[Federal Register Volume 91, Number 127 (Monday, July 6, 2026)]
[Notices]
[Pages 41330-41408]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-13623]
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Vol. 91
Monday,
No. 127
July 6, 2026
Part IV
Department of Justice
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Antitrust Division
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United States et al. v. Live Nation Entertainment, Inc.; Proposed Final
Judgment and Competitive Impact Statement; Notice
Federal Register / Vol. 91 , No. 127 / Monday, July 6, 2026 /
Notices
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DEPARTMENT OF JUSTICE
Antitrust Division
United States et al. v. Live Nation Entertainment, Inc.; Proposed
Final Judgment and Competitive Impact Statement
Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment,
Stipulation, and Competitive Impact Statement have been filed with the
United States District Court for the Southern District of New York in
United States of America et al. v. Live Nation Entertainment, Inc,
Civil Action No. 1:24-cv-3973-AS. On August 30, 2024, the United States
filed an Amended Complaint (the ``Complaint'') alleging that Live
Nation Entertainment, Inc. and Ticketmaster L.L.C. (``Defendants'')
violated Sections 1 and 2 of the Sherman Act, 15 U.S.C. 1-2, as well as
several State laws by engaging in anticompetitive conduct in certain
ticketing, promotions, and amphitheater markets. The proposed Final
Judgment filed on June 12, 2026 requires Defendants to: (1) develop
technology to allow Major Concert Venues utilizing Ticketmaster's back-
end software to sell and distribute primary tickets through third-party
marketplaces; (2) loosen exclusivity provisions in their existing
primary ticketing contracts and abide by new restrictions on exclusive
contracting for future ticketing contracts; (3) allow promoters and
artists to use alternative sellers of tickets at Defendants'
amphitheaters; (4) cap ticket service fees at Defendants'
amphitheaters; (5) divest control over certain amphitheaters; (6) allow
artists who choose to work with other promoters to perform at
Defendants' amphitheaters; (7) waive exclusive and preferred booking
rights at Major Concert Venues; (8) refrain from engaging in
conditioning, retaliation, or content-steering that impairs
competition; (9) maintain firewalls that limit disclosure of
information between Ticketmaster and Live Nation; (10) terminate their
ticketing agreement with the Oak View Group and refrain from entering
into similar agreements in the future; (11) share certain data with
artists; and (12) notify the United States of certain future
acquisitions. It also requires Defendants to submit to oversight by a
monitor who will have the power to monitor Defendants' compliance with
the Stipulation and Order and proposed Final Judgment.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at http://www.justice.gov/atr and at the Office of
the Clerk of the United States District Court for the Southern District
of New York. Copies of these materials may be obtained from the
Antitrust Division upon request and payment of the copying fee set by
Department of Justice regulations.
Public comment is invited within 60 days of the date of this
notice. Such comments, including the name of the submitter, and
responses thereto, will be posted on the Antitrust Division's website,
filed with the Court, and, under certain circumstances, published in
the Federal Register. Comments should be submitted in English and
directed to David Teslicko, Acting Chief, Financial Services, Fintech,
and Banking Section, Antitrust Division, Department of Justice, 450
Fifth Street NW, Suite 4000, Washington, DC 20530 (email address:
[email protected]).
Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
UNITED STATES OF AMERICA, U.S. Department of Justice, Antitrust
Division, 450 Fifth Street N.W., Suite 4000, Washington, DC 20530;
STATE OF ARIZONA, 2005 N. Central Avenue, Phoenix, AZ 85004; STATE OF
ARKANSAS, 323 Center Street, Suite 200, Little Rock, AR 72201; STATE OF
CALIFORNIA, 300 South Spring Street, Suite 1702, Los Angeles, CA 90013;
STATE OF COLORADO, 1300 Broadway, 7th Floor, Denver, CO 80203; STATE OF
CONNECTICUT, 165 Capitol Avenue, Hartford, CT 06106; DISTRICT OF
COLUMBIA, 400 Sixth Street, N.W., Washington, DC 20001; STATE OF
FLORIDA, PL-01 The Capitol, Tallahassee, FL 32399-1050; STATE OF
ILLINOIS, 115 S. LaSalle Street, Floor #23, Chicago, IL 60603; STATE OF
INDIANA, 302 West Washington Street, Fifth Floor, Indianapolis, IN
46204; STATE OF IOWA, 1305 E. Walnut St., Des Moines, IA 50319; STATE
OF KANSAS, 120 S.W. 10th Avenue, 2nd Floor, Topeka, KS 66612-1597;
STATE OF LOUISIANA, 1885 North Third Street, Baton Rouge, LA 70802;
STATE OF MARYLAND, 200 St. Paul Place, 19th Floor, Baltimore, MD 21202;
COMMONWEALTH OF MASSACHUSETTS, One Ashburton Place, 18th Floor, Boston,
MA 02108; STATE OF MICHIGAN, 525 W Ottawa St., Lansing, MI 48933; STATE
OF MINNESOTA, 445 Minnesota Street, Saint Paul, MN 55101; STATE OF
MISSISSIPPI, 550 High Street, Jackson, MS 39201; STATE OF NEBRASKA,
2115 State Capitol, Lincoln, NE 68509; STATE OF NEVADA, 8945 West
Russell Road., Suite 204, Las Vegas, Nevada 89148; STATE OF NEW
HAMPSHIRE, 1 Granite Place South, Concord, NH 03301; STATE OF NEW
JERSEY, 124 Halsey Street, 5th Floor, Newark, NJ 07101; STATE OF NEW
MEXICO, 408 Galisteo St., Santa Fe, NM 87501; STATE OF NEW YORK, 28
Liberty Street, New York, NY 10005; STATE OF NORTH CAROLINA, P.O. Box
629, Raleigh, NC 27602; STATE OF OHIO, 30 E. Broad Street, 26th Floor,
Columbus, OH 43215; STATE OF OKLAHOMA, 313 NE 21st Street, Oklahoma
City, OK 73105; STATE OF OREGON, 1162 Court Street, N.E., Salem, OR
97301; COMMONWEALTH OF PENNSYLVANIA, Strawberry Square, 14th Floor,
Harrisburg, PA 17120; STATE OF RHODE ISLAND, 150 South Main Street,
Providence, RI 02903; STATE OF SOUTH CAROLINA, P.O. Box 11549,
Columbia, South Carolina 29211; STATE OF SOUTH DAKOTA, 1302 E. Hwy 14,
Suite 1, Pierre SD 57501; STATE OF TENNESSEE, P.O. Box 20207,
Nashville, TN 37202; STATE OF TEXAS, P.O. Box 12548, Austin, TX 78711-
2548; STATE OF UTAH, 160 East 300 South, 5th Floor, Salt Lake City, UT
84114; STATE OF VERMONT, 109 State Street, Montpelier, VT 05609;
COMMONWEALTH OF VIRGINIA, 202 N. 9th Street, Richmond, VA 23219; STATE
OF WASHINGTON, 800 Fifth Avenue, Suite 2000, Seattle, WA 98104-3188;
STATE OF WEST VIRGINIA, 1900 Kanawha Boulevard East, Capitol Complex,
Building 6, Suite 401, Charleston, WV 25305; STATE OF WISCONSIN, P.O.
Box 7857, Madison, Wisconsin 53707, and; STATE OF WYOMING, 109 State
Capitol, Cheyenne, WY 82002,
Plaintiffs,
v.
LIVE NATION ENTERTAINMENT, INC., 9348 Civic Center Drive, Beverly
Hills, CA 90210,
and
TICKETMASTER L.L.C., 9348 Civic Center Drive, Beverly Hills, CA
90210,
Defendants.
AMENDED COMPLAINT, 1:24-cv-3973, JURY TRIAL DEMANDED
Table of Contents
I. Introduction
II. Defendants Live Nation and Ticketmaster
III. Industry Background
A. How Live Concerts Work
B. Money Flows Across the Live Entertainment Industry
C. Live Nation's ``Flywheel''
[[Page 41331]]
D. History of Live Nation and Ticketmaster
IV. Live Nation Maintains Monopolies and Market Power Across the Live
Concert Ecosystem Through an Anticompetitive and Exclusionary Course of
Conduct
A. Oak View Group: Nascent competitor to a self-described
``hammer'' for Live Nation.
B. Live Nation threatens rivals to blunt expansion into U.S.
concert promotions.
C. Using ``carrots'' and ``sticks,'' Live Nation locks venues into
exclusive, long-term ticketing agreements with Ticketmaster that shut
out competition.
D. Ticketmaster's long-term exclusive agreements with venues are
designed to lock up share and lock out competition, which forecloses a
substantial share of primary ticketing markets.
E. Live Nation restricts access to its venues unless Live Nation is
paid to be the promoter.
F. Live Nation strategically acquires promoters, venues, and
festivals to eliminate rivals, expand its network, and grow its
``moat.''
V. Anticompetitive Effects and Competitive Harm
VI. Continuing Violations
VII. Relevant Markets and Monopoly Power
A. Primary Ticketing Services Markets
i. Primary Ticketing Services to Major Concert Venues
ii. Primary Concert Ticketing Offerings to Fans at Major Concert
Venues
B. Concert Promotions Services Markets
i. Concert Booking and Promotion Services to Major Concert Venues
ii. Promotion Services to Artists
C. Artist Use of Large Amphitheaters
VII. Jurisdiction, Venue, and Commerce
VIII. Antitrust Injury
IX. Violations Alleged
X. Request for Relief
XI. Demand for a Jury Trial
I. Introduction
1. One monopolist serves as the gatekeeper for the delivery of
nearly all live music in America today: Live Nation, including its
wholly owned subsidiary Ticketmaster. In Live Nation's words, it is the
``largest live entertainment company in the world,'' the ``largest
producer of live music concerts in the world,'' and ``the world's
leading live entertainment ticketing sales and marketing company.''
Indeed, Live Nation is all these things, to the detriment of fans,
artists, venues, and competition.
2. Today, musical artists must rely on promoters, venues, and
ticketers to organize the business of playing live music. These service
providers should work to serve the interests of artists and fans.
Genuine competition for and among these service providers would
generate the best, most cost-effective, and fan-friendly experience.
But the world live music fans live in today is far from that.
3. Live Nation directly manages more than 400 musical artists and,
in total, controls around 60% of concert promotions at major concert
venues across the country. Live Nation also owns or controls more than
265 concert venues in North America, including more than 60 of the top
100 amphitheaters in the United States. For comparison, its closest
rival owns no more than a handful of top amphitheaters. And, of course,
through Ticketmaster, Live Nation controls roughly 80% or more of major
concert venues' primary ticketing for concerts and a growing share of
ticket resales in the secondary market.
4. The live music industry, like other heavily concentrated
industries, is largely controlled by a well-known group of insiders who
lead multiple interconnected companies with numerous conflicts of
interest. These insiders have spent decades amassing, fortifying, and
exercising power, particularly against anyone who seeks to disrupt the
now-standard industry business practices and conduct. These business
practices can, and often do, work against the interests of those with
relatively little power and influence, especially working musicians and
fans. These insiders often speak to each other, and work together, as
allies and partners rather than as vigorous competitors.
5. With this vast scope of power comes influence. Live Nation and
its wholly owned subsidiary, Ticketmaster, have used that power and
influence to insert themselves at the center and the edges of virtually
every aspect of the live music ecosystem. This has given Live Nation
and Ticketmaster the opportunity to freeze innovation and bend the
industry to their own benefit. While this may be a boon to Live
Nation's bottom line, there is a real cost to Americans. As described
in detail below, today Live Nation possesses and routinely exercises
control over which artists perform on what dates at which venues.
Through Ticketmaster, Live Nation also possesses and exercises control
over how fans are able to purchase tickets to see their favorite
artists in concert and what fees those fans will pay to do so. Artists
and fans as well as the countless people and other services that
support them suffer from the loss of dynamism and growth that
competition would inevitably usher in.
6. As this Complaint describes in detail, through a self-
reinforcing ``flywheel'' that Live Nation-Ticketmaster created to
connect their multiple interconnected businesses and interests, Live
Nation and Ticketmaster have engaged in numerous forms of
anticompetitive conduct. That anticompetitive conduct includes the
following:
a. Relationship with Oak View Group. Live Nation-Ticketmaster
exploits its longtime relationship with Oak View Group, a potential
competitor-turned-partner that has described itself as a ``hammer'' and
``protect[or]'' for Live Nation. In recent years, Oak View Group has
avoided bidding against Live Nation for artist talent and influenced
venues to sign exclusive agreements with Ticketmaster. For example,
Live Nation has scolded Oak View Group multiple times for trying to
compete. In one instance, Live Nation asked, ``who would be so stupid
to . . . play into [an artist agent's] arms,'' and on another occasion,
Live Nation stated, ``let's make sure we don't let [the artist agency]
now start playing us off.''
b. Retaliating Against Potential Entrants. Live Nation-Ticketmaster
successfully threatened financial retaliation against a firm unless it
stopped one of its subsidiaries from competing to gain a foothold in
the U.S. concert promotions market.
c. Acquiring Competitors and Competitive Threats. Live Nation-
Ticketmaster strategically acquired a number of smaller and regional
promoters that it had internally identified as threats. This has
undermined competition and impacted artist compensation.
d. Threatening and Retaliating Against Venues that Work with
Rivals. Live Nation-Ticketmaster's power in concert promotions means
that every live concert venue knows choosing another promoter or
ticketer comes with a risk of drawing an adverse reaction from Live
Nation-Ticketmaster that would result in losing concerts, revenue, and
fans.
e. Locking Out Competition with Exclusionary Contracts. Live
Nation-Ticketmaster locks concert venues into long-term exclusive
contracts so that venues cannot consider or choose rival ticketers or
switch to better, more, or cost-effective ticketing technology. These
contracts allow Live Nation-Ticketmaster to reduce competitive pressure
to improve its own ticketing technology and customer service.
[[Page 41332]]
f. Blocking Venues from Using Multiple Ticketers. Live Nation-
Ticketmaster's conduct and exclusive contracts prevent new and
different promotions and ticketing competitors and business models from
emerging. They block venues from being able to use multiple ticketers,
who would compete by offering the best mix of prices, fees, quality,
and innovation to fans.
g. Restricting Artists' Access to Venues. Live Nation-Ticketmaster
has increasingly gained control of key venues, including amphitheaters,
through acquisitions, partnerships, and agreements. Live Nation-
Ticketmaster restricts artists' use of those venues unless those
artists also agree to use their promotion services.
7. Taken individually and considered together, Live Nation's and
Ticketmaster's conduct allows them to exploit their conflicts of
interest--as a promoter, ticketer, venue owner, and artist manager--
across the live music industry and further entrench their dominant
positions. Because Live Nation and Ticketmaster control so much of the
concert-going experience, would-be rivals must compete at scale across
different levels of the concert ecosystem, raising barriers to
competition even further and requiring multi-level entry by existing
and would-be competitors.
8. The real world, practical costs of Live Nation's strategy are
well-known. Public frustration with concert ticket pricing and sales is
a constant drumbeat. The fees that must be paid to attend a live
concert in America far exceed fees in comparable parts of the world.
Any fan who has logged onto Ticketmaster's website to buy a concert
ticket knows the feeling of shock and frustration as the base cost of
the ticket increases dramatically with the addition of fees to include:
a. ``service'' or ``convenience'' fees,
b. ``Platinum'' fees,
c. ``VIP'' fees,
d. ``per order'' or ``handling'' fees,
e. ``payment processing'' fees,
f. ``facility'' fees, and/or
g. any other fee or tax Ticketmaster collects from the fan, often
with a cut of that fee going back to Ticketmaster.
9. Whatever the name of the fee and however the fees are packaged
and collected, they are essentially a ``Ticketmaster Tax'' that
ultimately raise the price fans pay.
10. Live Nation's anticompetitive conduct has not only harmed fans
in the form of more and higher fees, but also undermines innovation.
Competition increases the array and quality of services available and
makes it easier for fans to find and see artists they love. Unburdened
by competition on the merits, Ticketmaster does not need to invest as
much to improve the fan experience.
11. Live Nation and Ticketmaster understand the benefits a more
open and competitive ticketing ecosystem would bring to fans and
others. For example, in 2022, Ticketmaster evaluated and recognized
that a more open, non-exclusive ticketing system--in essence, ending
its preferred exclusive primary ticketing relationships--could lead to
more competition and threats to its dominance. Instead, Ticketmaster
has focused on adding new restrictions to its ticketing systems to
force fans to interact with Ticketmaster and thereby facilitate
Ticketmaster's ability to increase the amount of data it collects from
fans. This, of course, benefits not only Ticketmaster but also the vast
array of related Live Nation businesses and feeds the Live Nation-
Ticketmaster flywheel. According to Live Nation's CEO, Ticketmaster
``now not only know[s] the person that bought the ticket, but [also]
those three people that you are taking to the show, which we [Live
Nation] have not known historically.'' Its data supremacy over rivals
has only accelerated.
12. The impact of the diminished incentive to innovate can manifest
in real ways. Without competitive pressure to spur investment and
innovation, customer service, website and app design, and product
quality and stability suffer. These harms are the natural and
predictable consequence of an industry suffocating under monopoly.
13. The United States and certain States previously tried to
protect what should be a dynamic, thriving industry through a Clayton
Act Section 7 case and resulting consent decree in 2010, followed by an
amended consent decree in 2020. Notwithstanding the prior case under
Section 7 of the Clayton Act, Live Nation and Ticketmaster have
violated other antitrust laws, namely the Sherman Act, through
additional, different, and more expansive forms of anticompetitive
conduct and exclusionary practices.
14. Live Nation's monopoly, and the anticompetitive conduct that
protects and maintains its monopoly, strikes a chord precisely because
the industry at stake is one that has for generations inspired,
entertained, and challenged Americans. Conduct that subverts
competition here not only harms the structure of the live music
industry and the countless people that work in that industry, but also
damages the foundation of creative expression and art that lies at the
heart of our personal, social, and political lives.
15. It is often said that music requires little more than ``three
chords and the truth.'' In our modern economy, the live music industry
requires that plus competition. Restoring competition protects the
ability of working artists and fans to meaningfully access, afford, and
engage with music and each other. Addressing and stopping
anticompetitive conduct is also essential to ensure the vibrancy of
live music. The United States and the Attorneys General of Arizona,
Arkansas, California, Colorado, Connecticut, the District of Columbia,
Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New
Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio,
Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South
Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
Virginia, Wisconsin, and Wyoming hereby seek relief from this Court,
including structural relief, to stop the anticompetitive conduct
arising from Live Nation's monopoly power.
II. Defendants Live Nation and Ticketmaster
16. According to its 2023 securities filings, Defendant Live Nation
Entertainment, Inc. is the ``largest live entertainment company in the
world,'' the ``largest producer of live music concerts in the world,''
and ``the world's leading live entertainment ticketing sales and
marketing company,'' and it owns, operates, leases, has equity interest
in, or has exclusive booking rights for or significant influence over
373 venues globally and more than 265 in North America. This includes
more than 60 of the top 100 amphitheaters in the United States that
Live Nation either owns or controls through long-term leases or for
which it has the exclusive right to determine who performs at the
venue. Control over a venue not only confers on Live Nation the ability
to dictate whether fans can see a particular artist they love, but in
many cases also provides Live Nation control over many aspects of the
concert experience and a host of additional revenue streams ranging
from sponsorships to food and beverage sales.
17. Live Nation's business brings in over $22 billion dollars in
revenue a year globally. Live Nation divides its business into three
segments: Concerts (e.g., promotions, venue management, and music
festival production), Ticketing (e.g., Ticketmaster business), and
Sponsorship and Advertising. In
[[Page 41333]]
2023, Live Nation generated $18.8 billion in Concerts revenue, $2.9
billion for Ticketing, and $1.1 billion for Sponsorship & Advertising.
18. Defendant Ticketmaster L.L.C. is a wholly owned subsidiary of
Live Nation (collectively referred to as ``Live Nation'' herein).
Ticketmaster provides primary and secondary ticketing services, which
are responsible, respectively, for selling tickets to fans in the first
instance for a show and allowing fans to resell those tickets at a
later time. Ticketmaster is by far the largest concert ticketing
company in the United States for major concert venues, at least eight
times the size of its closest competitor.
III. Industry Background
A. How Live Concerts Work
19. Today's live music concerts are complex productions involving
thousands of choices to bring together artists and their fans on a
particular date and time. Staging a single concert at a major concert
venue--let alone an entire tour--involves months of preparation and
requires the orchestrated support of many intermediaries in multiple
roles. Among the decisions that will most impact the overall experience
of fans include what venue will host a particular live music
experience, who will promote the event, and who will ticket the event.
[GRAPHIC] [TIFF OMITTED] TN06JY26.085
20. The planning of a concert predictably begins with an artist \1\
who decides to share her music and the artistic vision for the
presentation of that music with the world and, specifically, with her
fans. For artists, the decision to perform live and share music in this
medium is an important opportunity to publicly display their art, but
also to generate and continue to cultivate enduring relationships with
their fans who appreciate and patronize that art. The overall
experience associated with what music to present and, critically, how
to present it, allows artists to express their artistic vision in a way
that will resonate with fans. While artists strive to ensure fans at a
single show appreciate their art, they also work to cultivate that fan
base over the long run. This allows artists to maximize their ability
to earn money over the arc of their career as compensation for their
creative labor, whether it is through more concerts, the sale of more
tickets at larger concerts, or the sale of merchandise and other
related products and services. As is often publicly reported, the
income earned from concerts generally represents a substantial part of
artists' compensation for their creative and performance labor.
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\1\ As used in this Complaint, ``artist'' refers to both
musicians and comedians, who make similar choices in planning their
performances and face similar competitive conditions.
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21. Managers and/or agents typically assist artists to achieve
these goals. Managers and agents guide artists' professional lives,
including touring, and are often compensated based on a share of the
artist's revenues or profit streams. Live Nation manages more than 400
artists in the United States, and in that capacity works with artists,
along with other industry intermediaries, to shape their tours and
price tickets. One of the founders of Oak View Group, a leading venue
development company that partners with Live Nation, also owns a company
that is a major manager of artists in the United States music industry.
22. In the modern era, once an artist decides to perform a concert
or go on tour, the first major decision they must make, alongside their
manager or agent, is to contract with one or more promoters. Promoters
are primarily responsible for arranging the concert or tour and
promoting the event to the public. Promoters provide a variety of
services, including working with artists and their managers and/or
agents to help choose the venue(s) to host the concert or tour and
determine ticket prices, promoting the concert to the public, and
shouldering the financial risk and potential upside if the show or tour
underperforms/overperforms in terms of profitability. Promoters are
also generally responsible for facilitating payments to the artist,
venue, and other vendors associated with the concert or tour.
23. Artists historically used different promoters for each show in
a new city or region of the country. Today, while local promoters may
book one or a handful of shows in a local market, touring artists
typically use national promoters--principally Live Nation and AEG
Presents (a subsidiary of Anschutz Entertainment Group Inc.
(``AEG''))--as they can offer a single packaged tour deal. These deals
often include a larger, upfront guaranteed payment to the artist for a
national tour with multiple shows across many markets as compared to
one-off shows in a single city or region. Through tour deals, national
promoters reduce their own risk of not generating enough revenue to
cover the artist's guarantee by, in effect, using the profits of
successful shows to mitigate the
[[Page 41334]]
losses of unsuccessful shows within an artist's tour.
24. Live Nation and its much smaller rival (less than half the
size, although even that overstates its competitive significance), AEG,
are the two largest concert promoters in the United States. Both Live
Nation and AEG also separately provide and are compensated for
providing primary ticketing services to venues. No other promoter in
the United States can rival their venue networks, scale, reach, and
connections to compete to promote national tours for major artists on a
regular basis.
25. The second major decision an artist--supported by their manager
and/or agent--must make is which concert venues to use at various stops
on a national tour. Concert venues are the physical spaces or
facilities that host live music. Venues compete to attract artists to
perform at their facility, and artists may choose where to perform
based on a variety of characteristics, including the venue's ambiance,
capacity, location, and acoustics. Sometimes a venue owner separately
contracts with a promoter, like Live Nation, to provide that promoter
with financial incentives for booking and promotions services over an
extended period of time, which predictably can lead a promoter to steer
artists it promotes to perform at the venue. Other times venues provide
these incentives on a show-by-show basis.
26. Venue owners can either operate the facility themselves or hire
a management company to operate it. Venue operators provide and
maintain the facilities where concerts are held and oversee the venue's
services, such as concessions, parking, security, and artist
merchandising. Venue operators usually charge the artist and their
promoter rent to use the facility to perform a concert, and the venue
operator often works directly with the artist in providing related
ancillary services, such as the staging and lighting of a show.
27. Most artists start their careers performing at smaller venues
like clubs or theaters, which offer limited capacities, but at
generally lower costs. These venues allow newer artists to develop and
grow a relationship with their fans in more intimate settings before
moving on to larger venues as their ``draw'' of fans increases. As
artists grow their fan base, they graduate to larger venues. Major
concert venues include large amphitheaters and arenas that are
particularly suited to hosting live concerts for popular artists due to
their capacity, infrastructure, and amenities. Concerts are a vital
source of revenue for these venues.
28. Live Nation owns, operates, or otherwise controls more than 265
venues across North America. For many years, Live Nation has been the
single largest--and growing--owner of American clubs and theaters,
which gives it the unique ability to capture artists early in their
careers. As artists grow their popularity, this early access enhances
Live Nation's ability to funnel artists through the vast array of Live
Nation products and services in the modern live music ecosystem. Live
Nation's control over access to so many popular venues across the
country gives it outsized power and control in this industry.
29. Large amphitheaters, in particular, are attractive venues for
certain popular artists. Amphitheaters are outdoor venues, which allow
artists to take advantage of warm weather in the summer months when
many artists prefer to tour. Many touring artists like amphitheaters
because they generally offer a balance between more seating than clubs
and theaters at a more lucrative compensation and more affordable
prices for fans, and a more curated and intimate artistic experience
than arenas or large festivals. Large amphitheaters are especially
attractive to artists who have graduated from clubs and theaters, but
are not yet able to fill higher-capacity arenas on a consistent basis.
They also may be attractive to artists who once played in arenas or
stadiums but are no longer able to attract the same audience size.
30. Live Nation controls more than 60% of large amphitheaters in
the United States. Live Nation owns, operates, or exclusively books at
least 40 of the top 50 and 60 of the top 100 amphitheaters in the
United States. No other company in the United States owns more than a
handful of amphitheaters, even those with an otherwise sizeable
portfolio of arenas.
31. Today, almost all major concert venues contract with a primary
ticketer to handle the sale of tickets. Primary ticketers orchestrate
the sale of tickets to fans. In the past, tickets for major concert
venues were sold through call centers, retail outlets, and box offices,
all of which could be operated or offered by different parties. Today,
most tickets are sold through the internet and mobile applications and
the most common delivery method is electronic delivery to fans' mobile
phones. The vast majority of major concert venues have an exclusive
arrangement with a primary ticketer, most often Ticketmaster, who is
entitled to manage and sell tickets on behalf of the initial rights
holder--for concerts, this is typically the artist--for all events at
that venue. The primary ticketer manages ticketing inventory and
provides the technology for online ticketing, accounting, payment
processing, and other administrative capabilities.
32. Live Nation's subsidiary, Ticketmaster, is the largest primary
ticketer in the United States. AEG operates AXS, the second largest
primary ticketer in the United States, although it is much smaller
than--less than a fifth of the size of--Ticketmaster. Ticketmaster's
dominance is especially apparent among major concert venues. In 2022,
Ticketmaster's share of primary ticketing for NBA and NHL arenas
exceeded 70%, with AXS and SeatGeek trailing. In the past ten years,
AXS has not moved a single arena away from Ticketmaster. Live Nation's
conduct, including its financial and commercial relationship with venue
manager Oak View Group and the conditioning of access to artists on a
venue's selection of primary ticketer, vitiates many venues' ability to
select a primary ticketer on the merits of its ticketing service,
significantly disadvantaging Live Nation's rivals when they compete for
primary ticketing contracts.
33. In light of existing market dynamics and Live Nation's conduct,
it has been and remains rare for venues in the United States to be
``open,'' which would mean that the dynamism of competition would
decide what primary ticketer wins the contract for a particular concert
at a particular venue. Instead, primary ticketers, notably
Ticketmaster, typically contract to be the exclusive ticketer for a
major concert venue for a period of many years, offering venues up-
front payments in the form of signing bonuses and sponsorships. Indeed,
Ticketmaster's exclusive contracts cover more than 60% of ticket sales
to major concert venues and more than 75% of concert ticket sales to
major concert venues. These exclusive agreements contractually bar any
option of having more than one ticketing company offering
differentiated services to fans at such venues for a single show or
even across shows, with very limited exceptions. This model that locks
in the certainty of exclusivity over the dynamism of open competition
is an intentional business strategy found in the Ticketmaster-dominated
primary ticketing market in the United States, but does not burden
competition for such services in many other parts of the world not
dominated by Ticketmaster.
34. In other countries, many venues are ``open.'' For instance, in
France, concert tickets are often held in a central inventory
management system that is accessible by multiple ticketing
[[Page 41335]]
companies. And in the United Kingdom, a promoter often allocates
bundles of tickets to multiple ticketing providers. No matter the form
it takes, an ``open'' system means that artists, whose incentives for a
lower-cost, higher-quality concert experience are more closely aligned
with fans, are more likely to play a role in choosing the ticketing
company of their choice.
35. In addition to the primary ticketer, fans can buy tickets
through a secondary ticketing platform, where individual ticket
holders, season ticket holders, or businesses can re-sell tickets to
other fans. Secondary ticketing platforms earn revenue through fees
paid by the seller of the ticket and, usually, fees paid by the buyer
of the ticket as well.
36. Ticketmaster's ticketing agreements with a venue sometimes
entitle Ticketmaster to control secondary ticketing services in
addition to primary ticketing services. Ticketmaster's overall share of
resale tickets in North America has grown rapidly since 2019,
accounting for nearly one third of ticket resales in 2022.
Ticketmaster's rapid increase in secondary market share coincided with
its launch of SafeTix technology in or about 2019. SafeTix technology
requires that all transfers occur within the Ticketmaster platform.
This technology makes it harder for fans to use rivals' secondary
ticketing platforms to resell tickets, pushing them instead to the
Ticketmaster resale platform.
B. Money Flows Across the Live Entertainment Industry
37. Today, artists who perform at a live concert must navigate a
complex web of contracts, business relationships, and money flows
across numerous intermediaries and participants. These arrangements
often result in fees and charges being split among various industry
participants in ways that are not always visible to artists, let alone
to fans. Importantly, many of these contracts are interdependent, such
that increases to one incentivize or directly influence increases in
other areas. And at times, the convoluted web of agreements results in
one entity paying on behalf of another, only to then recoup portions of
those funds for its own benefit.
38. Today, fans pay more in fees associated with live music concert
tickets in America than other parts of the world.
39. An intermediary, like Live Nation, makes money through a series
of interconnected agreements it enters into with artists, venues, rival
promoters, and fans by virtue of the many ``hats'' it wears across the
industry. Through these agreements, Live Nation has constructed a live
entertainment ecosystem in which Live Nation can not only extract
revenues at every stage as an intermediary, but on many occasions, also
double-dip across multiple business lines--for example, as both a
ticketer and a promoter--creating a feedback loop that inflates its
fees and revenue, all at the expense of fans.
40. Promoters like Live Nation generate revenue primarily through a
pre-agreed split of the gross ticket sales of a show or tour with the
artist as well as through payments made by venues to incentivize the
promoter to route its artists to perform at a particular venue.
41. When trying to secure the right to promote an artist's tour, a
promoter and artist often negotiate over the artist's guaranteed
payment and the profit split of certain additional concert revenues.
For example, Live Nation typically pays an artist the higher of either
(1) a percentage of the gross ticket sales less expenses or (2) the
artist's guaranteed payment. Guaranteed payments are typically based on
the number of performances in the tour, length of the promotion
contract, and projected ticket sales, while the percentage of the gross
ticket sales less expenses is a set percentage. Live Nation will also
enter into some multi-tour deals where the artist will earn even larger
cash advances today in exchange for the right to promote the artist
exclusively for a certain number of performances or a specific amount
of time. While Live Nation sweetens the upfront incentives for certain
artists by offering these larger cash advances, they extract recompense
in other parts of the ecosystem by, for example, routing their promoted
artists through Live Nation's owned and controlled venues or venues
exclusively ticketed by Ticketmaster. For other artists, Live Nation
typically conditions use of its owned or controlled venues (especially
large amphitheaters) on an artist signing with Live Nation as promoter.
42. In addition to contracting with artists for promotion services,
Live Nation, as a promoter, also frequently and separately contracts
with venues to provide booking and promotions services, in exchange for
a cut of the venue's revenues associated with the shows it brings to
the venue and, occasionally, even a cut from shows that rival promoters
bring to the venue. These agreements can come in a variety of forms and
are known as ``rebate deals,'' ``co-promotion deals,'' or
``drawbacks.'' These revenues generally are not added to the pool of
money Live Nation splits with artists. In fact, some of these payments
functionally remit money back to Live Nation that Live Nation initially
paid to venues on behalf of its artists (e.g., facility rental fee
rebates). These deals--through which Live Nation can essentially claw
back a show's expenditures--reflect Live Nation's power over venues,
derived from its influence over artists' decisions about what venues to
play and when. Over the past few years, Live Nation has continued to
increase its concert promotions fees imposed on venues, which are
passed through to fans.
43. Ticketmaster, as primary ticketer, collects both the face value
of the ticket as well as a host of fees tacked on top of the face value
(``primary ticketing fees''). Ticketmaster, owned by Live Nation,
retains a portion of the fees. The remaining fees are remitted to other
intermediaries like the venue and promoter, which are often Live
Nation-owned entities, amounting to paying several of these fees (or
portions thereof) to itself.
44. ``Ticketing'' Fees. Americans are well-acquainted with the
numerous and different fees appended to the cost of a single ticket to
attend a concert today. The numerous fees that are added on top of each
other--often with little visibility offered to the fan buying the
ticket--contribute to Live Nation's nearly 40% adjusted operating
margin in 2023 for its global ticketing business. In addition to
charging those fees, Ticketmaster often offers consumers the ability to
purchase ticket insurance and ``upsells'' (such as the option to add
parking) at checkout, and it retains a ``cut'' of these revenues as
well. The fees can include, for example:
``Service'' or ``Convenience'' Fees. Service fees,
sometimes called convenience fees, are negotiated between the venue and
the ticketer and can be set in a variety of ways. Sometimes the
ticketer will receive an agreed-upon dollar amount and/or an agreed-
upon percentage of the service fee. Alternatively, the venue and
ticketer might agree in advance as to the actual fee that the fan will
pay for any event and how to split that. Sometimes, the ticketer will
receive a fee based on the face value of the ticket. Under any of those
models, the ultimate fee that the consumer pays results from the
negotiation between the ticketer and the venue. Generally, under these
models, the higher the ticket price, the higher the ticketing fee. As a
result, the fee has no meaningful relation to the actual cost of
providing the ticketing service, which would not vary ticket by ticket
or show by show.
``Platinum'' and ``Pricemaster'' Fees. Not all primary
tickets, however, are subject to the typical ``service'' fees.
[[Page 41336]]
Ticketmaster has two dynamic pricing tools, Platinum and Pricemaster.
For tickets that are dynamically priced by Ticketmaster, consumers
often pay higher ticketing fees. Ticketmaster additionally receives an
``inside fee'' from the promoter amounting to a double dip by
Ticketmaster.
``Per Order'' (or ``Handling'') Fees, which are additional
ticketing service fees charged on top of each order, separate and apart
from the ticketing fees embedded in the service charge. These are often
split between the ticketer and the venue.
``Payment Processing'' Fees, which are additional fees
charged on certain transactions for processing the electronic payment
inherently necessary to purchase any electronically delivered ticket.
``Facility'' Fees, which are fees charged by some venues
and typically remitted in full to the venue.
Although venues retain some proportion of ticketing fees described
above, a significant proportion of the venue's share is often passed
onto promoters, like Live Nation, to incentivize them to steer content
to their venue.
45. The face values of tickets are typically set or approved by
artists, although promoters' offers also influence face values.
Artists, in consultation with their manager and the promoter (either or
both of which might be Live Nation employees), can also decide to
enable dynamic pricing through Ticketmaster's two dynamic pricing
tools, Pricemaster and Platinum, which allow face values to increase
based upon the level of demand for a given concert. Promoters and
venues use Ticketmaster's Pricemaster tool for ``bulk'' dynamic pricing
of groups of seats, while Platinum tickets, on the other hand, are used
to dynamically price at the seat level. For tickets that are
dynamically priced by Ticketmaster, whether as bulk or at the seat
level, consumers often pay much higher face values. Ticketmaster has a
pricing team that makes pricing recommendations--including
recommendations as to average and minimum face value of tickets. And
typically, it is Ticketmaster's own pricing team that adjusts the face
value of tickets based on demand for a particular show.
46. Venues earn revenue by renting their facilities to the artist
and promoter, selling food, beverages, and merchandise to patrons,
collecting ticketing and parking fees, and--sometimes--by sharing in
the profit from concerts through co-promotion agreements with promoters
such as Live Nation. When venues set aspects of ticket fees, they must
not only account for their own operating costs, but also ensure the
fees are sufficient to cover all the payments the venues must make to
intermediaries like promoters and ticketers. For example, venues must
ensure the additional ticket fees cover the fee charged by the primary
ticketing service (generally Ticketmaster) and offset the various
payments they must make to the promoter (often Live Nation). Because of
the interrelated nature of contracts in the industry, money often flows
in multiple directions to and from various intermediaries, sometimes in
both directions for a single show.
47. Live Nation tells the public that the service fees are decided
by the venue. While it is nominally true that ``[t]he venue decides on
the service fees,'' in reality, these decisions are predicated upon the
portion of those fees that Live Nation (via Ticketmaster) will retain
in the first instance--an amount Live Nation negotiates with each venue
in advance of the venue setting the amount of the fee. This arrangement
is consistent with the many other fees extracted at various stages;
those fees may superficially be set by a market participant other than
Live Nation or Ticketmaster, but Live Nation and Ticketmaster
nonetheless have a hand in setting nearly all these fees and often
benefit financially from a significant portion of these fees.
48. In other words, Live Nation's various contracts operate
together to drive up the overall number and size of fees paid by fans.
For example, under many Ticketmaster contracts, when venues increase
their own fees to offset Live Nation's concert promotion charges,
Ticketmaster is entitled to receive a ``ticketing'' fee. This double-
dip by Live Nation (as promoter) and Ticketmaster (as ticketer) means
venues have to raise fan-paid fees just to offset Live Nation's
promotions charges. For example, a venue forced to pay Live Nation a $5
promotions rebate and Ticketmaster a portion of any increased fees
would need to raise fees on fans by significantly more than $5 to break
even.
49. Secondary ticketing providers earn revenue through fees paid by
the seller of the ticket and, usually, the buyer of the ticket as well.
Ticketmaster provides secondary ticketing services via ``TM+'' to
venues when it provides primary ticketing services to the venue hosting
the event. Typically, Ticketmaster has sole discretion to set the
``buyer'' and ``seller'' fees on TM+ transactions. Ticketmaster also
sells secondary tickets via its ``3PE'' tool when it does not provide
primary ticketing services to the venue hosting the event. For those
events, Ticketmaster sets the buyer and seller fees, and Ticketmaster
rarely if ever shares fee revenue of those secondary sales with a
venue, promoter, or artist.
50. In addition to the fees Live Nation extracts under its
ticketing and promotions contracts, Live Nation also generates
significant revenues from its sponsorship and advertising business.
Live Nation takes advantage of its vast network of venues and high
volume of tickets to secure substantial sponsorship and advertising
revenue--further deepening its pool of profits. It sells signage
rights, online advertising, beverage pouring rights, venue-naming
rights, and more. Live Nation considers its sponsorship and advertising
business to be one of its high-margin businesses.
51. Live Nation is able to extract significant revenues through its
sponsorship and advertising business in part by controlling access to
fans at performances where advertisers want to reach them. By
controlling the vast majority of large amphitheaters in the United
States--pushing concerts to venues it owns, operates, and/or
exclusively tickets; locking in key artist talent; and growing the
massive data trove it has accumulated as a ticketer--Live Nation is
able to drive substantial advertising revenue that feeds the rest of
its business.
C. Live Nation's ``Flywheel''
52. Founded in 1996, Live Nation began as a live events promoter.
Over the following three decades, Live Nation expanded its reach across
nearly the entire live entertainment industry--live events promotions,
primary ticketing, secondary ticketing, venue ownership and operations,
music festivals, artist management, sponsorships, and more. Live Nation
controls wide swaths of live music in the United States because of its
multidimensional power.
53. Live Nation uses its concert promotion business--the core of
its ``flywheel''--to feed its other high margin businesses, including
Ticketmaster's ticketing business, Live Nation's network of venues, as
well as Live Nation's sponsorship and advertising business.
54. As Live Nation's CEO put it, concert promotion is the business
that gives the company control over content that feeds Live Nation's
three high margin businesses:
At the core is our flywheel. It's the concert business . . . It's
the lower margin part of our business. But in order to get into
these three high margin businesses and be competitive, we have to
have that scale [in concerts] . . . [Our] leadership position [in
[[Page 41337]]
concerts] drives the three high margin businesses that are driving
our true cash flow and EBITDA.
55. The graphic below, based upon Live Nation documents,
demonstrates how the flywheel entrenches Live Nation's profits and
power.
56. The modified graphic below, based upon Live Nation's public
filings, demonstrates how this flywheel generates substantial revenues
and profits across Live Nation's businesses.
[GRAPHIC] [TIFF OMITTED] TN06JY26.086
[GRAPHIC] [TIFF OMITTED] TN06JY26.087
57. Live Nation wields its power in concert promotions to fuel and
drive its primary ticketing business. This presents a Hobson's choice
for major concert venues that Live Nation does not already own or
otherwise control: either choose Ticketmaster as their exclusive
provider of primary ticketing services and benefit from access to Live
Nation concerts, or choose a rival ticketing company and risk losing
access to Live Nation concerts. Losing access to even a portion of Live
Nation's tours can seriously harm venues that rely on highly profitable
concerts.
58. Live Nation does not have to threaten individual venues
explicitly (although it does) to discourage them from signing ticketing
contracts with competitors. The risks are well-known in the industry,
and Live Nation's topmost executives remain outspoken that Live Nation
likely will steer concerts away from independent venues that do not
select Ticketmaster as their ticketer. Live Nation's CEO publicly
acknowledged as much in not-so-subtle terms:
We can't say to a Ticketmaster venue that says they want to use a
different ticketing platform, ``If you do that, we won't put shows
in your building.'' . . . [But] we have to put the show where we
make the most economics, and maybe that venue [that wants to use a
different ticketing platform] won't be the best economic place
anymore because we don't hold the revenue.
