Fidelity National Financial, Inc.; Analysis of the Agreement Containing Consent Order to Aid Public Comment, 42749-42752 [2010-17978]
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Federal Register / Vol. 75, No. 140 / Thursday, July 22, 2010 / Notices
This form may be found on EPA’s Web
site at https://www.epa.gov/ozone/
record/downloads/
EssentialUse_ClassI.doc. EPA will then
compile each company’s responses and
complete the U.S Accounting
Framework for Essential Uses for
submission to the Parties to the
Montreal Protocol by the end of January
2011. EPA may also request additional
information from companies to support
the U.S. nomination using its
information gathering authority under
section 114 of the Act.
EPA anticipates that the Parties’
review of MDI essential use requests
will focus extensively on the United
States’ progress in phasing out CFC
MDIs, including education programs to
inform patients and health care
providers of the CFC phaseout and the
transition to alternatives. Accordingly,
applicants are strongly advised to
present detailed information on these
educational programs, including the
scope and cost of such efforts and the
medical and patient organizations
involved in the work. In addition, EPA
expects that Parties will be interested in
research and development activities
being undertaken by MDI manufacturers
to develop and transition to alternative
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Applicants should submit their
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The Office of Management and Budget
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Dated: July 14, 2010.
Jackie Krieger,
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Programs.
bank holding company and all of the
banks and nonbanking companies
owned by the bank holding company,
including the companies listed below.
The applications listed below, as well
as other related filings required by the
Board, are available for immediate
inspection at the Federal Reserve Bank
indicated. The applications also will be
available for inspection at the offices of
the Board of Governors. Interested
persons may express their views in
writing on the standards enumerated in
the BHC Act (12 U.S.C. 1842(c)). If the
proposal also involves the acquisition of
a nonbanking company, the review also
includes whether the acquisition of the
nonbanking company complies with the
standards in section 4 of the BHC Act
(12 U.S.C. 1843). Unless otherwise
noted, nonbanking activities will be
conducted throughout the United States.
Additional information on all bank
holding companies may be obtained
from the National Information Center
website at www.ffiec.gov/nic/.
Unless otherwise noted, comments
regarding each of these applications
must be received at the Reserve Bank
indicated or the offices of the Board of
Governors not later than August 16,
2010.
A. Federal Reserve Bank of Chicago
(Colette A. Fried, Assistant Vice
President) 230 South LaSalle Street,
Chicago, Illinois 60690-1414:
1. C-B-G, Inc., West Liberty, Iowa, to
acquire additional shares for a total of
up to 50.01 percent, of Washington
Bancorp, Washington, Iowa, and thereby
acquire shares of Federation Bank,
Washington, Iowa.
Board of Governors of the Federal Reserve
System, July 19, 2010.
Robert deV. Frierson,
Deputy Secretary of the Board.
[FR Doc. 2010–17900 Filed 7–21–10; 8:45 am]
BILLING CODE 6210–01–S
[FR Doc. 2010–17964 Filed 7–21–10; 8:45 am]
FEDERAL TRADE COMMISSION
BILLING CODE 6560–50–P
[File No. 091 0032]
FEDERAL RESERVE SYSTEM
sroberts on DSKD5P82C1PROD with NOTICES
Formations of, Acquisitions by, and
Mergers of Bank Holding Companies
The companies listed in this notice
have applied to the Board for approval,
pursuant to the Bank Holding Company
Act of 1956 (12 U.S.C. 1841 et seq.)
(BHC Act), Regulation Y (12 CFR Part
225), and all other applicable statutes
and regulations to become a bank
holding company and/or to acquire the
assets or the ownership of, control of, or
the power to vote shares of a bank or
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Fidelity National Financial, Inc.;
Analysis of the Agreement Containing
Consent Order to Aid Public Comment
Federal Trade Commission.
Proposed Consent Agreement.
AGENCY:
ACTION:
The consent agreement in this
matter settles alleged violations of
federal law prohibiting unfair or
deceptive acts or practices or unfair
methods of competition. The attached
Analysis to Aid Public Comment
describes both the allegations in the
draft complaint and the terms of the
SUMMARY:
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42749
consent order — embodied in the
consent agreement — that would settle
these allegations.
DATES: Comments must be received on
or before August 16, 2010.
ADDRESSES: Interested parties are
invited to submit written comments
electronically or in paper form.
Comments should refer to ‘‘Fidelity
National Financial, File No. 091 0032’’
to facilitate the organization of
comments. Please note that your
comment — including your name and
your state — will be placed on the
public record of this proceeding,
including on the publicly accessible
FTC website, at (https://www.ftc.gov/os/
publiccomments.shtm).
Because comments will be made
public, they should not include any
sensitive personal information, such as
an individual’s Social Security Number;
date of birth; driver’s license number or
other state identification number, or
foreign country equivalent; passport
number; financial account number; or
credit or debit card number. Comments
also should not include any sensitive
health information, such as medical
records or other individually
identifiable health information. In
addition, comments should not include
any ‘‘[t]rade secret or any commercial or
financial information which is obtained
from any person and which is privileged
or confidential. . . .,’’ as provided in
Section 6(f) of the FTC Act, 15 U.S.C.
