News

0710074
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS: William E. Kovacic, Chairman
Pamela Jones Harbour
Jon Leibowitz
J. Thomas Rosch
__________________________________________
 In the Matter of 
 
The Connecticut Chiropractic Association, 
a corporation, 
 and 

Docket No. C-4217
 
The Connecticut Chiropractic Council,  a corporation, 
and

Robert L. Hirtle, Esq., individually.

_________________________________________

COMPLAINT

 

 

Pursuant to the provisions of the Federal Trade Commission Act, as amended, 15 U.S.C.
§ 41 et seq., and by virtue of the authority vested in it by said Act, the Federal Trade Commission
(“Commission”), having reason to believe that the Connecticut Chiropractic Association
(“CCA”), the Connecticut Chiropractic Council (“CCC”), and Robert L. Hirtle, Esq., hereinafter
sometimes collectively referred to as “Respondents,” have violated Section 5 of the Federal
Trade Commission Act, 15 U.S.C. § 45, and it appearing to the Commission that a proceeding by
it in respect thereof would be in the public interest, hereby issues this Complaint stating its
charges in that respect as follows:

NATURE OF THE CASE

1. This matter concerns a series of agreements among competing chiropractors to
boycott American Specialty Health (“ASH”) to preclude ASH from administering a chiropractic
cost-savings benefits administration program on behalf of payors offering coverage for health
care services in the State of Connecticut. The chiropractors engaged in this conduct with and  
through their respective trade associations, CCA and CCC, CCA’s legal counsel, Robert L.
Hirtle, Esq., and through activities undertaken collectively among CCA, CCC, Mr. Hirtle, and
other licensed chiropractors in the State of Connecticut.

2. The Respondents’ illegal conduct had the purpose and effect of unreasonably
restraining prices and other forms of competition among hundreds of otherwise independent
chiropractors in the State of Connecticut.

RESPONDENTS

3. CCA is a not-for-profit corporation, organized, existing, and doing business under
and by virtue of the laws of the State of Connecticut, with its office and principal address at 2257
Silas Deane Highway, Rocky Hill, Connecticut 06067. CCA is a voluntary trade association
whose membership consists of approximately 375 chiropractors licensed to practice chiropractic
in the State of Connecticut.

4. CCC is a not-for-profit corporation, organized, existing, and doing business under
and by virtue of the laws of the State of Connecticut, with its office and principal address located
at 8 Tyler Avenue, Branford, Connecticut 06405. CCC is a voluntary trade association whose
membership consists of approximately 150 chiropractors licensed to practice chiropractic in the
State of Connecticut.
5. Mr. Hirtle was legal counsel for CCA at all times relevant herein. His principal
address is 185 Asylum Street, Hartford, Connecticut 06103.

JURISDICTION

6. CCA is organized for the purpose, among others, of serving the interests of its
members. CCA exists and operates, and at all times relevant to this Complaint has existed and
operated, in substantial part for the pecuniary benefit of its members.

7. CCC is organized for the purpose, among others, of serving the interests of its
members. CCC exists and operates, and at all times relevant to this Complaint has existed and
operated, in substantial part for the pecuniary benefit of its members.

8. At all times relevant to this Complaint CCA chiropractors and CCC chiropractors
have been engaged in the business of providing chiropractic services for a fee. Except to the
extent competition has been restrained as alleged herein:
a. CCA chiropractors have been and are in competition with other CCA
chiropractors for the provision of chiropractic services in areas throughout
the State of Connecticut;
 b. CCC chiropractors have been and are in competition with other CCC
chiropractors for the provision of chiropractic services in areas throughout
the State of Connecticut; and
c. CCA chiropractors and CCC chiropractors have been and are in
competition with each other, and with other chiropractors, for the
provision of chiropractic services in areas throughout the State of
Connecticut.

9. All Respondents are “persons” or “corporations” within the meaning of Section 4
of the Federal Trade Commission Act, as amended, 15 U.S.C. § 44.

10. The general business practices of Respondents, including the acts and practices
alleged herein, affect the interstate movement of patients, the interstate purchase of supplies and
products, and the interstate flow of funds, and are in or affect “commerce” as defined in the
Federal Trade Commission Act, as amended, 15 U.S.C. § 44.

OVERVIEW OF CHIROPRACTOR CONTRACTING WITH PAYORS

11. Individual chiropractors and chiropractic group practices contract with payors of
health care services and benefits, including insurance companies, managed care organizations,
health care benefits organizations, and others, to establish the terms and conditions, including
price terms, under which the chiropractors will render their professional chiropractic services to
the payors’ enrollees. Chiropractors and chiropractic group practices entering into such contracts
often agree to accept lower compensation from payors in order to obtain access to additional
patients made available by the payors’ relationship with the covered individuals. These contracts
may reduce payors’ costs and enable them to lower the price of insurance or of providing health
benefits, thereby resulting in lower health care costs for covered individuals.

