Drug Testing Compliance Group, LLC; Analysis To Aid Public Comment, 79041-79043 [2015-31822]
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Federal Register / Vol. 80, No. 243 / Friday, December 18, 2015 / Notices
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[FR Doc. 2015–31903 Filed 12–17–15; 8:45 am]
BILLING CODE 6560–50–P
FEDERAL TRADE COMMISSION
[File No. 151–0048]
Drug Testing Compliance Group, LLC;
Analysis 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 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 January 13, 2016.
ADDRESSES: Interested parties may file a
comment at https://ftcpublic.
commentworks.com/ftc/dtcgroup
consent online or on paper, by following
the instructions in the Request for
Comment part of the SUPPLEMENTARY
INFORMATION section below. Write ‘‘Drug
Testing Compliance Group—Consent
Agreement; File No. 151–0048’’ on your
comment and file your comment online
at https://ftcpublic.commentworks.com/
ftc/dtcgroupconsent by following the
instructions on the web-based form. If
you prefer to file your comment on
paper, write ‘‘Drug Testing Compliance
Group—Consent Agreement; File No.
151–0048’’ on your comment and on the
envelope, and mail your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
600 Pennsylvania Avenue NW., Suite
CC–5610 (Annex D), Washington, DC
20580, or deliver your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW.,
5th Floor, Suite 5610 (Annex D),
Washington, DC 20024.
SUMMARY:
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79041
FOR FURTHER INFORMATION CONTACT:
William Lanning (202–326–3361),
Bureau of Competition, 600
Pennsylvania Avenue NW., Washington,
DC 20580.
SUPPLEMENTARY INFORMATION: Pursuant
to Section 6(f) of the Federal Trade
Commission Act, 15 U.S.C. 46(f), and
FTC Rule 2.34, 16 CFR 2.34, notice is
hereby given that the above-captioned
consent agreement containing 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 December 14, 2015), on
the World Wide Web, at https://
www.ftc.gov/os/actions.shtm.
You can file a comment online or on
paper. For the Commission to consider
your comment, we must receive it on or
before January 13, 2016. Write ‘‘Drug
Testing Compliance Group—Consent
Agreement; File No. 151–0048’’ on your
comment. Your comment—including
your name and your state—will be
placed on the public record of this
proceeding, including, to the extent
practicable, on the public Commission
Web site, at https://www.ftc.gov/os/
publiccomments.shtm. As a matter of
discretion, the Commission tries to
remove individuals’ home contact
information from comments before
placing them on the Commission Web
site.
Because your comment will be made
public, you are solely responsible for
making sure that your comment does
not include any sensitive personal
information, like anyone’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. You are also solely responsible
for making sure that your comment does
not include any sensitive health
information, like medical records or
other individually identifiable health
information. In addition, do not include
any ‘‘[t]rade secret or any commercial or
financial information which . . . is
privileged or confidential,’’ as discussed
in Section 6(f) of the FTC Act, 15 U.S.C.
46(f), and FTC Rule 4.10(a)(2), 16 CFR
4.10(a)(2). In particular, do not include
competitively sensitive information
such as costs, sales statistics,
inventories, formulas, patterns, devices,
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79042
Federal Register / Vol. 80, No. 243 / Friday, December 18, 2015 / Notices
manufacturing processes, or customer
names.
If you want the Commission to give
your comment confidential treatment,
you must file it in paper form, with a
request for confidential treatment, and
you have to follow the procedure
explained in FTC Rule 4.9(c), 16 CFR
4.9(c).1 Your comment will be kept
confidential only if the FTC General
Counsel, in his or her sole discretion,
grants your request in accordance with
the law and the public interest.
Postal mail addressed to the
Commission is subject to delay due to
heightened security screening. As a
result, we encourage you to submit your
comments online. To make sure that the
Commission considers your online
comment, you must file it at https://
ftcpublic.commentworks.com/ftc/dtc
groupconsent by following the
instructions on the web-based form. If
this Notice appears at https://
www.regulations.gov/#!home, you also
may file a comment through that Web
site.
If you file your comment on paper,
write ‘‘Drug Testing Compliance
Group—Consent Agreement; File No.
151–0048’’ on your comment and on the
envelope, and mail your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
600 Pennsylvania Avenue NW., Suite
CC–5610 (Annex D), Washington, DC
20580, or deliver your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW.,
5th Floor, Suite 5610 (Annex D),
Washington, DC 20024. If possible,
submit your paper comment to the
Commission by courier or overnight
service.