46(f), and Commission Rule 4.10(a)(2),
16 CFR 4.10(a)(2). Comments containing
material for which confidential
treatment is requested must be filed in
paper form, must be clearly labeled
‘‘Confidential,’’ and must comply with
FTC Rule 4.9(c), 16 CFR 4.9(c).1
Because paper mail addressed to the
FTC is subject to delay due to
heightened security screening, please
consider submitting your comments in
electronic form. Comments filed in
electronic form should be submitted by
using the following weblink: (https://
public.commentworks.com/ftc/
fidelitynationalfinancial) and following
the instructions on the web-based form.
To ensure that the Commission
considers an electronic comment, you
must file it on the web-based form at the
weblink: (https://
public.commentworks.com/ftc/
fidelitynationalfinancial). If this Notice
1 The comment must be accompanied by an
explicit request for confidential treatment,
including the factual and legal basis for the request,
and must identify the specific portions of the
comment to be withheld from the public record.
The request will be granted or denied by the
Commission’s General Counsel, consistent with
applicable law and the public interest. See FTC
Rule 4.9(c), 16 CFR 4.9(c).
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42750
Federal Register / Vol. 75, No. 140 / Thursday, July 22, 2010 / Notices
appears at (https://www.regulations.gov/
search/index.jsp), you may also file an
electronic comment through that
website. The Commission will consider
all comments that regulations.gov
forwards to it. You may also visit the
FTC website at (https://www.ftc.gov/) to
read the Notice and the news release
describing it.
A comment filed in paper form
should include the ‘‘Fidelity National
Financial, File No. 091 0032’’ reference
both in the text and on the envelope,
and should be mailed or delivered to the
following address: Federal Trade
Commission, Office of the Secretary,
Room H-135 (Annex D), 600
Pennsylvania Avenue, NW, Washington,
DC 20580. The FTC is requesting that
any comment filed in paper form be sent
by courier or overnight service, if
possible, because U.S. postal mail in the
Washington area and at the Commission
is subject to delay due to heightened
security precautions.
The Federal Trade Commission Act
(‘‘FTC Act’’) and other laws the
Commission administers permit the
collection of public comments to
consider and use in this proceeding as
appropriate. The Commission will
consider all timely and responsive
public comments that it receives,
whether filed in paper or electronic
form. Comments received will be
available to the public on the FTC
website, to the extent practicable, at
(https://www.ftc.gov/os/
publiccomments.shtm). As a matter of
discretion, the Commission makes every
effort to remove home contact
information for individuals from the
public comments it receives before
placing those comments on the FTC
website. More information, including
routine uses permitted by the Privacy
Act, may be found in the FTC’s privacy
policy, at (https://www.ftc.gov/ftc/
privacy.shtm).
FOR FURTHER INFORMATION CONTACT:
Joseph Lipinsky (206-220-4473), FTC
Northwest Regional Office, FTC, 600
Pennsylvania Avenue, NW, Washington,
D.C. 20580.
SUPPLEMENTARY INFORMATION: Pursuant
to section 6(f) of the Federal Trade
Commission Act, 38 Stat. 721, 15 U.S.C.
46(f), and § 2.34 the Commission Rules
of Practice, 16 CFR 2.34, notice is
hereby given that the above-captioned
consent agreement containing a consent
order to cease and desist, having been
filed with and accepted, subject to final
approval, by the Commission, has been
placed on the public record for a period
of thirty (30) days. The following
Analysis to Aid Public Comment
describes the terms of the consent
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agreement, and the allegations in the
complaint. An electronic copy of the
full text of the consent agreement
package can be obtained from the FTC
Home Page (for July 16, 2010), on the
World Wide Web, at (https://
www.ftc.gov/os/actions.shtm). A paper
copy can be obtained from the FTC
Public Reference Room, Room 130-H,
600 Pennsylvania Avenue, NW,
Washington, D.C. 20580, either in
person or by calling (202) 326-2222.
Public comments are invited, and may
be filed with the Commission in either
paper or electronic form. All comments
should be filed as prescribed in the
ADDRESSES section above, and must be
received on or before the date specified
in the DATES section.
Analysis of Agreement Containing
Consent Order to Aid Public Comment
I. Introduction
The Federal Trade Commission
(‘‘Commission’’ or ‘‘FTC’’) has accepted,
subject to final approval, an Agreement
Containing Consent Order (‘‘Consent
Agreement’’) from Fidelity National
Financial, Inc. (‘‘Fidelity’’). Fidelity
purchased three title insurance
subsidiaries from LandAmerica
Financial, Inc. (‘‘LandAmerica’’). The
subsidiaries were Commonwealth Land
Title Insurance Company
(‘‘Commonwealth’’), Lawyers Title
Insurance Company (‘‘Lawyers’’), and
United Capital Title Insurance Company
(‘‘United’’). Fidelity’s acquisition of
Commonwealth and Lawyers created
likely anticompetitive effects that the
proposed Consent Agreement resolves.
Under the terms of the proposed
Consent Agreement, Fidelity is required,
among other things, to divest one share
of its ownership interest in a joint title
plant serving the Portland, Oregon,
metropolitan area, and divest a copy of
its title data serving Benton, Jackson,
Linn, and Marion Counties, in Oregon.
