7, 2006): A consent allowed Teva to acquire IVAX Corporation, provided
the companies sell the rights and assets needed to manufacture and market 15 generic
pharmaceutical products. Among the drugs sold were several forms of generic amoxicillin and
amoxicillin clavulanate potassium that are widely used in the United States.
The Procter & Gamble Company
(Final Order December 16, 2005): The consent order permitted The Procter & Gamble
Company’s acquisition of rival consumer products manufacturer The Gillette Company,
provided the companies divest: 1) Gillette’s Rembrandt at-home teeth whitening business; 2)
P&G’s Crest SpinBrush battery-powered and rechargeable toothbrush business; and 3) Gillette’s
Right Guard men’s antiperspirant deodorant business. In addition, P&G must amend its joint
venture agreement with Philips Oral Health Care, Inc. regarding the Crest Sonicare IntelliClean
System rechargeable toothbrush to allow Philips to independently market and sell rechargeable
toothbrushes.
Valero Energy Corporation
(Final Order February 22, 2002): The consent order permitted Valero to complete its $6 billion
merger with Ultramar Diamond Shamrock Corporation, but required the divestiture of
Ultramar’s Golden Eagle Refinery, bulk gasoline contracts, and 70 Ultramar retail service
stations in Northern California to a Commission-approved acquirer. According to the complaint,
the merger as originally proposed would have lessened competition in two refining markets in
California resulting in consumers paying more than $150 million annually if the price of CARB
9
gasoline increased just one cent per gallon. CARB gasoline meets the specifications of the
California Air Resources Board.
Valero L.P.
(Final Order July 27, 2005): The consent order permitted Valero L.P. to acquire Kaneb Services
LLC and Kaneb Pipe Line Partners subject to the divestitures of assets that will preserve existing
competition for petroleum transportation and terminaling in Northern California, Pennsylvania,
and Colorado, and avoid a potential increase in bulk gasoline and diesel prices. The order also
requires Valero to develop an information firewall and maintain open, non-discriminatory access
to two retained Northern California terminals, in order to ensure access to ethanol terminaling in
Northern California.
Wal-Mart Stores, Inc.
(Final Order February 27, 2003): A consent order settled Commission concerns that Wal-Mart’s
proposed acquisition of the largest supermarket chain in Puerto Rico, Supermercados Amigo,
Inc., would eliminate competition between supercenters and club stores owned or controlled by
Wal-Mart and supermarkets owned or controlled by Amigo. While the consent order permits the
acquisition, it requires Wal-Mart to divest four Amigo supermarkets in Cidra, Ponce, Manati,
and Vega Baja, Puerto Rico to Supermercados Maximo.
B.
Authorizations to Seek Preliminary Injunctions
Aloha Petroleum, Ltd
(July 26, 2005): The Commission authorized staff, in conjunction with the Hawaii Attorney
General, to seek a preliminary injunction to block Aloha Petroleum’s proposed acquisition of
Trustreet Properties. Aloha sought to acquire Trustreet’s half interest in the Barber Point
petroleum importing terminal, when Aloha already owned the other half interest. The proposed
acquisition would have reduced the number of marketers with ownership or access to a refinery
or importing terminal from five to four, and the number of suppliers selling to unintegrated
retailers from three to two. After Aloha subsequently announced a long-term agreement with a
third party, Mid-Pac Petroleum, that would enable Mid-Pac to replace Trustreet as a bulk
gasoline supplier, the Commission sought to dismiss its federal court complaint on the ground of
changed circumstances.
Arch Coal, Inc.
(March 30, 2004): The Commission authorized staff to file a complaint to block Arch Coal,
Inc.’s proposed acquisition of Triton Coal Company, L.L.C. from New Vulcan Holdings, L.L.C.
on grounds that the acquisition would increase concentration and tend to create a monopoly in
the market for coal mined from the Southern Powder River Basin and in the production of 8800
British Thermal Unit coal. On April 1, 2004, the complaint was filed in the U.S. District Court
for the District of Columbia. On June 13, 2005 the Commission announced that it was closing
its investigation, saying that it will not continue with administrative litigation challenging the
deal.
10
Cytyc Corporation
(June 24, 2002): The Commission authorized staff to seek a preliminary injunction to block the
acquisition of Digene Corporation on grounds that the combination of the two firms would
reduce competition and increase consumer prices within the highly concentrated market for
primary cervical cancer screening tests, both now and in the future. The parties abandoned the
transaction before court papers could be filed.
Deutsche Gelatine-Fabriken Stoess AG
(January 15, 2002): The Commission authorized staff to seek a preliminary injunction to block
DGF’s proposed acquisition of Leiner Davis Gelatin Corporation and its Goodman Fielder USA,
Inc. subsidiary. According to the Commission this transaction, if allowed to proceed as planned,
would increase the likelihood of anticompetitive activity in the U.S. market for pigskin and beef
hide gelatin, used by the food industry as an ingredient in edible products and by the
pharmaceutical industry to produce capsules and tablets. The combination of the two firms
would account for more than 50 percent of the relevant market in the U.S. A proposed consent
agreement designed to remedy the significant antitrust concerns was accepted for public
comment March 7, 2002; the consent order was finalized April 17, 2002.
Diageo plc
(October 23, 2001): The Commission authorized staff to file a motion for a preliminary
injunction to block the proposed acquisition of Vivendi Universal S.A.’s Seagram Wine and
Spirits Business on grounds that the transaction, would not only combine the second- and thirdlargest rum producers in the U.S. eliminating actual competition between the firms, but could
also create higher prices for consumers of rum. A consent order permitted the acquisition, with
certain conditions.
Kroger Company/Raley’s Corporation
(October 2, 2002): The preliminary injunction authorized by the Commission during the
investigation into Kroger’s acquisition of 18 Raley’s supermarkets in the Las Vegas, Nevada
area was not filed. After staff determined that the transaction would promote healthy
competition in the Las Vegas/Henderson area due to the rapid growth of the market and the
presence of Wal-Mart, Albertson’s, Kroger and Safeway - the four major competitors in the area,
the investigation was closed.
Libbey, Inc.
(December 18, 2001): The Commission authorized staff to seek a preliminary injunction to block
Libbey’s proposed $332 million acquisition of Anchor Hocking, a subsidiary of Newell
Rubbermaid, Inc., on grounds that the acquisition would substantially lessen competition in the
market for soda-lime glassware sold to the food service industry in the United States. A
complaint was filed in the U.S. District Court for the District of Columbia on January 14, 2002.
The district court granted the Commission’s request for an injunction on April 22, 2002. An
administrative complaint, issued on May 9, extend the injunction until the conclusion of the
administrative proceedings. Pursuant to the delegation of authority, the Commission withdrew
the matter from adjudication on July 25, 2002, to consider a proposed consent agreement. A
consent order was finalized October 7, 2002.
11
Meade Instruments Corporation
(May 29, 2002): The Commission authorized staff to seek a temporary restraining order and a
preliminary injunction to prevent Meade from acquiring any of the assets that could become
available as a result of the pending bankruptcy proceedings in Tasco Holdings, Inc.’s Celestron
International. According to the Commission, the purchase of the performance telescope assets
would eliminate competition in that market and create a monopoly for the Schmidt-Cassegrain
telescopes. Meade agreed not to submit any bid for Celestron or its assets.
Nestlé Holdings, Inc.
(March 4, 2003): The Commission authorized staff to seek a preliminary injunction to block the
merger of Nestlé and Dreyer’s Grand Ice Cream, Inc. on grounds that the merger would reduce
competition in the highly concentrated market for superpremium ice cream. Nestlé markets
superpremium ice cream under the Häagen Dazs brand; Dreyer’s superpremium brands include
Dreamery, Godiva and Starbucks. Before the complaint was filed in a federal district court, the
parties agreed to enter into a consent agreement to settle the charges. The final order requires the
divestiture of superpremium ice cream brands Dreamery and Godiva, the Whole Fruit sorbet
brand, and Nestlé’s distribution assets to CoolBrands International, Inc.
Vlasic Pickle Company
(October 22, 2002): The Commission authorized staff to seek a preliminary injunction to block
the proposed acquisition of Claussen Pickle Company by Hicks, Muse, Tate & Furst Equity Fund
V L.P., the owner of Vlasic Pickle Company on grounds that the transaction would combine the
dominant firm in the market for refrigerated pickles (Claussen) with its most significant
competitor in refrigerated pickles (Vlasic). Six days after the complaint was filed in federal
district court, the parties abandoned the transaction.
C.
Commission Opinions/Initial Decisions
Chicago Bridge & Iron Company
(January 7, 2005): The Commission upheld in part the ruling of an administrative law judge that
Chicago Bridge & Iron’s acquisition of the Water Division and the Engineered Construction
Division of Pitt-Des Moines, Inc. created a near-monopoly in four separate markets involving the
design and construction of various types of field-erected specialty industrial storage tanks in the
United States. In an effort to restore competition as it existed prior to the merger, the
Commission ordered Chicago Bridge to reorganize the relevant product business into two
separate, stand-alone, viable entities capable of competing in the markets described in the
complaint and to divest one of those entities within six months.
With an administrative complaint issued on October 25, 2001, the Commission
challenged the February 2001 purchase of the Water Division and Engineered Construction
Division of Pitt-Des Moines, Inc. alleging that the acquisition significantly reduced competition
in four separate markets involving the design and construction of various types of field-erected
specialty industrial storage tanks in the United States. The initial decision filed June 27, 2003
upheld the complaint.
On June 27, 2004, an administrative law judge upheld the complaint and ordered the
divestiture all of the assets acquired in the acquisition. In December 2004, the Commission
12
approved an interim consent order prohibiting Chicago Bridge & Iron from altering the assets
acquired from Pitt-Des Moines, Inc. except “in the ordinary course of business.” These assets
included but were not limited to real property; personal property; equipment; inventories; and
intellectual property.
Northwestern Healthcare Corporation
(October 17, 2005): In an Initial Decision the Administrative law judge found that Evanston
Northwest Healthcare Corporation’s acquisition of an important competitor, Highland Park
Hospital, resulted in higher prices and substantially lessened competition for acute care inpatient
services in parts of Chicago’s northwestern suburbs. The Administrative law judge found that
the evidence established that the merged hospital exercised its enhanced post-merger market
power to obtain price increases significantly above its premerger prices and substantially larger
than price increases obtained by comparable hospitals. The ALJ also found that the evidence
ruled out explanations for the price increase, other that the exercise of market power. The ALJ
entered an order that would require the divestiture of the acquired hospital.
The hospital’s appeal of the ALJ’s decision and order requiring divestiture of Highland Park
Hospital is now pending before the Commission.
On February 10, 2004 the Commission issued an administrative complaint alleging that
following Evanston Northwestern Healthcare Corporations’s acquisition of Highland Park
Hospital prices charged to health insurers for medical services increased and, therefore, higher
costs for health insurance were passed on to consumers of hospital services in the Cook and Lake
counties of Illinois. The complaint also alleges that a physicians group affiliated with both
hospitals, Highland Park Independent Physician Group, negotiated prices for physicians on staff
at Evanston as well as for several hundred independent physicians not affiliated with either
hospital. According to the complaint, these actions constitute illegal price fixing among
competing physicians or physician groups and deny consumers the benefits of competition in
physician services.
In May, 2005, the Commission approved a final consent order to resolve a separate count
in the complaint involving alleged price fixing by doctors associated with the two hospitals.
D.
Court Decisions
Arch Coal, Inc.
(August 13, 2004): The U.S. District Court for the District of Columbia denied the
Commission’s request for a preliminary injunction to block Arch Coal, Inc.’s proposed
acquisition of Triton Coal Company, L.L.C. from new Vulcan Holdings, L.L.C. The parties
consummated the deal after the Circuit Court of Appeals for the District of Columbia refused to
issue a stay pending an appeal of the district court decision.
The administrative complaint issued on April 6, 2004 challenged the proposed acquisition
of all the assets of Triton Coal Company, L.L.C. from New Vulcan Coal Holdings, L.L.C.