Visit the Commission Web site at
https://www.ftc.gov to read this Notice
and the news release describing it. The
FTC Act and other laws that 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 on or
before January 13, 2016. You can find
more information, including routine
uses permitted by the Privacy Act, in
the Commission’s privacy policy, at
https://www.ftc.gov/ftc/privacy.htm.
1 In particular, the written request for confidential
treatment that accompanies the comment must
include the factual and legal basis for the request,
and must identify the specific portions of the
comment to be withheld from the public record. See
FTC Rule 4.9(c), 16 CFR 4.9(c).
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Jkt 238001
Analysis of Agreement Containing
Consent Order To Aid Public Comment
The Federal Trade Commission
(‘‘Commission’’) has accepted, subject to
final approval, an agreement containing
consent order (‘‘Consent Agreement’’)
from Drug Testing Compliance Group,
LLC (‘‘DTC Group’’). The Commission’s
Complaint alleges that DTC Group
violated Section 5 of the Federal Trade
Commission Act, as amended, 15 U.S.C.
45, by inviting a competitor to enter a
customer allocation agreement.
Under the terms of the proposed
Consent Agreement, DTC Group is
required to cease and desist from
communicating with its competitors
about customers and prices. The
Consent Agreement also prohibits DTC
Group from entering into, participating
in, inviting, or soliciting an agreement
with any competitor to allocate
customers, to divide markets, or to fix
prices.
The Consent Agreement has been
placed on the public record for 30 days
for receipt of comments from interested
members of the public. Comments
received during this period will become
part of the public record. After 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 or make final the
accompanying Decision and Order
(‘‘Proposed Order’’).
The purpose of this Analysis to Aid
Public Comment is to invite and
facilitate public comment. It is not
intended to constitute an official
interpretation of the proposed Consent
Agreement and the accompanying
Proposed Order or in any way to modify
their terms.
I. The Complaint
The allegations of the Complaint are
summarized below:
DTC Group markets and sells an array
of services to commercial drivers,
commercial trucking firms, and other
persons that facilitate compliance with
various regulations administered by the
Department of Transportation and the
Federal Motor Carrier Safety
Administration, including regulations
relating to drug and alcohol testing,
safety audits, and driver qualifications.
DTC Group primarily utilizes
telemarketing and the internet to market
and sell its services. DTC Group
competes with several firms throughout
the United States offering similar
services.
DTC Group and Competitor A market
and sell similar services in direct
competition. Beginning in 2013 and
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continuing to date, DTC Group and
Competitor A have competed for one
another’s customers by offering lower
prices for the services they sell. In some
instances, one firm can induce a
customer, whose contract is terminable
at will, to switch service providers by
offering lower prices.
On or about June 27, 2014, the
president of DTC Group, David Crossett,
contacted Competitor A to complain
that Competitor A’s sales personnel had
induced a DTC Group customer to
switch service providers. Mr. Crossett
requested a meeting with Competitor A
to discuss the matter.
Mr. Crossett met with the principals
of Competitor A on July 10, 2014. Mr.
Crossett proposed that the firms agree
not to solicit or compete for one
another’s customers. Specifically, Mr.
Crossett proposed that DTC Group and
Competitor A should reciprocally agree
to refrain from selling or attempting to
sell a service to a customer if the rival
firm had previously arranged to sell the
same service to the customer. Mr.
Crossett referred to this arrangement as
‘‘First Call Wins,’’ and explained that
such agreement would permit each
company to sell its services to
customers without fearing that its rival
would later undercut it with a lower
price offer.
II. Analysis
Mr. Crossett’s communication to
Competitor A is an attempt to arrange a
customer allocation agreement between
the two companies. The invitation, if
accepted, would be a per se violation of
the Sherman Act.2 The Commission has
long held that invitations to collude
violate Section 5 of the FTC Act, and
this is unaltered by the Commission’s
recent Statement on Section 5. In that
Statement, the Commission explained
that unfair methods of competition
under Section 5 ‘‘must cause, or be
likely to cause, harm to competition or
the competitive process, taking into
account any associated cognizable
efficiencies and business
justifications.’’ 3 Potential violations are
2 United States v. Coop. Theatres of Ohio, Inc.,
845 F.2d 1367, 1372 (6th Cir. 1988) (‘‘[A] horizontal
agreement between two competitors to refrain from
seeking business from each other’s existing
accounts . . . is plainly a form of customer
allocation and, hence, is the type of ‘naked
restraint’ which triggers application of the per se
rule of illegality.’’); United States v. Cadillac
Overall Supply Co., 568 F.2d 1078 (10th Cir.), cert.
denied, 437 U.S. 903 (1978).