59. The power and profits from Live Nation's high-margin businesses
(including Ticketmaster and
[[Page 41338]]
Sponsorship & Advertising) help keep the flywheel spinning by
financially fueling (what may appear on paper to be) Live Nation's less
profitable promotions business. Live Nation can do this in a number of
ways. For example, for top artists, Live Nation can use profits from
other business lines to fund break-even or even unprofitable exclusive
promotion contracts on a standalone basis to keep feeding the flywheel.
Rival promoters often find themselves unable to match Live Nation's
offers to artists because Live Nation can subsidize artist offers with
profits from ticketing and other higher margin businesses. (Of course,
some of Live Nation's exclusionary conduct also is aimed at weakening
or eliminating rivals, and reducing the amount Live Nation needs to bid
to win artists' business). At the same time, artists who do not choose
Live Nation to promote their shows or tours can find themselves locked
out of Live Nation-owned and controlled venues, including Live Nation's
large stable of amphitheaters that are more accessible for fans.
60. Live Nation also uses consumer data--acquired through primary
and secondary ticketing sales--to augment its ability to feed its
flywheel. As Live Nation's CEO put it: ``No one has 80 million
customers segmented in a database as rich as ours . . . that audience
and that platform is really the key, unique part of our business.''
61. As described below, Live Nation's conduct and anticompetitive
scheme further create and enhance barriers for rivals and nascent
threats while cementing Live Nation's grip on nearly every corner of
this ecosystem. Industry participants recognize that rivals must
participate at scale and at multiple points of the concert ecosystem to
compete effectively with Live Nation. For example:
Live Nation's self-reinforcing conduct and power in
promotions, ticketing, and venue access disadvantages rivals that do
not have a similar portfolio of intertwined assets, increasing barriers
for those that do not enter and expand in multiple markets
simultaneously.
Ticketing rivals must invest in and develop ticketing
systems robust enough to handle high-demand on-sale events for popular
artists, fraud/protection and credit card access for fans, and back-
office support. Rival ticketers must also accumulate sufficient data to
target, market, and advertise shows to fans, as well as sufficient
working capital to secure business, all at a time when there are
limited opportunities to even compete to dislodge Ticketmaster's
monopoly that is maintained by long-term, exclusive ticketing contracts
and the content threat and thereby recoup this investment.
Promotions rivals face similar obstacles. They need
significant capital to fund tour payments (often millions of dollars),
enough scale to hedge against the risk of any single tour failing,
extensive relationships with artists, artist managers, agents, and
venue operators (and, on the flip side, willingness of those market
participants to use a competitor without the fear of retaliation by
Live Nation or its surrogates), and enough experience and data from
previous tours to make effective routing and pricing recommendations to
artists.
D. History of Live Nation and Ticketmaster
62. SFX Entertainment, which later became Live Nation, was founded
in 1996 and rapidly began rolling up smaller entertainment companies to
consolidate power in concert promotions. That strategy continues today.
As Live Nation's current CEO has explained, this strategy of
consolidation ``from day one'' is part of the company's DNA: ``we want
to continually be the largest promoter in the world, have as many boots
on the ground in as many cities and countries in the world as possible
. . . .''
63. Ticketmaster, Inc. was founded in 1976 as an independent
ticketing company. It has been the largest primary ticketer for major
concert venues for decades. Like Live Nation, Ticketmaster initially
rose to power in part through a series of acquisitions that
consolidated the company's dominant position in primary ticketing.
Ticketmaster also expanded and cemented its dominance by pushing
through changes to the structure of ticketing contracts that reduced
competitive pressures to lower ticketing fees that are ultimately borne
by fans.
64. Ticketmaster restructured how ticketing companies get paid for
their services. Venues used to pay ticketing service companies to
ticket events. But in the early 1980s, Ticketmaster started passing
more ticketing costs onto consumers (who effectively have no choice in
selecting the ticketer) in the form of fees, and then sharing some of
the additional revenue with venues. Second, Ticketmaster began paying
venues large upfront advances in exchange for the exclusive, multi-year
right to sell and distribute their tickets.
65. On February 10, 2009, Live Nation (then known as Live Nation,
Inc.) and Ticketmaster (then known as Ticketmaster Entertainment,
Inc.), agreed to merge. At the time, Live Nation was an emerging direct
competitor to Ticketmaster in primary ticketing services: after
spending nearly two years evaluating, licensing, and developing its own
ticketing platform, Live Nation had rapidly become America's second-
largest primary ticketer at major concert venues.\2\ Alleging the
merger would likely substantially lessen competition in the provision
and sale of primary ticketing services for major concert venues, the
United States and nineteen states and commonwealths \3\ filed a case
challenging the merger under Section 7 of the Clayton Act, 15 U.S.C.
18.\4\ The parties agreed to a consent decree, entered as a final
judgment in the Section 7 case on July 30, 2010, allowing the merger to
proceed subject to certain conditions.\5\
---------------------------------------------------------------------------
\2\ Amended Complaint at 5-6 ] 3, 13-14 ] 34, United States et
al. v. Ticketmaster Ent., Inc., et al., No. 1:10-cv-00139, (D.D.C.
Jan. 29, 2010), ECF No. 5.
\3\ Specifically, the States of Arizona, Arkansas, California,
Florida, Illinois, Iowa, Louisiana, Nebraska, Nevada, New Jersey,
Ohio, Oregon, Rhode Island, Tennessee, Texas, Washington, and
Wisconsin, and the Commonwealths of Massachusetts and Pennsylvania.
Id. at 1.
\4\ Id. at 17 ] 46.
\5\ Final Judgment, United States et al. v. Ticketmaster Ent.,
Inc., et al., No. 1:10-cv-00139 (D.D.C. July 30, 2010), ECF No. 15.
---------------------------------------------------------------------------
66. In January 2020, the United States filed a motion to modify the
consent decree in the Section 7 case.\6\ Ticketmaster and Live Nation
denied the allegations but ultimately agreed to the United States' and
some state co-plaintiffs' proposed amendments to the consent decree.\7\
The court entered the amended consent decree as an amended final
judgment that, among other things, partially extended the decree's
effective date through December 31, 2025.\8\ The court then closed the
Section 7 case on February 29, 2020.\9\ Several of the Plaintiff States
here were not parties to the 2010 or 2020 decrees.
---------------------------------------------------------------------------
\6\ Motion to Modify Final Judgment and Enter Amended Final
Judgment, United States et al. v. Ticketmaster Ent., Inc., et al.,
No. 1:10-cv-00139 (D.D.C. January 8, 2020), ECF No. 22.
\7\ Memorandum in Support of Motion to Modify Final Judgment and
Enter Amended Final Judgment at 2, United States et al. v.
Ticketmaster Ent., Inc., et al., No. 1:10-cv-00139 (D.D.C. January
8, 2020), ECF No. 22.
\8\ Amended Final Judgment, United States et al. v. Ticketmaster
Ent., Inc., et al., No. 1:10-cv-00139 (D.D.C. Jan. 28, 2020), ECF
No. 29.
\9\ Minute Order, United States et al. v. Ticketmaster Ent.,
Inc., et al., No. 1:10-cv-00139 (D.D.C. Feb. 19, 2020).
---------------------------------------------------------------------------
67. In the years since, Live Nation and Ticketmaster have committed
additional, different, and more expansive violations of the antitrust
laws compared to the narrower scope of the Section 7 case. As detailed
below, Live Nation and Ticketmaster have
[[Page 41339]]
engaged in ongoing unlawful monopolization of markets across the
concert industry in violation of Section 2 of the Sherman Act and state
analogues. For example, since 2020, Live Nation and Ticketmaster have
unlawfully coopted actual and potential rivals to remove competitive
threats and cement Live Nation's and Ticketmaster's dominance of the
concert industry. In addition, as also detailed below, Live Nation and
Ticketmaster have violated Section 1 of the Sherman Act and state
analogues. For example, since 2020, Ticketmaster has entered into long-
term exclusive ticketing agreements with venues. The Section 7 consent
decree--which addressed a claim different from those at issue here--has
failed to restrain Live Nation and Ticketmaster from violating other
antitrust laws in increasingly serious ways.
IV. Live Nation Maintains Monopolies and Market Power Across the Live
Concert Ecosystem Through an Anticompetitive and Exclusionary Course of
Conduct
68. Live Nation maintains and exercises its power through a
coordinated pattern of anticompetitive conduct that serves a variety of
ends: expanding its scope and reach into every crevice of an
increasingly more complex and interconnected ecosystem, eliminating
rivals, continuing to increase barriers to entry, and inhibiting
competition on the merits. Each act is exclusionary on its own. But the
acts also work together across the ecosystem, enhanced by the flywheel
and scale effects, to magnify the anticompetitive force of the scheme.
69. Live Nation's strategy includes several forms of
anticompetitive conduct across its various intermediary roles that work
in harmony to protect Live Nation's power and keep rivals at bay. For
example:
Live Nation enters into agreements with rivals not only to
remove them, but also to cement and expand its dominance.
Live Nation engages in threats (directly or through
intermediaries) and pressure campaigns to nullify rivals or nascent
threats.
Live Nation relies on ``carrots and sticks'' to induce
venues to sign long-term exclusive ticketing contracts that offer
durable protection for Ticketmaster's dominance. Venues have seen that
if they sign with a Ticketmaster competitor, they risk losing lucrative
Live Nation concerts and may suffer other harmful retaliation.
Live Nation conditions artists' access to its vast and
desirable network of amphitheaters and other venues on choosing Live
Nation as the promoter, which enables the company to expand its control
over artists and third-party venues alike.
Live Nation removes and neutralizes potential competitors
and nascent threats via acquisitions, joint ventures, and other
contractual agreements.
A. Oak View Group: Nascent Competitor to a Self-described ``Hammer''
for Live Nation
70. Live Nation and Oak View Group have colluded and established a
partnership to allocate business lines, avoid competing with each
other, and chart a mutually beneficial plan to cement Live Nation's
dominance. Oak View Group is a leading American venue development and
management company uniquely positioned to compete against Live Nation.
Oak View Group has a portfolio of over 200 venues in the United States,
including more than 100 venues that it manages but does not own. It was
founded in 2015 by two industry giants whose combined
r[eacute]sum[eacute]s include roles as the former CEO of AEG, the
former CEO of Ticketmaster, the former chairman of Live Nation, and the
owner of The Azoff Company, whose portfolio includes one of the world's
leading artist management companies: Full Stop Management.
71. Oak View Group's experience and relationships with venues and
artists make it particularly well-suited to be a real competitor to
Live Nation in the United States concert promotion business. Oak View
Group's ownership structure also gives it a key asset any would-be
promotions rival needs to compete against Live Nation: access to
capital. In 2018, private equity firm Silver Lake invested $100 million
in Oak View Group, in which it now holds a controlling stake.
72. Unsurprisingly, then, Live Nation recognized Oak View Group's
promotion capability by categorizing Oak View Group as one of its
``Biggest Competitor Threats'' shortly after Oak View Group was
founded. Over time though, Oak View Group and Live Nation morphed from
competitors into partners who found it easier and mutually beneficial
to work together rather than compete. Oak View Group now operates as an
agent and a self-described ``pimp'' and ``hammer'' for Live Nation,
often influencing venues and artists for the benefit of Live Nation. As
Oak View Group's CEO recently emphasized to Live Nation's CEO, ``[j]ust
like I tell our folks we 100% always protect you and LN on your
lanes,'' and ``I always protect you on rebates, promotor position,
ticketing.'' The cozy relationship between Live Nation and Oak View
Group covers several areas that ultimately impact fans.
73. First, Live Nation and Oak View Group have agreed to a
competitive d[eacute]tente in concert promotions to avoid competition
between the two companies over artists and tours. In 2016, for example,
after learning that Oak View Group offered to promote an artist Live
Nation had previously promoted, Live Nation's CEO immediately emailed
Oak View Group, warning that such competition would only lead to
artists demanding more compensation. He wrote: ``whats up? We have done
his [touring] and vegas[.] Let's make sure we don't let [the artist
agency] now start playing us off.'' Oak View Group's CEO backed down:
``Our guys got a bit ahead. All know we don't promote and we only do
tours with Live Nation.'' Oak View Group's other co-founder followed
up: ``Growing pains,'' later noting that Oak View Group's executives
``should never discuss comp [for artists],'' and Oak View Group's
talent buyers would work for Live Nation.
74. This was not a one-off episode. In 2022, Live Nation's CEO
again challenged the CEO of Oak View Group after learning that Oak View
Group made another direct promotions offer: ``who would be so stupid to
do this and play into [the artist agent's] arms''? Oak View Group's CEO
again backed down: ``We have never promoted without you. Won't.'' Oak
View Group's CEO later added that he was ``[m]ore than happy to do
these deals thru LN as I have always been aligned,'' and that ``I never
want to be competitors.''
75. As a Senior Vice President at Oak View Group explained to a
colleague in 2019 when approached about potentially bidding on a tour:
``It has been our policy to stay on the sidelines when it comes to
buying and specifically promoting tour dates as we are cognizant not to
compete with our partner Live Nation in this side of the business.''
76. Second, just as Oak View Group effectively ceded the concert
promotions space to Live Nation, Live Nation effectively ceded its
arena consulting business to Oak View Group.\10\ Shortly after its
founding, Oak View Group formed an alliance with venues to provide
``insights and access to premier sports and live entertainment
content,'' a venture that encroached on
[[Page 41340]]
Live Nation's own consulting business, Live Nation Arenas. To relieve
this competitive friction, Oak View Group's CEO proposed that Live
Nation Arenas combine with Oak View Group and that the head of Live
Nation Arenas join Oak View Group's alliance board of advisors, which
he did. In his proposal, Oak View Group's CEO warned the head of Live
Nation Arenas, ``[w]e are experiencing Arena's that want to play us off
one another.''
---------------------------------------------------------------------------
\10\ Arena consulting services are advisory services for venues
that may include assistance with booking shows, selecting and
working with promotors and ticketers, and getting sponsorship deals.
---------------------------------------------------------------------------
77. Live Nation identified three paths forward with regard to Oak
View Group: ``1) Lead 2) Follow 3) or get out of the way.'' Live Nation
ultimately decided to ``get out of the way'' in deference to Oak View
Group, just as Oak View Group agreed to get out of the way of Live
Nation for promotions. In some instances, Live Nation Arenas and Oak
View Group decided to partner with one another for agreements with
venues, sharing the profits instead of competing for the contracts. The
relationship between Live Nation and Oak View Group is so cozy that
these venue partnerships were entered into on nothing more than verbal
agreements. Through its venue development deals, venue management
deals, and venue alliances, Oak View Group can help direct Live Nation
content to venues across the country and demand or influence the use of
Ticketmaster at these venues.
78. Third, Live Nation exploits its long-term relationship with Oak
View Group to flip venues to Ticketmaster, further cementing
Ticketmaster's power. In 2022, Live Nation and Oak View Group entered
into a long-term ticketing services agreement. This agreement makes
Ticketmaster the exclusive primary ticketer for the five venues owned
by Oak View Group and obligates Oak View Group to ``advocate for''
exclusive agreements with Ticketmaster for more than 100 venues Oak
View Group manages. The agreement also applies to all future venues
owned or managed by Oak View Group, essentially locking those venues
into long-term exclusive Ticketmaster agreements.
79. For Oak View Group-managed venues currently under exclusive
ticketing agreements with Ticketmaster, the agreement obligates Oak
View Group to advocate to the venues for extensions of those agreements
on the existing terms, with an annual increase to Ticketmaster's
portion of the per-ticket service fee for primary tickets. For venues
not currently utilizing Ticketmaster, the agreement obligates Oak View
Group to advocate that the venues enter into exclusive Ticketmaster
agreements with predetermined standard financial terms. These terms
include fee splits for primary ticket sales that are generally less
favorable for the venues than their current ticketing contracts.
Nonetheless, Live Nation has enlisted Oak View Group to push these new
contracts, subverting the ticketer selection process Oak View Group
runs on behalf of its clients. As Oak View Group's CEO explained to
Live Nation's CEO, the deal ``allows us to tie up all Owned and
Operated facilities to 10 year deals, develop a standard A and B market
deal for all future projects and to convert all OVG 360 deals to TM now
or as they expire for 10 years. . . Appreciate the consideration and
partnership and all of us will work diligently on this so we are always
aligned with TM.''
80. Oak View Group's compensation for its ``advocacy'' includes a
substantial ``incentive payment'' from Live Nation plus significant
annual payments. Through these payments, Oak View Group is able to
share in the Ticketmaster monopoly profits it helps protect. Oak View
Group projected that the deal would flip at least 22 venues to
Ticketmaster over the next four years; Live Nation likewise recognized
that this deal was a ``win'' for Ticketmaster because it
``incentiviz[ed]'' Oak View Group ``to convert all the [Paciolan]
buildings to [Ticketmaster].'' As venue manager, Oak View Group is able
to control which non-incumbent ticketing services are invited to submit
bids for ticketing service proposals and often only invites
Ticketmaster. The agreement between Live Nation and Oak View Group
takes off the table several of the limited opportunities rival
ticketers have to compete against Ticketmaster. So far, Oak View Group
is on pace to hit its goal: in 2023 Oak View Group converted six venues
to Ticketmaster.
B. Live Nation threatens rivals to blunt expansion into U.S. concert
promotions
81. Live Nation also wields its power to keep other rivals from
expanding in the concert promotions market in the United States. For
example, in 2021, Live Nation threatened commercial retaliation against
private equity firm Silver Lake, unless one of its portfolio companies,
TEG, stopped competing with Live Nation for artist promotion contracts
in the United States. These threats ultimately succeeded, and Silver
Lake has tried to sell TEG altogether.
82. Prior to the TEG incident, Live Nation and Silver Lake had a
relationship through Silver Lake's ownership of Oak View Group, which,
as discussed above, became a functionary for aspects of Live Nation's
anticompetitive scheme. But TEG's attempt to expand its role in the
live music industry in the United States--a clear direct threat to Live
Nation--quickly threatened to sour that relationship.
83. Live Nation's campaign to squash competition with TEG took
place at the highest levels. In 2021, Live Nation's CEO complained to
Oak View Group's co-founder that TEG was ``[f]ull on competitors.'' Oak
View Group, in turn, conveyed to Silver Lake that Live Nation was ``not
happy.'' Live Nation's CEO then escalated his complaints to Silver Lake
directly, conveying: ``I am all in on [Oak View Group] where the big
play lies with venues--why insult me with this investment in ticketing/
promotions etc.''
84. Later in 2021, after learning that TEG made offers to prominent
artists in the United States, Live Nation executives discussed how
``[TEG] will be everywhere'' and ``will hunt big names.'' After
learning that TEG succeeded in securing a prominent artist for a
concert at the Los Angeles Coliseum, Live Nation used its exclusive
ticketing deal with the venue to frustrate TEG's concert. For this
concert, TEG had reached an agreement with StubHub where TEG would sell
a certain number of tickets on StubHub's platform. In response, Live
Nation, through its subsidiary Ticketmaster, which was the exclusive
ticketer for all shows at the venue, ``threat[ened] not to honor any of
those tickets'' and demanded that TEG either ``unwind'' its deal with
StubHub or transfer the ticketing proceeds to Ticketmaster. A
Ticketmaster executive noted, ``if TEG [thinks] they can come into
[North America] and take whatever they want off our platform we will
have a massive problem.'' Ultimately, StubHub stopped selling tickets
and attempted to work with Ticketmaster to fulfill the tickets that it
had already sold. But Ticketmaster failed to fulfill many of those
tickets to StubHub's customers, and hundreds of StubHub's customers
were refused entry to the event.
85. After learning about the TEG concert, Live Nation's CEO again
threatened Silver Lake, TEG, and Oak View Group. As Live Nation's CEO
put it, he ``fail[ed] to understand'' why Silver Lake ``continue[d] to
invest in a business that competes with LN/OVG. . . .'' Live Nation
threatened to pull its support from Oak View Group and instead back an
Oak View Group competitor unless TEG stopped competing with Live Nation
in the United States:
[[Page 41341]]
I can assure you the OVG investment is a much bigger win then
T[E]G . . . . LN declared to back OVG vs other developers or going
solo and it's been a huge win for both sides--we have over 20 global
arenas in development that neither could do without the other . . .
do you really want LN backing [AEG's venue development and
management company]. . .? Seems like a dumb trade off??
86. The co-founder of Oak View Group, who refused to allow TEG to
promote any of his large roster of artist clients,\11\ thereafter
informed Live Nation that he was going to demand that Silver Lake sell
TEG. Live Nation's CEO replied, ``Love ya.''
---------------------------------------------------------------------------
\11\ Oak View's co-founder also owns a large artist management
company, Full Stop Management.
---------------------------------------------------------------------------
87. TEG soon stopped competing for concert promotions in the United
States. Silver Lake now seems ``intent on dumping teg'' and has asked,
through the founder of Oak View Group, whether Live Nation would be
interested in purchasing TEG.
C. Using ``carrots'' and ``sticks,'' Live Nation locks venues into
exclusive, long-term ticketing agreements with Ticketmaster that shut
out competition
88. Live Nation puts a ``choice'' to venues: use Ticketmaster and
potentially receive a significant payment for long-term exclusivity or
use another ticketer and risk losing access to the vast array of Live
Nation assets, including lucrative concerts. Sometimes Live Nation is
bold and communicates this threat directly. Other times, the expression
of the threat may be implicit, but the meaning is self-evident. And in
some circumstances, Live Nation deploys its extensive network of
intermediaries to communicate this ``choice.'' Sometimes, the
``choice'' does not have to be communicated at all. It is well
understood across the live concert industry, as a result of Live
Nation's historical conduct and exactly as Live Nation intended, that
choosing ticketers other than Ticketmaster carries enormous risk and
financial pain.
89. Live Nation's reputation and history of retaliation are so well
known in the industry that Live Nation does not have to (although it
still does) explicitly threaten individual venues. Instead, its threats
have become more public and generalized. As Live Nation's CEO told the
industry in 2019, Live Nation's concert promotions business decides to
host concerts ``where we make the most economics,'' which usually means
venues where Ticketmaster holds the primary ticketing contract. Venues
considering primary ticketing options understand all too well the risks
of switching to another ticketer, and some even model the loss they
would suffer if they switched and lost access to some of Live Nation's
concerts. The threat of steering shows away from venues allows Live
Nation to exercise its monopoly power to get better promotions deals
and impose Ticketmaster on venues.
90. Live Nation has a number of punitive tools it can use to
retaliate against venues, even without making good on the catastrophic
threat of pulling or moving concerts completely. In addition to
reducing the number of concerts it places at a venue, Live Nation has
the power to move shows to less desirable and less lucrative dates,
curtail promotional efforts, and force venues to disable secondary
ticketing on non-Ticketmaster platforms (potentially making unsure fans
less likely to commit to tickets in the first place and frustrating
fans who do buy tickets but change plans).
91. These kinds of threats and punishments are not just how Live
Nation acquired its outsized power in every corner of this industry. In
fact, Live Nation has continued to use this playbook in recent years.
For example, in 2021, Live Nation threatened retaliation against a
venue that had decided to switch from Ticketmaster to SeatGeek for
primary ticketing. That venue had decided to switch, in part, because
SeatGeek offered to share a greater percentage of the fees associated
with secondary ticketing.
92. Upon learning about the potential switch, a senior Live Nation
executive texted a not-so-subtle warning to the venue's CEO:
``Apparently seatgeek are telling [nearby venue] and others that they
have a contract deal with you guys already?? Anyways should think about
bigger relationship with LN not just who is writing a bigger
sponsorship check.'' A few days later, Live Nation's CEO emailed the
venue's owner that Live Nation ``will be very concerned that seatgeek a
secondary provider will be selling our LN artist tickets when not
authorized by the artist.''
93. Once the venue switched to SeatGeek, Live Nation followed
through on its threats, re-routing concerts to other venues. Live
Nation's promotions business also demanded that the venue disable
secondary ticketing on SeatGeek's platform for all Live Nation-promoted
concerts, depriving the venue and SeatGeek of secondary fee revenue.
94. Live Nation eventually relented and allowed the venue to enable
secondary ticket sales--but only after (a) the venue agreed to split
its share of secondary fee revenue (sourced through SeatGeek) with Live
Nation, and (b) SeatGeek agreed to change its ticket-buying interface
to make it conform, in some respects, to Ticketmaster's without regard
to whether that was what fans or the venue preferred. In particular,
Live Nation demanded that SeatGeek change the way it distinguished
primary and secondary tickets (to make it more like Ticketmaster) and
limit the use of its fan-friendly tool called ``DealScore.'' Given all
of Live Nation's complaints, which it directed to the venue, it is
unsurprising that within about a year, that venue returned to
Ticketmaster.
95. The knowledge and awareness in the industry--that Live Nation
will route shows away from venues that do not choose Ticketmaster--is
so widespread that other intermediaries deliver threats and warnings to
venues for Live Nation's benefit. For example, Oak View Group, Live
Nation's self-described ``hammer,'' has made such threats to at least
one venue. And at least one other venue has been warned by a rival CEO
that Live Nation would move shows away from the venue if it selected
SeatGeek for primary ticketing services.
96. Even Live Nation's biggest competitors fear losing concerts if
they do not use Ticketmaster. Live Nation's principal competitor, AEG,
has an approximately 30% ownership stake in Anschutz Spectacor
Management (``ASM Global''), a venue management company that manages
more than 30 arenas in the United States. ASM Global resulted from a
2019 merger between AEG Facilities and Spectacor Management Group
(``SMG''). Before the merger, SMG's legacy venues had used Ticketmaster
as their exclusive primary ticketer, and AEG Facilities' legacy venues
had used AXS as their exclusive primary ticketer. Through its minority
interest in ASM Global, AEG advocated for AXS to serve as the exclusive
primary ticketer for the ASM Global venues AEG now partially owned. But
ASM Global's majority shareholder Onex worried that Live Nation would
retaliate by withholding shows from ASM Global venues if ASM Global
entirely switched away from using Ticketmaster.
97. To avoid losing access to concerts at ASM Global venues by
``alienating'' Live Nation, AEG was forced to accept that Ticketmaster
would remain the dominant provider at ASM Global venues despite AEG's
partial ownership of ASM Global and AEG's ability to provide an
alternative primary ticketer, AXS. AEG agreed Ticketmaster would remain
the default primary ticketer for most ASM Global venues, with AEG
reserving the right to use AXS for events promoted by AEG.
98. These threats--whether direct or indirect, explicit or
implicit-- coupled
[[Page 41342]]
with Live Nation's multi-pronged strategy of long-term exclusive
agreements, a history of retaliation, and other exclusionary conduct--
means neither venues nor artists are free to choose ticketers based on
their own assessment of price, quality, or value. They are not free to
choose a ticketer based on the best technology, or most favorable
contract terms, or simply what works best for them or--importantly--
what works best for the fans that fill venues to see their favorite
artists. Instead, venues, artists, fans, rivals, and others throughout
the live concert industry must navigate an ecosystem created by Live
Nation, defined by its dominance in promotions and ticketing, together
with its extensive network of venues (especially amphitheaters), and
limited by Live Nation's restrictions and restraints.
D. Ticketmaster's long-term exclusive agreements with venues are
designed to lock up share and lock out competition, which forecloses a
substantial share of primary ticketing markets
99. Ticketmaster's long-term, exclusive agreements with venues are
a key tool to protect Live Nation's stranglehold on the live concert
industry, and on primary ticketing in particular. These agreements make
Ticketmaster the sole provider of primary ticketing services for all or
nearly all events held at a venue for multiple years, sometimes as long
as 14 years.
100. Ticketmaster's exclusive agreements cover more than 75% of
concert ticket sales at major concert venues, foreclosing a substantial
share of the primary ticketing market from rival ticketers. In 2022
alone, for example, Ticketmaster signed several lengthy deals with
major concert venues.
101. Ticketmaster is quite clear about why it focuses on these
deals: they are, in Ticketmaster's own words, a ``[h]edge against
significant improvements by the competition or even a new competitor''
because the ``client is under contract for longer and not able to leave
[Ticketmaster] or price the competition's offer into our new deal for
an extended time.'' In other words, even if a rival ticketer were to
offer a better price, a better product, or simply a better ticketing
experience, a Ticketmaster-exclusive venue would not be able to choose
the rival for a long time, often a decade.
102. Before its long-term exclusive agreements expire, Ticketmaster
also works defensively to deny rivals the opportunity to compete at
all, by, for example ``[m]itigat[ing] competitor growth.'' Ticketmaster
often renews or extends these ticketing agreements before they expire,
thus preventing rivals like SeatGeek and AXS from being able to bid at
all. This not only eliminates the chance Ticketmaster will lose the
contract but also mitigates competitive pressure on Ticketmaster to
improve the terms of the contract. As one internal Ticketmaster
presentation from 2021 recognized: ``When We Compete with [SeatGeek] on
an Open Bid, We Can Lose . . . GM [Gross Margin]/Ticket.'' To prevent
competition, Ticketmaster analyzed top sports leagues and venues to
identify ``key clients to renew early and ensure continued concert
revenue and block SeatGeek.''
103. To ensure their existing locked-in venues agree to early
renewals and thereby block competition from a rival for the contract,
Ticketmaster used COVID-19 as an opportunity to extend the terms of its
existing long-term venue ticketing agreements by one year. After one
venue resisted, telling Ticketmaster that it disagreed and intended to
sign with a rival, Ticketmaster's counsel wrote: ``Any effort by [the
venue] to switch ticketing service providers before [the extension
date] would be a breach of contract, and any announced intention to do
so would be an anticipatory breach.'' In a conversation between that
venue's CEO and Live Nation executives, Live Nation's CFO indicated
Live Nation would ``drop'' the contractual dispute if the venue agreed
to enter into a new ticketing contract with Ticketmaster, but not if
the venue went with a rival.
104. Ticketmaster's renewal strategy not only blocks potential
rivals but also creates friction--legal costs and otherwise--to ensure
venues do not even try to pursue a competitive bidding process. These
tactics have worked: Ticketmaster has publicly touted its ``incredible
high renewal rate,'' which, historically, is virtually 100%.
105. These strategies are part of a deliberate and defensive series
of actions and decisions designed to lock up venues, lock out
competitors, and hold the industry hostage from innovation and
evolution. For example, Ticketmaster considered the pros and cons of
``opening'' venues in the United States, that is, eliminating its
exclusivity to permit multiple primary ticketers to service a venue or
a particular concert. It recognized that fans could benefit from open
venues because it would be ``easy to find & purchase tickets anywhere
(e.g., [StubHub, SeatGeek], Groupon)'' and fans could find
``competitively priced tickets across various touch points.'' Venues
too could benefit, because having multiple ticketers would enable
venues to ``limit risk of unsold inventory, `pack the house,' ''
``maximize revenue among primary inventory (reduce resale),'' ``limit
bad PR from resale arbitrage attributed to sell-outs,'' and ``reach new
audiences/better know their fans.'' When venues have proposed non-
exclusive ticketing contracts, Ticketmaster has almost invariably
rejected the request, even outside the live concerts space. For
example, after one NHL team requested a non-exclusive ticketing deal, a
Ticketmaster executive forwarded that request internally, stating his
reaction, ``Protect our Exclusivity for primary of course.'' That
Ticketmaster contract remains exclusive.
106. And even though Live Nation agreed to limited non-exclusivity
for AEG-promoted shows at certain ASM Global venues as part of its
recent contract negotiation--to dislodge its largest ticketing rival
(AEG's AXS) from the very venues that its largest promotions rival
(AEG) partially owns--one Ticketmaster executive stated internally:
``[i]t's not something we would do for another client.'' If even AEG
must acquiesce to Live Nation's demands that Ticketmaster exclusively
ticket every show at AEG's own affiliated venues--save those shows
promoted by AEG--no other major concert venue owner stands a chance.
And when other clients--none of which owns a sizable ticketer or
promoter--have asked for a similar arrangement, Ticketmaster has ``shot
it down as a non-starter.''
107. While the industry and fans would benefit from ``opening,''
Ticketmaster and its parent company, Live Nation--as the incumbent
monopolists--would not. As one Ticketmaster executive has recognized:
``Open is WAY more attractive as a competitor strategy, not as an
incumbent.'' For Ticketmaster, the success of exclusivity combined with
Ticketmaster's already high market share in the United States are fool-
proof ways to maintain its empire, the benefits of which are reflected
in Ticketmaster's bottom line. Primary ticketing fees are far higher in
the United States than in other countries around the world:
[[Page 41343]]
[GRAPHIC] [TIFF OMITTED] TN06JY26.088
108. Ticketmaster's exclusive agreements also inhibit the growth of
more specialized ticketing services and different business models. For
example, Ticketmaster's exclusivity provisions deny most artists the
ability to sell tickets directly to their most passionate fans and
``fan clubs'' through pre-sale windows. Since third parties often
charge less than Ticketmaster, when selling to fan clubs through non-
Ticketmaster ticketing systems, artists are better able to control
ticketing fees. Through fan clubs or other alternative ticket
distribution methods, artists can also offer tickets alongside other
experiences and opportunities that can improve the concert experience
or increase value for fans. Alternative distribution methods can also
provide artists greater control over how, when, and to whom tickets are
made available. Ticketmaster previously allowed tickets to be sold
through third parties to fan clubs in accordance with its Fan Club
Policy. But after acquiring one such third-party provider of tickets to
fan clubs in 2018, Ticketmaster has used its exclusive ticketing
contracts with venues to curtail artists' ability to use third-party
providers for fan club sales--at the expense of artists' choice and
their relationships with fans.
109. Ticketmaster further uses its extensive network of long-term
exclusive ticketing contracts to raise the costs of rival ticketers and
further heighten barriers to entry. For example, in the areas where
despite Ticketmaster's best efforts, competitors still persist,
Ticketmaster deploys its vast power and network to protect its
monopoly. One example of this is Ticketmaster's encrypted mobile ticket
program, SafeTix. Ticketmaster has added SafeTix to its suite of
products and services in a manner that protects its position in primary
ticketing, expands its position in secondary ticketing, and undercuts
the ability of rival ticketers to compete in either aspect of
ticketing.
110. Pursuant to this program, Ticketmaster replaced the static
barcodes on PDF--or other types of electronic tickets--with a
constantly refreshing and encrypted barcode. Ticketmaster's SafeTix
marketed this change as reducing the risk of ticket fraud from stolen
or illegal counterfeit tickets. But there were less restrictive ways to
reduce fraud. Ticketmaster's own documents show that a primary
motivation behind its push for a non-transferable digital ticket was to
make it more difficult for a fan who wishes to buy or sell a SafeTix-
encrypted ticket through a secondary platform to use a rival platform
like StubHub or SeatGeek. One document from a Ticketmaster executive
meeting in 2014, for example, describes the ``non-transferrable digital
ticket'' as ``a game-changer.'' Another document from 2017 describes
the rotating barcode as a ``product enhancement[ ] for market share''
and an opportunity to ``REDUCE TM'S ECONOMIC RISK.''
111. Further, SafeTix introduces uncertainty as to when, or even
whether, that ticket can even be transferred. If a ticketholder wants
to sell or otherwise transfer a SafeTix-encrypted ticket, both the
ticketholder and the purchaser must create Ticketmaster accounts
(thereby providing Ticketmaster with their data), download the
Ticketmaster app, and wait for Ticketmaster to determine when or
whether the transfer can be completed. By reducing the incentives to
enter secondary ticketing altogether, SafeTix not only reduces
competition from existing rivals but also disincentivizes prospective
innovators from considering secondary ticketing as a viable foothold
for entering primary ticketing.
112. In addition to inserting Ticketmaster as an intermediary into
secondary ticket transfers and transactions, SafeTix has also fortified
Live Nation's data advantages over its rivals. According to internal
documents, SafeTix was expected to grow the ``size/value of the TM
database,'' already by far the largest of any ticketer, by as much as
30 to 40%. As Live Nation's CEO put it, ``[o]ne of the advantages we've
launched under the transfer strategy is we now not only know the person
that bought the ticket, but we're going to know those three people that
you are taking to the show, which we have not known historically.''
Live Nation can monetize this unique trove of data in its various
businesses to both increase its bottom line and further entrench its
positions across the live entertainment industry.
[[Page 41344]]
E. Live Nation restricts access to its venues unless Live Nation is
paid to be the promoter
113. Live Nation's control over a significant number of concert
venues not only facilitates maintenance of Ticketmaster's monopoly in
ticketing but also serves to limit artists' options and exclude rival
promoters. Live Nation has a longstanding policy going back more than a
decade of preventing artists who prefer and choose third-party
promoters from using its venues. In other words, if an artist wants to
use a Live Nation venue as part of a tour, he or she almost always must
contract with Live Nation as the tour's concert promoter.
114. Live Nation's policy of restricting the use of its venues is
particularly problematic for artists seeking to tour in large
amphitheaters where Live Nation enjoys monopoly power. These artists--
many of whom have well-established, dedicated fan bases but have not
yet matured their fan base to play larger stadiums--are effectively
forced to hire Live Nation as their promoter or risk being locked out
of dozens of desirable Live Nation-controlled large amphitheaters in
the United States. Live Nation's amphitheater portfolio includes at
least 40 of the top 50, and more than 60 of the top 100 amphitheaters
in the United States. No other entity owns more than a handful of
amphitheaters in either set. This network of large amphitheaters has
allowed Live Nation to attain a greater than 70% market share in large
amphitheater promotions and become by far the largest promoter of
national amphitheater tours. Put differently, it is nearly impossible
for an artist to create a tour that includes stops at amphitheaters
without Live Nation. As one Live Nation executive explained, ``if
[artists] want to do an extensive amphitheater tour with a lot of
shows, they would typically be coming to us for that, and they do.''
115. Live Nation senior executives know the company has restricted
the use of its amphitheaters and other venues for years and often make
the choice to sacrifice additional profits the company could be earning
as a venue owner by opening its venues to non-Live Nation promoted
shows that are available to play at those venues. A 2018 internal Live
Nation analysis found that its top 10 amphitheaters are ``dark,'' or
without shows, ``on nearly 50% of their Saturdays in the summer,'' the
highest performing day of the week during the primary performance
season. Relatedly, a 2022 analysis found that Live Nation's top 15
amphitheaters are, on average, dark on eight Saturdays between June and
September.
116. Live Nation also recognizes its amphitheater portfolio gives
it control over artists pursuing an amphitheater tour. For example, a
senior Live Nation executive directed his employees not to increase
guaranteed payments offered to artists they know are looking for ``True
Amp Tours.'' This is because Live Nation recognizes these artists
almost certainly will need to play several shows at Live Nation's
stable of top amphitheaters, and to do so, they will need to sign with
Live Nation as their promoter: ``we know [artists] are likely playing
amphitheaters and we are going to get those in most cases.'' Because
many artists sign with Live Nation to promote their entire tour--both
amphitheater and non-amphitheater shows alike--Live Nation's
restrictive amphitheater policies help the company extend its reach to
promoting artists in other venues as well. Further, because
relationships are so important in the promotions business, once Live
Nation uses its exclusionary amphitheater policy to lock in emerging
artists early in their careers, they are able to keep some of those
artists as they graduate to higher capacity venues, such as arenas and
stadiums.
F. Live Nation strategically acquires promoters, venues, and festivals
to eliminate rivals, expand its network, and grow its ``moat.''
117. To protect and expand its positions across the live
entertainment industry, Live Nation has pursued a strategy of acquiring
nascent threats and neutralizing rivals. This strategy has included
acquiring promoters, amphitheaters, festivals, other venues, and even
small ticketers, as well as entering into long-term exclusive booking
contracts with many venues. Although many of these rivals were
relatively small at the time of their acquisitions, Live Nation's
internal documents show that the company viewed them as some of its
``biggest'' threats. This is unsurprising given the lack of sizeable,
scaled, national competitors in the markets in which Live Nation
operates. Live Nation's conduct has thwarted growth of its rivals and
disincentivized investment that might have led to entry. Nonetheless,
Live Nation viewed many of these acquisitions of competitors on the
``edge'' as necessary to protect its ``moat'' around the live concert
ecosystem.
118. In its own words: ``Live Nation is a company founded on
acquisition. At its inception, Live Nation began rolling up the
regional world of promoters and venues and has not stopped since.''
Over the past decade, Live Nation has acquired dozens of companies
across the industry to expand its reach and entrench its positions.
Live Nation presentations like the one below describe Live Nation's
``Decade of Growth'' and acquisitions:
[[Page 41345]]
[GRAPHIC] [TIFF OMITTED] TN06JY26.089
119. Live Nation has recognized that one of its ``Biggest
Competitor Threats'' is smaller and regional independent promoters that
have the ability to ``com[e] in from the edges creating events, opening
venues, and purchasing artist inventory.'' To address this disruptive
potential, Live Nation pursued an aggressive plan to acquire or co-opt
key independent promoters, even when the economics of a particular deal
did not make sense for its promotions business. Live Nation personnel
justified the counterintuitive economics for these transactions by
looking at the long-term benefits: reducing competition for artists,
including by ``keeping the [artist] guarantees down'' and stopping
competitors from ``driving the price up'' for artists.
120. Live Nation's acquisitions have, over time, constrained
artists' choice of promoters. This is especially true for nationwide
tours and has the effect of further increasing venues' dependence on
Live Nation for content. As a major venue in New York City recognized,
Live Nation has made significant acquisitions of top independent
promoters over the past decade, eliminating most mid-tier promoters and
leaving primarily small, concert promotion companies with little market
share.
121. Below are some specific examples of Live Nation's acquisition
strategy in practice.
122. United Concerts. In 2017, Live Nation acquired United
Concerts, a promoter and venue owner in Utah, whose venues included the
most popular large amphitheater in the state. Live Nation acquired
United Concerts in part to eliminate a potential competitive promotions
threat and to starve a competing primary ticketer of customers.
123. Before Live Nation bought United Concerts, many venues in
Utah, including United Concerts' venues, used a regional ticketing
company called SmithsTix.\12\ Internally, Live Nation noted that
SmithsTix had taken Ticketmaster's ``last client in Utah'' and left a
``barren landscape[ ]'' for Ticketmaster there. Live Nation chose not
to acquire SmithsTix directly because doing so would ``require us to go
to the DOJ [to notify them as required under the 2010 consent decree
that it planned to acquire a primary ticketing company] and that's
something we wouldn't necessarily want to do.'' Instead, Live Nation
went bigger while sidestepping the notification requirements of the
consent decree: it acquired United Concerts and its venues, and then
converted those venues to Ticketmaster. Left ``with only a few small
clients,'' SmithsTix ultimately went out of business.
