Represented TALX Corporation, a subsidiary of Equifax Inc., one of the United States' largest credit reporting agencies, in an antitrust enforcement action.  The Federal Trade Commission brought an antitrust enforcement action against TALX who is a provider of unemployment compensation management ("UCM") and employment and income verification services challenging six mergers with UCM competitors consummated between 2002 and 2005.  According to the Commission’s complaint, those acquisitions violated Section 5 of the Federal Trade Commission Act and Section 7 of the Clayton Act because they eliminated direct and actual competition in the provision of outsourced UCM services and in the provision of employer verification services, allowing TALX to increase prices and decrease the quality of service.  The case was resolved by a consent decree under which TALX agreed to certain contract relief which the Commission structured as follows to facilitate entry and expansion by new and existing competitors: (i) not to enforce its non-compete clauses against certain employees so that they could leave to find employment with competitors, (ii) to permit certain long-term contract customers to terminate contacts early so that they could obtain services from competitors, and (iii) to provide notices to customers about the order.  The remedy was rather unusual in that the FTC, in consummated merger cases, typically requires the acquirer to divest the companies or lines of businesses that were alleged to have been acquired illegally.  Rather, the Commission, in the TALX case, agreed to structural relief (i.e., waiver of certain contractual rights), which avoided a significant disruption to TALX’s business, but which gave the Commission the comfort it needed to ensure that competition would be preserved.

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