Case: 1:21-cv-03803 Document #: 1 Filed: 07/16/21 Page 1 of 23 PageID #:1
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF ILLINOIS
`EASTERN DIVISION
`
`CLASS ACTION COMPLAINT
`
`JURY TRIAL DEMANDED
`
`ALBERTO PEÑA, individually and on behalf
`of all others similarly situated,
`Plaintiff,
`
`vs.
`SURGICAL CARE AFFILIATES, LLC;
`SCAI HOLDINGS, LLC; UNITEDHEALTH
`GROUP, INC., DAVITA, INC., UNITED
`SURGICAL PARTNERS HOLDING
`COMPANY, INC., UNITED SURGICAL
`PARTNERS INTERNATIONAL, INC.,
`TENET HEALTHCARE CORPORATION,
`and JOHN DOE 1,
`Defendants.
`
`Plaintiff Alberto Peña, by way of complaint against defendants Surgical Care Affiliates,
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`LLC, SCAI Holdings, LLC, UnitedHealth Group, Inc., (collectively “SCA”), DaVita, Inc.
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`(“DaVita”), United Surgical Partners Holding Company, Inc., United Surgical Partners
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`International, Inc., Tenet Healthcare Corporation (collectively “USPI”), and John Does 1, alleges
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`as follows:
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`Nature of the Action
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`1.
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`Competition is the guiding light of our economy. Competition leads to better
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`product safety and quality, and it also leads to better service and lower prices. In order to put
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`themselves in the best position to lead their respective industry, companies compete for the
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`services of employees that will help them accomplish their competitive objectives. A competitive
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`industry also has a competitive labor market.
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`1
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`2.
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`Some companies in certain sectors of the economy have, from time to time,
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`sought to reduce the cost of labor and decrease employee mobility by reaching agreements with
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`their competitors not to hire each other’s employees. These so-called “no-poach” agreements are
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`increasingly recognized by antitrust enforcement authorities as per se violations of the antitrust
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`laws. As the Antitrust Division of the United States Department of Justices has noted, “[w]hen
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`companies agree not to hire or recruit one another’s employees, they are agreeing not to compete
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`for those employees’ labor. The same rules apply when employers compete for talent in labor
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`markets as when they compete to sell goods and services. After all, workers, like consumers, are
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`entitled to the benefits of a competitive market. Robbing employees of labor market competition
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`deprives them of job opportunities, information, and the ability to use competing offers to
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`negotiate better terms of employment.”1
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`3.
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`This case involves years-long no-poach agreements between Defendants, and
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`these particular no-poach agreements led to a DOJ investigation and announcement on January 7,
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`2021,that it had secured a grand jury indictment against Defendant Surgical Care Affiliates,
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`LLC, and SCAI Holdings, LLC. The no poach agreement between SCA and its coconspirators
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`had been successfully concealed until the DOJ’s January 7, 2021, announcement, which publicly
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`disclosed, for the first time, the no-poach agreement alleged among Defendants.
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`4.
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`The DOJ alleges in the indictment that SCA conspired with its competitors,
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`identified by the DOJ as “Company A” and “Company B,” to refrain from soliciting or hiring
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`each other’s senior-level employees (“director level” and above) absent notifying and obtaining
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`consent from their current employers. See United States of America v. Surgical Care Affiliates,
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`1 https://www.justice.gov/atr/division-operations/division-update-spring-2018/antitrust-
`division-continues-investigate-and-prosecute-no-poach-and-wage-fixing-agreements, last
`accessed on June 30, 2021.
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`LLC, et al., No. 3-21 cr0011-L (N.D. Tex.) (filed Jan. 5, 2021). On information and belief,
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`Plaintiffs allege that “Company A” is USPI and that “Company B” is DaVita. The conspiracy is
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`alleged to have started as early as 2010 and lasted at least until 2017. SCA and its co-
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`conspirators USPI and DaVita are the largest operators of out-patient medical care facilities in
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`the United States.
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`5.
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`The DOJ announced on July 15, 2021, that a federal grand jury returned a two-
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`count indictment charging DaVita and its former CEO, Kent Thiry, for conspiring with
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`competing employers, one of whom is SCA, not to solicit certain employees, confirming
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`Plaintiff’s belief.
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`6.
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`The no-poach agreements between them were not necessary to accomplish or put
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`in place any legitimate business transaction or lawful collaboration among the companies.
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`Defendants’ conspiracy was strictly a tool to suppress their senior-level employees’ mobility and
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`compensation, and hence their own expenses.
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`7.
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`These no-poach agreements accomplished their purpose. They reduced
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`competition for Defendants’ senior-level employees and suppressed Defendants’ senior-level
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`employee compensation below competitive levels. The conspiracy disrupted the efficient
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`allocation of labor that would have resulted if Defendants had competed for, rather than colluded
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`against, their current and prospective senior-level employees.
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`8.
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`Defendants’ agreements also denied their senior-level employees access to job
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`opportunities, restricted their mobility, and deprived them of significant information that they
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`could have used to negotiate for better compensation and terms of employment.
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`Jurisdiction and Venue
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`9.
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`Plaintiff brings this action under Section 1 of the Sherman Act, 15 U.S.C. § 1, to
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`recover damages and obtain injunctive relief, including treble damages, costs of suit, and
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`reasonable attorneys’ fees for the injuries that Plaintiff and members of the Class sustained as a
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`result of Defendants’ violations.
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`10.