Additionally, Fidelity will sell a copy of
title data that LandAmerica had
provided to a third party, Data Trace, to
a pre-approved purchaser to remedy the
competitive concern in three counties in
the Detroit, Michigan, metropolitan
area.
The proposed Consent Agreement has
been placed on the public record for
thirty (30) days for receipt of comments
by interested persons. Comments
received during this period will become
part of the public record. After thirty
(30) days, the Commission will again
review the proposed Consent
Agreement, and will decide whether it
should withdraw from the proposed
Consent Agreement, modify it, or make
it final.
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On November 25, 2008, Fidelity and
LandAmerica entered into an
acquisition agreement under which
Fidelity acquired LandAmerica’s title
insurance subsidiaries for an amount
valued, at the time of entering into the
acquisition agreement, at approximately
$258 million (‘‘Acquisition’’). The
Commission’s Complaint alleges that
Fidelity’s acquisition violates Section 7
of the Clayton Act, as amended, 15
U.S.C. § 18, and Section 5 of the Federal
Trade Commission Act, as amended, 15
U.S.C. § 45, by eliminating an actual,
direct, and substantial competitor from
certain local markets in the United
States.
II. Description of the Parties and the
Acquisition
Fidelity, a publicly traded company,
is based in Jacksonville, Florida. Its title
insurance services facilitate the
purchase, sale, transfer, and finance of
residential and commercial real estate.
Fidelity provides title insurance to
residential and commercial property
buyers and sellers, real estate agents and
brokers, developers, attorneys, mortgage
brokers and lenders, and title insurance
agents through its subsidiaries, Fidelity
National Title Company, Title Insurance
Company, Ticor Title Insurance
Company, Commonwealth, and
Lawyers.
LandAmerica was a publicly traded
company based in Glen Allen, Virginia,
that operated through wholly owned
subsidiaries. LandAmerica generated
the majority of its income from its title
insurance subsidiaries, Commonwealth
and Lawyers.
On Tuesday, December 16, 2008, the
United States Bankruptcy Court for the
Eastern District of Virginia held a
hearing on LandAmerica’s motion to
sell its subsidiaries to Fidelity. The
bankruptcy court took testimony from
LandAmerica, Fidelity, the unsecured
creditors committee, the secured
creditors committee, and the FTC. The
court found that Fidelity’s purchase of
the LandAmerica title insurance
subsidiaries was in the best interest of
the estate, and approved the sale of the
subsidiaries to Fidelity.
III. Title Information Services
Title insurance companies insure
clients against the risk that clear title is
not transferred during the sale of
property. Risks include failure to detect
defective deeds or to discover liens,
adverse court judgments, or
encumbrances created by other security
interests. In order to conduct title
searches in a timely fashion, title
insurers need access to the most
accurate, up-to-date, and conveniently
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Federal Register / Vol. 75, No. 140 / Thursday, July 22, 2010 / Notices
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arranged title information. That
information is found, among other
places, in title plants, which are private
collections of historic and current
information about the status of title to
real property. Because title information
is essential to conducting a title search,
ownership of, or access to, a title plant
is a title insurer’s primary competitive
asset.
IV. The Complaint
The Commission’s Complaint alleges
that Fidelity’s acquisition of
LandAmerica’s title insurance
subsidiaries may substantially lessen
competition in the provision of title
information services in several counties
in Oregon, and three counties making
up the Detroit, Michigan, metropolitan
area, in violation of Section 7 of the
Clayton Act, as amended, 15 U.S.C. § 18,
and Section 5 of the Federal Trade
Commission Act, as amended, 15 U.S.C.
§ 45.
The Complaint alleges that the
relevant product market in which to
analyze the effects of the acquisition is
the provision of title information
services. ‘‘Title information services’’
means access to selected information
contained in a title plant that is used to
determine ownership of, and interests
in, real property in connection with the
underwriting and issuance of title
insurance policies.
The Complaint also alleges that the
relevant geographic markets are local in
nature. Title information is generated
and collected on a county level and,
because of the highly local character of
the real estate markets in which the title
information services are used,
geographic markets for title information
services are highly localized and consist
of the county or other local jurisdiction
embraced by the real property
information contained in the title plant.
The three geographic areas of concern
outlined in the Complaint are: (1) the
tri-county Portland, Oregon,
metropolitan area consisting of
Clackamas, Multnomah, and
Washington Counties; (2) Benton,
Jackson, Linn, and Marion Counties, in
Oregon; and (3) the tri-county Detroit,
Michigan, metropolitan area consisting
of Oakland, Macomb, and Wayne
Counties.
In the Portland, Oregon, metropolitan
area, the acquisition of LandAmerica’s
subsidiaries vested Fidelity with a
controlling interest in the sole title plant
providing title insurance information
services. Absent the proposed relief
regarding the title plant serving the
Portland metropolitan area, Fidelity’s
acquisition of LandAmerica’s
subsidiaries increases the risk that
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Fidelity would unilaterally restrict or
withhold access to title information,
thus eliminating the potential for a new
title insurance company to enter.
In Benton, Jackson, Linn, and Marion
Counties in Oregon, the acquisition of
LandAmerica’s subsidiaries reduced the
number of independent title plants
providing title information services in
these counties from four to three.