3 Fed. Trade Comm’n, Statement of Enforcement
Principles Regarding ‘‘Unfair Methods of
Competition’’ Under Section 5 of the FTC Act (Aug.
13, 2015) (Section 5 Unfair Methods of Competition
Policy Statement), available at https://www.ftc.gov/
system/files/documents/public_statements/735201/
150813section5enforcement.pdf. Commissioner
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evaluated under a ‘‘framework similar to
the rule of reason.’’ 4 Competitive effects
analysis under the rule of reason
depends upon the nature of the conduct
that is under review.5
An invitation to collude is
‘‘potentially harmful and . . . serves no
legitimate business purpose.’’ 6 For this
reason, the Commission treats such
conduct as ‘‘inherently suspect’’ (that is,
presumptively anticompetitive).7 This
means that an invitation to collude can
be condemned under Section 5 without
a showing that the respondent possesses
market power.8
The Commission has long held that an
invitation to collude violates Section 5
of the FTC Act even where there is no
proof that the competitor accepted the
invitation.9 First, unaccepted
solicitations may facilitate coordination
between competitors because they
Ohlhausen dissented from the issuance of the
Section 5 Unfair Methods of Competition Policy
Statement. See https://www.ftc.gov/publicstatements/2015/08/dissenting-statementcommissioner-ohlhausen-ftc-act-section-5-policy.
4 Section 5 Unfair Methods of Competition Policy
Statement.
5 See, e.g., California Dental Ass’n v. FTC, 526
U.S. 756, 781 (1999) (‘‘What is required . . . is an
enquiry meet for the case, looking to the
circumstances, details, and logic of a restraint.’’).
6 In re Valassis Commc’ns, Inc., 141 F.T.C. 247,
283 (2006) (Analysis of Agreement Containing
Consent Order to Aid Public Comment); see also
Address by FTC Chairwoman Edith Ramirez,
Section 5 Enforcement Principles, George
Washington University Law School at 5 (Aug. 13,
2015), available at https://www.ftc.gov/system/files/
documents/public_statements/735411/
150813section5speech.pdf.
7 See, e.g., In re North Carolina Bd. of Dental
Examiners, 152 F.T.C. 640, 668 (2011) (noting that
inherently suspect conduct is such that can be
‘‘reasonably characterized as ‘giv[ing] rise to an
intuitively obviously inference of anticompetitive
effect.’ ’’) (citation omitted).
8 See, e.g., In re Realcomp II, Ltd., 148 F.T.C.
ll, Docket No. 9320, 2009 FTC LEXIS 250, at *51
(Oct. 30, 2009) (Comm’n Op.) (explaining that if
conduct is ‘‘inherently suspect’’ in nature, and there
are no cognizable procompetitive justifications, the
Commission can condemn it ‘‘without proof of
market power or actual effects’’).
9 See, e.g., In re Valassis Commc’ns, Inc., 141
F.T.C. 247 (2006); In re Stone Container, 125 F.T.C.
853 (1998); In re Precision Moulding, 122 F.T.C. 104
(1996). See also In re McWane, Inc., Docket No.
9351, Opinion of the Commission on Motions for
Summary Decision at 20–21 (F.T.C. Aug. 9, 2012)
(‘‘an invitation to collude is ‘the quintessential
example of the kind of conduct that should be . . .
challenged as a violation of Section 5’ ’’) (citing the
Statement of Chairman Leibowitz and
Commissioners Kovacic and Rosch, In re U-Haul
Int’l, Inc., 150 F.T.C. 1, 53 (2010)). This conclusion
has been endorsed by leading antitrust scholars. See
P. Areeda & H. Hovenkamp, VI ANTITRUST LAW
¶ 1419 (2003); Stephen Calkins, Counterpoint: The
Legal Foundation of the Commission’s Use of
Section 5 to Challenge Invitations to Collude is
Secure, Antitrust, Spring 2000, at 69. In a case
brought under a state’s version of Section 5, the
First Circuit expressed support for the
Commission’s application of Section 5 to
invitations to collude. See Liu v. Amerco, 677 F.3d
489 (1st Cir. 2012).
