[Federal Register Volume 65, Number 12 (Wednesday, January 19, 2000)]
[Notices]
[Pages 2964-2965]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-1192]



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FEDERAL TRADE COMMISSION

[File No. 991 0298]


Fidelity National Financial, Inc.; Analysis to Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint that accompanies the consent agreement and the terms of the 
consent order--embodied in the consent agreement--that would settle 
these allegations.

DATE: Comments must be received on or before February 11, 2000.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 600 Pennsylvania Ave., NW, Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Richard Parker, Michael Antalics or 
Daniel Silver, FTC/H-374, 600 Pennsylvania Ave., NW, Washington, DC 
20580. (202) 326-2574, 326-2821 or 326-3102.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and section 2.34 of 
the Commission's Rules of Practice (16 CFR 2.34), notice is hereby 
given that the above-captioned consent agreement containing a consent 
order to cease and desist, having been filed with and accepted, subject 
to final approval, by the Commission, has been placed on the public 
record for a period of thirty (30) days. The following Analysis to Aid 
Public Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home Page 
(for January 12, 2000), on the World Wide Web, at ``http://www.ftc.gov/
ftc/formal.htm.'' A paper copy can be obtained from the FTC Public 
Reference Room, Room H-130, 600 Pennsylvania Avenue, NW, Washington, DC 
20580, either in person or by calling (202) 326-3627.
    Public comment is invited. Comments should be directed to: FTC/
Office of the Secretary, Room 159, 600 Pennsylvania Ave., NW, 
Washington, DC 20580. Two paper copies of each comment should be filed, 
and should be accompanied, if possible, by a 3\1/2\ inch diskette 
containing an electronic copy of the comment. Such comments or views 
will be considered by the Commission and will be available for 
inspection and copying at its principal office in accordance with 
section 4.9(b)(6)(ii) of the Commission's Rules of Practice (16 CFR 
4.9(b)(6)(ii)).

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 
easy 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 than by 
consulting the original public records, which may be located in a 
number of separate public offices (e.g., offices of the county 
recorder, tax authorities, and state and federal courts), may be stored 
in an inconvenient form, and may be indexed in a fashion that makes it 
difficult to readily research a particular property. Because of the 
county-specific way in which title information is generated and 
collected and the highly local character of the real estate markets in 
which the title plant services are used, geographic markets for title 
information services are highly localized, consisting of the county or 
local jurisdiction embraced by the real property information contained 
in the title plant.
    In each of the local jurisdictions named in the Complaint, the 
market for title information services is highly concentrated, and FNF 
and CT are direct competitors in the sale or provision of title 
information services. In each of the local jurisdictions named, there 
are no commercially reasonable substitutes for title information 
services. For a number of reasons, including the relatively large fixed 
costs associated with building and maintaining title plants, entry into 
the market for title information services in each of the local 
jurisdictions named is difficult or unlikely to occur at a sufficient 
scale to deter or counteract the effects of the acquisition. For these 
reasons, the Complaint alleges that in each of the name local 
jurisdictions the effects of the acquisition may be substantially to 
lessen competition by, among other things, eliminating direct actual 
competition between FNF and CT in title information services and 
increasing the likelihood of collusion or coordinated interaction among 
competing providers of title information services.
    The Consent Order requires FNF to divest or sell copies of the pre-
acquisition title plant interests of either FNF or CT in five of the 
identified local jurisdictions to a buyer or buyers approved by the 
Commission. The Order also requires FNF to divest the pre-acquisition 
interests of FNF or CT in a jointly owned title plant in San Luis 
Obispo County, California, or, alternatively, to relinquish any 
additional voting rights in the joint plant that FNF may have accrued 
post-

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acquisition while obtaining a new owner of the joint plant. The 
specified relief is required to be completed within four months after 
the respondent signs the Consent Order agreement. In the period prior 
to divestiture, the respondent is required to maintain the viability 
and marketability of the properties, including updating the title 
plants in the same fashion as before the acquisition and maintaining in 
effect all user contracts and relationships.
    The Consent Order includes a provision permitting the Commission to 
appoint a trustee to accomplish the divestitures, sales of copies, or 
obtaining new ownership if the specified relief is not accomplished by 
the respondent within the four-month period. The Consent Order also 
includes a requirement that for ten years the respondent provide the 
Commission with prior notice of future title plant acquisitions by the 
respondent in the counties where the specific actions are required if, 
at the time of any such acquisition, the respondent continues to have 
an interest in a title plant serving the county. A prior notice 
provision is appropriate in this matter because the small transaction 
size of most individual title plant acquisition is below the threshold 
of reportability under the Hart-Scott-Rodino Act (Clayton Act 7A, 15 
U.S.C. 18a, as amended) and because there is a credible risk that the 
respondent will, but for an order to the contrary, engage in otherwise 
unreportable, anticompetitive mergers.\1\
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    \1\ See Statement of FTC Policy Concerning Prior Approval and 
Prior Notice Provisions, 4 Trade Reg. Rep. (CCH) para.13,241 (June 
21, 1995).
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    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Order, and it is not intended to constitute an 
official interpretation of the agreement and proposed Consent Order or 
to modify in any way their terms.


    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 00-1192 Filed 1-18-00, 8:45 am]
BILLING CODE 6750-01-M