---------------------------------------------------------------------------
\12\ The prior owner of United Concerts also owned DATATIXS, a
regional ticketing company that operated under the SmithsTix brand.
SmithsTix provided ticketing services to more than 40 venues
throughout Utah, including the arena that the home of the Utah Jazz.
---------------------------------------------------------------------------
124. AC Entertainment. In 2016, Live Nation acquired a controlling
stake in AC Entertainment--a regional independent promoter in the
Southeast and one of Live Nation's internally designated ``Biggest
Competitor Threats.'' AC Entertainment promoted over 1,000 shows a
year, including arena and amphitheater shows. AC Entertainment also
controlled the venue booking decisions at 14 historic theaters and
clubs throughout Tennessee and the Carolinas and promoted major music
festivals, including Bonnaroo.
125. Live Nation pursued the acquisition even though it had doubts
about the standalone economics of the deal. Live Nation's Chief
Strategy Officer explained to Live Nation executives: ``The numbers are
not super exciting and this feels like more of a defensive move to (I)
Keep [rival] AEG out of the region especially creating situation where
[a well-known artist manager] can play both sides in Nashville.'' Live
Nation's Chief Strategy Officer also recognized that the acquisition
helped ``grow[] our moat in the [Nashville] market,'' while another
internal document touted the benefit of ``lower competition in the
Region and specifically in Nashville.''
126. Frank Productions and National Shows 2. In 2018, Live Nation
acquired yet another ``Biggest Competitor Threat'' in rival promoter,
Frank Productions. Frank Productions owned four theaters and clubs in
Wisconsin--one of which competed with a Live Nation-operated venue.
When its owners looked to transition the business to new ownership as
they stepped back, Live Nation jumped at the opportunity to take
another edge competitor off the board, and out of the hands of any
other potential buyer.
127. Live Nation used this acquisition, in part, to convert Frank
Productions' venues to Ticketmaster. Frank Productions previously
selected other primary ticketing service providers over Ticketmaster
because it
[[Page 41346]]
had ``a difficult time wrapping their head around why they would do
business with a company [Live Nation/Ticketmaster] who will be in
direct competition with them in their home market.'' In a presentation
to its Board of Directors, Live Nation executives explained:
``[c]urrent ticketing arrangements for certain venues with Ticketfly
and Etix set to expire within 2 years'' and that, after the
acquisition, ``[Ticketmaster] to become exclusive ticketing provider
for all live events booked or promoted following the expiration of
current agreements.'' Recognizing that Frank Productions venues'
ticketing contracts were set to expire not long after the acquisition,
Live Nation acquired the company and then flipped the venues to
exclusive Ticketmaster contracts.
128. Live Nation also acquired Frank Productions' subsidiary,
National Shows 2--yet another firm listed as a ``Competitor Threat.''
National Shows 2, which promoted over 350 shows per year in the United
States, was one of a small number of competitors to Live Nation in the
Nashville region after Live Nation bought AC Entertainment, the
acquisition described infra ] 122, in 2016.
129. Red Mountain Entertainment. In 2018, Live Nation acquired Red
Mountain Entertainment, a regional promoter that promoted shows in
Alabama and Mississippi, including several music festivals throughout
the Southeast. At the time of the acquisition, Red Mountain also
operated and/or exclusively booked concerts at Wharf Amphitheater in
Orange Beach Alabama, Brandon Amphitheater in Brandon, Mississippi, and
Tuscaloosa Amphitheater in Tuscaloosa, Alabama. Red Mountain had been
on Live Nation's radar since at least 2016 when a Live Nation executive
indicated it had an ``active plan to mitigate further expansion'' by
Red Mountain because Live Nation ``[c]an't get complacent and let small
guys encroach from the edges.'' Live Nation recognized that Red
Mountain's control of the Tuscaloosa Amphitheater was driving up
compensation to artists, and so it wanted control of the Tuscaloosa
Amphitheater to ``keep[] the guarantees down'' to artists.
130. As Red Mountain grew, Live Nation unleashed what it called a
``velvet hammer'' by warning that it would cut off ``the content flow
on artist[s]'' to Red Mountain venues if Red Mountain continued to
compete as a promoter. A Live Nation executive described the message he
communicated to Red Mountain: ``Either we are together or we are
competitors. Seemed to work, as they had 3 venues, 2 festivals and
another venue coming online in [20]18, and wanted the content flow on
artists where we had touring rights to in the U.S. Velvet Hammer.'' Red
Mountain ultimately agreed to sell its business to Live Nation.
131. 313 Presents (``313''). In 2018, Live Nation co-opted a
Detroit-based competitor, 313, by entering into a multi-faceted non-
compete agreement. Prior to the agreement, Live Nation recognized 313
predecessor organizations, Palace Sports and Olympia Entertainment, as
``competitors'' since they ``make direct offers to artists.'' As such,
Live Nation and the co-founder of Oak View Group concocted a ``scheme''
to ``put [Olympia] out of the promoting side.'' Under the agreement,
Live Nation agreed not to compete in the development, operation, or
ownership of venues in the Detroit market, while 313 promised ``not
[to] bid against Live Nation'' for artist talent. 313 recognized that
``absent all parties coming together, we would be forced into a
competition that would only benefit artists.''
132. Live Nation and 313 also agreed on other terms. For example,
they agreed: (1) to pool certain revenues across aspects of the Detroit
market; (2) Live Nation would serve as the exclusive promoter for all
three amphitheaters controlled by 313, which are the three largest
amphitheaters in the Detroit market; (3) 313 would provide Live Nation
the opportunity to co-promote any shows purchased by 313 for Little
Caesars Arena or Comerica Park in Detroit; and (4) that Live Nation
will not build, develop, own, or operate any music or comedy venue in
the Detroit market.
133. The agreement worked to suppress competition to the benefit of
both parties. 313 Presents saw reduced talent costs and avoided
competition from an expanding venue operator. Live Nation, meanwhile,
disarmed another promotions competitor, secured exclusive deals at
three amphitheaters, and locked-up several venues with Ticketmaster for
years to come. Today, 313 controls several of the most popular concert
venues in the Detroit live music hub.
134. ScoreMore Shows. ScoreMore Shows was a regional promoter in
Texas that Live Nation identified as a ``Competitor Threat.'' Around
2017, Live Nation agreed with ScoreMore not to compete to sign artists
in Dallas and to pool their collective revenues to co-promote artists.
After that agreement was in place, in 2018, Live Nation acquired a
majority stake in ScoreMore Shows. Internal Live Nation documents
celebrated that ScoreMore and Live Nation were ``no longer competing''
or ``driving the price up'' for booking artists. Live Nation replaced
rivalrous competition with cooperation. As the CEO of ScoreMore Shows
stated to Live Nation:
[Y]ou are forgetting that in pooling these revenues it also
meant that we were no longer competing. We weren't driving the price
up, either. We haven't been sending offers or telling agents
anything but ``yes, that's good, we work with LN, we will
copro[mote] there.'' [S]o if we were on our own (without the pool),
sending our own offers, putting in indie rooms, driving the price up
. . . do you think the [contribution margin] would be the same?
[W]ould you still think we don't provide the value?
135. For Live Nation, the value of no longer competing with
ScoreMore meant that it could book more shows while paying less to
artists. Live Nation's CEO wrote to ScoreMore's CEO, ``I agree that
measurement is what you book and what you stand down for overall win. .
. .''
136. Logjam Presents. In 2023, Live Nation acquired a majority
stake in Logjam Presents, the leading promoter and venue operator in
Montana. Prior to the acquisition, the Logjam Presents venues used a
competing primary ticketing service provider. As with previous
acquisitions, Live Nation switched Logjam venues from the competing
primary ticketing service provider to Ticketmaster once its ticketing
agreement expired.
137. At the same time Live Nation was acquiring the businesses
identified above, Live Nation was also building a ``top tier festival
portfolio through acquisitions.'' Live Nation recognized that the
``Proliferation of Festivals'' was one of its ``Biggest Competitor
Threats'' because these outdoor shows threatened to ``cannibaliz[e]
high margin amp shows.'' In executing this strategy, and to help
protect its power and position in amphitheaters, Live Nation acquired
several popular and widely attended festivals, including, Austin City
Limits, Lollapalooza, Electric Daisy Carnival, Bottlerock, Mountain
Jam, Shaky Knees, Houston Free Press Summer, Governor's Ball, and
others.
138. Beyond its outright acquisition of venues, some of which are
described above, Live Nation has entered into long-term exclusive
booking contracts to augment its control of venues, particularly large
amphitheaters. In recent years, Live Nation has entered into long-term
exclusive booking agreements with more than a dozen large amphitheaters
and long-term leases with several additional
[[Page 41347]]
amphitheaters as well. While the specific terms vary from agreement to
agreement, these exclusive booking agreements generally provide Live
Nation the exclusive right to control which artists may use the venue,
cementing Live Nation's ability to reward artists it promotes while
locking out artists promoted by third-party competitors. Some
agreements also provide Live Nation with some degree of control over
other aspects of the venue's operations such as concessions and
ticketing.
V. Anticompetitive Effects and Competitive Harm
139. Live Nation has engaged in individual anticompetitive acts
that have themselves harmed competition. But those individual acts have
also had the desired effect of working together in a mutually
reinforcing manner to enhance Live Nation's flywheel, suffocate
competition, and inhibit the evolution of the live music industry that
competition could and should usher in. Live Nation (and its
subsidiaries like Ticketmaster) has inserted itself into nearly every
corner of the live music industry, which inures to the benefit of Live
Nation, but comes at a real cost to fans, artists, venues, and to the
competitive process more broadly. Live Nation's conduct, taken
individually and collectively, has complicated and exploited the
relationship between artists and fans for the delivery of live
entertainment and increased its bottom line.
140. The anticompetitive effects of Live Nation's distortion of the
competitive process cascade through a number of interrelated relevant
antitrust markets and fall upon the various entities within those
markets. Live Nation's anticompetitive actions allow Live Nation to
impose costs and take more for itself, obstruct innovation, impede
competitors and nascent threats, and maintain its monopolies and power.
141. Because the competitive process has systematically and
intentionally been corrupted, there has been less competition than
there otherwise would have been in the live music industry over a
variety of dimensions, including, ticketing fees, contractual terms,
output, quality, and innovation across the United States, including in
every Plaintiff State.
142. Due to Live Nation's unlawful conduct, fans across the United
States, including fans in every Plaintiff State, have paid more in fees
that are not negotiable and cannot be comparison shopped because there
are no other options. Fans are forced to pay service and convenience
fees, Pricemaster and Platinum fees, payment processing fees, handling
fees, and facility fees, often with little visibility into how these
fees are assessed. The overcharges stemming from these fees are known
as the ``Ticketmaster Tax,'' and Live Nation, acting as both a ticketer
and promoter, has routinely double dipped into the pockets of venues,
fans, and artists, taking an outsized cut of what fans pay for live
entertainment. Whether the fee is one technically charged by
Ticketmaster or someone else (e.g., the venue), it is the fans who
ultimately pay unlawfully inflated prices for concert tickets.
143. Fans have also been denied access to the benefits that a
competitive process would deliver, such as quality, innovation, and
more fan-friendly ticketing options. For example, SeatGeek's refundable
ticket program, Swaps, offers refundable tickets that can be returned
for 100% credit on a future purchase, for any reason, up to 72 hours
before the event. Ticketmaster, on the other hand, has a more
restrictive refund policy, and fans are typically confined to a
complicated ticket insurance process that costs extra and can only be
used in limited circumstances. Flexibility is important to fans, and
Live Nation's unlawful stranglehold on the primary ticketing market
stifles competition and prevents or impedes more fan-friendly options.
144. Lack of competition also restricts opportunities and access
for artists, venues, and fans. Live Nation controls nearly every aspect
of the live events industry, which results in artists having fewer
opportunities to play concerts, and fewer real choices for promoting
their concerts, selling tickets to their own shows, and performing at
certain venues. Likewise, venues have fewer real choices for obtaining
concerts and ticketing services, and many are reluctant to disrupt the
status quo due to the financial risk and barriers to entry Live
Nation's conduct, as described above, has created, perpetuated, or
exacerbated.
145. Live Nation's conduct has harmed fans because they have been
left with fewer concerts, have had more limited choices among touring
artists, have paid higher ticketing fees, and have experienced a lower-
quality ticketing experience than they otherwise would have but for
Live Nation's anticompetitive conduct.
146. Defendants' exclusive ticketing arrangements have allowed them
to limit venues' and artists' options and impose supra-competitive fees
on fans because there are no meaningful alternatives. This lack of
competitive pressure has also disincentivized Defendants from investing
in quality and innovation in ticketing. The result is a worse
experience for fans than they would have in a competitive marketplace.
What fans pay at Ticketmaster-ticketed events therefore does not simply
represent the cost of providing ticketing services--it arises from
Defendants' unlawful conduct in the live events industry in each
Plaintiff State, harming not only the fans, but also the artists and
venues.
147. As a result of Defendants' unlawful conduct, Plaintiff States
and their residents and general economies have suffered damages.
148. Live Nation has used its unlawfully maintained power in
promotions, large amphitheaters, and ticketing to siphon an inflated
portion of the money flows from the concert ecosystems and impose
additional costs through a web of overlapping agreements with other
industry participants. For example, Live Nation's ``take rate''--the
sum of the various cuts of fees and payments it takes through contracts
across the concert industry--as the dominant intermediary is higher
than it would be in a marketplace without Live Nation's anticompetitive
scheme. Through interconnected agreements associated with Live Nation's
various roles as ticketer, promoter, artist manager, and venue owner,
Live Nation has created a feedback loop that pushes ticketing and
ancillary fees higher while allowing Live Nation to be on all sides of
numerous transactions and thereby double-dip from the pockets of fans,
artists, and venues.
149. Likewise, Live Nation's role as gatekeeper for the venues it
owns or controls, especially large amphitheaters, means that touring
artists who intend to play several concerts in large amphitheaters are
effectively forced to hire Live Nation, or face reduced compensation
and access to fans. Rival promoters are unable to promote artists at
many in-demand venues, hampering their ability to compete against Live
Nation. And fans attending concerts at Live Nation-controlled
amphitheaters get access to fewer shows and see fewer artists than they
otherwise would because only Live Nation-promoted artists are allowed
to perform there. In many instances, these same fans also face higher
prices for ticketing and ancillary services, because Live Nation,
acting as the primary ticketer, promoter, and venue owner, faces little
competition in each of these interconnected markets. On the other hand,
fans who live near the few remaining amphitheaters owned and booked by
third parties may not have
[[Page 41348]]
access to Live Nation's stable of artists, who are instead routed
disproportionately through Live Nation's venues.
150. Live Nation has created and now protects a system that
inhibits artists, fans, and venues from making choices that should
exist in a free market, whether that is choosing a concert promoter or
a primary ticketer. And by locking venues into its business model, Live
Nation has also dampened competition that otherwise would push fees
down for fans. As a result, market forces that ordinarily would
constrain the fees borne by fans are absent.
151. Each aspect of Live Nation's scheme erects barriers for rivals
and nascent threats to compete on the merits in the alleged markets
with better, lower-priced, or different services. This scheme also
cements an industry structure that requires would-be competitors to
enter multiple markets simultaneously and at scale to compete
effectively, further increasing entry barriers. Without Live Nation's
exclusionary conduct, rivals and nascent threats could bring more
innovations to the marketplace, develop important scale to improve
offerings, further enhance their competitive reputation, increase
investments, create disruptive business models, or expand. If those
rivals and nascent threats were able to compete on a level playing
field, the entire ecosystem, including artists, venues, fans, and
others, would realize the many benefits of competition.
152. Based on Live Nation's conduct, venues reasonably fear the
disruption, retaliation, and complications of partnering with anyone
other than Live Nation lest they lose access to culturally significant
and lucrative concerts. That has predictably raised rivals' costs. For
example, it has forced at least one ticketing rival to agree to a
venue's ``make good'' or ``lost event guarantee'' clauses in some of
its ticketing contracts if those venues choose that rival and Live
Nation, as predicted, retaliates. These clauses obligate the rival
ticketer to compensate its venue customer if Live Nation diverts or
pulls concerts in response to a venue choosing a rival ticketer over
Ticketmaster. In other words, Live Nation's conduct not only constrains
which ticketer venues may choose, but also inhibits and raises costs
for rival ticketers who try to compete with Ticketmaster.
153. Competition on the merits would enable more innovation and
better products. For example, rivals might bring fan-focused
innovations to the marketplace, such as a more streamlined user
interface and purchase flow, insightful presentation of ticket
inventory, enhanced buying options, or more flexible refund policies.
Instead, those would-be rivals face artificial barriers obstructing
their ability to gain traction in the marketplace, which in turn
dampens incentives to innovate.
154. Live Nation's conduct and power also lessens the competitive
pressure to innovate to improve its own products, platforms, and
services. Concerns about Ticketmaster's ticketing technology are
widespread and have made national news. Facing limited competitive
pressure, Ticketmaster has no incentive to invest more into proactively
improving its ticketing products, but rather patches holes as problems
surface and fans are harmed. Live Nation instead uses the capital it
might otherwise spend on technological improvements to sweeten
ticketing contracts for venues to keep them locked into long-term
exclusive agreements and out of the hands of rivals. During a series of
meetings between Ticketmaster's Chief Operating Officer and other
Ticketmaster employees, Ticketmaster staff acknowledged in 2021 that
Ticketmaster has ``historically had [a] duct tape product strategy''
and that its assets only ``push [the] ball sideways.'' Rather than
concluding that it needed to innovate different products to accommodate
its clients' needs, Ticketmaster concluded that it could `` `over'
pay'' venue clients ``if needed.''
VI. Continuing Violations
155. From at least four years prior to the filing of this Complaint
and continuing to the present day, Live Nation has unlawfully
maintained its dominance in the primary ticketing industry through a
course of exclusionary conduct, causing fans continuing and
accumulating harm.
156. From at least four years prior to the filing of this Complaint
and continuing to the present day, Live Nation has stifled fee
competition and suppressed quality and innovation in the primary
ticketing services market by entering into long-term, exclusive
contracts. Fans have experienced and continue to experience the effects
of this reduced competition when purchasing a primary concert ticket to
a show ticketed by Live Nation in a major concert venue.
157. From at least four years prior to the filing of this Complaint
and continuing to the present day, Live Nation has used its power in
concert promotions to threaten, retaliate against, and otherwise block
venues from working with Ticketmaster rivals. Fans have experienced and
continue to experience the effects of this reduced competition when
purchasing a primary concert ticket to a show ticketed by Ticketmaster
in a major concert venue.
158. From at least four years prior to the filing of this Complaint
and continuing to the present day, fans throughout the United States
have overpaid for primary concert tickets purchased from Ticketmaster.
VII. Relevant Markets and Monopoly Power
159. Courts define a relevant product and geographic market to help
identify the lines of commerce and areas of competition impacted by
alleged anticompetitive conduct. There can be multiple relevant markets
covering the same or similar products and services, and markets need
not have precise metes and bounds. A relevant market also may include
distinct groups or clusters of customers or sellers, where those
customers or sellers are identifiable and particularly susceptible to
anticompetitive conduct by a monopolist or others.
160. Additionally, there may exist within a relevant product market
a nested sub-market that itself constitutes a relevant antitrust
market. Such a market may be defined based on differences in products
or services within the broader market or differences in the competitive
conditions faced by various customer groups within the broader market.
Where such a submarket exists, it may be helpful to also examine the
effects of anticompetitive conduct within these relevant markets, as
the effects may be particularly acute or significant. Additionally,
there may be related markets adjacent to each other within an industry
that offer distinct products and services, potentially to distinct
customers, where competitive dynamics within one market impact
competition within the other.
161. Live Nation has its tentacles in virtually every aspect of the
live entertainment industry. As a result, Live Nation's conduct has
harmed artists, venues, and fans through the loss of competition in
several relevant antitrust markets related to ticketing and promotions.
Practical indicia in the industry, the structure of the industry and
behavior of market participants, along with substantial evidence that
includes ordinary course documents, economic analysis, and other
evidence support the relevant markets identified below:
Primary Ticketing Services Markets--Primary ticketing
providers offer a variety of services to two distinct sets of
customers: major concert venues and fans. The particular products and
[[Page 41349]]
services offered to and the competitive conditions faced by these two
customer groups are distinct but related.
[cir] First, with respect to venues, there is a relevant market for
the provision of primary ticketing services to major concert venues in
the United States (``primary ticketing services market''). This market
includes within it a relevant submarket, which is in and of itself a
relevant market, for the provision of primary concert ticketing
services to major concert venues in the United States (``primary
concert ticketing services market'').
[cir] Second, with respect to fans, there is a relevant market for
primary concert ticketing offerings to fans at major concert venues in
the United States (``fan-facing primary ticketing market''), and there
is a relevant market that includes both primary concert ticketing
offerings and services that offer resale of concert tickets (``fan-
facing ticketing market'').
Concert Promotions Services Markets--Concert promoters
similarly offer a variety of services to two distinct sets of
customers: major concert venues and artists. The particular products
and services offered to and the competitive conditions faced by these
two customer groups are distinct but related.
[cir] First, with respect to venues, there is a relevant market for
the provision of concert booking and promotional services to major
concert venues in the United States (``venue booking and promotion
services'').
[cir] Second, with respect to artists, there is a relevant market
for the provision of promotional services to artists performing in
major concert venues in the United States (``artists promotions
market'').
Artist Use of Large Amphitheaters--Owners, operators, and
exclusive bookers of large amphitheaters offer artists use of large
amphitheaters for their shows. The provision of the use of large
amphitheaters and ancillary services to artists for large amphitheater
tours is a relevant market (``use of amphitheaters market'').
162. Even where Live Nation's anticompetitive conduct appears to
affect a single relevant market, its effects on fans, artists, venues,
and others directly reverberate across the live entertainment industry.
Likewise, due to the anticompetitive scheme's overall effect of
maintaining Live Nation's market power and monopolies and the self-
reinforcing aspects of Live Nation's flywheel, effects are felt across
the ecosystem regardless of the market in which any particular
anticompetitive act has the most direct impact.
A. Primary Ticketing Services Markets
163. Primary ticketing providers offer venues and fans a variety of
related but distinct services. Primary ticketing services allow a venue
to sell, track, and distribute some or all of the tickets for a show.
From the fan perspective, primary ticketing services allow fans to
purchase tickets for a show when it first goes on sale to the public
and provide a bundle of services that handle payment processing and
customer service. Often in today's market, contracts between primary
ticketing services and venues dictate the terms and conditions on which
primary ticketers are able to offer tickets to fans, directly impacting
(and often limiting) competition for these services from the fan
perspective.
i. Primary Ticketing Services to Major Concert Venues
164. The provision of primary ticketing services to major concert
venues is a relevant product market. Primary ticketing services are
sold to venues, the customers for these services. Primary ticketers
contract with venues to provide an array of services. This array of
services includes the initial (or primary) sale and distribution of
tickets for events at the operative venue, underlying technology, and
various business support functions. Primary ticketers for major concert
venues require, among other things, sophisticated software capable of
handling complex ticketing arrangements and high-demand on-sales, back-
office support functions, and consumer data for marketing. In addition,
primary ticketers for major concert venues that also host sporting
events often must provide support for distributing a team's season
tickets. The choice of primary ticketer is a key decision for major
concert venues because ticketing operations can materially impact the
fan experience at, and reputation of, the venue.
165. The venues most directly impacted by Live Nation's scheme are
major concert venues. These are venues big enough to host major
concerts and able to provide a suitable environment and infrastructure
for widely attended concerts, like large arenas and amphitheaters. As a
result, major concert venues are popular locations for concerts and
generate a substantial portion of their revenue from them. Because
primary ticketers individually negotiate with venues over pricing and
other terms, primary ticketers take into account venue size and how
important concert ticketing is to a given venue when submitting a bid.
Because major concert venues are particularly susceptible to the
effects of Live Nation's conduct, and can be targeted, they are
appropriately considered together in evaluating that conduct. Internal
documents indicate that Ticketmaster monitors different categories of
venues to inform its business decisions and individual negotiations,
including size of venue and importance of concert revenues to the
venue.
166. The United States is a relevant geographic market for the
provision of primary ticketing services to major concert venues. Major
concert venues in the United States require providers of primary
ticketing services capable of fulfilling contractual requirements
within the United States. Internal Ticketmaster documents support the
United States as a relevant geographic market. For example, Live Nation
evaluates the business and competitive conditions in segments within
the United States separately from Canada.
167. There are no reasonable substitutes for primary ticketing
services to major concert venues, nor is arbitrage reasonably possible.
Given the significant investment and technology required to build and
maintain a primary ticketing service, self-supply is a not a reasonable
substitute for most major concert venues. Additionally, secondary
ticketing services are not reasonable substitutes. First, the intended
purpose of secondary ticketing services is different than for primary
ticketing services. Whereas primary ticketing services are meant to
facilitate and run ticket sales on a venue's behalf, secondary
ticketing services are meant to facilitate ticket purchasers' resale of
their ticket(s). Second, ticketholders and fans--not venues--are
ticketers' typical customers on the secondary ticketing platform.
Third, the platforms for primary and secondary ticketing services are
functionally very different. Internal Ticketmaster documents recognize
these kinds of differences by, for example, analyzing the performance
and competitive conditions of primary ticketing separately from
secondary ticketing.
168. For these and other reasons, a monopolist in primary ticketing
services to major concert venues in the United States would be able to
maintain prices above competitive levels and/or maintain quality below
the level that would prevail in a competitive market.
169. Live Nation--through Ticketmaster--has a durable monopoly in
primary ticketing services for major concert venues in the United
States. For example, in 2022, Ticketmaster accounted for at least 70%
of the total
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face value associated with all tickets sold at large arenas and
amphitheaters. An internal Live Nation document indicates Ticketmaster
is the primary ticketer for about 80% of the U.S. arenas that host NBA
or NHL teams; no other rival ticketed more than 14%.
170. Live Nation's monopoly power in primary ticketing for major
concert venues in the United States also is demonstrated by its ability
to control prices and/or exclude competition. For example, in the
United States, where Ticketmaster has a higher market share relative to
other markets, Ticketmaster is able to charge higher prices and impose
higher fees not tied to higher costs. In addition, Live Nation has the
ability to exclude competition. Some examples of its power and scheme
are described above, such as successfully threatening and retaliating
against venues that consider a rival primary ticketer and imposing
various other restrictive contractual terms.
171. Live Nation's primary ticketing services monopoly for major
concert venues in the United States is also protected by significant
barriers to entry and expansion. Successfully building primary
ticketing capabilities requires substantial investment and access to
scale. Live Nation touts its enormous scale as an advantage. Live
Nation's scale and its flywheel exacerbate the barriers to entry and
expansion in primary ticketing. Live Nation uses its monopoly power in
concert promotions to foreclose competition in primary ticketing and
erects additional barriers to entry, which prevent ticketers who are
not vertically integrated from competing on a level playing field. Live
Nation's agreements and exclusionary conduct act as further barriers to
entry because they impede rivals' ability and incentives to compete.
172. Within this market exists a narrower relevant product market
for the provision of primary ticketing services for concerts and comedy
events (``concerts'') \13\ to major concert venues. There are some
unique attributes to providing primary ticketing services for concerts
to major concert venues such that there are no reasonable substitutes,
nor is arbitrage possible. For example, some primary ticketing features
are particularly important for concerts, including the ability to
handle complex on-sale processes, surge traffic, and specific types of
marketing initiatives. In addition, financial arrangements contracting,
and fees charged to fans for primary ticketing services can differ for
concerts as compared to other event types like sports. This is due, at
least in part, to how lucrative hosting concerts can be for major
concert venues. Thus, viable competitive alternatives for primary
ticketing services for concerts at major concert venues can be, and
are, different than for other live events. Internal Live Nation
documents analyze concert ticketing separately from ticketing for other
events and identify venues for which concert revenues are particularly
important.
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\13\ Live music concerts and comedy shows (as well as musical
artists and comedians) have competitive similarities in terms of
tour planning, on-sale events, and venue suitability. Ordinary
course evidence suggests that concerts and comedy events are
assessed and treated similarly as a matter of industry practice.
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173. Live Nation--through Ticketmaster--has a durable monopoly in
primary concert ticketing services for major concert venues in the
United States. For example, Ticketmaster accounts for at least 80% of
the total face value associated with all concert tickets sold at major
concert venues.
174. For the same reasons as stated above, there are substantial
barriers to entry and expansion within this narrower market. A
monopolist in primary concert ticketing services at major concert
venues in the United States would be able to maintain prices above
competitive levels and/or maintain quality below the level that would
prevail in a competitive market.
ii. Primary Concert Ticketing Offerings to Fans at Major Concert Venues
175. The provision of primary concert ticketing offerings to fans
at major concert venues is a relevant product market. Fans rely upon
primary concert ticketing offerings to purchase tickets to concerts.
Primary ticketers typically provide an online interface to purchase
tickets to a concert during an initial on-sale and continue to offer
tickets for sale until the show is sold out. In addition to
facilitating the purchase of tickets, primary concert ticketing
offerings typically also provide customer service to fans, employ
mechanisms to detect and prevent fraudulent purchases, store credit
card information, keep track of fan purchases, and provide fans other
related services. Primary concert ticketing offerings to fans at major
concert venues require, among other things, sophisticated software
capable of handling complex ticketing arrangements and high-demand on-
sales and databases. Currently in the United States, except in rare
cases, only a single primary ticketing service is offered to fans to
purchase tickets to a given concert, and typically, only one primary
ticketing service is offered to fans to purchase tickets during all on-
sales for a given venue.
176. Resale services offer a different service: the resale of
previously purchased tickets. Thus, in order for a ticket to be
available for resale on a secondary ticketing marketplace, the ticket
must have already been purchased from a primary ticketing offering,
with the purchaser having already paid the fees associated with the
primary ticketing offering. Accordingly, the fees (and often ticket
prices) associated with resale marketplaces are not closely related to
the fees associated with primary ticketing offerings, because primary
ticketing fees are baked into the price of tickets being resold on
these marketplaces.
177. Likewise, other means of obtaining tickets during an initial
on-sale are limited and not available to all fans. Ticketmaster makes
available a limited number of tickets to ticket brokers but charges
fees for the initial transfer of tickets to these brokers before those
tickets can be resold to fans. Ticketmaster also allows for the limited
ticket sales to artist fan clubs in some circumstances, but such ticket
sales are limited in number and not all fans are eligible to purchase
tickets through these channels. As a result, they do not represent
reasonably close substitutes for most fans today, although they could
in the future but for Ticketmaster's anticompetitive conduct.
178. In addition, fans may not view primary and resale tickets as
close substitutes due to a perception that a primary ticket purchase is
more ``secure'' or ``guaranteed'' as compared to a resale purchase.
179. Internal documents indicate that Live Nation tracks its share
of primary concert ticketing separately from its share of resale
ticketing and identifies a distinct set of competitors in each segment.
Live Nation also monitors its share of concert ticketing separate from
its share of ticketing for other types of shows.
180. The United States is a relevant geographic market for primary
concert ticketing offerings for fans. Fans seeking to attend shows in
the United States must use primary concert ticketing services that
offer tickets for those shows. Internal Live Nation documents support
the United States as a relevant geographic market. For example, Live
Nation evaluates the business and competitive conditions in segments
within the United States separately from Canada.
181. For these and other reasons, and consistent with industry
information, a monopolist in primary concert ticketing offerings to
fans at major concert venues in the United States would be able to
maintain prices above competitive
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levels and/or maintain quality below the level that would prevail in a
competitive market.
182. Live Nation--through Ticketmaster--has a durable monopoly in
primary concert ticketing offerings to fans at major concert venues in
the United States. For example, in 2022 Ticketmaster accounted for at
least 80% of the total face value associated with all concert tickets
sold at major concert venues.
183. Ticketmaster's monopoly power in primary concert ticketing
offerings to fans at major concert venues in the United States is
further demonstrated by its ability to control prices and/or exclude
competition. In the United States, where Live Nation maintains a high
market share in arenas and amphitheaters through its exclusive
contracts and owned and operated venues, Ticketmaster has much higher
fees relative to other countries notwithstanding comparable costs. In
addition, Live Nation has the ability to exclude competition by
insisting that venues utilize only Ticketmaster for all shows and for
all tickets sold for a given show.
184. Live Nation's monopoly in primary concert ticketing offering
to fans is also protected by significant barriers to entry and
expansion. To successfully build primary concert ticketing capabilities
requires substantial investment and access to scale. Live Nation touts
its enormous scale as an advantage. Live Nation's scale and its
flywheel exacerbate the barriers to entry and expansion in primary
ticketing. Live Nation uses its market power in concert promotions to
foreclose competition for primary ticketing service for fans, while
also erecting additional barriers to entry that prevent, by preventing
ticketers who are not vertically integrated from competing on a level
playing field. Live Nation's agreements and exclusionary conduct act as
further barriers to entry because they impede rivals' ability and
incentives to compete.
185. Although the provision of primary concert ticketing services
to fans is a relevant product market, in the alternative, there is also
a broader relevant product market that includes both primary concert
ticketing offerings and services that provide resale for concert
tickets to fans at major concert venues. For the reasons above, primary
concert ticketing offerings to fans offer distinct services from resale
service providers, and resale marketplaces necessarily rely upon an
initial sale of a ticket via a primary concert ticketing service
(inclusive of the primary ticketing fees) in order for the resale
marketplace to exist. Nonetheless, a fan looking to purchase a concert
ticket may be able to purchase such a ticket from a primary ticketing
offering or resale service provider. To the extent the two markets are
combined into a larger market, internal documents show that Live Nation
has substantial market power or monopoly power in this broader market
as well.
186. The United States is a relevant geographic market for concert
ticketing offerings and resale services for fans. Fans seeking to
attend concerts in the United States must use ticketing services that
offer tickets for those shows. Internal Live Nation documents support
the United States as a relevant geographic market. For example, Live
Nation evaluates the business and competitive conditions in segments
within the United States separately from Canada.
187. For these and other reasons, and consistent with industry
information, a monopolist in a combined market of primary concert
ticketing offerings and services that provide resale of concert tickets
to fans for shows in the United States would be able to maintain prices
above competitive levels and/or maintain quality below the level that
would prevail in a competitive market.
188. Live Nation--through Ticketmaster--has a monopoly in this
market. For example, in 2022, Ticketmaster accounted for more than 70%
of the total transactions associated with all tickets sold or resold
for concerts at major concert venues in the United States. Transaction
volume is an economically relevant measure of power in this market.
Importantly, these numbers capture only transactions handled
principally by Ticketmaster. But, as discussed above, because of
Ticketmaster's use of technology like SafeTix, Ticketmaster
necessitates its involvement in the resale of tickets that take place
entirely on rivals' secondary ticketing platforms. In doing so,
Ticketmaster is able to exert some degree of control over these
transactions as well as obtain valuable fan data related to ticket
transfers. As a result, Ticketmaster's share understates its
competitive significance in this market.
189. Ticketmaster's monopoly power in this market also is
demonstrated by its ability to control prices and/or exclude
competition. For example, Ticketmaster is able to charge higher prices
in areas where its power is greatest (notwithstanding comparable
costs), as evidenced by the much higher fees charged in the United
States, where Ticketmaster has a high market share, relative to
elsewhere where its shares are much lower. In addition, Live Nation has
the ability to exclude competition. Some examples of its power and
scheme are described above, such as successfully threatening and
retaliating against venues that consider a rival primary ticketers and
imposing various other restrictive contractual terms.
190. Live Nation's monopoly over primary concert ticketing
offerings and services that provide resale of concert tickets is also
protected by significant barriers to entry and expansion. To
successfully build primary ticketing capabilities requires substantial
investment and access to scale. Live Nation touts its enormous scale as
an advantage. Live Nation's scale and its flywheel exacerbate the
barriers to entry and expansion in primary ticketing. Live Nation uses
its market power in concert promotions to foreclose competition to
become a primary ticketing offering for fans and erects additional
barriers to entry, by preventing ticketers who are not vertically
integrated from competing on a level playing field. Additionally, Live
Nation has taken steps to impede resale providers from efficiently
facilitating the resale of tickets, including by hindering the transfer
of tickets originally sold by Ticketmaster. Live Nation's agreements
and exclusionary conduct act as a further barrier to entry because they
impede rivals' ability and incentives to compete.
B. Concert Promotions Services Markets
191. Concert promoters offer a variety of related products and
services to two distinct sets of customers: major concert venues and
artists. For major concert venues, promoters arrange for, book, and
market shows with artists to fill available dates at the venues. These
services can take the form of booking one-off performances of an artist
or long-term booking agreements where the promoter promises to bring
multiple artists to a venue over a period of time. For artists, concert
promoters work to plan, finance, and market an artist's show or--as is
more often the case--a tour of multiple shows. In this way, although
concert promoters are responsible for bringing together an artist and
venue to perform a show, the particular form and nature of services
they offer venues and artists differ considerably.
i. Concert Booking and Promotion Services to Major Concert Venues
192. The provision of concert booking and promotion services to
major concert venues is a relevant antitrust product market. In
general, promoters arrange and coordinate artist performances at
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venues and help to promote those shows to the public once they are
booked. Promoters have significant influence over which venues an
artist chooses to play. Typically, venues enter into individualized
agreements with promoters (either on a show-by-show or long-term
basis), which dictate the payments between venues and promoters in
exchange for the performance(s). Concert booking and promotion services
are essential to major concert venues because they help ensure the
venues receive a steady stream of concert content.
193. The venues most directly impacted by Live Nation's scheme are
major concert venues. As discussed above, major concert venues have
unique characteristics that make it appropriate to include them in this
product market. In particular, major concert venues rely on live
entertainment for a significant portion of their revenues and thus are
unlikely to forego promotion services. Revenue from live entertainment
is important to offset substantial fixed costs at these venues, and
more events allow venues to allocate those costs across a greater
number of shows.
194. There are no reasonable substitutes for the purchase of
concert booking and promotion services for major concert venues.
Booking and promotional services for non-concert events at major
concert venues are not adequate substitutes because the venues' average
revenue per show from concerts is often higher than from non-concert
events. Neither self-promotion nor self-supply is a significant
constraint because most venues will be unable to incentivize a
sufficient number of artists to choose to perform at their venue
without the support of a promoter. Most venues cannot successfully
promote concerts at scale because they lack the necessary expertise and
relationships and are unwilling to assume the financial risk of a show
selling poorly. Industry participants, including Live Nation and
venues, recognize that providing concert promotions is a unique
business and separately analyze the business and competitive
conditions.
195. The relevant geographic market for the provision of concert
booking and promotion services to major concert venues is no broader
than the United States, and there may also be smaller, regional
relevant geographic markets. When procuring booking and promotion
services, major concert venues in the United States require providers
that can service their requirements in the United States. Further, many
artists who perform at major concert venues do so as a part of regional
or national tours that include venues across the United States.
Internal Live Nation documents also support the United States as a
relevant geographic market. For example, Live Nation considers the
United States to be a distinct reporting segment and separately
evaluates the business and competitive conditions in the United States.
196. For these and other reasons, a monopolist in the provision of
concert booking and promotion services to major concert venues in the
United States would be able to maintain prices above competitive levels
and/or maintain quality below the level that would prevail in a
competitive market.
198. Live Nation's monopoly power in concert booking and promotion
services for major concert venues in the United States is also
demonstrated by its ability to control prices and exclude competition.
For example, as described above, Live Nation extracts supracompetitive
payments from venues, including large promoter rebates, and otherwise
imposes onerous, restrictive contractual terms on venues in exchange
for supplying them with content. In addition, Live Nation has the
ability to exclude competition in concert promotions through, for
example, exclusivity agreements with venues. Some examples of its power
and scheme are described above, including using its power to stop
rivals or nascent threats from competition in concert promotions.
199. Live Nation's power over concert booking and promotion
services is protected by barriers to entry and expansion. Promotion
contracts with artists, the key input in this market, requires capital,
expertise, connections, data, and a demonstrated level of success in
the industry. There are also indirect network effects that sustain high
barriers to entry in concert promotions. Venues naturally prefer to
work with a promoter who is successful in promoting many popular
artists, and artists naturally prefer to work with a promoter who is
successful in promoting many high-demand shows at popular venues. As
described above, in addition to Live Nation's scheme, Live Nation's
self-described flywheel and scale-related factors enhance substantial
barriers for entry and expansion in this market as well.
ii. Promotion Services to Artists
200. The provision of promotion services to artists performing in
major concert venues is also a relevant product market. Artists seek to
contract with promoters for their help in arranging individual concerts
and tours. Typically, artists enter into contracts with a promoter for
a single show, multiple shows, including a tour. Promoters work with
artists, and their managers and/or agents, to help the artist choose
the venue(s) where they will play, work with venues on behalf of the
artist to arrange aspects of the show(s), and then ultimately promote
each show in local areas where the artist will perform. Promoters take
on the financial risk associated with a show or tour, and in exchange
they are compensated with a portion of the revenue generated by
successful shows. For artists seeking to perform in major concert
venues, promoters are an essential component to ensuring the show or
tour is successful.
201. Artists who seek to perform all or parts of their tour in
large amphitheaters are uniquely impacted by Live Nation's
anticompetitive conduct. Because of Live Nation's control over a vast
network of large amphitheaters and its policy to only work with artists
that it promotes, artists seeking to perform a tour in large
amphitheaters are denied the ability to work with the promoter of their
choice if they want to play a Live Nation-owned or controlled venue.
These artists are forced either to work with Live Nation or forgo an
amphitheater tour altogether.
202. There are no reasonable substitutes for promotion services for
artists seeking to perform in major concert venues. Artist performances
in major concert venues are complicated events whose success requires
significant industry experience and relationships with different
vendors. Self-promotion is not a reasonable substitute for artists
because they generally lack the expertise, relationships, and financial
resources to promote a show or tour on their own at major concert
venues.
203. The relevant geographic market for the artist promotions
market is no broader than the United States, and there may also be
smaller, regional relevant geographic markets as well. When procuring
promotion services for performances in major concert venues in the
United States, artists require promoters who can service their
requirements in the United States. Internal Live Nation documents also
support the United States as a relevant geographic market. For example,
Live Nation considers the United States to be a distinct reporting
segment and evaluates the business and competitive conditions in the
United States separately.
204. For these and other reasons, and consistent with industry
information, a monopolist in the artist promotions
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market in the United States would be able to maintain prices above
competitive levels and/or maintain quality below the level that would
prevail in a competitive market.
205. Live Nation currently has monopoly power in the market for the
provision of promotion services to artists performing in major concert
venues in the United States. Live Nation's policy of blocking third-
party promoted artists from using its amphitheaters has enabled the
company to grow its share in the artists promotions market, above and
beyond what it would have been able to achieve through fair
competition. Industry participants, including venue owners, recognize
Live Nation's dominance in this market. As one prior venue manager
explained, ``If you don't do a deal with these guys, you're going to
lose shows.'' Live Nation as a promoter accounts for around 60% of the
total face value associated with all primary tickets sold at major
concert venues and more than 70% of the total face value associated
with large amphitheater shows in the United States.