Absent the proposed relief in these
counties, Fidelity’s acquisition would
increase the risk of collusion among the
remaining market participants to restrict
or withhold access to title information,
thus eliminating the potential for a new
title insurance company to enter.
In three counties in the Detroit,
Michigan, metropolitan area, Fidelity’s
purchase of LandAmerica’s subsidiaries
may give Fidelity the power to affect the
competitive significance of Data Trace,
an independent title information
services provider. Data Trace, in which
LandAmerica once had an ownership
interest, is a provider of title plant
information services in the Detroit
metropolitan area.
Based on the facts above, the
Complaint alleges that Fidelity’s
acquisition of LandAmerica’s
subsidiaries could eliminate actual,
direct, and substantial competition
between Fidelity and LandAmerica’s
subsidiaries in the relevant markets;
increase Fidelity’s ability to unilaterally
exercise market power in the Detroit
and Portland metropolitan areas; and
substantially increase the level of
concentration and enhance the
probability of coordination in Benton,
Jackson, Linn, and Marion Counties, in
Oregon.
As stated in the Complaint, entry
would not be timely, likely, or sufficient
to deter or counteract the
anticompetitive effects of this
acquisition. There are relatively long
time frames and large capital expenses
associated with building and
maintaining title plants. Among other
things, intensive time and labor are
required in each local jurisdiction to
develop effective data collection
technology and to compile historical
data.
V. The Terms of the Consent Agreement
The proposed Consent Agreement
will remedy the Commission’s
competitive concerns resulting from
Fidelity’s acquisition in each of the
relevant markets discussed above.
Pursuant to the proposed Consent
Agreement, Fidelity will divest one
share of its ownership interest in a joint
title plant that serves the Portland,
Oregon, metropolitan area to Northwest
Title. This will remedy the competitive
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42751
harm in that local market by ensuring
that Fidelity no longer owns a majority
of the only joint title plant serving that
market. The proposed Consent
Agreement also requires Fidelity to
divest a copy of each of the title plants
serving Benton, Jackson, Linn, and
Marion Counties, in Oregon to
Northwest Title. The sale of the title
plants in Benton, Jackson, Linn, and
Marion counties will eliminate the
competitive harm that otherwise would
have resulted in those markets by
restoring the number of independent
title plant owners within each county to
the pre-acquisition level.
Northwest Title is a privately-held
company that is part of a family of six
companies involved in real estate.
Although the company will be a new
entrant in the relevant markets, it does
have experience in the title insurance
business, and has pre-existing
relationships with entities and
individuals in the real estate market,
mortgage banking industry, and related
businesses. Moreover, Northwest Title is
financially viable and is positioned to
quickly achieve the remedial purposes
of the proposed Consent Agreement.
Additionally, pursuant to the
proposed Consent Agreement, Fidelity
will sell a copy of the title data that
LandAmerica’s subsidiaries had
provided to Data Trace to a preapproved purchaser, for the three
counties making up the Detroit,
Michigan, metropolitan area.
Finally, the proposed Consent
Agreement requires Fidelity to provide
the Commission with prior written
notice before acquiring fifty (50) percent
or more of any joint title plant in the
following states: California, Colorado,
Nevada, New Mexico, Oregon, and
Texas. In all of these states, Fidelity’s
acquisition of LandAmerica’s
subsidiaries increased Fidelity’s
ownership interest in joint title plants.
Without this prior notification
provision, in the future Fidelity could
gain a controlling interest in joint plants
serving these states without the FTC’s
knowledge.
VI. Opportunity for Public Comment
The Consent Agreement has been
placed on the public record for thirty
(30) days for receipt of comments by
interested persons. Comments received
during this period will become part of
the public record. After thirty (30) days,
the Commission will review the Consent
Agreement again and the comments
received and will decide whether it
should withdraw from the Consent
Agreement, modify it, or make it final.
By accepting the Consent Agreement
subject to final approval, the
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Federal Register / Vol. 75, No. 140 / Thursday, July 22, 2010 / Notices
Commission anticipates that the
competitive problems alleged in the
Complaint will be resolved. The
purpose of this analysis is to inform and
invite public comment on the Consent
Agreement, including the proposed
divestitures, and to aid the Commission
in its determination of whether to make
the Consent Agreement final. This
analysis is not intended to constitute an
official interpretation of the Consent
Agreement, nor is it intended to modify
the terms of the Consent Agreement in
any way.
By direction of the Commission.
Donald S. Clark
Secretary.
[FR Doc. 2010–17978 Filed 7–21–10: 7:20 am]
BILLING CODE 6750–01–S
FEDERAL TRADE COMMISSION
[File No. 092 3087]
Nestle’ HealthCare Nutrition, Inc.;
Analysis of Proposed Consent Order
to Aid Public Comment
Federal Trade Commission.
Proposed Consent Agreement.
AGENCY:
ACTION:
The consent agreement in this
matter settles alleged violations of
federal law prohibiting unfair or
deceptive acts or practices or unfair
methods of competition. The attached
Analysis to Aid Public Comment
describes both the allegations in the
draft complaint and the terms of the
consent order—embodied in the consent
agreement—that would settle these
allegations.
DATES: Comments must be received on
or before August 16, 2010.