According to the complaint, the acquisition would have combined two of the four leading
producers of coal in Wyoming’s Southern Powder River Basin. On September 10, 2004, the
administrative complaint was withdrawn from adjudication. The Commission decided not to
pursue an appeal of the decision of the U.S. District Court for a preliminary injunction to block
the sale of Triton to Arch Coal. On June 13, 2005 the Commission announced that it was closing
13
its investigation, saying that it will not continue with administrative litigation challenging the
deal.
Swedish Match AB
(August
2002): The U.S. District Court for the District of Columbia granted the agency’s
(Dec.
14,5,2000):
request for a preliminary injunction to block the proposed acquisition of the loose leaf chewing
tobacco business of National Tobacco Company, L.P. The parties later abandoned the
transaction.
E.
Order Violations
Boston Scientific Corporation
(March 31, 2003): A federal district judge ordered Boston Scientific Corporation to pay
$7,040,000 in civil penalties to settle charges that it violated a 1995 consent order when it failed
to provide Hewlett-Packard Company with a license to all of its intellectual property and
technical information relating to intravascular ultrasound catheters. The complaint was filed on
October 31, 2000 by the Department of Justice on behalf of the Commission. The trial was held
in August 2002.
RHI AG
(April 1, 2004): RHI AG paid a total civil penalty of $755,686.41 to settle charges that it violated
a 1999 consent order concerning its acquisition of Global Industrial Technologies, Inc.
According to the complaint, filed in the United States District Court for the District of Columbia,
RHI not only failed to divest the two refractories plants and other assets to Resco Products, Inc.,
but it did not completely comply with other provisions required by the settlement agreement.
F.
Other Commission Orders
H.J. Heinz Company
(December 7, 2001): The Commission dismissed the Part 3 administrative complaint after Heinz
abandoned its proposed merger with Milnot Holding Company, the owner of Beech-Nut
Nutrition Corporation, that would combine the nation’s second- and third- largest manufacturers
of jarred baby food, respectively.
G.
Administrative Complaints
None
14
H.
Other
Reforms to the Merger Review Process
(Effective February 17, 2006): Reforms to the agency’s merger review process establishing that
the FTC will:
• limit the number of employees required to provide information in response to a second
request, provided the party complies with specified conditions;
• reduce the time period for which a party must provide documents in response to the
second request;
• allow a party to preserve far fewer backup tapes and produce documents on those tapes
only when responsive documents are not available through more accessible sources; and
• significantly reduce the amount of information parties must submit regarding documents
they consider to be privileged.
Best Practices Analysis for Merger Review Process
(Announced March 15, 2002): The Commission conducted “brown bag” public workshops in
Chicago, Los Angeles, New York, San Francisco, and Washington, DC during 2002 to solicit
input from a broad range of interest groups who have participated in the Commission’s or the
Department of Justice’s merger review process. The areas under consideration included:
• the initial waiting period under HSR;
• the content and scope of the second request;
• negotiation of modifications to the second request;
• special issues concerning electronic records and accounting of financial data.
Remedies issues included:
• the package of assets to be divested;
• the manner of a proposed divestiture;
• the proposed buyer of divested assets;
• the Buyer Up Front;
• the use of Fix-It-First;
• the use of Crown Jewel Provisions;
• third party rights;
• the risks to competition and to the parties.
Workshops held:
• Workshop on Accounting and Financial Data (July 10, 2002) Washington, DC
• General Session on Best Practices for Merger Investigations (June 27, 2002)
Washington, DC
• General Session on Best Practices for Merger Investigations (June 25, 2002) Los
Angeles, CA.
• General Session on Best Practices for Merger Investigations (June 12, 2002) Chicago,
IL
• Electronic Records (June 5, 2002) Washington, DC
• General Session on Best Practices for Merger Investigations (June 5, 2002) San
Francisco, CA
15
Conference on the Price Effects of Mergers and Concentration in the United States
Petroleum Industry
(January 14, 2005, Washington, DC.) The conference reviewed two studies that examined price
effects within the petroleum industry: the March 2004 case study of the effects of the
Marathon/Ashland Corporation joint venture; the second, the May 2004 report by the
Government Accountability Office that examined the effects of mergers and market
concentration in the United States petroleum industry.
Guidelines for Merger Investigations
The Guidelines represent the first outcome of the Best Practices Workshop which began March
2002. Available at www.ftc.opa/2002/12/mergerguides Primary components:
• Witnesses will be able to obtain investigational hearing transcripts.
• Documents will no longer have to be sorted or identified by specification.
• Second sweeps will be avoided whenever possible.
• In response to second requests, parties will be able to submit documents and other
materials in an electronic format rather than in hard copy.
• Sample products are no longer required by Specification 5(a) of the Model Second
Request.
Horizontal Merger Investigation Data
Fiscal Years 1996 - 2003 Staff analysis of horizontal investigations. The staff tabulated certain
market structure information as it relates to the Commission’s decision whether or not to seek
relief in specific markets investigated. Released February 2004.
Merger Efficiency Roundtable
(December 9 - 10, 2002; Washington, DC): Experts in mergers and acquisitions from the
academic, consulting, and business communities gave presentations on how to determine
whether a proposed transaction is likely to generate merger efficiencies.
Merger Enforcement Workshop
(February 17 - 19, 2004) sponsored by the Federal Trade Commission and the Department of
Justice. Topics discussed:
• Hypothetical Monopolist Test
• Concentration & Market Shares
• Monopsony
• Non-Price Competition/Innovation
• Unilateral Effects
• Coordinated Effects
• Uncommitted Entry
• Efficiencies/Dynamic Analysis/Integrated Analysis
Merger Remedies - Second Workshop
(October 23, 2002; New York, New York): Workshop, co-hosted by the Antitrust and Trade
Regulation Committee of The Association of the Bar of the City of New York, was designed to
gather information from a broad range of interested parties regarding consent order remedies in
merger and acquisition matters.
16
II. Hart-Scott-Rodino Antitrust Improvements Act
Enforcement
A.
Court Decisions
Scott R. Sacane
(September 26, 2005): A Connecticut-based hedge fund manager who failed to report several
large stock purchases before they were made, as required by the Hart-Scott-Rodino (HSR)
Premerger Notification Act, paid a $350,000 civil penalty to settle Federal Trade Commission
charges. The complaint alleged that Scott Sacane, manager of the Durus Life Sciences Master
Fund, failed to make four required premerger notification filings. His failure to do so violated the
HSR Act for each transaction.
The Hearst Trust and The Hearst Corporation
(October 11, 2001): Hearst and its subsidiary paid a $4 million civil penalty to settle charges that
they failed to include required documents in the notification and report form file in 1998 for the
proposed acquisition of Medi-Span International, Inc. The complaint alleged that the omitted
documents hindered the antitrust agencies in their review and analysis of the proposed
acquisition. The complaint, stipulation and final judgment were filed in U.S. District Court for
the District of Columbia by Commission attorneys acting as special attorneys to the United
States Attorney General. During fiscal year 2001, the Commission filed a related complaint for a
permanent injunction alleging that Hearst and First DataBank created a monopoly through the
acquisition of Medi-Span, First DataBank’s only other competitor selling software and data
detailing information for pharmaceutical prices, descriptions, dosages, and interactions. The
Final Order and Stipulation requiring divestiture and disgorgement of profits was entered
December 18, 2001.
William H. Gates, III
(May 4, 2004): William H. Gates, III paid $800,000 in civil penalties to settle charges that he
acquired more than ten percent of the voting securities of Republic Services, Inc. without
observing the filing and waiting period requirements under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The complaint was filed in the federal district court in Washington,
DC.
B.
Consent Orders
None
17
C.
Complaints - Filed
Blockbuster, Inc.
(March 4, 2005): The Commission filed a complaint under Section 7A(g)(2) of the Clayton Act
in U.S. District Court for the District of Columbia to require Blockbuster, Inc. to provide
sufficient and accurate pricing data in compliance with the second request issued by the
Commission under the statutory rules of the Hart-Scott-Rodino Act. Blockbuster cannot proceed
with its proposed acquisition of Hollywood Entertainment Corporation until 30 days from the
date it has substantially complied with the second request.
D.
Complaints - Authorized
Arch Coal, Inc.
(February 23, 2004): The Commission authorized staff to file a complaint in federal district court
for a temporary restraining order under Section 7A(g)(2) of the Clayton Act to block Arch Coal’s
proposed acquisition of Triton Coal Company until Arch Coal substantially complied with the
Commission’s request for addition information under the Hart-Scott-Rodino Act. After Arch
Coal was notified that the Commission authorized a Section 7A(g)(2) complaint, Arch withdrew
its Certification of Substantial Compliance with the second request and provided additional
information. On June 13, 2005 the Commission announced that it was closing its investigation,
saying that it will not continue with administrative litigation challenging the deal.
E.
Rules and Formal Interpretations
Hart-Scott Final Rulemaking
(Effective February 18, 2006): The notification and filing thresholds under the premerger rules
have been revised as required by the 2000 amendments to Section 7A of the Clayton Act.
Section 7A(a)(2) requires the Commission to revise the jurisdictional thresholds annually, based
on the change in gross national product, in accordance with section 8(a)(5) for each fiscal year
beginning after September 30, 2004.
Hart-Scott Rodino Reform / Amended Final Rules
(Effective January 11, 2006): Amendments to Parts 801 and 802 of the Premerger Notification
Rules allowing filing persons to provide an Internet address linking directly to the documents
required by Items 4(a) and (b) in lieu of providing paper copies.
Hart-Scott Rodino Reform / Amended Final Rules
(Effective December 12, 2005): Amendments to Parts 801 and 802 of the Premerger Notification
Rules requiring use of 2002 NAICS rather than 1997 NAICS when reporting economic data by
industry and product codes.
18
Hart-Scott Rodino Final Rulemaking
(Effective April 7, 2005): Final rules adopted from proposed rules published April 8, 2004. The
amendments require notification of acquisitions of interests in unincorporated entities and
formations of unincorporated entities. The rules also extend the application of certain
exemptions, including the intraperson exemption, to unincorporated entities.
Hart-Scott Final Rulemaking
(Effective March 2, 2005): The notification and filing thresholds under the premerger rules have
been revised as required by the 2000 amendments to Section 7A of the Clayton Act. Section
7A(a)(2) requires the Commission to revise the jurisdictional thresholds annually, based on the
change in gross national product, in accordance with section 8(a)(5) for each fiscal year
beginning after September 30, 2004.
Hart-Scott Rodino Reform / Amended Final Rules
(Published March 12, 2002):
• Amendments to Parts 801 and 802 of the Premerger Notification Rules.
• Amendments to Section 802.21: Acquisitions of voting securities not meeting or
exceeding greater notification threshold.
F.
Other
Model Retail Second Request
(April 28, 2004) Model Request for Additional Information and Documentary Material (Second
Request) for transactions involving retail industries.
Premerger Notification Annual Report to Congress Pursuant to Section 201 of the HartScott-Rodino Antitrust Improvements Act of 1976
(September 27, 2002): Twenty-fourth Annual Report (Fiscal Year 2001).
Premerger Notification Annual Report to Congress Pursuant to Section 201 of the HartScott-Rodino Antitrust Improvements Act of 1976
(August 1, 2003): Twenty-fifth Annual Report (Fiscal Year 2002).
Premerger Notification Annual Report to Congress Pursuant to Section 201 of the HartScott-Rodino Antitrust Improvements Act of 1976
(September 7, 2004): Twenty-sixth Annual Report (Fiscal Year 2003).
Premerger Notification Annual Report to Congress Pursuant to Section 201 of the HartScott-Rodino Antitrust Improvements Act of 1976
(August 16, 2005): Twenty-seventh Annual Report (Fiscal Year 2004).
19
III. Non-Merger Enforcement
A.
Commission Opinions/Initial Decisions
Kentucky Household Goods Carriers Association, Inc.
(June 21, 2004): An administrative law judge upheld an administrative complaint that charged a
group of affiliated intrastate movers with engaging in horizontal price-fixing by filing collective
rates on behalf of its member motor common carriers for the intrastate transportation of property
within the Commonwealth of Kentucky. The judge also ruled that the association’s conduct was
not protected by the state action doctrine because the State of Kentucky did not supervise the
rate-making practices of the group. On July 12, 2004, the Kentucky Household Goods Carriers
Association, Inc. filed an appeal of the initial decision with the Commission. The oral argument
was held January 24, 2005. On June 22, 2005, the Commission issued a unanimous opinion
upholding the Initial Decision finding that the Kentucky Household Goods Carriers Association,
Inc., consisting of competing firms, engaged in illegal price-fixing by jointly filing tariffs
containing collective rates on behalf of its members, and that the state action doctrine does not
immunize that activity from antitrust liability.
