Antitrust

Antitrust and competition issues affect every business that prices its goods, sells to customers, and interacts with competitors. Not understanding the federal and state competition laws that govern a company's conduct can result in expensive and time-consuming investigations and litigation. Calfee’s antitrust and competition attorneys have for decades counseled clients on the antitrust issues impacting their operations so they can prudently achieve their business goals.

We advise our clients regularly on antitrust issues affecting their everyday operations such as pricing and distribution, employee education and compliance, mergers and acquisitions, and antitrust litigation ranging from smaller disputes to complex antitrust class actions. Our work has assisted clients in industries including manufacturing, retail and consumer goods, food and beverage, automotive parts, health care, chemicals, and real estate. Because understanding competition risks requires detailed knowledge of the marketplace in which a business operates, we learn the details, and we work with our colleagues across the spectrum of Calfee’s practice areas, to ensure our clients are provided cost-effective, responsive and practical advice.

We regularly represent public and private companies on antitrust matters in every procedural context – before the Federal Trade Commission, U.S. Department of Justice, and in state and federal courts in complex civil and criminal litigation.

We provide counselling and litigation services in the areas of competitor and customer relations, pricing policies, dealer relations, Hart-Scott-Rodino compliance, joint venture/acquisition analysis, advertising and franchising. We have extensive experience designing and implementing antitrust compliance programs for clients. Calfee designs antitrust compliance programs that will assist its clients in meeting the standards of the U.S. Sentencing Guidelines and thus potentially serve as a mitigating factor in criminal sentencing.

From our antitrust and trade regulation counseling and litigation capabilities, to antitrust and competition compliance services, our guidance in the competition realm is always tailored to our clients' needs.

Services

Corporate Counseling

• Merger and acquisition analysis and filings
• Joint venture evaluation and structuring
• Development and enforcement of pricing policies
• Antitrust compliance programming
• Intellectual property restrictions
• Robinson-Patman Act
• Dealer terminations

Government Enforcement

• Department of Justice civil investigations
• Federal merger investigations
• Grand Jury investigations
• FTC and State enforcement proceedings

Private Litigation

• Price fixing
• Monopolization
• Price discrimination
• Tying arrangements
• Refusals to deal and boycotts
• Market allocations

Noteworthy

Professionals

Nicholas A. Bonaminio

Associate

• Cleveland

216.622.8470

Email

vCard

Maura L. Hughes

Co-Chair, Litigation

• Cleveland

216.622.8335

Email

vCard

Experience

Calfee's Antitrust clients include:

• American Greetings Corporation
• Continental AG (OTC: CTTAF)
• Invacare Corporation (NYSE: IVC)
• The J. M. Smucker Company (NYSE: SJM)
• Linsalata Capital Partners
• RPM International Inc. (NYSE: RPM)
• Tarkett (OTC: TKFTF)

Two recent Antitrust matters include:

• Continental Automotive Systems, Inc., Continental Automotive Korea Ltd., Continental Automotive Electronics LLC (OTC: CTTAF) — (GEICO Corporation, et al. v. Aisan Industry Co., Ltd., et al., U.S. District Ct., E.D. Michigan, 2:18-cv-12210) Calfee represented a U.S. subsidiary and two Korean subsidiaries of Continental AG in this antitrust action alleging that GEICO and eight of its subsidiaries are entitled to damages for antitrust price fixing and bid-rigging violations, as well as violations of state law, in the automotive industry. The plaintiffs opted out of class action settlements in connection with more than 40 different automotive parts cases. Calfee represented the Continental defendants in connection with the sale of instrument panel clusters.
• Continental Automotive Systems, Inc., Continental Automotive Electronics LLC, Continental Automotive Korea Ltd. (OTC: CTTAF) — (In Re Instrument Panel Clusters; Group 1 Automotive, Inc. et al. v. Denso Corp., et al., U.S. Dist. Ct, ED Mich., Case No. 2:170cv-12030) This antitrust litigation alleges violations of the Sherman Act including price fixing and bid rigging in connection with the sale of automotive parts. Calfee is lead counsel for two foreign and one U.S. subsidiary of Continental AG. Plaintiffs are assignees of over 100 automobile dealers who allegedly paid inflated prices for the purchase of automobiles due to the illegal conduct of defendants.
  

Calfee’s Antitrust attorneys have extensive litigation and regulatory experience including the following:

• Represented a first-tier automotive supplier in multi-district antitrust class action litigation alleging horizontal cartel activity, including multiple class actions.
• Counselled a nationally recognized manufacturer of luxury consumer goods in restructuring its marketing and distribution systems and cooperative advertising programs and successfully defended the manufacturer in a Justice Department investigation of its programs.
• Represented a nationally recognized manufacturer and retailer in connection with an industry-wide investigation of competitive effects on retail pricing of certain labeling practices.
• Successfully defended a leading steel container manufacturer in multi-district, treble-damage, price-fixing class actions and in a parallel federal grand jury investigation based in Chicago.
• Advised intellectual property clients with respect to possible antitrust implications of field of use restrictions in licensing agreements, as well as the antitrust implications of computer standard setting.
• Routinely counsel clients on Hart-Scott-Rodino pre-merger notification requirements, prepare and administer filings, and present issues to the Federal Trade Commission and Justice Department enforcement staff in support of the transaction.
• Represented a regional healthcare institution in connection with the Federal Trade Commission’s investigation of and efforts to enjoin its acquisition by a competing hospital system.

Antitrust Compliance

Some of the most serious antitrust compliance risks include the following:

• Per se violations of the Sherman Act, including price-fixing, bid-rigging and market allocations with competitors, are criminal violations that can result in millions of dollars in fines and restitution and even prison sentences for executives. Winning plaintiffs in civil antitrust actions collect treble damages and attorney fee awards. Even antitrust investigations are expensive and burdensome for companies and employees.
• Many companies face potential price discrimination risks under the Robinson-Patman Act, and their pricing policies pose uncertain risks related to shifting resale price maintenance rules under the Sherman Act and state antitrust laws.
• Dominant firms face additional risks under Section 2 of the Sherman Act, which poses additional considerations for those companies with market power.

A thorough compliance program also can address the antitrust rules governing vertical relationships with suppliers and customers, including dealer restraints, dealer terminations and non-price restrictions on customers.