12. Absent anticompetitive agreements among them, otherwise competing
chiropractors and chiropractic group practices unilaterally decide whether to enter into contracts
with payors to provide services to individuals covered by a payor’s programs, and what prices
and other terms they will accept as payment for their services pursuant to such contracts.

ASH CHIROPRACTIC COST-SAVINGS PROGRAM

13. ASH is a health care benefits organization that offers a chiropractic cost-savings
benefits administration program to payors nationwide, including payors in the State of
Connecticut. The purpose of the program is to improve the efficiency, increase the quality, and
reduce the cost of providing chiropractic care to the payors’ enrollees.

14. Under the program, payors delegate the management of chiropractic services and
benefits for their enrollees to ASH. ASH contracts with chiropractors to provide chiropractic
 services to the payors’ enrollees under the cost-savings program. In addition to its chiropractor
network, ASH administers chiropractic benefits, including utilization management, credentialing,
claims processing, and other management services, for payors under the program.

ANTICOMPETITIVE CONDUCT

15. CCA acted in conspiracy with its members, CCC acted in conspiracy with its
members, and CCA, CCC, and their members acted in conspiracy with each other. Through their
joint agreements, CCA, CCC, and their respective members, restrained competition by, among
other things, collectively agreeing to boycott ASH. The purpose and effect of the boycott was to
prevent ASH from providing its cost-savings chiropractic benefits administration program to
Anthem Blue Cross and Blue Shield of Connecticut (“Anthem”), CIGNA HealthCare
(“CIGNA”), Empire Blue Cross Blue Shield (“Empire”), and other payors.

16. Mr. Hirtle acted to restrain competition by, among other things, encouraging,
facilitating, and implementing agreements, among competing CCA and CCC chiropractors, and
other chiropractors licensed in the State of Connecticut, to boycott ASH to prevent ASH from
providing its chiropractic cost-savings program to Anthem, CIGNA, Empire, and other payors.

17. In furtherance of the combinations and agreements, CCA, CCC, and Mr. Hirtle
engaged in a campaign through meetings and other communications to encourage and assist
chiropractors in the State of Connecticut to boycott ASH. CCA and CCC urged their respective
members and other chiropractors licensed in the State of Connecticut to “take a stand and resign”
from ASH. The communications conveyed the message, “united we stand, divided we fall.”

18. During these meetings and through other communications, CCA and CCC
chiropractors discussed with each other their dissatisfaction with ASH’s price terms and
utilization management requirements for chiropractic services. The chiropractors repeatedly
incited each other to unite in their fight to defeat the ASH program through communications that
included the following:
a. “We all need to unite on this issue.”
b. “We must band together.”
c. “Get [ASH] out of this state!”

CCA AND CCC CHIROPRACTORS COLLECTIVELY AGREE
TO OPT OUT OF ASH’S CHIROPRACTIC NETWORK FOR ANTHEM

19. Anthem entered into an arrangement with ASH in early 2006 under which ASH
agreed to provide a chiropractic provider network and administer chiropractic benefits for
Anthem enrollees.
 

20. The arrangement required ASH to contract with a minimum of 80 percent of the
chiropractors who were members of Anthem’s existing chiropractic provider network to ensure
adequate coverage of chiropractic services for Anthem enrollees in the State of Connecticut.
ASH’s existing chiropractic network included approximately 40 percent of the chiropractors in
Anthem’s chiropractic network. Therefore, ASH needed to contract with an additional 40
percent of the chiropractors in Anthem’s network.

21. On July 28, 2006, ASH notified chiropractors that the arrangement with Anthem
was effective November 1, 2006. ASH also provided applications and contracting materials to
the chiropractors. The chiropractors who already were members of ASH’s network had the
opportunity to “opt out” of the ASH network for Anthem.

22. In response, CCA, CCC, and Mr. Hirtle organized monthly meetings starting in
August, 2006, for all licensed chiropractors in the State of Connecticut to discuss their concerns
regarding the ASH program and provide instructions on how to opt out of the ASH program.

23. CCA and CCC distributed a model opt-out letter to the chiropractors to notify
ASH that the chiropractors elected not to participate in the ASH chiropractic network for
Anthem. CCA and CCC also instructed the chiropractors to send copies of the signed opt-out
letters to Mr. Hirtle. The chiropractors sent opt-out letters to ASH using the model CCA and
CCC had provided to them.

