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[Federal Register Volume 90, Number 3 (Monday, January 6, 2025)]
[Notices]
[Pages 649-651]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-31763]

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FEDERAL TRADE COMMISSION

[File No. 241 0082]

Planned Companies; Analysis of Agreement Containing Consent Order 
To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement; request for comment.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of Federal law prohibiting unfair methods of competition. 
The attached Analysis of Proposed Consent Order to Aid Public Comment 
describes both the allegations in the complaint and the terms of the 
consent order--embodied in the consent agreement--that would settle 
these allegations.

DATES: Comments must be received on or before February 5, 2025.

ADDRESSES: Interested parties may file comments online or on paper by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Please write: ``Planned 
Companies; File No. 241 0029'' on your comment and file your comment 
online

[[Page 650]]

at https://www.regulations.gov by following the instructions on the 
web-based form. If you prefer to file your comment on paper, please 
mail your comment to the following address: Federal Trade Commission, 
Office of the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 
(Annex N), Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Erik Herron (202-326-3535), Bureau of 
Competition, Federal Trade Commission, 400 7th Street SW, Washington, 
DC 20024.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule Sec.  2.34, 16 CFR 
2.34, notice is hereby given that the above-captioned consent agreement 
containing a consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of 30 days. The following 
Analysis of Agreement Containing Consent Order to Aid Public Comment 
describes the terms of the consent agreement and the allegations in the 
complaint. An electronic copy of the full text of the consent agreement 
package can be obtained from the FTC website at this web address: 
https://www.ftc.gov/news-events/commission-actions.
    The public is invited to submit comments on this document. For the 
Commission to consider your comment, we must receive it on or before 
February 5, 2025. Write ``Planned Companies; File No. 241 0029'' on 
your comment. Your comment--including your name and your State--will be 
placed on the public record of this proceeding, including, to the 
extent practicable, on the https://www.regulations.gov website.
    Because of the agency's heightened security screening, postal mail 
addressed to the Commission will be delayed. We strongly encourage you 
to submit your comments online through the https://www.regulations.gov 
website. If you prefer to file your comment on paper, write ``Planned 
Companies; File No. 241 0029'' on your comment and on the envelope, and 
mail your comment by overnight service to: Federal Trade Commission, 
Office of the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 
(Annex N), Washington, DC 20580.
    Because your comment will be placed on the publicly accessible 
website at https://www.regulations.gov, you are solely responsible for 
making sure your comment does not include any sensitive or confidential 
information. In particular, your comment should not include sensitive 
personal information, such as your or anyone else's Social Security 
number; date of birth; driver's license number or other State 
identification number, or foreign country equivalent; passport number; 
financial account number; or credit or debit card number. You are also 
solely responsible for making sure your comment does not include 
sensitive health information, such as medical records or other 
individually identifiable health information. In addition, your comment 
should not include any ``trade secret or any commercial or financial 