206. Live Nation's power over the artist promotion services market
is protected by barriers to entry and expansion.
C. Artist Use of Large Amphitheaters
207. The provision of the use of large amphitheaters and ancillary
services to musicians and comedians (``artists'') for large
amphitheater tours is also a relevant product market. ``Large''
amphitheaters (also known as ``non-boutique amphitheaters'') are
recognized as a distinct type of venue in Live Nation's ordinary course
documents and regular reporting and by industry participants. Large
amphitheaters have unique characteristics--including capacity, sight
lines, acoustics, seating, and staging--that differentiate them both
from smaller amphitheaters and other venues. These unique
characteristics make large amphitheaters attractive to both artists and
fans in the summer months when most touring takes place, and as a
result, there are artists who seek to perform several shows or even
entire tours at large amphitheaters in given year. They also are
attractive to artists who are not yet able to--or no longer able to--
fill a larger venue, like an arena, but have outgrown smaller clubs and
theaters. In a similar vein, industry participants, including Live
Nation and venues, recognize that large amphitheater concerts
constitute a unique business and separately analyze the business and
competitive conditions. Large amphitheaters provide artists the use of
their venue plus related services, such as staging and lighting, and in
exchange, the artist pays rent and performs a show that enables the
venue to collect additional revenue from fans, including from food,
beverage and parking.
208. Artists either work directly with their agent, or through
their chosen promoter, to communicate with venues about availability
and ultimately choose the amphitheaters where they will perform. When
promoters reach out to venues to inquire about availability and
pricing, they do so on behalf of a particular artist. Similarly, when
promoters contract with amphitheaters owned and/or operated by a third
party, they typically do so for a specific artist on a particular day.
Put another way, when promoters communicate and contract directly with
venues, they are acting on behalf of their artist clients. Those
artists are the customers for the provision of use of large
amphitheaters who ultimately decide where, when, and under what terms
they will perform. The fact that promoters enter into contracts for
access to amphitheaters on behalf of specific artist clients does not
change the reality that it is ultimately artists who utilize the
amphitheaters.
209. The artists most impacted by Live Nation's anticompetitive
conduct are those interested in performing a tour of large
amphitheaters in a particular year. This includes artists seeking to
perform exclusively at large amphitheaters as well as artists seeking
to construct a tour that includes both a significant number of shows at
large amphitheaters as well as shows at other venues. As a practical
matter, artists seeking to perform a tour of large amphitheaters
typically do not contract directly with individual venues, as artists
work with promoters who take on the financial risk of shows or entire
tours, arrange shows on their behalf, and promote their shows to their
fans.
210. Artists seeking to perform a tour of large amphitheaters will
not view a tour that excludes large amphitheaters as a reasonable
substitute. As described above, large amphitheaters have unique
characteristics that distinguish them from other venues, and artists
seeking a tour of large amphitheaters will generally not consider a
tour wholly excluding large amphitheaters as a reasonable alternative.
Industry participants, including Live Nation, recognize that there are
artists with a specific interest in touring large amphitheaters.
211. The relevant geographic market for the use of large
amphitheaters market is no broader than the United States, and there
may also be smaller, regional relevant geographic markets. Artists
seeking to do a large amphitheater tour often do so as part of regional
or national tours across the United States. Internal Live Nation
documents also support the United States as a relevant geographic
market. For example, Live Nation considers the United States to be a
distinct reporting segment and evaluates the business and competitive
conditions in the United States separately.
212. For these and other reasons, a monopolist who controls the use
of large amphitheaters in the United States would be able to maintain
prices above competitive levels and/or maintain quality below the level
that would prevail in a competitive market.
213. Live Nation has monopoly power in the use of large
amphitheaters market. Live Nation owns, operates, or exclusively books
concerts in more than 55 large amphitheaters in the United States. Live
Nation's controlled venues account for at least 65% of the total number
of primary tickets and face value associated with all concert tickets
sold at large amphitheaters. These measures are economically relevant
measures of power in this market. Internal documents from 2022 indicate
that Live Nation promoted events account for approximately 70% of all
amphitheater shows in the United States.
214. Live Nation's monopoly power in the use of large amphitheaters
market is protected by barriers to entry and expansion. Entering this
market requires significant time, capital and expertise to either build
a new amphitheater or sign a contract with an existing amphitheater to
operate it. Building a new large amphitheater is particularly
burdensome and uncertain, as it requires a potential new entrant to
identify a specific location for the facility, acquire the land, secure
the necessary permitting, and contract with the many vendors necessary
to put on successful shows. Large amphitheaters also require access to
artists to ensure financial viability. Because Live Nation routes the
artists it promotes to its own existing network of amphitheaters, that
makes it more difficult for a new amphitheater to attract the talent
necessary to be financially viable.
VII. Jurisdiction, Venue, and Commerce
215. The United States brings this action against Live Nation and
Ticketmaster pursuant to Section 4 of the Sherman Act, 15 U.S.C. 4, to
prevent and restrain Defendants' violations of Section 1 and Section 2
of the Sherman Act, 15 U.S.C. 1-2.
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216. The Attorneys General of the Plaintiff States, as the chief
legal officers of their respective states, bring this action under
their respective and independent statutory, common law, and equitable
powers, and in their quasi-sovereign capacities, to prevent
anticompetitive conduct that harms competition and the economies of the
Plaintiff States and the economic welfare of consumers in and from the
Plaintiff States. Plaintiff States have quasi-sovereign interests in
protecting consumers--from economic harm resulting from illegal
anticompetitive conduct and in ensuring their economies are not
suppressed by unjustified restraints of trade.
217. The Attorneys General assert these claims based on their
independent authority to bring this action pursuant to Sections 4c and
16 of the Clayton Act, 15 U.S.C. 15c and 26, and common law, to prevent
and restrain Live Nation's violations of Section 1 and Section 2 of the
Sherman Act, 15 U.S.C. 1-2. State attorneys general are specifically
authorized to bring suits to obtain treble damages on behalf of natural
persons pursuant to 15 U.S.C. 15c and to secure injunctive relief
pursuant to 15 U.S.C. 26, for violations of the Sherman Act.
218. This Court has subject matter jurisdiction over this action
under Section 4 of the Sherman Act, 15 U.S.C. 4, Sections 4c and 16 of
the Clayton Act, 15 U.S.C. 15c and 26, and 28 U.S.C. 1331, 1337(a), and
1345(d), and has supplemental jurisdiction under 28 U.S.C. 1367(a).
219. The Court has personal jurisdiction over the Defendants, and
venue is proper in this District under Section 12 of the Clayton Act,
15 U.S.C. 22, and under 28 U.S.C. 1391, because all Defendants transact
business and are found within this District.
220. Defendant Live Nation is a Delaware corporation with its
principal place of business at 9348 Civic Center Drive, Beverly Hills,
CA 90210, and an office at 430 W 15th Street, New York, NY 10011.
Defendant Ticketmaster is a Virginia limited liability company with its
principal place of business at 9348 Civic Center Drive, Beverly Hills,
CA 90210. Ticketmaster operates from offices in various locations,
including at 430 W 15th Street, New York, NY 10011.
221. Each Defendant engages in, and its activities substantially
affect, interstate trade and commerce. Each Defendant provides a range
of products and services that are marketed, distributed, and offered to
consumers throughout the United States, in the Plaintiff States, across
state lines, and internationally. Defendants' actions and course of
conduct are ongoing and are likely to continue or recur, including
through other practices with the same purpose or effect.
222. Defendants' conduct had and continues to have substantial
interstate and intrastate effects because major concert venues and
artists within each Plaintiff State have been coerced by Live Nation's
long-term, exclusive contracts and monopoly power. As a result, fans
residing in each Plaintiff State have been forced to continue paying
supracompetitive fees for concert tickets, which, in the absence of
Live Nation's anticompetitive scheme, would have been reduced as a
result of competition from other primary ticketing providers and
promoters.
VIII. Antitrust Injury
223. As a direct and proximate result of the unlawful conduct
alleged above, consumers in the Plaintiff States were not and are not
able to purchase tickets to live events at prices determined by free
and open competition, and consequently have been injured in their
property in that, inter alia, they have paid more and continue to pay
more for fees relating to tickets to live events than they would have
paid in a free and open competitive market. The Plaintiff States cannot
quantify at this time the precise amount of monetary harm which their
consumers have sustained, but allege that such harm is substantial. A
precise determination of this amount will require discovery from the
books and records of the Defendants and third parties. As a direct and
proximate result of the unlawful conduct alleged above, the general
economies of the Plaintiff States have sustained injury, and are
threatened with further injury to their property unless the Defendants
are enjoined from their unlawful conduct.
IX. Violations Alleged
First Claim for Relief: Monopolization of Primary Ticketing Services
Markets in Violation of Sherman Act Sec. 2
224. Plaintiffs incorporate the allegations of Paragraphs 1 through
223 above.
225. Live Nation has monopolized several relevant markets related
to primary ticketing services in the United States. These include the
provision of primary ticketing services to major concert venues, the
provision of primary concert ticketing services to major concert
venues, and the provision of primary concert ticketing offerings to
fans at major concert venues (even if combined with services that offer
resale of concert tickets).
226. Each constitutes a relevant antitrust market, and Live Nation
has monopoly power in each market.
227. Live Nation has unlawfully maintained its monopoly in each
market through a course of exclusionary conduct, including:
Directly threatening venues that Live Nation will divert
live music shows to other venues if they do not sign with Ticketmaster;
Indirectly threatening venues that Live Nation will divert
live music shows to other venues if they do not sign with Ticketmaster
by, for example, co-opting business partner Oak View Group into warning
venues that they will lose Live Nation content if they contract with a
ticketer other than Ticketmaster;
Retaliating against venues that contract with rival
ticketers by:
[cir] Diverting concerts on Live Nation-promoted tours to other
venues;
[cir] Disabling or delaying the sale of secondary tickets through
the rival ticketer's platform;
[cir] Refusing to publicize shows hosted by a venue that uses a
competing ticketer;
[cir] Diverting content away from venues ticketed by companies
other than Ticketmaster, making it risky for any venue to contract with
a rival ticketer; and
[cir] Lodging complaints against rival ticketers when Live Nation
promotes a show at a venue where Ticketmaster is not the primary
ticketer;
Foreclosing rival ticketing companies from the market by:
[cir] Imposing long-term exclusive contracts covering a significant
proportion of tickets sold;
[cir] Engaging in strategic purchases of rival promoters and venues
to enhance its market power in content and to convert ticketing to
Ticketmaster, further foreclosing the primary ticketing market; and
[cir] Deterring entry and expansion by rivals into primary
ticketing by using its monopoly to expand its control over secondary
ticketing, which previously had been an entry point for primary
ticketing.
228. Although each of these acts is anticompetitive when considered
alongside Live Nation's associated conduct, each act occurs in concert
with and against the backdrop of allegations and facts outlined
throughout this Complaint. These acts have synergistic anticompetitive
effects that have harmed competition and the competitive process.
229. Live Nation's exclusionary conduct has foreclosed a
substantial share of each of these markets.
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230. Live Nation's anticompetitive acts have had harmful effects on
competition and consumers.
231. Live Nation's exclusionary conduct lacks a non-pretextual
procompetitive justification that offsets the harm caused by Live
Nation's anticompetitive and unlawful conduct.
232. Live Nation's anticompetitive and exclusionary practices
violate Section 2 of the Sherman Act, 15 U.S.C. 2.
Second Claim for Relief: Unlawful Exclusive Dealing in Violation of
Sherman Act Sec. 1
233. Plaintiffs incorporate the allegations of Paragraphs 1 through
223 above.
234. The provision of primary ticketing services to major concert
venues in the United States is a relevant antitrust market, and the
provision of primary concert ticketing services to major concert venues
in the United States is a relevant antitrust market.
235. Ticketmaster's long-term exclusive agreements to provide
primary ticketing services to major concert venues in the United States
unreasonably restrain competition, in violation of Section 1 of the
Sherman Act, 15 U.S.C. 1.
236. These contracts exclude all competitors, are terminable only
for cause, and have terms ranging from three to 14 years.
237. Ticketmaster's long-term exclusive primary ticketing contracts
restrict the access of Ticketmaster's competitors to the only
significant channel of distribution for primary ticketing services to
major concert venues.
238. Through its long-term exclusive primary ticketing contracts,
Ticketmaster has foreclosed a substantial share of the market for the
provision of primary ticketing services to major concert venues in the
United States.
239. Live Nation's anticompetitive acts have had harmful effects on
fans of major concerts, the venues that host them, and competition for
primary ticketing.
240. Live Nation's exclusionary conduct lacks a non-pretextual
procompetitive justification that offsets the harm caused by Live
Nation's anticompetitive and unlawful conduct.
Third Claim for Relief: Unlawful Tying Arrangement Concerning the Use
of Large Amphitheaters and Artist Promotions Markets in Violation of
Sherman Act Sec. 1
241. Plaintiffs incorporate the allegations of Paragraphs 1 through
223 above.
242. The provision of the use of large amphitheaters and ancillary
services to artists for large amphitheater tours in the United States
is a relevant antitrust market, and Live Nation has monopoly power in
that market.
243. The provision of promotion services to artists performing in
major concert venues in the United States is a relevant market, and
Live Nation has market power in that market.
244. The provision of the use of large amphitheaters to artists and
the provision of promotion services to artists are separate services
sold to artists. The services are provided in different markets, with
distinct demand for each, and they are treated by industry participants
as separate products. There are some industry participants, such as
third-party operated amphitheaters, that only offer access to
amphitheaters, and there are promoters who only offer artists promotion
services. Live Nation has unlawfully required artists seeking to use
its large amphitheaters for shows as part of a tour to also purchase
promotion services from Live Nation.
245. The purpose and effect of this tying policy is to prevent
artists from choosing a promoter on the merits and instead force
artists who wish to play in Live Nation amphitheaters to contract with
the company for promotions services.
246. This anticompetitive conduct has significantly foreclosed
competition in promotion services to artists. Artists who would
otherwise choose rival promoters on the merits of those promoters must
refrain from doing so to maintain use of Live Nation's amphitheaters on
their tours.
247. This conduct lacks a non-pretextual procompetitive
justification that offsets the harm caused by Live Nation's
anticompetitive and unlawful conduct.
248. Live Nation's anticompetitive and exclusionary practices
violate Section 1 of the Sherman Act, 15 U.S.C. 1.
Fourth Claim for Relief: Monopolization of the Market for the Use of
Large Amphitheaters in Violation of Sherman Act Sec. 2
249. Plaintiffs incorporate the allegations of Paragraphs 1 through
223 above.
250. The provision of the use of large amphitheaters and ancillary
services to artists for large amphitheater tours in the United States
is a relevant antitrust market, and Live Nation has monopoly power in
that market.
251. Live Nation has unlawfully maintained its monopoly in this
market through a course of anticompetitive exclusionary conduct,
including:
Entering into exclusive booking arrangements with venues,
enabling Live Nation to extend its control of this market beyond the
significant share it controls through its owned, operated, and leased
amphitheaters;
Acquiring control over several amphitheaters, enabling
Live Nation to extend its control of this market through its portfolio
of owned and operated amphitheaters;
Acquiring several competing promotion companies that
either owned amphitheaters or had exclusive booking contracts with
amphitheaters; and
Acquiring numerous large festivals, further reducing the
ability of artists on large amphitheater tours to seek alternatives to
Live Nation. These exclusionary acts have harmed artists, rival
promoters, and fans.
252. Although each of these acts is anticompetitive when considered
alongside Live Nation's associated conduct, each act occurs in concert
with and against the backdrop of allegations and facts outlined
throughout this Complaint. These acts have synergistic anticompetitive
effects that have harmed competition and the competitive process.
253. Live Nation's exclusionary conduct has foreclosed a
substantial share of the market.
254. Live Nation's anticompetitive acts have had harmful effects on
competition and consumers.
255. Live Nation's conduct lacks any procompetitive benefits or
justification that offsets the significant anticompetitive harm that
flows from the exclusionary conduct.
256. Live Nation's anticompetitive and exclusionary practices
violate Section 2 of the Sherman Act, 15 U.S.C. 2.
Fifth Claim for Relief: Monopolization of the Markets for Concert
Promotion Services in Violation of Sherman Act Sec. 2
257. Plaintiffs incorporate the allegations of Paragraphs 1 through
223 above.
258. The provision of concert booking and promotion services to
major concert venues and the provision of promotion services to artists
performing in major concert venues in the United States are related,
relevant antitrust markets, and
[[Page 41356]]
Live Nation has monopoly power in each market.
259. Live Nation has unlawfully maintained its monopoly in each
market through a course of exclusionary conduct described herein,
including:
Engaging in strategic purchases of rival promoters (actual
or potential) and venues to enhance and entrench its monopoly power;
Tying artists' use of Live Nation owned, controlled and
exclusively-booked large amphitheaters to their purchase of promotional
services from Live Nation;
Deterring entry and expansion by rivals by threatening
potential rivals and their investors; and
Imposing restrictive terms in contracts with major concert
venues that undermine and foreclose competition from actual and
potential rival promoters.
260. Although each of these acts is anticompetitive when considered
alongside Live Nation's associated conduct, each act occurs in concert
with and against the backdrop of allegations and facts outlined
throughout this Complaint. These acts have synergistic anticompetitive
effects that have harmed competition and the competitive process.
261. Live Nation's exclusionary conduct has foreclosed a
substantial share of each market.
262. Live Nation's anticompetitive acts have had harmful effects on
competition and consumers.
263. Live Nation's exclusionary conduct lacks a non-pretextual
procompetitive justification that offsets the harm caused by Live
Nation's anticompetitive and unlawful conduct.
264. Live Nation's anticompetitive and exclusionary practices
violate Section 2 of the Sherman Act, 15 U.S.C. 2.
Sixth Claim for Relief: Violation of Arizona Law
265. The State of Arizona incorporates the allegations of
Paragraphs 1 through 264 above.
266. In addition to violating federal law, Defendants' acts as
alleged herein also constitute violations of Arizona's Uniform State
Antitrust Act, Arizona Revised Statutes (``A.R.S.'') Sec. 44-1401 et
seq., as follows:
a. Live Nation, as described in Paragraphs 224 through 232, has
unlawfully established, maintained, and used its monopoly power in
several markets, which constitutes a violation of A.R.S. Sec. 44-1403.
These markets include the provision of primary ticketing services to
major concert venues, the provision of primary concert ticketing
services to major concert venues, and the provision of primary concert
ticketing to fans at major concert venues.
b. Ticketmaster's long-term exclusive agreements to provide primary
ticketing services to major concert venues, as described in Paragraphs
233 through 240, are contracts, combinations, or conspiracies between
two or more persons that restrain or monopolize trade, which
constitutes a violation of A.R.S. Sec. 44-1402.
c. Live Nation, as described in Paragraphs 241 through 248, has
required artists to purchase substantial promotional services from Live
Nation in order for artists to use its large amphitheaters for shows as
part of a tour, which constitutes an unlawful tying arrangement in
violation of A.R.S. Sec. 44-1402.
d. Live Nation, as described in Paragraphs 249 through 256, has
unlawfully established, maintained, and used its monopoly power in the
market for the provision of the use of large amphitheaters and
ancillary services to artists on large-amphitheater tours, which
constitutes a violation of A.R.S. Sec. 44-1403.
e. Live Nation, as described in Paragraphs 257 through 264, has
unlawfully established, maintained, and used its monopoly power in the
markets for the provision of concert booking and promotion services to
major concert venues and the provision of promotion services to artists
performing in major concert venues, which constitutes a violation of
A.R.S. Sec. 44-1403.
267. Defendants committed these violations while selling tickets,
promoting events, and operating venues within the State of Arizona.
These violations ultimately harm fans, venues, promoters, and artists
across Arizona by increasing costs and prices, and reducing choice,
innovation, and quality.
268. In addition to its federal law remedies, the State of Arizona
seeks all remedies available under A.R.S. Sec. 44-1407, including,
without limitation, the following:
a. Injunctive relief, other equitable relief (including but not
limited to disgorgement), fees and costs, and other relief as this
Court deems just and equitable pursuant to A.R.S. Sec. 44-1407;
b. Civil penalties pursuant to A.R.S. Sec. 44-1407 which provides
that: ``The court may assess for the benefit of the state a civil
penalty of not more than one hundred fifty thousand dollars for each
violation of this article''; and
269. Other remedies as the Court may deem appropriate under the
facts and circumstances of this case.
Seventh Claim for Relief: Violation of Arkansas Law
270. Plaintiff State of Arkansas incorporates the allegations of
Paragraphs 1 through 264 above.
271. Plaintiff State of Arkansas brings this action in its
sovereign capacity pursuant to Ark. Code Ann. Sec. 4-75-212(a) and
Ark. Code Ann. Sec. 4-75-315(a) and its parens patriae capacity
pursuant to Ark. Code Ann. Sec. 4-75-212(b) and Ark. Code Ann. Sec.
4-75-315(b).
272. Defendants' acts as alleged herein constitute an unlawful
monopoly in violation of Ark. Code Ann. Sec. Sec. 4-75-301-302.
273. Defendants' acts as alleged herein further violate Arkansas's
prohibition of secret rebates or privileges tending to destroy
competition. Unfair Practices Act, Ark. Code Ann. Sec. 4-75-208.
274. Plaintiff State of Arkansas is entitled to and seeks all
remedies available at law or in equity, including, without limitation,
the following:
a. A declaratory judgment, pursuant to Ark. Code Ann. Sec. 4-75-
212(a)(1) and Ark. Code Ann. Sec. 4-75-315(a)(1), that Defendants'
acts and practices as described in this Complaint violate Arkansas's
Unfair Practices Act and its prohibition on monopolies;
b. Permanent injunctions against Defendants, pursuant to Ark. Code
Ann. Sec. 4-75-212(a)(2) and Ark. Code Ann. Sec. 4-75-315(a)(2),
enjoining Defendants from engaging in any act that violates Arkansas's
Unfair Practices Act and its prohibition on monopolies, including but
not limited to the unfair methods of competition alleged herein;
c. Damages for injuries sustained or restitution for loss as a
result of violations of Arkansas's antitrust statutes pursuant to Ark.
Code Ann. Sec. 4-75-212(b)(1)(A) and Ark. Code Ann. Sec. 4-75-
315(b)(1);
d. Civil penalties pursuant to Ark. Code Ann. Sec. 4-75-212(a)(4)
and Ark. Code Ann. Sec. 4-75-315(a)(4);
e. Costs and attorneys' fees pursuant to Ark. Code Ann. Sec. 4-75-
212(a)(4) and Ark. Code Ann. Sec. 4-75-315(a)(4); and
f. All other just and equitable relief that this Court may deem
appropriate.
Eighth Claim for Relief: Violation of California Law
275. The State of California incorporates the allegations of
Paragraphs 1 through 264 above.
276. Defendants' acts and practices detailed above also violate
California's Unfair Competition Law (``UCL''), Cal. Bus. & Prof. Code
Sec. 17200, et seq., which prohibits any unlawful, unfair, or
fraudulent business act or practice.
[[Page 41357]]
277. In bringing its state claims, Plaintiff State of California is
entitled to, without limitation, the following relief:
a. Injunctive, restitution and other equitable relief under the UCL
(Cal. Bus. & Prof. Code Sec. 17203); and
b. Civil penalties assessed at up to $2,500 for each violation of
the UCL (Cal. Bus. & Prof. Code Sec. 17206).
Ninth Claim for Relief: Violations of Colorado Law
278. Plaintiff State of Colorado repeats and re-alleges and
incorporates by reference Paragraphs 1 through 264 in this Complaint as
if fully set forth herein.
279. Defendants' acts as alleged herein violate the Colorado
Antitrust Act of 2023, Sec. 6-4-101, et. seq., Colo. Rev. Stat. These
violations substantially affect the people of Colorado and have impacts
within the State of Colorado.
280. The markets for primary ticketing services to major concert
venues, provision of primary concert ticketing services to major
concert venues and provision of primary concert ticketing offerings to
fans at major concert venues in the United States, as alleged in
Paragraphs 163 through 190, each constitute a separate relevant
antitrust market. The provision of concert booking and promotion
services to major concert venues, provision of the use of large
amphitheaters and ancillary services to artists, and provision of
promotion services to artists performing in major concert venues in the
United States or in smaller regional geographic markets, as alleged in
Paragraphs 191 through 214, each constitute separate, relevant
antitrust markets.
281. Defendants' acts alleged in Paragraphs 224 through 232 to
unlawfully maintain monopoly power in the markets for primary ticketing
services violate Sec. 6-4-105, Colo. Rev. Stat. Defendants have
monopoly power in the relevant markets for provision of primary
ticketing services and have engaged in an unlawful course of conduct to
maintain that monopoly power.
282. Defendants' acts alleged in Paragraphs 233 through 240
constitute unlawful exclusive dealing in violation of Sec. 6-4-104,
Colo. Rev. Stat. Ticketmaster's long-term exclusive agreements to
provide primary ticketing services to major concert venues unreasonably
restrain competition, foreclosing a substantial share of the market for
provision of primary ticketing services to major concert venues in the
United States.
283. Defendants' acts alleged in Paragraphs 241 through 248
constitute unlawful tying arrangements in violation of Sec. 6-4-104,
Colo. Rev. Stat. Live Nation's acts to require artists to purchase
concert promotion services from Live Nation in order to access large
amphitheaters coerce artists and significantly foreclose the market for
concert promotion services to artists.
284. Defendants' acts alleged in Paragraphs 249 through 256 to
monopolize the market for provision of use of large amphitheaters and
ancillary services to artists violate Sec. 6-4-105, Colo. Rev. Stat.
Defendants have monopoly power in the market for provision of use of
large amphitheaters and ancillary services to artists, and have engaged
in an unlawful course of conduct to maintain that monopoly power.
285. Defendants' acts alleged in Paragraphs 257 through 264 to
monopolize the markets for concert promotion services violate Sec. 6-
4-105, Colo. Rev. Stat. Defendants have monopoly power in the market
for provision of concert booking and promotion services to major
concert venues and the market for provision of concert promotion
services to artists performing at major concert venues, and have
engaged in an unlawful course of conduct to maintain that monopoly
power.
286. Defendants engaged in a wide-ranging anticompetitive and
exclusionary course of the conduct described above while selling
tickets, booking and promoting concerts, and operating venues within
Colorado. As alleged in Paragraphs 70 through 158 and 223, and on
information and belief, this anticompetitive conduct has harmed
competition, fans, venues, promoters, and artists across Colorado by
resulting in:
a. Supracompetitive prices in Colorado;
b. Reduction in the quality and quantity of live events available
in Colorado;
c. Loss of innovation in the relevant markets; and
d. Other harms resulting from lack of competition in the relevant
markets.
287. Each of Defendants' unlawful agreements, arrangements, or acts
alleged herein constitute at least one distinct violation of the
Colorado Antitrust Act within the meaning of Sec. 6-4-113, Colo. Rev.
Stat.
288. Defendants' acts alleged herein were willful within the
meaning of Sec. 6-4-113(2), Colo. Rev. Stat.
289. Defendants' acts alleged herein constitute a continuous
pattern and practice of behavior within the meaning of Sec. 6-4-
113(2), Colo. Rev. Stat.
290. The State of Colorado seeks all available remedies under the
Colorado Antitrust Act, including, without limitation.
a. Injunctive and other equitable relief pursuant to Sec. 6-4-112,
Colo. Rev. Stat.;
b. Civil penalties pursuant to Sec. 6-4-113, Colo. Rev. Stat. for
each violation of the Colorado Antitrust Act, including but not limited
to:
i. Each exclusive agreement in violation of Sec. 6-4-104, Colo.
Rev. Stat.;
ii. Each unlawful tying arrangement in violation of Sec. 6-4-104,
Colo. Rev. Stat.; and
iii. Each act to unlawfully maintain monopoly power in any relevant
market in violation of Sec. 6-4-105, Colo. Rev. Stat.
c. Treble damages for injuries sustained, directly or indirectly,
by individuals residing in Colorado to their property through the
purchase of tickets for live events from Ticketmaster, pursuant to the
State of Colorado's parens patriae authority under Sec. 6-4-112(3),
Colo. Rev. Stat.;
d. Costs and attorneys' fees, pursuant to Sec. 6-4-112(5), Colo.
Rev. Stat.; and
e. Other remedies as the Court may deem appropriate on the basis of
the facts properly alleged and proven.
291. The State of Colorado does not seek damages on behalf of any
governmental or public entity.
Tenth Claim for Relief: Violation of Connecticut Law
292. The State of Connecticut incorporates the allegations of
Paragraphs 1 through 264 above.
293. Defendants engaged in the conduct described while selling
tickets, promoting shows, and operating venues in Connecticut. This
anticompetitive conduct harmed fans, venues, promoters, and artists
across the State and affected commerce therein.
294. Defendants' actions alleged in the Complaint violate the
Connecticut Antitrust Act (``CAA''), General Statutes Sec. 35-24 et
seq.
295. Defendants' actions alleged in the Complaint constitute
restraint of a part of trade or commerce within the state in violation
of Conn. Gen. Stat. Sec. 35-26.
296. Defendants' actions alleged in the Complaint constitute
monopolization of a part of trade or commerce within the state in
violation of Conn. Gen. Stat. Sec. 35-27.
297. The State of Connecticut seeks all remedies available under
the CAA, including, without limitation, the following:
a. Injunctive and other equitable relief, pursuant to Conn. Gen.
Stat. Sec. 35-34;
b. Civil penalties of $1,000,000 against each Defendant pursuant to
Conn. Gen. Stat. Sec. 35-38;
[[Page 41358]]
c. Costs and attorneys' fees, pursuant to Conn. Gen. Stat. Sec.
35-34; and
d. Other remedies as the Court may deem appropriate under the facts
and circumstances of the case.
Eleventh Claim for Relief: Violation of District of Columbia Law
298. The District of Columbia incorporates the allegations of
Paragraphs 1 through 264 above.
299. The Attorney General for the District of Columbia brings this
action pursuant to DC Code Sec. 28-4501, et seq.
300. Defendants' conduct alleged in paragraphs 224-232 and 249-264
constitutes unlawful monopolization within the District of Columbia
under DC Code Sec. 28-4503.
301. Defendants' conduct alleged in paragraphs 233-248 constitutes
unlawful combination in restraint of trade within the District of
Columbia under DC Code Sec. 28-4502.
302. The District of Columbia, pursuant to its parens patriae
authority in the District of Columbia Antitrust Act, DC Code Sec. 28-
4507(b)(1) seeks all remedies available under DC Code Sec. 28-4507.
The District of Columbia is also entitled to recover its costs and
attorney's fees under DC Code Sec. 28-4507(a)(2)(B).
Twelfth Claim for Relief: Violation of Florida Law
303. Plaintiff State of Florida incorporates the allegations of
Paragraphs 1 through 264 above.
Florida Antitrust Act
304. In addition to violating federal law, Defendants' acts
described above violate the Florida Antitrust Act, Sections 542.18 and
542.19, Florida Statutes.
305. The State of Florida seeks damages under Section 542.22,
Florida Statutes, for each violation of the Florida Antitrust Act,
Sections 542.18 and 542.19, Florida Statutes.
306. The State of Florida seeks the maximum civil penalties under
Section 542.21, for each violation of the Florida Antitrust Act,
Sections 542.18 and 542.19, Florida Statutes.
307. The State of Florida seeks to recover its reasonable
attorneys' fees and costs, pursuant to Section 542.23, Florida
Statutes.
308. The State of Florida seeks injunctive relief pursuant to
Section 542.23, Florida Statutes.
309. Defendants' conduct alleged herein constitutes unlawful
monopolization within Florida under Section 542.19, Florida Statutes.
310. Defendants' conduct alleged herein constitutes unlawful
combination in restraint of trade within Florida under Section 542.18,
Florida Statutes.
311. Defendants engaged in the conduct described above while
selling tickets, promoting concerts, and operating venues in Florida.
This anticompetitive conduct harmed fans, venues, promoters, and
artists across Florida and affected commerce therein.
312. Defendants' anticompetitive acts alleged herein, or the
effects thereof, are continuing and will continue and are likely to
recur unless permanently restrained and enjoined.
Florida Deceptive and Unfair Trade Practices Act
313. In addition to violating federal law, Defendants' acts
described above constitute unfair methods of competition which violate
the Florida Deceptive and Unfair Trade Practices Act, Section 501.204,
Florida Statutes.
314. Defendants engaged in the conduct described above while
selling tickets, promoting concerts, and operating venues in Florida.
This anticompetitive conduct harmed fans, venues, promoters, and
artists across Florida and affected commerce therein.
315. The State of Florida seeks damages under Section 501.207(c),
Florida Statutes, for each violation of the Florida Deceptive and
Unfair Trade Practices Act, Section 501.204, Florida Statutes.
316. The State of Florida seeks the maximum civil penalties under
Sections 501.2075 and 501.2077, Florida Statutes, for each violation of
the Florida Deceptive and Unfair Trade Practices Act, Section 501.204,
Florida Statutes.
317. The State of Florida seeks to recover its reasonable
attorneys' fees and costs, pursuant to Section 501.2105, Florida
Statutes.
318. The State of Florida seeks injunctive relief pursuant to
Section 501.207(1)(b), Florida Statutes.
319. Defendants' unfair methods of competition alleged herein, or
the effects thereof, are continuing and will continue and are likely to
recur unless permanently restrained and enjoined.
Florida's Prayer for Relief
320. Award to the State of Florida damages under Section 542.22,
Florida Statutes, for each violation of the Florida Antitrust Act,
Sections 542.18 and 542.19, Florida Statutes;
321. Award to the State of Florida the maximum civil penalties
under Section 542.21, for each violation of the Florida Antitrust Act,
Sections 542.18 and 542.19, Florida Statutes;
322. Award to the State of Florida its reasonable attorneys' fees
and costs, pursuant to Section 542.23, Florida Statutes;
323. Adjudge and decree that Defendants violated Sections 542.18,
and 542.19, Florida Statutes;
324. Award to the State of Florida damages under Section
501.207(c), Florida Statutes, for each violation of the Florida
Deceptive and Unfair Trade Practices Act, Section 501.204, Florida
Statutes;
325. Award to the State of Florida the maximum civil penalties
under Sections 501.2075 and 501.2077, Florida Statutes, for each
violation of the Florida Deceptive and Unfair Trade Practices Act,
Section 501.204, Florida Statutes;
326. Award to the State of Florida its reasonable attorneys' fees
and costs, pursuant to Section 501.2105, Florida Statutes;
327. Adjudge and decree that Defendants violated Section 501.204,
Florida Statutes;
328. Enjoin and restrain, pursuant to Florida law, Defendants,
their affiliates, assignees, subsidiaries, successors, and transferees,
and their officers, directors, partners, agents and employees, and all
other persons acting or claiming to act on their behalf or in concert
with them, from continuing to engage in any anticompetitive conduct,
and from adopting in the future any practice, plan, program, or device
having a similar purpose or effect to the anticompetitive actions set
forth above.
Thirteenth Claim for Relief: Violation of Illinois Law
329. Plaintiff State of Illinois incorporates the allegations of
Paragraphs 1 through 264 above.
330. Defendants' acts alleged herein, which all lack any non-
pretextual procompetitive justifications that offset the substantial
harmful effects on competition and consumers, violate Section 3 of the
Illinois Antitrust Act, 740 ILCS 10/3, as follows:
a. Live Nation has unlawfully maintained its monopoly power in the
provision of primary ticketing services to major concert venues through
a course of exclusionary conduct described in Paragraphs 224 through
232 above, in violation of Section 3(3) of the Illinois Antitrust Act,
740 ILCS 10/3(3);
b. Ticketmaster's long-term exclusive agreements to provide primary
ticketing services to major concert venues, which exclude all
competitors, as described in Paragraphs 233 through 240 above,
unreasonably restrain competition in violation of Sections 3(1)(a) &
3(1)(b) of
[[Page 41359]]
the Illinois Antitrust Act, 740 ILCS 10/3(1)(a) & 10/3(1)(b);
c. Live Nation has engaged in unlawful, anticompetitive and
exclusionary tying arrangements by requiring artists seeking to perform
at large amphitheaters in Illinois as part of a tour to purchase
promotion services from Live Nation, as described in Paragraphs 241
through 248 above, in violation of Section 3(4) of the Illinois
Antitrust Act, 740 ILCS 10/3(4);
d. Live Nation has unlawfully maintained its monopoly power in the
provision of large amphitheaters and ancillary services for large
amphitheater tours through a course of anticompetitive exclusionary
conduct described in Paragraphs 249 through 256 above in violation of
Sections 3(2) & 3(3) of the Illinois Antitrust Act, 740 ILCS 10/3(2) &
10/3(3); and
e. Live Nation has unlawfully maintained its monopoly power in the
provision of concert booking and promotion services to major concert
venues and the provision of promotion services to artists performing in
major concert venues through a course of anticompetitive exclusionary
practices described in Paragraphs 257 through 264 above, in violation
of Sections 3(1)(b), 3(2) & 3(3) of the Illinois Antitrust Act, 740
ILCS 10/3(1)(b), 10/3(2) & 10/3(3).
331. These violations substantially affect the people who reside in
Illinois and companies that conduct business in Illinois and have
impacts within the State of Illinois.
332. Plaintiff State of Illinois, through its Attorney General,
seeks all available injunctive and monetary relief, including as parens
patriae on behalf of persons residing in Illinois to recover treble
damages under 740 ILCS 10/7(2) and including civil penalties under 740
ILCS 10/7(4).
333. Plaintiff State of Illinois, through its Attorney General,
also seeks to recover its costs and attorneys' fees under 740 ILCS 10/
7(2).
Fourteenth Claim for Relief: Violation of Indiana Law
334. Plaintiff State of Indiana incorporate the allegations of
Paragraphs 1 through 264 above.
Indiana Antitrust Act
335. The aforementioned practices by Live Nation and Ticketmaster
were and are in violation of the Indiana Antitrust Act, Ind. Code
Sec. Sec. 24-1-2-1 and 24-1-2-2.
1. The aforementioned practices by Live Nation and Ticketmaster
were and are in violation of the Indiana Antitrust Act, Ind. Code
Sec. Sec. 24-1-2-1 and 24-1-2-2.
336. The acts alleged in the Complaint constitute schemes,
contracts, or combinations in restraint of trade or commerce or are
otherwise illegal under Ind. Code Sec. 24-1-2-1.
337. The acts alleged in the Complaint constitute monopolization as
a part of trade or commerce within the state under Ind. Code Sec. 24-
1-2-2.
338. Plaintiff State of Indiana, through its Attorney General,
seeks all available relief as parens patriae on behalf of natural
persons residing in Indiana under the Indiana Antitrust Act, including,
without limitation, the following:
a. Appropriate injunctive or other equitable relief pursuant to
Ind. Code Sec. 24-1-2-5.1;
b. A civil penalty pursuant to Ind. Code Sec. 24-1-2-5.1;
c. Injuries or damages sustained directly or indirectly by natural
persons pursuant to Ind. Code Sec. 24-1-2-5.1;
d. Costs and fees pursuant to Ind. Code Sec. 24-1-2-5.1;
e. Other remedies the Court finds necessary to redress and prevent
recurrence of each Defendant's violations.
Fifteenth Claim for Relief: Violation of Iowa Law
339. Plaintiff State of Iowa incorporates Paragraphs 1 through 264
above. Defendants engaged in the conduct alleged above while they sold
tickets and promoted concerts in Iowa. That conduct substantially
affects the people of Iowa and the State of Iowa.
340. As a result of this conduct, Iowa consumers have suffered
anticompetitive harm by paying increased prices, paying additional
costs, and suffering reduced quality.
341. Plaintiff State of Iowa seeks all remedies available under
Federal law.
342. Defendants' conduct also violates the Iowa Competition Law,
Iowa Code Chapter 553, including Iowa Code Sec. Sec. 553.4 and 553.5.
343. For violations of the Iowa Competition Law, Plaintiff State of
Iowa seeks all available relief under Iowa Code Chapter 553, including
but not limited to:
a. Injunctive and equitable relief under Iowa Code Sec. 553.12(1);
b. Damages under Iowa Code Sec. 553.12(2);
c. Civil penalties under Iowa Code Sec. 553.13; and
d. All other remedies the court may deem appropriate.
344. Defendants' conduct also constitutes unfair practices in
violation of the Iowa Consumer Fraud Act, Iowa Code Sec. 714.16.
345. For violations of the Iowa Consumer Fraud Act, Plaintiff State
of Iowa seeks all available relief under Iowa Code Sec. 714.16,
including but not limited to:
a. Injunctive relief, equitable relief, and civil penalties under
Iowa Code Sec. 714.16(7);
b. Costs and attorneys' fees under Iowa Code Sec. 714.16(11); and
c. All other remedies the court may deem appropriate.
Sixteenth Claim for Relief: Violation of Kansas Law
346. The State of Kansas incorporates the allegations of Paragraphs
1 through 264 above.
347. In addition to violating federal law, Defendants' acts as
alleged herein also constitute violations of the Kansas Restraint of
Trade Act (``KRTA''), Kansas Statutes Annotated (``Kan. Stat. Ann.'')
Sec. 50-101, et seq., as follows:
a. Live Nation and Ticketmaster have entered into combinations of
capital, skill, or acts which restrict trade or commerce, increase the
price of merchandise or commodities, and prevent competition in the
sale or purchase of merchandise or commodities in the markets for
concert promotion, venues, artists, and the related sale of tickets for
performances in entertainment in Kansas, in violation of Kan. Stat.
Ann. Sec. 50-101.
b. Live Nation and Ticketmaster have entered into, executed and
carried out contracts, obligations or agreements which bind venues,
promotors and artists to preclude free and unrestricted competition in
these markets, in violation of Kan. Stat. Ann. Sec. 50-101.
c. Live Nation and Ticketmaster have entered into arrangements,
contracts, agreements, trusts, or combinations with a view to or which
tend to prevent full and free competition and advance the price of
products and services for entertainment in Kansas, in violation of Kan.
Stat. Ann. Sec. 50-112.
348. Defendants committed these violations while selling tickets,
promoting events, and operating venues within the State of Kansas.
These violations caused harm to the State of Kansas and ultimately harm
fans, venues, promoters, and artists across Kansas by increasing costs
and prices, and reducing choice, innovation, and quality.