24. Mr. Hirtle regularly circulated written updates to the chiropractors informing them
of how many chiropractors had opted out of the ASH network. He also advised them on how
many more chiropractors needed to opt out to ensure that ASH would not meet the minimum
number of chiropractors required to have a sufficient network under the ASH/Anthem
arrangement.

25. Mr. Hirtle also encouraged the chiropractors to refuse to participate in the
ASH/Anthem program. Throughout the fall of 2006, he told them:
a. “There need to be 60 more resignations to cripple the ASH provider list.”
b. “We need 50 more to destroy the panel.”
c. “A little more effort and we will be there.”
d. “The list is now 18 [chiropractors]. 5 Counties out 100%. A great victory
for Chiropractic!”
e. “It would be nice to get 100% out in Hartford and New Haven Counties
tomorrow. ”
 
26. During this time, CCA and CCC conveyed the concerns of their members
regarding the ASH fee schedule and utilization management requirements to ASH. In September
2006, CCA and CCC informed ASH that the chiropractors were “grateful that everyone at ASH
[was] critically re-thinking things such as the fee schedule.” Faced with numerous opt-outs and
concerns about the program, ASH sent a revised offer to the chiropractors with an increase in the
fee schedule on September 19, 2006.

27. Dissatisfied with ASH’s revised offer, CCA, CCC, and Mr. Hirtle continued their
efforts to persuade the chiropractors not to contract with ASH or, if they were currently members
of ASH’s existing network, to opt out of ASH’s network for Anthem. In response, the
chiropractors continued sending their opt-out letters to ASH to reject the revised offer.

28. As a consequence of the boycott, all but four chiropractors opted out of ASH’s
chiropractic network for Anthem, and the network had no chiropractors in seven out of the eight
counties in the State of Connecticut. The boycott succeeded in defeating the ASH network and
forcing Anthem and ASH to cancel their arrangement as of December 1, 2006.

CCA AND CCC CHIROPRACTORS COLLECTIVELY TERMINATE THEIR
PARTICIPATION FROM ASH’S PROGRAM FOR CIGNA ENROLLEES

29. ASH entered into an agreement with CIGNA in 2000 to provide a chiropractic
provider network and administer chiropractic benefits for CIGNA enrollees in the State of
Connecticut.

30. During the time CCA chiropractors and CCC chiropractors were opting out of the
ASH chiropractic program for Anthem, they also collectively decided to terminate their existing
relationship with the ASH chiropractic program for CIGNA.

31. Communications among the chiropractors included the warning that “[o]pting out
of ASH/Anthem but staying with ASH/CIGNA sends a message of weakness and furthermore
strengthens their position in our state. By not resigning completely we have to continue opting
out of every new plan they try to pass . . . . Just Resign!!”

32. CCA and CCC echoed this rallying cry for action through their communications
with the chiropractors. CCC told the chiropractors, “There is no option except for ASH to get
out of Connecticut. No more negotiations. No more new contracts.”

33. Following these communications, the chiropractors sent letters to ASH
terminating their participation in the ASH program for CIGNA.

34. In November 2006, Mr. Hirtle announced that the chiropractors had “voted
overwhelmingly” to terminate their participation in the ASH program for CIGNA.
 
35. The terminations forced CIGNA to develop its own chiropractic network to
continue to provide adequate chiropractic coverage to its enrollees.

CCA AND CCC CHIROPRACTORS CONSPIRE TO BOYCOTT EMPIRE

36. ASH manages chiropractic benefits for Empire enrollees in the State of New
York. Empire also has enrollees who reside in Connecticut, but obtain health coverage from
their employers in New York. ASH attempted to contract with chiropractors in Connecticut to
provide chiropractic services to Empire enrollees residing in Connecticut.

37. At a meeting in December 2006, CCA and CCC chiropractors discussed ASH’s
offer to provide services to Empire enrollees. CCA and CCC advised their members that if they
did not want to participate in the ASH program for Empire, they should send a letter to ASH
declining the offer and provide a copy of the letter to Mr. Hirtle. Following the meeting, many
CCA and CCC members sent opt-out letters to Empire.

38. In January 2007, CCA informed all chiropractors in Connecticut that an
insufficient number of chiropractors agreed to join ASH’s chiropractic network for Empire
enrollees residing in Connecticut. The collective conduct of the chiropractors forced ASH to
abandon its efforts to contract with chiropractors in Connecticut.

