83 FR 64359 - United States v. James Dolan; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE
Antitrust Division

Federal Register Volume 83, Issue 240 (December 14, 2018)

Page Range		64359-64364
FR Document		2018-27055
Federal Register, Volume 83 Issue 240 (Friday, December 14, 2018)
[Federal Register Volume 83, Number 240 (Friday, December 14, 2018)]
[Notices]
[Pages 64359-64364]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-27055]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. James Dolan; Proposed Final Judgment and 
Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation, and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America v. James Dolan, Civil Action No. 1:18-cv-02858. On 
December 6, 2018, the United States filed a Complaint alleging that 
James Dolan violated the notice and waiting period requirements of the 
Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a, 
with respect to his acquisition of voting securities of Madison Square 
Garden Company. The proposed Final Judgment, filed at the same time as 
the Complaint, requires James Dolan to pay a civil penalty of $609,810.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's website at http://www.justice.gov/atr and at the Office of 
the Clerk of the United States District Court for the District of 
Columbia. Copies of these materials may be obtained from the Antitrust 
Division upon request and payment of the copying fee set by Department 
of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Roberta S. Baruch, 
Special Attorney, United States, c/o Federal Trade Commission, 600 
Pennsylvania Avenue NW, CC-8416, Washington, DC 20580 (telephone: 202-
326-2861; e-mail: [email protected]).

Patricia A. Brink,
Director of Civil Enforcement.

United States District Court for the District of Columbia

    United States of America, c/o Department of Justice, Washington, 
D.C. 20530, Plaintiff, v. James L. Dolan, c/o The Madison Square 
Garden Company, Two Penn Plaza, New York, NY 10121, Defendant.

Civil Action No. 1:18-cv-02858

COMPLAINT FOR CIVIL PENALTIES FOR FAILURE TO COMPLY WITH THE PREMERGER 
REPORTING AND WAITING REQUIREMENTS OF THE HART-SCOTT RODINO ACT

    The United States of America, Plaintiff, by its attorneys, acting 
under the direction of the Attorney General of the United States and at 
the request of the Federal Trade Commission, brings this civil 
antitrust action to obtain monetary relief in the form of civil 
penalties against Defendant James L. Dolan (``Dolan''). Plaintiff 
alleges as follows:

NATURE OF THE ACTION

    1. Dolan violated the notice and waiting period requirements of the 
Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. Sec.  
18a (``HSR Act'' or ``Act''), with respect to the acquisition of voting 
securities of the Madison Square Garden Company (``MSG'') in 2017.

JURISDICTION AND VENUE

    2. This Court has jurisdiction over the subject matter of this 
action pursuant to Section 7A(g) of the Clayton Act, 15 U.S.C. Sec.  
18a(g), and pursuant to 28 U.S.C. Sec. Sec.  1331, 1337(a), 1345, and 
1355 and over the Defendant by virtue of Defendant's consent, in the 
Stipulation relating hereto, to the maintenance of this action and 
entry of the Final Judgment in this District.
    3. Venue is properly based in this District by virtue of 
Defendant's consent, in the Stipulation relating hereto, to the 
maintenance of this action and entry of the Final Judgment in this 
District.

THE DEFENDANT

    4. Defendant Dolan is a natural person with his principal office 
and place of business at Two Penn Plaza, New York, NY 10121. Dolan is 
engaged in commerce, or in activities affecting commerce, within the 
meaning of Section 1 of the Clayton Act, 15 U.S.C. Sec.  12, and 
Section 7A(a)(1) of the Clayton Act, 15 U.S.C. Sec.  18a(a)(1). At all 
times relevant to this complaint, Dolan had sales or assets in excess 
of $161.5 million.

OTHER ENTITY

    5. MSG is a corporation organized under the laws of Delaware with 
its principal place of business at Two Penn Plaza, New York, NY 10121. 
MSG is engaged in commerce, or in activities affecting commerce, within 
the meaning of Section 1 of the Clayton Act, 15 U.S.C. Sec.  12, and 
Section 7A(a)(1) of the Clayton Act, 15 U.S.C. Sec.  18a(a)(1). At all 
times relevant to this complaint, MSG had sales or assets in excess of 
$16.6 million.

THE HART-SCOTT-RODINO ACT AND RULES

    6. The HSR Act requires certain acquiring persons and certain 
persons whose voting securities or assets are acquired to file 
notifications with the Department of Justice and the Federal Trade 
Commission (collectively, the ``federal antitrust agencies'') and to 
observe a waiting period before consummating certain acquisitions of 
voting securities or assets. 15 U.S.C. Sec.  18a(a) and (b). These 
notification and waiting period requirements apply to acquisitions that 
meet the HSR Act's thresholds, which have been adjusted annually since 
2004. The size of transaction threshold is $50 million, as adjusted 
($80.8 million for most of 2017). In addition, there is a separate 
filing requirement for transactions in which the acquirer will hold 
voting securities in excess of $100 million, as adjusted ($161.5 
million in 2017), and for transactions in which the acquirer will hold 
voting securities in excess of $500 million, as adjusted ($807.5 
million in 2017). With respect to the size of person thresholds, the 
HSR Act requires one person involved in the transaction to have sales 
or assets in excess of $10 million, as adjusted ($16.6 million in 
2017), and the other person to have sales or assets in excess of $100 
million, as adjusted ($161.5 million in 2017).
    7. The HSR Act's notification and waiting period requirements are

[[Page 64360]]

intended to give the federal antitrust agencies prior notice of, and 
information about, proposed transactions. The waiting period is also 
intended to provide the federal antitrust agencies with an opportunity 
to investigate a proposed transaction and to determine whether to seek 
an injunction to prevent the consummation of a transaction that may 
violate the antitrust laws.
    8. Pursuant to Section (d)(2) of the HSR Act, 15 U.S.C. Sec.  
18a(d)(2), rules were promulgated to carry out the purposes of the HSR 
Act. 16 C.F.R. Sec. Sec.  801-03 (``HSR Rules''). The HSR Rules, among 
other things, define terms contained in the HSR Act.
    9. Pursuant to section 801.13(a)(1) of the HSR Rules, 16 C.F.R. 
Sec.  801.13(a)(1), ``all voting securities of [an] issuer which will 
be held by the acquiring person after the consummation of an 
acquisition''--including any held before the acquisition--are deemed 
held ``as a result of'' the acquisition at issue.
    10. Pursuant to sections 801.13(a)(2) and 801.10(c)(1) of the HSR 
Rules, 16 C.F.R. Sec.  801.13(a)(2) and Sec.  801.10(c)(1), the value 
of voting securities already held is the market price, defined to be 
the lowest closing price within 45 days prior to the subsequent 
acquisition.
    11. Section 802.21 of the HSR Rules, 16 C.F.R. Sec.  802.21, 
provides that once a person has filed under the HSR Act and the waiting 
period has expired, the person can acquire additional voting securities 
of the issuer without making a new filing for five years from the 
expiration of the waiting period, so long as the holdings do not exceed 
a higher threshold than was indicated in the filing.
    12. Section 7A(g)(1) of the Clayton Act, 15 U.S.C. Sec.  18a(g)(1), 
provides that any person, or any officer, director, or partner thereof, 
who fails to comply with any provision of the HSR Act is liable to the 
United States for a civil penalty for each day during which such person 
is in violation. Pursuant to the Federal Civil Penalties Inflation 
Adjustment Act Improvements Act of 2015, Pub. L. 114-74, Sec.  701 
(further amending the Federal Civil Penalties Inflation Adjustment Act 
of 1990), and Federal Trade Commission Rule 1.98, 16 C.F.R. Sec.  1.98, 
83 Fed. Reg. 2902 (January 22, 2018), the maximum amount of civil 
penalty is currently $41,484 per day.