ADDRESSES: Interested parties are
invited to submit written comments
electronically or in paper form.
Comments should refer to ‘‘Nestle, File
No. 092 3087’’ to facilitate the
organization of comments. Please note
that your comment—including your
name and your state—will be placed on
the public record of this proceeding,
including on the publicly accessible
FTC website, at (https://www.ftc.gov/os/
publiccomments.shtm).
Because comments will be made
public, they should not include any
sensitive personal information, such as
an individual’s Social Security Number;
date of birth; driver’;s license number or
other state identification number, or
foreign country equivalent; passport
number; financial account number; or
credit or debit card number. Comments
also should not include any sensitive
health information, such as medical
records or other individually
sroberts on DSKD5P82C1PROD with NOTICES
SUMMARY:
VerDate Mar<15>2010
18:46 Jul 21, 2010
Jkt 220001
identifiable health information. In
addition, comments should not include
any ‘‘[t]rade secret or any commercial or
financial information which is obtained
from any person and which is privileged
or confidential. . . .,’’ as provided in
Section 6(f) of the FTC Act, 15 U.S.C.
46(f), and Commission Rule 4.10(a)(2),
16 CFR 4.10(a)(2). Comments containing
material for which confidential
treatment is requested must be filed in
paper form, must be clearly labeled
‘‘Confidential,’’ and must comply with
FTC Rule 4.9(c), 16 CFR 4.9(c).1
Because paper mail addressed to the
FTC is subject to delay due to
heightened security screening, please
consider submitting your comments in
electronic form. Comments filed in
electronic form should be submitted by
using the following weblink: (https://
ftcpublic.commentworks.com/nestle)
and following the instructions on the
web-based form. To ensure that the
Commission considers an electronic
comment, you must file it on the webbased form at the weblink: (https://
ftcpublic.commentworks.com/nestle). If
this Notice appears at (https://
www.regulations.gov/search/index.jsp),
you may also file an electronic comment
through that website. The Commission
will consider all comments that
regulations.gov forwards to it. You may
also visit the FTC website at (https://
www.ftc.gov/) to read the Notice and the
news release describing it.
A comment filed in paper form
should include the ‘‘Nestle, File No. 092
3087’’ reference both in the text and on
the envelope, and should be mailed or
delivered to the following address:
Federal Trade Commission, Office of the
Secretary, Room H–135 (Annex D), 600
Pennsylvania Avenue, NW, Washington,
DC 20580. The FTC is requesting that
any comment filed in paper form be sent
by courier or overnight service, if
possible, because U.S. postal mail in the
Washington area and at the Commission
is subject to delay due to heightened
security precautions.
The Federal Trade Commission Act
(‘‘FTC Act’’) and other laws the
Commission administers permit the
collection of public comments to
consider and use in this proceeding as
appropriate. The Commission will
consider all timely and responsive
public comments that it receives,
1 The comment must be accompanied by an
explicit request for confidential treatment,
including the factual and legal basis for the request,
and must identify the specific portions of the
comment to be withheld from the public record.
The request will be granted or denied by the
Commission’s General Counsel, consistent with
applicable law and the public interest. See FTC
Rule 4.9(c), 16 CFR 4.9(c).
PO 00000
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Fmt 4703
Sfmt 4703
whether filed in paper or electronic
form. Comments received will be
available to the public on the FTC
website, to the extent practicable, at
(https://www.ftc.gov/os/
publiccomments.shtm). As a matter of
discretion, the Commission makes every
effort to remove home contact
information for individuals from the
public comments it receives before
placing those comments on the FTC
website. More information, including
routine uses permitted by the Privacy
Act, may be found in the FTC’s privacy
policy, at (https://www.ftc.gov/ftc/
privacy.shtm).
FOR FURTHER INFORMATION CONTACT:
Karen Mandel (202–326–2491), Bureau
of Consumer Protection, 600
Pennsylvania Avenue, NW, Washington,
D.C. 20580.
SUPPLEMENTARY INFORMATION: Pursuant
to section 6(f) of the Federal Trade
Commission Act, 38 Stat. 721, 15 U.S.C.
46(f), and § 2.34 the Commission Rules
of Practice, 16 CFR 2.34, notice is
hereby given that the above-captioned
consent agreement containing a consent
order to cease and desist, having been
filed with and accepted, subject to final
approval, by the Commission, has been
placed on the public record for a period
of thirty (30) days. The following
Analysis to Aid Public Comment
describes the terms of the consent
agreement, and the allegations in the
complaint. An electronic copy of the
full text of the consent agreement
package can be obtained from the FTC
Home Page (for July 14, 2010), on the
World Wide Web, at (https://
www.ftc.gov/os/actions.shtm). A paper
copy can be obtained from the FTC
Public Reference Room, Room 130–H,
600 Pennsylvania Avenue, NW,
Washington, D.C. 20580, either in
person or by calling (202) 326–2222.
Public comments are invited, and may
be filed with the Commission in either
paper or electronic form. All comments
should be filed as prescribed in the
ADDRESSES section above, and must be
received on or before the date specified
in the DATES section.
Analysis of Agreement Containing
Consent Order to Aid Public Comment
The Federal Trade Commission
(‘‘FTC’’ or ‘‘Commission’’) has accepted,
subject to final approval, an agreement
containing a consent order from Nestle;
HealthCare Nutrition, Inc.
