DOJ STATEMENT ON US AIRWAYS/AMR MERGER SETTLEMENT

FROM:  U.S. JUSTICE DEPARTMENT

JUSTICE DEPARTMENT STATEMENT ON U.S. DISTRICT COURT FINDING THAT DEPARTMENT’S SETTLEMENT WITH US AIRWAYS/AMERICAN AIRLINES
IS IN THE PUBLIC INTEREST

WASHINGTON — Assistant Attorney General Bill Baer in charge of the Department of Justice’s Antitrust Division made the following statement today after the U.S. District Court for the District of Columbia found the department’s settlement involving US Airways Group Inc. and American Airlines’ parent corporation, AMR Corp., to be in the public interest:

“We’re pleased that the court agreed that the department’s remedy will enhance system-wide competition in the airline industry.  By increasing the presence of low cost carriers at key constrained airports across the country–through significant divestitures of slots at Ronald Reagan Washington National and New York LaGuardia International and gates at five other important airports–consumers will have more choices to fly at more competitive airfares.  History has shown that when low cost carriers have entered the market, consumers benefit.  With the settlement, the department is requiring an unprecedented number of divestitures in this industry that will provide enhanced competition across the nation.” 

Background

On Aug. 13, 2013, the department, six state attorneys general and the District of Columbia filed an antitrust lawsuit against US Airways and American alleging that US Airway’s $11 billion acquisition of American would have substantially lessened competition for commercial air travel in local markets throughout the United States.  The department alleged that the transaction would result in passengers paying higher airfares and receiving less service.  In addition, the department alleged that the transaction would entrench the merged airline as the dominant carrier at Reagan National, where it would control 69 percent of take-off and landing slots, thus effectively foreclosing entry or expansion by competing airlines.

On Nov. 12, 2013, the department announced its settlement requiring US Airways and American’s parent corporation, AMR Corp. to divest slots and gates at key constrained airports across the country to low cost carrier airlines (LCCs) in order to enhance system-wide competition in the airline industry.

The settlement requires US Airways and American to divest slots, gates and ground facilities at key airports around the country.  Specifically, the settlement requires the companies to divest or transfer to low cost carrier purchasers approved by the department:

• All 104 air carrier slots (i.e. slots not reserved for use only by smaller, commuter planes) at Reagan National and rights and interest in other facilities at the airport necessary to support the use of the slots;



• Thirty-four slots at LaGuardia and rights and interest in other facilities at the airport necessary to support the use of the slots; and



• Rights and interests to two airport gates and associated ground facilities at each of  Boston Logan, Chicago O’Hare, Dallas Love Field, Los Angeles International and Miami International.

Thus far, slots at Reagan National were divested to Southwest Airlines, JetBlue and Virgin America.  At LaGuardia, slots were divested to Southwest Airlines and Virgin America.  The divestiture process for the gates at the other airports is ongoing.

SEC CHARGES OWNER NY ADVISORY FIRM WITH INSIDER TRADING IN ADVANCE OF MERGERS

FROM:  U.S. SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission today charged the owner of a New York-based advisory firm with insider trading in his own account and client accounts based on non-public information in advance of a merger announcement by pharmaceutical companies.

The SEC alleges that Tibor Klein, who lives on Long Island and is president of Klein Financial Services, learned confidential information about Pfizer Inc.'s planned acquisition of King Pharmaceuticals. He misappropriated the information and traded in advance of the public announcement for illicit profits of more than $300,000 for himself and his clients.

The SEC also charged Klein's close friend Michael Shechtman, a stockbroker living in South Florida who was tipped by Klein and traded on the non-public information for more than $100,000 in illegal profits.

According to the SEC's complaint filed in U.S. District Court for the Southern District of Florida, Klein learned material, non-public information about the impending merger in August 2010 from one of his clients - an attorney who works on matters for King Pharmaceuticals. On August 16 - the first day that the markets opened after he learned the confidential information - Klein began purchasing large amounts of King Pharmaceuticals' stock. Klein had not purchased so many securities of an individual stock for so many clients in such a short time period in 2010 as he did when he made these purchases.