DEFENDANT'S PRIOR VIOLATION OF THE HSR ACT

    13. On March 10, 2010, Dolan acquired voting securities of 
Cablevision Systems Corporation (``CVC'') that resulted in holdings 
exceeding the adjusted $50 million threshold then in effect under the 
HSR Act. Although he was required to do so, Dolan did not file under 
the HSR Act prior to acquiring CVC voting securities on March 10, 2010.
    14. Subsequently, Dolan made additional acquisitions of CVC voting 
securities such that on November 30, 2010 his holdings exceeded the 
adjusted $100 million threshold then in effect under the HSR Act. 
Although he was required to do so, Dolan did not file under the HSR Act 
prior to making the acquisition of CVC voting securities on November 
30, 2010.
    15. On February 24, 2012, Dolan made a corrective filing under the 
HSR Act for the acquisitions of CVC voting securities. In a letter 
accompanying the corrective filing, Dolan acknowledged that the 
transactions were reportable under the HSR Act, but asserted that the 
failure to file and observe the waiting period was inadvertent.
    16. On May 4, 2012, the Premerger Notification Office of the 
Federal Trade Commission sent a letter to Dolan indicating that it 
would not recommend a civil penalty action regarding the March 10, 
2010, and November 30, 2010, CVC acquisitions. The letter advised, 
however, that Dolan ``still must bear responsibility for compliance 
with the Act'' and was ``accountable for instituting an effective 
program to ensure full compliance with the Act's requirements.''

DEFENDANT'S VIOLATION OF THE HSR ACT

    17. Dolan is the Executive Chairman and a Director of MSG and, as a 
result of holding these positions, frequently receives restricted stock 
units (``RSUs'') as a part of his compensation package. On August 16, 
2016, due to vesting RSUs, Dolan filed an HSR Notification for an 
acquisition of MSG voting securities that would result in holdings 
exceeding the $50 million threshold as adjusted. Early termination of 
the HSR Act's waiting period was granted on this filing on September 6, 
2016, and Dolan completed the acquisition three days later. Dolan was 
permitted under the HSR Act to acquire additional voting securities of 
MSG without making another HSR Act filing so long as he did not exceed 
the $100 million threshold, as adjusted. As of February 27, 2017, the 
adjusted $100 million threshold was $161.5 million.
    18. On September 11, 2017, Dolan acquired 591 shares of MSG due to 
vesting RSUs. As a result of this acquisition, Dolan held voting 
securities of MSG valued in excess of the $161.5 million threshold then 
in effect.
    19. Although required to do so, Dolan did not file under the HSR 
Act or observe the HSR Act's waiting period prior to completing the 
September 11, 2017, transaction.
    20. On November 24, 2017, Dolan made a corrective filing and the 
waiting period expired on December 26, 2017. Dolan was in continuous 
violation of the HSR Act from September 11, 2017, when he acquired the 
MSG voting securities valued in excess of the HSR Act's then applicable 
$100 million filing threshold, as adjusted ($161.5 million), through 
December 26, 2017, when the waiting period expired on his corrective 
filing.

REQUESTED RELIEF

WHEREFORE, Plaintiff requests:

    a. That the Court adjudge and decree that Defendant's acquisition 
of MSG voting securities on September 11, 2017, was a violation of the 
HSR Act, 15 U.S.C. Sec.  18a; and that Defendant was in violation of 
the HSR Act each day from September 11, 2017, through December 26, 
2017;
    b. That the Court order Defendant to pay to the United States an 
appropriate civil penalty as provided by the HSR Act, 15 U.S.C. Sec.  
18a(g)(1), and the Federal Civil Penalties Inflation Adjustment Act 
Improvements Act of 2015, Pub. L. 114-74, Sec.  701 (further amending 
the Federal Civil Penalties Inflation Adjustment Act of 1990), and 
Federal Trade Commission Rule 1.98, 16 C.F.R. Sec.  1.98, 83 Fed. Reg. 
2902 (January 22, 2018);
    c. That the Court order such other and further relief as the Court 
may deem just and proper; and
    d. That the Court award Plaintiff its costs of this suit.

Dated:
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FOR THE PLAINTIFF UNITED STATES OF AMERICA:

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Makin Delrahim, D.C. Bar No. 457795, Assistant Attorney General,
Department of Justice,
Antitrust Division,
Washington, D.C. 20530

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Roberta S. Baruch, D.C. Bar No. 269266,
Special Attorney.

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Kenneth A. Libby, Special Attorney.

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Jennifer Lee, Special Attorney,
Federal Trade Commission,

[[Page 64361]]

Washington, D.C. 20530,
(202) 326-2694.

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. James L. Dolan, 
Defendant.

Civil Action No. 1:18-cv-02858

[PROPOSED] FINAL JUDGMENT

    Plaintiff, the United States of America, having commenced this 
action by filing its Complaint herein for violation of Section 7A of 
the Clayton Act, 15 U.S.C. Sec.  18a, commonly known as the 
Hart[dash]Scott[dash]Rodino Antitrust Improvements Act of 1976, and 
Plaintiff and Defendant James L. Dolan, by their respective attorneys, 
having consented to the entry of this Final Judgment without trial or 
adjudication of any issue of fact or law herein, and without this Final 
Judgment constituting any evidence against or an admission by the 
Defendant with respect to any such issue:
    NOW, THEREFORE, before the taking of any testimony and without 
trial or adjudication of any issue of fact or law herein, and upon the 
consent of the parties hereto, it is hereby
    ORDERED, ADJUDGED, AND DECREED:
    The Court has jurisdiction of the subject matter of this action and 
of the Plaintiff and the Defendant. The Complaint states a claim upon 
which relief can be granted against the Defendant under Section 7A of 
the Clayton Act, 15 U.S.C. Sec.  18a.

II.

    Judgment is hereby entered in this matter in favor of Plaintiff and 
against Defendant, and, pursuant to Section 7A(g)(1) of the Clayton 
Act, 15 U.S.C. Sec.  18a(g)(1), the Debt Collection Improvement Act of 
1996, Pub. L. 104[dash]134 Sec.  31001(s) (amending the Federal Civil 
Penalties Inflation Adjustment Act of 1990, 28 U.S.C. Sec.  2461), the 
Federal Civil Penalties Inflation Adjustment Act Improvements Act of 
2015, Pub. L. 114-74 Sec.  701 (further amending the Federal Civil 
Penalties Inflation Adjustment Act of 1990), and Federal Trade 
Commission Rule 1.98, 16 C.F.R. Sec.  1.98, 82 Fed. Reg. 8135 (January 
24, 2017), Defendant is hereby ordered to pay a civil penalty in the 
amount of six hundred nine thousand eight hundred and ten dollars 
($609,810). Payment of the civil penalty ordered hereby shall be made 
by wire transfer of funds or cashier's check. If the payment is made by 
wire transfer, Defendant shall contact Janie Ingalls of the Antitrust 
Division's Antitrust Documents Group at (202) 514-2481 for instructions 
before making the transfer. If the payment is made by cashier's check, 
the check shall be made payable to the United States Department of 
Justice and delivered to: Janie Ingalls, United States Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 5th Street, 
NW, Suite 1024, Washington, D.C. 20530
    Defendant shall pay the full amount of the civil penalty within 
thirty (30) days of entry of this Final Judgment. In the event of a 
default or delay in payment, interest at the rate of eighteen (18) 
percent per annum shall accrue thereon from the date of the default or 
delay to the date of payment.

III.

    Each party shall bear its own costs of this action.

IV.

    This Final Judgment shall expire upon payment in full by the 
Defendant of the civil penalty required by Section II of this Final 
Judgment.

V.

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16, including making copies available to 
the public of this Final Judgment, the Competitive Impact Statement, 
and any comments thereon and the United States' responses to comments. 
Based upon the record before the Court, which includes the Competitive 
Impact Statement and any comments and response to comments filed with 
the Court, entry of this Final Judgment is in the public interest.
Dated:
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United States District Judge

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

United States of America, Plaintiff, v. James L. Dolan, Defendant.

