'BA four' trial underlines risks for company directors
Until relatively recently, the implications of a UK competition investigation for individual company directors were limited to inconvenience, potential embarrassment and higher legal bills. At worst, an individual implicated in an infringement could lose his or her job. This is no longer the case. With the trial of the 'BA four' only weeks away, it is a good time to consider the risks that now exist for directors of companies implicated in anti-competitive behaviour. The essential facts are that, on 1 August 2007, the UK's Office of Fair Trading (OFT) announced that British Airways (BA) had admitted collusion with Virgin Atlantic Airways over long-haul passenger fuel surcharges, contrary to the Competition Act 1998, and had agreed to pay the OFT a penalty of £121.5m.
March 30, 2010 at 02:32 AM
4 minute read
Until relatively recently, the implications of a UK competition investigation for individual company directors were limited to inconvenience, potential embarrassment and higher legal bills. At worst, an individual implicated in an infringement could lose his or her job. This is no longer the case. With the trial of the 'BA four' only weeks away, it is a good time to consider the risks that now exist for directors of companies implicated in anti-competitive behaviour.
The essential facts are that, on 1 August 2007, the UK's Office of Fair Trading (OFT) announced that British Airways (BA) had admitted collusion with Virgin Atlantic Airways over long-haul passenger fuel surcharges, contrary to the Competition Act 1998, and had agreed to pay the OFT a penalty of £121.5m.
In August 2008, the OFT charged four senior BA executives with "dishonestly agreeing with others to make or implement arrangements that directly or indirectly fixed the price for the supply in the UK of passenger air transport services by British Airways and Virgin Atlantic Airways", contrary to section 188 of the Enterprise Act 2002. According to the OFT, the conversations from which the agreements allegedly arose took place between July 2004 and April 2006. All four individuals are pleading not guilty and all except one have now left the airline. As the whistleblower in this case, Virgin Atlantic will avoid fines and its employees will escape prosecution.
Since the OFT's announcement of its prosecution of the BA defendants, the Court of Appeal has upheld the OFT's power to pursue cartel offence cases by dismissing a technical challenge to its jurisdiction. The trial has now been fixed to start at Southwark Crown Court on 12 April. Since dishonesty is a key requirement for the offence, the extent to which the individuals concerned acted dishonestly in the context of the apparent discussions of fuel surcharge increases with their counterparts at Virgin Atlantic is likely to be a key focus of the trial.
In criminal law, dishonesty has objective and subjective elements, so the OFT will be required to prove both that the defendants acted dishonestly by the standards of reasonable and honest people and that they were aware at the time that what they were doing was dishonest by those standards.
A further reminder of the risks faced by company employees caught up in anti-competitive conduct was provided by a recent judgment in an unrelated case. In a novel claim for the English courts, three Safeway companies (now subsidiaries of Morrisons supermarkets) are suing a number of their ex-employees and ex-directors, as well as an ex-chairman, for losses that the companies have suffered as a result of an OFT investigation into agreements between a number of supermarkets and dairies to increase the price of milk. In a judgment on a preliminary issue handed down in January, the High Court confirmed that this claim could proceed. Its ultimate outcome will be closely watched by competition lawyers and company directors alike.
At a time when the increasingly punitive fines on companies for competition law infringements are being vocally attacked by those forced to pay them, it is interesting to see how the UK's greater focus on the role of individuals will play out – both in terms of ensuring compliance with the law and creating a competition culture. It is, in any event, bound to add to the concerns of already overburdened company directors.
Becket McGrath is a competition partner at Edwards Angell Palmer & Dodge.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View All'Almost Impossible'?: Squire Challenge to Sanctions Spotlights Difficulty of Getting Off Administration's List
4 minute read'Never Been More Dynamic': US Law Firm Leaders Reflect on 2024 and Expectations Next Year
7 minute readTrending Stories
- 1Call for Nominations: Elite Trial Lawyers 2025
- 2Senate Judiciary Dems Release Report on Supreme Court Ethics
- 3Senate Confirms Last 2 of Biden's California Judicial Nominees
- 4Morrison & Foerster Doles Out Year-End and Special Bonuses, Raises Base Compensation for Associates
- 5Tom Girardi to Surrender to Federal Authorities on Jan. 7
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250