(‘‘respondent’’). The proposed consent
order has been placed on the public
record for thirty (30) days for receipt of
comments by interested persons.
Comments received during this period
will become part of the public record.
E:\FR\FM\22JYN1.SGM
22JYN1
]]>Agencies
[Federal Register Volume 75, Number 140 (Thursday, July 22, 2010)]
[Notices]
[Pages 42749-42752]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-17978]
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FEDERAL TRADE COMMISSION
[File No. 091 0032]
Fidelity National Financial, Inc.; Analysis of the Agreement
Containing Consent Order to Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed Consent Agreement.
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SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting unfair or deceptive acts or
practices or unfair methods of competition. The attached Analysis to
Aid Public Comment describes both the allegations in the draft
complaint and the terms of the consent order -- embodied in the consent
agreement -- that would settle these allegations.
DATES: Comments must be received on or before August 16, 2010.
ADDRESSES: Interested parties are invited to submit written comments
electronically or in paper form. Comments should refer to ``Fidelity
National Financial, File No. 091 0032'' to facilitate the organization
of comments. Please note that your comment -- including your name and
your state -- will be placed on the public record of this proceeding,
including on the publicly accessible FTC website, at (https://www.ftc.gov/os/publiccomments.shtm).
Because comments will be made public, they should not include any
sensitive personal information, such as an individual's Social Security
Number; date of birth; driver's license number or other state
identification number, or foreign country equivalent; passport number;
financial account number; or credit or debit card number. Comments also
should not include any sensitive health information, such as medical
records or other individually identifiable health information. In
addition, comments should not include any ``[t]rade secret or any
commercial or financial information which is obtained from any person
and which is privileged or confidential. . . .,'' as provided in
Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and Commission Rule
4.10(a)(2), 16 CFR 4.10(a)(2). Comments containing material for which
confidential treatment is requested must be filed in paper form, must
be clearly labeled ``Confidential,'' and must comply with FTC Rule
4.9(c), 16 CFR 4.9(c).\1\
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\1\ The comment must be accompanied by an explicit request for
confidential treatment, including the factual and legal basis for
the request, and must identify the specific portions of the comment
to be withheld from the public record. The request will be granted
or denied by the Commission's General Counsel, consistent with
applicable law and the public interest. See FTC Rule 4.9(c), 16 CFR
4.9(c).
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Because paper mail addressed to the FTC is subject to delay due to
heightened security screening, please consider submitting your comments
in electronic form. Comments filed in electronic form should be
submitted by using the following weblink: (https://public.commentworks.com/ftc/fidelitynationalfinancial) and following
the instructions on the web-based form. To ensure that the Commission
considers an electronic comment, you must file it on the web-based form
at the weblink: (https://public.commentworks.com/ftc/fidelitynationalfinancial). If this Notice
[[Page 42750]]
appears at (https://www.regulations.gov/search/index.jsp), you may also
file an electronic comment through that website. The Commission will
consider all comments that regulations.gov forwards to it. You may also
visit the FTC website at (https://www.ftc.gov/) to read the Notice and
the news release describing it.
A comment filed in paper form should include the ``Fidelity
National Financial, File No. 091 0032'' reference both in the text and
on the envelope, and should be mailed or delivered to the following
address: Federal Trade Commission, Office of the Secretary, Room H-135
(Annex D), 600 Pennsylvania Avenue, NW, Washington, DC 20580. The FTC
is requesting that any comment filed in paper form be sent by courier
or overnight service, if possible, because U.S. postal mail in the
Washington area and at the Commission is subject to delay due to
heightened security precautions.
The Federal Trade Commission Act (``FTC Act'') and other laws the
Commission administers permit the collection of public comments to
consider and use in this proceeding as appropriate. The Commission will
consider all timely and responsive public comments that it receives,
whether filed in paper or electronic form. Comments received will be
available to the public on the FTC website, to the extent practicable,
at (https://www.ftc.gov/os/publiccomments.shtm). As a matter of
discretion, the Commission makes every effort to remove home contact
information for individuals from the public comments it receives before
placing those comments on the FTC website. More information, including
routine uses permitted by the Privacy Act, may be found in the FTC's
privacy policy, at (https://www.ftc.gov/ftc/privacy.shtm).
FOR FURTHER INFORMATION CONTACT: Joseph Lipinsky (206-220-4473), FTC
Northwest Regional Office, FTC, 600 Pennsylvania Avenue, NW,
Washington, D.C. 20580.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and Sec. 2.34 the
Commission Rules of Practice, 16 CFR 2.34, notice is hereby given that
the above-captioned consent agreement containing a consent order to
cease and desist, having been filed with and accepted, subject to final
approval, by the Commission, has been placed on the public record for a
period of thirty (30) days. The following Analysis to Aid Public
Comment describes the terms of the consent agreement, and the
allegations in the complaint. An electronic copy of the full text of
the consent agreement package can be obtained from the FTC Home Page
(for July 16, 2010), on the World Wide Web, at (https://www.ftc.gov/os/actions.shtm). A paper copy can be obtained from the FTC Public
Reference Room, Room 130-H, 600 Pennsylvania Avenue, NW, Washington,
D.C. 20580, either in person or by calling (202) 326-2222.
