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LETTER APPROVING APPLICATIONS TO DIVEST
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DECISION & ORDER
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COMMISSION ACQUISITION JURISDICTION AGREEMENT TRUSTEE PARAGRAPH CONSENT TRADE COMMISSION ACT FEDERAL TRADE COMMISSION PLANTS SERVING COMPLAINT ADMISSION PRIOR SPECIFIED ACTIONS THEREAFTER FNF ACCOMPLISH COMPETITION ATTORNEYS NOTIFICATION OWNERSHIP LOCAL JURISDICTION JURISDICTIONAL FACTS PURSUANT DIVESTITURE SAN LUIS OBISPO AFORESAID DRAFT CHARGE RESPONDENT CLAYTON ACT |
9910298
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
Commissioners: Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
In the Matter of
FIDELITY NATIONAL FINANCIAL, DOCKET NO. C-3929
INCORPORATED,
a corporation, DECISION AND ORDER
The Federal Trade Commission ("Commission"), having initiated an investigation of the
acquisition by respondent Fidelity National Financial, Incorporated ("FNF") of Chicago Title
Corporation ("CT"), and respondent having been furnished thereafter with a copy of a draft of
complaint that the Bureau of Competition presented to the Commission for its consideration and
which, if issued by the Commission, would charge respondent with violation of Section 5 of the
Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and of Section 7 of the Clayton
Act, as amended, 15 U.S.C. § 18; and
Respondent, its attorneys, and counsel for the Commission having thereafter executed an
agreement containing a consent order ("Consent Agreement"), containing an admission by
respondent of all the jurisdictional facts set forth in the aforesaid draft of complaint, a
that the signing of said agreement is for settlement purposes only and does not constitute an
admission by respondent that the law has been violated as alleged in such complaint or that the
facts as alleged in such complaint, other than jurisdictional facts, are true, and waivers and other
provisions as required by the Commission's Rules; and
The Commission having thereafter considered the matter and having determined that it
had reason to believe that respondent has violated the said Acts, and that a complaint should
issue stating its charges in that respect, and having thereupon accepted the executed Consent
Agreement and placed such agreement on the public record for a period of thirty (30) days for the
receipt and consideration of public comments, now in further conformity with the procedure
described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby issues its
complaint, makes the following jurisdictional findings and issues the following order:
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AGREEMENT CONTAINING CONSENT
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CONSENT AGREEMENT COMMISSION COMPLAINT ACCEPTANCE FNF COUNSEL LAW FACTS DRAFT COMPLAINT CONTEMPLATES UNITED STATES FEDERAL TRADE COMMISSION EXECUTIVE OFFICES PURSUANT REPORT COMMISSION RULE MANNER COMPLIANCE PUBLIC RECORD PROCEEDING RELIEF HEREBY ATTORNEY JURISDICTIONAL FACTS PROPOSED RESPONDENT WAIVES ACT ACCOMPANYING RESPECT THERETO WITHDRAW |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
Fidelity National Financial, Inc., a corporation.
File No. 991-0298
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission"), having initiated an
investigation of the acquisition by Fidelity National Financial, Inc.
("FNF") of the common stock of Chicago Title Corporation ("CT"), and
it now appearing that FNF, hereinafter sometimes referred to as
"Proposed Respondent," is willing to enter into this Agreement
Containing Consent Order ("Consent Agreement") to divest certain
assets and providing for other relief:
IT IS HEREBY AGREED by and between Proposed Respondent, by its duly
authorized officers and attorney, and counsel for the Commission that:
1. Proposed Respondent FNF is a corporation organized, existing and
doing business under and by virtue of the laws of the State of
Delaware, with its executive offices located at 17911 Von Karman
Avenue, Irvine, California 92614-6253.
2. Proposed Respondent admits all the jurisdictional facts set forth
in the draft of Complaint here attached.
3. Proposed Respondent waives:
a. any further procedural steps;
b. the requirement that the Commission's Decision & Order, here
attached and made a part hereof, contain a statement of
findings of fact and conclusions of law;
c. all rights to seek judicial review or otherwise to challenge
or contest the validity of the Decision & Order entered
pursuant to this Consent Agreement; and
d. any claim under the Equal Access to Justice Act.