RESPONDENTS’ CONDUCT IS NOT LEGALLY JUSTIFIED

39. Respondents have not identified any reason for the agreement among CCA and
CCC chiropractors to boycott ASH, and Mr. Hirtle’s activities to encourage, facilitate, and help
implement the boycott, other than to prevent ASH from managing chiropractic benefits on behalf
of payors and their enrollees in Connecticut.

40. Neither CCA nor CCC has undertaken any programs or activities that create any
integration among their members in the delivery of chiropractic services. Members do not share
any financial risk in providing chiropractic services, do not collaborate in a program to monitor
and modify clinical practice patterns of their members to control costs and ensure quality, or
otherwise integrate their delivery of care to patients.

41. Respondents’ conduct described above has not been, and is not, reasonably related
to any efficiency-enhancing integration among the chiropractor members of CCA and CCC, or
between CCA and CCC and their respective members.
 
ANTICOMPETITIVE EFFECTS

42. Respondents’ actions described in paragraphs 15 through 41 of this Complaint
have had the effect of restraining trade unreasonably and hindering competition in the provision
of chiropractic services in areas throughout the State of Connecticut in the following ways,
among others:
a. unreasonably restraining price and other forms of competition among
chiropractors;
b. increasing costs for chiropractic care;
c. depriving payors and individual consumers access to chiropractic services
cost-savings programs; and
d. depriving payors and individual consumers of the benefits of competition
among chiropractors.

43. The combination, conspiracy, acts, and practices described above constitute unfair
methods of competition in violation of Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. § 45. Such combination, conspiracy, acts, and practices, or the effects
thereof, are continuing and will continue or recur in the absence of the relief herein requested.

WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission on
this fourteenth day of April, 2008, issues its Complaint against Respondents Connecticut
Chiropractic Association, Connecticut Chiropractic Council, and Robert L. Hirtle, Esq.

By the Commission.
Donald S. Clark
Secretary
SEAL

 

 

 Attorney General Connecticut - Stipulated Judgements & Releases RE: ASH

 

 

 

RETURN DATE: MARCH 25, 2008
STATE OF CONNECTICUT : SUPERIOR COURT
Plaintiff, :
: HARTFORD JUDICIAL DISTRICT
v. : AT HARTFORD
:
CONNECTICUT CHIROPRACTIC :
ASSOCIATION, INC.; :
CONNECTICUT CHIROPRACTIC :
COUNCIL, INC.; and :
ROBERT L. HIRTLE, JR. :
Defendants. : MARCH 5,2008

STIPULATED JUDGMENT AND RELEASE AS TO THE
DEFENDANT CONNECTICUT CHIROPRACTIC COUNCIL, INC.

 

 

The Office of the Attorney General (“OAG”) and the Connecticut Chiropractic Council, Inc. (“CCC”) hereby stipulate, agree and enter into the following Stipulated Judgment and Release (the “Judgment”) as follows:

Section A: Preamble

1. The CCC is a corporation organized under the laws of the State of Connecticut, and has its principal place of business in Branford, Connecticut.

2. Pursuant to Conn. Gen. Stat. § 35-32, Richard Blumenthal, Attorney General of the State of Connecticut, conducted an antitrust investigation into allegations that CCC and Connecticut Chiropractic Association, Inc. (“CCA”) members conspired among themselves and conspired with others including Robert L. Hirtle, Jr. (“Hirtle”), an individual in Hartford, Connecticut who is a practicing attorney, to restrain competition by, among other things, encouraging, facilitating, entering into, and implementing agreements, express or implied, among its members and others to fix or increase the prices paid for chiropractic services, and to boycott third-party payers to obtain higher reimbursement for chiropractic services (hereinafter, the “OAG’s Investigation”).

3. As a result of the OAG’s Investigation, the OAG has reason to believe that the CCC, by and through its officers, members, and employees, violated the Connecticut Antitrust Act, Conn. Gen. Stat. § 35-24, et seq. Specifically, the OAG has reason to believe that the CCC, acting in concert with co-conspirators Connecticut Chiropractic Association (“CCA”) and Robert L. Hirtle (“Hirtle”), restrained competition by, among other things, encouraging, facilitating, entering into, and implementing agreements, express or implied, among the CCC’s members and Hirtle to coordinate a group boycott of American Specialty Health (“ASH”) in order to obtain higher reimbursement for chiropractic services.

