Out Of Bounds: Sports Agencies Flagged For Anticompetitive Bidding Agreements

The US Department of Justice (DOJ) recently sued former joint venture partners because they allegedly coordinated their competitive activities beyond the legitimate scope of their venture. This case illustrates several important points. First, companies who collaborate through joint ventures and similar arrangements need to be mindful that any legitimate collaborative activity does not "spill over" to restrain competition in other unrelated areas. Second, DOJ discovered the conduct during its review of documents produced in connection with a merger investigation. This is the most recent reminder of how broad ranging discovery in merger investigations can result in wholly unrelated conduct investigations and lawsuits. Third, one of the parties was a portfolio company of a private equity sponsor, highlighting how private investors can be targeted for antitrust violations.

WHAT HAPPENED:

On February 14, IMG College, Learfield Communications, LLC, and A-L Tier I LLC entered into a settlement with DOJ regarding alleged agreements not to compete in the multimedia rights market for college athletic programs. In 2017, IMG and Learfield announced a $2 billion merger to form Learfield | IMG College. Both entities provide a variety of services to colleges, including trademark licensing, ticketing and multimedia rights management. IMG and Learfield had previously cooperated in limited joint ventures, but they remained competitors outside of those ventures. During DOJ's review of the merger, it uncovered what it alleged to be anticompetitive agreements between the rivals and other smaller competitors to suppress competition for multimedia rights management services. DOJ alleged that the parties used joint ventures to submit "sham" joint bids. They also allegedly used the unwinding of joint ventures to establish agreements not to bid for certain college accounts, as well as to refrain from competing against each other's incumbent accounts. DOJ also alleged the parties used an informal policing mechanism, whereby they would seek permission before bidding on the other's account or would request that a bid be withdrawn if permission was not obtained in advance. While DOJ did not attack the joint ventures themselves, it alleged that the parties to the joint ventures went well beyond the legitimate scope of the ventures by agreeing not to compete in other unrelated areas. The settlement provides that the parties will immediately cease the alleged...

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