Founder of Werner Enterprises to Pay Civil Penalty for Violating Antitrust Pre-Transaction Notification Requirements

The Justice Department’s Antitrust Division, at the request of the Federal Trade Commission (FTC), filed a civil antitrust lawsuit today in the U.S. District Court for the District of Columbia against Clarence L. Werner (Werner). Werner is the founder of Werner Enterprises Inc. (Werner Enterprises), one of the largest truckload carriers in the United States.

The lawsuit alleges that Werner violated the pre-transaction notification and waiting period requirements of the Hart-Scott-Rodino Act of 1976 (HSR Act) for acquisitions of Werner Enterprises voting securities, several of which were large open-market acquisitions made while he was serving as a director of Werner Enterprises. At the same time, the department filed a proposed settlement, subject to approval by the court, under which Werner has agreed to pay a $486,900 civil penalty to resolve the lawsuit.

The HSR Act imposes notification and waiting period requirements for transactions meeting certain size thresholds so that they can undergo pre-transaction antitrust review. Federal courts can assess civil penalties for pre-transaction notification violations under the HSR Act in lawsuits brought by the department. The maximum civil penalty for an HSR Act violation, which is adjusted annually, is currently $43,792 per day.

Further details about this matter are described in the FTC’s press release issued today, and in the attached complaint and competitive impact statement.

Consistent with the requirements of the Tunney Act, the proposed settlement, along with the competitive impact statement, will be published in the Federal Register. Any person may submit written comments concerning the proposed settlement during a 60-day comment period via email to bccompliance@ftc.gov or by post to Maribeth Petrizzi, Special Attorney, United States, c/o Federal Trade Commission, 600 Pennsylvania Avenue, NW, CC-8416, Washington, D.C. 20580. At the conclusion of the 60-day comment period, the U.S. District Court for the District of Columbia may approve the proposed settlement upon finding that it is in the public interest.