Civil Action No. 1:18-cv-02858

COMPETITIVE IMPACT STATEMENT

    Plaintiff United States of America (``United States''), pursuant to 
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA''), 
15 U.S.C. Sec.  16(b)-(h), files this Competitive Impact Statement 
relating to the proposed Final Judgment submitted for entry in this 
civil antitrust proceeding.

I. NATURE AND PURPOSE OF THE PROCEEDING

    On December 6, 2018, the United States filed a Complaint against 
Defendant James L. Dolan (``Dolan''), related to Dolan's acquisitions 
of voting securities of the Madison Square Garden Company (``MSG'') in 
September 2017. The Complaint alleges that Dolan violated Section 7A of 
the Clayton Act, 15 U.S.C. Sec.  18a, commonly known as the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (the ``HSR Act''). The HSR 
Act provides that ``no person shall acquire, directly or indirectly, 
any voting securities of any person'' exceeding certain thresholds 
until that person has filed pre-acquisition notification and report 
forms with the Department of Justice and the Federal Trade Commission 
(collectively, the ``federal antitrust agencies'' or ``agencies'') and 
the post-filing waiting period has expired. 15 U.S.C. Sec.  18a(a). A 
key purpose of the notification and waiting period requirements is to 
protect consumers and competition from potentially anticompetitive 
transactions by providing the agencies an opportunity to conduct an 
antitrust review of proposed transactions before they are consummated.
    The Complaint alleges that Dolan acquired voting securities of MSG 
in excess of then-applicable statutory threshold ($161.5 million at the 
time of acquisition) without making the required pre-acquisition HSR 
Act filings with the agencies and without observing the waiting period, 
and that Dolan and MSG met the applicable statutory size of person 
thresholds.
    At the same time the Complaint was filed in the present action, the 
United States also filed a Stipulation and proposed Final Judgment that 
eliminates the need for a trial in this case. The proposed Final 
Judgment is designed to address the violation alleged in the Complaint 
and deter Dolan's HSR Act violations. Under the proposed Final 
Judgment, Dolan must pay a civil penalty to the United States in the 
amount of $609,810.
    The United States and the Defendant have stipulated that the 
proposed Final Judgment may be entered after compliance with the APPA, 
unless the United States first withdraws its consent. Entry of the 
proposed Final Judgment would terminate this case, except that the 
Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and punish violations 
thereof.

II. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION

    Dolan is the Executive Chairman and a Director of MSG and an 
investor. At all times relevant to the Complaint,

[[Page 64362]]

Dolan had sales or assets in excess of $161.5 million. At all times 
relevant to the Complaint, MSG had sales or assets in excess of $16.6 
million.
    In his roles as Executive Chairman and Director of MSG, Dolan 
frequently receives restricted stock units (``RSUs'') as a part of his 
compensation package. On August 16, 2016, due to the imminent vesting 
of RSUs, Dolan made an HSR filing for an acquisition of MSG voting 
securities that would result in holdings exceeding the adjusted $50 
million threshold then in effect. The Premerger Notification Office 
granted early termination on this filing on September 6, 2016, and 
Dolan completed the acquisition three days later. For a period of five 
years, Dolan was permitted under the HSR Act to acquire additional 
voting securities of MSG without making another HSR Act filing so long 
as he did not exceed the $100 million threshold, as adjusted. As of 
February 27, 2017, the adjusted $100 million threshold was $161.5 
million.
    On September 11, 2017, Dolan acquired 591 shares of MSG due to 
vesting RSUs. As a result of this acquisition, Dolan held voting 
securities of MSG valued in excess of the $161.5 million threshold then 
in effect. Although he was required to do so, Dolan did not file under 
the HSR Act or observe the HSR Act's waiting period prior to completing 
the September 11, 2017, transaction.
    Dolan made a corrective HSR Act filing on November 27, 2017, after 
learning that this acquisition was subject to the HSR Act's 
requirements and that he was obligated to file. The waiting period for 
that corrective filing expired on December 26, 2017.
    The Complaint further alleges that Dolan's September 2017 HSR Act 
violation was not the first time Dolan had failed to observe the HSR 
Act's notification and waiting period requirements. On March 10, 2010, 
Dolan acquired voting securities of Cablevision Systems Corporation 
(``CVC'') that resulted in holdings exceeding the adjusted $50 million 
threshold then in effect under the HSR Act. Although he was required to 
do so, Dolan did not file under the HSR Act prior to acquiring CVC 
voting securities on March 10, 2010. Subsequently, Dolan made 
additional acquisitions of CVC voting securities such that on November 
30, 2010 his holdings exceeded the adjusted $100 million threshold then 
in effect under the HSR Act. Although he was required to do so, Dolan 
did not file under the HSR Act prior to making the acquisition of CVC 
voting securities on November 30, 2010. On February 24, 2012, Dolan 
made a corrective filing under the HSR Act for the acquisitions of CVC 
voting securities, and explained in a letter accompanying the 
corrective filing that his failure to file was inadvertent. On May 4, 
2012, the Premerger Notification Office of the Federal Trade Commission 
notified Dolan by letter that it would not recommend a civil penalty 
for the violations, but advised Dolan that he was ``accountable for 
instituting an effective program to ensure full compliance with the 
Act's requirements.''

III. EXPLANATION OF THE PROPOSED FINAL JUDGMENT

    The proposed Final Judgment imposes a $609,810 civil penalty 
designed to address the violation alleged in the Complaint and deter 
the Defendant and others from violating the HSR Act. The United States 
adjusted the penalty downward from the maximum permitted under the HSR 
Act because the violation was inadvertent, the Defendant promptly self-
reported the violation after discovery, and the Defendant is willing to 
resolve the matter by consent decree and avoid prolonged investigation 
and litigation. The relief will have a beneficial effect on competition 
because the agencies will be properly notified of future acquisitions, 
in accordance with the law. At the same time, the penalty will not have 
any adverse effect on competition.

IV. REMEDIES AVAILABLE TO POTENTIAL PRIVATE LITIGANTS

    There is no private antitrust action for HSR Act violations; 
therefore, entry of the proposed Final Judgment will neither impair nor 
assist the bringing of any private antitrust action.

V. PROCEDURES AVAILABLE FOR MODIFICATION OF THE PROPOSED FINAL JUDGMENT

    The United States and the Defendant have stipulated that the 
proposed Final Judgment may be entered by the Court after compliance 
with the provisions of the APPA, provided that the United States has 
not withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding the 
proposed Final Judgment. Any person who wishes to comment should do so 
within sixty (60) days of the date of publication of this Competitive 
Impact Statement in the Federal Register, or the last date of 
publication in a newspaper of the summary of this Competitive Impact 
Statement, whichever is later. All comments received during this period 
will be considered by the United States Department of Justice, which 
remains free to withdraw its consent to the proposed Final Judgment at 
any time prior to the Court's entry of judgment. The comments and the 
response of the United States will be filed with the Court. In 
addition, comments will be posted on the U.S. Department of Justice, 
Antitrust Division's internet website and, under certain circumstances, 
published in the Federal Register. Written comments should be submitted 
to: Roberta S. Baruch, Special Attorney, United States, c/o Federal 
Trade Commission, 600 Pennsylvania Avenue, NW, CC-8407, Washington, DC 
20580, Email: [email protected]
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. ALTERNATIVES TO THE PROPOSED FINAL JUDGMENT

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against the Defendant. The 
United States is satisfied, however, that the proposed relief is an 
appropriate remedy in this matter. Given the facts of this case, 
including the Defendant's self-reporting of the violation and 
willingness to promptly settle this matter, the United States is 
satisfied that the proposed civil penalty is sufficient to address the 
violation alleged in the Complaint and to deter violations by similarly 
situated entities in the future, without the time, expense, and 
uncertainty of a full trial on the merits.

