Background
Plaintiffs filed a lawsuit under Section seven of the Clayton Antitrust Act seeking to block a merger between Albertsons and Kroger. After the Federal Trade Commission obtained a preliminary injunction against the merger, the companies abandoned the deal and withdrew their regulatory filings. The district court dismissed the case as moot and denied the plaintiffs’ motion for attorney’s fees.
The court’s reasoning
The court found the case moot because the sole purpose of the lawsuit was to enjoin the merger agreement, which no longer existed. The court further ruled that plaintiffs did not substantially prevail under the Clayton Act because they obtained no court-ordered change in the legal relationship between the parties. Additionally, the court noted that claims against Cerberus Capital Management were forfeited for lack of adequate development in the opening brief.
What it means going forward
Private individuals cannot claim attorney’s fees under the Clayton Act solely because a merger was abandoned in response to separate government litigation without obtaining a court order in their own case.