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19:20 Dec 17, 2015
Jkt 238001
79043
This notice announces the
new meeting of the Advisory Panel on
Outreach and Education (APOE) (the
Panel) in accordance with the Federal
Advisory Committee Act. The Panel
advises and makes recommendations to
the Secretary of the U.S. Department of
Health and Human Services (HHS) and
the Administrator of the Centers for
Medicare & Medicaid Services (CMS) on
opportunities to enhance the
effectiveness of Health Insurance
MarketplaceSM,1 Medicare, Medicaid,
and Children’s Health Insurance
Program (CHIP) consumer education
strategies. This meeting is open to the
public.
DATES: Meeting Date: Wednesday,
January 13, 2016 8:30 a.m. to 4 p.m.
Eastern Standard Time (EST).
Deadline for Meeting Registration,
Presentations and Comments:
Wednesday, December 30, 2015, 5 p.m.,
EST.
Deadline for Requesting Special
Accommodations: Wednesday,
December 30, 2015, 5:00 p.m., e.s.t.
ADDRESSES: Meeting Location: U.S.
Department of Health & Human
Services, Hubert H. Humphrey Building,
200 Independence Avenue SW., Room
425A, Conference Room, Washington,
DC 20201.
Presentations and Written Comments:
Presentations and written comments
should be submitted to: Abigail
Huffman, Designated Federal Official
(DFO), Division of Forum and
Conference Development, Office of
Communications, Centers for Medicare
& Medicaid Services, 7500 Security
Boulevard, Mailstop S1–05–06,
Baltimore, MD 21244–1850 or via email
at Abigail.Huffman1@cms.hhs.gov.
Registration: The meeting is open to
the public, but attendance is limited to
the space available. Persons wishing to
attend this meeting must register at the
Web site https://www.regonline.com/
apoejan2016meeting or by contacting
the DFO as listed in the FOR FURTHER
INFORMATION CONTACT section of this
notice, by the date listed in the DATES
section of this notice. Individuals
requiring sign language interpretation or
other special accommodations should
contact the DFO at the address listed in
the ADDRESSES section of this notice by
the date listed in the DATES section of
this notice.
FOR FURTHER INFORMATION CONTACT:
Abigail Huffman, Designated Federal
Official, Office of Communications,
CMS, 7500 Security Boulevard, Mail
Stop S1–05–06, Baltimore, MD 21244,
410–786–0897, email
Abigail.Huffman1@cms.hhs.gov.
Additional information about the APOE
is available on the Internet at: https://
www.cms.gov/Regulations-andGuidance/Guidance/FACA/APOE.html.
10 In re Valassis Commc’ns, Inc., 141 F.T.C. 247,
283 (2006) (Analysis of Agreement Containing
Consent Order to Aid Public Comment).
1 Health Insurance MarketplaceSM and
MarketplaceSM are service marks of the U.S.
Department of Health and Human Services.
reveal information about the solicitor’s
intentions or preferences. Second, it can
be difficult to discern whether a
competitor has accepted a solicitation.
Third, finding a violation may deter
similar conduct that has no legitimate
business purpose.10
III. The Proposed Consent Order
The Proposed Order has the following
substantive provisions:
Section II, Paragraph A of the
Proposed Order enjoins DTC Group
from communicating with its
competitors about rates or prices, with
a proviso permitting public posting of
rates.
Section II, Paragraph B prohibits DTC
Group from entering into, participating
in, maintaining, organizing,
implementing, enforcing, inviting,
offering, or soliciting an agreement with
any competitor to divide markets, to
allocate customers, or to fix prices.
Section II, Paragraph C bars DTC
Group from urging any competitor to
raise, fix, or maintain its price or rate
levels, or to limit or reduce service
terms or levels.
Sections III–VI of the Proposed Order
impose reporting and compliance
requirements on DTC Group.
The Proposed Order will expire in 20
years.
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2015–31822 Filed 12–17–15; 8:45 am]
BILLING CODE 6750–01–P
DEPARTMENT OF HEALTH AND
HUMAN SERVICES
Centers for Medicare & Medicaid
Services
[CMS–7039–N]
Health Insurance MarketplaceSM,
Medicare, Medicaid, and the Children’s
Health Insurance Program; Meeting of
the Advisory Panel on Outreach and
Education (APOE), January 13, 2016
Centers for Medicare &
Medicaid Services (CMS), HHS.
