Risk & Compliance

Capital One CEO Fined for Antitrust Violations

The FTC says Richard Fairbank failed to comply with requirements of the Hart-Scott-Rodino Act when he acquired Capital One shares in 2018.
Matthew HellerSeptember 2, 2021

Capital One Financial CEO Richard Fairbank has agreed to pay $637,950 to settle charges that he failed to comply with antitrust rules when he acquired additional shares of the bank.

The U.S. Federal Trade Commission said Fairbank’s purchase of 101,148 shares in March 2018 — which brought his holdings to more than $168.8 million — violated the notification and waiting period requirements of the Hart-Scott-Rodino Act of 1978.

The rules are intended to give the federal antitrust agencies prior notice of, and information about, proposed transactions and the opportunity to investigate a proposed transaction to ensure it complies with antitrust laws.

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The FTC noted that Fairbank previously failed to comply with Hart-Scott-Rodino (HSR) before acquiring Capital One shares in 1999 and 2004 but was not penalized.

“As the CEO of one of America’s largest banks, Richard Fairbank repeatedly broke the law,” Holly Vedova, acting director of the FTC’s Bureau of Competition, said in a news release. “There is no exemption for Wall Street bankers and powerful CEOs when it comes to complying with our country’s antitrust laws.”

Fairbank co-founded Capital One in 1988 and took the company public in 1994 before building it into one of the nation’s largest banks. According to his latest disclosure, he still owns about $60 million worth of Capital One stock.

Fairbank’s compensation package includes performance stock units (PSUs). According to the FTC, he filed an HSR notification in February 2013 for an acquisition of shares due to vesting PSUs, starting the clock on a five-year exemption from reporting as long as his holdings did not exceed $500 million.

In March 2018, the FTC said, Fairbanks was required to comply with the HSR Act for another acquisition of vesting shares because the five-year exemption had expired and he held shares in excess of $100 million.

“Although required to do so, Fairbank did not file under the HSR Act or observe the HSR Act’s waiting period prior to completing the March 8, 2018, transaction,” the commission said in a civil complaint.

Capital One said Fairbank’s legal counsel missed the 2018 filing obligation due to administrative errors.

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