The SEC alleges that Klein then went one step further and tipped his best friend, Shechtman, with the non-public information about King Pharmaceuticals. Klein and Shechtman speak often but rarely more than once a day. But Klein called Shechtman six times on August 16, when Shechtman submitted an application to open an options trading account and handwrote "Please expedite ASAP" at the top of the form. Shechtman had never before traded in options. On August 18, Klein called Shechtman 11 more times as Shechtman purchased 2,500 shares of King Pharmaceuticals stock and 300 call options in his personal account, and 2,400 shares in his wife's Roth IRA account.

According to the SEC's complaint, the public announcement was made on Oct. 12, 2010. King Pharmaceuticals stock subsequently rose 39 percent and trading volume increased by more than 12,000 percent from the previous day. Following the announcement, Klein sold his King Pharmaceuticals stock and generated profits of $328,375.02 for himself and his clients. Shechtman sold his shares and his wife's share in King Pharmaceuticals stock and options for profits of $109,040.53.

The SEC's complaint charges Klein and Shechtman with violations of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3. The SEC seeks disgorgement of ill-gotten gains, financial penalties, and permanent injunctive relief against Klein and Shechtman to enjoin them from future violations of the federal securities laws.

The SEC's investigation was conducted by Rachel K. Paulose and supervised by Elisha L. Frank in the Miami Regional Office. The SEC's litigation will be led by Robert K. Levenson. The SEC appreciates the assistance of the Financial Industry Regulatory Authority and the Chicago Board Options Exchange.

SOUTH KOREAN CORPORATION EXEC. PLEADS GUILTY TO OBSTRUCTION OF JUSTICE AND SUBMITTING FALSE DOCUMENTS

FROM:  U.S. DEPARTMENT OF JUSTICE
Thursday, May 3, 2012
Hyosung Corporation Executive Agrees to Plead Guilty to Obstruction of Justice for Submitting False Documents in an ATM Merger Investigation

WASHINGTON – An executive of South Korean-based Hyosung Corporation has agreed to plead guilty and to serve time in a U.S. prison for obstruction of justice charges in connection with an automated teller machine (ATM) merger investigation conducted by the Antitrust Division, the Department of Justice announced today.

According to a two-count felony charge filed today in the U.S. District Court in Washington, D.C., Kyoungwon Pyo, in his role as senior vice president for corporate strategy of Hyosung Corporation, an affiliate of Nautilus Hyosung Holdings Inc. (NHI), altered and directed subordinates to alter numerous existing corporate documents before they were submitted to the Department of Justice and the Federal Trade Commission (FTC) in conjunction with mandatory premerger filings. The department said that Pyo’s actions took place in or about July and August 2008.  At the time, the department was investigating Korea-based NHI’s proposed acquisition of Triton Systems of Delaware Inc.  NHI abandoned the proposed acquisition of competitor Triton Systems before the Antitrust Division reached a decision determining whether to challenge the transaction.

On Oct. 20, 2011, NHI pleaded guilty and paid a $200,000 criminal fine for its role in the obstruction of justice charges. According to the plea agreement, which is subject to court approval, Pyo has agreed to serve five months in prison.

“Maintaining the integrity of the merger review and investigation process is one of our highest priorities,” said Acting Assistant Attorney General Joseph Wayland in charge of the Department of Justice’s Antitrust Division. “Senior corporate executives should understand that anyone who attempts to corrupt the process by falsifying materials submitted to the U.S. government will be held accountable for their actions.”

After receiving the premerger filings, the Antitrust Division opened a civil merger investigation of the proposed acquisition. The department said that in or about August and September 2008, Pyo falsified additional documents in response to a document request from the Antitrust Division with the intention of impairing their integrity and availability for use in an official proceeding. The department said that, among other things, the alterations misrepresented and minimized the competitive impact of the proposed acquisition.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, requires companies contemplating mergers and acquisitions valued above certain thresholds to make filings with the Department of Justice and the FTC. The federal antitrust agencies have authority to investigate and challenge such proposed transactions under Section 7 of the Clayton Act, if the transactions may substantially lessen competition.

NHI was previously charged with obstruction of justice, which carries a maximum criminal fine for a corporation of $500,000 per count.  NHI’s agreed-upon criminal fine of $100,000 per count takes into consideration the nature and extent of the company’s disclosure of wrongdoing and its cooperation in the department’s investigation.

Pyo is charged with obstruction of justice, which carries a maximum penalty of 20 years in prison and a criminal fine of $250,000 for individuals.