On Wednesday, the Federal Trade Commission (FTC) announced that the company founder of Omaha-based Werner Enterprises, Inc. agreed to pay nearly half a million dollars to settle antitrust charges.
Clarence L. Werner has agreed to pay a $486,900 civil penalty to settle charges that he violated the Hart-Scott-Rodino (HSR) Act while acting as the director of Werner Enterprises, according to a December 22 news release from the FTC.
The HSR Act is an antitrust law that requires companies and individuals to report stock purchases over a certain threshold to the FTC and DOJ and to wait before closing the transaction so that the federal agencies can investigate the potential competitive impact of the acquisition.
From the FTC:
According to the complaint, on May 14, 2007, when Mr. Werner exercised his stock options to acquire shares of Werner Inc., he failed to make the requisite HSR filing, even though the acquisition, together with his prior holdings of Werner Inc., caused him to cross the $100 million HSR filing threshold, as adjusted. Throughout 2009, Mr. Werner made additional acquisitions of Werner Inc. stock that he did not report, including several large open-market transactions.
Mr. Werner made more acquisitions of Werner Inc. stock on Nov. 20, 2012, by exercising his stock options, and on Feb. 7, 2019, due to the vesting of restricted stock. He again failed to make the requisite HSR filings for each of these transactions even though each acquisition, together with his prior holdings, caused him to cross the $100 million HSR filing threshold, as adjusted. He then made additional acquisitions even after learning that he was in violation of the HSR Act.
“Several of Mr. Werner’s acquisitions were large open-market purchases,” said Holly Vedova, Director of the Bureau of Competition. “As a director of the issuer and an active participant in these transactions, Mr. Werner should have realized that he might have regulatory obligations and sought legal advice. Even more concerning is the fact that he made some of his acquisitions after he learned that some of his prior purchases violated the antitrust laws.”