Press Release: @FTC Unanimously Votes to Examine Past Acquisitions by Large Technology Companies

PRESS RELEASE

The Federal Trade Commission issued Special Orders to five large technology firms, requiring them to provide information about prior acquisitions not reported to the antitrust agencies under the Hart-Scott-Rodino (HSR) Act. The orders require Alphabet Inc. (including Google), Amazon.com, Inc., Apple Inc., Facebook, Inc., and Microsoft Corp. to provide information and documents on the terms, scope, structure, and purpose of transactions that each company consummated between Jan. 1, 2010 and Dec. 31, 2019.

The Commission issued these orders under Section 6(b) of the FTC Act, which authorizes the Commission to conduct wide-ranging studies that do not have a specific law enforcement purpose. The orders will help the FTC deepen its understanding of large technology firms’ acquisition activity, including how these firms report their transactions to the federal antitrust agencies, and whether large tech companies are making potentially anticompetitive acquisitions of nascent or potential competitors that fall below HSR filing thresholds and therefore do not need to be reported to the antitrust agencies.

“Digital technology companies are a big part of the economy and our daily lives,” said FTC Chairman Joe Simons. “This initiative will enable the Commission to take a closer look at acquisitions in this important sector, and also to evaluate whether the federal agencies are getting adequate notice of transactions that might harm competition. This will help us continue to keep tech markets open and competitive, for the benefit of consumers.”

The Special Orders require each recipient to identify acquisitions that were not reported to the FTC and the U.S. Department of Justice under the HSR Act, and to provide information similar to that requested on the HSR notification and report form. The orders also require companies to provide information and documents on their corporate acquisition strategies, voting and board appointment agreements, agreements to hire key personnel from other companies, and post-employment covenants not to compete. Last, the orders ask for information related to post-acquisition product development and pricing, including whether and how acquired assets were integrated and how acquired data has been treated.

The Commission plans to use the information obtained in this study to examine trends in acquisitions and the structure of deals, including whether acquisitions not subject to HSR notification might have raised competitive concerns, and the nature and extent of other agreements that may restrict competition. The Commission also seeks to learn more about how small firms perform after they are acquired by large technology firms. These and related issues were discussed during several sessions of the FTC’s 2018 Hearings on Competition and Consumer Protection in the 21st Century, and this study is part of the follow-up from those Hearings.

The FTC has a statutory right under the HSR Act to review acquisitions and mergers over a certain size before they are consummated, and the study will help the Commission consider whether additional transactions should be subject to premerger notification requirements. The orders will also contribute broadly to the FTC’s understanding of technology markets, and thereby support the FTC’s program of vigorous and effective enforcement to promote competition and protect consumers in digital markets.

The Commission vote to approve issuing the Special Orders was 5-0. Commissioners Christine S. Wilson and Rohit Chopra issued a joint statement.

The Federal Trade Commission develops policy initiatives on issues that affect competition, consumers, and the U.S. economy. Like the FTC on Facebook, follow us on Twitter, read our blogs, and subscribe to press releases for the latest FTC news and resources.

@scleland: Buying WhatsApp Tipped Facebook to Monopoly; Why Didn’t FTC Probe Purchase?

Anyone concerned with the anticompetitive state of digital advertising, and how to fix it, should focus like a laser on the circumstances surrounding the 2014 FTC’s pass on formally investigating if the Facebook-WhatsApp acquisition would “substantially lessen competition” under the Clayton Antitrust Act.

That obvious FTC mistake in hindsight, triggered a winner-take-all domino effect that not only tipped Facebook to a social advertising monopoly, but also tipped the overall digital advertising market to the anticompetitive digital advertising cartel that evidently predominates today.

Read the post on the Precursor blog

FTC Watch Day 2: Texas Car Dealers to Pay $85,000 Civil Penalty, No Action on Google Advertising Fraud

Yep, the FTC is all over those Texas Car Dealers, but still no action on duped advertisers on YouTube.  We just can’t imagine why that is.

Here’s what the always vigilant Obama FTC caught the car dealers doing down in Texas:

According to the FTC, New World Auto Imports Inc., New World Auto Imports of Rockwall Inc. and Hampton Two Auto Corporation concealed sale and lease terms that added significant costs or limited who could qualify for vehicles at advertised prices, in violation of a 2014 order.

In a TV ad, for example, the dealers offered two cars for “under $200 per month,” but in fine print that appeared for two seconds, disclosed that the offer applied only to leases, not sales, and required a $1,999 payment at lease signing. One dealer mailed ads claiming a new car could be purchased for $179 per month, but in print too small to read without magnification, disclosed that $1,999 would be due up front, along with tax, title and license fees, and that $8,271 would be due at the end of a 38-month financing term.

The FTC’s complaint also cited a TV ad targeted at people with major credit problems, such as repossessions or foreclosures. The ad touted vehicles for $250 per month, but in fine print disclosed that the offer was based on a 4.25 annual percentage rate that few, if any, consumers with such major credit issues could obtain. In addition, the FTC alleged that the dealers advertised credit and lease terms without clearly and conspicuously disclosing information required by federal law, and failed to keep records required by the 2014 order.

Just shocking, right?  But it appears that duping advertisers on YouTube…like, oh, the President of the United States…is OK.

campaign-admazda-ad-on-terror-video-close-up

And then there’s Mazda’s ads that monetized videos of Anwar Al Awaki preaching whatever it is he preached.

Pales by comparison to the important work that the FTC is doing ferreting out those Texas car dealers.

We guess the FTC’s lawyers–the Google Justice Department–were too busy screwing songwriters on behalf of the MIC Coalition.

Read the press release–yes, that’s right, the FTC press release–on FTC.gov

@scleland: What EU-Google Advertising Antitrust Charges Mean for the Obama Federal Trade Commission

Like their colleagues at the Department of Justice, the Federal Trade Commission has spectacularly ignored Google’s violations of law demonstrating Google’s whole-of-government capture.

Of the three EU antitrust cases against Google (search bias in shoppingAndroid tying, and soon search-advertising-tying), the expected new search-advertising case — which focuses on how Google has long contractually required websites to use Google’s search advertising if they use Google search — could be the hardest EU-Google antitrust case for the FTC to ignore, for the reasons below.

Summary of Why It’s Hard for FTC to Ignore the EU Search-Advertising Antitrust Case:

1. The FTC has been following the EU’s antitrust lead.

2. The FTC’s Google 2012 staff report agrees with the EU’s conclusion on search advertising.

3. The DOJ threatened a 2008 monopolization case over Google’s search advertising syndication.

4. The FTC approved two Google advertising acquisitions that substantially lessened competition.

5. The FTC fined Google a record amount in 2012 for a serious deceptive advertising offense.

6. This EU advertising case is based on strong contractual evidence. 

Read the post on The Precursor Blog.