The administrative complaint issued on July 8, 2003 by the Commission charged that the
association composed of competing household goods movers filed collective rates for intrastate
moving services in the state of Kentucky. According to the complaint, these activities were not
protected under the state action doctrine and are not immune from federal antitrust scrutiny.
North Texas Specialty Physicians
(November 8, 2004): An administrative law judge upheld the administrative complaint that
charged that the North Texas Specialty Physicians, a physician group practicing in Forth Worth,
Texas, collectively determined acceptable fees for physician services in negotiating contracts
with health insurance plans and other third party payers. The judge ruled that complaint counsel
proved that North Texas Specialty Physicians engaged in horizontal price fixing. The
accompanying order prohibits the group from negotiating, on behalf of its members, collective
pricing of contracts with health plan services for the provision of physician services. On January
14, 2005, North Texas Specialty Physicians filed a notice of appeal of the initial decision. On
December 1, 2005, the Commission issued a unanimous decision upholding the allegations that
North Texas Specialty Physicians negotiated agreements among participating physicians on price
and other terms, refused to negotiate with payers except on terms agreed to among its members,
and refused to submit payor offers to members if the terms did not satisfy the group’s demands.
The Commission concluded that the group’s contracting activities with payors “amount[s] to
unlawful horizontal price fixing” and that respondent’s efficiency claims were not legitimate and
not supported by the evidence. The respondent has appealed the Commission decision to the
U.S. Court of Appeals for the Fifth Circuit.
The administrative complaint, issued on September 16, 2003 by the Commission, charged
that the corporation of 600 physicians negotiated the price and other terms of medical services
that its participating physicians would accept in contracting with third party payers. According
to the complaint, the exchange of prospective price information among otherwise competing
physicians reduced competition and enabled the physicians to achieve supra-competitive prices.
20
Rambus, Inc.
(July 6, 2004): The administrative law judge dismissed all charges against Rambus, Inc., on
February 17, 2004, ruling that Commission staff had failed to sustain their burden of proof with
respect to all three violations alleged in the complaint. The Initial Decision found that Rambus’
conduct before the JEDEC standard-setting organization did not amount to deception and did not
violate any extrinsic duties, such as a duty of good faith to disclose patents or patent applications.
The Initial Decision also found that the there was insufficient evidence that there were viable
alternatives to Rambus’ technology before the standard setting organization. Complaint counsel
filed a notice of appeal and the matter is pending with the Commission.
An administrative complaint issued on June 19, 2002 charged that between 1991 and
1996, Rambus joined and participated in the JEDEC Solid State Technology Association
(JEDEC), the leading standard-setting industry for computer memory. According to the
complaint, JEDEC rules require members to disclose the existence of all patents and patent
applications that relate to JEDEC’s standard-setting work. While a member of JEDEC, Rambus
observed standard-setting work involving technologies which Rambus believed were or could be
covered by its patent applications, but failed to disclose this to JEDEC. In 1999 and 2000, after
JEDEC had adopted industry-wide standards incorporating the technologies at issue and the
industry had become locked in to the use of those technologies, Rambus sought to enforce its
patents against companies producing JEDEC-compliant memory, and in fact has collected
substantial royalties from several producers of DRAM (dynamic random access memory).
South Carolina State Board of Dentistry
(July 30, 2004) The Commission denied the motion of the Board to dismiss the complaint on
grounds that its actions were protected from antitrust scrutiny under the state action doctrine.
The South Carolina State Board of Dentistry appealed the Commission opinion to the Fourth
Circuit Court of Appeals.
An administrative complaint issued on September 12, 2003 charged that the South
Carolina State Board of Dentistry prevented dental hygienists from providing dental care and
services on-site to children in South Carolina schools. According to the complaint, the Board
passed regulation that required the children to have a dentist examine the children before they
would be eligible for the school dental program. The complaint further alleged that this provision
decreased competition in the delivery of preventive dental services to school-aged children. On
July 30, 2004,
Union Oil of California
(November 25, 2003): An administrative law judge dismissed a complaint in its entirety against
Union Oil of California that charged the company with committing fraud in connection with
regulatory proceedings before the California Air Resources Board regarding the development of
reformulated gasoline. The judge ruled much of Unocal’s conduct was permissible activity
under the Noerr-Pennington doctrine and that the resolution of the issues outlined in the
complaint would require an in depth analysis of patent law which he believed were not with the
jurisdiction of the Commission. In July 2004, the Commission reversed the judge’s ruling and
reinstated charges that Unocal illegally acquired monopoly power in the technology market for
producing a “summer-time” low-emissions gasoline mandated for sale and use by the California
Air Resources Board for use in the state for up to eight months of the year. While the case was
pending before the administrative law judge, a consent agreement was signed
21
B.
Court Decisions
PolyGram Holding, Inc. (The Three Tenors)
(July 24, 2003): The Commission upheld the ruling of an administrative law judge and
prohibited PolyGram from entering into any agreement with competitors to fix the prices or
restrict the advertising of products they have produced independently. The administrative
complaint, issued on July 30, 2001, generally known as The Three Tenors and involving
respondents PolyGram Holding, Inc.; Decca Music Group Limited; UMG Recordings Inc.; and
Universal Music & Video Distribution Corporation charged PolyGram with entering into an
illegal price fixing agreement not to advertise or discount earlier albums and video recordings of
concerts featuring the Three Tenors in an effort to promote the latest concert, thought to be less
appealing to the public. The Commission ordered the respondents to cease and desist from
entering into any combination, conspiracy, or agreement - with producers or sellers at wholesale
of audio or video products - to “fix, raise, or stabilize prices or price levels” in connection with
the sale in or into the United States of any audio or video product. In July 2005, the U.S. Court
of Appeals for the District of Columbia Circuit affirmed the Commission’s decision in Polygram
Holding Inc., validating the Commission’s approach to analyzing horizontal conduct among
competitors.
Schering-Plough Corporation
(March 8, 2005) The United States Court of Appeals for the Eleventh Circuit set aside and
vacated the Commission decision that found that Schering-Plough entered into agreements with
Upsher-Smith Laboratories, Inc. and American Home Products to delay the entry of generic
versions of Schering’s branded K-Dur 20, a prescribed potassium chloride supplement. The
Commission filed a petition for writ of certiorari with the U.S. Supreme Court in August 2005,
arguing that the lower court failed to recognize how some agreements limiting entry during the
term of a patent can still be improper; the decision jeopardizes particularly important consumer
interests; and the court of appeals misapplied the substantial evidence standard of review.
In the complaint dated March 30, 2001 the Commission alleged that Schering - Plough,
the manufacturer of K-Dur 20 - a prescribed potassium chloride, used to treat patients with low
blood potassium levels - entered into anticompetitive agreements with Upsher-Smith
Laboratories and American Home Products Corporation to delay their generic versions of the KDur 20 drug from entering the market. According to the charges, Schering-Plough paid UpsherSmith $60 million and paid American Home Products $15 million to keep the low-cost generic
version of the drug off the market. The charges against American Home Products were settled
by a consent agreement.
An initial decision filed July 2, 2002 dismissed all charges against Schering - Plough and
Upsher-Smith Laboratories. On December 8, 2003 the Commission reversed the administrative
law judge’s initial decision that had dismissed all charges. The Commission found that
Schering-Plough Corporation entered into agreements with Upsher-Smith Laboratories, Inc. and
American Home Products to delay the entry of generic versions of Schering’s branded K-Dur 20.
According to the opinion, the parties settled patent litigation with terms that included
unconditional payments by Schering in return for agreements to defer introduction of the generic
products. The Commission entered an order that would bar similar conduct in the future.
22
C.
Authorizations to Seek Preliminary/Permanent
Injunctions
Alpharma, Inc. and Perrigo Company
(August 11, 2004): The Commission authorized staff to file a complaint in federal district court
charging that Alpharma, Inc. and Perrigo Company drove up the prices for over-the-counter
store-brand children’s liquid ibuprofen through an agreement eliminating competition between
the two firms and allowing Perrigo to raise its prices creating higher profits to then be shared
between the firms. According to the complaint, while both Alpharma and Perrigo filed for U.S.
Food and Drug Administration approval to sell a generic version of children’s liquid Motrin,
Alpharma was eligible to sell its product at least six months before approval would be granted to
Perrigo. The two companies entered into an agreement not to compete whereby Perrigo would
sell the children’s liquid ibuprofen for seven years and Alpharma, while would not marketing a
competing product, would receive an up-front payment and a royalty on Perrigo’s sales of the
product. To settle the charges, Alpharma and Perrigo paid a total of $6.25 million in illegal
profits and agreed not to enter into agreements not to compete when one party to the agreement
is a first filer of an abbreviated new drug application.
Mylan Laboratories, Inc.
(December 22, 1998): A complaint was filed in the U.S. District Court for the District of
Columbia charging Mylan with restraint of trade, monopolization and conspiracy to monopolize
the market for two generic drugs used to treat anxiety, lorazepam and clorazepate, through
exclusive dealing arrangements. The complaint seeks consumer redress of at least $120 million
and to enjoin the alleged illegal exclusive licensing agreements. Federal District Court Judge
Hogan released a 46 page decision upholding the Commission’s authority to seek restitution in
antitrust injunction actions under Section 13(b) of the Federal Trade Commission Act. November
29, 2000: Commission approved a $100 million settlement—the largest monetary settlement in
Commission history. The opinion settled Commission concerns that Mylan, Gyma Laboratories
of America, Inc., Cambrex Corporation and Profarmaco S.R.L. conspired to deny Mylan’s
competitors ingredients necessary to manufacture lorazepam and clorazepate. On April 27,
2001, the U.S. District Court for the District of Columbia granted preliminary approval to a plan
of distribution to injured consumers who paid the increased prices and state agencies, including
Medicaid programs, that purchased the drugs while the illegal agreements were in effect. The
court granted final approval of the settlement February 1, 2002. The funds were distributed by
the states.
Warner Chilcott
(November 5, 2005) A complaint was filed in District Court for the District Columbia seeking to
put an end to an agreement between drug manufacturers Galen Chemicals Ltd. (now known as
Warner Chilcott) and Barr Laboratories that denies consumers the choice of a lower-priced
generic version of Warner Chilcott’s Ovcon® oral contraceptive. According to the FTC’s
complaint, Barr planned to launch a generic version of Ovcon as soon it received regulatory
approval from the Food and Drug Administration. Warner Chilcott expected to lose half its
Ovcon sales within the first year if Ovcon faced competition from a generic equivalent. Faced
23
with this prospect, instead of competing with Barr, Warner Chilcott entered into an agreement
with Barr, preventing entry of Barr’s generic Ovcon into the United States for five years. In
exchange for Barr’s promise not to compete, Warner Chilcott paid Barr $20 million.
D.
Consent Orders
Alabama Trucking Association, Inc.
(Final Order October 28, 2003) With an administrative complaint issued on July 8, 2003 the
Commission charged that the association of household goods movers engaged in the collective
filing of tariffs on behalf of its members who compete in the provision of moving services in the
state of Alabama. Under terms of a final consent order, Alabama Trucking Association, Inc.
agreed to stop filing tariffs containing collective intrastate rates and to void collectively filed
tariffs currently in effect in Alabama.
American Home Products Corporation
(Final Order April 5, 2002): A consent order settled charges that American Home Products
entered into an anticompetitive agreement with Schering-Plough Corporation to delay the entry
of a low-cost generic drug that would be in direct competition with a branded version developed
and manufactured by Schering. According to the complaint issued with the consent, Schering
illegally paid American Home millions of dollars to delay the entry and sale of its generic
version of Schering’s K-Dur 20, a drug used to treat patients who suffer from insufficient levels
of potassium, a condition that could lead to cardiac problems. The consent order, which expires
in 10 years, prohibits American Home Products from entering into such agreements in the
future. On December 8, 2003, the Commission issued an opinion that found that the agreements
between Schering and Upsher-Smith and American Home Products violated the antitrust laws.
