Please ensure Javascript is enabled for purposes of website accessibility
Upcoming Event

Best Places to Work in Virginia

Hamburger Menu Hamburger Menu

Tag: antitrust

Capital One, Discover clear hurdles for $35.3B megadeal

Announced in February, McLean-based Capital One Financial’s proposed $35.3 billion acquisition of Discover Financial Services is moving forward, with stockholders’ votes scheduled early next year, the credit card giants announced this week.

Capital One also announced Thursday it received approval from the Office of the Delaware State Bank Commissioner on Wednesday to complete the purchase of Discover Financial Services and its subsidiary, Discover Bank, a Delaware-chartered bank. On Tuesday, both companies said special stockholders’ meetings are scheduled Feb. 18, 2025, to allow holders of Discover and Capital One common stock to vote at their company’s respective meeting to approve the deal.

According to Thursday’s news release, Capital One expects the transaction to close in early 2025, pending approval by both banks’ stockholders and approval by the Federal Reserve Board of Governors.

The all-stock acquisition, Capital One’s largest ever purchase, has been under regulatory scrutiny. Two Capital One cardholders filed a federal class action lawsuit against Discover and Capital One in July, claiming the megadeal would violate antitrust law, but the case was paused in October, pending further action by the U.S. District Court for the Eastern District of Virginia. In July, Capital One committed to spend $265 billion over five years to lending, philanthropy and investment if the deal goes through.

New York Attorney General Letitia James also launched an investigation to determine whether the acquisition violates the state’s antitrust laws, and in October, she asked a state judge to subpoena Capital One for documents she said she needed for her probe, Reuters reported. However, following President-elect Donald Trump’s victory in November, shares of Discover and Capital One jumped, as investors appeared to have greater faith that the deal would go through under his administration.

A Fortune Global 500 company, Capital One had $353.6 billion in deposits and $486.4 billion in total assets as of Sept. 30.

Chesterfield pharma company to pay $30M in Suboxone settlement

Chesterfield County-based pharmaceutical manufacturer Indivior Inc. has reached a $30 million settlement agreement in a federal class-action antitrust lawsuit brought by a group of health plans over the manufacturer’s opioid addiction treatment drug, Suboxone.

The global parent company, Indivior PLC, announced the settlement Monday, and the plaintiffs filed a memorandum in support of the settlement agreement in the U.S. District Court for the Eastern District of Pennsylvania on Saturday.

Suboxone is approved for use by recovering opioid addicts to avoid or reduce withdrawal symptoms while receiving treatment for addiction.

In the suit, which has lasted more than a decade, health plans representing members in Virginia and 47 other states, as well as  Washington, D.C., and Puerto Rico, alleged that Indivior violated state antitrust and consumer protection statues, resulting in the plans or its members paying higher prices for Suboxone and its generic equivalents. They allege that Indivior “engaged in an intricate anticompetitive scheme,” including price manipulation, a sham citizen petition and a delay through sabotage of the Federal Drug Administration’s Risk Evaluation and Mitigation Strategies (REMS) process to delay competition from generic versions of the drug.

The agreement will still need to complete the district court’s approval process, starting with initial approval from the court. Indivior expects to make the payment into an escrow account for the claimants in September.

“We remain focused on helping those suffering from substance use disorders and mental illness,” Indivior CEO Mark Crossley said in a statement. “Resolving these legacy legal matters at the right value helps us further our mission for patients and creates greater certainty for our stakeholders.”

Although Indivior has reached a settlement agreement for this lawsuit, the company faces a separate trial scheduled to begin Oct. 30 in a lawsuit brought by drug wholesalers that bought Suboxone from Indivior.

In June, Indivior agreed to pay $102 million to settle a lawsuit brought by 41 states and Washington, D.C., alleging it stifled competition.

In July 2020, Indivior entered a $600 million plea deal with the U.S. Justice Department, the Federal Trade Commission and U.S. state attorney generals, in which subsidiary Indivior Solutions Inc. pled guilty to one count of making a false statement regarding health care matters. A month earlier, former Indivior PLC CEO Shaun Thaxter  pled guilty to a misdemeanor charge of violating the Federal Food, Drug, and Cosmetic Act in connection with Indivior’s misrepresentations to the Massachusetts state Medicaid program regarding the safety of its Suboxone Film product. Thaxter was sentenced in October 2020 to six months in federal prison.

A spinoff of British firm Reckitt Benckiser Group, Indivior reported $901 million in 2022 net revenue. It has approximately 1,000 employees.

FTC fines Capital One CEO for failing to file stock transaction

The Federal Trade Commission fined McLean-based Capital One Financial Corp. CEO Richard Fairbank a $637,950 civil penalty for violating antitrust laws in finalizing stock acquisitions, the FTC announced Thursday. The settlement must be approved by the U.S. District Court for the District of Columbia.

The FTC alleged that Fairbank violated the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 in his acquisition of Capital One stock. In 2018, Fairbank’s compensation package included more than 100,000 Capital One shares, which increased his holdings to $168 million. The complaint alleged that Fairbank failed to report the award to federal antitrust authorities and illegally finalized it before agencies could investigate.

The HSR Act requires companies and individuals to report transactions over a certain threshold to the FTC and the Department of Justice. Thresholds are determined by the size of the transaction and the size of the person involved. In 2021, the size of the transaction threshold is $92 million.

The FTC and the Department of Justice have 30 days after a transaction is reported to conduct an initial investigation and file a second request for additional information. The maximum civil penalty for an HSR violation is currently $43,792 per day.

The FTC alleges that Fairbank failed to file prior to acquiring Capital One voting securities in 1999 and 2004. He made a corrective filing in 2008.

Fairbank violated the HSR Act in 2018 from March 8, 2018, until Jan. 17, 2020, after he had made a corrective filing and observed the 30-day waiting period, according to the FTC.

The FTC settlement was referred to the Department of Justice, which filed the complaint in the U.S. District Court for the District of Columbia on Sept. 2.

The proposed settlement will be published in the Federal Register and will have a 60-day comment period before the U.S. District Court rules. Anyone can send written concerns to U.S. special attorney Maribeth Petrizzi.