ACTION: Notice of meeting.
AGENCY:
SUMMARY:
PO 00000
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Agencies
[Federal Register Volume 80, Number 243 (Friday, December 18, 2015)]
[Notices]
[Pages 79041-79043]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31822]
=======================================================================
-----------------------------------------------------------------------
FEDERAL TRADE COMMISSION
[File No. 151-0048]
Drug Testing Compliance Group, LLC; Analysis To Aid Public
Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement.
-----------------------------------------------------------------------
SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting 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 January 13, 2016.
ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/dtcgroupconsent online or on paper, by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Write ``Drug Testing
Compliance Group--Consent Agreement; File No. 151-0048'' on your
comment and file your comment online at https://ftcpublic.commentworks.com/ftc/dtcgroupconsent by following the
instructions on the web-based form. If you prefer to file your comment
on paper, write ``Drug Testing Compliance Group--Consent Agreement;
File No. 151-0048'' on your comment and on the envelope, and mail your
comment to the following address: Federal Trade Commission, Office of
the Secretary, 600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D),
Washington, DC 20580, or deliver your comment to the following address:
Federal Trade Commission, Office of the Secretary, Constitution Center,
400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC
20024.
FOR FURTHER INFORMATION CONTACT: William Lanning (202-326-3361), Bureau
of Competition, 600 Pennsylvania Avenue NW., Washington, DC 20580.
SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34,
notice is hereby given that the above-captioned consent agreement
containing 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 December 14, 2015), on the World Wide Web,
at https://www.ftc.gov/os/actions.shtm.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before January 13,
2016. Write ``Drug Testing Compliance Group--Consent Agreement; File
No. 151-0048'' on your comment. Your comment--including your name and
your state--will be placed on the public record of this proceeding,
including, to the extent practicable, on the public Commission Web
site, at https://www.ftc.gov/os/publiccomments.shtm. As a matter of
discretion, the Commission tries to remove individuals' home contact
information from comments before placing them on the Commission Web
site.
Because your comment will be made public, you are solely
responsible for making sure that your comment does not include any
sensitive personal information, like anyone'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. You are also solely
responsible for making sure that your comment does not include any
sensitive health information, like medical records or other
individually identifiable health information. In addition, do not
include any ``[t]rade secret or any commercial or financial information
which . . . is privileged or confidential,'' as discussed in Section
6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR
4.10(a)(2). In particular, do not include competitively sensitive
information such as costs, sales statistics, inventories, formulas,
patterns, devices,
[[Page 79042]]
manufacturing processes, or customer names.
If you want the Commission to give your comment confidential
treatment, you must file it in paper form, with a request for
confidential treatment, and you have to follow the procedure explained
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept
confidential only if the FTC General Counsel, in his or her sole
discretion, grants your request in accordance with the law and the
public interest.
---------------------------------------------------------------------------
\1\ In particular, the written request for confidential
treatment that accompanies the comment must include the factual and
legal basis for the request, and must identify the specific portions
of the comment to be withheld from the public record. See FTC Rule
4.9(c), 16 CFR 4.9(c).
---------------------------------------------------------------------------
Postal mail addressed to the Commission is subject to delay due to
heightened security screening. As a result, we encourage you to submit
your comments online. To make sure that the Commission considers your
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/dtcgroupconsent by following the instructions on the web-based
form. If this Notice appears at https://www.regulations.gov/#!home, you
also may file a comment through that Web site.
If you file your comment on paper, write ``Drug Testing Compliance
Group--Consent Agreement; File No. 151-0048'' on your comment and on
the envelope, and mail your comment to the following address: Federal
Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW.,
Suite CC-5610 (Annex D), Washington, DC 20580, or deliver your comment
to the following address: Federal Trade Commission, Office of the
Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite
5610 (Annex D), Washington, DC 20024. If possible, submit your paper
comment to the Commission by courier or overnight service.
Visit the Commission Web site at https://www.ftc.gov to read this
Notice and the news release describing it. The FTC Act and other laws
that 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 on or before January 13, 2016. You can find more
information, including routine uses permitted by the Privacy Act, in
the Commission's privacy policy, at https://www.ftc.gov/ftc/privacy.htm.
Analysis of Agreement Containing Consent Order To Aid Public Comment
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an agreement containing consent order (``Consent
Agreement'') from Drug Testing Compliance Group, LLC (``DTC Group'').