The Commission entered an order for Schering and Upsher-Smith that is similar to the American
Home Products order.
American Institute for Conservation of Historic and Artistic Works
(Final Order October 30, 2002): A consent order settled charges that the American Institute for
Conservation of Historic and Artistic Works adopted and enforced provisions in its rules of
conduct that prohibited professional conservators to work for free or at reduced fees. The
association agreed to remove all provisions from its Code of Ethics, and its Commentaries to the
Guidelines for Practice that are inconsistent with the order. Professional conservators manage
and preserve cultural objects (including historical scientific, religious, archaeological and artistic
objects).
Anesthesia Service Medical Group, Inc. and Grossmont Anesthesia Services Medical
Group
(Final Order July 11, 2003): Two anesthesiologists groups settled charges that they entered into
joint agreements to establish fees and services from Grossmont Medical Hospital in San Diego
County. Specifically, the groups agreed on fees that both would demand from health care
insurance companies and other third party payers for taking call for obstetrics and providing
services to uninsured emergency room patients. Together, the two groups are composed of
24
approximately 200 physicians that provide competing anesthesiology services in the San Diego
area.
Aurora Associated Primary Care Physicians, L.L.C.
(Final Order July 19, 2002): A consent order settled charges that the organization of internists,
pediatricians, family physicians and general practitioners in the Aurora, Colorado area engaged
in boycotts and entered into collective negotiations with health care insurers in an effort to
increase the costs of physician services. The order prohibits the organization from entering into
any agreement with insurance payers or providers to negotiate fees on behalf of the physicians
group.
Biovail Corporation
(Final Order October 2, 2002): The Commission charged Biovail Corporation with illegally
acquiring an exclusive patent license for Tiazac, a pharmaceutical used to treat high blood
pressure and chronic chest pain. The complaint further alleged that Biovail, in an effort to
maintain its monopoly, wrongfully listed the acquired license in the U.S. Food and Drug
Administration’s “Orange Book” for the purpose of blocking generic competition to its branded
Tiazac. The consent order requires Biovail to divest part of its exclusive rights to DOV;
prohibits the firm from taking any action that would trigger additional statutory stays on final
FDA approval of a generic form of Tiazac; and also prohibits Biovail from wrongfully listing
any patents in the Orange Book for a product for which the company already has an New Drug
Application from the FDA.
Biovail Corporation and Elan Corporation
(Final Order August 20, 2002): A consent order settled charges that Biovail and Elan
Corporation entered into an agreement that contained substantial monetary incentives not to
compete in the market for specified dosages of generic forms of Adalat CC, a drug used to treat
hypertension. The final consent order requires the companies to terminate their agreement and
prohibits them form entering into similar agreements in the future. This is the Commission’s
first enforcement action involving an allegedly anticompetitive agreement between two
competing generic drug manufacturers.
Bristol-Myers Squibb Company
(Final Order April 14, 2003): Bristol-Myers Squibb Company (BMS) settled charges that it
engaged in illegal business practices to delay the entry of three low price generic
pharmaceuticals that would be in direct competition with three of its branded drugs. The
complaint alleged that BMS purposely made wrongful listings in the Orange Book of the U.S.
Food & Drug Administration and that it also paid a potential competitor over $70 million to
delay the entry of its generic drug. The three drugs involved in the complaint are: Taxol
(containing the active ingredient paclitaxel) – used to treat ovarian, breast, and lung cancers;
Platinol (containing the active ingredient cisplatin) – used for the treatment of various forms of
cancer; and BuSpar (containing the active ingredient buspirone) – used to manage anxiety
disorders.
25
California Pacific Medical Group dba Brown and Toland Medical Group
(Final Order February 3, 2004): With an administrative complaint issued on July 8, 2003 the
Commission charged a San Francisco, California physicians’ organization with engaging in an
agreement under which its competing members agreed collectively on the price and other terms
on which they would enter into contracts with health plans or other third party payers. The
complaint also alleged that Brown and Toland directed its physicians to end their preexisting
contracts with payers and required its physician members to charge specified prices in all
Preferred Provider Organization contracts. A final consent order prohibits Brown and Toland
from negotiating with payers on behalf of physicians, refusing to deal with payers, and setting
terms for physicians to deal with payers, unless the physicians are clinically or financially
integrated.
Carlsbad Physician Association
(Final Order June 13, 2003): A New Mexico physician organization settled charges that it and its
members entered into agreements to fix prices and to refuse to deal with third party payers and
other health care plans except on collectively agreed-upon terms.
Clark County, Washington Attorneys
(Final Order July 23, 2004): Private attorneys in Clark County, Washington who provide
criminal legal services for indigent defendants under a county contract settled charges that they
illegally entered into an agreement known as the “Indigent Defense Bar Consortium Contract” to
collectively demand higher fees for certain types of cases and refuse to accept specific additional
cases unless the Clark County complied with their demands. The county was forced to
substantially increase the reimbursement rate for each of the case categories specified in the
Consortium Contract. According to the Commission, the conduct of the attorneys was identical
to the boycott staged by criminal defense attorneys in Washington, DC which was ruled to be
price fixing by the U.S. Supreme Court in the matter of Superior Court Trial Lawyers
Association. Robert Lewis, James Sowder, Gerald Wear, and Joel R. Yoseph, the four attorneys
who led the activities and served as the representatives of the 43 attorneys who signed the
Consortium Contract, were named in the complaint and in the consent order.
Evanston Northwestern Healthcare Corporation
(Final Order May 17, 2005): Under terms of a consent order, Evanston Northwestern Healthcare
Corporation agreed not to collectively negotiate fee-for-service contracts. The order settled
charges of one count of an administrative complaint issued February 10, 2004. The count
alleged that a physician group associated with a hospital negotiated prices for several hundred
independent physicians who were not financially or clinically integrated with the group.
FMC Corporation and Asahi Chemical Industry Co. Ltd.
(Final Order June 12, 2002): A consent order settled charges that FMC and Asahi Chemical
Industry Co. Ltd. of Japan entered into a conspiracy to divide the world market for
microcrystalline cellulose (MCC), a binder used in making pharmaceutical tablets, into two
territories. According to the complaint, FMC allegedly agreed not to sell the pharmaceutical to
customers in Japan or East Asia without Asahi Chemical’s consent, while Asahi Chemical
agreed not to sell the pharmaceutical to customers in North America or Europe without the
consent of FMC. The final order prohibits such behavior in the future and restricts FMC from
26
acting as the U.S. distributor for any competing manufacturer of microcrystalline cellulose
(including Asahi Chemical) for 10 years. In addition, for five years, FMC is prohibited from
distributing in the United States any other product manufactured by Asahi Chemical.
Health Care Alliance of Laredo, L.C.,
(Proposed Consent Agreement Accepted for Public Comment on February 13, 2006): A
physicians’ independent practice association in Texas agreed to settle charges that it engaged in
unlawful collective bargaining to set fees its members would accept from health insurance plans
and advised its members against dealing individually with plans. The Commission charged that
both practices resulted in higher medical costs for consumers. The consent order settling the
FTC’s charges will prohibit the IPA from engaging in such anticompetitive conduct in the future.
Indiana Household Movers and Warehousemen, Inc.
(Final Order April 25, 2003): The corporation that represents household goods movers in Indiana
settled charges that it filed collective intrastate rate tariffs with the State’s Department of
Revenue on behalf of its members. According to the complaint issued with the consent order,
these collective filings reduced competition for household goods moving services within the
state.
Institute of Store Planners
(Final Order May 27, 2003): Under the terms of a final consent order, The Institute of Store
Planners is required to remove from its Code of Ethics any provision that prohibits its members
from providing their services for free and any provision that prohibits competition with other
members for work on the basis of price. Its members provide architectural store design and
store and merchandise planning to retail stores.
Iowa Movers and Warehousemen’s Association
(Final Order September 10, 2003): The Iowa Movers and Warehousemen’s Association settled
allegations that it filed collectively established tariffs for intrastate moving rates in Iowa - a
practice which did not meet the requirements of the state action doctrine. Under the state action
doctrine, some practices of private firms are protected against scrutiny by the federal antitrust
laws.
Maine Health Alliance
(Final Order August 27, 2003): A network of doctors, hospitals, and its executive director,
William R. Diggins, settled charges that they illegally engaged in price-fixing activities that
raised health care costs in five Maine counties by negotiating jointly with third-party payers in a
effort to obtain higher compensation and more advantageous contract terms for its members.
Memorial Hermann Health Network Providers
(Final Order January 18, 2004): Memorial Hermann Health Network Providers settled charges
that it negotiated fees and other services for medical care provided by its member physicians in
the Houston, Texas area in an effort to obtain higher fees and more advantageous terms.
According to the complaint these alleged price fixing practices increased costs for consumer,
employers, and health plans.
27
Minnesota Transport Services Association
(Final Order September 15, 2003): A consent order settled charges that the household goods
movers association filed collectively established rate tariffs for its members in Minnesota,
conduct that was not protected by the state action doctrine. Under a state action doctrine, some
private companies may be protected from the federal antitrust laws if the state authority regulates
and regularly reviews the operations and practices of the companies.
Movers Conference of Mississippi, Inc.
(Final Order October 28, 2003): With an administrative complaint issued on July 8, 2003 the
Commission charged that the association composed of competing household goods movers filed
collective rates for intrastate moving services in the state of Mississippi. According to the
complaint, these activities were not protected under the state action doctrine and are not immune
from federal antitrust scrutiny. Under terms of a final consent order the Movers Conference
agreed to stop filing tariffs containing collective intrastate rates.
National Academy of Arbitrators
(Final Order January 13, 2003): The National Academy of Arbitrators is prohibited from
adopting policies that restrict its members from advertising truthful information about their
services, including prices and conditions of services, under terms of a consent order. The
association is required to remove all provisions that do not conform to the provisions in the
consent order from: (1) its Code of Professional Responsibility for Arbitrators of LaborManagement Disputes; (2) its Formal Advisory Opinions; (3) any Statements of Policy; and (4)
its Web site.
New Hampshire Motor Transport Association
(Final Order December 4, 2003): The New Hampshire Motor Transport Association settled
charges that it filed tariffs containing rules that called for automatic increases in intrastate rates.
In addition, the organization agreed to void its collectively filed tariffs current in effect in New
Hampshire.
New Millennium Orthopaedics
(Final Order June 13, 2005): The Commission settled charges with two small groups of
orthopaedic physicians in the Cincinnati area that had formed an independent practice
association that jointly negotiated contracts regarding the rates its physician members would
charge health plans and other payors for their services. In addition to the usual prohibitions on
joint negotiations, the Commission’s order disbanded the IPA and prohibited future collective
bargaining.
Obstetrics & Gynecology Medical Corporation of Napa Valley
(Final Order May 14, 2002): A doctors’ group consisting of nearly every obstetrician and
gynecologist with active medical staff privileges at the two general acute care hospitals in Napa
County, California settled charges that they restrained price and other competition by engaging
in illegal agreements to fix fees and other terms of dealing with health care insurance plans.
According to the complaint issued with the consent order, the doctors refused to deal with the
third party payers except on collectively determined terms. The consent order not only prevents
28
the doctors from engaging in similar practices in the future but also requires the dissolution of
the group.
Partners Health Network, Inc.
(Final Order September 23, 2005): A physician-hospital organization operating in northwestern
South Carolina, agreed to settle charges that it orchestrated and carried out agreements among its
physician members to set the prices they would accept from health plans, and to refuse to deal
with health plans that did not agree to its collectively determined prices. The consent order
settling the FTC’s charges prohibits the PHO from collectively negotiating with health plans on
behalf of its physicians and from setting terms of dealing with purchasers.
Physician Network Consulting, L.L.C.
