Corporate & Securities Law

FTC Obtains Conduct Consent Decree To Remedy Harm to Competition from Talx’ Acquisitions of Nearly All Competitors

By Matthew S. Wild

On April 30, 2008, the FTC obtained a consent decree against Talx Corporation for violating Section 7 of the Clayton Act. With $270 million in revenue last year, Talx Corporation is the leading provider of outsourced unemployment compensation management (”UCM”) and outsourced verification of income and employment services (”VOIE”). In 2002, Talx was the leader in the VOIE market and began a series of acquisitions in the VOIE and UCM markets that gave Talx market power. The Complaint alleged relevant markets of VOIE and UCM services and simply alleged that the markets were “highly concentrated and the consummated acquisitions increased concentration substantially.” The Complaint also challeged Talx’ alliance agreements in which ADP, Convergys and Ceridian outsource their VOIE and UCM to Talx. Although the preferred remedy is divestiture, the Consent Decree governed only Talx’ future conduct. Among other things, Talx must waive enforcement of certain non-compete and non-solicitation agreements, allow customers to rescind certain types of agreements, not allocate or divide markets for UCM services or discourage suppliers to refrain from doing business with competitors in the UCM market and allow ADP to outsource UCM services to competitors. It appears that Talx avoided substantial exposure for consummating transactions that ultimately prove to harm competition. As examined at length “Buyer Beware: Consummating Non-HSR Reportable Transactions May Prove Costly In the End,” Antitrust Litigator (Winter 2007) (see link to article under articles tab), Talx could have been required to divest the assets at distressed prices and possibly been faced with exposure for civil damages. The press release and analysis to aid public comment are attached. Talx (Press Release)Talx (Analysis to Aid Public Comment)

Full post as published by Antitrust Commentary on May 06, 2008 (boomark / email).