information which . . . is privileged or confidential''--as provided by 
section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule Sec.  
4.10(a)(2), 16 CFR 4.10(a)(2)--including competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule Sec.  4.9(c). In 
particular, the written request for confidential treatment that 
accompanies the comment must include the factual and legal basis for 
the request and must identify the specific portions of the comment to 
be withheld from the public record. See FTC Rule Sec.  4.9(c). Your 
comment will be kept confidential only if the General Counsel grants 
your request in accordance with the law and the public interest. Once 
your comment has been posted on https://www.regulations.gov--as legally 
required by FTC Rule Sec.  4.9(b)--we cannot redact or remove your 
comment from that website, unless you submit a confidentiality request 
that meets the requirements for such treatment under FTC Rule Sec.  
4.9(c), and the General Counsel grants that request.
    Visit the FTC website at https://www.ftc.gov to read this document 
and the news release describing this matter. The FTC Act and other laws 
the Commission administers permit the collection of public comments to 
consider and use in this proceeding, as appropriate. The Commission 
will consider all timely and responsive public comments it receives on 
or before February 5, 2025. For information on the Commission's privacy 
policy, including routine uses permitted by the Privacy Act, see 
https://www.ftc.gov/site-information/privacy-policy.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted for 
public comment, subject to final approval, an Agreement Containing 
Consent Order (``Consent Agreement'') with Planned Building Services, 
Inc., Planned Lifestyle Services Inc., Planned Security Services, Inc., 
and Planned Technologies Services, Inc. (collectively and separately, 
``Planned'' or ``Respondents''). The proposed Decision and Order 
(``Order''), included in the Consent Agreement and subject to final 
Commission approval, is designed to remedy the anticompetitive effects 
that have resulted from Respondents' use of restrictive covenants in 
some of their contracts with building owners and managers that limit 
the ability of those building owners and managers to solicit or hire 
Respondents' employees (``No-Hire Agreements''). The term No-Hire 
Agreement refers to a term in an agreement between two or more 
companies that restricts, imposes conditions on, or otherwise limits a 
company's ability to solicit, recruit, or hire another company's 
employees, during employment or afterwards, directly or indirectly, 
including by imposing a fee or damages in connection with such conduct, 
or that otherwise inhibits competition between companies for each 
other's employees' services.
    The Consent Agreement settles charges that Respondents have engaged 
in unfair methods of competition in violation of section 5 of the FTC 
Act, as amended, 15 U.S.C. 45, by entering into No-Hire Agreements with 
customers. Respondents' No-Hire Agreements constitute unreasonable 
restraints of trade that are unlawful under section 1 of the Sherman 
Act, 15 U.S.C. 1, and are thus unfair methods of competition in 
violation of section 5 of the FTC Act. Independent of the Sherman Act, 
Respondents' use of the No-Hire Agreements constitutes an unfair method 
of competition with a tendency or likelihood to harm competition, 
consumers, and employees in the building services industry, in 
violation of section 5.
    The proposed Order has been placed on the public record for 30 days 
in order to receive comments from interested persons. Comments received 
during this period will become part of the public record. After 30 
days, the Commission will again review the Consent Agreement and the 
comments received and will decide whether it should withdraw from the 
Consent Agreement