349. In addition to federal remedies, the State of Kansas seeks the
following remedies under state law:
a. A declaration that the above acts and practices violate the KRTA
pursuant to Kan. Stat. Ann. Sec. 50-103;
b. Injunctive relief, voiding of any contract or agreement in
violation of the
[[Page 41360]]
KRTA, other equitable relief, fees and costs, including attorneys'
fees, pursuant to Kan. Stat. Ann. Sec. Sec. 50-103 and 50-161;
c. Civil penalties, pursuant to Kan. Stat. Ann. Sec. 50-103, as
specified by Kan. Stat. Ann. Sec. 50-160 which provides that: ``The
commission of any act or practice declared to be a violation of the
Kansas restraint of trade act shall render the violator liable to the
state for the payment of a civil penalty in a sum set by the court of
not less than $100 nor more than $5,000 for each day such violation
shall have occurred''; and
d. Other relief as this Court deems appropriate.
Seventeenth Claim for Relief: Violation of Louisiana Law
350. Plaintiff State of Louisiana repeats and re-alleges each and
every preceding allegation through Paragraph 264 as if fully set forth
herein.
351. The Attorney General of the State of Louisiana is authorized
to bring this action pursuant to the Louisiana Unfair Trade Practices
Act, LSA-R.S. 51:1401, et seq. (``LUTPA'').
352. LSA-R.S. 51:1405(A) of LUTPA makes unlawful ``unfair and
deceptive acts or practices in the conduct of any trade or commerce.''
353. Defendants' acts as alleged herein violates Louisiana's
prohibition on unfair and deceptive acts or practices in LUTPA.
354. Plaintiff State of Louisiana seeks the following remedies:
a. Injunctive relief enjoining Defendants from violating LUTPA,
including but not limited to conduct alleged herein pursuant to LSA-
R.S. 51:1407(A);
b. Restitution to any person harmed by Defendants conduct pursuant
to LSA-R.S. 51:1408(A)(5);
c. Civil penalties pursuant to LSA-R.S. 51:1407(B); and
d. Costs and attorneys' fees; and
e. Any other relief the court may grant.
Eighteenth Claim for Relief: Violation of Maryland Law
355. Plaintiff State of Maryland incorporates the allegations of
Paragraphs 1 through 264 above.
356. The Defendants engaged in the conduct alleged above while
selling tickets, promoting shows, and operating venues in Maryland. The
anticompetitive conduct in Maryland harmed thousands of Maryland fans,
venues, promoters, and artists, among others.
357. As a result of Defendants' conduct and the related reduction
of competition in the relevant markets, Maryland consumers and
businesses have suffered anticompetitive harms, including increased
prices, increased costs, and reduced quality.
358. The Defendants' acts violate the Maryland Antitrust Act, MD
Commercial Law Code Ann. Sec. 11-201 et seq. Defendants' conduct
alleged herein constitutes unlawful monopolization under MD Commercial
Law Code Ann. Sec. 11-204(a).
359. The Defendants' conduct alleged herein constitutes an unlawful
combination in restraint of trade in violation of MD Commercial Law
Code Ann. Sec. 11-204(a). Defendants' conduct has substantially
lessened competition and produced anticompetitive effects within the
State of Maryland.
360. Plaintiff State of Maryland is entitled to all remedies
available at law or in equity under Maryland Commercial Law Code Ann.
Sec. 11-209 and federal law. Maryland seeks the following remedies
available under the Maryland Antitrust Act:
a. That the Court adjudge and decree the conduct alleged in the
complaint to be unlawful and in violation of the Maryland Antitrust
Act;
b. Injunctive and other equitable relief pursuant to MD Commercial
Law Code Ann. Sec. 11-209;
c. Civil penalties pursuant to MD Commercial Law Code Ann. Sec.
11-209;
d. Costs and attorney's fees pursuant to MD Commercial Law Code
Ann. Sec. 11-209;
e. Other remedies, including pre-judgment interest, as the court
may deem appropriate under the facts and circumstances of the case.
Nineteenth Claim for Relief: Violation of Michigan Law
361. Plaintiff State of Michigan re-alleges and incorporates the
allegations of Paragraphs 1 through 264 above.
362. In addition to violating federal law, Defendants' acts
constitute violations of the Michigan Antitrust Reform Act (``MARA'';
MCL 445.771 et seq.). MARA shall be applied and harmonized to
effectuate its general purpose with deference to ``interpretations
given by the federal courts to comparable antitrust statutes,
including, without limitation, the doctrine of per se violations and
the rule of reason.'' MCL 445.784.
363. Section Two of MARA, MCL 445.772, makes unlawful a contract,
combination, or conspiracy between two or more persons in restraint of,
or to monopolize, trade or commerce in a relevant market.
364. Section Three of MARA, MCL 445.773, makes unlawful the
establishment, maintenance, or use of a monopoly, or any attempt to
establish a monopoly, of trade or commerce in a relevant market by any
person, for the purpose of excluding or limiting competition or
controlling, fixing, or maintaining prices.
365. Live Nation has established and unlawfully maintained a
monopoly in each of the markets alleged in Section VI of this
Complaint.
366. Through unlawful monopolization of the relevant markets,
unlawful exclusive dealing, unlawful tying or some combination thereof,
the Defendants have inflicted antitrust injuries on consumers, artists,
venue operators and live music promoters in Michigan in violation of
Sections Two and Three of MARA.
367. The Attorney General brings this suit in the name of the State
of Michigan and on behalf of the people of the State of Michigan in her
parens patriae capacity.
368. Michigan seeks all legal and equitable relief under Federal
law as well as the legal and equitable relief authorized by MCL 445.777
and MCL 445.778, including civil penalties, disgorgement, damages,
injunctive relief, and costs and attorney's fees.
Twentieth Claim for Relief: Violation of Minnesota Law
369. Plaintiff State of Minnesota re-alleges and incorporates by
reference the allegations of Paragraphs 1 through 264 above.
370. In addition to violating federal law, Defendants' acts as
alleged herein violate the Minnesota Antitrust Law of 1971, Minnesota
Statutes sections 325D.49 to 325D.66.
371. Live Nation has unlawfully maintained its monopoly power, as
described in Paragraphs 224 through 232 above, over markets related to
primary ticketing, including the provision of primary ticketing
services to major concert venues, the provision of primary concert
ticketing services to major concert venues, and the provision of
primary concert ticketing offerings to fans at major concert venues
(even if combined with services that offer resale of concert tickets),
in violation of Minnesota Statutes section 325D.52. Each of these
markets constitute trade or commerce. Defendants have done so for the
purpose of affecting competition.
372. Ticketmaster's long-term exclusive primary ticketing contracts
constitute contracts, combinations, or conspiracies between two or more
persons in unreasonable restraint of trade, as described in Paragraphs
233 through 240 above, in violation of Minnesota Statutes section
325D.51.
[[Page 41361]]
373. Live Nation's requirement that artists seeking to use its
large amphitheaters for shows as part of a tour also purchase promotion
services from Live Nation constitutes contracts, combinations, or
conspiracies between two or more persons in unreasonable restraint of
trade, as described in Paragraphs 241 through 248 above, in violation
of Minnesota Statutes section 325D.51.
374. Live Nation has maintained or used monopoly power over the
market for the provision of the use of large amphitheaters and
ancillary services to artists on large-amphitheater tours, as described
in Paragraphs 249 through 256 above, in violation of Minnesota Statutes
section 325D.52. This market constitutes trade or commerce. Live Nation
has done so for the purpose of affecting competition.
375. Live Nation has maintained or used its monopoly power in the
markets for the provision of concert booking and promotion services to
major concert venues and the provision of promotion services to artists
performing in major concert venues, as described in Paragraphs 257
through 264 above, in violation of Minnesota Statutes section 325D.52.
The markets constitute trade or commerce. Live Nation has done so for
the purpose of affecting competition.
376. Defendants engaged in the conduct described herein while
selling tickets, promoting concerts, and operating venues within
Minnesota. These violations substantially affect trade and commerce
within the State of Minnesota and cause anticompetitive harms to the
people of Minnesota and the general economy of Minnesota, such as
increased prices, increased costs, reduced choice, reduced innovation,
and reduced quality.
377. Plaintiff State of Minnesota seeks relief, including but not
limited to the following:
a. Enjoining Defendants and their employees, officers, directors,
agents, successors, assignees, affiliates, merged or acquired
predecessors, parents, or controlling entities, subsidiaries, and all
other persons acting in concert or participation with them from
engaging in conduct in violation of Minnesota Statutes sections 325D.49
to 325D.66;
b. Awarding judgment against Defendants for civil penalties
pursuant to Minnesota Statutes sections 8.31, subd. 3, and 325D.56; and
c. Costs and reasonable attorneys' fees under Minnesota Statutes
sections 325D.57 and 8.31, subd. 3a.
Twenty-first Claim for Relief: Violation of Mississippi Law
378. Plaintiff State of Mississippi incorporates the allegations of
Paragraphs 1 through 264 above.
379. In addition to violating federal law, Defendants' acts as
alleged herein also violate the Mississippi Antitrust Act (MAA), Miss.
Code Ann Sec. 75-21-1 et seq. These acts have substantially lessened
competition and have anticompetitive effects within the State of
Mississippi.
380. Specifically, Defendants' acts as described above constitute
illegal monopolization under Miss. Code Ann. Sec. 75-21-3(b) and
restraint of trade under Miss. Code Ann. Sec. 75-21-1(a).
381. Plaintiff State of Mississippi is entitled to and seeks all
remedies available at law or in equity, including, but without
limitation, civil penalties in the amount of $ 2,000.00 for every
willful violation of the MAA, pursuant to Miss. Code Ann. Sec. 75-21-
7.
Twenty-second Claim for Relief: Violation of Nebraska Law
382. Plaintiff State of Nebraska incorporates the allegations of
Paragraphs 1 through 264 above.
383. Plaintiff State of Nebraska brings this action pursuant to the
Nebraska Unlawful Restraint of Trade Act, Neb. Rev. Stat. Sec. 59-801
et seq., the Nebraska Consumer Protection Act, Sec. 59-1601 et seq.,
and the Nebraska Attorney General's duty to enforce the Nebraska
antitrust laws. Neb Rev. Stat. Sec. 84-211 et seq.
384. In addition to violating federal law, Defendants' conduct, as
alleged herein, constitutes unreasonable restraints of trade, unlawful
monopoly maintenance, and unfair methods of competition under the
Nebraska Unlawful Restraint of Trade Act and the Nebraska Consumer
Protection Act.
385. Defendants' violations of the Nebraska antitrust laws arise
from their sale of goods, services, and commerce alleged herein.
386. Defendants' anticompetitive conduct has occurred within or
impacted trade or commerce in Nebraska.
387. Defendants' anticompetitive conduct has and will continue to
directly and indirectly affect the people of the State of Nebraska by
causing increased prices, increased costs, and reduced quality.
388. Plaintiff State of Nebraska requests the Court enter a
judgment finding Defendants violated Neb. Rev. Stat. Sec. Sec. 59-801,
59-802, 59-1602, 59-1603, and 59-1604.
389. Plaintiff State of Nebraska is entitled to relief including,
but not limited to, civil penalties, injunctive relief, and its costs
and attorney's fees under Neb. Rev. Stat. Sec. Sec. 59-1608 and 59-
1614.
Twenty-third Claim for Relief: Violation of Nevada Law
Violations of Nevada Unfair Trade Practices Act
390. The State of Nevada incorporates the allegations of Paragraphs
1 through 264 above.
391. The Defendants' conduct in the course of selling tickets,
booking and promoting live entertainment shows, and operating concert
venues in the State of Nevada has been unlawful, exclusionary and
anticompetitive, as described in detail above. This alleged conduct,
while national in scope, has harmed fans, venues, promoters and artists
throughout, or doing business in, the State of Nevada.
392. Live Nation's unlawful maintenance of its monopoly power in
each of the various antitrust markets identified in Section VI through
anticompetitive and exclusionary conduct, also constitute violations of
Nevada law pursuant to the Nevada Unfair Trade Practices Act, Nev. Rev.
Stat. Sec. 598A.010, et seq. See specifically Nev. Rev. Stat. Sec.
598A.060--Prohibited Acts.
393. The State of Nevada seeks all remedies available under federal
law and the Nevada Unfair Trade Practices Act including, without
limitation, the following:
a. Civil penalties pursuant to Nev. Rev. Stat. Sec. 598A.170,
which provides for ``an amount not to exceed 5 percent of the gross
income realized by the sale of commodities or services sold by such
persons in this state in each year in which the prohibited activities
occurred'';
b. Damages for natural persons residing in Nevada that were damaged
directly or indirectly by the defendants' conduct, pursuant to Nev.
Rev. Stat. Sec. 598A.160;
c. Injunctive relief pursuant to Nev. Rev. Stat. Sec.
598A.070(c)(1);
d. Disgorgement, restitution and other equitable relief as provided
by Nev. Rev. Stat. Sec. 598A.070(c)(4);
e. Costs and attorney's fees pursuant to Nev. Rev. Stat. Sec.
598A.200; and
f. Any other remedies the court may deem appropriate under the
facts and circumstances of the case.
Twenty-fourth Claim for Relief: Violation of New Hampshire Law
394. The State of New Hampshire incorporates the allegations of
Paragraphs 1 through 264 above.
[[Page 41362]]
395. The Attorney General for the State of New Hampshire brings
this action pursuant to NH RSA 356 et seq. and 15 U.S.C. 12 et seq.
396. Defendants' conduct as alleged herein constitutes unlawful
contract, combination, or conspiracy in restraint of trade under NH RSA
356:2.
397. Defendants' conduct as alleged herein constitutes unlawful
establishment, maintenance or use of monopoly power, or an attempt to
establish, maintain or use monopoly power over trade or commerce for
the purpose of affecting competition or controlling, fixing or
maintaining prices under NH RSA 356:3.
398. The State of New Hampshire seeks all remedies available under
federal law and NH RSA 356:4 et seq., including, without limitation:
a. Damages for natural persons under parens patriae authority under
NH RSA 356:4-a, II;
b. Injunctive and other equitable relief under NH RSA 356:4-a;
c. Civil penalties under NH RSA 356:4-a;
d. Costs and attorney's fees under NH RSA 356:4-b and/or 356:10;
and
e. Other remedies as the Court may deem appropriate under the facts
and circumstances of the case.
f.
Twenty-fifth Claim for Relief: Violation of New Jersey Law
399. Plaintiff State of New Jersey repeats and realleges and
incorporates by reference Paragraphs 1 through 264 of this Complaint as
if fully set forth herein.
400. The New Jersey Antitrust Act, N.J.S.A. 56:9-3, states: ``Every
contract, combination in the form of trust or otherwise, or conspiracy
in restraint of trade or commerce, in this State, shall be unlawful.''
401. The New Jersey Antitrust Act, N.J.S.A. 56:9-4(a), further
states: ``It shall be unlawful for any person to monopolize, or attempt
to monopolize, or to combine or conspire with any person or persons, to
monopolize trade or commerce in any relevant market within this
State.''
402. Defendants engaged in numerous commercial practices in the
operation of their business that violate N.J.S.A. 56:9-3 and N.J.S.A.
56:9-4(a), including but not limited to the following:
403. Utilizing Ticketmaster's long-term exclusive agreements to
provide primary ticketing services to major concert venues in the State
of New Jersey to unreasonably restrain competition;
404. Utilizing Ticketmaster's contracts of adhesion to exclude
competitors and restrict competitors' access to the only significant
distribution channel for primary ticketing services to major concert
venues across the State of New Jersey;
405. Utilizing Ticketmaster's long-term exclusive primary ticketing
contracts to restrict from competition a substantial share of the
market for the provision of primary ticketing services to major concert
venues in the State of New Jersey; and
406. Selling tickets, booking and promoting live shows, and
operating concert venues in an unlawful, exclusionary, and anti-
competitive manner that lacks a valid procompetitive justification
sufficient to offset the harm caused by that unlawful behavior.
407. Defendants' violations of the New Jersey Antitrust Act,
N.J.S.A. 56: 9-1 to -19, and Section 16 of the Clayton Act, have
resulted in the following harm to the citizens of New Jersey and to
citizens of other states that have attended events or purchased tickets
to events in the State of New Jersey, as well as to venues, promoters,
and artists who are located in or do business in the State of New
Jersey:
408. Causing those who attend live events to pay more in non-
transparent, non-negotiable fees without other options;
409. Denying consumers the benefits of competition, such as more
concert choices and innovative, fan-friendly ticketing options; and
410. Restricting the provision of primary ticketing services to
major concert venues to fans at major concert venues (even if combined
with services that offer resale of concert tickets).
411. To restore competition to the affected markets, New Jersey
seeks all remedies available under the New Jersey Antitrust Act,
N.J.S.A. 56:9-1 to -19, and/or Section 16 of the Clayton Act including,
without limitation, the following:
a. Divestiture of Ticketmaster and/or venues owned or operated by
Live Nation Entertainment, pursuant to N.J.S.A. 56:9-7 and/or Section
16 of the Clayton Act;
b. Injunctive and other equitable relief prohibiting Defendants'
wrongful conduct, in accordance with N.J.S.A. 56:9-10(a);
c. Equitable monetary relief to remedy Defendants' unlawful
conduct, pursuant to N.J.S.A. 56:9-10(b);
d. Civil penalties of not more than the greater of $100,000 or $500
per day for each and every day of said violation against Defendants,
pursuant to N.J.S.A. 56:9-10(c);
e. Costs and attorney's fees, pursuant to N.J.S.A. 56:9-12; and
f. Other remedies as the Court may deem appropriate and the
interests of justice may require.
Twenty-sixth Claim for Relief: Violation of New Mexico Law
412. The State of New Mexico incorporates the allegations of
Paragraphs 1 through 264 above.
413. Pursuant to Section 15 of the New Mexico Antitrust Act, N.M.
Stat. Ann. Sec. 57-1-15, a violation of Sections 1 and 2 of the
federal Sherman Antitrust Act also constitutes a violation of Sections
1 and 2 of the New Mexico Antitrust Act, N.M. Stat. Ann. Sec. Sec. 57-
1-1 and -2.
414. The Attorney General brings this enforcement action on behalf
of the State of New Mexico in its sovereign capacity pursuant to
Section 3 of the New Mexico Antitrust Act, N.M. Stat. Ann. Sec. 57-1-
3.
415. Live Nation has unlawfully maintained its monopoly power in
the provision of primary ticketing services to major concert venues
through a course of exclusionary conduct described in Paragraphs 224
through 232 above, in violation of Section 2 of the New Mexico
Antitrust Act, N.M. Stat. Ann. Sec. 57-1-2.
416. Ticketmaster's long-term exclusive agreements to provide
primary ticketing services to major concert venues, which exclude all
competitors, as described in Paragraphs 233 through 240 above,
unreasonably restrain competition in violation of Section 1 of the New
Mexico Antitrust Act, N.M. Stat. Ann. Sec. 57-1-1.
417. Live Nation has engaged in unlawful, anticompetitive, and
exclusionary tying arrangements by requiring artists seeking to perform
at large amphitheaters in New Mexico as part of a tour to purchase
promotion services from Live Nation, as described in Paragraphs 241
through 248 above, in violation of Section 1 of the New Mexico
Antitrust Act, N.M. Stat. Ann. Sec. 57-1-1.
418. Live Nation has unlawfully maintained its monopoly power in
the provision of large amphitheaters and ancillary services for large
amphitheater tours through a course of anticompetitive exclusionary
conduct described in Paragraphs 249 through 256 above, in violation of
Section 2 of the New Mexico Antitrust Act, N.M. Stat. Ann. Sec. 57-1-
2.
419. Live Nation has unlawfully maintained its monopoly power in
the provision of concert booking and promotion services to major
concert venues and the provision of promotion
[[Page 41363]]
services to artists performing in major concert venues through a course
of anticompetitive exclusionary practices described in Paragraphs 257
through 264 above, in violation of Section 2 of the New Mexico
Antitrust Act, N.M. Stat. Ann. Sec. 57-1-2.
420. Defendants' acts substantially affect the people who reside in
the State of New Mexico and companies that conduct business in New
Mexico and have impacts within the State of New Mexico.
421. Plaintiff State of New Mexico seeks civil monetary penalties
and injunctive relief pursuant to Sections 7 and 8 of the New Mexico
Antitrust Act, N.M. Stat. Ann. Sec. Sec. 57-1-7 and -8.
422. Plaintiff State of New Mexico is entitled to costs and
reasonable attorney fees pursuant to Section 3 of the New Mexico
Antitrust Act, N.M. Stat. Ann. Sec. 57-1-3(A).
Twenty-Seventh Claim for Relief: Violation of New York Law
423. Plaintiff State of New York incorporates the allegations of
Paragraphs 1 through 264 above.
424. Defendants' acts as alleged in this Complaint violate New
York's Donnelly Act, New York General Business Law Sec. Sec. 340 et
seq., by contracts, agreements, arrangements or combinations that
result in the establishment or maintenance of a monopoly and/or by
restraining competition.
425. Defendants' acts alleged in this Complaint also violate
Section 63(12) of New York's Executive Law, in that Defendants have
engaged in repeated and/or persistent illegal acts, including
violations of Sections 1 and 2 of the Sherman Act, as well as
violations of the Donnelly Act.
426. To restore competition to the affected markets, New York seeks
equitable relief, including an injunction prohibiting Defendants'
wrongful conduct, as well as, inter alia, divestitures of Ticketmaster
and venues owned or operated by Live Nation Entertainment, pursuant to
Section 16 of the Clayton Act, New York General Business Law Sec. 342
and/or Section 63(12) of the New York Executive Law.
427. New York also seeks equitable monetary relief to deter and
remedy Defendants' unlawful conduct pursuant to Section 63(12) of the
New York Executive Law.
428. New York seeks also civil penalties of $1,000,000 per
violation against each defendant, pursuant to New York Business Law
Sec. 342-a, as well as fees and costs pursuant to federal and state
law.
Twenty-Eighth Claim for Relief: Violation of North Carolina Law
429. Plaintiff State of North Carolina incorporates the allegations
of Paragraphs 1 through 264 above.
430. Defendants engaged in the conduct alleged above while selling
tickets and promoting concerts in North Carolina. This anticompetitive
conduct in North Carolina harmed fans, venues, promoters, and artists
across the State.
431. As a result of this conduct, and the concomitant reduction of
competition in the relevant markets, North Carolina consumers have
suffered anticompetitive harm, including increased prices, increased
costs, and reduced quality.
432. This conduct has affected North Carolina commerce to a
substantial degree.
433. Defendants' acts as alleged in the First, Fourth, and Fifth
causes of action stated above violate the North Carolina Unfair or
Deceptive Trade Practices Act, N.C.G.S. Sec. 75-1 et seq., in that
they constitute unlawful monopolization of a part of trade or commerce
in North Carolina. N.C.G.S. Sec. 75-2.1.
434. Defendants' acts as alleged in the Second and Third causes of
action stated above violate the North Carolina Unfair or Deceptive
Trade Practices Act in that they constitute contracts in restraint of
trade or commerce in North Carolina, and/or acts and contracts in
restraint of trade or commerce which violate the principles of the
common law. N.C.G.S. Sec. Sec. 75-1, 75-2.
435. Plaintiff State of North Carolina seeks all remedies available
for claims under federal law and claims under N.C.G.S. Sec. Sec. 75-1,
75-2, and 75-2.1, including, without limitation, the following:
a. Disgorgement and restitution pursuant to N.C.G.S. Sec. 75-15.1
and the common law of North Carolina;
b. Injunctive and other equitable relief pursuant to N.C.G.S. Sec.
75-14 and the common law of North Carolina;
c. Civil penalties pursuant to N.C.G.S. Sec. 75-15.2, which
provides a penalty of up to $5,000 per violation;
d. Costs and attorneys' fees pursuant to N.C.G.S. Sec. 75-16.1;
and
e. Other remedies as the court may deem appropriate under the facts
and circumstances of the case.
Twenty-Ninth Claim for Relief: Violation of Ohio Law
436. Plaintiff State of Ohio incorporates the allegations of
Paragraphs 1 through 264 above.
437. Defendants Live Nation Entertainment, Inc. and Ticketmaster
L.L.C. contract with and provide live entertainment services and
commodities to Ohio businesses and consumers.
438. Plaintiff brings this action pursuant to Ohio Rev. Code Sec.
109.81 and Ohio Rev. Code Chapter 1331.
439. Plaintiff, having reasonable cause to believe that violations
of Ohio's antitrust laws have occurred, brings this action in his
sovereign capacity to enforce Ohio law and quasi-sovereign capacity for
natural persons residing in the State of Ohio, pursuant to Ohio Rev.
Code Sec. 109.81.
440. Defendants, by and through their officers, directors,
employees, agents, or other representatives, have engaged in a
combination of capital, skill, or acts to create or carry out
restrictions in trade or commerce in violation of Ohio's Valentine Act.
Ohio Rev. Code Sec. 1331.01 and 1331.04.
441. Defendants' collective and individual activities as alleged
herein, including the vertical arrangements, constitute Trusts under
Ohio Rev. Code Sec. 1331.01(C)(1)(a), (b), and (e) and are thus
illegal under Ohio's Valentine Act.
442. Defendants' collective and individual activities as alleged
herein, including the vertical arrangements, are ongoing, and these
violations continue at the present time.
443. Defendants are members of these Trusts, and the purposes or
effects of Defendants' Trusts are to decrease competition, raise
prices, and/or stifle innovation in all of the alleged relevant
markets. Ohio Rev. Code Sec. 1331.09.
444. Defendants' anticompetitive conduct has harmed Ohio fans by
causing them to pay more in fees that are not transparent, not
negotiable, and cannot be comparison-shopped because there are no other
options.
445. Defendants' anticompetitive conduct has harmed Ohio fans by
denying them access to the benefits a competitive process would
deliver, such as more choices in concerts and innovative fan-friendly
ticketing options.
446. Defendants' anticompetitive conduct has harmed Ohio's general
economy.
447. This complaint constitutes due notice of these violations
under Ohio Rev. Code Sec. 1331.03.
448. Plaintiff seeks the following remedies pursuant to Ohio Rev.
Code Sec. 109.81 and Chapter 1331:
a. Civil forfeiture pursuant to Ohio Rev. Code Sec. 1331.03;
b. Relief permanently enjoining Defendants Live Nation
Entertainment, Inc. and Ticketmaster L.L.C. from engaging in any acts
that violate Ohio's Valentine Act;
c. Costs, attorneys' fees, and interest; and
[[Page 41364]]
d. Other remedies the court may deem appropriate according to the
facts and circumstances of the case.
Thirtieth Claim for Relief: Violation of Rhode Island Law
449. The state of Rhode Island incorporates the allegations of
Paragraphs 1 through 264 above.
450. Defendants engaged in the conduct described above while
selling tickets and promoting shows in Rhode Island. This
anticompetitive conduct in Rhode Island harmed fans, venues, promoters,
and artists across the state.
451. As a result of this conduct, and the concomitant reduction in
competition in the relevant markets, Rhode Island businesses and
residents have suffered anticompetitive harms, including increased
prices, increased costs, and reduced quality.
452. This conduct has affected Rhode Island commerce to a
substantial degree.
453. The above conduct constitutes unlawful monopolization within
Rhode Island in violation of the Rhode Island Antitrust Law, R.I. Gen.
L. Sec. 6-36-5.
454. The above conduct constitutes unlawful combination in
restraint of trade within Rhode Island in violation of the Rhode Island
Antitrust Law, R.I. Gen. L. Sec. 6-36-4.
455. The Attorney General of Rhode Island brings this action in the
name of the State of Rhode Island and on behalf of the people of the
State of Rhode Island pursuant to the authority granted by R.I. Gen.
Laws Sec. Sec. 6-36-11 and 12.
456. Rhode Island seeks all remedies available under federal law or
the Rhode Island Antitrust Act including, without limitation, the
following:
a. Civil penalties pursuant to R.I. Gen. L. 6-36-10(c), which
provides that ``any person who violates this chapter may be liable for
a civil penalty of not more than fifty thousand dollars ($50,000) for
each violation;''
b. Damages for Rhode Island residents pursuant to R.I. Gen. L.
Sec. 6-36-12(a);
c. Threefold the damages sustained by Rhode Island residents as
monetary relief for the State pursuant to Sec. 6-36-12(b);
d. Injunctive and other equitable relief pursuant to R.I. Gen. L.
Sec. 6-36-10;
e. Costs and attorney's fees pursuant to Sec. 6-36-11(a) and
12(b); and
f. Other remedies as the court may deem appropriate under the facts
and circumstances of the case.
Thirty-First Claim for Relief: Violation of South Carolina Law
457. Plaintiff State of South Carolina incorporates the allegations
of Paragraphs 1 through 264 above. Each allegation is brought
separately against each Defendant.
458. The Attorney General of South Carolina is bringing this action
in the name of the State pursuant to S.C. Code Sec. 39-5-50.
459. At all times described herein, the Defendants were engaged in
conduct which constitutes ``trade'' and ``commerce'' as defined in S.C.
Code Sec. 39-5-10(b).
460. In addition to the Defendants' national presence described
above, Defendants' collective and individual business operations,
constituting ``trade'' and ``commerce'' in South Carolina, comprise a
significant percentage of all major live events in South Carolina.
461. Through the conduct discussed above and by leveraging large
market share in South Carolina, therefore improperly exercising market
power, Defendants have constrained, restrained, and improperly and
unfairly affected trade and commerce in South Carolina, affecting South
Carolinians and the state's commercial environment.
462. Upon information and belief, Defendants' collective and
individual monopolistic activities have resulted and continue to result
in higher prices in South Carolina than a competitive market would
bear.
463. Similarly, upon information and belief, Defendants' improper
exercise of market power in South Carolina enables them to manipulate
the quality and quantity of live events, diminishing what would
otherwise be available in a competitive market. Defendants' acts or
practices regarding South Carolina consumers as alleged herein are
capable of repetition and affect the public interest.
464. Defendants' acts or practices alleged herein constitute
``unfair methods of competition'' under S.C. Code Sec. 39-5-20. Every
unfair act or practice by each Defendant constitutes a separate and
distinct violation of S.C. Code Sec. 39-5-20.
465. Defendants' acts or practices alleged herein are offensive to
established public policy, immoral, unethical, or oppressive.
466. At all times Defendants knew or should have known their
conduct violated S.C. Code Sec. 39-5-20 and, therefore, the conduct is
willful for purposes of S.C. Code Sec. 39-5-110, justifying civil
penalties.
467. Plaintiff State of South Carolina seeks all remedies available
under the South Carolina Unfair Trade Practices Act (SCUTPA) including,
without limitation, the following:
a. Permanently enjoin Defendants pursuant to S.C. Code Sec. 39-5-
50(a) from engaging in any acts that violate SCUTPA, including, but not
limited to, the unfair methods of competition and unfair or deceptive
acts or practices alleged herein;
b. Civil penalties in the amount of $5,000, pursuant to S.C. Code
Sec. 39-5-110(a), for every willful violation of SCUTPA;
c. Ascertainable loss as determined by the Court under S.C. Code
Sec. 39-5-50(b);
d. Costs and attorneys' fees pursuant to S.C. Code Sec. 39-5-50(a)
and S.C. Code Sec. 1-7-85; and
e. All other legal and equitable relief as the court may deem
appropriate under the facts and circumstances of the case.
Thirty-Second Claim for Relief: Violation of Tennessee Law
468. Plaintiff State of Tennessee incorporates the allegations of
Paragraphs 1 through 264 above.
469. Defendants engaged in the conduct described above while
selling tickets, promoting shows, and operating venues in Tennessee.
This anticompetitive conduct in Tennessee harmed thousands of fans,
venues, promoters, and artists across the state.
470. As a result of this conduct, and the concomitant reduction in
competition in the relevant markets, Tennesseans and Tennessee
businesses have suffered anticompetitive harms, including increased
prices, increased costs, and reduced quality.
471. This conduct has affected Tennessee commerce to a substantial
degree.
472. Accordingly, Defendants' actions violate the Tennessee Trade
Practices Act, Tenn. Code Ann. Sec. Sec. 47-25-101 and 102, as
amended.
473. To remedy this anticompetitive conduct, the Tennessee Attorney
General and Reporter seeks all legal and equitable relief to which it
is entitled under Tenn. Code Ann. Sec. 47-25-106, including treble
damages in its parens patriae capacity, civil penalties, and injunctive
relief.
Thirty-Third Claim for Relief: Violation of Texas Law
474. Plaintiff State of Texas repeats and realleges the allegations
of Paragraphs 1 through 264 above. Each allegation is brought
separately against each Defendant.
475. The aforementioned practices by Defendants Live Nation
Entertainment, Inc. and Ticketmaster L.L.C. were and are in violation
of Texas Business and Commerce Code Sec. 15.01 et seq.
476. Plaintiff State of Texas has reason to believe that Defendants
have engaged in, and will continue to engage in, the anticompetitive
and exclusionary course of conduct set forth herein, has
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caused and will cause adverse effects to consumers and harm to economic
competition in trade and commerce in this State, and will cause damage
to the State of Texas and to persons in the State of Texas. Therefore,
the Antitrust Division of the Office of the Attorney General of the
State of Texas believes and is of the opinion that this matter is in
the public interest.
477. The State of Texas requests a judgment that the Defendants
engaged in conduct in violation of Texas Business and Commerce Code
Sec. 15.01 et seq.
478. The State of Texas requests a civil fine up to the maximum
amount allowed pursuant to Texas Business and Commerce Code Sec.
15.20(a).
479. The State of Texas requests the issuance of a permanent
injunction to enjoin any activity or contemplated activity that
violates or threatens to violate any of the prohibitions in Sec. 15.05
pursuant to the Texas Business and Commerce Code Sec. 15.20(b).
480. The State of Texas requests its costs of this suit, including
attorneys' fees, pursuant to Sec. 15.20(b) of the Texas Business and
Commerce Code and Sec. 402.006 of the Texas Government Code.
Thirty-Fourth Claim for Relief: Violation of Utah Law
481. The state of Utah incorporates the allegations of Paragraphs 1
through 264 above.
482. Defendants engaged in the conduct described above while
selling tickets and promoting shows in Utah. This anticompetitive
conduct in Utah harmed fans, venues, promoters, and artists across the
state.
483. As a result of this conduct, and the concomitant reduction in
competition in the relevant markets, Utah businesses and residents have
suffered anticompetitive harms, including increased prices, increased
costs, and reduced quality.
484. This conduct has affected Utah commerce to a substantial
degree.
485. The above conduct violated the Utah Antitrust Act, Utah Code
Sec. 76-10-3104(1) and (2).
486. The Attorney General of Utah brings this action in the name of
the State of Utah and on behalf of the people of the State of Utah
pursuant to the authority granted by Utah Code Sec. 76-10-3106.
487. Utah seeks all remedies available under federal law or the
Utah Antitrust Act including, without limitation, the following:
a. Damages for Utah residents as parens patriae pursuant to Utah
Code Sec. 76-10-3108(1);
b. Threefold the damages sustained by Utah residents as monetary
relief for the State pursuant to Utah Code Sec. 76-10-3109(1)(b);
c. Civil penalties pursuant to Utah Code Sec. 76-10-3108(2), which
provides that ``Any individual who violates this act is subject to a
civil penalty of not more than $100,000 for each violation. Any person,
other than an individual, who violates this act is subject to a civil
penalty of not more than $500,000 for each violation.''
d. Injunctive and other equitable relief pursuant to Utah Code
Sec. 76-10-3108(1);
e. Costs and attorney's fees pursuant to Utah Code Sec. 76-10-
3109(1)(b); and
f. Other remedies as the court may deem appropriate under the facts
and circumstances of the case.
Thirty-fifth Claim for Relief: Violation of Vermont Law
488. Plaintiff State of Vermont repeats and realleges the
allegations of paragraphs 1 through 232 above.\14\
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\14\ The State of Vermont does not allege claims for relief 2,
3, 4, and 5.
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489. In addition to violating the federal law as set forth in Count
1, Defendants' acts as alleged herein also constitute violations of
Vermont's Consumer Protection Act, 9 Vermont Statutes Annotated
(``V.S.A.'') Sec. 2451 et seq., as follows:
a. Live Nation as described in paragraphs 1 through 232, has
unlawfully established, maintained, and used its monopoly power in
several markets in violation of 9 V.S.A. Sec. 2453. These markets
include the provision of primary ticketing services to major concert
venues, the provision of primary concert ticketing services to major
concert venues, and the provision of primary concert ticketing to fans
at major concert venues.
b. Live Nation committed these violations while selling tickets to
Vermont consumers and promoting events within the State of Vermont.
These violations ultimately harm fans across Vermont by increasing
costs and prices, and reducing choice, innovation, and quality.
490. In addition to its federal law remedies, the State of Vermont
seeks all remedies available under 9 V.S.A. Sec. 2458, including,
without limitation, the following:
a. Civil penalties, injunctive relief, other equitable relief
(including but not limited to disgorgement), fees and costs, and other
relief as this Court deems just and equitable pursuant to 9 V.S.A.
Sec. 2458; and
b. Other remedies as the Court may deem appropriate under the facts
and circumstances of this case.
Thirty-Sixth Claim for Relief: Violation of Virginia Law
491. Plaintiff Commonwealth of Virginia incorporates the
allegations of Paragraphs 1 through 264 above.
492. Defendants' acts described above violate the Virginia
Antitrust Act, Va. Code Sec. 59.1-9.1 et seq., which ``shall be
applied and construed to effectuate its general purposes in harmony
with judicial interpretation of comparable federal statutory
provisions.'' Va. Code Sec. 59.1-9.17. Conduct that violates Sections
1 and 2 of the Sherman Act, 15 U.S.C. 1-2, when falling under the
Commonwealth's jurisdiction, also violates Va. Code Sec. Sec. 59.1-
9.5-9.6.
493. Defendants engaged in the conduct described above while
selling tickets to Virginia residents and citizens and from concerts
operated at Virginia venues, promoting concerts in Virginia, and
operating venues in Virginia. This anticompetitive conduct harmed fans,
venues, promoters, and artists across the Commonwealth and affected
commerce therein.
494. Plaintiff Commonwealth of Virginia is entitled to remedies for
the claims alleged above, including but not limited to civil penalties
and injunctive relief under Va. Code Sec. 59.1-9.11 and other remedies
(including recovery of costs and attorney's fees) under Va. Code Sec.
59.1-9.15. The Commonwealth of Virginia also demands remedies available
to it under federal law, including equitable relief as alleged above.
Thirty-Seventh Claim for Relief: Violation of Washington Law
495. The state of Washington incorporates the allegations of
Paragraphs 1 through 264 above.
496. The acts alleged in the claims for relief also constitute
antitrust violations pursuant to the Washington Consumer Protection Act
under Wash. Rev. Code Sec. 19.86.030 (2024) and Sec. 19.86.040
(2024), which declares unlawful every contract, combination, or
conspiracy in restraint of trade or commerce.
497. Defendants engaged in the conduct described above while
selling tickets, promoting shows, and operating venues in Washington.
The anticompetitive conduct in Washington harmed thousands of
Washington fans as well as venues, promoters, and artists across the
state.
498. The acts alleged in the claims for relief also constitute
antitrust violations pursuant to the Washington Consumer Protection Act
under Wash. Rev. Code Sec. 19.86.040 (2024), which declares it
unlawful for any person to monopolize or attempt to monopolize any part
of trade or commerce.
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499. Upon information and belief, Defendants' collective and
individual monopolistic activities have resulted and continue to result
in higher prices in Washington than a competitive market would bear.
500. Similarly, upon information and belief, Defendants' improper
exercise of market power in Washington enables Defendants to manipulate
the quality and quantity of live events, diminishing what would
otherwise be available in a competitive market.
501. Washington seeks the following remedies available under the
Washington Consumer Protection Act including, without limitation, the
following:
a. That the Court adjudge and decree the conduct alleged in the
complaint to be unlawful and in violation of the Washington Consumer
Protection Act, Wash. Rev. Code Sec. 19.86.030 (2024) and Sec.
19.86.040 (2024);
b. Injunctive and other equitable relief pursuant to Wash. Rev.
Code Sec. 19.86.080 (2024);
c. Disgorgement and restitution pursuant to Wash. Rev. Code Sec.
19.86.080 (2024);
d. Civil penalties pursuant to Wash. Rev. Code Sec. 19.86.140
(2024);
e. Costs and attorney's fees pursuant to Wash. Rev. Code Sec.
19.86.080 (2024); and
f. Other remedies, including pre-judgment interest, as the court
may deem appropriate under the facts and circumstances of the case.
Thirty-Eighth Claim for Relief: Violation of West Virginia Law
502. Plaintiff State of West Virginia incorporates the allegations
of Paragraphs 1 through 264 above.
503. Defendants engaged in the conduct described above while
selling tickets, promoting shows, and operating venues in West
Virginia. The anticompetitive conduct in West Virginia harmed thousands
of West Viriginia fans as well as venues, promoters, and artists across
the state.
504. Defendants' acts described above generally violate the West
Virginia Antitrust Act, W. Va. Code Sec. 47-18-1 et seq., and
specifically the prohibition from establishing, maintaining or using a
monopoly of trade or commerce to exclude competition or control, fix or
maintain prices. W.Va. Code Sec. 47-18-4.
505. Defendants' acts described above further violate the West
Virginia Antitrust Act through their exclusionary, long term contracts.
W.Va. Code Sec. 47-18-3(b)(1) and (3).
506. Defendants' acts described above substantially affected the
State of West Virginia and had and have impacts within the State of
West Virginia.
507. As a result of the Defendants' conduct described above, West
Virginia consumers have suffered anticompetitive harms, including
increased prices, increased costs, and reduced quality of services.
508. Plaintiff State of West Virginia, in its parens patriae
capacity, is entitled to all remedies available at law or in equity
(including damages, injunctive relief, disgorgement, restitution, and
reimbursement), W. Va. Code Sec. Sec. 47-18-8, -9, and -17, as well as
civil penalties under West Virginia Code Sec. 47-18-8.
509. Plaintiff State of West Virginia also is entitled to recover
its costs and attorneys' fees under West Virginia Code Sec. Sec. 47-
18-8, -9, and -17.
Thirty-Ninth Claim for Relief: Violation of Wisconsin Law
510. Plaintiff State of Wisconsin repeats and re-alleges and
incorporates by reference the allegations of Paragraphs 1 through 264
above as if fully set forth herein.
511. Defendants' acts as alleged in the First, Fourth, and Fifth
causes of action stated above violate Wis. Stat. Sec. 133.03(2) in
that they constitute unlawful monopolization of a part of trade or
commerce in Wisconsin.
512. Defendants' acts as alleged in the Second and Third causes of
action stated above violate Wis. Stat. Sec. 133.03(1) in that they
constitute unlawful restraints of trade or commerce in Wisconsin.
513. Defendants engaged in the conduct described above while
selling tickets, promoting shows, and operating venues in Wisconsin.