Public comments are invited, and may be filed with the Commission
in either paper or electronic form. All comments should be filed as
prescribed in the ADDRESSES section above, and must be received on or
before the date specified in the DATES section.
Analysis of Agreement Containing Consent Order to Aid Public Comment
I. Introduction
The Federal Trade Commission (``Commission'' or ``FTC'') has
accepted, subject to final approval, an Agreement Containing Consent
Order (``Consent Agreement'') from Fidelity National Financial, Inc.
(``Fidelity''). Fidelity purchased three title insurance subsidiaries
from LandAmerica Financial, Inc. (``LandAmerica''). The subsidiaries
were Commonwealth Land Title Insurance Company (``Commonwealth''),
Lawyers Title Insurance Company (``Lawyers''), and United Capital Title
Insurance Company (``United''). Fidelity's acquisition of Commonwealth
and Lawyers created likely anticompetitive effects that the proposed
Consent Agreement resolves. Under the terms of the proposed Consent
Agreement, Fidelity is required, among other things, to divest one
share of its ownership interest in a joint title plant serving the
Portland, Oregon, metropolitan area, and divest a copy of its title
data serving Benton, Jackson, Linn, and Marion Counties, in Oregon.
Additionally, Fidelity will sell a copy of title data that LandAmerica
had provided to a third party, Data Trace, to a pre-approved purchaser
to remedy the competitive concern in three counties in the Detroit,
Michigan, metropolitan area.
The proposed Consent Agreement has been placed on the public record
for thirty (30) days for receipt of comments by interested persons.
Comments received during this period will become part of the public
record. After thirty (30) days, the Commission will again review the
proposed Consent Agreement, and will decide whether it should withdraw
from the proposed Consent Agreement, modify it, or make it final.
On November 25, 2008, Fidelity and LandAmerica entered into an
acquisition agreement under which Fidelity acquired LandAmerica's title
insurance subsidiaries for an amount valued, at the time of entering
into the acquisition agreement, at approximately $258 million
(``Acquisition''). The Commission's Complaint alleges that Fidelity's
acquisition violates Section 7 of the Clayton Act, as amended, 15
U.S.C. Sec. 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. Sec. 45, by eliminating an actual, direct, and
substantial competitor from certain local markets in the United States.
II. Description of the Parties and the Acquisition
Fidelity, a publicly traded company, is based in Jacksonville,
Florida. Its title insurance services facilitate the purchase, sale,
transfer, and finance of residential and commercial real estate.
Fidelity provides title insurance to residential and commercial
property buyers and sellers, real estate agents and brokers,
developers, attorneys, mortgage brokers and lenders, and title
insurance agents through its subsidiaries, Fidelity National Title
Company, Title Insurance Company, Ticor Title Insurance Company,
Commonwealth, and Lawyers.
LandAmerica was a publicly traded company based in Glen Allen,
Virginia, that operated through wholly owned subsidiaries. LandAmerica
generated the majority of its income from its title insurance
subsidiaries, Commonwealth and Lawyers.
On Tuesday, December 16, 2008, the United States Bankruptcy Court
for the Eastern District of Virginia held a hearing on LandAmerica's
motion to sell its subsidiaries to Fidelity. The bankruptcy court took
testimony from LandAmerica, Fidelity, the unsecured creditors
committee, the secured creditors committee, and the FTC. The court
found that Fidelity's purchase of the LandAmerica title insurance
subsidiaries was in the best interest of the estate, and approved the
sale of the subsidiaries to Fidelity.
III. Title Information Services
Title insurance companies insure clients against the risk that
clear title is not transferred during the sale of property. Risks
include failure to detect defective deeds or to discover liens, adverse
court judgments, or encumbrances created by other security interests.
In order to conduct title searches in a timely fashion, title insurers
need access to the most accurate, up-to-date, and conveniently
[[Page 42751]]
arranged title information. That information is found, among other
places, in title plants, which are private collections of historic and
current information about the status of title to real property. Because
title information is essential to conducting a title search, ownership
of, or access to, a title plant is a title insurer's primary
competitive asset.
IV. The Complaint
The Commission's Complaint alleges that Fidelity's acquisition of
LandAmerica's title insurance subsidiaries may substantially lessen
competition in the provision of title information services in several
counties in Oregon, and three counties making up the Detroit, Michigan,
metropolitan area, in violation of Section 7 of the Clayton Act, as
amended, 15 U.S.C. Sec. 18, and Section 5 of the Federal Trade
Commission Act, as amended, 15 U.S.C. Sec. 45.
The Complaint alleges that the relevant product market in which to
analyze the effects of the acquisition is the provision of title
information services. ``Title information services'' means access to
selected information contained in a title plant that is used to
determine ownership of, and interests in, real property in connection
with the underwriting and issuance of title insurance policies.
The Complaint also alleges that the relevant geographic markets are
local in nature. Title information is generated and collected on a
county level and, because of the highly local character of the real
estate markets in which the title information services are used,
geographic markets for title information services are highly localized
and consist of the county or other local jurisdiction embraced by the
real property information contained in the title plant. The three
geographic areas of concern outlined in the Complaint are: (1) the tri-
county Portland, Oregon, metropolitan area consisting of Clackamas,
Multnomah, and Washington Counties; (2) Benton, Jackson, Linn, and
Marion Counties, in Oregon; and (3) the tri-county Detroit, Michigan,
metropolitan area consisting of Oakland, Macomb, and Wayne Counties.