VII. STANDARD OF REVIEW UNDER THE APPA FOR THE PROPOSED FINAL JUDGMENT

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a 60-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. Sec.  16(e)(1). In making that 
determination, the court, in accordance with the statute as amended in 
2004, is required to consider:
    (A) the competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration

[[Page 64363]]

of relief sought, anticipated effects of alternative remedies actually 
considered, whether its terms are ambiguous, and any other competitive 
considerations bearing upon the adequacy of such judgment that the 
court deems necessary to a determination of whether the consent 
judgment is in the public interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and individuals 
alleging specific injury from the violations set forth in the complaint 
including consideration of the public benefit, if any, to be derived 
from a determination of the issues at trial.

15 U.S.C. Sec.  16(e)(1)(A) & (B). In considering these statutory 
factors, the court's inquiry is necessarily a limited one as the 
government is entitled to ``broad discretion to settle with the 
defendant within the reaches of the public interest.'' United States v. 
Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995); see generally 
United States v. SBC Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) 
(assessing public interest standard under the Tunney Act); United 
States v. U.S. Airways Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) 
(explaining that the ``court's inquiry is limited'' in Tunney Act 
settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 
U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that the 
court's review of a consent judgment is limited and only inquires 
``into whether the government's determination that the proposed 
remedies will cure the antitrust violations alleged in the complaint 
was reasonable, and whether the mechanism to enforce the final judgment 
are clear and manageable'').
    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations in the government's complaint, whether the decree is 
sufficiently clear, whether its enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Instead:

    [t]he balancing of competing social and political interests 
affected by a proposed antitrust consent decree must be left, in the 
first instance, to the discretion of the Attorney General. The 
court's role in protecting the public interest is one of insuring 
that the government has not breached its duty to the public in 
consenting to the decree. The court is required to determine not 
whether a particular decree is the one that will best serve society, 
but whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\1\

    \1\ See also BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); United States v. Gillette Co., 
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the 
court is constrained to ``look at the overall picture not 
hypercritically, nor with a microscope, but with an artist's 
reducing glass'').
---------------------------------------------------------------------------

    In determining whether a proposed settlement is in the public 
interest, a district court ``must accord deference to the government's 
predictions about the efficacy of its remedies, and may not require 
that the remedies perfectly match the alleged violations.'' SBC 
Commc'ns, 489 F. Supp. 2d at 17; see also U.S. Airways, 38 F. Supp. 3d 
at 74-75 (noting that a court should not reject the proposed remedies 
because it believes others are preferable and that room must be made 
for the government to grant concessions in the negotiation process for 
settlements); Microsoft, 56 F.3d at 1461 (noting the need for courts to 
be ``deferential to the government's predictions as to the effect of 
the proposed remedies''); United States v. Archer-Daniels-Midland Co., 
272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that the court should grant 
``due respect to the government's prediction as to the effect of 
proposed remedies, its perception of the market structure, and its 
views of the nature of the case''). The ultimate question is whether 
``the remedies [obtained in the decree are] so inconsonant with the 
allegations charged as to fall outside of the `reaches of the public 
interest.''' Microsoft, 56 F.3d at 1461 (quoting United States v. 
Western Elec. Co., 900 F.2d 283, 309 (D.C. Cir. 1990)). To meet this 
standard, the United States ``need only provide a factual basis for 
concluding that the settlements are reasonably adequate remedies for 
the alleged harms.'' SBC Commc'ns, 489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the government's decisions 
such that its conclusions regarding the proposed settlements are 
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``the `public 
interest' is not to be measured by comparing the violations alleged in 
the complaint against those the court believes could have, or even 
should have, been alleged''). Because the ``court's authority to review 
the decree depends entirely on the government's exercising its 
prosecutorial discretion by bringing a case in the first place,'' it 
follows that ``the court is only authorized to review the decree 
itself,'' and not to ``effectively redraft the complaint'' to inquire 
into other matters that the United States did not pursue. Microsoft, 56 
F.3d at 1459-60. As a court in this district confirmed in SBC 
Communications, courts ``cannot look beyond the complaint in making the 
public interest determination unless the complaint is drafted so 
narrowly as to make a mockery of judicial power.'' SBC Commc'ns, 489 F. 
Supp. 2d at 15.
    In its 2004 amendments,\2\ Congress made clear its intent to 
preserve the practical benefits of utilizing consent decrees in 
antitrust enforcement, adding the unambiguous instruction that 
``[n]othing in this section shall be construed to require the court to 
conduct an evidentiary hearing or to require the court to permit anyone 
to intervene.'' 15 U.S.C. Sec.  16(e)(2); see also U.S. Airways, 38 F. 
Supp. 3d at 76 (indicating that a court is not required to hold an 
evidentiary hearing or to permit intervenors as part of its review 
under the Tunney Act). This language explicitly wrote into the statute 
what Congress intended when it first enacted the Tunney Act in 1974. As 
Senator Tunney explained: ``[t]he court is nowhere compelled to go to 
trial or to engage in extended proceedings which might have the effect 
of vitiating the benefits of prompt and less costly settlement through 
the consent decree process.'' 119 Cong. Rec. 24,598 (1973)

[[Page 64364]]

(statement of Sen. Tunney). Rather, the procedure for the public 
interest determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11. A court can make its public interest 
determination based on the competitive impact statement and response to 
public comments alone. U.S. Airways, 38 F. Supp. 3d at 76. See also 
United States v. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 2000) 
(noting that the ``Tunney Act expressly allows the court to make its 
public interest determination on the basis of the competitive impact 
statement and response to comments alone''); S. Rep. No. 93-298 93d 
Cong., 1st Sess., at 6 (1973) (``Where the public interest can be 
meaningfully evaluated simply on the basis of briefs and oral 
arguments, that is the approach that should be utilized.'').
---------------------------------------------------------------------------

    \2\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for a court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
Sec.  16(e) (2004), with 15 U.S.C. Sec.  16(e)(1) (2006); see also 
SBC Commc'ns, 489 F. Supp. 2d at 11 (concluding that the 2004 
amendments ``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

VIII. DETERMINATIVE DOCUMENTS

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.
Date: December 6, 2018 Respectfully submitted,
    _____
    Kenneth A. Libby
    Special Attorney
    U.S. Department of Justice
    Antitrust Division
    c/o Federal Trade Commission
    600 Pennsylvania Avenue, NW
    Washington, DC 20580
    Phone: (202) 326-2694
    Email: [email protected]

[FR Doc. 2018-27055 Filed 12-13-18; 8:45 am]
 BILLING CODE 6750-01-P
Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 64359