The anticompetitive conduct in Wisconsin harmed thousands of Wisconsin
fans as well as venues, promoters, and artists across the state.
514. As a result of this conduct, and the concomitant reduction in
competition in the relevant markets, Wisconsin consumers and Wisconsin
businesses have suffered anticompetitive harms, including increased
prices, increased costs, and reduced quality.
515. This conduct has affected Wisconsin commerce to a substantial
degree.
516. In addition to its federal law remedies, Plaintiff State of
Wisconsin, through its Attorney General and under its antitrust
enforcement authority in Wis. Stat. Ch. 133, is entitled to all
remedies available under Wis. Stat. Sec. Sec. 133.03, 133.16, 133.17,
and 133.18, including, without limitation, the following:
a. Civil penalties pursuant to Wis. Stat. Sec. 133.03;
b. Injunctive and other equitable relief pursuant to Wis. Stat.
Sec. 133.16;
c. Costs and attorneys' fees pursuant to Wis. Stat. Sec. 133.16;
and;
d. Other remedies as the Court may deem appropriate under the facts
and circumstances of this case.
X. Request for Relief
517. To remedy these illegal acts, Plaintiffs request that the
Court:
a. Adjudge and decree that Live Nation has acted unlawfully to
maintain its monopoly in the markets for the provision of primary
ticketing services to major concert venues, the provision of primary
concert ticketing services to major concert venues, and the provision
of primary concert ticketing offerings to fans at major concert venues
(even if combined with services that offer resale of concert tickets),
in violation of Section 2 of the Sherman Act, 15 U.S.C. 2 and the state
laws cited in paragraphs 265 through 516 above;
b. Adjudge and decree that Live Nation has acted unlawfully by
entering into long-term exclusive primary ticketing contracts with
major concert venues that unreasonably restrain trade in the United
States in violation of Section 1 of the Sherman Act, 15 U.S.C. 1 and
the state laws cited in paragraphs 265 through 516 above;
c. Adjudge and decree that Live Nation has acted unlawfully by
tying artists' use of Live Nation owned, controlled and exclusively-
booked large amphitheaters to their purchase of promotional services
from Live Nation in violation of Section 1 of the Sherman Act, 15
U.S.C. 1 and the state laws cited in paragraphs 265 through 516 above;
d. Adjudge and decree that Live Nation has acted unlawfully to
maintain its monopoly in the market for the provision of the use of
large amphitheaters and ancillary services to artists on large
amphitheater tours, in violation of Section 2 of the Sherman Act, 15
U.S.C. 2 and the state laws cited in paragraphs 265 through 516 above;
e. Adjudge and decree that Live Nation has acted unlawfully to
maintain its monopoly in the markets for the provision of concert
booking and promotion services to major concert venues and the
provision of promotion services to artists performing in major concert
venues, in violation of Section 2 of the Sherman Act, 15 U.S.C. 2 and
the state laws cited in paragraphs 265 through 516 above;
f. Order the divestiture of, at minimum, Ticketmaster, along with
any additional relief as needed to cure any anticompetitive harm;
[[Page 41367]]
g. Order the termination of Live Nation's ticketing agreement with
Oak View Group;
h. Enjoin Live Nation from continuing to engage in anticompetitive
practices described herein and from engaging in other practices with
the same purpose and effect as the challenged practices;
i. Enter any other preliminary or permanent relief necessary and
appropriate to restore competitive conditions in the markets affected
by Live Nation's unlawful conduct;
j. Award the States of Arizona, Arkansas, Colorado, Connecticut,
Florida, Illinois, Indiana, Iowa, Michigan, Minnesota, Nevada, New
Hampshire, New Jersey, New York, North Carolina, Ohio, Oklahoma,
Oregon, Rhode Island, South Carolina, Tennessee, Utah, Washington, West
Virginia, and Wisconsin, the Commonwealth of Pennsylvania and the
District of Columbia, pursuant to their parens patriae authority on
behalf of natural persons residing in their respective states,
commonwealths and district, treble damages for injury sustained by such
natural persons to their property through the purchase of tickets for
live events from Live Nation and Ticketmaster, and the cost of suit,
including reasonable attorneys' fees, pursuant to Section 4c of the
Clayton Act, 15 U.S.C. 15c;
k. Award the States of Arizona, Arkansas, California, Colorado,
Connecticut, Florida, Illinois, Indiana, Iowa, Kansas, Louisiana,
Maryland, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New
Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio,
Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont,
Washington, West Virginia, and Wisconsin, the Commonwealth of Virginia,
and the District of Columbia civil penalties or civil forfeiture, under
their respective state laws, for the violations cited herein;
l. Award any additional relief in law or equity the Court finds
just and proper; and
m. Award each Plaintiff, as applicable, an amount equal to its
costs, including reasonable attorneys' fees, incurred in bringing this
action.
XI. Demand for a Jury Trial
518. Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiffs
demand a trial by jury of all issues properly triable to a jury in this
case.
BILLING CODE 4410-11-P
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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
UNITED STATES OF AMERICA, et al., Plaintiffs, v. LIVE NATION
ENTERTAINMENT, INC. and TICKETMASTER L.L.C., Defendants.
Case No. 1:24-cv-3973-AS
PROPOSED FINAL JUDGMENT
Whereas, Plaintiff, United States of America, along with the
Attorneys General of Arkansas, Iowa, Mississippi, Nebraska, Oklahoma,
and South Dakota (collectively, the ``Settling States''), filed their
Amended Complaint on August 30, 2024 (``Amended Complaint'');
And whereas, the United States, the Settling States, and
Defendants, Live Nation Entertainment, Inc. and Ticketmaster L.L.C.,
consent to entry of this Final Judgment;
And whereas, Defendants agree to undertake the obligations and obey
the prohibitions described in this Final Judgment to remedy the loss of
competition alleged in the Amended Complaint;
And whereas, Defendants represent that the relief required by this
Final Judgment can and will be made and that Defendants will not later
raise a claim of hardship or difficulty as grounds for asking the Court
to modify any provision of this Final Judgment;
Now Therefore, it is ordered, adjudged, and decreed:
I. Jurisdiction
The Court has jurisdiction over the subject matter of, and each of
the parties to, this action. The Amended Complaint states a claim upon
which relief may be granted against Defendants under Sections 1 and 2
of the Sherman Act (15 U.S.C. 1-2) and the state laws identified in the
Amended Complaint that correspond to claims brought by the Settling
States.
II. Definitions
As used in this Final Judgment:
A. ``Live Nation'' means Defendant Live Nation Entertainment Inc.,
a Delaware corporation with its headquarters in Beverly Hills,
California, its successors and assigns, and its subsidiaries,
divisions, groups, affiliates, partnerships, and joint ventures, in
each instance if controlled by Live Nation Entertainment, Inc., and
their directors, officers, managers, agents, and employees, except for
those entities listed on Schedule A attached hereto, so long as
Defendants lack operational and management control over those entities
and do not exercise their influence over, or otherwise use, those
entities to engage in conduct prohibited by this Final Judgment.
B. ``Ticketmaster'' means Defendant Ticketmaster L.L.C., a Virginia
limited liability company with its headquarters in Beverly Hills, CA,
its successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, in each instance if
controlled by Ticketmaster L.L.C., and their directors, officers,
managers, agents, and employees.
C. ``Amphitheater'' means an outdoor Venue that typically has a
lawn with general admission seating, and is (1) a Major Concert Venue
that is identified as an ``amphitheater'' on Schedule B attached hereto
(but solely for so long as such Venue remains a ``Major Concert Venue''
as defined herein), or (2) a Venue not listed on Schedule B but that is
or becomes a Major Concert Venue as defined in Section II.N.
D. ``API'' means an application programming interface.
E. ``Artist'' means any creator or performer of live entertainment
content, including concert, comedy, theatrical, or family entertainment
content.
F. ``Client Ticketing Data'' means the following data relating to a
ticketing client's events: on-sale dates for a client's events, the
number of tickets sold, location or type of tickets sold, ticket prices
(including all fees charged and the amount of such fees), sales
proceeds, marketing and promotions results, ticket purchaser/ticket
holder information, and inventory status of any particular ticket.
``Client Ticketing Data'' does not include data that: (1) is collected
through other means (e.g., website visitor tracking, user group
surveys, public sources); or (2) is made public by someone other than
Defendants and Defendants' agents.
G. ``Condition'' or ``Conditioning'' means to explicitly or
practically require buyers to purchase or use one product or service if
they want to purchase or use a second product or service. In addition
to explicit Conditioning, Conditioning can also occur if, due to the
seller's pricing, policies, or other conduct, it is unreasonably
difficult, costly, or economically infeasible to purchase the desired
product or service alone.
H. ``Content Steering'' means, with respect to concert promotion or
booking, any decision, conduct, or action that requires, encourages,
prohibits, or discourages an Artist to perform at a particular Venue
based on the identity of a Primary Ticketing Services provider of such
Venue or the revenue that Defendants receive by virtue of being a
Primary Ticketing Services provider of such Venue. For clarity,
``Content Steering'' does not include (1) truthful and non-misleading
discussions with an Artist about the capabilities of the Primary
Ticketing Services provider(s) of such Venue and how that might affect
the Artist's interests, or (2) decisions made in the ordinary course of
business based on commercial considerations other than the identity of
the Primary Ticketing Services provider(s) or the revenue Defendants
receive by virtue of being the Primary Ticketing Services provider,
including scheduling, demand, production requirements, or other non-
prohibited economic factors.
I. ``Eligible Primary Ticketing Services Provider'' means a Person
that either (1) is engaged in the sale of primary tickets for Live
Entertainment Events at Venues in the United States through a Primary
Marketplace as an established ongoing business (independent of any
primary tickets received as part of Ticketmaster's non-exclusivity
under this Final Judgment), or (2) has demonstrated or can demonstrate
the ability to fully provide Primary Ticketing Services for Major
Concert Venues in the United States by offering both a Primary
Marketplace and a Primary Ticketing Back-End. Any Person that qualifies
under Clause (1) of this definition and also operates a secondary
ticket sales business can remain qualified under Clause (1) only if it
(a) maintains and reasonably enforces a policy prohibiting speculative
ticket sales (including but not limited to the listing, offering for
sale, or sale of tickets that the seller does not own, control, or have
been contractually allocated at the time of listing, and including a
firmly enforced prohibition on the sale of any tickets prior to a
material pre-sale or on-sale); (b) follows bona fide artist, team, or
other content owner requests to limit resale to face value (or other
pricing restrictions), geofence sales, or otherwise adhere to content
owner requests for secondary ticket sales on designated events; (c)
requires ticket sellers to disclose their identities to the marketplace
operator; and (d) prohibits ticket listings without specific section,
row and seat quantity, or other indicia that the tickets are genuine.
Any disputes as to whether a Primary Ticketing Services provider
qualifies as an Eligible Primary Ticketing Services Provider will be
resolved by the process set forth in Section IV.E.
J. ``Exempted Employee'' means any employee of Defendants who is
not a Firewall Employee, including: (1) any senior corporate officer,
director, or manager with responsibilities that include oversight of
Defendants' provision of Primary Ticketing Services; and (2) any
employee whose primary
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responsibilities solely include accounting, human resources, legal,
information systems, and/or finance.
K. ``Firewall Employee'' means any employee of Defendants whose
principal job responsibility involves the operation or day-to-day
management of Defendants' Venues, concert promotions, or Artist
management services.
L. ``Including'' means including, but not limited to.
M. ``Live Entertainment Event'' means an event (other than a multi-
day multi-Artist festival or similar event) where an Artist performs in
a Venue and for which tickets are sold to the public. References herein
to the ``provision of'' or ``providing'' Live Entertainment Events
means to supply one or more Live Entertainment Events and/or the
services reasonably necessary to plan, promote, market, and settle one
or more Live Entertainment Events, such as concert promotion services,
but specifically excludes the provision of Primary Ticketing Services,
Venue management services, and/or tour stage/set design and
construction services.
N. ``Major Concert Venue'' means (1) each of the Venues set forth
on Schedule B attached hereto, and (2) any other Amphitheater or arena
located in the United States that has a Live Entertainment Event
sellable capacity of 8,000 or more and (a) hosted ten or more Live
Entertainment Events in any calendar year from 2024 through the term of
this Final Judgment or (b) is new and forecasts hosting ten or more
Live Entertainment Events in an upcoming calendar year. Any Venue added
to this definition pursuant to subclause (2) of this Section will be
deemed a ``Major Concert Venue'' solely on a prospective basis in
connection with new contracts entered into after the end of the
immediately preceding calendar year. Notwithstanding the foregoing or
anything to the contrary in this Final Judgment, if a particular Venue
undergoes a structural or systemic operational change that reduces its
Live Entertainment Event sellable capacity to fewer than 8,000 people
or no longer regularly operates as an Amphitheater or arena that hosts
Live Entertainment Events on a consistent basis, then such Venue will
not be considered a ``Major Concert Venue'' for purposes of the next
calendar year.
O. ``Management'' means all directors and officers of Defendants,
or any other employee with management or supervisory responsibilities
for Defendants' business or operations related to negotiating the
provision of Primary Ticketing Services or the provision of Live
Entertainment Events.
P. ``Nondiscriminatory Calendar Procedures'' means the procedures
that govern requesting, holding, and challenging dates for Live
Entertainment Events on the Venue's booking calendar that apply
generally to Promoters on a nondiscriminatory basis (i.e., without
regard to whether any given Promoter is owned or operated by, or
otherwise affiliated with, Defendants) and include, at minimum, the
following principles: (1) equal application to all Promoters, including
Live Nation and third-party Promoters; (2) assignment of hold positions
based on the order in which complete booking requests are received; (3)
a challenge process by which any date holder may require priority-
position holders to either confirm their booking with a binding
commitment or release the date; and (4) standardized confirmation
requirements, including execution of a license agreement, receipt of
the required deposit, and written confirmation.
Q. ``Oak View Group'' means Oak View Group LLC, a Delaware limited
liability company with its headquarters in Denver, Colorado, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents, and employees.
R. ``Person'' or ``Persons'' means any natural person, corporate
entity, partnership, association, joint venture, or trust, including
corporations and associations existing under or authorized by the laws
of the United States, the laws of any State, or the laws of any foreign
country.
S. ``Preferred Booking Agreement'' means an agreement or
understanding between a Venue and Live Nation that grants Live Nation
any Preferred Booking Rights. ``Preferred Booking Agreement'' does not
include: (1) agreements or understandings between a Venue and Live
Nation that engage Live Nation to book such Venue and to administer,
but not control, such Venue's booking calendar so long as the agreement
does not include any Preferred Booking Rights; (2) operating leases,
subleases, or similar agreements between a Venue and Live Nation that
grant Live Nation the right to operate the Venue; or (3) agreements
between Live Nation and a third-party Promoter pursuant to which the
third-party Promoter sublicenses or otherwise grants to Live Nation the
right to book and/or promote only a portion of the Live Entertainment
Events at the Venue, so long as Live Nation promotes less than 50% of
the total number of Live Entertainment Events that are held at the
applicable Venue in a calendar year.
T. ``Preferred Booking Rights'' means rights that grant: (1)
preferred access to certain dates for booking and/or promotion of Live
Entertainment Events at the Venue not otherwise generally available to
Promoters, other than in accordance with Nondiscriminatory Calendar
Procedures; (2) the exclusive right to book and/or promote all, or a
specified number of, Live Entertainment Events at the Venue; (3) co-
promotion rights that require third party Promoters to co-promote Live
Entertainment Events at the Venue with Live Nation; (4) booking rights
of first refusal for dates at the Venue; (5) most-favored nation
booking or promotion rights at the Venue; and (6) rebates to Live
Nation for shows promoted by third parties. For clarity, ``Preferred
Booking Rights'' do not include incentives by a Venue to encourage the
achievement of financial thresholds or show volume from a Promoter or
to re-coup prepayments or other guaranteed financial commitments made
by the Promoter to the Venue.
U. ``Primary Marketplace'' means a technology or distribution
platform for making the initial distribution of tickets. For clarity,
``Primary Marketplace'' does not include technology or distribution
platforms that lack the ability to fulfill the responsibilities of a
merchant of record, as described in Section IV.A.
V. ``Primary Ticketing Back-End'' means the collection of software,
technology, and/or platform services provided to, and used by or on
behalf of, Major Concert Venues for the following functions related to
the ticketing of Live Entertainment Events: (1) event and inventory
configuration; (2) manifest, seat map, inventory, holds, and exclusive
allocation controls; (3) barcode/token generation; (4) secure rendering
support; (5) ticket-validity and entry-control validation; (6) entry
scan validation; (7) maintenance of operational/audit logs necessary to
support allocation, token issuance, and scanning; and (8) providing
data feeds, APIs, and reporting related to event details, inventory
status, entry scans, and other relevant and applicable data points.
W. Primary Ticketing Services means the provision of a Primary
Ticketing Back-End, or a Primary Marketplace, or both.
X. ``Promoter'' means a Person (other than an Artist and its
managers and/or agents) that generally bears the potential financial
risk and gain of presenting Live Entertainment Events and assists with
the planning and production of Live Entertainment Events, such as by
working with Artists (and the Artist's managers and/or agents) to
construct a
[[Page 41390]]
tour, negotiate with and select Venue(s) at which to perform, determine
ticket prices and distribution strategy, advertise or publicize the
show or tour to the public, and/or organize staffing or logistics for
the Artist's team.
Y. ``Relevant Employees'' means Defendants' employees with
responsibility for Primary Ticketing Services or Live Entertainment
Events.
Z. ``Retaliate'' or ``Retaliating'' means refusing to provide Live
Entertainment Events to a Venue, or providing Live Entertainment Events
to a Venue on less favorable terms, because the Venue has contracted or
is contemplating contracting with a company other than Defendants for
Primary Ticketing Services. ``Retaliate'' does not mean: (1) truthful
and non-misleading discussions with an Artist about the capabilities of
the Primary Ticketing Services provider(s) of such Venue and how that
might affect the Artist's interests, (2) actions taken at the
independent direction of an Artist or an Artist's managers or agents,
or (3) other decisions made in the ordinary course of business based on
commercial considerations other than the identity of the Primary
Ticketing Services provider(s) or the revenue Defendants receive by
virtue of being the Primary Ticketing Services provider, including
scheduling, demand, production requirements, or other non-prohibited
economic factors.
AA. ``Ticket Service Fees'' means all service charges retained (in
whole or part) by the Primary Ticketing Services provider, shipping and
handling fees, and order processing fees. ``Ticket Service Fees'' do
not include Venue or facility fees, credit card fees and other payment
processing fees, and fees charged in connection with any optional add-
ons (e.g., insurance, payment installment plan fees, merchandise, and
any other service or product not required for the purchase of a primary
ticket).
BB. ``Ticketmaster Back-End'' means the full suite of Ticketmaster
software, technology, and/or platform services used by or on behalf of
Venues for functions related to the ticketing of Live Entertainment
Events such as: (1) event and inventory configuration; (2) manifest,
seat map, inventory, holds, and exclusive allocation controls; (3)
third-party Primary Ticketing Services provider authorization and
credentialing; (4) APIs, feeds, queues, or other mechanisms for third-
party Primary Ticketing Services providers to retrieve allocated
inventory; (5) validation of third-party ticketing service provider
sale requests; (6) barcode/token generation; (7) secure rendering
support; (8) ticket-validity and entry-control validation; (9) entry
scan validation; (10) maintenance of operational/audit logs necessary
to support allocation, token issuance, and scanning; and (11) providing
data feeds, APIs, and reporting related to event details, inventory
status, entry scans, and other relevant and applicable data points. For
clarity, Ticketmaster Marketplace is distinct from and not included in
Ticketmaster Back-End, and together, Ticketmaster Marketplace and
Ticketmaster Back-End make up Ticketmaster's Primary Ticketing Services
business.
CC. ``Ticketmaster Marketplace'' means all products, services,
features, and capabilities of Ticketmaster that are not part of
Ticketmaster Back-End, including Ticketmaster's technology and
distribution platform used to market and sell primary tickets to Live
Entertainment Events to consumers.
DD. ``Venue'' means any building or physical space located in the
United States that hosts Live Entertainment Events and any owner,
operator, or manager of that building or physical space.
III. Applicability
This Final Judgment applies to Live Nation and Ticketmaster, as
defined above, and all other Persons in active concert or participation
with any Defendant who receive actual notice of this Final Judgment.
IV. Ticketing
A. Ticketmaster must develop and provide an open distribution and
ticket authentication system that enables any Major Concert Venue using
Ticketmaster Back-End to distribute primary tickets using any Eligible
Primary Ticketing Services Provider(s) chosen by such Major Concert
Venue. Such open distribution and ticket authentication system must
have Ticketmaster remain responsible for the various functions that
constitute the Ticketmaster Back-End. Such system must permit Eligible
Primary Ticketing Services Providers to be sufficiently integrated into
the Ticketmaster Back-End so that, once a Major Concert Venue has
allocated tickets to an Eligible Primary Ticketing Services Provider,
such Eligible Primary Ticketing Services Provider is able to utilize
its own technologies to assume the customary responsibilities of a
merchant of record, both before and after a Major Concert Venue has
allocated tickets to it. The customary responsibilities of a merchant
of record to be assumed by such Eligible Primary Ticketing Services
Provider include the following:
1. storing and supporting discovery for event listings and
providing details thereof;
2. ingesting event and allocated inventory data;
3. configuring the event and allocated seats in such Eligible
Primary Ticketing Services Provider's own systems and/or ingesting such
information from another Primary Ticketing Services provider for the
Venue;
4. listing allocated tickets in Primary Marketplace(s), managing
checkout flows and payment processing, maintaining related order
records and customer accounts or sessions, and processing refunds,
cancellations, exchanges, chargebacks, and taxes;
5. sales reporting and settlement;
6. requesting, receiving, and rendering barcodes/tokens issued by
Ticketmaster Back-End;
7. supporting refunds, cancellations, exchanges, transfer/resale
features, and fan support; and
8. collecting and (as appropriate) remitting ticket sales proceeds
to the Promoter and/or Venue concerned.
B. The open distribution and ticket authentication system required
by Section IV.A must:
1. facilitate the automated transfer of tickets/ticket barcodes for
all primary tickets sold using third-party Primary Marketplaces and may
not, in connection with any transfer and/or re-sale of tickets
purchased through third-party Primary Marketplaces, require ticket
purchasers to pay any additional fees or otherwise take materially
burdensome or unnecessary additional actions, such as use of a
Ticketmaster website, app, or account (provided that Ticketmaster may
require Eligible Primary Ticketing Services Providers to pay fees in
connection with such transfer and/or re-sale intended to cover the
costs of Ticketmaster Back-End, as verified by the monitor);
2. be fully operational, implemented, and made available as a
standalone product to Major Concert Venues within 275 days of entry of
this Final Judgment (the ``Ticketing Transition Deadline''); and
3. be maintained by Ticketmaster such that it addresses any
reasonable deficiencies identified by Defendants, Major Concert Venues,
third-party Primary Marketplaces, the monitor, or the United States as
necessary to accomplish the purposes of this Final Judgment.
C. Ticketmaster must timely publish and update any documentation or
other information necessary for Major Concert Venues or Eligible
Primary Ticketing Services Providers to utilize the system described in
Section IV.A.
[[Page 41391]]
D. Ticketmaster must not use any contractual, pricing,
technological, or other means to restrict Major Concert Venues' choice
of Eligible Primary Ticketing Services Providers. Ticketmaster must
allow Major Concert Venues to choose to use (1) solely Ticketmaster
Back-End (and not any other product or service offered by Defendants,
including Ticketmaster Marketplace) or (2) multiple Primary Ticketing
Back-End systems.
E. Ticketmaster is not required to integrate with any third-party
marketplace that is not an Eligible Primary Ticketing Services
Provider. Should Ticketmaster believe that a Major Concert Venue has
asked it to integrate with a third-party marketplace that is not an
Eligible Primary Ticketing Services Provider, it must immediately
inform the monitor, who will promptly determine whether the third-party
marketplace is an Eligible Primary Ticketing Services Provider. The
monitor's determination as to whether the third-party marketplace is or
is not an Eligible Primary Ticketing Services Provider will be
conclusive, subject to an application by the United States to the Court
for a determination that the third-party marketplace is an Eligible
Primary Ticketing Services Provider.
F. Ticketmaster must not use any Client Ticketing Data collected
via Ticketmaster Back-End from the transfer of tickets on third-party
Primary Marketplaces for any purpose, other than in connection with the
performance of services by Ticketmaster Back-End.
G. For all Primary Ticketing Services contracts between
Ticketmaster and a Major Concert Venue in effect as of the date of the
entry of this Final Judgment, any and all contract terms that renew the
contract or extend its term automatically are hereby waived and
unenforceable. Ticketmaster must provide written notice of this
provision to every Major Concert Venue to which it applies, in a form
to be approved by the United States in its sole discretion, within 30
calendar days of entry of this Final Judgment. The United States may,
in its sole discretion, grant Defendants additional time.
H. No later than the Ticketing Transition Deadline, Ticketmaster
must waive any exclusive Primary Marketplace ticketing requirements of
any contract then in effect between a Major Concert Venue and
Ticketmaster to allow the Major Concert Venue to use the Primary
Marketplace of any other Eligible Primary Ticketing Services Provider
for one Live Entertainment Event per year during each year remaining in
its contract with Ticketmaster. The Major Concert Venue has the sole
discretion to choose the events. Ticketmaster may not seek payment from
any Major Concert Venue in connection with the Major Concert Venue's
exercise of this provision. Ticketmaster must provide notice of this
provision to every Major Concert Venue to which it is applicable in a
form to be approved by the United States in its sole discretion.
I. For any contract between Ticketmaster and any Major Concert
Venue that, as of the entry of this Final Judgment, has at least four
years remaining on its term (excluding any renewal or automatic
extension terms that are waived in accordance with Section IV.G),
Ticketmaster must, no later than the Ticketing Transition Deadline and
on each one-year anniversary of the entry of the Final Judgment (until
such point that fewer than four years remain on any such contract),
provide that Venue the option to sell or distribute up to 20% of fee-
bearing primary ticket inventory for Live Entertainment Events
otherwise sellable by Ticketmaster through Eligible Primary Ticketing
Services Providers for the remainder of the contract term,
notwithstanding any exclusivity commitments made to Ticketmaster,
provided that:
1. Ticketmaster may require the Venue to agree to a pro rata
adjustment to any economic arrangements under such contract or related
contract that were associated with exclusivity of Primary Ticketing
Services. In the event of irreconcilable disagreements between
Ticketmaster and a Venue as to whether particular economic arrangements
were associated with exclusivity of Primary Ticketing Services, such
dispute will be submitted to the monitor for resolution, and the
monitor's resolution will be binding on Defendants. For the avoidance
of doubt, such adjustments may be implemented through reductions or
offsets to ongoing or future payments or consideration under the
contract.
2. Any 20% allocation under this provision must be: (a) 20% of each
section or tier, as determined by the Major Concert Venue equitably and
in good faith; (b) 20% of Live Entertainment Events each year, with the
events selected by the Major Concert Venue equitably and in good faith;
or (c) a combination of (a) and (b) totaling up to 20% of fee-bearing
primary ticket inventory for Live Entertainment Events otherwise
sellable by Ticketmaster at the applicable Major Concert Venue in that
year.
3. Ticketmaster must provide notice of this provision to every
Major Concert Venue to which it applies in a form to be approved by the
United States in its sole discretion.
J. Upon entry of this Final Judgment, for any Live Entertainment
Event at any Amphitheater that Live Nation owns, operates, or controls:
(1) the Venue must allow any Promoter or Artist contracting after such
date to present a Live Entertainment Event in such Venue to sell and
distribute up to 50% of the fee-bearing primary ticket inventory for
each section or tier in the Venue through the Primary Marketplace of
any Eligible Primary Ticketing Services Provider that the Promoter or
Artist chooses, without Ticketmaster charging any Ticket Service Fees
on such tickets when sold through third-party Eligible Primary
Ticketing Services Providers; and (2) on tickets it sells, Ticketmaster
must not charge Ticket Service Fees that exceed 15% of the ticket face
value. Ticketmaster may require third-party ticketing services
providers to pay fees in connection with the distribution of tickets
under this Section intended to cover the costs of Ticketmaster Back-
End, as verified by the monitor.
K. Upon entry of this Final Judgment, Ticketmaster must not
negotiate nor enter into any Primary Ticketing Services contracts with
a Major Concert Venue inconsistent with the following requirements:
1. If Ticketmaster negotiates a Primary Ticketing Services contract
with a Major Concert Venue, Ticketmaster must offer such Major Concert
Venue the option to choose a fully or partially non-exclusive contract
under which all or a portion of the primary tickets (at the Major
Concert Venue's election) are not exclusive to Ticketmaster. Such non-
exclusive contracts may not use pricing schemes, pricing tiers, or
other provisions that have the practical effect of Primary Ticketing
Services exclusivity.
2. If Ticketmaster seeks to offer a fully exclusive contract, such
contract may not have a term longer than four years. Any partial-
exclusive contract with at least 20% of tickets not exclusive to
Ticketmaster is not subject to the four-year maximum term applicable to
fully exclusive agreements if (a) the Major Concert Venue, in writing,
requests a longer term and/or (b) a competitor submits an offer for a
longer term.
3. Ticketmaster will provide notice and a copy of this Final
Judgment, in a form to be proposed by Defendants and approved by the
United States in its sole discretion, to every Major Concert Venue with
whom Ticketmaster discusses or negotiates the provision of any Primary
Ticketing Services at the beginning of any such negotiation. The notice
will include an explanation of
[[Page 41392]]
the requirements of Section IV of this Final Judgment, a statement
encouraging the Major Concert Venue to contact the Department of
Justice and the monitor if they are or become aware of any potential
violations of this Final Judgment, and a statement waiving any
contractual limitation on what the Major Concert Venue may disclose to
the monitor or a government agency as well as any obligation to provide
notice to Defendants about any such contacts.
L. Primary Ticketing Services contracts entered into during the
term of this Final Judgment between Ticketmaster and a Major Concert
Venue (including any renewals or extensions of existing contracts) must
not: (a) contain any auto-renewal provisions; or (b) condition any
terms on a Venue forgoing a Request for Proposals (``RFP'') process or
other competitive bidding process for Primary Ticketing Services.
V. Venue and Promotions
A. Within 30 days of entry of this Final Judgment, unless the
United States, in its sole discretion, grants Defendants additional
time, Defendants must provide notice to the Venues listed in Table 1
(the ``Divestiture Venues''), in a form approved by the United States
in its sole discretion, that Defendants are required to, at the
Divestiture Venues' election, do one of the following with respect to
any and all contracts that relate to the provision of booking or
promotion services and/or control or ownership interests at the
Divestiture Venues: (1) terminate such contracts or (2) modify such
existing contracts to bring them into compliance with all aspects of
Section V.B.1 below on terms agreeable to Defendants and the
Divestiture Venue. For avoidance of doubt, nothing herein prevents
Defendants from terminating such contracts based on any doctrines
excusing or discharging contractual obligations available at law or in
equity.
Table 1--Divestiture Venues
------------------------------------------------------------------------
------------------------------------------------------------------------
Wharf Amphitheater.................. Orange Beach......... AL
Walmart AMP......................... Rogers............... AR
Ford Idaho Center................... Nampa................ ID
Maine Savings Amphitheater.......... Bangor............... ME
Pine Knob Music Theatre............. Clarkston............ MI
Brandon Amphitheater................ Brandon.............. MS
Bethel Woods Center for the Arts.... Bethel............... NY
Empower FCU Amphitheater at Lakeview Syracuse............. NY
Riverbend Music Center.............. Cincinnati........... OH
Germania Insurance Amphitheater..... Austin............... TX
Cynthia Woods Mitchell Pavilion..... Woodlands............ TX
BMO Pavilion........................ Milwaukee............ WI
American Family Insurance Milwaukee............ WI
Amphitheater.
------------------------------------------------------------------------
B. Following termination or modification of all applicable rights
under any and all contracts pursuant to Section V.A:
1. Defendants must not enter into any Preferred Booking Agreement
with the Divestiture Venues, or otherwise acquire or exercise any form
of ownership or control over the Divestiture Venues in any way
(including control, but excluding administration without control, of
the Divestiture Venues' booking calendar). For the avoidance of doubt,
Defendants may not engage in Content Steering with respect to the
Divestiture Venues.
2. The owner or operator of any Divestiture Venue will be free to
conduct a new ticketing RFP. Any Primary Ticketing Services contract
offered by Defendants must conform to the requirements set forth in
Section IV.K.
C. Within 30 days of entry of this Final Judgment, at any
Amphitheater owned, operated, or controlled by Defendants: (1)
Defendants must abide by the Nondiscriminatory Calendar Procedures; (2)
Defendants must not refuse an Artist access to such Amphitheater
because the Artist has engaged a Promoter other than Defendants; and
(3) Defendants must offer rental terms to Artists using a third-party
Promoter for such Amphitheater that are, when taken as a whole and
accounting for Venue-driven economic considerations (such as day of
week, time of year, number of shows, popularity of the Artist, expected
onsite revenue from concessions and VIP hospitality, historical
performance of the Artist in similar Venues, etc.), at least as
favorable as those offered to Artists that use Defendants as their
Promoter for such Amphitheater to the extent Defendants control setting
such terms at the Amphitheater.
D. Upon entry of this Final Judgment, Defendants must not enter
into any Preferred Booking Agreement with a Major Concert Venue.
E. Within 30 days of entry of this Final Judgment, unless the
United States, in its sole discretion, grants Defendants additional
time, Defendants must provide notice, approved by the United States in
its sole discretion, to all Major Concert Venues for which Defendants
have a Preferred Booking Agreement that Defendants are required to, at
the Venue's election, (1) terminate such Preferred Booking Agreement or
(2) modify such Preferred Booking Agreement in a manner that renders
the agreement no longer a Preferred Booking Agreement on terms
agreeable to Defendants and the Venue.
F. Defendants' Nondiscriminatory Calendar Procedures must be
implemented by Live Nation in good faith and set forth in Live Nation's
official, published, generally applicable booking calendar management
policies, and may be updated by Live Nation provided such updates are
consistent with the foregoing principles and other requirements of this
Final Judgment and provided to the monitor.
VI. Anti-Conditioning, Anti-Retaliation, Anti-Content Steering, and
other Provisions Designed To Promote Competition
A. Defendants must not:
1. Retaliate, in any way, against a Venue because it is known to
Defendants that the Venue has contracted or is contemplating
contracting with a company other than Defendants for Primary Ticketing
Services;
2. Condition or threaten to Condition (including via
intermediaries) the provision of Live Entertainment Events to a Venue
based on that Venue refraining from contracting with a company other
than Defendants for Primary Ticketing Services;
[[Page 41393]]
3. Condition or threaten to Condition the provision of Primary
Ticketing Services to a Venue based on that Venue refraining from
contracting with a company other than Defendants for the provision of
Live Entertainment Events; or
4. Engage in Content Steering with respect to Venues.
B. For the avoidance of doubt, the prohibitions set forth in
Section VI.A apply to the provision of one or more Live Entertainment
Events at Venues. Defendants have waived any argument that the
prohibitions set forth in Section VI.A only apply to all Live
Entertainment Events at Venues. For clarity, Plaintiffs need not
identify particular Live Entertainment Events that have been withheld
in order to prevail on a claim of Retaliation.
C. Prior to opening or obtaining control over any Amphitheater,
Defendants must report that fact to the monitor and state whether
Defendants believe the Amphitheater is a Major Concert Venue.
D. Defendants must not (1) engage in any conduct materially the
same as conduct prohibited by another Section of this Final Judgment or
designed to evade any obligation imposed by this Final Judgment; or (2)
engage in any conduct that evades or frustrates the purposes of this
Final Judgment.
VII. Firewalls
A. Defendants must implement and maintain effective procedures to
prevent any Client Ticketing Data from being shared with, disclosed to,
or accessible by any Firewall Employee, except as expressly permitted
by this Section VII.
B. Defendants may disclose to a Firewall Employee only the Client
Ticketing Data that concerns a specific event for which the Firewall
Employee is involved in promotion or management of the Artist who will
perform or did perform at the event, and only if Defendants do so on
the same terms as generally provided to other Promoters or Artist
managers not affiliated with Defendants. Defendants may disclose to an
Exempted Employee only the Client Ticketing Data required for the
Exempted Employee to perform his or her job function(s), provided,
however, that such Exempted Employee may not use Client Ticketing Data
to perform any job function(s) that primarily involve(s) the day-to-day
operation or management of Defendants' businesses related to Venues,
concert promotions, or Artist management services. Defendants may
disclose Client Ticketing Data to any Defendant employee where so
required by law, government regulation, legal process, or court order,
so long as such disclosure is limited to fulfillment of that purpose.
C. Defendants must, within 30 calendar days of the entry of the
Stipulation and Order, submit to the United States a compliance plan
setting forth in detail the procedures Defendants propose to implement
to effect compliance with this Section VII. The United States will
inform Defendants within 15 business days of receipt whether, in its
sole discretion, the United States approves or rejects Defendants'
compliance plan. Within 15 business days of receiving a notice of
rejection, Defendants must submit a revised compliance plan. The United
States may request that the Court determine whether Defendants'
proposed compliance plan fulfills the requirements of this Section VII.
D. At minimum, an effective compliance plan must include, for all
Firewall Employees: (1) initial written notice followed by quarterly
written reminders; (2) training within 30 days of the date the
compliance plan is approved, followed by training on a yearly basis;
and (3) provision of written acknowledgment of the obligations of this
Section VII within 30 days of the date the compliance plan is approved,
followed by acknowledgment on a yearly basis. The form of all written
notifications must be approved by the United States in its sole
discretion.
E. Defendants must maintain complete records of all written
notices, training, employee acknowledgments, and all other efforts made
to comply with this Section VII until one year after the expiration of
this decree or any enforcement efforts or litigation brought by the
United States or any Settling States that implicates this firewall,
whichever is later.
VIII. Termination of Agreement with Oak View Group
A. Within 30 calendar days after the Court's entry of the
Stipulation and Order, Defendants must terminate the Ticketing Services
Incentive Agreement with Oak View Group dated July 1, 2022 (``Oak View
Agreement'').
B. Within 60 calendar days of entry of this Final Judgment, for any
Venue managed by Oak View Group that entered into a contract with
Defendants on or after July 1, 2022 (excluding, for clarity, Venues
that are owned in whole or part by Oak View Group), Defendants must:
(1) disclose the existence and nature of the Oak View Agreement and all
payments made to Oak View Group associated with the Oak View Agreement,
including the $20 million payment of July 2022; and (2) at the option
of the Venue, allow the Venue to conduct a new RFP process for any
contract between the Venue and Defendants, including for Primary
Ticketing Services, without penalty. Defendants must provide notice to
Venues of the disclosure required by VIII.B.1 and the option to conduct
a new RFP process under VIII.B.2 in a form approved by the United
States in its sole discretion.
C. To the extent Defendants are required under Section VIII.A to
terminate rights to upfront payments or other financial considerations,
nothing herein prevents Defendants from asserting any contract law or
other claims or remedies to seek a pro rata adjustment to any ongoing
or future payments or consideration to reflect the reduced scope of
such rights or obligations.
D. Defendants must not enter into any agreement with a Major
Concert Venue's agent (including a third-party facility manager or
other agent with authority, influence, or involvement regarding
decisions to enter into Primary Ticketing Services contracts) that
compensates or rewards the agent for converting any of the Major
Concert Venue's existing Primary Ticketing Services contracts into a
new Primary Ticketing Services contract with Ticketmaster.
IX. Artist Transparency
A. Upon entry of this Final Judgment, at an Artist's request,
Defendants must provide the Artist with all data and information in
Defendants' possession, custody, or control about purchasers of tickets
for Live Entertainment Events performed by that Artist sold by
Ticketmaster (e.g., ticket purchasers, number of tickets sold, location
or type of tickets sold, ticket prices, sales proceeds) for such
Artist's sole interests, subject to any restrictions, prohibitions,
obligations, or other requirements arising under privacy laws
applicable to Defendants and any commitments to purchasers of tickets
with respect to the use of their data (collectively, ``Privacy
Obligations''). Defendants must not modify their privacy policies and/
or practices in a manner that circumvents or frustrates their
obligation described in this Section IX.A. Defendants may provide this
information subject to standard privacy protection and a non-disclosure
agreement, subject to approval by the United States in its sole
discretion. Such non-disclosure agreement will not restrict the
Artist's use of this data more than necessary, in the United States'
sole discretion, to comply with Defendant's Privacy Obligations and
reasonably protect any competitively sensitive information
[[Page 41394]]
belonging to Defendants, which includes not directly sharing such
information with Defendants' competitors or transferring the rights to
the information, including to data aggregators.
B. Defendants must provide notice to all Artists for which it
maintains data or information covered by Section IX.A, that the
information and data described in Section IX.A is available to them
upon request, subject to the limitations in Section IX.A. Such notice
must be in a form acceptable to the United States in its sole
discretion and must be transmitted to the Artist's manager, counsel, or
representative (including of the estate of any deceased Artist).
X. Affidavits
A. Within 30 calendar days of entry of this Final Judgment and
every 60 calendar days thereafter until (1) the ticketing distribution
enablement required by Section IV of this Final Judgment has been made
available to Venues, and (2) the divestiture of the Divestiture Venues
required by Section V of this Final Judgment is complete, Defendants
must deliver to the United States an affidavit, signed by Live Nation's
Chief Financial Officer and Executive Vice President for Corporate and
Regulatory Affairs, that describes in reasonable detail all actions
that Defendants have taken and all steps that Defendants have
implemented to comply with Sections IV and V of this Final Judgment.
The United States, in its sole discretion, may approve different
signatories for the affidavits.
B. If a Defendant makes any changes to actions and steps described
in affidavits provided pursuant to Section X.A, the Defendant must,
within 15 calendar days after any change is implemented, deliver to the
United States an affidavit describing those changes.
C. Defendants must keep all records of any efforts made to comply
with Section IV until one year after the ticketing distribution
enablement required by Section IV has been made available to Venues.
Defendants must keep all records of any efforts made to comply with
Section V until one year after the Venue divestitures required by
Section V of this Final Judgment have been completed.
XI. Appointment of Monitor
A. Upon application of the United States, which Defendants may not
oppose, the Court will appoint a monitor selected by the United States
in its sole discretion, after consultation with the Settling States,
and approved by the Court. The United States will select the same
Person appointed by the Court as monitor pursuant to the Amended Final
Judgment in United States v. Ticketmaster Entertainment Inc. and Live
Nation Entertainment Inc., No. 10-cv-139 (D.D.C.), unless that Person
is unavailable or unable to accomplish the monitor's duties. If that
Person is or becomes unavailable or unable to accomplish the monitor's
duties, the United States will select and recommend a different monitor
in its sole discretion, after consultation with the Settling States,
for the Court's approval. Once approved, the court-appointed monitor
should be considered by the United States and Defendants to be an arm
and representative of the Court.
