Heublein, Inc. v. Federal Trade Commission

General Cinema Corporation (Cinema) bottled soft drinks and exhibited movies. On February 4, 1982, Cinema filed a premerger notification form with the Federal Trade Commission (FTC) (defendant), pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, seeking approval to acquire up to 49.9 percent of the common stock of Haublein, Inc. (plaintiff). Haublein produced and distributed specialty foods and spirits. The FTC found no reason to oppose the acquisition, i.e., the transaction was not anticompetitive, and allowed Cinema to consummate the acquisition. Under the Hart-Scott-Rodino Act, there was a prescribed waiting period of 30 days before acquisitions could be consummated, subject to the FTC’s authority to extend or reduce the waiting period. Cinema’s waiting period would expire on March 6, 1982. On March 2, 1982, Haublein filed a premerger notification form with the FTC, seeking approval to acquire up to 49.9 percent of Cinema’s common stock. Haublein requested an early termination of its waiting period so that it could purchase Cinema’s stock as soon as Cinema’s waiting period expired because there would be no anticompetitive effect and any delay would be contrary to the purposes of the act. Under an administrative agency’s guidance, requestors had to demonstrate a special business reason to justify a shorter waiting period. The FTC denied Haublein’s request for an early termination on the ground that Haublein failed to demonstrate a “special business reason” for an early termination. The FTC additionally stated that it wished to remain neutral between the parties. By March 12, 1982, Cinema had purchased many of its own shares, and Cinema’s directors were planning to increase their holdings, which had driven Cinema’s stock price to a record high. Haublein sued the FTC, seeking a temporary restraining order so that Haublein could consummate its purchase of Cinema stock as soon as possible.