In the Portland, Oregon, metropolitan area, the acquisition of
LandAmerica's subsidiaries vested Fidelity with a controlling interest
in the sole title plant providing title insurance information services.
Absent the proposed relief regarding the title plant serving the
Portland metropolitan area, Fidelity's acquisition of LandAmerica's
subsidiaries increases the risk that Fidelity would unilaterally
restrict or withhold access to title information, thus eliminating the
potential for a new title insurance company to enter.
In Benton, Jackson, Linn, and Marion Counties in Oregon, the
acquisition of LandAmerica's subsidiaries reduced the number of
independent title plants providing title information services in these
counties from four to three. Absent the proposed relief in these
counties, Fidelity's acquisition would increase the risk of collusion
among the remaining market participants to restrict or withhold access
to title information, thus eliminating the potential for a new title
insurance company to enter.
In three counties in the Detroit, Michigan, metropolitan area,
Fidelity's purchase of LandAmerica's subsidiaries may give Fidelity the
power to affect the competitive significance of Data Trace, an
independent title information services provider. Data Trace, in which
LandAmerica once had an ownership interest, is a provider of title
plant information services in the Detroit metropolitan area.
Based on the facts above, the Complaint alleges that Fidelity's
acquisition of LandAmerica's subsidiaries could eliminate actual,
direct, and substantial competition between Fidelity and LandAmerica's
subsidiaries in the relevant markets; increase Fidelity's ability to
unilaterally exercise market power in the Detroit and Portland
metropolitan areas; and substantially increase the level of
concentration and enhance the probability of coordination in Benton,
Jackson, Linn, and Marion Counties, in Oregon.
As stated in the Complaint, entry would not be timely, likely, or
sufficient to deter or counteract the anticompetitive effects of this
acquisition. There are relatively long time frames and large capital
expenses associated with building and maintaining title plants. Among
other things, intensive time and labor are required in each local
jurisdiction to develop effective data collection technology and to
compile historical data.
V. The Terms of the Consent Agreement
The proposed Consent Agreement will remedy the Commission's
competitive concerns resulting from Fidelity's acquisition in each of
the relevant markets discussed above. Pursuant to the proposed Consent
Agreement, Fidelity will divest one share of its ownership interest in
a joint title plant that serves the Portland, Oregon, metropolitan area
to Northwest Title. This will remedy the competitive harm in that local
market by ensuring that Fidelity no longer owns a majority of the only
joint title plant serving that market. The proposed Consent Agreement
also requires Fidelity to divest a copy of each of the title plants
serving Benton, Jackson, Linn, and Marion Counties, in Oregon to
Northwest Title. The sale of the title plants in Benton, Jackson, Linn,
and Marion counties will eliminate the competitive harm that otherwise
would have resulted in those markets by restoring the number of
independent title plant owners within each county to the pre-
acquisition level.
Northwest Title is a privately-held company that is part of a
family of six companies involved in real estate. Although the company
will be a new entrant in the relevant markets, it does have experience
in the title insurance business, and has pre-existing relationships
with entities and individuals in the real estate market, mortgage
banking industry, and related businesses. Moreover, Northwest Title is
financially viable and is positioned to quickly achieve the remedial
purposes of the proposed Consent Agreement.
Additionally, pursuant to the proposed Consent Agreement, Fidelity
will sell a copy of the title data that LandAmerica's subsidiaries had
provided to Data Trace to a pre-approved purchaser, for the three
counties making up the Detroit, Michigan, metropolitan area.
Finally, the proposed Consent Agreement requires Fidelity to
provide the Commission with prior written notice before acquiring fifty
(50) percent or more of any joint title plant in the following states:
California, Colorado, Nevada, New Mexico, Oregon, and Texas. In all of
these states, Fidelity's acquisition of LandAmerica's subsidiaries
increased Fidelity's ownership interest in joint title plants. Without
this prior notification provision, in the future Fidelity could gain a
controlling interest in joint plants serving these states without the
FTC's knowledge.
VI. Opportunity for Public Comment
The Consent Agreement has been placed on the public record for
thirty (30) days for receipt of comments by interested persons.
Comments received during this period will become part of the public
record. After thirty (30) days, the Commission will review the Consent
Agreement again and the comments received and will decide whether it
should withdraw from the Consent Agreement, modify it, or make it
final. By accepting the Consent Agreement subject to final approval,
the
[[Page 42752]]
Commission anticipates that the competitive problems alleged in the
Complaint will be resolved. The purpose of this analysis is to inform
and invite public comment on the Consent Agreement, including the
proposed divestitures, and to aid the Commission in its determination
of whether to make the Consent Agreement final. This analysis is not
intended to constitute an official interpretation of the Consent
Agreement, nor is it intended to modify the terms of the Consent
Agreement in any way.
By direction of the Commission.
Donald S. Clark
Secretary.
[FR Doc. 2010-17978 Filed 7-21-10: 7:20 am]
BILLING CODE 6750-01-S