4. For the purposes of this Judgment, the following definitions shall apply:
a. “Connecticut Chiropractic Association, Inc.” or the “CCA” means the Connecticut Chiropractic Association, its directors, officers, employees, agents and representatives, predecessors, successors, and assigns; its subsidiaries, divisions, groups, and affiliates, controlled by the CCA, and the respective directors, officers, employees, agents and representatives, successors, and assigns of each. This definition expressly excludes the CCA’s members.
b. “Connecticut Chiropractic Council” or “CCC” means the Connecticut Chiropractic Council, its directors, officers, employees, agents and representatives, predecessors, successors, and assigns; its subsidiaries, divisions, groups, and affiliates, controlled by the CCC, and the respective directors, officers, employees,
agents and representatives, successors, and assigns of each. This definition expressly excludes the CCC’s members.
c. “Robert L. Hirtle” or “Hirtle” was the CCA’s legal counsel at all times relevant herein. His principal address is 185 Asylum Street, Hartford, CT 06103.
d. “Chiropractor” means a person licensed to engage in that branch of the healing arts as defined in Conn. Gen. Stat. § 20-24.
e. “Panel” means the list or group of providers that have entered into a participation agreement with the payer to deliver health care services to enrollees of the health service, benefit plan, or payer.
f. “Participation agreement” means any agreement between a payer and a provider in which the payer agrees to pay the provider for the provision of health care services, and in which the provider agrees to accept payment from the payer for the provision of health care services.
g. “Payer” means any person that purchases, reimburses for, or otherwise pays for all or part of any health care services, including, but not limited to, chiropractic services, for itself or for any other person. “Payer” includes, but is not limited to, any health insurance company; preferred provider organization; prepaid hospital, medical, or other health service plan; health maintenance organization; government health benefits program; employer or other person providing or administering self-insured health benefits programs; and patients who purchase health care for themselves.
h. “Person” means both natural persons and artificial persons, including, but not limited to, corporations, unincorporated entities, partnerships, and governments.
 i. “Preferred provider network” is an entity that pays claims for the delivery of health care services, accepts financial risk for the delivery of health care services and establishes, operates or maintains an arrangement or contract with providers relating to (1) the health care services rendered by the providers, and (2) the amounts to be paid to the providers for such services. A preferred provider network is not a managed care network.
j.  “Provider” means any person including, but not limited to, chiropractors, physicians, and hospitals, that supplies health care services to any other person.
k. “Reimbursement” means any payment, whether cash or non-cash, or other benefit received for the provision of chiropractic goods and services.

Section B: Investigation

1. Based upon the OAG’s Investigation, including a thorough review of the documents provided by the parties, the OAG has filed a complaint against co-conspirators CCC, CCA, and Hirtle, in which allegations of violations of the antitrust law uncovered through the OAG’s Investigation are set forth, (hereinafter “the Complaint”). The Complaint is attached as Appendix A hereto.

2. The CCC denies all of the OAG’s allegations including those made in the Complaint and those made in this Stipulated Judgment and Release.

Section C: Terms and Conditions

NOW THEREFORE, for and in consideration of the representations in the Preamble set forth above, Section A, supra, and the mutual promises, covenants and obligations set forth below, and for the good and valuable consideration as stated herein, the receipt and sufficiency of which is hereby acknowledged, the OAG and the CCC agree as follows:

The Settlement Payment

1. The CCC agrees to pay the State of Connecticut the total sum of Twenty Thousand Dollars ($20,000) as a civil penalty in full and final settlement of all allegations and potential claims related to the OAG’s Investigation (the “Settlement Amount”). The CCC shall make payment of the Settlement Amount by certified check or bank teller check made payable to “Treasurer of the State of Connecticut” and delivered to Michael Cole, Chief, Antitrust Department, Office of the Attorney General, 55 Elm Street, Hartford, CT 06106. The CCC shall make its payment in three equal installments, the first no later than five (5) business days from the Effective Date of this Judgment, and the second six (6) months after the Effective Date of this Judgment, and the third twelve (12) months after the Effective Date of this Judgment.
The CCC’s Assurances