(Final Order August 27, 2003): The Physician Network Consulting, L.L.C. of Baton Rouge
Louisiana; Michael J. Taylor; Professional Orthopedic Services, Inc; The Bone and Joint Clinic
of Baton Rouge, Inc.; Baton Rouge Orthopaedic Clinic, L.L.C.; and Orthopaedic Surgery
Associates of Baton Rouge, L.L.C. settled charges that they entered into agreements to fix prices
and other terms on which they would deal with United HealthCare of Louisiana, Inc., a health
insurance company. Physician Network Consulting is an agent for Professional Orthopedic
Services’ members.
Piedmont Health Alliance, Inc.
(Final Order October 1, 2004): With an administrative complaint issued on December 22, 2003
the Commission charged Piedmont Health Alliance, Inc. with collectively setting prices it
demanded for physician services with third party payers. According to the complaint, the
physician-hospital organization entered into signed agreements on behalf of its member
physicians to participate in all contracts negotiated and to accept the negotiated physician fees.
The complaint further alleges that these practices eliminated price competition among physicians
in the North Carolina counties of Alexander, Burke, Caldwell and Catawba. The complaint also
names ten individual physicians who participated in the alleged price fixing services. On August
10, 2004, the organization and physicians agreed to settle charges that they fixed prices for
medical services. A final consent order prohibited Piedmont Health Alliance, Inc. and the ten
physicians from entering into any such agreements with physicians in the area that negotiate fees
or terms of services with health insurance companies or other third party payers. Also refer to
settlement entered with Tenet Healthcare Corporation (Frye Regional Medical Center, Inc.).
Preferred Health Services, Inc.
(Final Order April 13, 2005): The order prohibits Preferred Health Services from orchestrating
collective agreements and other terms for physician services when negotiating with health
insurance plans and other third party payers. According to the complaint these agreements
among the physician-hospital organization of doctors and the Oconee Memorial Hospital in
northwestern South Carolina to collectively negotiate fees and terms of services could lead to
higher health care costs and limited physician access.
29
Professional Integrated Services of Denver, Inc., Michael J. Guese, M.D., and Marcia A.
Brauchler
(Final Order July 19, 2002): A consent order settled charges that a Denver, Colorado physician
organization and its members, its president, Dr. M. J. Guese, and its non-physician consultant,
M. A. Brauchler, increased fees for services through collective boycotts and agreements in a
effort to fix the prices they would receive from health care insurance payers. The order prohibits
the organization and its members and other respondents from entering into any agreement with
insurance payers or providers to negotiate on behalf of the physicians group.
Professionals in Women’s Care
(Final Order October 2, 2002): Eight Denver, Colorado physician groups specializing in
obstetrics and gynecology and their non-physician agent settled allegations that the practice
group and other physicians entered into collective contracts in an effort to increase prices and
terms of services when dealing with health insurance firms and other third-party payers. The
consent order prohibits the following respondents from entering into such agreements in the
future: R.T. Welter and Associates, Inc.; R. Todd Welter; Consultants in Obstetrics and
Gynecology, P.C.; Mid Town Obstetrics & Gynecology, P.C.; Mile High OG/GYN Associates,
P.C.; The OB-GYN, P.C.; The Women’s Health Group, P.C.; Cohen and Womack, M.D., P.C.;
and Westside Women’s Care, L.L.P.
San Juan IPA
(Final Order June 30, 2005): San Juan IPA, Inc., a physicians’ independent practice association
operating in northwestern New Mexico, agreed to settle Commission charges that it orchestrated
and carried out agreements among its member doctors to set the price that they would accept
from health plans, to bargain collectively to obtain the group’s desired price terms, and to refuse
to deal with health plans except on collectively determined price terms. According to the
complaint, the effect of this conduct was higher prices for medical services for the area’s
consumers. The consent order prohibits the association from collectively negotiating with health
plans on behalf of its physicians and from setting their terms of dealing with such purchasers.
This consent involves 120 physicians who make up about 80 percent of the doctors practicing
independently in the area of Farmington, New Mexico.
Southeastern New Mexico Physicians IPA
(Final Order August 6, 2004): A Roswell, New Mexico physicians’ association, Southeastern
New Mexico Physicians IPA, settled charges that it and two of its employees entered into
collective agreements among physician members on fees and refused to deal with health plans
that did not accept the collective agreed-upon terms. According to the complaint, these practices
increased the price of health care in the Roswell area. The consent order prohibits the IPA and
its employees named in the consent from orchestrating agreements between physicians to
negotiate with health insurance plans on behalf of any physician and deal or refuse to deal
individually with any third party payer.
South Georgia Health Partners, L.L.C.
(Final Order October 31, 2003): A Georgia physician-hospital organization and its other
associated physician groups settled charges that they entered into agreements to fix physician
30
and hospital prices and refused to deal with insurance companies, except on collectively agreedupon terms.
SPA Health Organization dba Southwest Physician Associates
(Final Order July 17, 2003): A physician group in the Dallas/Fort Worth, Texas area settled
charges that it collectively bargained on behalf of its members to negotiate fee schedules with
third party payers and other health insurance companies. According to the complaint, issued
with the consent order, these practices decreased competition and increased prices for the
provision of medical services to area consumers.
Surgical Specialists of Yakima
(Final Order November 11, 2003): The Surgical Specialists of Yakima, Cascade Surgical
Partners, Inc., P.S. and Yakima Surgical Associates, P.S. settled charges that they jointly entered
into agreements for their members to fix prices and terms for the provision of medical services
when dealing with health care insurers.
System Health Providers
(Final Order August 20, 2002): System Health Providers and its parent corporation, Genesis
Physicians Group, Inc., settled charges that they collectively bargained with health insurance
firms to accept proposed fee schedules; discouraged members from entering into contracts
directly with payers; and refused to deal with health insurance firms and other third-party payers
except on collectively agreed upon terms. The order prohibits the recurrence of the alleged
practices and actions.
Tenet Healthcare Corporation
(Final Order January 29, 2004): A consent order prohibits Frye Regional Medical Center, Inc., an
acute care hospital in Hickory, North Carolina, and its parent company Tenet Healthcare
Corporation from entering into any agreement to negotiate fees on behalf of any physician
practicing in four North Carolina counties and from refusing to deal with insurance companies
and other payers. Also refer to related administrative complaint issued to Piedmont Health
Alliance. This settlement is the first case in which the Commission has named a hospital as a
participant in an alleged physician price-fixing conspiracy.
Union Oil Company of California
(Final Order August 2, 2005): With an administrative complaint issued on March 4, 2003 the
Commission charged that Union Oil Company of California (Unocal) made misleading
statements concerning its emissions results for the production of “summer-time” gasoline
mandated by the California Air Resources Board (CARB) for use March through October.
According to the complaint, Unocal lead producers of the CARB gasoline to believe that its
research was non-proprietary and in the public interest, while at the same time it failed to
disclose that it had patent pending claims on the research results with the U.S. Patent and
Trademark Office. As a result of the patent being allowed, Unocal is now in a position to
enforce its patent rights – requiring companies that produce the “summer-time” CARB gasoline
to pay substantial royalties to Unocal if they use the patented technology. An initial decision
dismissing the complaint was filed on February 17, 2004.
31
A consent order settled the Commission’s monopolization complaint against Unocal. Under the
terms of the settlement, Unocal will stop enforcing the relevant reformulated gasoline patents,
which the Commission alleged could have imposed additional costs of over $500 million per
year on California consumers. In addition, Unocal will release all relevant gasoline patents to the
public.
Valassis Communications, Inc.
(Proposed Consent Agreement Accepted for Public Comment on March 15, 2006): Valassis, a
leading producer of free-standing newspaper inserts (FSIs) in the United States, has settled
charges that it attempted to collude with News America Marketing, its only FSI rival, to
eliminate competition between the two companies. Under the consent order settling the FTC’s
complaint, Valassis is barred from engaging in collusive agreements with other FSI publishers or
attempting to collude with its competitors.
Virginia Board of Funeral Directors and Embalmers
(Final Order October 1, 2004): The Virginia Board of Funeral Directors and Embalmers settled
charges that it prohibited Virginia funeral directors and service providers from engaging in
truthful advertising to notify consumers of prices and discounts for funeral products and services.
Under terms of the consent order, the Board is prohibited from engaging in such practices in the
future and is required to amend its regulation prohibiting Board licensees from advertising
funeral services including those services that can be contracted prior to the death of the person
whose funeral is being planned.
Washington University Physician Network
(Final Order August 22, 2003): A consent order prohibits a St. Louis, Missouri physicians’
organization from negotiating with third party payers on behalf of its member physicians and
from refusing to deal with health insurance companies.
White Sands Health Care System, L.L.C.
(Final Order January 11, 2005): A consent order settled charges that the White Sands Health
Care System refused to deal with health care insurers that resisted the collectively negotiated
prices set by its member physicians and nurse anesthetists. The complaint alleged that these
practices increased costs for health care for consumers in the Alamogordo, New Mexico area.
White Sands, a physician-hospital organization, consists of Alamogordo Physicians, an
independent practice association; Gerald Champion Regional Medical Center, and 31 nonphysician health care providers, including all five nurse anesthetists in the area.
E.
Administrative Complaints
F.
Other
Public Documents/Policy Statements/Conferences
Agreements Filed with the Federal Trade Commission under the Medicare Prescription
Drug, Improvement, and Modernization Act of 2003: Summary of Agreements Filed in FY
32
2004: A Report by The Bureau of Competition (January 7, 2005): Information regarding the
22 agreements that were filed with the Commission in fiscal year 2004.
Policy Statement on Monetary Equitable Remedies in Competition Cases (July 25, 2003):
The Commission issued a policy statement that identified three factors that will be considered in
determining whether the Commission will seek disgorgement or restitution in competition cases.
First, the Commission will ordinarily seek monetary relief when the underlying violation is clear.
Second, there must be a reasonable basis for calculating the amount of remedial payment. Third,
the Commission will consider the value of seeking monetary relief in light of other remedies
available in the matter including private actions and criminal proceedings.
FTC Antitrust Actions in Pharmaceutical Services and Products (November 8, 2002):
Summary of health care antitrust matters involving the pharmaceutical industry and enforcement
policy prepared by the FTC Health Care Services and Products Division Staff.
Second Public Conference on the U.S. Oil and Gasoline Industry (May 2002): From May 6 9, 2002, the Commission held a second public conference to examine factors that affect prices of
refined petroleum products in the United States. The goal of the conference was to solicit
information and views on the major factors affecting the prices of refined petroleum products,
along with the relative importance of such factors.
Commission Studies/Guidelines
The Petroleum Industry: Mergers, Structural Change and Antitrust Enforcement: A Report of
the Staff of the Federal Trade Commission, Bureau of Economics (August 2004): The staff
report describes the Commission’s merger enforcement actions in petroleum-related markets
during the past 20 years; provides an overview of industry trends in production and pricing;
provides an analysis of merger activity for the period 1985 through 2001; and examines trends at
specific industry levels: crude oil production and reserves; bulk transport of crude oil; refining;
bulk transport of refined products; and product terminals and gasoline marketing.
Improving Health Care: A Dose of Competition: A Report by the Federal Trade Commission
and the Department of Justice (July 23, 2004): Joint report to inform consumers, businesses,
and policy-makers on a range of issues affecting the cost, quality, and accessibility of health
care.
Fulfilling the Original Vision: The FTC at 90 (April 2, 2004): Report highlights some of the
Commission’s accomplishments from the past year and outlines several goals to guide the
agency’s twin missions of competition and consumer protection.
Possible Anticompetitive Barriers to E-Commerce: Contact Lenses: A Report from the Staff of
the Federal Trade Commission (March 29, 2004): The staff report concludes that e-commerce
offers consumers greater choices and more convenience in the contact lens market.
Pharmaceutical Agreement Notification Filing Requirements (Effective January 7, 2004):
Agreements between Brand-name and generic pharmaceutical companies regarding the
33
manufacture, marketing, and sale of generic versions of brand-name drug products are required
to be filed with the Commission and the Department of Justice, pursuant to Section 1112 of the
Medicare Prescription Drug, Improvement, and Modernization Act of 2003.
Slotting Allowances in the Retail Grocery Industry: Selected Case Studies of Slotting
Allowances in Five Product Categories (November 14, 2003): Slotting allowances paid to
certain retailers in certain geographic areas for five product categories: fresh bread, hot dogs, ice
cream and frozen novelties, shelf-stable pasta, and shelf-stable salad dressing.