The Commission's Complaint alleges that DTC Group violated Section 5 of
the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by inviting
a competitor to enter a customer allocation agreement.
Under the terms of the proposed Consent Agreement, DTC Group is
required to cease and desist from communicating with its competitors
about customers and prices. The Consent Agreement also prohibits DTC
Group from entering into, participating in, inviting, or soliciting an
agreement with any competitor to allocate customers, to divide markets,
or to fix prices.
The Consent Agreement has been placed on the public record for 30
days for receipt of comments from interested members of the public.
Comments received during this period will become part of the public
record. After 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 or make final the accompanying
Decision and Order (``Proposed Order'').
The purpose of this Analysis to Aid Public Comment is to invite and
facilitate public comment. It is not intended to constitute an official
interpretation of the proposed Consent Agreement and the accompanying
Proposed Order or in any way to modify their terms.
I. The Complaint
The allegations of the Complaint are summarized below:
DTC Group markets and sells an array of services to commercial
drivers, commercial trucking firms, and other persons that facilitate
compliance with various regulations administered by the Department of
Transportation and the Federal Motor Carrier Safety Administration,
including regulations relating to drug and alcohol testing, safety
audits, and driver qualifications.
DTC Group primarily utilizes telemarketing and the internet to
market and sell its services. DTC Group competes with several firms
throughout the United States offering similar services.
DTC Group and Competitor A market and sell similar services in
direct competition. Beginning in 2013 and continuing to date, DTC Group
and Competitor A have competed for one another's customers by offering
lower prices for the services they sell. In some instances, one firm
can induce a customer, whose contract is terminable at will, to switch
service providers by offering lower prices.
On or about June 27, 2014, the president of DTC Group, David
Crossett, contacted Competitor A to complain that Competitor A's sales
personnel had induced a DTC Group customer to switch service providers.
Mr. Crossett requested a meeting with Competitor A to discuss the
matter.
Mr. Crossett met with the principals of Competitor A on July 10,
2014. Mr. Crossett proposed that the firms agree not to solicit or
compete for one another's customers. Specifically, Mr. Crossett
proposed that DTC Group and Competitor A should reciprocally agree to
refrain from selling or attempting to sell a service to a customer if
the rival firm had previously arranged to sell the same service to the
customer. Mr. Crossett referred to this arrangement as ``First Call
Wins,'' and explained that such agreement would permit each company to
sell its services to customers without fearing that its rival would
later undercut it with a lower price offer.
II. Analysis
Mr. Crossett's communication to Competitor A is an attempt to
arrange a customer allocation agreement between the two companies. The
invitation, if accepted, would be a per se violation of the Sherman
Act.\2\ The Commission has long held that invitations to collude
violate Section 5 of the FTC Act, and this is unaltered by the
Commission's recent Statement on Section 5. In that Statement, the
Commission explained that unfair methods of competition under Section 5
``must cause, or be likely to cause, harm to competition or the
competitive process, taking into account any associated cognizable
efficiencies and business justifications.'' \3\ Potential violations
are
[[Page 79043]]
evaluated under a ``framework similar to the rule of reason.'' \4\
Competitive effects analysis under the rule of reason depends upon the
nature of the conduct that is under review.\5\
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\2\ United States v. Coop. Theatres of Ohio, Inc., 845 F.2d
1367, 1372 (6th Cir. 1988) (``[A] horizontal agreement between two
competitors to refrain from seeking business from each other's
existing accounts . . . is plainly a form of customer allocation
and, hence, is the type of `naked restraint' which triggers
application of the per se rule of illegality.''); United States v.
Cadillac Overall Supply Co., 568 F.2d 1078 (10th Cir.), cert.
denied, 437 U.S. 903 (1978).
\3\ Fed. Trade Comm'n, Statement of Enforcement Principles
Regarding ``Unfair Methods of Competition'' Under Section 5 of the
FTC Act (Aug. 13, 2015) (Section 5 Unfair Methods of Competition
Policy Statement), available at https://www.ftc.gov/system/files/documents/public_statements/735201/150813section5enforcement.pdf.
Commissioner Ohlhausen dissented from the issuance of the Section 5
Unfair Methods of Competition Policy Statement. See https://www.ftc.gov/public-statements/2015/08/dissenting-statement-commissioner-ohlhausen-ftc-act-section-5-policy.
\4\ Section 5 Unfair Methods of Competition Policy Statement.