B. The monitor will have the power and authority to monitor
Defendants' compliance with the terms of this Final Judgment and the
Stipulation and Order entered by the Court and will have other powers
as the Court deems appropriate. The monitor will have no responsibility
or obligation for the operation of Defendants' businesses. No attorney-
client relationship will be formed between Defendants and the monitor.
C. The monitor will have the authority to take such steps as, in
the judgment of the monitor and the United States, may be necessary to
accomplish the monitor's responsibilities. The monitor may seek
information from Defendants' personnel, including in-house counsel,
compliance personnel, and internal auditors. The monitor may require
Defendants to produce documents, to submit signed affidavits, and to
make employees available to sit for interviews. The monitor may require
that such interviews be conducted under oath in the format of a
deposition with a court reporter. Defendants must establish a policy,
annually communicated to all employees, that employees may disclose any
information to the monitor without reprisal for such disclosure.
Defendants must not punish or take any adverse action against any
employee or third party for disclosing information to the monitor.
D. Defendants may not object to actions taken by the monitor in
fulfillment of the monitor's responsibilities under any Order of the
Court on any ground other than malfeasance by the monitor.
Disagreements between the monitor and Defendants related to the scope
of the monitor's responsibilities do not constitute malfeasance.
Objections by Defendants must be conveyed in writing to the United
States and the monitor within 20 calendar days of the monitor's action
that gives rise to Defendants' objection, or the objection is waived.
E. The monitor will serve at the cost and expense of Defendants
pursuant to a written agreement, on terms and conditions, including
confidentiality requirements and conflict of interest certifications,
approved by the United States in its sole discretion. If the monitor
and Defendants are unable to reach such a written agreement within 14
calendar days of the Court's appointment of the monitor, or if the
United States, in its sole discretion, declines to approve the proposed
written agreement, the United States, in its sole discretion, may take
appropriate action, including making a recommendation to the Court,
which may set the terms and conditions for the monitor's work,
including compensation, costs, and expenses.
F. The monitor may hire, at the cost and expense of Defendants, any
agents and consultants, including investment bankers, attorneys,
technical experts, and accountants, that are reasonably necessary in
the monitor's judgment to assist with the monitor's duties. These
agents or consultants will be directed by and solely accountable to the
monitor and will serve on terms and conditions, including
confidentiality requirements and conflict-of-interest certifications,
approved by the United States in its sole discretion. Within three
business days of hiring any agents or consultants, the monitor must
provide written notice of the hiring and the rate of compensation to
Defendants and the United States.
G. The compensation of the monitor and agents or consultants
retained by the monitor must be on reasonable and customary terms
commensurate with the individuals' experience and responsibilities.
H. The monitor must account for all costs and expenses incurred.
I. Defendants' failure to promptly pay the monitor's accounted-for
costs and expenses, including for agents and consultants, will
constitute a violation of this Final Judgment and may result in
sanctions. If Defendants make a timely objection in writing to the
United States to any part of the monitor's accounted-for costs and
expenses, Defendants must establish an escrow account into which
Defendants must pay the disputed costs and expenses until the dispute
is resolved.
J. Defendants must use best efforts to cooperate fully with the
monitor and to assist the monitor in monitoring Defendants' compliance
with their obligations under this Final Judgment and the Stipulation
and Order. Subject to reasonable protection for trade secrets, other
confidential research,
[[Page 41395]]
development, or commercial information (e.g., through use of a non-
disclosure or confidentiality agreement), or any applicable privileges
(e.g., privilege log), Defendants must provide the monitor and agents
or consultants retained by the monitor with full and complete access to
all personnel (current and former), agents, consultants, books,
records, and facilities.
K. Any disputes between Defendants and the monitor with respect to
reasonable protection for trade secrets, other confidential research,
development, or commercial information, or any applicable privileges
will be decided by the United States in its sole discretion. Defendants
may not take any action to interfere with or to impede accomplishment
of the monitor's responsibilities.
L. The monitor must investigate and report on Defendants'
compliance with every provision of this Final Judgment and the
Stipulation and Order, including by taking all actions necessary to
monitor Defendants' compliance with the remedies set forth in Sections
IV, V, and VI. The monitor must provide reports to the United States
and Settling States, on a quarterly basis and as requested, setting
forth Defendants' efforts to comply with their obligations under this
Final Judgment and under the Stipulation and Order. In any proceeding
in which the United States or a Settling State is a party, Defendants
waive any argument that statements by the monitor are a public record
or are statements of the United States or of any Settling State.
M. Within 30 calendar days after appointment of the monitor by the
Court, and on a yearly basis thereafter, the monitor must provide to
the United States and Defendants a proposed written work plan.
Defendants may provide comments on the proposed written work plan to
the United States and the monitor within 14 calendar days after
receipt, after which the monitor must produce a final work plan to the
United States and Defendants, for approval by the United States in its
sole discretion. Any disputes between Defendants and the monitor with
respect to any written work plan will be decided by the United States
in its sole discretion. The United States retains the right, in its
sole discretion, to move the Court to require changes or additions to a
work plan at any time.
N. The monitor may communicate ex parte with the Court when, in the
monitor's judgment, such communication is reasonably necessary to the
monitor's duties under this Final Judgment, including if Defendants
fail to pay the monitor's costs and expenses in a timely manner or
otherwise violate this Final Judgment.
O. The monitor will serve until this Final Judgment expires.
P. If the United States determines that the monitor is not acting
diligently or in a reasonably cost-effective manner, or if the monitor
resigns or becomes unable to accomplish the monitor's duties, the
United States may recommend that the Court appoint a substitute.
XII. Compliance Obligations
A. Antitrust Compliance Officer. Defendants must appoint an
Antitrust Compliance Officer, who must be an internal employee or
officer of Defendants, subject to the following responsibilities and
obligations:
1. Defendants must appoint an Antitrust Compliance Officer within
21 days of entry of this Final Judgment and must identify to the United
States the Antitrust Compliance Officer's name, business address,
telephone number, and email address. Within 45 days of a vacancy in the
Antitrust Compliance Officer position, Defendants must appoint a
replacement and must identify to the United States the replacement
Antitrust Compliance Officer's name, business address, telephone
number, and email address. In all events, Defendants' appointment of
any Antitrust Compliance Officer is subject to the approval of the
United States in its sole discretion.
2. The Antitrust Compliance Officer must be an active member in
good standing of the bar in any U.S. jurisdiction and must have at
least five years' experience in legal practice, including experience
with antitrust, regulatory, or compliance matters.
3. The Antitrust Compliance Officer must, directly or through the
employees or counsel working under the Antitrust Compliance Officer's
authority and direction: (a) within 21 days after the Antitrust
Compliance Officer's appointment, furnish to all of Defendants'
Management and Relevant Employees a copy of this Final Judgment; (b)
within 30 days after the Antitrust Compliance Officer's appointment, in
a manner to be devised by Defendants and approved by the United States,
provide Defendants' Management and Relevant Employees reasonable notice
of the meaning and requirements of this Final Judgment.
4. Twice during the first year, then annually thereafter, the
Antitrust Compliance Officer must brief Defendants' Management and
Relevant Employees on the meaning and requirements of this Final
Judgment, with written materials for each briefing to be approved by
the United States in its sole discretion.
5. The Antitrust Compliance Officer must brief any person who
becomes part of Management or a Relevant Employee within 60 days of
such transition.
6. The Antitrust Compliance Officer must obtain from each Person
designated as Management or a Relevant Employee, within 30 days of that
Person's receipt of this Final Judgment, a certification that the
Person (a) has read and understands and agrees to abide by the terms of
this Final Judgment; (b) is not aware of any violation of this Final
Judgment that has not been reported to Defendants; and (c) understands
that failure to comply with this Final Judgment may result in an
enforcement action for civil or criminal contempt of court.
7. The Antitrust Compliance Officer must communicate annually to
Defendants' Management and Relevant Employees that they may disclose to
the Antitrust Compliance Officer or monitor, without reprisal or
adverse consequence for such disclosure, information concerning any
violation or potential violation of this Final Judgment or the U.S.
antitrust laws by Defendants.
B. Reporting and Investigation Requirements. Upon Management or the
Antitrust Compliance Officer learning of any violation or potential
violation of any provision of this Final Judgment, Defendants must:
1. promptly notify the monitor and take appropriate action to
investigate, and in the event of a violation, terminate or modify the
activity so as to comply with this Final Judgment;
2. within seven days, notify the United States of the violation or
potential violation;
3. maintain all documents related to any violation or potential
violation of this Final Judgment for a period of five years or the
duration of this Final Judgment, whichever is longer;
4. maintain, and furnish to Plaintiffs upon request, a log of (a)
all such documents for which Defendants claim protection under the
attorney-client privilege or the attorney work product doctrine, and
(b) all potential and actual violations, even if no documentary
evidence regarding the violations exist;
5. within thirty days, provide to the United States and the monitor
a statement describing the violation or potential violation, which must
include a description of any communications constituting the violation
or potential violation, including the date and place of the
communication, the Persons involved, and the subject matter of the
communication, as well as a description
[[Page 41396]]
of the steps taken to mitigate or remediate any violation or potential
violation.
C. Defendants must establish a whistleblower protection policy,
which must provide that any employee may disclose, without reprisal or
adverse consequence for such disclosure, to the Antitrust Compliance
Officer or the monitor information concerning any violation or
potential violation by the Defendants of this Final Judgment or the
U.S. antitrust laws.
D. Defendants' CEO must certify in writing to the United States and
the Settling States, 180 days after entry of this Final Judgment and
thereafter annually on the anniversary date of the entry of this Final
Judgment, that Defendants have complied with all provisions of this
Final Judgment or that any violations or potential violations known to
Management or the Antitrust Compliance Officer have been disclosed to
the monitor and the United States.
E. Defendants must maintain and produce to the United States upon
request: (1) a list identifying all employees having received the
compliance training required under Sections XII.A.4 and XII.A.5 of this
Final Judgment and the dates on which the employees received the
training; and (2) copies of all materials distributed as part of the
annual antitrust compliance training required under Sections XII.A.4
and XII.A.5 of this Final Judgment. For all materials requested to be
produced pursuant to this Section for which Defendants claim protection
under the attorney-client privilege or the attorney work product
doctrine, Defendants must furnish to the United States a privilege log.
XIII. Compliance Inspection
A. For the purposes of determining or securing compliance with this
Final Judgment or related orders such as the Stipulation and Order, or
for purposes of determining whether this Final Judgment should be
modified or vacated, upon the written request of an authorized
representative of the Assistant Attorney General for the Antitrust
Division and reasonable notice to Defendants, Defendants must permit,
from time to time and subject to legally recognized privileges,
authorized representatives, including agents retained by the United
States:
1. to have access during Defendants' business hours to inspect and
copy, or at the option of the United States, to require Defendants to
provide electronic copies (without redactions or limitations of any
kind except for attorney-client privilege or attorney work product) of,
all books, ledgers, accounts, records, data, and documents, wherever
located, in the possession, custody, or control of Defendants relating
to any matters contained in this Final Judgment; and
2. to interview, either informally or on the record, Defendants'
officers, employees, or agents, wherever located, who may have their
individual counsel present, relating to any matters contained in this
Final Judgment. The interviews must be subject to the reasonable
convenience of the interviewee and without restraint or interference by
Defendants.
B. Upon the written request of an authorized representative of the
Assistant Attorney General for the Antitrust Division, Defendants must
submit written reports or respond to written interrogatories, under
oath if requested, relating to any matters contained in this Final
Judgment.
C. Each Settling State will have the same abilities provided by
Sections XIII.A and XIII.B to investigate violations or potential
violations involving a Venue or Live Entertainment Event located within
125 miles of that Settling State.
XIV. Notification
A. Starting 60 days after entry of the Stipulation and Order,
unless a transaction is otherwise subject to the reporting and waiting
period requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), Defendants may
not, without first providing at least 30 calendar days advance
notification to the United States and each of the Settling States (an
``Acquisition Notice''), directly or indirectly acquire all (or
substantially all) of the assets located in the United States of, or
any 20% or greater interest in, any Person engaged in providing
ticketing services in the United States, any Promoter operating in the
United States, and/or any Major Concert Venue located in the United
States. Notwithstanding the foregoing, Defendants will not be required
to provide to the United States or the Settling States any Acquisition
Notice for: (1) acquisitions of additional interests in Persons in
which Defendants already own a controlling interest; (2) acquisitions
of real estate and ground and/or operating leases in connection with
new Venue development projects; (3) the performance of purchase
obligations that are included in existing contracts as of the entry of
this Final Judgment; or (4) acquisitions of assets or interests in
Persons located outside the United States that generated less than $15
million in annual revenue in the United States in each of the last two
years.
B. Defendants must provide the notification required by this
Section XIV in the same format as, and in accordance with the
instructions relating to, the Notification and Report Form set forth in
the Appendix to Part 803 of Title 16 of the Code of Federal
Regulations, as amended, except Defendants will not be required to
provide the information requested in the Additional Information
section.
C. Notification must include, beyond the information required by
the instructions, the names of the principal representatives who
negotiated the transaction on behalf of each party, and all management
or strategic plans discussing the proposed transaction. If, within the
30 calendar days following notification, representatives of the United
States make a written request for additional information, Defendants
may not consummate the proposed transaction until 20 calendar days
after submitting all requested information.
D. Early termination of the waiting periods set forth in this
Section may be requested and, where appropriate, granted in the same
manner as is applicable under the requirements and provisions of the
HSR Act and rules promulgated thereunder. This Section must be broadly
construed, and any ambiguity or uncertainty relating to whether to file
a notice under this Section must be resolved in favor of providing
notice.
E. For any merger, acquisition, or other transaction that is
subject to the HSR Act and is of a Person that engaged in providing
ticketing services in the United States, is a Promoter in the United
States, and/or owns, operates, or controls a Major Concert Venue in the
United States, Defendants must provide a copy of the HSR notification
to the United States and to each of the Settling States at the same
time Defendants make their required notification under the HSR Act.
F. For purposes of this Final Judgment, any notice or other
communication required to be provided to Plaintiffs will be sent to the
Person at the address and emails set forth below (or such other
addresses as a Plaintiff may specify in writing to Defendants):
United States David Teslicko, Financial Services, Fintech, and Banking
Section, U.S. Department of Justice, Antitrust Division, 450 Fifth
Street NW, Suite 4000, Washington, DC 20530, [email protected]
Arkansas Amanda Wentz, Senior Assistant Attorney General, Consumer
Protection Division, Office of the
[[Page 41397]]
Arkansas Attorney General, Bob R. Brooks Jr. Justice Building, 101 West
Capitol Avenue, Little Rock, Arkansas 72201,
[email protected], [email protected].
Iowa Noah Goerlitz, Assistant Attorney General, Office of the Iowa
Attorney General 1305 E. Walnut St., Des Moines, IA 50319,
[email protected]
Mississippi Crystal Utley Secoy, Director & Assistant Attorney General,
Consumer Protection Division, Mississippi Attorney General's Office,
Post Office Box 220, Jackson, Mississippi 39205,
[email protected].
Lee Morris Special Assistant Attorney General, Consumer Protection
Division, Mississippi Attorney General's Office, Post Office Box 220,
Jackson, Mississippi 39205, [email protected]
Nebraska Justin C. McCully, Assistant Attorney General, Consumer
Protection Bureau, Office of the Nebraska Attorney General, 1445 K St.
Rm. 2115, Lincoln, Nebraska 68508, [email protected].
Oklahoma Cameron Capps OBA No. 32742, Deputy Attorney General, Consumer
Protection, Office of the Oklahoma Attorney General, 313 NE 21st
Street, Oklahoma City, Oklahoma 73105, Telephone: (405) 522-0858, Fax:
(405) 522-0085, [email protected].
South Dakota Jacob R. Dempsey, Assistant Attorney General, South Dakota
Office of Attorney General, 1302 East SD Highway 1889, Suite 1 Pierre
SD, 57501, 605-773-4425 (Direct Line), [email protected].
XV. No Reacquisition
During the term of this Final Judgment, Defendants may not acquire
or reacquire any part of, any interest in, or any form of control over
any Divestiture Venue (including any control over event booking at any
Divestiture Venue) without prior written authorization of the United
States; provided, however, that this Section XV will not prohibit
Defendants from booking or administering the calendar for Live
Entertainment Events at such Divestiture Venues so long as control over
event booking at such Divestiture Venue is not held by Defendants.
XVI. Public Disclosure
A. No information or documents obtained pursuant to any provision
in this Final Judgment, including reports the monitor provides to the
United States or any Settling States pursuant to Section XI.L and any
notifications or other information provided pursuant to Section XIV,
may be divulged by the United States or by any Settling State to any
person other than an authorized representative of the executive branch
of the United States or an authorized representative of the Settling
States, except in the course of legal proceedings to which the United
States or a Settling State is a party, including grand-jury
proceedings, for the purpose of securing compliance with this Final
Judgment, or as otherwise required by law.
B. In the event that the monitor receives a subpoena, court order,
or other court process seeking or requiring production of information
or documents obtained pursuant to any provision in this Final Judgment,
including reports the monitor provides to the United States or any
Settling States pursuant to Section XI.L or any notifications or other
information provided pursuant to Section XIV, the monitor must notify
the United States, Settling States, and Defendants immediately and
prior to any disclosure, so that any of the parties may address such
potential disclosure and, if necessary, pursue alternative legal
remedies, including if deemed appropriate by Defendants, intervention
in the relevant proceedings.
C. In the event of a request by a third party, pursuant to the
Freedom of Information Act, 5 U.S.C. 552, or similar state disclosure
laws for disclosure of information obtained pursuant to any provision
of this Final Judgment, the United States will act in accordance with
that statute and the Department of Justice regulations at 28 CFR part
16, including the provision on confidential commercial information at
28 CFR 16.7, and the Settling States will act in accordance with their
applicable disclosure laws. Defendants submitting information to the
Antitrust Division should designate the confidential commercial
information portions of all applicable documents and information under
28 CFR 16.7. Designations of confidentiality expire 10 years after
submission, ``unless the submitter requests and provides justification
for a longer designation period.'' See 28 CFR 16.7(b).
D. If at the time that Defendants furnish information or documents
to the United States and Settling States pursuant to any provision of
this Final Judgment, Defendants represent and identify in writing
information or documents for which a claim of protection may be
asserted under Rule 26(c)(1)(G) of the Federal Rules of Civil
Procedure, and Defendants mark each pertinent page of such material,
``Subject to claim of protection under Rule 26(c)(1)(G) of the Federal
Rules of Civil Procedure,'' the United States and the Settling States
must give Defendants 10 calendar days' notice before divulging the
material in any legal proceeding (other than a grand jury proceeding).
XVII. Retention of Jurisdiction
The Court retains jurisdiction to enable any party to this Final
Judgment to apply to the Court at any time for further orders and
directions as may be necessary or appropriate to carry out or construe
this Final Judgment, to modify any of its provisions, to enforce
compliance, and to punish violations of its provisions.
XVIII. Enforcement of Final Judgment
A. If at any time during the term of this Final Judgment, the
United States or any Settling State determines in its sole discretion
that Defendants have violated this Final Judgment, then the United
States may re-open this proceeding to seek additional relief. Such
additional relief may be ordered by this Court upon a finding by a
preponderance of the evidence that this Final Judgment did not redress
the violations alleged in the Amended Complaint and restore
competition.
B. The United States and each Settling State retains and reserves
all rights to enforce the provisions of this Final Judgment, including
the right to seek an order of contempt from the Court. In a civil
contempt action, a motion to show cause, or a similar action brought by
the United States or any Settling State relating to an alleged
violation of this Final Judgment, the United States or any Settling
State may establish a violation of this Final Judgment and the
appropriateness of a remedy therefor by a preponderance of the
evidence, and Defendants waive any argument that a different standard
of proof should apply.
C. This Final Judgment should be interpreted to give full effect to
the procompetitive purposes of the antitrust laws and to restore the
competition the Amended Complaint alleges was harmed by the challenged
conduct. Defendants may be held in contempt of, and the Court may
enforce, any provision of this Final Judgment that, as interpreted by
the Court in light of these procompetitive principles and applying
ordinary tools of interpretation, is stated specifically and in
reasonable detail, whether or not it is clear and unambiguous on its
face. In any such interpretation, the terms of this Final Judgment
should not be construed against either party as the drafter.
[[Page 41398]]
D. In an enforcement proceeding in which the Court finds that
Defendants have violated this Final Judgment, the United States,
together with any Settling States, may apply to the Court for an
extension of this Final Judgment, together with other relief that may
be appropriate. In connection with a successful effort by the United
States or any Settling State to enforce this Final Judgment against a
Defendant, whether litigated or resolved before litigation, that
Defendant must reimburse the United States, and any Settling State that
brought or joined said enforcement proceeding, for the fees and
expenses of its attorneys, as well as all other costs including
experts' fees, incurred in connection with that effort to enforce this
Final Judgment, including in connection with the investigation of the
potential violation.
E. For violations involving Major Concert Venues, Defendants will
pay a penalty of $5,000,000 per violation of this Final Judgment,
payable to the United States of America. For the avoidance of doubt,
for conduct in violation of Section VI, multiple threats to Condition
content directed to the same Venue during the same contracting cycle
would amount to a single violation, but any of the following will
amount to independent violations: acts directed toward different
Venues; acts occurring in different contracting cycles; conduct
concerning different Artists.
F. For a period of four years following the expiration of this
Final Judgment, if the United States has evidence that Defendants
violated this Final Judgment before it expired, the United States may
file an action against Defendants in this Court requesting that the
Court order: (1) Defendants to comply with the terms of this Final
Judgment for an additional term of at least four years following the
filing of the enforcement action; (2) all appropriate contempt
remedies; (3) additional relief needed to ensure the Defendants comply
with the terms of this Final Judgment; and (4) fees or expenses as
called for by this Section XVIII.
XIX. State-Specific Provisions
A. Defendants must pay to the Settling States the corresponding
amounts set forth in the table below (``Settlement Payments''). These
payments are to resolve claims for monetary relief and/or civil
penalties alleged in the Amended Complaint by certain states, including
but not limited to claims brought by states in their parens patriae
capacities on behalf of natural persons in their respective states.
Notice and claims administration costs, taxes, any award of attorneys'
fees and expenses to such states, or other payments authorized by the
Court directly related to consumer redress in such states, must also be
paid by the Defendants and will not thereby reduce any Settling State's
Settlement Payment. More specifically, Defendants agree to make the
following payments to the following Settling States:
------------------------------------------------------------------------
State Amount
------------------------------------------------------------------------
Arkansas.............................................. $3,548,637.22
Iowa.................................................. $3,000,000.00
Mississippi........................................... $2,780,037.76
Nebraska.............................................. $3,588,759.96
Oklahoma.............................................. $4,967,661.87
South Dakota.......................................... $677,920.00
------------------------------------------------------------------------
B. In consideration of the monetary provisions and commitments
contained in Section XIX.A, to the extent allowable by law and as of
the date this Final Judgment is entered by the Court, the Settling
States agree to fully, finally, and forever release Defendants from all
claims that were expressly stated in the Amended Complaint.
C. The Settlement Payment may be used for any one or more of the
following purposes, by the Settling States as they, in their sole
discretion, see fit:
1. For payment of attorneys' fees and expenses, including, without
limitation, reimbursement of grants received;
2. For the enforcement of antitrust or consumer protection law;
3. For deposit into a state antitrust or consumer protection
account (e.g., revolving account, trust account), for use in accordance
with the state laws governing that account;
4. For deposit into a fund exclusively dedicated to assisting state
attorneys general enforce the antitrust and consumer protection laws by
defraying the costs of (a) experts, economists, and consultants in
multistate antitrust investigations and litigation, (b) training or
continuing education in antitrust for attorneys in state attorney
general offices, or (c) information management systems used in
multistate antitrust investigations and litigation; or
5. For any other purpose as the Attorney General of each Settling
State deems appropriate and consistent with or required by, the various
states' laws.
XX. Expiration of Final Judgment
Unless the Court grants an extension, this Final Judgment will
expire on the date that is eight years from the date of its entry.
Notwithstanding the foregoing or anything to the contrary in this Final
Judgment, upon the closing of a sale or divestiture by Live Nation
Entertainment, Inc. of the Ticketmaster business or substantially all
of the assets thereof, Sections VI.A, VI.B, and VII will be deemed to
have expired, while all other provisions will continue in full force
and effect.
XXI. Reservation of Rights
This Final Judgment terminates only the claims by the United States
and the Settling States expressly stated in the Amended Complaint
against Defendants and does not affect other charges or claims the
United States or Settling States have filed or may file. The United
States and the Settling States retain all rights to investigate and
prosecute, under all applicable laws, any federal, state, or local
claims against Defendants, whether civil or criminal, other than the
claims expressly stated in the Amended Complaint. The claims of State
Plaintiffs that are not Settling States are unaffected by this Final
Judgment.
XXII. Public Interest Determination
The parties have complied with the requirements of the Antitrust
Procedures and Penalties Act, 15 U.S.C. 16, including by making
available to the public copies of this Final Judgment and the
Competitive Impact Statement, public comments thereon, and any response
to comments by the United States. Based upon the record before the
Court, which includes the Competitive Impact Statement and, if
applicable, any comments and response to comments filed with the Court,
entry of this Final Judgment is in the public interest.
Date: _
[Court approval subject to procedures of Antitrust Procedures and
Penalties Act, 15 U.S.C. 16]
-----------------------------------------------------------------------
Hon. Arun Subramanian
United States District Judge
Schedule A
Excluded Entities
1. Roc Nation LLC, and all of its subsidiaries.
2. VEEPS Inc., and all of its subsidiaries.
Schedule B
[[Page 41399]]
Initial List of Major Concert Venues
----------------------------------------------------------------------------------------------------------------
Venue name City State Venue type
----------------------------------------------------------------------------------------------------------------
ALPINE VALLEY MUSIC THEATRE........... EAST TROY................ WI................. AMPHITHEATER
AMERICAN FAMILY INSURANCE AMPHITHEATER MILWAUKEE................ WI................. AMPHITHEATER
AMERIS BANK AMPHITHEATRE.............. ALPHARETTA............... GA................. AMPHITHEATER
ARTPARK OUTDOOR AMPHITHEATER.......... LEWISTON................. NY................. AMPHITHEATER
ATRIUM HEALTH AMPHITHEATER............ MACON.................... GA................. AMPHITHEATER
AZURA AMPHITHEATER.................... BONNER SPRINGS........... KS................. AMPHITHEATER
BACK WATERS STAGE..................... DUBUQUE.................. IA................. AMPHITHEATER
BANKNH PAVILION....................... GILFORD.................. NH................. AMPHITHEATER
BANKPLUS AMPHITHEATER AT SNOWDEN GROVE SOUTHAVEN................ MS................. AMPHITHEATER
BETHEL WOODS CENTER FOR THE ARTS...... BETHEL................... NY................. AMPHITHEATER
BLACK OAK MOUNTAIN AMPHITHEATER....... LAMPE.................... MO................. AMPHITHEATER
BLOSSOM MUSIC CENTER.................. CUYAHOGA FALLS........... OH................. AMPHITHEATER
BMO PAVILION.......................... MILWAUKEE................ WI................. AMPHITHEATER
BRANDON AMPHITHEATER.................. BRANDON.................. MS................. AMPHITHEATER
CASCADES AMPHITHEATER................. RIDGEFIELD............... WA................. AMPHITHEATER
CCNB AMPHITHEATRE AT HERITAGE PARK.... SIMPSONVILLE............. SC................. AMPHITHEATER
COASTAL CREDIT UNION MUSIC PARK....... RALEIGH.................. NC................. AMPHITHEATER
CONCRETE STREET AMPHITHEATER.......... CORPUS CHRISTI........... TX................. AMPHITHEATER
CONSTELLATION BRANDS MARVIN SANDS CANANDAIGUA.............. NY................. AMPHITHEATER
PERFORMING ARTS CENTER (CMAC).
CREDIT ONE STADIUM.................... CHARLESTON............... SC................. AMPHITHEATER
CREDIT UNION 1 AMPHITHEATRE........... TINLEY PARK.............. IL................. AMPHITHEATER
CYNTHIA WOODS MITCHELL PAVILION....... THE WOODLANDS............ TX................. AMPHITHEATER
DARIEN LAKE AMPHITHEATER.............. DARIEN CENTER............ NY................. AMPHITHEATER
DOS EQUIS PAVILION.................... DALLAS................... TX................. AMPHITHEATER
EMPOWER FCU AMPHITHEATER AT LAKEVIEW.. SYRACUSE................. NY................. AMPHITHEATER
FIDDLER'S GREEN AMPHITHEATRE.......... GREENWOOD VILLAGE........ CO................. AMPHITHEATER
FIVEPOINT AMPHITHEATRE................ IRVINE................... CA................. AMPHITHEATER
FORD AMPHITHEATER..................... COLORADO SPRINGS......... CO................. AMPHITHEATER
FORD IDAHO CENTER AMPHITHEATER........ NAMPA.................... ID................. AMPHITHEATER
FOREST HILLS STADIUM.................. NEW YORK................. NY................. AMPHITHEATER
FPL SOLAR AMPHITHEATER AT BAYFRONT MIAMI.................... FL................. AMPHITHEATER
PARK.
FREEDOM MORTGAGE PAVILION............. CAMDEN................... NJ................. AMPHITHEATER
FROST AMPHITHEATER.................... STANFORD................. CA................. AMPHITHEATER
GERMANIA INSURANCE AMPHITHEATER....... AUSTIN................... TX................. AMPHITHEATER
GLEN HELEN AMPHITHEATER............... SAN BERNARDINO........... CA................. AMPHITHEATER
GORGE AMPHITHEATRE.................... QUINCY................... WA................. AMPHITHEATER
HAYDEN HOMES AMPHITHEATER............. BEND..................... OR................. AMPHITHEATER
HERSHEYPARK STADIUM................... HERSHEY.................. PA................. AMPHITHEATER
HOLLYWOOD BOWL........................ LOS ANGELES.............. CA................. AMPHITHEATER
HOLLYWOOD CASINO AMPHITHEATRE......... MARYLAND HEIGHTS......... MO................. AMPHITHEATER
HUNTINGTON BANK PAVILION AT NORTHERLY CHICAGO.................. IL................. AMPHITHEATER
ISLAND.
ISLETA AMPHITHEATER................... ALBUQUERQUE.............. NM................. AMPHITHEATER
ITHINK FINANCIAL AMPHITHEATRE......... WEST PALM BEACH.......... FL................. AMPHITHEATER
JIFFY LUBE LIVE....................... BRISTOW.................. VA................. AMPHITHEATER
LAKE TAHOE OUTDOOR ARENA.............. STATELINE................ NV................. AMPHITHEATER
LAKEWOOD AMPHITHEATER................. ATLANTA.................. GA................. AMPHITHEATER
LAURIDSEN AMPHITHEATER................ DES MOINES............... IA................. AMPHITHEATER
MAINE SAVINGS AMPHITHEATER............ BANGOR................... ME................. AMPHITHEATER
MAINE SAVINGS PAVILION AT ROCK ROW.... WESTBROOK................ ME................. AMPHITHEATER
MERCEDES-BENZ AMPHITHEATER............ TUSCALOOSA............... AL................. AMPHITHEATER
MERRIWEATHER POST PAVILION............ COLUMBIA................. MD................. AMPHITHEATER
MIDFLORIDA CREDIT UNION AMPHITHEATRE.. TAMPA.................... FL................. AMPHITHEATER
NORTH ISLAND CREDIT UNION AMPHITHEATRE CHULA VISTA.............. CA................. AMPHITHEATER
NORTHWELL AT JONES BEACH THEATER...... WANTAGH.................. NY................. AMPHITHEATER
OAK MOUNTAIN AMPHITHEATRE............. PELHAM................... AL................. AMPHITHEATER
OZARKS AMPHITHEATER................... CAMDENTON................ MO................. AMPHITHEATER
PACIFIC AMPHITHEATRE.................. COSTA MESA............... CA................. AMPHITHEATER
PINE KNOB MUSIC THEATRE............... CLARKSTON................ MI................. AMPHITHEATER
PNC BANK ARTS CENTER.................. HOLMDEL.................. NJ................. AMPHITHEATER
PNC MUSIC PAVILION.................... CHARLOTTE................ NC................. AMPHITHEATER
RED ROCKS AMPHITHEATRE................ MORRISON................. CO................. AMPHITHEATER
RIVERBEND MUSIC CENTER................ CINCINNATI............... OH................. AMPHITHEATER
RUOFF MUSIC CENTER.................... NOBLESVILLE.............. IN................. AMPHITHEATER
SARATOGA PERFORMING ARTS CENTER....... SARATOGA SPRINGS......... NY................. AMPHITHEATER
SHORELINE AMPHITHEATRE................ MOUNTAIN VIEW............ CA................. AMPHITHEATER
TALKING STICK RESORT AMPHITHEATRE..... PHOENIX.................. AZ................. AMPHITHEATER
TD PAVILION AT THE MANN............... PHILADELPHIA............. PA................. AMPHITHEATER
THE BAYCARE SOUND..................... CLEARWATER............... FL................. AMPHITHEATER
THE MILL TERRE HAUTE.................. TERRE HAUTE.............. IN................. AMPHITHEATER
THE ORION AMPHITHEATER................ HUNTSVILLE............... AL................. AMPHITHEATER
THE PAVILION AT MONTAGE MOUNTAIN...... SCRANTON................. PA................. AMPHITHEATER
[[Page 41400]]
THE PAVILION AT STAR LAKE............. BURGETTSTOWN............. PA................. AMPHITHEATER
THE PAVILION AT TOYOTA MUSIC FACTORY.. IRVING................... TX................. AMPHITHEATER
THE RADY SHELL AT JACOBS PARK......... SAN DIEGO................ CA................. AMPHITHEATER
THE SOUND AMPHITHEATER................ GAUTIER.................. MS................. AMPHITHEATER
THE WALMART AMP....................... ROGERS................... AR................. AMPHITHEATER
THE WHARF AMPHITHEATER................ ORANGE BEACH............. AL................. AMPHITHEATER
THE XFINITY CENTER.................... MANSFIELD................ MA................. AMPHITHEATER
TOM MOFFATT WAIKIKI SHELL............. HONOLULU................. HI................. AMPHITHEATER
TOYOTA AMPHITHEATRE................... WHEATLAND................ CA................. AMPHITHEATER
TOYOTA PAVILION AT CONCORD............ CONCORD.................. CA................. AMPHITHEATER
UTAH FIRST CREDIT UNION AMPHITHEATRE.. WEST VALLEY CITY......... UT................. AMPHITHEATER
VETERANS UNITED HOME LOANS VIRGINIA BEACH........... VA................. AMPHITHEATER
AMPHITHEATER.
WESTVILLE MUSIC BOWL.................. NEW HAVEN................ CT................. AMPHITHEATER
WHITE RIVER AMPHITHEATRE.............. AUBURN................... WA................. AMPHITHEATER
WILLIAM RANDOLPH HEARST GREEK THEATRE. BERKELEY................. CA................. AMPHITHEATER
XFINITY THEATRE....................... HARTFORD................. CT................. AMPHITHEATER
ACRISURE ARENA........................ THOUSAND PALMS........... CA................. ARENA
ADDITION FINANCIAL ARENA.............. ORLANDO.................. FL................. ARENA
ALERUS CENTER......................... GRAND FORKS.............. ND................. ARENA
ALLEN COUNTY WAR MEMORIAL COLISEUM.... FORT WAYNE............... IN................. ARENA
ALLIANT ENERGY POWERHOUSE............. CEDAR RAPIDS............. IA................. ARENA
ALLSTATE ARENA........................ ROSEMONT................. IL................. ARENA
AMALIE ARENA.......................... TAMPA.................... FL................. ARENA
AMERANT BANK ARENA.................... SUNRISE.................. FL................. ARENA
AMERICAN AIRLINES CENTER.............. DALLAS................... TX................. ARENA
AMERICAN BANK CENTER.................. CORPUS CHRISTI........... TX................. ARENA
AMICA MUTUAL PAVILION................. PROVIDENCE............... RI................. ARENA
ANGEL OF THE WINDS ARENA.............. EVERETT.................. WA................. ARENA
BALL ARENA............................ DENVER................... CO................. ARENA
BARCLAYS CENTER....................... NEW YORK................. NY................. ARENA
BERT OGDEN ARENA...................... EDINBURG................. TX................. ARENA
BILL GRAHAM CIVIC AUDITORIUM.......... SAN FRANCISCO............ CA................. ARENA
BLUE CROSS ARENA...................... ROCHESTER................ NY................. ARENA
BMO HARRIS BRADLEY CENTER............. MILWAUKEE................ WI................. ARENA
BOJANGLES COLISEUM.................... CHARLOTTE................ NC................. ARENA
BOK CENTER............................ TULSA.................... OK................. ARENA
BON SECOURS WELLNESS ARENA............ GREENVILLE............... SC................. ARENA
BRIDGESTONE ARENA..................... NASHVILLE................ TN................. ARENA
BROADMOOR WORLD ARENA................. COLORADO SPRINGS......... CO................. ARENA
BROOKSHIRE GROCERY ARENA.............. BOSSIER CITY............. LA................. ARENA
BRYCE JORDAN CENTER................... STATE COLLEGE............ PA................. ARENA
CADENCE BANK ARENA.................... TUPELO................... MS................. ARENA
CAJUNDOME............................. LAFAYETTE................ LA................. ARENA
CAPITAL ONE ARENA..................... WASHINGTON............... DC................. ARENA
CFG BANK ARENA........................ BALTIMORE................ MD................. ARENA
CHAIFETZ ARENA........................ ST LOUIS................. MO................. ARENA
CHARLESTON COLISEUM & CONVENTION CHARLESTON............... WV................. ARENA
CENTER.
CHARTWAY ARENA........................ NORFOLK.................. VA................. ARENA
CHASE CENTER.......................... SAN FRANCISCO............ CA................. ARENA
CHI HEALTH CENTER OMAHA............... OMAHA.................... NE................. ARENA
CLIMATE PLEDGE ARENA.................. SEATTLE.................. WA................. ARENA
COLISEO DE PUERTO RICO JOS[Eacute] SAN JUAN................. PR................. ARENA
MIGUEL AGRELOT.