To Promote Innovation: The Proper Balance of Competition and Patent Law and Policy, A
Report by the Federal Trade Commission (October 2003): The report is the first of two reports
about how to maintain that balance. The report concludes that questionable patents are a
significant competitive concern and can harm innovation. The report makes recommendation to
reduce the number of questionable patents that are issued and upheld.
Report of the State Action Task Force: Recommendations to Clarify and Reaffirm the
Original Purposes of the State Action Doctrine to Help Ensure that Robust Competition
Continues to Protect Consumers (September 23, 2003): The staff report concludes that the
scope of the antitrust state action doctrine has expanded dramatically since its articulation by the
Supreme Court. The report recommends clarifications of the doctrine, including more rigorous
application of the “clear articulation” and “active supervision” requirements.
Possible Anticompetitive Barriers to E-Commerce: Wine (July 3, 2003): Staff report concludes
that e-commerce offers consumers lower prices and more choices in the wine market. Report
concludes that state bans on interstate direct shipping imposes the largest regulatory barrier to
expanded e-commerce in wine.
Generic Drug Entry Prior to Patent Expiration: An FTC Study (Released July 30, 2002): The
Commission recommends changes to the Hatch-Waxman Amendments to permit only one
automatic 30-month stay per drug product, per generic entry application, and to resolve
infringement disputes over patents listed in the “Orange Book” prior to the filing of a generic’s
entry application. By limiting the availability of 30-month stays to one per drug product, per
generic application, the report concludes that generic entry by other firms would be facilitated.
In addition, the Commission supports S.754, The Drug Competition Act, to require brand-name
companies and first generic applicants to provide copies of certain agreements to the Federal
Trade Commission and the Department of Justice.
Advisory Opinions
North Mississippi Health Services. Staff letter concerning the transfer of pharmaceuticals at
cost by non-profit hospital to patients of non-profit clinic and hospice (August 16, 2005).
Stevens Hospital, of Edmonds, Washington. Staff Letter concerning the Applicability of the
Non-Profit Institutions Act Amendments to the Robinson-Patman Act to Stevens Proposed
Pricing of Pharmaceuticals (April 18, 2005).
34
Bristol-Myers Squibb. Staff advised Bristol-Myers Squibb that its proposed settlement with
Teva Pharmaceuticals USA, inc. does not raise issues under Section 5 of the Federal Trade
Commission Act. (May 2004)
Dunlap Memorial Hospital in Orville, Ohio. Staff concluded that Dunlap’s provision of
pharmaceuticals to the Viola Startzman Free Clinic falls within the scope of the Non-Profit
Institutions Act. (January 9, 2004)
Medical Group Management Association: Letter from Jeffrey W. Brennan to Gerald
Niederman. An association of medical practice administrators requested an opinion concerning
its proposal to conduct and publish the results of a survey of physician practices. (November 3,
2003)
Partlinx LLC. Staff advised that Commission does not presently intend to recommend law
enforcement action in connection with Partlinx’s proposed e-commerce joint venture. (October
10, 2003)
Bay Area Preferred Physicians. The Bureau advised that it does not presently intend to
recommend an enforcement action if Bay Area Preferred Physicians establishes a physician
network to create new contracting opportunities between physicians and health plans and other
third-party payers. (September 23, 2003)
Valley Baptist Medical Center. Sale of pharmaceuticals to contracted workers who provide
services at VBMC. (March 18, 2003)
Arkansas Children’s Hospital. Sale of pharmaceuticals to patients seen in clinics that are
located on ACH’s campus but are operated by the University of Arkansas for Medical Sciences.
(March 18, 2003)
PriMed Physicians : Proposal by physician group to create with other Dayton, Ohio area
physicians an advocacy group to undertake “a campaign to inform and educate the general
public” of policies and procedures by third party payers in Dayton. (February 6, 2003)
Joint FTC and DOJ letter urging Council of the North Carolina State Bar to approve a
proposed opinion that would explicitly permit non-lawyers to compete with lawyers to perform
real estate closings. (July 11, 2002)
MedSouth, Inc. A multi-specialty physician practice association in Denver, Colorado intends to
operate a nonexclusive physician network joint venture. (February 21, 2002)
Connecticut Hospital Association The applicability of the Non-Profit Institutions Act to sales of
pharmaceuticals by its member hospitals to their retired employees.(December 20, 2001)
Harvard Vanguard Medical Associates, Inc. Sale of pharmaceuticals by non-profit, multispecialty medical clinic to employees and to patients treated at the clinic. (December 18, 2001)
35
Advocacy Filings
Comments of Staff of the Federal Trade Commission Bureau of Economics to file a comment
with the Federal Communications Commission regarding the auction of advanced wireless
services licenses. (March 10, 2006)
Comment of the Federal Trade Commission to the Federal Energy Regulatory Commission
Concerning Market-Based Rates for Public Utilities (January 18, 2006).
Comments of Staff of the Federal Trade Commission to the Honorable Bill Seitz Concerning
Ohio H.B. 306 to Amend the Operation of Wine Wholesale Franchises (December 12, 2005).
Federal Trade Commission Civil Remedies: Antitrust Modernization Commission (December 1,
2005).
Statutory Immunities and Exemptions: Antitrust Modernization Commission (December 1,
2005).
The Hart-Scott-Rodino Second Request Process: Antitrust Modernization Commission
(November 17, 2005).
Treatment of Efficiencies in Merger Enforcement: Antitrust Modernization Commission
(November 17, 2005).
Patent Law Reform: Antitrust Modernization Commission Concerning (November 8, 2005).
Federal Antitrust Enforcement Institutions : Antitrust Modernization Commission (November
3, 2005).
Joint Comments of the Federal Trade Commission and the Department of Justice to The
Honorable Alan Sanborn Concerning Michigan H.B. 4849, Which Would Impose Minimum
Service Requirements on Real Estate Brokers (October 18, 2005)
State Action Doctrine: Antitrust Modernization Commission (September 29, 2005).
Comments of Staff of the Federal Trade Commission, Bureau of Economics, Bureau of
Competition and the Office of Policy Planning to the Honorable Wesley Chesbro Concerning the
Proposed California Franchise Act to Govern Contractual Relationships Between Beer
Manufacturers and Wholesalers (August 26, 2005).
Comment of the Federal Trade Commission to the Federal Energy Regulatory Commission
Concerning Information Requirements for Available Transfer Capability (August 23, 2005).
36
Comments of Staff of the Federal Trade Commission to the Federal Energy Regulatory
Commission concerning Long Term Transmission Rights in Markets Operated by Regional
Transmission Organizations and Independent System Operators (August 23, 2005).
Brief Amicus Curiae Illinois Tool Works, Inc. et al. v. Independent Ink, Inc. (Supreme Court)
(Case. No. 04-1329)) Supporting Petitioners on the Issue of Whether a Patent is Presumed to
Confer Market Power in a Tying Case (August 5, 2005).
Brief Amicus Curiae Texaco, Inc. v. Dagher et al. (Supreme Court (Case Nos. 04-805 and 04
814)). Concerning Whether an Agreement on Pricing Between Joint Venture Owners is a Per se
Violation of the Sherman Act When the Owners do not Compete in those Products (May 31,
2005).
Joint Comments of the Federal Trade Commission and the Department of Justice to the
Honorable Matt Blunt Concerning Missouri H.B. 174 to Impose Minimum Service Requirements
on Real Estate Brokers (May 24, 2005).
Joint Comments of the Federal Trade Commission and the Department of Justice to the
Alabama Senate Concerning Alabama H.B. 156 to Impose Minimum Service Requirements on
Real Estate Brokers (May 12, 2005).
Joint Comments of the Federal Trade Commission and the Department of Justice before the
Texas Real Estate Commission Concerning Proposed Amendments to 22 Tex. Admin Code §
535.2 to Impose Minimum Service Requirements on Real Estate Brokers (April 20, 2005)
Comment of the Federal Trade Commission to the Food and Drug Administration Concerning
Response to Citizen Petition by IVAX Pharmaceuticals Relating to Generic Drug Application
(Apr. 2005).
Comments of Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics and the Office of Policy Planning regarding three bills that the Virginia Assembly
considered: HB 2518 - would loosen current restrictions on competition between commercial and
independent optometrists; and HB 160 and SB 272 - would further impair competition between
these groups of eye care professionals. (March 9, 2005)
Comments of Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics and the Office of Policy Planning to North Dakota State Senator Richard L. Brown
concerning HB 1332 which might have the unintended consequences of increasing the price of
pharmaceuticals within the state and ultimately decrease the number of North Dakotans with
insurance coverage for pharmaceuticals. (March 8, 2005)
Joint Amicus Brief Filing with the U.S. Department of Justice Empagran, S.A. v. HoffmannLaRoche, Ltd., No. 01-7115 (D.C. Cir.). International cartels. (February 18, 2005)
37
Brief Amicus Curiae Teva Pharmaceuticals USA, Inc. v. Pfizer, Inc. Case No. 04-1186 (Fed.
Cir.) Teva, in an effort to market its generic version of Pfizer’s Zoloft drug, sued Pfizer
challenging the patent for Zoloft. (February 11, 2005)
Joint Comments of the Federal Trade Commission and the Department of Justice to Chief
Justice McFarland of the Kansas Supreme Court concerning the Unauthorized Practice of Law
Committee of the Kansas Bar Association’s proposal to define the practice of law. (February 4,
2005)
Joint Comments of the Federal Trade Commission and the Department of Justice urging the
Massachusetts Bar Association to narrow or reject a proposal that would reduce competition
between nonlawyers and lawyers to provide certain services. (December 16, 2004)
Joint Comments of the Federal Trade Commission and the Department of Justice to The
Honorable Paul Kujawski, Member of the Massachusetts House of Representatives, concerning
the adoption of HB 180, a bill that would enable nonlawyers to compete with lawyers to perform
certain real estate closing services. (October 12, 2004)
Comments of Staff of the Federal Trade Commission to California Assembly Member Greg
Aghazaian concerning a bill (AB 1960) that requires pharmacy benefit managers to disclose
certain information to purchasers of their services. (September 10, 2004)
Brief Amicus Curiae Cleveland Bar Association v. CompManagement, Inc. (Case No.: UPL
02-04) Matter on appeal from a decision rendered by Ohio’s UPL Board finding that
CompManagement, an actuarial firm, had engaged in the unauthorized practice of law through
its representation of employers in workers’ compensation matters before the Ohio Industrial
Commission. (August 5, 2004)
Joint Brief Amicus Curiae Federal Trade Commission and the Department of Justice Andrx
Pharmaceuticals, Inc. v. Kroger Company, et al. (U.S. Court of Appeals for the Sixth Circuit)
Private antitrust matter concerning an interim settlement of a pharmaceutical patent infringement
case, in which the alleged infringer agreed not to market its product while the infringement
litigation was pending. (July 16, 2004)
Comments of the Federal Trade Commission to the Federal Energy Regulatory Commission
concerning revisions to the conditions under which FERC will permit electric utilities to sell
wholesale power at market rather than regulated rates. (July 16, 2004)
Comments of the Federal Trade Commission to the Federal Energy Regulatory Commission
concerning FERC’s policies governing electric utility procurement of wholesale electric supply
from affiliated generators and through acquisition of affiliated, unregulated generation assets.
(July 14, 2004)
Comments of Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics and the Office of Policy Planning to Michigan House Representative Gene DeRosset
on Michigan’s proposed bill 4757, “Petroleum Marketing Stabilization Act”. (June 18, 2004)
38
Joint Brief Amicus Curiae Federal Trade Commission and the Department of Justice in
Jackson Tennessee Hospital Co., No. 04-5387 (6th Cir.) Brief contends that the district court
improperly concluded that Tennessee Hospital Co. and other defendants were exempt from
antitrust enforcement under the state action doctrine. (June 4, 2004)
Joint Brief Amicus Curiae Federal Trade Commission and the Department of Justice in
McMahon v. Advanced Title Services Company of West Virginia. The brief argues that
allowing nonlawyers to compete with lawyers in the provision of real estate settlement services,
including title searching, title reports, closings, and document deliveries, would benefit West
Virginia consumers in a variety of ways. (May 25, 2004)
Comments of the Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics and the Office of Policy Planning to Rhode Island Attorney General Patrick C. Lynch
and Deputy Senate Majority Leader Juan M. Pichardo on seven state bills that contain “freedom
of choice” and “any willing provider” provisions for pharmaceutical sales. (April 12, 2004)
Comments of the Staff of the Federal Trade Commission Bureaus of Competition, Consumer
Protection and Economics and the Office of Policy Planning provide comments on Maryland
House Bill 795 which would permit corporate ownership of funeral homes. (April 6, 2004)
Comments of the Staff of the Federal Trade Commission Bureaus of Competition,
Economics, Consumer Protection, the Northeast Regional Office and the Office of Policy
Planning provided comments on three bills that would allow out-of-state vendors to ship wine
directly to New York consumers if the vendors comply with certain regulatory requirements.