programs, personnel, and operations of Public comment is invited within 60 and entry of the Final Judgment in this
the Commission including under 5 days of the date of this notice. Such District.
U.S.C. Appendix 3; or (ii) by U.S. comments, including the name of the
THE DEFENDANT
government employees and contract submitter, and responses thereto, will be
personnel,2 solely for cybersecurity posted on the Antitrust Division’s 4. Defendant Dolan is a natural person
purposes. All nonconfidential written website, filed with the Court, and, under with his principal office and place of
submissions will be available for public certain circumstances, published in the business at Two Penn Plaza, New York,
inspection at the Office of the Secretary Federal Register. Comments should be NY 10121. Dolan is engaged in
and on EDIS.3 directed to Roberta S. Baruch, Special commerce, or in activities affecting
This action is taken under the Attorney, United States, c/o Federal commerce, within the meaning of
authority of section 337 of the Tariff Act Trade Commission, 600 Pennsylvania Section 1 of the Clayton Act, 15 U.S.C.
of 1930, as amended (19 U.S.C. 1337), Avenue NW, CC–8416, Washington, DC § 12, and Section 7A(a)(1) of the Clayton
and of §§ 201.10 and 210.8(c) of the 20580 (telephone: 202–326–2861; Act, 15 U.S.C. § 18a(a)(1). At all times
Commission’s Rules of Practice and e-mail: rbaruch@ftc.gov). relevant to this complaint, Dolan had
Procedure (19 CFR 201.10, 210.8(c)). sales or assets in excess of $161.5
Patricia A. Brink, million.
By order of the Commission.
Director of Civil Enforcement.
Issued: December 10, 2018. OTHER ENTITY
Lisa Barton, United States District Court for the 5. MSG is a corporation organized
Secretary to the Commission. District of Columbia under the laws of Delaware with its
[FR Doc. 2018–27087 Filed 12–13–18; 8:45 am] United States of America, c/o Department principal place of business at Two Penn
BILLING CODE 7020–02–P of Justice, Plaza, New York, NY 10121. MSG is
Washington, D.C. 20530, Plaintiff, v. James L. engaged in commerce, or in activities
Dolan, c/o The Madison Square Garden affecting commerce, within the meaning
Company, Two Penn Plaza, New York, NY of Section 1 of the Clayton Act, 15
DEPARTMENT OF JUSTICE 10121, Defendant.
U.S.C. § 12, and Section 7A(a)(1) of the
Civil Action No. 1:18-cv-02858 Clayton Act, 15 U.S.C. § 18a(a)(1). At all
Antitrust Division
COMPLAINT FOR CIVIL PENALTIES times relevant to this complaint, MSG
United States v. James Dolan; FOR FAILURE TO COMPLY WITH THE had sales or assets in excess of $16.6
Proposed Final Judgment and PREMERGER REPORTING AND million.
Competitive Impact Statement WAITING REQUIREMENTS OF THE THE HART-SCOTT-RODINO ACT AND
Notice is hereby given pursuant to the HART-SCOTT RODINO ACT RULES
Antitrust Procedures and Penalties Act, The United States of America, 6. The HSR Act requires certain
15 U.S.C. 16(b)–(h), that a proposed Plaintiff, by its attorneys, acting under acquiring persons and certain persons
Final Judgment, Stipulation, and the direction of the Attorney General of whose voting securities or assets are
Competitive Impact Statement have the United States and at the request of acquired to file notifications with the
been filed with the United States the Federal Trade Commission, brings Department of Justice and the Federal
District Court for the District of this civil antitrust action to obtain Trade Commission (collectively, the
Columbia in United States of America v. monetary relief in the form of civil ‘‘federal antitrust agencies’’) and to
James Dolan, Civil Action No. 1:18–cv– penalties against Defendant James L. observe a waiting period before
02858. On December 6, 2018, the United Dolan (‘‘Dolan’’). Plaintiff alleges as consummating certain acquisitions of
States filed a Complaint alleging that follows: voting securities or assets. 15 U.S.C.
James Dolan violated the notice and § 18a(a) and (b). These notification and
waiting period requirements of the Hart- NATURE OF THE ACTION
waiting period requirements apply to
Scott-Rodino Antitrust Improvements 1. Dolan violated the notice and acquisitions that meet the HSR Act’s
Act of 1976, 15 U.S.C. 18a, with respect waiting period requirements of the Hart- thresholds, which have been adjusted
to his acquisition of voting securities of Scott-Rodino Antitrust Improvements annually since 2004. The size of
Madison Square Garden Company. The Act of 1976, 15 U.S.C. § 18a (‘‘HSR Act’’ transaction threshold is $50 million, as
proposed Final Judgment, filed at the or ‘‘Act’’), with respect to the adjusted ($80.8 million for most of
same time as the Complaint, requires acquisition of voting securities of the 2017). In addition, there is a separate
James Dolan to pay a civil penalty of Madison Square Garden Company filing requirement for transactions in
$609,810. (‘‘MSG’’) in 2017. which the acquirer will hold voting
Copies of the Complaint, proposed
JURISDICTION AND VENUE securities in excess of $100 million, as
Final Judgment, and Competitive Impact
adjusted ($161.5 million in 2017), and
Statement are available for inspection 2. This Court has jurisdiction over the for transactions in which the acquirer
on the Antitrust Division’s website at subject matter of this action pursuant to will hold voting securities in excess of
http://www.justice.gov/atr and at the Section 7A(g) of the Clayton Act, 15 $500 million, as adjusted ($807.5
Office of the Clerk of the United States U.S.C. § 18a(g), and pursuant to 28 million in 2017). With respect to the
District Court for the District of U.S.C. §§ 1331, 1337(a), 1345, and 1355 size of person thresholds, the HSR Act
Columbia. Copies of these materials may and over the Defendant by virtue of requires one person involved in the
be obtained from the Antitrust Division Defendant’s consent, in the Stipulation transaction to have sales or assets in
amozie on DSK3GDR082PROD with NOTICES1

upon request and payment of the relating hereto, to the maintenance of excess of $10 million, as adjusted ($16.6
copying fee set by Department of Justice this action and entry of the Final million in 2017), and the other person
regulations. Judgment in this District. to have sales or assets in excess of $100
2 All contract personnel will sign appropriate
3. Venue is properly based in this million, as adjusted ($161.5 million in
nondisclosure agreements. District by virtue of Defendant’s 2017).
3 Electronic Document Information System consent, in the Stipulation relating 7. The HSR Act’s notification and
(EDIS): https://edis.usitc.gov. hereto, to the maintenance of this action waiting period requirements are