2. The CCC commits that it shall not engage or attempt to engage in violations of Conn. Gen. Stat. §§ 35-24 et seq. (the Connecticut Antitrust Act). Specifically it agrees that it will cease and desist from:
a. Entering into, adhering to, participating in, maintaining, organizing, implementing, enforcing, or otherwise facilitating any combination, conspiracy, agreement, or understanding between or among any chiropractors:
i. To negotiate on behalf of any chiropractor with any payer regarding any term, condition, or requirement upon which any chiropractor deals, or is willing to deal, with any payer, including, but not limited to, price terms; or
ii. To deal, refuse to deal, or threaten to refuse to deal with any payer.
b. Requesting, proposing, urging, advising, recommending, advocating, or attempting to persuade in any way any chiropractor to deal or not deal with a payer, or accept or not accept the terms or conditions, including, but not limited to, price terms, on which the chiropractor is willing to deal with a payer;
c. Exchanging or facilitating in any manner the exchange or transfer of information among chiropractors concerning any chiropractor’s willingness to deal with a payer, or the terms or conditions, including price terms, on which the chiropractor is willing to deal with a payer;
d. Organizing, sponsoring, facilitating or participating in any meeting or discussion that the CCC expects or reasonably should expect will facilitate communications concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;
e. Continuing a formal or informal meeting that the CCC expects or reasonably should expect will facilitate communications concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;
f. Continuing a formal or informal meeting of chiropractors after any person makes any statement concerning one or more chiropractors’ intentions or decisions, that if agreed to would violate this Judgment, unless the CCC immediately ejects such person from the meeting;
g. Continuing a formal or informal meeting where the CCC knows or reasonably should know that two or more persons are communicating concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement; or
h. Attempting to engage in any action prohibited by this Judgment; and
i. Encouraging, suggesting, advising, pressuring, inducing, or attempting to induce any person to engage in any action that, if taken by the CCC, would be prohibited by this Judgment.

3. The CCC agrees that it will establish and maintain an antitrust training and education program, completion of which will be required for all officers, members, and employees of the CCC. Within thirty (30) days of the effective date of this Judgment, the CCC shall submit to the OAG a draft of the intended training and education program for review and approval by OAG prior to implementation.

4. The training and education program shall be designed to cover, at a minimum, compliance with federal and state antitrust laws.

5. The CCC agrees that for a period of five (5) years from the date of this Judgment, the CCC shall:
a. Maintain a copy of each document distributed at each meeting of the CCC’s board of directors, the CCC district meeting, or seminar or training session sponsored in whole or in part by the CCC for a period of five (5) years from the date of distribution, along with records showing the date of the meeting or seminar at which the document was distributed; and
b. Maintain a copy of each document relating to the CCC’s compliance with the antitrust training and education program required by this Judgment and which is distributed to any CCC member or members for a period of five (5) years from the last date of its distribution, along with records showing the date(s) of distribution and each person to whom the document was distributed.

6. The CCC agrees that within thirty (30) days of this Judgment it will provide a dated and signed notification letter in the form set forth in Appendix B of this Judgment along with a copy of the Complaint and Judgment in this matter to each of the following:
a. Current officers and directors, and to each other agent, representative, or employee of the CCC whose activities are affected by this Judgment, or who has responsibilities with respect to the subject matter of this Judgment;
b. Current members; and
c. The payers listed on Appendix C.

7. The CCC agrees that for a period of five (5) years after the date of this Judgment, and within thirty (30) days of the date that the person assumes such position, it will distribute a dated and signed notification letter in the form set forth in Appendix B of this Judgment, along with a copy of the Complaint and Judgment in this matter, to each new officer and director of the CCC, and to each other new agent, representative, or employee of the CCC whose activities are affected by this Judgment, or who has responsibilities with respect to the subject matter of this Judgment.

8. The CCC agrees that for a period of five (5) years after the date that this Judgment becomes final, it will provide each new member with a dated and signed notification letter in the form set forth in Appendix B of this Judgment, along with a copy of the Judgment and attached Complaint in this matter, within thirty (30) days of the new member’s admission to the CCC

9. The CCC agrees that it will publish a notification letter in the form set forth in Appendix B of this Judgment, along with a copy of this Judgment and the attached Complaint, on the CCC website no later than fourteen (14) days after the date of this Judgment and such letter shall remain on the website for a period of five (5) years.

10. The CCC agrees that it shall notify the OAG at least thirty (30) days prior to any proposed material change in the CCC, such as a petition for bankruptcy commenced by CCC, dissolution, assignment, sales resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries. The CCC agrees that it shall notify the OAG as soon as reasonable, no later than five (5) business days after a petition for bankruptcy filed against CCC.

11. For ten (10) years after the Effective Date of this Judgment, on or before its anniversary date, the CCC shall certify to the OAG:
a. Whether it has complied with each term and condition set forth in Sections C .1 and C.2 of this Judgment;
b. Whether it has complied with the provisions of Sections C.3 through C.10 herein regarding notification of this Judgment and regarding antitrust compliance training; and
c. The names of the current officers, directors, and key employees of the CCC.