COLONIAL LIFE ARENA................... COLUMBIA................. SC................. ARENA
COLUMBUS CIVIC CENTER................. COLUMBUS................. GA................. ARENA
CREDIT UNION 1 ARENA.................. CHICAGO.................. IL................. ARENA
CROSS INSURANCE ARENA................. PORTLAND................. ME................. ARENA
CROSS INSURANCE CENTER................ BANGOR................... ME................. ARENA
CRYPTO.COM ARENA...................... LOS ANGELES.............. CA................. ARENA
DCU CENTER............................ WORCESTER................ MA................. ARENA
DELTA CENTER.......................... SALT LAKE CITY........... UT................. ARENA
DENNY SANFORD PREMIER CENTER.......... SIOUX FALLS.............. SD................. ARENA
DESERT DIAMOND ARENA.................. GLENDALE................. AZ................. ARENA
DICKIES ARENA......................... FORT WORTH............... TX................. ARENA
DIGNITY HEALTH ARENA.................. BAKERSFIELD.............. CA................. ARENA
DON HASKINS CENTER.................... EL PASO.................. TX................. ARENA
DONALD L. TUCKER CIVIC CENTER......... TALLAHASSEE.............. FL................. ARENA
EAGLEBANK ARENA....................... FAIRFAX.................. VA................. ARENA
ENMARKET ARENA........................ SAVANNAH................. GA................. ARENA
ENTERPRISE CENTER..................... ST LOUIS................. MO................. ARENA
EXTRAMILE ARENA....................... BOISE.................... ID................. ARENA
FAMILY ARENA.......................... ST CHARLES............... MO................. ARENA
FEDEXFORUM............................ MEMPHIS.................. TN................. ARENA
[[Page 41401]]
FIRST HORIZON COLISEUM................ GREENSBORO............... NC................. ARENA
FIRST INTERSTATE ARENA................ BILLINGS................. MT................. ARENA
FISERV FORUM.......................... MILWAUKEE................ WI................. ARENA
FORD CENTER........................... EVANSVILLE............... IN................. ARENA
FORD IDAHO CENTER ARENA............... NAMPA.................... ID................. ARENA
FRANK ERWIN CENTER.................... AUSTIN................... TX................. ARENA
FREEMAN COLISEUM...................... SAN ANTONIO.............. TX................. ARENA
FROST BANK CENTER..................... SAN ANTONIO.............. TX................. ARENA
GAINBRIDGE FIELDHOUSE................. INDIANAPOLIS............. IN................. ARENA
GAS SOUTH ARENA....................... DULUTH................... GA................. ARENA
GIANT CENTER.......................... HERSHEY.................. PA................. ARENA
GOLDEN 1 CENTER....................... SACRAMENTO............... CA................. ARENA
GREAT SOUTHERN BANK ARENA............. SPRINGFIELD.............. MO................. ARENA
H-E-B CENTER AT CEDAR PARK............ CEDAR PARK............... TX................. ARENA
HAMPTON COLISEUM...................... HAMPTON.................. VA................. ARENA
HERITAGE BANK CENTER.................. CINCINNATI............... OH................. ARENA
HERTZ ARENA........................... ESTERO................... FL................. ARENA
HONDA CENTER.......................... ANAHEIM.................. CA................. ARENA
HUNTINGTON CENTER..................... TOLEDO................... OH................. ARENA
INTRUST BANK ARENA.................... WICHITA.................. KS................. ARENA
INTUIT DOME........................... INGLEWOOD................ CA................. ARENA
JIM WHELAN BOARDWALK HALL............. ATLANTIC CITY............ NJ................. ARENA
JOE LOUIS ARENA....................... DETROIT.................. MI................. ARENA
JOHN PAUL JONES ARENA................. CHARLOTTESVILLE.......... VA................. ARENA
KASEYA CENTER......................... MIAMI.................... FL................. ARENA
KEYBANK CENTER........................ BUFFALO.................. NY................. ARENA
KFC YUM! CENTER....................... LOUISVILLE............... KY................. ARENA
KIA CENTER............................ ORLANDO.................. FL................. ARENA
LA CROSSE CENTER...................... LA CROSSE................ WI................. ARENA
LANDERS CENTER........................ SOUTHAVEN................ MS................. ARENA
LEGACY ARENA.......................... BIRMINGHAM............... AL................. ARENA
LENOVO CENTER......................... RALEIGH.................. NC................. ARENA
LITTLE CAESARS ARENA.................. DETROIT.................. MI................. ARENA
MABEE CENTER.......................... TULSA.................... OK................. ARENA
MADISON SQUARE GARDEN................. NEW YORK................. NY................. ARENA
MASSMUTUAL CENTER..................... SPRINGFIELD.............. MA................. ARENA
MAVERIK CENTER........................ WEST VALLEY CITY......... UT................. ARENA
MGM GRAND GARDEN ARENA................ LAS VEGAS................ NV................. ARENA
MICHELOB ULTRA ARENA.................. LAS VEGAS................ NV................. ARENA
MISSISSIPPI COAST COLISEUM............ BILOXI................... MS................. ARENA
MISSISSIPPI COLISEUM.................. JACKSON.................. MS................. ARENA
MODA CENTER........................... PORTLAND................. OR................. ARENA
MOHEGAN ARENA AT CASEY PLAZA.......... WILKES BARRE............. PA................. ARENA
MOHEGAN SUN ARENA..................... UNCASVILLE............... CT................. ARENA
MOODY CENTER.......................... AUSTIN................... TX................. ARENA
MVP ARENA............................. ALBANY................... NY................. ARENA
NASHVILLE MUNICIPAL AUDITORIUM........ NASHVILLE................ TN................. ARENA
NASSAU VETERANS MEMORIAL COLISEUM..... UNIONDALE................ NY................. ARENA
NATIONWIDE ARENA...................... COLUMBUS................. OH................. ARENA
NEAL S BLAISDELL ARENA................ HONOLULU................. HI................. ARENA
NORTH CHARLESTON COLISEUM............. NORTH CHARLESTON......... SC................. ARENA
NRG ARENA............................. HOUSTON.................. TX................. ARENA
NUTTER CENTER......................... DAYTON................... OH................. ARENA
OAKLAND ARENA......................... OAKLAND.................. CA................. ARENA
ORLEANS ARENA......................... LAS VEGAS................ NV................. ARENA
PAYCOM CENTER......................... OKLAHOMA CITY............ OK................. ARENA
PECHANGA ARENA........................ SAN DIEGO................ CA................. ARENA
PENSACOLA BAY CENTER.................. PENSACOLA................ FL................. ARENA
PEORIA CIVIC CENTER ARENA............. PEORIA................... IL................. ARENA
PETERSEN EVENTS CENTER................ PITTSBURGH............... PA................. ARENA
PHX ARENA............................. PHOENIX.................. AZ................. ARENA
PINNACLE BANK ARENA................... LINCOLN.................. NE................. ARENA
PPG PAINTS ARENA...................... PITTSBURGH............... PA................. ARENA
PPL CENTER............................ ALLENTOWN................ PA................. ARENA
PROPST ARENA.......................... HUNTSVILLE............... AL................. ARENA
PRUDENTIAL CENTER..................... NEWARK................... NJ................. ARENA
RAISING CANE'S RIVER CENTER ARENA..... BATON ROUGE.............. LA................. ARENA
RESCH CENTER.......................... GREEN BAY................ WI................. ARENA
RICHMOND COLISEUM..................... RICHMOND................. VA................. ARENA
ROCKET ARENA.......................... CLEVELAND................ OH................. ARENA
RUPP ARENA............................ LEXINGTON................ KY................. ARENA
SAMES AUTO ARENA...................... LAREDO................... TX................. ARENA
[[Page 41402]]
SAP CENTER AT SAN JOSE................ SAN JOSE................. CA................. ARENA
SAVE MART CENTER...................... FRESNO................... CA................. ARENA
SCHOTTENSTEIN CENTER.................. COLUMBUS................. OH................. ARENA
SIMMONS BANK ARENA.................... NORTH LITTLE ROCK........ AR................. ARENA
SMOOTHIE KING CENTER.................. NEW ORLEANS.............. LA................. ARENA
SNHU ARENA............................ MANCHESTER............... NH................. ARENA
SPECTRUM CENTER....................... CHARLOTTE................ NC................. ARENA
SPHERE................................ LAS VEGAS................ NV................. ARENA
SPOKANE ARENA......................... SPOKANE.................. WA................. ARENA
STATE FARM ARENA...................... ATLANTA.................. GA................. ARENA
STATE FARM CENTER..................... CHAMPAIGN................ IL................. ARENA
T-MOBILE ARENA........................ LAS VEGAS................ NV................. ARENA
T-MOBILE CENTER....................... KANSAS CITY.............. MO................. ARENA
TACOMA DOME........................... TACOMA................... WA................. ARENA
TARGET CENTER......................... MINNEAPOLIS.............. MN................. ARENA
TD GARDEN............................. BOSTON................... MA................. ARENA
THE ARMORY............................ MINNEAPOLIS.............. MN................. ARENA
THE FORD WYOMING CENTER............... CASPER................... WY................. ARENA
THE KIA FORUM......................... INGLEWOOD................ CA................. ARENA
THE LIACOURAS CENTER.................. PHILADELPHIA............. PA................. ARENA
THE PALACE OF AUBURN HILLS............ AUBURN HILLS............. MI................. ARENA
THE SANTANDER ARENA................... READING.................. PA................. ARENA
THOMPSON-BOLING ARENA AT FOOD CITY KNOXVILLE................ TN................. ARENA
CENTER.
TOYOTA ARENA.......................... ONTARIO.................. CA................. ARENA
TOYOTA CENTER......................... HOUSTON.................. TX................. ARENA
UBS ARENA............................. ELMONT................... NY................. ARENA
UNITED CENTER......................... CHICAGO.................. IL................. ARENA
UNITED SUPERMARKETS ARENA............. LUBBOCK.................. TX................. ARENA
UNO LAKEFRONT ARENA................... NEW ORLEANS.............. LA................. ARENA
VAN ANDEL ARENA....................... GRAND RAPIDS............. MI................. ARENA
VETERANS MEMORIAL COLISEUM............ PORTLAND................. OR................. ARENA
VETERANS MEMORIAL COLISEUM............ MADISON.................. WI................. ARENA
VIBRANT ARENA AT THE MARK............. MOLINE................... IL................. ARENA
VIEJAS ARENA.......................... SAN DIEGO................ CA................. ARENA
VYSTAR VETERANS MEMORIAL ARENA........ JACKSONVILLE............. FL................. ARENA
WELLS FARGO ARENA..................... DES MOINES............... IA................. ARENA
WELLS FARGO CENTER.................... PHILADELPHIA............. PA................. ARENA
WINTRUST ARENA........................ CHICAGO.................. IL................. ARENA
WOLSTEIN CENTER....................... CLEVELAND................ OH................. ARENA
XCEL ENERGY CENTER.................... ST PAUL.................. MN................. ARENA
XL CENTER............................. HARTFORD................. CT................. ARENA
YUENGLING CENTER...................... TAMPA.................... FL................. ARENA
----------------------------------------------------------------------------------------------------------------
United States District Court Southern District of New York
United States of America, et al., Plaintiffs, v. Live Nation
Entertainment, Inc. and Ticketmaster L.L.C., Defendants.
Case No. 1:24-cv-3973-AS
Competitive Impact Statement
In accordance with the Antitrust Procedures and Penalties Act, 15
U.S.C. 16(b)-(h) (the ``APPA'' or ``Tunney Act''), the United States of
America \1\ files this Competitive Impact Statement related to its
proposed Final Judgment filed in this civil antitrust proceeding.
---------------------------------------------------------------------------
\1\ This Competitive Impact Statement addresses only the effects
of the proposed Final Judgment on the claims brought by the United
States. It does not address any effects of the proposed Final
Judgement on the claims pursued by the Settling States or the State-
Specific Provisions contained in Section XIX of the proposed Final
Judgment.
---------------------------------------------------------------------------
I. Nature and Purpose of the Proceeding
On May 23, 2024, the United States and several States (collectively
``Plaintiffs'') filed a civil antitrust complaint against Defendants
Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Plaintiffs
subsequently filed an amended complaint (the ``Complaint'') on August
30, 2024. The Complaint alleges Defendants violated Sections 1 and 2 of
the Sherman Act, 15 U.S.C. 1-2, as well as several State laws by
engaging in anticompetitive conduct in certain ticketing, promotions,
and amphitheater markets.
On March 5, 2026, Defendants and the United States executed a term
sheet (ECF No. 1171-1) memorializing the material terms of a settlement
of the pending litigation. Subsequently, the States of Arkansas, Iowa,
Mississippi, Nebraska, Oklahoma, and South Dakota (the ``Settling
States'') joined the settlement with additional terms applicable only
to the Settling States. The United States and the Settling States have
now filed a proposed Final Judgment and Stipulation and Order
(``Stipulation and Order'') to which Defendants have agreed and that is
designed to remedy the loss of competition alleged in the Complaint.
Under the proposed Final Judgment, which is explained more fully
below, Defendants are required to: (1) develop technology to allow
Major Concert Venues \2\ utilizing Ticketmaster's back-end software to
sell and distribute primary tickets through third-party marketplaces;
(2) loosen exclusivity provisions in their existing primary ticketing
contracts and abide by new restrictions on exclusive contracting for
[[Page 41403]]
future ticketing contracts; (3) allow promoters and artists to use
alternative sellers of tickets (``ticketers'') at Defendants'
amphitheaters; (4) cap ticket service fees at Defendants'
amphitheaters; (5) divest control over certain amphitheaters; (6) allow
artists who choose to work with other promoters to perform at
Defendants' amphitheaters; (7) waive exclusive and preferred booking
rights at Major Concert Venues; (8) refrain from engaging in
conditioning, retaliation, or content-steering that impairs
competition; (9) maintain firewalls that limit disclosure of
information between Ticketmaster and Live Nation; (10) terminate their
ticketing agreement with the Oak View Group (``OVG'') and refrain from
entering into similar agreements in the future; (11) share certain data
with artists; and (12) notify the United States of certain future
acquisitions. Additionally, the proposed Final Judgment provides for
the appointment of a monitor to oversee Defendants' compliance, and it
imposes substantial penalties and other consequences should Defendants
violate these or other provisions of the Final Judgment in the future.
The decree will last for eight years, unless the Court grants an
extension.
---------------------------------------------------------------------------
\2\ ``Major Concert Venues'' generally refers to arenas and
amphitheaters with a seating capacity of 8,000 or more. See Proposed
Final Judgment, ECF No. 1523-2, Paragraph II(N).
---------------------------------------------------------------------------
Under the terms of the Stipulation and Order, Defendants must
comply with the proposed Final Judgment, including all timeframes
specified in its provisions, pending entry by the Court or until the
time for all appeals of any Court ruling declining entry of the
proposed Final Judgment has expired. On June 15, 2026, the Court
entered the Stipulation and Order.
The United States and Defendants have stipulated that the proposed
Final Judgment may be entered after compliance with the APPA. Entry of
the proposed Final Judgment will terminate this action with respect to
the United States, except that the Court will retain jurisdiction to
construe, modify, or enforce the provisions of the proposed Final
Judgment and to punish violations thereof.
II. Description of Events Giving Rise to the Alleged Violations
A. The Defendants and Their Anticompetitive Conduct
Defendants are the ``largest live entertainment company in the
world,'' the ``largest producer of live music concerts in the world,''
and ``the world's leading live entertainment ticketing sales and
marketing company.'' \3\ Live Nation Entertainment was formed in 2010
as a result of the merger between Live Nation and Ticketmaster. At that
time, to resolve competitive concerns the United States alleged would
result from the merger, Live Nation entered into the 2010 Final
Judgment \4\ with the United States in which Live Nation agreed not to
condition live entertainment content on a venue's use of Ticketmaster
or retaliate against a venue that chose or considered a primary
ticketing provider other than Ticketmaster, among other relief. In the
years following the 2010 Final Judgment, Live Nation engaged in conduct
that, in the United States' view, violated the 2010 Final Judgment.
More specifically, the United States alleged that Live Nation had
repeatedly conditioned and threatened to condition its provision of
live entertainment content on a venue's using Ticketmaster's primary
ticketing service. As a result, in 2020, Live Nation and the United
States agreed to modify and extend the 2010 Final Judgment into what
became the 2020 Amended Final Judgment.\5\
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\3\ Am. Compl. ] 16.
\4\ United States, et. al v. Ticketmaster Ent., ECF No. 15, No.
10-cv-00139 (D.D.C. July 30, 2010).
\5\ United States, et. al v. Ticketmaster Ent., ECF No. 29, No.
10-cv-00139 (D.D.C. Jan. 28, 2020).
---------------------------------------------------------------------------
As alleged in the Complaint, Defendants have maintained monopolies
and/or restrained competition in certain markets for primary ticketing,
promotion services for artists, promotion and booking services for
venues, and the use of large amphitheaters through a wide range of
anticompetitive acts. For example, Defendants entered into exclusive
primary ticketing contracts with Major Concert Venues, threatened and/
or retaliated against venues that chose to or considered working with
competing ticketers, entered into exclusive and preferred booking
agreements with venues, acquired venues and promoters, entered into an
anticompetitive agreement with OVG related to ticketing, and tied
artists' access to Defendants' amphitheaters to the use of Defendants'
promotion services.
B. Industry Background
The performance of a concert requires multiple steps and multiple
actors. First, the artist decides--often in consultation with the
artist's representatives and potential promoters--where and when they
want to perform. This decision is largely focused on the desired
geographical areas and the type of venue (e.g., amphitheaters, arenas,
etc.). Next, typically through an agent, the artist solicits offers
from promoters who bid to promote a concert or tour. Promoting a
concert generally involves taking on the financial risk of the show by
guaranteeing an artist a set amount of money, marketing the show,
negotiating with venues on behalf of the artist, and other logistical
tasks.
Some promoters enter into exclusive booking agreements with venues
whereby if the artist wants to perform at a specific venue, then that
artist must use the venue's exclusive promoter. Under an exclusive
booking agreement, artists cannot benefit from competition that might
otherwise occur between promoters who are competing to book concerts at
that specific venue. Additionally, some promoters enter into preferred
booking agreements with venues that provide the promoter with
preferential rights to book dates or promote shows at a venue. Live
Nation has numerous exclusive and preferred booking arrangements with
Major Concert Venues, including large amphitheaters. Live Nation also
owns and operates a significant number of large amphitheaters in the
United States and serves as the exclusive booker of those venues. As
such, Live Nation is typically the only promoter that promotes concerts
in its owned and operated amphitheaters and in venues it does not own
and operate but with which it has exclusive or preferred booking
arrangements. Live Nation has acquired and leased amphitheaters across
the country, sometimes even when Live Nation projected that it would
incur a financial loss as a result of these decisions.
After the artist has chosen the venue and promoter, the next step
is selling tickets to consumers. Ticketers include primary ticketers
and secondary ticketers. Primary ticketers typically make their sales
to consumers under a contract with a venue. Under an exclusive primary
ticketing arrangement, the venue typically chooses the primary
ticketing company. Under non-exclusive primary ticketing arrangements,
promoters and artists may choose the primary ticketing company in
conjunction with the venue.
The event ticketing services that primary ticketers provide include
two major types of services: (1) ``back-end'' services and (2)
distribution (``marketplace'') services. First, the primary ticketing
back-end is a collection of software, technology, and/or platform
services used by venues to manage the inventory of tickets, generate
barcodes, control and manage the entry of ticket holders into the
venue, report data related to the event, and perform other similar
functions related to managing the event. Second,
[[Page 41404]]
the primary ticketing marketplace is a technology or distribution
platform for making the initial distribution of tickets to the
consumers who purchase them from the primary ticketers. After the
initial sale of a ticket from a primary ticketer to a consumer
(including fans, brokers, and other stakeholders), the purchaser
typically can sell their tickets through secondary ticketing platforms.
Artists and promoters generally do not receive revenue from secondary
ticketing sales.
C. The Competitive Effects of the Conduct
Defendants' conduct had anticompetitive effects in the markets
alleged in the Complaint. Defendants' anticompetitive acts distorted
the competitive process, impeded competitors, deterred entry, reduced
customer choice, increased prices, and reduced output.
For example, Defendants' exclusive ticketing agreements limited
venues', artists', and fans' options with respect to primary ticketers
and enabled Defendants to impose supra-competitive ticketing fees,
borne by fans. Similarly, Defendants' threats to venues and their
conditioning of live entertainment content on a venue's use of
Ticketmaster impeded the ability of existing ticketing companies to
compete and deterred or impeded entry by new or nascent rivals.
Defendants also entered into a secret agreement with OVG that rewarded
OVG for converting its venue clients' ticketing contracts to
Ticketmaster, which subverted the competitive bidding process for those
ticketing contracts.
With respect to artists, Defendants' policy of restricting artists'
access to large amphitheaters unless those artists also used
Defendants' promotions services distorted and reduced competition for
promotion services and limited the shows performed at Defendants'
venues. Similarly, Defendants used exclusive or preferred booking
agreements with Major Concert Venues to impede competition by other
promoters, to the detriment of artists, venues, and fans.
III. Explanation of the Proposed Final Judgment
The relief required by the proposed Final Judgment will remedy the
harm to competition alleged in the Complaint.
A. Ticketing Provisions
Section IV of the proposed Final Judgment requires Defendants to
develop, within 275 days, a new open distribution and ticket
authentication technology to allow Major Concert Venues that use
Ticketmaster's back-end system to sell and distribute primary tickets
through eligible third-party primary ticketing marketplaces of the
venue's choosing. Additionally, this section requires Defendants to
modify certain existing ticketing agreements with venues to provide
greater flexibility for venues to partner with third-party ticketing
service providers, and it prohibits Defendants from engaging in certain
exclusive ticketing practices in the future.
More specifically, Paragraphs IV(A-D) of the proposed Final
Judgment obligate Ticketmaster to develop and launch an open
distribution and ticket authentication system that provides venues with
a means to sell primary tickets through any eligible primary ticketing
marketplace \6\ of the venue's choosing, without disadvantaging or
encumbering any third-party marketplace. Specifically, Ticketmaster may
not use any contractual, pricing, technological, or other means to
restrict a Major Concert Venue's choice of primary ticketing service
providers. Additionally, Ticketmaster must also facilitate the transfer
and resale of tickets, regardless of the primary marketplace through
which the ticket was initially purchased, without requiring the ticket
purchaser to take any additional steps on the Ticketmaster website or
pay any additional fees to Ticketmaster. Ticketmaster is limited to
collecting from the third-party marketplace a transfer fee that covers
Ticketmaster's cost of providing the back-end services necessary to
facilitate the ticket transfer. These amounts will be verified by the
monitor.
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\6\ An ``Eligible Primary Ticketing Services Provider'' is
defined in Paragraph II(I) of the proposed Final Judgment. In
general, a primary marketplace is eligible to receive a ticketing
allocation under the new open distribution system if it (1) is
engaged in the sale of primary tickets to live entertainment events
in the United States through a primary marketplace as an established
ongoing business or (2) can demonstrate the ability to fully provide
primary ticketing services for Major Concert Venues by offering both
a primary ticketing marketplace and a primary ticketing back-end
technology. A ticketer that also operates a secondary ticketing
marketplace remains qualified under (1) so long as it has reasonable
policies and practices in place to limit speculative ticketing (i.e.
offering for sale tickets that the seller does not own, control, or
have a contractual right to at the time of listing) and other
ticketing practices that harm consumers and/or violate the
directions of artists and venues. Any disputes as to whether a
primary marketplace is eligible to receive a ticketing allocation
will be resolved by the monitor, subject to a potential appeal by
the United States to the Court.
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Ticketmaster also is required to address any reasonable
deficiencies in this new system that are identified by venues, third-
party marketplaces, the United States,\7\ or the monitor. Once this new
technology is launched, Ticketmaster must offer Ticketmaster's back-end
software as a standalone product and allow venues to use it with any
eligible primary ticketing marketplace(s) or other back-end systems of
the venue's choosing, subject to the eligibility criteria noted above.
These provisions collectively are designed to allow new and existing
primary ticketing marketplaces to compete more effectively to sell and
distribute primary tickets, regardless of whether a venue currently
uses Ticketmaster or in the future chooses to use Ticketmaster's back-
end system.
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\7\ Any interested person is invited to raise any identified
deficiencies with the United States.
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Section IV also requires Defendants to modify certain existing
Ticketmaster contracts and to follow new restrictions in future
contracts. First, Defendants must waive any auto-renewal provisions and
may not induce or penalize Major Concert Venues to forgo a Request for
Proposal (``RFP'') when a ticketing contract is nearing expiration.
Defendants also must waive exclusivity provisions in existing ticketing
contracts with Major Concert Venues to allow those venues the
opportunity to use, without penalty, alternative primary ticketing
marketplaces for at least one event during each year remaining on their
Ticketmaster contract. Additionally, Defendants must provide certain
Major Concert Venues the option to sell or distribute up to 20% of
primary tickets via eligible third-party primary marketplaces in
exchange for a pro-rata adjustment to any amounts previously paid by
Defendants to obtain primary ticketing exclusivity under the venue's
existing primary ticketing contract. In future contract negotiations
with Major Concert Venues, Defendants must offer fully and partially
non-exclusive contracts under which all or a portion of the primary
tickets (at the Major Concert Venue's election) are not exclusive to
Ticketmaster. Ticketmaster may not use any pricing schemes, pricing
tiers, or other contract provisions that have the practical effect of
exclusivity for primary ticketing services. Finally, any fully
exclusive primary ticketing agreements with Major Concert Venues are
capped at four years. Partially-exclusive primary ticketing contracts
may be longer than four years, but only if the venue specifically
requests, in writing, a longer term or a competing ticketer submits an
offer to that venue for a longer term. These provisions are designed to
facilitate entry of new primary ticketing service providers and
increase
[[Page 41405]]
competition among existing ticketing service providers.
The relief secured by Section IV will further improve competition
by changing the structure of the primary ticketing markets at issue in
the case. By separating the ``back-end'' and ``marketplace'' functions
of primary ticketing, competitors will face lower barriers to entry.
Competition among marketplaces can happen more dynamically because
Major Concert Venues can use multiple marketplaces and can shift their
usage more frequently than they change primary ticketing back-ends.
Marketplaces can compete for ticketing sales without needing to compete
to provide back-end services. Additionally, by empowering venues to use
multiple ticketing marketplaces in a single concert season and/or for
individual shows, Defendants' promotions business will have less
incentive and ability to steer content away from venues that use rival
ticketers.
This section of the proposed Final Judgment has additional
ticketing provisions designed specifically to foster ticketing
competition at amphitheaters and ameliorate the harm to consumers
stemming from Defendants' monopolies. Specifically, this section
requires Defendants to allow any promoter or artist performing a show
at a large amphitheater \8\ owned, operated, or controlled by
Defendants to sell and distribute up to 50% of their tickets through an
eligible third-party primary marketplace. Additionally, Defendants may
not charge service fees in excess of 15% for any tickets sold via
Ticketmaster for events at those amphitheaters.
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\8\ These provisions extend to large amphitheaters that qualify
as a Major Concert Venue.
---------------------------------------------------------------------------
B. Venue and Promotions Provisions
Section V of the proposed Final Judgment requires Defendants to
terminate or modify certain venue and promotions contracts with
thirteen Divestiture Venues, which are large amphitheaters over which
Defendants currently exercise control. Under the terms of the proposed
Final Judgment, Defendants may no longer exert control over these
venues and must allow the venues to conduct a new RFP process for
ticketing services if they wish to do so. Moreover, Defendants may not
engage in any form of content steering with respect to Divestiture
Venues. At both these venues and other Major Concert Venues, Defendants
may no longer enter into, and must either terminate or modify, any
exclusive or preferred booking agreements. Additionally, Defendants
must allow artists to rent large amphitheaters owned or controlled by
Defendants regardless of which promoter artists select; Defendants must
rent these venues on the same terms as other artists promoted by
Defendants, accounting for the nature of the particular show. This
section is designed to foster increased competition among promoters by
allowing artists to partner with their promoter of choice without fear
of being locked out of Major Concert Venues controlled by Live Nation
where fans wish to see them perform.
C. Anti-Conditioning, Anti-Retaliation, and Anti-Steering
Section VI of the proposed Final Judgment contains prohibitions
against Defendants engaging in any form of conditioning, steering, or
retaliation based on a venue's choice of or consideration of primary
ticketer. This section specifically forbids Defendants from retaliating
``in any way'' against a venue because Defendants know or believe that
venue is considering contracting with another primary ticketer. It also
prohibits Defendants from steering artists to venues based on the
identity of the primary ticketer or based on the ticketing revenues
Defendants receive from events at a venue, while allowing Defendants to
share truthful and non-misleading information about the capabilities of
ticketers engaged by the venue. These provisions are designed to
expand, clarify, and strengthen similar provisions contained in the
2020 Amended Final Judgment. Additionally, Paragraph VI(D) of the
proposed Final Judgment bars Defendants from engaging in conduct that
is materially the same as conduct prohibited by the proposed Final
Judgment, conduct designed to evade any obligation imposed by the
proposed Final Judgment, and conduct that evades or frustrates the
purposes of the proposed Final Judgment.
These provisions are intended to foster increased competition for
primary ticketing by prohibiting Defendants from using their monopoly
power in artist promotion and venue booking markets to distort the
competitive process or inhibit customer choice.
D. Firewalls
Section VII of the proposed Final Judgment requires Defendants to
maintain firewalls between their ticketing and promotions businesses,
similar to those Defendants were required to implement pursuant to the
2020 Amended Final Judgment.
E. Oak View Group Agreement
Section VIII of the proposed Final Judgment requires Defendants to
terminate their 2022 ticketing agreement with Oak View Group (``OVG''),
under which Defendants paid OVG millions of dollars to ``advocate'' to
flip venues managed by OVG to use Ticketmaster rather than their
existing primary ticketer. This section also requires Ticketmaster to
allow affected venues to conduct a new ticketing RFP after being made
aware of the terms of Defendants' agreement with OVG. Defendants are
prohibited from entering into similar agreements with venue managers in
the future.
F. Artist Transparency
Section IX of the proposed Final Judgment requires Defendants to
provide artists with ticketing data and information for those artists'
shows, both retrospectively and on an ongoing basis. This provision is
designed to allow artists to use that data to build their fan base and
promote future shows, regardless of which promoters or ticketers they
partner with going forward.
G. Reporting Obligations for Future Acquisitions
Section XIV of the proposed Final Judgment requires Defendants to
notify the United States in advance of acquiring, directly or
indirectly, in a transaction that would not otherwise be reportable
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, 15 U.S.C. 18a (the ``HSR Act''), any assets of or any 20% or
greater interest in any entity related to ticketing, promotions
services, or Major Concert Venues in the United States. Pursuant to the
proposed Final Judgment, Defendants must notify the United States of
such acquisitions as it would for a required HSR Act filing, as
specified in the Appendix to Part 803 of Title 16 of the Code of
Federal Regulations. The proposed Final Judgment further provides for
waiting periods and opportunities for the United States to obtain
additional information, analogous to the corresponding provisions of
the HSR Act, before such acquisitions can be consummated. Requiring
notification before Defendants' acquisition of an entity involved in
ticketing, promotions services, or venues will permit the United States
to assess the competitive effects of that acquisition before it is
consummated and, if necessary, seek to enjoin the transaction.
[[Page 41406]]
H. Monitor
Section XI of the proposed Final Judgment provides that the United
States may appoint a monitor who will have the power and authority to
investigate and report on Defendants' compliance with the terms of the
Final Judgment and the Stipulation and Order. These powers include the
ability to require Defendants to produce documents, to submit signed
affidavits, and to make employees available to sit for interviews,
including interviews conducted under oath. The monitor will not have
any responsibility or obligation for the operation of Defendants'
businesses. The monitor will serve at Defendants' expense, on such
terms and conditions as the United States approves, and Defendants must
assist the monitor in fulfilling his or her obligations. The monitor
will provide periodic reports to the United States and will serve until
the Final Judgement expires.
I. Compliance and Inspection
The proposed Final Judgment also contains provisions designed to
promote compliance with and make enforcement of the Final Judgment as
effective as possible.
Paragraph XVIII(A) allows the United States to re-open the case in
the future if it believes that Defendants have violated the Final
Judgment. If this occurs, the United States may seek additional relief
by showing by a preponderance of the evidence that the Final Judgment
did not redress the violations alleged in the Complaint and restore
competition.
Paragraph XVIII(B) provides that the United States retains and
reserves all rights to enforce the Final Judgment, including the right
to seek an order of contempt from the Court. Under the terms of this
section, Defendants have agreed that in any civil contempt action, any
motion to show cause, or any similar action brought by the United
States regarding an alleged violation of the Final Judgment, the United
States may establish the violation and the appropriateness of any
remedy by a preponderance of the evidence and that Defendants have
waived any argument that a different standard of proof should apply.
This provision aligns the standard for compliance with the Final
Judgment with the standard of proof that applies to the underlying
offenses that the Final Judgment addresses.
Paragraph XVIII(C) provides additional clarification regarding the
interpretation of the provisions of the proposed Final Judgment. The
proposed Final Judgment is intended to remedy the loss of competition
the United States alleges in the Complaint occurred due to Defendants'
conduct. Defendants agree that they will abide by the proposed Final
Judgment and that they may be held in contempt of the Court for failing
to comply with any provision of the proposed Final Judgment that is
stated specifically and in reasonable detail, as interpreted in light
of this procompetitive purpose.
Paragraph XVIII(D) provides that if the Court finds in an
enforcement proceeding that a Defendant has violated the Final
Judgment, the United States may apply to the Court for an extension of
the Final Judgment, together with such other relief as may be
appropriate. In addition, to compensate American taxpayers for any
costs associated with investigating and enforcing violations of the
Final Judgment, Paragraph XVIII(D) provides that, in any successful
effort by the United States to enforce the Final Judgment against a
Defendant, whether litigated or resolved before litigation, the
Defendant must reimburse the United States for attorneys' fees,
experts' fees, and other costs incurred in connection with that effort
to enforce this Final Judgment, including the investigation of the
potential violation.
Paragraph XVIII(E) requires Defendants to pay to the United States
a penalty of $5,000,000 for each violation of the Final Judgment
involving a Major Concert Venue. Acts directed toward different venues,
acts occurring in different contracting cycles, and conduct concerning
different artists each count as a separate violation of the Final
Judgment.
Paragraph XVIII(F) states that the United States may file an action
against a Defendant for violating the Final Judgment for up to four
years after the Final Judgment has expired or been terminated. This
provision is meant to address circumstances such as when evidence that
a violation of the Final Judgment occurred during the term of the Final
Judgment is discovered after the Final Judgment has expired or been
terminated or when there is not sufficient time for the United States
to complete an investigation of an alleged violation prior to
expiration or termination of the Final Judgment. This provision,
therefore, makes clear that, for four years after the Final Judgment
has expired or been terminated, the United States may still challenge a
violation that occurred during the term of the Final Judgment.
Finally, Section XX of the proposed Final Judgment provides that
the Final Judgment will expire eight years from the date of its entry,
except that certain provisions concerning conditioning and firewalls
will expire earlier upon a sale or divestiture of Ticketmaster.
IV. Remedies Available To Potential Private Plaintiffs
Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any
person who has been injured as a result of conduct prohibited by the
antitrust laws may bring suit in federal court to recover three times
the damages the person has suffered, as well as costs and reasonable
attorneys' fees. Entry of the proposed Final Judgment as to the United
States does not impair the bringing of any private antitrust damage
action.
V. Procedures Available for Modificationof the Proposed Final Judgment
The United States, Settling States, and Defendants have stipulated
that the proposed Final Judgment may be entered by the Court after
compliance with the provisions of the APPA, provided that the United
States has not withdrawn its consent. The APPA conditions entry upon
the Court's determination that the proposed Final Judgment is in the
public interest.
The APPA provides a period of at least 60 days preceding the
effective date of the proposed Final Judgment within which any person
may submit to the United States written comments regarding the proposed
Final Judgment. Any person who wishes to comment should do so within 60
days of the date of publication of this Competitive Impact Statement in
the Federal Register, or within 60 days of the first date of
publication in a newspaper of the summary of this Competitive Impact
Statement, whichever is later. All comments received during this period
will be considered by the U.S. Department of Justice, which remains
free to withdraw its consent to the proposed Final Judgment at any time
before the Court's entry of the Final Judgment. The comments and the
response of the United States will be filed with the Court. In
addition, the comments and the United States' response will be
published in the Federal Register unless the Court agrees that the
United States instead may publish them on the U.S. Department of
Justice, Antitrust Division's internet website.
Written comments should be submitted in English to:
David Teslicko, Acting Chief, Financial Services, Fintech, and
Banking Section, Antitrust Division, United States Department of
Justice, 450 Fifth St. NW, Suite 4000, Washington,
[[Page 41407]]
DC 20530, [email protected].
The proposed Final Judgment provides that the Court retains
jurisdiction over this action, and the parties may apply to the Court
for any order necessary or appropriate for the modification,
interpretation, or enforcement of the Final Judgment.\9\
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\9\ See Proposed Final Judgment, ECF No. 1523-2, Section XVII.
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VI. Alternatives to the Proposed Final Judgment
As an alternative to the proposed Final Judgment, the United States
considered completing the liability trial on the merits against
Defendants. The United States could have continued the litigation and,
upon a finding of liability, sought injunctive relief through
additional remedy proceedings. This proposed Final Judgment provides
relief designed to improve competition in markets, such as the artist
promotion and venue booking markets, for which the Court previously
granted Defendants' motion for summary judgment, over the United
States' objections. See ECF No. 1037. It also brings benefits to
competition sooner than would be expected after a full trial and
appeals. Based on the totality of circumstances, including the time,
expense, uncertainty, and risks associated with completing trial on the
merits and completing any possible appeals, and the benefits to
competition secured in the proposed Final Judgment, the United States
chose not to complete the full trial on the merits and ensuing remedies
proceeding and potential appeals.
VII. Standard of Review Under the Appa for the Proposed Final Judgment
Under the APPA, proposed Final Judgments, or ``consent decrees,''
in antitrust cases brought by the United States are subject to a 60-day
comment period, after which the Court shall determine whether entry of
the proposed Final Judgment ``is in the public interest.'' 15 U.S.C.
16(e)(1); see also United States v. Int'l Bus. Mach. Corp., 163 F.3d
737, 740 (2d Cir. 1998). In making that determination, the Court, in
accordance with the statute as amended in 2004, is required to
consider:
(A) the competitive impact of such judgment, including
termination of alleged violations, provisions for enforcement and
modification, duration of relief sought, anticipated effects of
alternative remedies actually considered, whether its terms are
ambiguous, and any other competitive considerations bearing upon the
adequacy of such judgment that the court deems necessary to a
determination of whether the consent judgment is in the public
interest; and
(B) the impact of entry of such judgment upon competition in the
relevant market or markets, upon the public generally and
individuals alleging specific injury from the violations set forth
in the complaint including consideration of the public benefit, if
any, to be derived from a determination of the issues at trial.
15 U.S.C. 16(e)(1)(A) & (B); see generally United States v. Keyspan,
763 F. Supp. 2d 633, 637-38 (S.D.N.Y. 2011) (discussing Tunney Act
standards). In considering these statutory factors, the Court's inquiry
is necessarily a limited one as the government is entitled to ``broad
discretion to settle with the defendant within the reaches of the
public interest.'' United States v. Microsoft Corp., 56 F.3d 1448, 1461
(D.C. Cir. 1995); accord United States v. Alex. Brown & Sons, Inc., 963
F. Supp. 235, 238 (S.D.N.Y. 1997), aff'd sub nom. United States v.
Bleznak, 153 F.3d 16 (2d Cir. 1998) (citing Microsoft, 56 F.3d at
1460); Keyspan, 763 F. Supp. 2d at 637 (same).
As the United States Court of Appeals for the District of Columbia
Circuit has held, under the APPA a court considers, among other things,
the relationship between the remedy secured and the specific
allegations in the government's Complaint, whether the proposed Final
Judgment is sufficiently clear, whether its enforcement mechanisms are
sufficient, and whether it may positively harm third parties. See
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the
relief secured by the decree, ``` [t]he Court's function is not to
determine whether the proposed [d]ecree results in the balance of
rights and liabilities that is the one that will best serve society,
but only to ensure that the resulting settlement is `within the reaches
of the public interest.''' United States v. Morgan Stanley, 881 F.
Supp. 2d 563, 567 (S.D.N.Y. 2012) (quoting Alex. Brown & Sons, 963 F.
Supp. at 238) (internal quotation marks omitted) (emphasis in
original). In making this determination, ``` [t]he [c]ourt is not
permitted to reject the proposed remedies merely because the [c]ourt
believes other remedies are preferable. [Rather], the relevant inquiry
is whether there is a factual foundation for the government's decisions
such that its conclusions regarding the proposed settlement are
reasonable.' '' Morgan Stanley, 881 F. Supp. 2d at 567 (citing United
States v. Abitibi-Consolidated Inc., 584 F. Supp. 2d 162, 165 (D.D.C.
2008)); see also United States v. Apple, Inc., 889 F. Supp. 2d 623, 631
(S.D.N.Y. 2012); Alex. Brown & Sons, 963 F. Supp. at 238.\10\ The
United States' predictions about the efficacy of the remedy are to be
afforded deference by the Court. Apple, 889 F. Supp. 2d at 631;
Microsoft, 56 F.3d at 1461 (noting the need for courts to be
``deferential to the government's predictions as to the effect of the
proposed remedies''); United States v. ArcherDaniels-Midland Co., 272
F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that the court should grant due
respect to the United States' prediction as to the effect of proposed
remedies, its perception of the market structure, and its views of the
nature of the case); United States v. Iron Mountain, Inc., 217 F. Supp.
3d 146, 152-53 (D.D.C. 2016) (``In evaluating objections to settlement
agreements under the Tunney Act, a court must be mindful that [t]he
government need not prove that the settlements will perfectly remedy
the alleged antitrust harms[;] it need only provide a factual basis for
concluding that the settlements are reasonably adequate remedies for
the alleged harms.'') (internal quotations omitted).
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\10\ See also United States v. Bechtel Corp., 648 F.2d 660, 666
(9th Cir. 1981) (``The balancing of competing social and political
interests affected by a proposed antitrust consent decree must be
left, in the first instance, to the discretion of the Attorney
General.''); see generally Microsoft, 56 F.3d at 1461 (discussing
whether ``the remedies [obtained in the decree are] so inconsonant
with the allegations charged as to fall outside of the `reaches of
the public interest''').
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``[A] proposed decree must be approved even if it falls short of
the remedy the court would impose on its own, as long as it falls
within the range of acceptability or is `within the reaches of public
interest.''' United States v. Am. Tel. & Tel. Co., 552 F. Supp. 131,
151 (D.D.C. 1982); Apple, 889 F. Supp. 2d at 637 n.10; see also United
States v. U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 74 (D.D.C. 2014)
(noting that room must be made for the government to grant concessions
in the negotiation process for settlements) (citing Microsoft, 56 F.3d
at 1461); Morgan Stanley, 881 F. Supp. 2d at 568 (approving the consent
decree even though the court may have imposed a greater remedy). To
meet this standard, ``it is necessary only that the submissions provide
an ample `factual foundation for the government's decisions such that
its conclusions regarding the proposed settlement are reasonable.' ''
Apple, 889 F. Supp. 2d at 639 (citing Keyspan, 763 F. Supp. 2d at 637-
38).
Moreover, the Court's role under the APPA is limited to reviewing
the remedy in relationship to the violations that the United States has
alleged in its Complaint, and does not authorize the
[[Page 41408]]
Court to ``construct [its] own hypothetical case and then evaluate the
decree against that case.'' Microsoft, 56 F.3d at 1459; see also Morgan
Stanley, 881 F. Supp. 2d at 567 (``A court must limit its review to the
issues in the complaint and give `due respect to the [Government's]
perception of . . . its case.' '') (citing Microsoft, 56 F.3d at 1461);
United States v. InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (D.D.C.
Aug. 11, 2009) (``[T]he `public interest' is not to be measured by
comparing the violations alleged in the complaint against those the
court believes could have, or even should have, been alleged'').
Because the ``court's authority to review the decree depends entirely
on the government's exercising its prosecutorial discretion by bringing
a case in the first place,'' it follows that ``the court is only
authorized to review the decree itself,'' and not to ``effectively
redraft the complaint'' to inquire into other matters that the United
States did not pursue. Microsoft, 56 F.3d at 1459-60.
In its 2004 amendments to the APPA, Congress made clear its intent
to preserve the practical benefits of using judgments proposed by the
United States in antitrust enforcement, Public Law 108-237 Sec. 221,
and added the unambiguous instruction that ``[n]othing in this section
shall be construed to require the court to conduct an evidentiary
hearing or to require the court to permit anyone to intervene.'' 15
U.S.C. 16(e)(2); see also Apple, 889 F. Supp. 2d at 633 (declining to
hold evidentiary hearing and finding ``[a] hearing would serve only to
delay the proceedings unnecessarily.''); U.S. Airways, 38 F. Supp. 3d
at 76 (stating that ``[a] court is not required to hold an evidentiary
hearing or to permit intervenors as part of its review under the Tunney
Act''). This language explicitly wrote into the statute what Congress
intended when it first enacted the Tunney Act in 1974. As Senator
Tunney explained: ``[t]he court is nowhere compelled to go to trial or
to engage in extended proceedings which might have the effect of
vitiating the benefits of prompt and less costly settlement through the
consent decree process.'' 119 Cong. Rec. 24,598 (1973) (statement of
Sen. John V. Tunney). Rather, the procedure for the public interest
determination is left to the discretion of the court, with the
recognition that the court's ``scope of review remains sharply
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC
Commc'ns, 489 F. Supp. 2d at 11; see also Apple, 889 F. Supp. 2d at 632
(``[P]rosecutorial functions vested solely in the executive branch
could be undermined by the improper use of the APPA as an antitrust
oversight provision or anti-takeover statute.'' (quoting United States
v. BNS Inc., 858 F.2d 456, 466 (9th Cir. 1988)). A court can make its
public interest determination based on the detailed allegations in the
Complaint, competitive impact statement, and response to public
comments alone. Apple, 889 F. Supp. 2d at 633; U.S. Airways, 38 F.
Supp. 3d at 76.
VIII. Determinative Documents
There are no determinative materials or documents within the
meaning of the APPA that were considered by the United States in
formulating the proposed Final Judgment.
Dated: June 29, 2026
Respectfully submitted,
FOR PLAINTIFF
UNITED STATES OF AMERICA:
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Andrew L. Kline
David M. Teslicko
United States Department of Justice, Antitrust Division, 450 Fifth
St. NW, Suite 4000, Washington, DC 20530, Telephone: (202) 549-6655,
Email: [email protected].
[FR Doc. 2026-13623 Filed 7-2-26; 8:45 am]
BILLING CODE 4410-11-P