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intended to give the federal antitrust effect under the HSR Act. Although he 19. Although required to do so, Dolan
agencies prior notice of, and was required to do so, Dolan did not file did not file under the HSR Act or
information about, proposed under the HSR Act prior to acquiring observe the HSR Act’s waiting period
transactions. The waiting period is also CVC voting securities on March 10, prior to completing the September 11,
intended to provide the federal antitrust 2010. 2017, transaction.
agencies with an opportunity to 14. Subsequently, Dolan made 20. On November 24, 2017, Dolan
investigate a proposed transaction and additional acquisitions of CVC voting made a corrective filing and the waiting
to determine whether to seek an securities such that on November 30, period expired on December 26, 2017.
injunction to prevent the consummation 2010 his holdings exceeded the adjusted Dolan was in continuous violation of
of a transaction that may violate the $100 million threshold then in effect the HSR Act from September 11, 2017,
antitrust laws. under the HSR Act. Although he was when he acquired the MSG voting
8. Pursuant to Section (d)(2) of the required to do so, Dolan did not file securities valued in excess of the HSR
HSR Act, 15 U.S.C. § 18a(d)(2), rules under the HSR Act prior to making the Act’s then applicable $100 million filing
were promulgated to carry out the acquisition of CVC voting securities on threshold, as adjusted ($161.5 million),
purposes of the HSR Act. 16 C.F.R. November 30, 2010. through December 26, 2017, when the
§§ 801–03 (‘‘HSR Rules’’). The HSR 15. On February 24, 2012, Dolan made waiting period expired on his corrective
Rules, among other things, define terms a corrective filing under the HSR Act for filing.
contained in the HSR Act. the acquisitions of CVC voting
9. Pursuant to section 801.13(a)(1) of REQUESTED RELIEF
securities. In a letter accompanying the
the HSR Rules, 16 C.F.R. § 801.13(a)(1), corrective filing, Dolan acknowledged WHEREFORE, Plaintiff requests:
‘‘all voting securities of [an] issuer
that the transactions were reportable a. That the Court adjudge and decree
which will be held by the acquiring
under the HSR Act, but asserted that the that Defendant’s acquisition of MSG
person after the consummation of an
failure to file and observe the waiting voting securities on September 11, 2017,
acquisition’’—including any held before
period was inadvertent. was a violation of the HSR Act, 15
the acquisition—are deemed held ‘‘as a
16. On May 4, 2012, the Premerger U.S.C. § 18a; and that Defendant was in
result of’’ the acquisition at issue.
10. Pursuant to sections 801.13(a)(2) Notification Office of the Federal Trade violation of the HSR Act each day from
and 801.10(c)(1) of the HSR Rules, 16 Commission sent a letter to Dolan September 11, 2017, through December
C.F.R. § 801.13(a)(2) and § 801.10(c)(1), indicating that it would not recommend 26, 2017;
the value of voting securities already a civil penalty action regarding the b. That the Court order Defendant to
held is the market price, defined to be March 10, 2010, and November 30, pay to the United States an appropriate
the lowest closing price within 45 days 2010, CVC acquisitions. The letter civil penalty as provided by the HSR
prior to the subsequent acquisition. advised, however, that Dolan ‘‘still must Act, 15 U.S.C. § 18a(g)(1), and the
11. Section 802.21 of the HSR Rules, bear responsibility for compliance with Federal Civil Penalties Inflation
16 C.F.R. § 802.21, provides that once a the Act’’ and was ‘‘accountable for Adjustment Act Improvements Act of
person has filed under the HSR Act and instituting an effective program to 2015, Pub. L. 114–74, § 701 (further
the waiting period has expired, the ensure full compliance with the Act’s amending the Federal Civil Penalties
person can acquire additional voting requirements.’’ Inflation Adjustment Act of 1990), and
securities of the issuer without making DEFENDANT’S VIOLATION OF THE Federal Trade Commission Rule 1.98, 16
a new filing for five years from the HSR ACT C.F.R. § 1.98, 83 Fed. Reg. 2902 (January
expiration of the waiting period, so long 22, 2018);
as the holdings do not exceed a higher 17. Dolan is the Executive Chairman c. That the Court order such other and
threshold than was indicated in the and a Director of MSG and, as a result further relief as the Court may deem just
filing. of holding these positions, frequently and proper; and
12. Section 7A(g)(1) of the Clayton receives restricted stock units (‘‘RSUs’’) d. That the Court award Plaintiff its
Act, 15 U.S.C. § 18a(g)(1), provides that as a part of his compensation package. costs of this suit.
any person, or any officer, director, or On August 16, 2016, due to vesting
Dated:
partner thereof, who fails to comply RSUs, Dolan filed an HSR Notification lllllllllllllllllllll
with any provision of the HSR Act is for an acquisition of MSG voting FOR THE PLAINTIFF UNITED STATES
liable to the United States for a civil securities that would result in holdings OF AMERICA:
penalty for each day during which such exceeding the $50 million threshold as
lllllllllllllllllllll
person is in violation. Pursuant to the adjusted. Early termination of the HSR
Makin Delrahim,
Federal Civil Penalties Inflation Act’s waiting period was granted on this
D.C. Bar No. 457795,
Adjustment Act Improvements Act of filing on September 6, 2016, and Dolan
Assistant Attorney General,
2015, Pub. L. 114–74, § 701 (further completed the acquisition three days
later. Dolan was permitted under the Department of Justice,
amending the Federal Civil Penalties Antitrust Division,
Inflation Adjustment Act of 1990), and HSR Act to acquire additional voting
securities of MSG without making Washington, D.C. 20530
Federal Trade Commission Rule 1.98, 16
another HSR Act filing so long as he did lllllllllllllllllllll
C.F.R. § 1.98, 83 Fed. Reg. 2902 (January
not exceed the $100 million threshold, Roberta S. Baruch,
22, 2018), the maximum amount of civil
as adjusted. As of February 27, 2017, the D.C. Bar No. 269266,
penalty is currently $41,484 per day.
adjusted $100 million threshold was Special Attorney.
amozie on DSK3GDR082PROD with NOTICES1

DEFENDANT’S PRIOR VIOLATION OF $161.5 million. lllllllllllllllllllll
THE HSR ACT 18. On September 11, 2017, Dolan Kenneth A. Libby,
13. On March 10, 2010, Dolan acquired 591 shares of MSG due to Special Attorney.
acquired voting securities of Cablevision vesting RSUs. As a result of this lllllllllllllllllllll
Systems Corporation (‘‘CVC’’) that acquisition, Dolan held voting securities Jennifer Lee,
resulted in holdings exceeding the of MSG valued in excess of the $161.5 Special Attorney,
adjusted $50 million threshold then in million threshold then in effect. Federal Trade Commission,

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Washington, D.C. 20530, instructions before making the transfer. related to Dolan’s acquisitions of voting
(202) 326–2694. If the payment is made by cashier’s securities of the Madison Square Garden
United States District Court for the check, the check shall be made payable Company (‘‘MSG’’) in September 2017.
District of Columbia to the United States Department of The Complaint alleges that Dolan
Justice and delivered to: Janie Ingalls, violated Section 7A of the Clayton Act,
United States of America, Plaintiff, v. United States Department of Justice, 15 U.S.C. § 18a, commonly known as
James L. Dolan, Defendant. Antitrust Division, Antitrust Documents the Hart-Scott-Rodino Antitrust
Civil Action No. 1:18-cv-02858 Group, 450 5th Street, NW, Suite 1024, Improvements Act of 1976 (the ‘‘HSR
[PROPOSED] FINAL JUDGMENT Washington, D.C. 20530 Act’’). The HSR Act provides that ‘‘no
Defendant shall pay the full amount person shall acquire, directly or
Plaintiff, the United States of of the civil penalty within thirty (30) indirectly, any voting securities of any
America, having commenced this action days of entry of this Final Judgment. In person’’ exceeding certain thresholds
by filing its Complaint herein for the event of a default or delay in until that person has filed pre-
violation of Section 7A of the Clayton payment, interest at the rate of eighteen acquisition notification and report forms
Act, 15 U.S.C. § 18a, commonly known (18) percent per annum shall accrue with the Department of Justice and the
as the Hart-Scott-Rodino Antitrust thereon from the date of the default or Federal Trade Commission (collectively,
Improvements Act of 1976, and Plaintiff delay to the date of payment. the ‘‘federal antitrust agencies’’ or
and Defendant James L. Dolan, by their ‘‘agencies’’) and the post-filing waiting
respective attorneys, having consented III.
period has expired. 15 U.S.C. § 18a(a). A
to the entry of this Final Judgment Each party shall bear its own costs of key purpose of the notification and
without trial or adjudication of any this action. waiting period requirements is to
issue of fact or law herein, and without protect consumers and competition
this Final Judgment constituting any IV.
from potentially anticompetitive
evidence against or an admission by the This Final Judgment shall expire transactions by providing the agencies
Defendant with respect to any such upon payment in full by the Defendant an opportunity to conduct an antitrust
issue: of the civil penalty required by Section review of proposed transactions before
NOW, THEREFORE, before the taking II of this Final Judgment. they are consummated.
of any testimony and without trial or
V. The Complaint alleges that Dolan
adjudication of any issue of fact or law
acquired voting securities of MSG in
herein, and upon the consent of the Entry of this Final Judgment is in the
excess of then-applicable statutory
parties hereto, it is hereby public interest. The parties have
ORDERED, ADJUDGED, AND threshold ($161.5 million at the time of
complied with the requirements of the
DECREED: acquisition) without making the
Antitrust Procedures and Penalties Act,
The Court has jurisdiction of the required pre-acquisition HSR Act filings
15 U.S.C. § 16, including making copies
subject matter of this action and of the with the agencies and without observing
available to the public of this Final
Plaintiff and the Defendant. The the waiting period, and that Dolan and
Judgment, the Competitive Impact
Complaint states a claim upon which MSG met the applicable statutory size of
Statement, and any comments thereon
relief can be granted against the person thresholds.
and the United States’ responses to
Defendant under Section 7A of the comments. Based upon the record At the same time the Complaint was
Clayton Act, 15 U.S.C. § 18a. before the Court, which includes the filed in the present action, the United
Competitive Impact Statement and any States also filed a Stipulation and
II. proposed Final Judgment that
comments and response to comments
Judgment is hereby entered in this filed with the Court, entry of this Final eliminates the need for a trial in this
matter in favor of Plaintiff and against Judgment is in the public interest. case. The proposed Final Judgment is
Defendant, and, pursuant to Section Dated: designed to address the violation
7A(g)(1) of the Clayton Act, 15 U.S.C. lllllllllllllllllllll alleged in the Complaint and deter
§ 18a(g)(1), the Debt Collection United States District Judge Dolan’s HSR Act violations. Under the
Improvement Act of 1996, Pub. L. proposed Final Judgment, Dolan must
104-134 § 31001(s) (amending the UNITED STATES DISTRICT COURT pay a civil penalty to the United States
Federal Civil Penalties Inflation FOR THE DISTRICT OF COLUMBIA in the amount of $609,810.
Adjustment Act of 1990, 28 U.S.C. United States of America, Plaintiff, v. James The United States and the Defendant
§ 2461), the Federal Civil Penalties L. Dolan, Defendant. have stipulated that the proposed Final
Inflation Adjustment Act Improvements Civil Action No. 1:18-cv-02858 Judgment may be entered after
Act of 2015, Pub. L. 114–74 § 701 compliance with the APPA, unless the
(further amending the Federal Civil COMPETITIVE IMPACT STATEMENT United States first withdraws its
Penalties Inflation Adjustment Act of Plaintiff United States of America consent. Entry of the proposed Final
1990), and Federal Trade Commission (‘‘United States’’), pursuant to Section Judgment would terminate this case,
Rule 1.98, 16 C.F.R. § 1.98, 82 Fed. Reg. 2(b) of the Antitrust Procedures and except that the Court would retain
8135 (January 24, 2017), Defendant is Penalties Act (‘‘APPA’’), 15 U.S.C. jurisdiction to construe, modify, or
hereby ordered to pay a civil penalty in § 16(b)-(h), files this Competitive Impact enforce the provisions of the proposed
the amount of six hundred nine Statement relating to the proposed Final Final Judgment and punish violations
thousand eight hundred and ten dollars Judgment submitted for entry in this thereof.
amozie on DSK3GDR082PROD with NOTICES1