The OAG’s Release of the CCC

12. The OAG does hereby fully and finally release the CCC and its members, who were members during the period August 1, 2006 through the Effective Date of this Judgment, from any civil claim, action, suit or proceeding the OAG has asserted for the antitrust violations alleged in the Complaint filed by OAG and attached hereto as Appendix A. The payment of the civil penalty required by this Judgment fully discharges the CCC from any obligation to pay restitution, additional civil penalties, and costs and expenses of litigation, including attorneys’ fees, to the State of Connecticut pursuant to the antitrust violations alleged in the Complaint attached hereto as Appendix A.

Notice to Parties

13. Unless otherwise stated in writing subsequent to the Effective Date of this Judgment, all notifications and communications made pursuant to this Judgment shall be submitted to the persons listed below:

a. For the OAG:

Michael Cole, Assistant Attorney General
Chief, Antitrust Department
Office of the Attorney General
55 Elm Street
Hartford, CT 06106
(860) 808-5040
fax (860) 808-5033
Michael.Cole@po.state.ct.us
 
b. For the CCC:

Eric Wiechmann, Esq.
McCarter & English, LLC
CityPlace I
185 Asylum Street
Hartford, CT 06103
(860) 275-6700
fax (860) 724-3397
EWiechmann@mccarter.com

President
Connecticut Chiropractic Council
8 Tyler Avenue
Branford, CT 06405
(203) 410-1692
fax (866) 833-9394

Cooperation with the OAG

14. The CCC commits that the CCC and its parent corporation(s), subsidiaries and affiliates, predecessors, successors and assigns shall fully and promptly cooperate with the OAG with regard to the OAG’s Investigations, and related proceedings and actions, of any other person, corporation or entity. The CCC commits that the CCC and any subsidiaries and affiliates, predecessors, successors or assigns shall use their reasonable best efforts to ensure that all its officers, directors, members, employees, and agents also fully and promptly cooperate with the OAG’s Investigation and related proceedings and actions, except to the extent any such persons are represented by separate counsel.
 
15. Cooperation with the OAG’s Investigation shall include without limitation, the following:
a. The CCC shall accept service of subpoena(s) and shall produce pursuant thereto any information and all documents or tangible evidence reasonably requested by the OAG and any compilation or summaries of information or data that the OAG reasonably requests be prepared;
b. Except to the extent such persons are represented by separate counsel, the CCC shall use reasonable best efforts to cause its officers, directors, employees and agents to attend any proceedings at which the presence of any such persons is reasonably requested by the OAG and use its reasonable best efforts to have such persons answer any and all inquiries that may be put by the OAG (or any of the OAG’s deputies, assistants or agents) to any of them at any proceedings or otherwise (“proceedings” include but are not limited to any meetings, interviews, depositions, hearings, trial or other proceedings);
c. The CCC shall fully, fairly and truthfully disclose all information and produce all records and other evidence in its possession relevant to all inquiries reasonably made by the OAG concerning the OAG’s Investigation;
d. In the event any document is withheld or redacted on grounds of privilege, a written statement shall be submitted to the OAG by the CCC indicating:
i. The type of document;
ii. The date of the document;
iii. The author and recipient of the document;
iv. The general subject matter of the document;
v. The reason for withholding the document; and
vi. The number of pages of the document with their bates numbers or range of Bates numbers.

16. Nothing herein shall prevent the CCC and its successors and assigns from providing such evidence to other regulators, or as otherwise required by law.
Miscellaneous Provisions

17. This Judgment shall be governed by the laws of the State of Connecticut. The Court has jurisdiction over the subject matter of this Judgment and over each of the parties.

18. Nothing in this Judgment shall be construed to create a waiver of the State of Connecticut’s sovereign immunity.

19. The exclusive jurisdiction for resolving any disputes under this Judgment shall be the Superior Court of the State of Connecticut, Judicial District of Hartford.

20. This Judgment constitutes the complete agreement between the OAG and the CCC and may not be amended except by a writing signed by the OAG and the CCC and entered by the Court.

21. The bold-faced paragraph captions in this Judgment are for convenience only and do not add to, detract from or change the substantive language or terms of this Judgment.
 
22. The undersigned individuals signing this Judgment on behalf of the CCC represent and warrant that they are duly authorized by the CCC to execute this Judgment.

23. The undersigned individual signing this Judgment on behalf of the OAG represents that he is signing this Judgment in his official capacity and that he is duly authorized to execute this Judgment.

24. The OAG and the CCC agree that should any nonmaterial portion or portions of this Judgment be found to be void, unenforceable or otherwise invalid by any court of competent jurisdiction after the exhaustion of all rights to appeal, the entire Judgment shall not be nullified and such invalid portion or portions shall be severed from the remainder of the Judgment as if they had never been entered into and the remainder of the Judgment shall be enforced.