4. Proposed Respondent shall submit within thirty (30) days of the
date this Consent Agreement is signed by Proposed Respondent an
initial report, pursuant to Commission Rule 2.33, 16 C.F.R. § 2.33,
signed by Proposed Respondent, setting forth in detail the manner in
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ANALYSIS
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INFORMATION SERVICES CONSENT ORDER COUNTY ACQUISITION FNF LOCAL JURISDICTIONS AGREEMENT CALIFORNIA PUBLIC RECORDS PROPOSED CONSENT ORDER COMMISSION RESPONDENT DIVEST REAL PROPERTY OWNERSHIP ACT PRIOR NOTICE COMPETITION PROVISION MARKET REASONS SPECIFIED RELIEF FEDERAL TRADE COMMISSION COUNTIES COMPLAINT ALLEGES SAN LUIS OBISPO OBTAINING FACILITATE PERMIT |
_________________________________________________________________
Analysis of Proposed Consent Order
To Aid Public Comment
_________________________________________________________________
The Federal Trade Commission has accepted, subject to final approval,
an agreement containing a proposed Consent Order from Fidelity
National Financial, Inc. ("FNF"), which is designed to remedy the
anticompetitive effects arising from FNF's acquisition of the common
stock of Chicago Title Corporation ("CT"). Under the terms of the
agreement, FNF will be required to divest or sell copies of certain
assets known as "title plants" in six California counties. Title
plants are privately owned collections of records and/or indices that
are used by abstractors, title insurers, title insurance agents, and
others to determine ownership of and interests in real property in
connection with the underwriting and issuance of title insurance
policies and for other purposes.
The proposed Consent Order has been placed on the public record for 30
days so that the Commission may receive comments from interested
persons. Comments received during this period will become part of the
public record. After 30 days, the Commission will again review the
agreement and the comments received, and will decide whether it should
withdraw from the agreement or make final the agreement's proposed
order.
On August 1, 1999, FNF entered into an agreement to acquire the common
stock of CT for an amount valued at the time of entering into the
acquisition agreement at approximately $1.2 billion. The proposed
Complaint alleges that the acquisition, if consummated, would
constitute a violation of Section 7 of the Clayton Act, as amended, 15
U.S.C. §18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. § 45, in local markets for title information
services in the following counties or local jurisdictions in the
United States: San Luis Obispo County, California; Tehama County,
California; Napa County, California; Merced County, California; Yolo
County, California; and San Benito County, California.
Title plants are privately-owned collections of title information
obtained from public records that can be used to conduct title
searches or otherwise ascertain information concerning ownership of or
interests in real property. Title plants typically contain summaries
or copies of public records or documents (often in a format that is
comparatively easily to store and readily retrievable), as well as
indices to facilitate locating relevant records that pertain to a
particular property. Title plants permit users to obtain real property
ownership information with significantly greater speed and efficiency
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COMPLAINT
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ACQUISITION COMMISSION ACT RESPONDENT AGREEMENT CALIFORNIA COMMERCE FEDERAL TRADE COMMISSION FNF COUNTY COMMON STOCK VIOLATION CLAYTON ACT COMPLAINT PARAGRAPH COMPETITION FTC ACT JURISDICTION PLANT BUSINESS PROVISION CUSTOMER PURSUANT MERGER VIRTUE LAWS DELAWARE SALE INSURANCE |
9910298
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
)
In the Matter of ))
Fidelity National Financial, Inc., ) Docket No. C-3929
a corporation. ))
COMPLAINT
The Federal Trade Commission ("Commission"), having reason to believe that
Respondent, Fidelity National Financial, Inc. ("FNF"), a corporation subject to the jurisdiction of
the Commission, has agreed to acquire the common stock of Chicago Title Corporation ("CT"), a
corporation subject to the jurisdiction of the Commission, in violation of Section 7 of the Clayton
Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. § 45, and it appearing to the Commission that a proceeding in respect
thereof would be in the public interest, hereby issues its Complaint, stating its charges as
I. DEFINITIONS
1. "Title plant" means a privately owned collection of records and/or indices
regarding the ownership of and interests in real property. The term includes such collections that
are regularly maintained and updated by obtaining information or documents from the public
records, as well as such collections of information that are not regularly updated.
2. "Title information services" means providing selected information contained in a
title plant to a customer or user or permitting a customer or user to have access to information
contained in a title plant.
3. "Acquisition Agreement" means the agreement between FNF and CT for FNF's
proposed acquisition of the common stock of CT pursuant to the Agreement and Plan of Merger
dated August 1, 1999.
4. "Respondent" means FNF.
II. RESPONDENT
5. Respondent FNF is a corporation organized, existing and doing business under
and by virtue of the laws of the State of Delaware, with its executive offices located at 17911
Von Karman Avenue, Irvine, California 92614-6253. Respondent, among other things, is
engaged in the sale of title insurance and the provision of title information services.
6. Pursuant to the Merger Agreement, Respondent will purchase the common stock
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