(March 30, 2004)
Comments of Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics and the Office of Policy Planning to Kansas State Senator Les Donovan regarding
Bill No. 2330 which would bar the “below-cost” sale of motor fuel. (March 16, 2004)
Comments of Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics, and the Office of Policy Planning. Comments to the Speaker Pro Tempore of the
Alabama State House of Representatives Concerning the Alabama Motor fuels Marketing Act.
(January 29, 2004)
Joint Comments of the Federal Trade Commission and the Department of Justice on a draft of
the proposed amendment to the Indiana Supreme Court Admissions & Discipline Rule regarding
Unauthorized Practice of Law to the Indiana State Bar Association. (October 10, 2003)
Comments of the Staff of the Federal Trade Commission Bureau of Competition, Bureau of
Economics, and the Office of Policy Planning. Analysis of Wisconsin’s Unfair Sales Act: Letter
to Wisconsin State Representative Shirley Krug. (October 1, 2003)
Comments to the Federal Energy Regulatory Commission regarding proposed revisions to
market-based tariffs and authorization. (August 28, 2003)
39
Letter sent to New York Attorney Eliot Spitzer. Comments of the Office of Policy and Planning
and the Bureau of Competition stated that there is a significant risk that the Motor Fuel
Marketing Practices Act could harm consumers by reducing competition in the sale of motor
fuels. (July 24, 2003)
Application for Approval of Asset transfer Agreements with Affiliated Company, Ameren
Union Electric Company. Comments to the Illinois Commerce Commission regarding the
transfer of generation assets from an unregulated affiliated to its regulated parent utility. (June
18, 2003)
Proposed Amendments to the North Carolina Motor Fuel Marketing Act. Comments of the
Federal Trade Commission’s Bureau of Competition, Bureau of Economics, and the Office of
Planning. Letter to Senator Daniel G. Clodfelter, Chairman of the Judiciary I Committee, stating
that the proposed amendments to the state’s Motor Fuel Marketing Act are not only unnecessary,
but have significant potential to harm consumers by causing them to pay more at the pump.
(May 21, 2003)
Standards for Determining Whether Natural Gas Prices are Constrained by Market Forces.
Comments to the Georgia Public Service Commission regarding proposed standards to determine
whether market forces constrain retail prices for natural gas. (April 24, 2003)
The Potential Effect of Tenet Healthcare Corporation’s Proposed Purchase of Slidell
Memorial Hospital. Letter from Bureau of Competition, Bureau of Economics and the Office of
Policy Planning to Louisiana Attorney General, The Honorable Richard P. Ieyoub, opposing the
proposed acquisition by Tenet Health Care Systems of the Slidell Memorial Hospital. According
to the letter, the proposed acquisition would eliminate competition and probably give Tenet the
opportunity to increase prices unilaterally following the acquisition. (April 1, 2003)
Real Estate Closing Activities. The Commission and the Department of Justice Joint letter to the
Rhode Island House of Representatives on Proposed Bills H.5936 and H.5639: Proposed
Restrictions on Competition from Non-Attorneys. The agencies expressed concerns that the bills
would eliminate competition between non-lawyers and lawyers in the closing of real estate deals
in Rhode Island by requiring a lawyer to close almost all real estate closings. (April 1, 2003)
Competition and the Effects of Price Controls in Hawaii’s Gasoline Market
2003)
(January 28,
Competition and the Effects of Price Controls in Hawaii’s Gasoline Market (January 28,
2003)
In the Matter of Application for FDA Approval to Market a New Drug; Patent Listing
Requirements; Comments of the FTC Before the HHS and FDA (December 23, 2002)
FTC/DOJ Comments on the American Bar Association’s Proposed Model Definition of the
Practice of Law (December 20, 2002)
40
Ohio House Bill 325 - Physician Collective Bargaining (October 16, 2002)
Bill No.S04522 (New York Motor Fuel Marketing Practices Act); /Bill No. A06942 (An Act to
Amend the General Business Law, in Relation to the Operation of Retail Service Stations)
(August 8, 2002)
Proposed North Carolina State Bar Opinions Concerning Non-Attorneys’ Involvement in Real
Estate Transactions (July 11, 2002)
Proposed Bill H.7462, Restricting Competition from Non-Attorneys in Real Estate Closing
Activities (March 29, 2002)
The Threat of Consumer Harm Resulting from Physician Collective Bargaining Under Alaska
Senate Bill 37 (March 22, 2002)
Virginia Senate Bill No. 458, “Below-Cost sales of Motor Fuels” (February 15, 2002)
Washington House Bill 2360, Physician Antitrust Immunity (February 8, 2002)
Alaska Senate Bill 37, Physician Antitrust Immunity (January 18, 2002)
North Carolina State Bar Opinions Restricting Involvement of Non-Attorney in Real Estate
Closings and Refinancing Transactions (December 14, 2002)
Competition and Consumer Protection Perspectives on Electric Power Regulatory Reform
(July 20, 2002)
Workshops/Hearings/Conferences
Healthcare
Conference on Healthcare Information & Competition (April 16, 2004)
This quasi-academic conference, organized by Stanford health economist Dan Kessler, brought
together academics and health policy makers for one day to examine the production of and use of
health care market information by consumers and employers. It examined some effects of
competition in promoting or retarding information use. Aspects of health care quality were also
addressed. Seven papers were presented, and participation included government health care
experts and employers.
Hearings on Healthcare and Competition Law and Policy sponsored by the Commission and
the Department of Justice. September 24 - 26; and 30; October 1, 2003, Washington, DC.
• Physician Product and Market Definition
• Physician Information Sharing
• Physician IPAs - Patterns and Patterns of Integration - Messenger Model
41
• Physician Unionization; Group Purchasing Organizations
• International Perspectives on Health Care and Competition Law and Policy
• Medicare and Medicaid
• Remedies: Civil/Criminal
Hearings on Healthcare and Competition Law and Policy sponsored by the Commission and
the Department of Justice. June 25 - 26, 2003, Washington, DC.
• Mandated Benefits
• Pharmaceutical: Formulary Issues
• Prospective Guidance
Hearings on Healthcare and Competition Law and Policy sponsored by the Commission and
the Department of Justice. May 27; 29; and 30 and June 10 - 12, 2003, Washington, DC.
• Quality and Consumer Information - Hospitals
• Physicians
• Market Entry
• Long Term Care/Assisted Living Facilities
• Noerr-Pennington/State Action
• Financing Design/Consumer Information Issues
Hearings on Healthcare and Competition Law and Policy sponsored by the Commission and
the Department of Justice. April 21 - 23; May 7 - 8, 2003, Washington, DC.
• Health Insurance Monopoly - Market Definition. Competitive Effects
• Health Insurance Monopoly - Entry and Efficiencies
• Health Insurance Monopsony - Market Definition - Competitive Effects
• Health Insurance/Providers: Countervailing Market Power - Most Favored Nation Clauses
• Physician Hospital Organizations
• Qualify and Consumer Information - Overview
Hearings on Healthcare and Competition Law and Policy sponsored by the Commission and
the Department of Justice. March 26 - 28, 2003, Washington, DC.
• Round table discussion on hospital-related issues and an examination of product and
geographic markets for hospitals
• Issues in litigating hospital mergers
Hearings on Healthcare and Competition Law and Policy sponsored by the Commission and
the Department of Justice. February 26 - 28, 2003, Washington, DC. Examined the state of the
healthcare market place and the role of competition, antitrust, and consumer protection in
satisfying citizens’ preferences for high-quality, cost-effective healthcare.
Healthcare Impact of Competition Law & Policy on the Cost, Quality and Availability of
Healthcare and the Incentives for Innovation in the Field. September 9 - 10, 2002
Workshop, Washington, DC.
42
Intellectual Property and Patent Law
Ideals into Action: Implementing Reform of the Patent System (April 15 - 16, 2004) The
Commission , the National Academy of Sciences, and the Berkeley Center for Law and
Technology sponsored a conference to address patent reform and how it might be implemented.
Town Meetings on Patent System Reform Three meetings in San Jose, California, February
18, 2005; Chicago, Illinois on March 4, 2005; and Boston, Massachusetts on March 18, 2005 to
bring together government officials, business representatives, lawyers and other members of the
patent community to discuss significant recommendations for patent reform made by the
Commission, the National Academies’ Board on Science, Technology and Economic Policy, and
the American Intellectual Property Law Association.
Intellectual Property Law and Policy - Roundtable Discussion (October 25, 2002)
• Competition, Economic, and Business Perspectives on Patent Quality and Institutional
Issues: Competitive Concerns, Prior Art, Post-Grant Review, and Litigation
• Competition, Economic, and Business Perspectives on Substantive Patent Law Issues:
Non-Obviousness and Other Patentability Criteria
• Antitrust Law and Patent Landscapes
• Standard Setting Organizations: Evaluating the Anticompetitive Risks of Negotiating
Intellectual Property Terms and Conditions Before a Standard is Set
• Relationships Between Competitors and Incentives to Compete: Cross Licensing of
Patent Portfolios, Grantbacks, Reach-Through royalties, and Non-Assertion Clauses
www.ftc.gov/opp/intellect/index
Antitrust and Intellectual Property Law and Policy
• Patent Pool and Cross-Licensing: When Do They Promote or Harm Competition?
(April 17, 2002)
• Standard-Setting Practices: Competition, Innovation and Consumer Welfare to Deal?
(April 18, 2002)
• The Strategic Use of Licensing: Is There Cause for Concern about Unilateral Refusals
to Deal? (May 1, 2002)
• Patent Settlements: Efficiencies and Competitive Concerns (May 2, 2002)
• Antitrust Analysis of Licensing Practices (May 14, 2002)
• An International Comparative Law Perspective on the Relationship Between
• Competition and Intellectual Property, Parts I and II (May 22 - 23, 2002)
Competition and Intellectual Property Policy
• Cross-Industry Perspectives on Patents (April 9, 2002)
• Substantive Standards of Patentability (April 10, 2002)
• Patenting Procedures, Presumptions, and Uncertainties (April 10, 2002)
• Patentable Subject Matter - Business Method and Software Patents (April 11, 2002)
• Patent Criteria and Procedures - International Comparisons (April 11, 2002)
43
Hearings to Focus on the Implications of Competition and Patent Law and Policy
• Competition and Intellectual Property Law and Policy in the Knowledge-Based
Economy (February 6, 2002)
• Patent Law for Antitrust Lawyers (February 8, 2002)
• Antitrust Law for Patent Lawyers (February 8, 2002)
• Economic perspectives on Intellectual Property; Competition and Innovation (February
20, 2002)
• Business and Economic Perspectives on Real-World Experiences with Patents
(February 25 - 28, 2002)
• Business and Other Perspectives on Real-World Experiences with Patents (March 19 20, 2002)
Other
Roundtable on the Economics of Internet Auctions (October 27, 2005)
The Bureau of Economics held a Roundtable on The Economics of Internet Auctions bringing
together academic economists, government economists and industry professionals to discuss
competition, network effects, fraud, lemons problems, inference, and demand estimation.
Competition Policy and the Real Estate Industry (October 25, 2005)
The Federal Trade Commission and the Department of Justice’s (DOJ) Antitrust Division hosted
a joint workshop covering new and innovative brokerage business models, multiple listing
services, and the implications of state-imposed minimum-service requirements.