\5\ See, e.g., California Dental Ass'n v. FTC, 526 U.S. 756, 781
(1999) (``What is required . . . is an enquiry meet for the case,
looking to the circumstances, details, and logic of a restraint.'').
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An invitation to collude is ``potentially harmful and . . . serves
no legitimate business purpose.'' \6\ For this reason, the Commission
treats such conduct as ``inherently suspect'' (that is, presumptively
anticompetitive).\7\ This means that an invitation to collude can be
condemned under Section 5 without a showing that the respondent
possesses market power.\8\
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\6\ In re Valassis Commc'ns, Inc., 141 F.T.C. 247, 283 (2006)
(Analysis of Agreement Containing Consent Order to Aid Public
Comment); see also Address by FTC Chairwoman Edith Ramirez, Section
5 Enforcement Principles, George Washington University Law School at
5 (Aug. 13, 2015), available at https://www.ftc.gov/system/files/documents/public_statements/735411/150813section5speech.pdf.
\7\ See, e.g., In re North Carolina Bd. of Dental Examiners, 152
F.T.C. 640, 668 (2011) (noting that inherently suspect conduct is
such that can be ``reasonably characterized as `giv[ing] rise to an
intuitively obviously inference of anticompetitive effect.' '')
(citation omitted).
\8\ See, e.g., In re Realcomp II, Ltd., 148 F.T.C. __, Docket
No. 9320, 2009 FTC LEXIS 250, at *51 (Oct. 30, 2009) (Comm'n Op.)
(explaining that if conduct is ``inherently suspect'' in nature, and
there are no cognizable procompetitive justifications, the
Commission can condemn it ``without proof of market power or actual
effects'').
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The Commission has long held that an invitation to collude violates
Section 5 of the FTC Act even where there is no proof that the
competitor accepted the invitation.\9\ First, unaccepted solicitations
may facilitate coordination between competitors because they reveal
information about the solicitor's intentions or preferences. Second, it
can be difficult to discern whether a competitor has accepted a
solicitation. Third, finding a violation may deter similar conduct that
has no legitimate business purpose.\10\
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\9\ See, e.g., In re Valassis Commc'ns, Inc., 141 F.T.C. 247
(2006); In re Stone Container, 125 F.T.C. 853 (1998); In re
Precision Moulding, 122 F.T.C. 104 (1996). See also In re McWane,
Inc., Docket No. 9351, Opinion of the Commission on Motions for
Summary Decision at 20-21 (F.T.C. Aug. 9, 2012) (``an invitation to
collude is `the quintessential example of the kind of conduct that
should be . . . challenged as a violation of Section 5' '') (citing
the Statement of Chairman Leibowitz and Commissioners Kovacic and
Rosch, In re U-Haul Int'l, Inc., 150 F.T.C. 1, 53 (2010)). This
conclusion has been endorsed by leading antitrust scholars. See P.
Areeda & H. Hovenkamp, VI ANTITRUST LAW ] 1419 (2003); Stephen
Calkins, Counterpoint: The Legal Foundation of the Commission's Use
of Section 5 to Challenge Invitations to Collude is Secure,
Antitrust, Spring 2000, at 69. In a case brought under a state's
version of Section 5, the First Circuit expressed support for the
Commission's application of Section 5 to invitations to collude. See
Liu v. Amerco, 677 F.3d 489 (1st Cir. 2012).
\10\ In re Valassis Commc'ns, Inc., 141 F.T.C. 247, 283 (2006)
(Analysis of Agreement Containing Consent Order to Aid Public
Comment).
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III. The Proposed Consent Order
The Proposed Order has the following substantive provisions:
Section II, Paragraph A of the Proposed Order enjoins DTC Group
from communicating with its competitors about rates or prices, with a
proviso permitting public posting of rates.
Section II, Paragraph B prohibits DTC Group from entering into,
participating in, maintaining, organizing, implementing, enforcing,
inviting, offering, or soliciting an agreement with any competitor to
divide markets, to allocate customers, or to fix prices.
Section II, Paragraph C bars DTC Group from urging any competitor
to raise, fix, or maintain its price or rate levels, or to limit or
reduce service terms or levels.
Sections III-VI of the Proposed Order impose reporting and
compliance requirements on DTC Group.
The Proposed Order will expire in 20 years.
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2015-31822 Filed 12-17-15; 8:45 am]
BILLING CODE 6750-01-P