($609,810). Payment of the civil penalty civil antitrust proceeding. II. DESCRIPTION OF THE EVENTS
ordered hereby shall be made by wire
I. NATURE AND PURPOSE OF THE GIVING RISE TO THE ALLEGED
transfer of funds or cashier’s check. If
PROCEEDING VIOLATION
the payment is made by wire transfer,
Defendant shall contact Janie Ingalls of On December 6, 2018, the United Dolan is the Executive Chairman and
the Antitrust Division’s Antitrust States filed a Complaint against a Director of MSG and an investor. At
Documents Group at (202) 514–2481 for Defendant James L. Dolan (‘‘Dolan’’), all times relevant to the Complaint,

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Dolan had sales or assets in excess of under the HSR Act for the acquisitions Federal Register, or the last date of
$161.5 million. At all times relevant to of CVC voting securities, and explained publication in a newspaper of the
the Complaint, MSG had sales or assets in a letter accompanying the corrective summary of this Competitive Impact
in excess of $16.6 million. filing that his failure to file was Statement, whichever is later. All
In his roles as Executive Chairman inadvertent. On May 4, 2012, the comments received during this period
and Director of MSG, Dolan frequently Premerger Notification Office of the will be considered by the United States
receives restricted stock units (‘‘RSUs’’) Federal Trade Commission notified Department of Justice, which remains
as a part of his compensation package. Dolan by letter that it would not free to withdraw its consent to the
On August 16, 2016, due to the recommend a civil penalty for the proposed Final Judgment at any time
imminent vesting of RSUs, Dolan made violations, but advised Dolan that he prior to the Court’s entry of judgment.
an HSR filing for an acquisition of MSG was ‘‘accountable for instituting an The comments and the response of the
voting securities that would result in effective program to ensure full United States will be filed with the
holdings exceeding the adjusted $50 compliance with the Act’s Court. In addition, comments will be
million threshold then in effect. The requirements.’’ posted on the U.S. Department of
Premerger Notification Office granted Justice, Antitrust Division’s internet
early termination on this filing on III. EXPLANATION OF THE
website and, under certain
September 6, 2016, and Dolan PROPOSED FINAL JUDGMENT
circumstances, published in the Federal
completed the acquisition three days The proposed Final Judgment Register. Written comments should be
later. For a period of five years, Dolan imposes a $609,810 civil penalty submitted to: Roberta S. Baruch, Special
was permitted under the HSR Act to designed to address the violation Attorney, United States, c/o Federal
acquire additional voting securities of alleged in the Complaint and deter the Trade Commission, 600 Pennsylvania
MSG without making another HSR Act Defendant and others from violating the Avenue, NW, CC–8407, Washington, DC
filing so long as he did not exceed the HSR Act. The United States adjusted the 20580, Email: rbaruch@ftc.gov
$100 million threshold, as adjusted. As penalty downward from the maximum The proposed Final Judgment
of February 27, 2017, the adjusted $100 permitted under the HSR Act because provides that the Court retains
million threshold was $161.5 million. the violation was inadvertent, the jurisdiction over this action, and the
On September 11, 2017, Dolan Defendant promptly self-reported the parties may apply to the Court for any
acquired 591 shares of MSG due to violation after discovery, and the order necessary or appropriate for the
vesting RSUs. As a result of this Defendant is willing to resolve the modification, interpretation, or
acquisition, Dolan held voting securities matter by consent decree and avoid enforcement of the Final Judgment.
of MSG valued in excess of the $161.5 prolonged investigation and litigation.
million threshold then in effect. VI. ALTERNATIVES TO THE
The relief will have a beneficial effect
Although he was required to do so, PROPOSED FINAL JUDGMENT
on competition because the agencies
Dolan did not file under the HSR Act or will be properly notified of future The United States considered, as an
observe the HSR Act’s waiting period acquisitions, in accordance with the alternative to the proposed Final
prior to completing the September 11, law. At the same time, the penalty will Judgment, a full trial on the merits
2017, transaction. not have any adverse effect on against the Defendant. The United
Dolan made a corrective HSR Act competition. States is satisfied, however, that the
filing on November 27, 2017, after proposed relief is an appropriate
learning that this acquisition was IV. REMEDIES AVAILABLE TO remedy in this matter. Given the facts of
subject to the HSR Act’s requirements POTENTIAL PRIVATE LITIGANTS this case, including the Defendant’s self-
and that he was obligated to file. The There is no private antitrust action for reporting of the violation and
waiting period for that corrective filing HSR Act violations; therefore, entry of willingness to promptly settle this
expired on December 26, 2017. the proposed Final Judgment will matter, the United States is satisfied that
The Complaint further alleges that neither impair nor assist the bringing of the proposed civil penalty is sufficient
Dolan’s September 2017 HSR Act any private antitrust action. to address the violation alleged in the
violation was not the first time Dolan Complaint and to deter violations by
had failed to observe the HSR Act’s V. PROCEDURES AVAILABLE FOR
similarly situated entities in the future,
notification and waiting period MODIFICATION OF THE PROPOSED
without the time, expense, and
requirements. On March 10, 2010, Dolan FINAL JUDGMENT
uncertainty of a full trial on the merits.
acquired voting securities of Cablevision The United States and the Defendant
Systems Corporation (‘‘CVC’’) that have stipulated that the proposed Final VII. STANDARD OF REVIEW UNDER
resulted in holdings exceeding the Judgment may be entered by the Court THE APPA FOR THE PROPOSED
adjusted $50 million threshold then in after compliance with the provisions of FINAL JUDGMENT
effect under the HSR Act. Although he the APPA, provided that the United The Clayton Act, as amended by the
was required to do so, Dolan did not file States has not withdrawn its consent. APPA, requires that proposed consent
under the HSR Act prior to acquiring The APPA conditions entry upon the judgments in antitrust cases brought by
CVC voting securities on March 10, Court’s determination that the proposed the United States be subject to a 60-day
2010. Subsequently, Dolan made Final Judgment is in the public interest. comment period, after which the court
additional acquisitions of CVC voting The APPA provides a period of at shall determine whether entry of the
securities such that on November 30, least sixty (60) days preceding the proposed Final Judgment ‘‘is in the
2010 his holdings exceeded the adjusted effective date of the proposed Final public interest.’’ 15 U.S.C. § 16(e)(1). In
amozie on DSK3GDR082PROD with NOTICES1