Oil Industry Merger Effects (January 14, 2005)
The public conference discussed two recent studies that focused on the price effects of mergers
and concentration in the United States petroleum industry.
90th Anniversary Symposium (September 22 - 23, 2004)
The Federal Trade Commission honored the agency’s 90th anniversary and featured over 50
participants, current Commissioners and other agency officials, as well as prominent academics
and practitioners, many of whom are Federal Trade Commission alumnae.
Anticompetitive Efforts to Restrict Competition on the Internet (October 8 - 10, 2002)
The public workshop explored possible anticompetitive efforts to restrict competition on the
Internet.
Federal Circuit Jurisprudence: Jurisdiction, Choice of Law, and Competition Policy
Perspectives (July 11, 2002)
IV. International Activities
The FTC works to promote cooperation and convergence toward best practices with
competition agencies around the world. The FTC has built a strong network of cooperative
relationships with its counterparts abroad, and plays a lead role in key multilateral fora. The
44
FTC works with other nations to protect American consumers who can be harmed by
anticompetitive conduct and frauds perpetrated outside the United States. The FTC also actively
assists new democracies moving toward market-based economies with developing competition
laws and policies.
The FTC’s cooperation with competition agencies around the world is a vital component
of our enforcement program, facilitating our ability to promote convergence toward sound
consumer welfare-based competition policies. During the past year, the FTC participated in
consultations in Washington and in foreign capitals with top officials of, among others, the
European Commission (EC), the Japan Fair Trade Commission (JFTC), and the Russian Federal
Anti-Monopoly Service, and for the first time held a joint consultation with the Canadian
Competition Bureau and the Mexican Federal Competition Commission.
FTC staff routinely coordinate with colleagues in foreign agencies, promoting efficient
and effective review of mutijurisdictional mergers and conduct. Recent illustrative matters
include:
• Procter & Gamble/Gillette. Procter & Gamble’s $57 billion acquisition of Gillette
raised competition concerns regarding many consumer products, including tooth
whiteners and antiperspirants. FTC staff worked closely with several competition
authorities, including the EC, the Canadian Competition Bureau, and the Mexican
Federal Competition Commission. The FTC and the EC coordinated compatible
remedies in oral health care products. Their decisions also addressed whether the merger
would increase the merged firm’s ability, when acting as a “category manager,” to obtain
premium retailer shelf space and exclude or disadvantage competitors in several brand
categories. Canada determined that the divestitures obtained by the FTC and the EC
would resolve its competition concerns, while Mexico and other authorities authorized
the transaction.
• Johnson & Johnson/Guidant. Johnson & Johnson’s proposed $25 billion bid to take
over Guidant raised concerns in several medical device markets, particularly stents and
other devices used to treat vascular diseases. The FTC coordinated its review with the
EC, the Canadian Competition Bureau, and the Japan Fair Trade Commission. The
competitive situation and likely effects of the proposed merger varied among
jurisdictions, requiring close cooperation in the investigation and the negotiation of
remedies. Pursuant to confidentiality waivers from the parties, EC staff participated in
joint meetings with FTC staff, the parties, and third parties. In light of subsequent
developments, the FTC and other agencies are monitoring the potential acquisition of
Guidant by Boston Scientific.
The FTC promotes policy convergence through formal and informal working
arrangements with other agencies, many of which seek the FTC’s views in connection with
developing new policy initiatives. For example, during the past year, the FTC consulted with:
• EC regarding several aspects of merger policy, including the EC’s review of its remedies
policies and the EC’s discussion paper on its policies regarding abuse of dominance;
• Several EU Member States on competition in health care markets;
• United Kingdom regarding synergies between competition and consumer protection
policy;
• Canadian Competition Bureau on cross-border information sharing policies; and
45
•
JFTC on exclusionary conduct and administrative procedures and remedies, and
submitted comments on proposed JFTC Guidelines on Standardization and Patent Pool
Arrangements.
Multilateral competition fora provide important opportunities for competition agencies to
enhance mutual understanding and promote cooperation and convergence. The FTC participates
actively in, among others, the International Competition Network (ICN) and the Organisation for
Economic Cooperation and Development (OECD).
Trade agreements increasingly involve competition issues. The FTC participates in
United States delegations that negotiate competition chapters of free trade agreements, including
during the last year in connection with negotiations with Peru and other Andean countries and
with Thailand. The FTC also participates in the competition forum of the United Nations
Conference on Trade and Development, which focuses on competition issues facing developing
countries.
Last year was a peak time in recent years for the FTC’s international technical assistance
program, which provides training and other education to developing nations. These activities,
funded mostly by the United States Agency for International Development, included 28 missions
to 18 countries, involving 35 different FTC staff experts. In addition, FTC staff maintained a
resident advisor in Jakarta, Indonesia, assisting the member states of the ten-nation ASEAN
organization. The FTC works in close cooperation with DOJ’s Antitrust Division in conducting
its antitrust activities in this program.
V. Competition Speeches
“Moneyball and Price Gouging” (February 27, 2006) Michael A. Salinger, Director, Bureau of
Economics. Boston Bar Association, Antitrust Committee, Boston, MA.
“Economic Competition” (February 1, 2006) Deborah Platt Majoras, Chairman. Mexican
Judicial Training Seminar Mexico City, Mexico.
“Ranking Exclusionary Conduct” (November 15, 2005) Susan Creighton, Director, Bureau of
Competition. Remarks delivered at the ABA Section of Antitrust Law Fall Forum, Washington,
D.C.
“The Rhetoric of Gun-Jumping” (November 10, 2005) William Blumenthal, General Counsel.
Remarks delivered before the Annual Antitrust Seminar of the Greater New York Chapter of the
Association of Corporate Counsel, in New York.
“Competition in the Information Society Uncorked and Unplugged” (November 8, 2005)
Jon Leibowitz, Commissioner. Remarks before the 2005 Global Forum Palais D’Egmont
Brussels, Belgium,
“The Status of Convergence on Transatlantic Merger Policy” (October 27, 2005) William
Blumenthal, General Counsel. Written version of opening remarks delivered before a panel on
"Cross-Atlantic Perspectives on Antitrust Enforcement" at the Fall Meeting of the International
Law Section of the American Bar Association, in Brussels.
46
“Following the Yellow Brick Road to a More Competitive Landscape” (October 25, 2005)
Jon Leibowitz, Commissioner. Remarks before the FTC/DOJ Workshop on Competition Policy
in the Real Estate Industry.
“Developments in Competition Law in the European Union and the United States:
Harmony and Conflict” (October 21, 2005) Pamela Jones Harbour, Commissioner. Remarks
at the New York State Bar Association International Law and Practice Section Fall Meeting
2005, Program 19, London, England.
“Health Care” An Interview with Commissioner Thomas B. Leary (October 2005) Thomas
B. Leary, Commissioner. This is an interview with Commissioner Leary conducted by the ABA
Antitrust Section Health Care Committee Newsletter, published in the ABA's Antitrust Health
Care Chronicle, , Vol. 19, No. 3.
“Recognizing the Procompetitive Potential of Royalty Discussions in Standard Setting”
(September 23, 2005) Deborah Platt Majoras, Chairman. Stanford University, Stanford,
California.
“Municipal Broadband: Should Cities Have a Voice?” (September 22, 2005) Jon Leibowitz,
Commissioner. National Association of Telecommunications Officers and Advisors (NATOA),
25th Annual Conference - Washington, D.C.
“State Intervention: A State of Displaced Competition” (September 20, 2005) Deborah Platt
Majoras, Chairman. George Mason University Law School: George Mason Law Review
Antitrust Symposium.
“Is It Live Or Is It Memorex? Models of Vertical Mergers and Antitrust Enforcement”
(September 8, 2005) Michael A. Salinger, Director, Bureau of Economics. Association of
Competition Economics (ACE) Seminar on Non-Horizontal Mergers, Competition Commission,
London, UK, September 7, 2005, and Fondation Universitaire, Brussels, Belgium.
Remarks to the 2005 ABA Annual Meeting (August 6, 2005) Deborah Platt Majoras,
Chariman. Chicago, Illinois,
“Challenges in Identifying Anticompetitive Dominant Firm Behavior” (July 7, 2005)
Michael A. Salinger, Director, Bureau of Economics. Speech before the National Economic
Research Associates (NERA) 2005 Antitrust and Trade Regulation Seminar, Santa Fe, New
Mexico.
“The Bipartisan Legacy” (June 21, 2005) Thomas B. Leary, Commissioner. Written version
of a speech delivered at the American Antitrust Institute's Sixth Annual Conference at the
National Press Club in Washington, D.C. on. The remarks are to be published in an edition of the
Tulane University Law Journal.
47
“Competition Policy, Patent Law, and Innovation: Welcoming Remarks for the Patent
Reform Conference” (June 9, 2005) Deborah Platt Majoras, Chairman. Washington, D.C.
“Vertical Restraints: What Does the Evidence Imply for Policy” (May 12, 2005) Luke M.
Froeb, Director, Bureau of Economics. Presentation before the AEI-Brookings Joint Center ,
Washington, D.C.
“Health Care and the FTC: The Agency as Prosecutor and Policy Wonk” (May 12, 2005)
Jon Leibowitz, Commissioner. Antitrust in HealthCare Conference, American Bar
Association/American Health Lawyers Association, Washington, D.C.
“Recent Developments in the Merger Review Process in the United States and the
International Competition Network” (April 20, 2005) William Blumenthal, General Counsel.
Written version of remarks delivered before the International Bar Association and Japanese
Federation of Bar Associations, Conference on International Competition Enforcement, in
Tokyo.
Keynote Address (April 19, 2005) Deborah Platt Majoras, Chairman. OECD Workshop on
Dispute Resolution and Consumer Redress.
“Post Merger Product Repositioning” (April 9, 2005) Luke M. Froeb, Director, Bureau of
Economics. Speech before the Third Annual Meeting of the International Industrial
Organization Conference, at The Georgia Institute of Technology Hotel and Conference Center,
Atlanta, GA.
“U.S. Antitrust Practice - How does it affect European business?” (April 7, 2005) Deborah
Platt Majoras, Chairman. Speech before the Studienvereinigung Kartellrecht, Brussels, Belgium.
“The Good, the Bad and the Ugly: Trade Associations and Antitrust” (March 30, 2005) Jon
Leibowitz, Commissioner. American Bar Association, Antitrust Spring Meeting, Washington,
D.C.
“The Cost of Filling Up: Did the FTC Approve Too Many Energy Mergers?” (March 31,
2005) Luke M. Froeb, Director, Bureau of Economics and John H. Seesel, Associate General
Counsel for Energy, Federal Trade Commission. Remarks before The Fuel and Energy
Committee Section of Antitrust Law, American Bar Association, Washington, D.C.
“A “Check-Up” of Selected Health Care Activity at the Federal Trade Commission” (March
30, 2005) Pamela Jones Harbour, Commissioner. ABA Antitrust Section Spring Meeting “The
Agencies’ 2004 Report on Improving Health Care: Comments on the Report and Its Aftermath”.
“State of the FTC” (March 28, 2005) Deborah Platt Majoras, Chairman, Washington, DC.
“Vertical Restraints:Federal and State Enforcement of Vertical Issues” (March 17 - 19,
2005) Pamela Jones Harbour, Commissioner. ALI-ABA Course of Study, Product Distribution
and Marketing, New Orleans, LA.
48
“Category Management” An Interview with FTC Commissioner Thomas B. Leary (Spring
2005) Thomas B. Leary, Commissioner. This is an interview with Commissioner Leary
conducted by the ABA Section of Antitrust Law, Sherman Act Section 2 Committee, published
in the Sherman Act Section 2 Committee's newsletter, Vol. III No. 2.
“New Trends in Antitrust Oversight of Mergers” (March 3, 2005) Susan Creighton,
Director, Bureau of Competition. Panelist on Antitrust Issues in Today’s Economy. New York,
New York.
“The Federal Trade Commission: Fostering a Competitive Health Care Environment That
Benefits Patients” (February 28, 2005), Deborah Platt Majoras, Chairman. World Congress
Leadership Summit, New York, New York.
Steering Committee of the Antitrust and Consumer Law Sec
This text is long and has been trimmed here. Open the source document for the complete record.
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.