25. This Judgment may be executed in counterparts, each of which shall constitute an original and all of which shall be deemed to constitute one and the same agreement.

26. The Effective Date of this Judgment shall be the date upon which all of the Parties below have executed this Judgment.

27. The CCC is entering into this Judgment without trial or adjudication of any issue of fact or law. No part of this Judgment shall constitute evidence against the CCC with respect to any issue of law or fact. No part of this Judgment shall be treated or construed as an admission of liability or wrongdoing by the CCC.

28. Nothing in this Judgment is intended to or shall be construed to restrict the CCC’s exercise of its rights under the Noerr-Pennington doctrine and the First Amendment.

29. The terms of this Judgment shall terminate on March 5, 2028.

IN WITNESS WHEREOF, the OAG and the CCC set their hands and seals on
the dates set forth below:

The Office of the Attorney General
RICHARD BLUMENTHAL
Attorney General
State of Connecticut
By
____________________________________ Date: ________________
Michael E. Cole, Assistant Attorney General
Chief, Antitrust Department
Office of the Attorney General
Connecticut Chiropractic Council, Inc.
By
____________________________________(Seal) Date: ________________
David Steinberg, D.C.
President
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APPENDIX B
[Connecticut Chiropractic Council Letterhead]

To Whom It May Concern:

The Connecticut Chiropractic Council (“CCC”) has entered into an a Stipulated Judgment and Release (the “Judgment”) with the Office of the Attorney General of Connecticut (“OAG”) to settle allegations that the CCC, acting in combination with the Connecticut Chiropractic Association (“CCA”) and Robert L. Hirtle (“Hirtle”), violated the antitrust laws by, among other things, conspiring to fix or increase prices paid for chiropractic services and to boycott third-party payers. The CCC has expressly denied those allegations and has made no admission of liability or wrongdoing. As part of the Judgment, the CCC is required to notify each of its officers and directors, its agents, representatives and employees who have responsibilities with respect to the subject matter of the Judgment, its members, and third party payers of the Judgment, and to provide each such person a copy of the Judgment and the Complaint in this matter.

Under the terms of the Judgment, the CCC is prohibited from:

1. Fixing prices or encouraging others to fix prices for any chiropractic good or service;

2. Organizing, participating in, or enforcing any agreement (a) to negotiate on behalf of any chiropractor or group of chiropractors regarding any term, condition, or requirement of dealing with any payer or provider; or (b) to deal or refuse to deal with, boycott or threaten to boycott, any payer or provider;

3. Advising, recommending, advocating, or attempting to persuade in any way any chiropractor to accept or not accept any aspect, term or condition of any existing or proposed participation agreement;

4. Soliciting or communicating any chiropractor’s views, decisions or intentions concerning his or her willingness or intent to enter into any participation agreement;

5. Organizing, sponsoring, facilitating or participating in any meeting or discussion that the CCC expects or reasonably should expect will facilitate communications concerning any chiropractor’s intentions with respect to entering into any participation agreement;

6. Encouraging or assisting any person to take any action that, if taken by the CCC would violate this order;
 

7. Continuing any meeting at which one or more chiropractors has made any statement concerning his or her intentions or decisions with respect to entering into any existing or proposed participation agreement. If one chiropractor expresses his or her intentions or decisions regarding whether to enter into a participation agreement, the CCC is required to eject such person forthwith from the meeting or discussion. If two or more chiropractors express such intentions or decisions the CCC is to terminate the meeting forthwith.

In addition, the CCC is required, under the terms of the Judgment, to maintain records, including, but not limited to, retaining copies of all materials distributed at CCC meetings and seminars sponsored by the CCC. The CCC must maintain other records as specified in the Judgment, along with a record of its distribution.
Copies of the Complaint and Judgment are enclosed.
/s/

President
Connecticut Chiropractic Council
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APPENDIX C

Aetna, Inc.
151 Farmington Avenue
Hartford, CT 06156

Anthem Blue Cross and Blue Shield
Operations Center and East Headquarters
370 Bassett Road
North Haven, CT 06473

CIGNA Corporate Headquarters
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192

ConnectiCare
175 Scott Swamp Road
P.O. Box 4050
Farmington, CT 06034-4050

Empire BlueCross BlueShield
One Liberty Plaza
New York, NY 10006

Health Net, Inc.
P.O. Box 10198
Van Nuys, CA 91410-0198
Oxford Health Plans, LLC

United Healthcare
450 Columbus Boulevard
Hartford, CT 06103

Unicare/WellPoint, Inc.

120 Monument Circle I

ndianapolis, IN 46204

United Healthcare
450 Columbus Boulevard
Hartford, CT 06103