$100 million threshold then in effect Judgment within which any person may making that determination, the court, in
under the HSR Act. Although he was submit to the United States written accordance with the statute as amended
required to do so, Dolan did not file comments regarding the proposed Final in 2004, is required to consider:
under the HSR Act prior to making the Judgment. Any person who wishes to (A) the competitive impact of such
acquisition of CVC voting securities on comment should do so within sixty (60) judgment, including termination of
November 30, 2010. On February 24, days of the date of publication of this alleged violations, provisions for
2012, Dolan made a corrective filing Competitive Impact Statement in the enforcement and modification, duration

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64364 Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices

(statement of Sen. Tunney). Rather, the _____ Register Representative/DPW, 8701
procedure for the public interest Kenneth A. Libby Morrissette Drive, Springfield, Virginia
determination is left to the discretion of Special Attorney 22152.
the court, with the recognition that the U.S. Department of Justice
court’s ‘‘scope of review remains Antitrust Division SUPPLEMENTARY INFORMATION: The
sharply proscribed by precedent and the c/o Federal Trade Commission Attorney General has delegated his
nature of Tunney Act proceedings.’’ 600 Pennsylvania Avenue, NW authority under the Controlled
SBC Commc’ns, 489 F. Supp. 2d at 11. Washington, DC 20580 Substances Act to the Administrator of
A court can make its public interest Phone: (202) 326–2694 the Drug Enforcement Administration
determination based on the competitive Email: klibby@ftc.gov
(DEA), 28 CFR 0.100(b). Authority to
impact statement and response to public [FR Doc. 2018–27055 Filed 12–13–18; 8:45 am] exercise all necessary functions with
comments alone. U.S. Airways, 38 F. BILLING CODE 6750–01–P respect to the promulgation and
Supp. 3d at 76. See also United States implementation of 21 CFR part 1301,
v. Enova Corp., 107 F. Supp. 2d 10, 17 incident to the registration of
(D.D.C. 2000) (noting that the ‘‘Tunney DEPARTMENT OF JUSTICE
manufacturers, distributors, dispensers,
Act expressly allows the court to make importers, and exporters of controlled
its public interest determination on the Drug Enforcement Administration
substances (other than final orders in
basis of the competitive impact [Docket No. DEA–392]
connection with suspension, denial, or
statement and response to comments
Bulk Manufacturer of Controlled revocation of registration) has been
alone’’); S. Rep. No. 93–298 93d Cong.,
1st Sess., at 6 (1973) (‘‘Where the public Substances Application: Usona redelegated to the Assistant
interest can be meaningfully evaluated Institute Administrator of the DEA Diversion
simply on the basis of briefs and oral Control Division (‘‘Assistant
arguments, that is the approach that ACTION: Notice of application. Administrator’’) pursuant to section 7 of
should be utilized.’’). 28 CFR part 0, appendix to subpart R.
DATES: Registered bulk manufacturers of
VIII. DETERMINATIVE DOCUMENTS In accordance with 21 CFR
the affected basic classes, and
applicants therefore, may file written 1301.33(a), this is notice that on October
There are no determinative materials 31, 2018, Usona Institute, 2800 Woods
or documents within the meaning of the comments on or objections to the
issuance of the proposed registration on Hollow Road, Madison, Wisconsin
APPA that were considered by the
or before February 12, 2019. 53711 applied to be registered as a bulk
United States in formulating the
ADDRESSES: Written comments should
manufacturer of the following basic
proposed Final Judgment.
Date: December 6, 2018 Respectfully be sent to: Drug Enforcement classes of controlled substances:
submitted, Administration, Attention: DEA Federal

Controlled substance Drug code Schedule

5-Methoxy-N-N-dimethyltryptamine ................................................................................................................................. 7431 I
Dimethyltryptamine .......................................................................................................................................................... 7435 I

The institute plans to manufacture the January 14, 2019. Such persons may importation of a controlled substance in
listed controlled substances also file a written request for a hearing schedule I or II, provide manufacturers
synthetically in bulk for use in institute- on the application for registration and holding registrations for the bulk
sponsored research. for authorization to import on or before manufacture of the substance an
Dated: December 4, 2018. January 14, 2019. opportunity for a hearing. Additionally,
John J. Martin, pursuant to 21 CFR 1301.34(a), the
ADDRESSES: Written comments should
Administrator of the Drug Enforcement
Assistant Administrator. be sent to: Drug Enforcement
Administration (DEA) shall, upon the
[FR Doc. 2018–27132 Filed 12–13–18; 8:45 am] Administration, Attention: DEA Federal
filing of an application for registration
BILLING CODE 4410–09–P Register Representative/DPW, 8701
to import a controlled substance in
Morrissette Drive, Springfield, Virginia
schedule I or II under 21 U.S.C.
22152. All requests for hearing must be 952(a)(2)(B), provide notice and the
DEPARTMENT OF JUSTICE sent to: Drug Enforcement opportunity to request a hearing to
Administration, Attn: Administrator, manufacturers holding registrations for
Drug Enforcement Administration 8701 Morrissette Drive, Springfield, the bulk manufacture of the substance
[Docket No. DEA–392] Virginia 22152. All requests for hearing and to applicants for such registrations.
should also be sent to: (1) Drug The Attorney General has delegated
Importer of Controlled Substances Enforcement Administration, Attn: his authority under the Controlled
Application: Arizona Department of Hearing Clerk/OALJ, 8701 Morrissette Substances Act,1 including the
Corrections Drive, Springfield, Virginia 22152; and provisions codified at 21 U.S.C. 952 and
(2) Drug Enforcement Administration,
ACTION: Notice of application.
amozie on DSK3GDR082PROD with NOTICES1

Attn: DEA Federal Register 1 The provisions of federal law relating to the

Representative/DPW, 8701 Morrissette import and export of controlled substances—those
DATES: Registered bulk manufacturers of found in 21 U.S.C. 951 through 971—are more
Drive, Springfield, Virginia 22152.
the affected basic class, and applicants precisely referred to as the Controlled Substances
therefore, may file written comments on SUPPLEMENTARY INFORMATION: Pursuant Import and Export Act. However, federal courts and
DEA often use the term ‘‘Controlled Substances
or objections to the issuance of the to 21 U.S.C. 958(i), the Attorney General Act’’ to refer collectively to all provisions from 21
proposed registration or the proposed shall, prior to issuing a regulation under U.S.C. 801 through 971 and, for ease of exposition,
authorization to import on or before 21 U.S.C. 952(a)(2)(B) authorizing the this document will do likewise.

VerDate Sep<11>2014 16:57 Dec 13, 2018 Jkt 247001 PO 00000 Frm 00054 Fmt 4703 Sfmt 4703 E:\FR\FM\14DEN1.SGM 14DEN1
Document Created: 2018-12-14 03:49:53
Document Modified: 2018-12-14 03:49:53
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Dates		December 6, 2018 Respectfully submitted,
FR Citation		83 FR 64359
83 FR 64359 - United States v. James Dolan; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICEAntitrust Division

Federal Register Volume 83, Issue 240 (December 14, 2018)

DEPARTMENT OF JUSTICE
Antitrust Division
