Justice Department Secures Settlement of Lawsuit Alleging Illegal Premerger Coordination by Legends Hospitality in Connection with its Acquisition of ASM Global

The Justice Department today filed a civil lawsuit and announced a proposed settlement with Legends Hospitality Parent Holdings LLC (Legends) for an alleged violation of the Hart-Scott-Rodino Act (HSR Act). 

As alleged in the department’s complaint, Legends engaged in illegal premerger coordination in connection with its proposed acquisition of ASM Global Inc. (ASM) by exercising operational control over aspects of ASM during the HSR waiting period involving venue management services for an arena in California.

“Companies must remain separate and independent before they close their merger.  Our complaint alleges that Legends did not live up to that obligation,” said Deputy Assistant Attorney General Andrew Forman of the Justice Department’s Antitrust Division. “The proposed settlement requires Legends to pay a meaningful civil penalty and imposes significant obligations to try to ensure that Legends complies with the law moving forward. I commend our tremendous investigative teams who remain vigilant in trying to ensure that there is no improper coordination between parties before closing.”

The civil antitrust lawsuit against Legends for an HSR Act violation was filed in the Southern District of New York. At the same time, the department filed a proposed final judgment that, if approved by the court, would resolve the department’s lawsuit.  The HSR Act prohibits companies from improperly combining operations or other aspects of their businesses before expiration of the required HSR Act waiting period.

Under the terms of the proposed settlement, among other things, Legends must pay a $3.5 million civil penalty, refrain from certain conduct, appoint an Antitrust Compliance Officer, implement an antitrust training and compliance program and submit regular compliance reporting to the department.

Legends is a global venue services company headquartered in New York.

ASM is a venue management and services company headquartered in Los Angeles. 

As required by the Tunney Act, the proposed consent decree, along with the competitive impact statement, will be published in the Federal Register. Any person may submit written comments concerning the proposed consent decrees during a 60-day comment period to Chief Owen Kendler of the Antitrust Division’s Financial Services, Fintech, and Banking Section at 450 Fifth Street NW, Suite 4000, Washington, D.C. 20530. At the conclusion of the 60-day comment period, the District Court for the Southern District of New York may enter the final judgment upon finding it is in the public interest.

The claims resolved by the resolution announced today are allegations only and there has been no determination of liability.