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and take appropriate action or make the proposed Order final.

II. The Respondents

    Respondents, Planned Building Services, Inc. (``PBS''), Planned 
Lifestyle Services Inc. (``PLS''), Planned Security Services, Inc. 
(``PSS''), and Planned Technologies Services, Inc. (``PTS''), are 
divisions of Planned Companies Holdings, Inc. Planned Companies 
Holdings, Inc., is a non-wholly owned, loosely controlled subsidiary of 
FirstService Corporation, a publicly traded Canadian company and one of 
the largest property management companies in North America. PBS 
provides cleaning and maintenance services at residential and 
commercial buildings; PLS provides doorperson and concierge services at 
residential buildings; PSS provides security guard services at 
residential and commercial buildings; and PTS provides technology 
related services. Respondents are headquartered in New Jersey and 
employ more than 3,000 building services workers, primarily in the 
Northeast and Mid-Atlantic, but also in the metro regions of Boston, 
the District of Columbia, Atlanta, San Francisco, and Florida. The 
complaint focuses on Respondents' conduct in New York and New Jersey.

III. The Complaint

    The complaint alleges that Respondents sell building services to 
building owners and property management companies, primarily consisting 
of the labor of janitors, security guards, maintenance workers, and 
concierge desk workers who are directly employed by Respondents. These 
employees perform their work at residential and commercial buildings in 
various States, but predominantly in New York City and Northern New 
Jersey.
    The complaint also alleges that Respondents and their building 
owner and property manager customers are direct competitors in labor 
markets for building services workers. These include the markets for 
workers to perform concierge, security, janitorial, maintenance, and 
related services.
    As alleged in the complaint, Respondents use standard-form 
agreements with their customers that include No-Hire Agreements. The 
No-Hire Agreements restrict the ability of Respondents' customers to 
(1) directly hire workers employed by Respondents, and (2) indirectly 
hire workers employed by Respondents through a competing building 
services contractor after the competitor wins the customers' business 
away from Respondents. These restrictions apply during the term of 
Respondents' contracts and for six months thereafter. Earlier versions 
of the No-Hire Agreements applied not just to Respondents' employees 
staffed to provide services for a particular customer, but to all of 
Respondents' building services employees.
    The complaint alleges that Respondents' No-Hire Agreements are 
facially anticompetitive because they are horizontal agreements among 
competitors not to compete. Respondents and their customer building 
owners and property managers are competitors for the labor of building 
services workers like Respondents' employees. The No-Hire Agreements 
are horizontal agreements that prohibit buildings and property 
management companies from hiring building services workers, thereby 
undermining competition for labor, reducing worker bargaining power, 
and suppressing wages. For these reasons, the complaint alleges that 
the No-Hire Agreements constitute unreasonable restraints of trade that 
are unlawful under section 1 of the Sherman Act, 15 U.S.C. 1, and are 
thus unfair methods of competition in violation of section 5 of the FTC 
Act, as amended, 15 U.S.C. 45.
    Independent of the Sherman Act, the complaint alleges that 
Respondents' conduct constitutes an unfair method of competition with a 
tendency or likelihood to harm competition, consumers, and employees in 
the building services industry, in violation of section 5 of the FTC 
Act. According to the complaint, the No-Hire Agreements limit the 
ability of building owners and managers to hire Respondents' employees. 
This harms Respondents' employees because it limits their ability to 
negotiate for higher wages, better benefits, and improved working 
conditions. Employees may suffer further hardship if the building they 
work at brings services in-house because the No-Hire Agreements force 
them to leave their jobs in some circumstances. The complaint further 
alleges that the No-Hire Agreements harm building owners and managers 
because they may be foreclosed from bringing services in-house due to 
the prospect of losing long-serving workers with extensive, building-
specific experience.

IV. Proposed Order

    The proposed Order seeks to remedy Respondents' unfair methods of 
competition. Section II of the proposed Order prohibits Respondents 
from entering into, maintaining, or enforcing a No-Hire Agreement, or 
communicating to a customer or any other person that any Planned 
employee is subject to a No-Hire Agreement.
    Paragraph III.A of the proposed Order requires Respondents to 
provide written notice to customers that are subject to No-Hire 
Agreements that (i) the restriction is null and void, and (ii) any 
customer or a subsequent building services contractor for a customer is 
no longer subject to the restrictions or penalties related to the No-
Hire Agreements in Respondents' contracts.
    Paragraph III.B of the proposed Order requires Respondents to 
provide written notice to employees who are subject to a No-Hire 
Agreement. Paragraph III.C requires that Respondents post clear and 
conspicuous notice that employees are not subject to No-Hire Agreements 
and may seek or accept a job with the building directly, or any company 
that wins the building's business.
    Paragraphs IV.A and IV.B of the proposed Order provide a timeline 
according to which the obligations enumerated in Section III must be 
met. Paragraphs IV.C-E set forth Respondents' ongoing compliance 
obligations.
    Other paragraphs contain standard provisions regarding compliance 
reports, requirements for Respondents to provide notice to the FTC of 
material changes to their business, and access for the FTC to documents 
and personnel. The term of the proposed Order is ten years.
    The purpose of this analysis is to facilitate public comment on the 
Consent Agreement and proposed Order to aid the Commission in 
determining whether it should make the proposed Order final. This 
analysis is not an official interpretation of the proposed Order and 
does not modify its terms in any way.

    By direction of the Commission.
April J. Tabor,
Secretary.
[FR Doc. 2024-31763 Filed 1-3-25; 8:45 am]
BILLING CODE 6750-01-P
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