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`The Court has subject matter jurisdiction pursuant to 28 U.S.C. §§ 1331, 1337(a),
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`and 15 U.S.C. § 15.
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`11.
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`This Court has personal jurisdiction over Defendants because, among other
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`things, they (a) transacted business throughout the United States, including in this District; (b)
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`had and maintained substantial aggregate contacts with the United States as a whole, including in
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`this District; (c) had substantial contact in various states in the United States, including in this
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`District; and (d) were engaged in an illegal conspiracy that was directed at, and had a direct,
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`substantial, reasonably foreseeable, and intended effect of causing injury to the business or
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`property of persons and entities residing in, located in, or doing business throughout the United
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`States, including in this in the United States, including in this District. Defendants also conduct
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`business throughout the United States, including in this District, and have purposefully availed
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`themselves of the laws of the United States.
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`12.
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`Venue is proper in this District pursuant to 15 U.S.C. §§ 15(a), 22 and 28 U.S.C.
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`§§ 1391(b), (c), and (d) because during the Class Period, Defendants resided or transacted
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`business in this District, and a substantial portion of the affected interstate trade and commerce
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`was carried out in this district.
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`Parties
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`13.
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`Plaintiff Alberto Peña is a resident of Texas. He was employed by DaVita in
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`Texas from approximately July 2006 to June 2019 and was held out to the public as a first as a
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`facility administrator, and spent the last seven years of his employment with DaVita as a
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`Regional Operations Director
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`14.
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`Defendant Surgical Care Affiliates, LLC, was a company organized and existing
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`under the laws of Delaware with its principal places of business in Birmingham, Alabama and
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`Deerfield, Illinois. Surgical Care Affiliates, LLC is a wholly owned subsidiary of UnitedHealth
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`Group, Inc.
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`15.
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`Defendant SCAI Holdings, LLC, is a company organized and existing under the
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`laws of Delaware with its principal place of business in Deerfield, Illinois, and is the successor
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`entity to Surgical Care Affiliates, LLC. SCAI Holdings, LLC is a wholly owned subsidiary of
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`UnitedHealth Group, Inc. Collectively, the defendants did business as Surgical Care Affiliates
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`(“SCA”). SCA owned and operated outpatient medical care facilities across the United States
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`and employed individuals to operate its business at its headquarters locations and at other
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`locations across the United States.
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`16.
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`Defendant UnitedHealth Group, Inc. (“UHG”) is a company organized and
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`existing under the laws of Delaware, with its principal place of business at 9900 Bren Road East,
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`UnitedHealth Group Center, Minnetonka, MN 55343. Andrew Hayek was Chairman and Chief
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`Executive Officer of SCA from 2008 until 2017. In 2017, he became Chief Executive Officer of
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`UHG affiliate OptumHealth. In 2019, he became Executive Vice President of UHG affiliate
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`Optum. Upon information and belief, Hayek is referred to as “Individual 1” in the DOJ
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`indictment.
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`17.
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`Defendant DaVita, Inc. (“DaVita”), is a company organized and existing under
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`the laws of Delaware with its principal place of business in Denver, Colorado. DaVita owns and
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`operates outpatient medical care facilities across the United States and employs individuals to
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`operate its business at its headquarters location and at other location across the United States.
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`Upon information and belief, DaVita is referenced as “Company B” in the January 5, 2021, DOJ
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`indictment. Throughout the conspiracy periods, Kent Thiry was the Chairman and CEO of
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`DaVita.
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`18.
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`Defendant United Surgical Partners Holding Company, Inc. is a company
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`organized and existing under the laws of Delaware with its principal place of business in Dallas,
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`Texas. United Surgical Partners Holding Company, Inc. is a wholly owned subsidiary of
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`Defendant Tenet.
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`19.
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`Defendant United Surgical Partners International, Inc. is a company organized
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`and existing under the laws of Delaware with its principal place of business in Dallas, Texas.
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`United Surgical Partners International, Inc. is a wholly owned subsidiary of Defendant Tenet.
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`20.
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`Defendant Tenet Healthcare Corporation (“Tenet”) is a company organized and
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`existing under the laws of Nevada with its principal place of business in Dallas, Texas. Tenet
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`owns and operates outpatient medical facilities throughout the United States. Tenet is the parent
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`corporation of USPI.
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`21.
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`Defendants United Surgical Partners Holding Company, Inc., United Surgical
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`Partners International, Inc., and Tenet Healthcare Corporation are collectively referred to as
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`“USPI.” USPI owns and operates outpatient medical care facilities across the United States and
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`employs individuals to operate its business at its headquarters location and at other location
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`across the United States. Upon information and belief, USPI is referenced as “Company A” in
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`the DOJ indictment.
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`22.
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`John Doe 1 was a company organized and existing under the laws of Delaware
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`with its principal place of business in San Francisco, California. John Doe 1 was a healthcare
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`company that operated across the United States and employed individuals to operate its business
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`at its headquarters location.
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`23.
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`Upon information and belief, various companies and individuals not made
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`defendants in this complaint participated as co-conspirators in the alleged conspiracies, and
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`performed acts and made statement to further the conspiracy.
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`Factual Allegations
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`Conspiracy Between SCA and USPI
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`24.
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`SCA and USPI are competitors in the recruitment and retention of senior-level
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`employees in the outpatient medical care facility market across the United States.
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`25.
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`Beginning at least as early as May 2010 and continuing until at least as late as
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`October 2017, the exact dates being unknown, SCA and USPI entered into and engaged in a
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`conspiracy to suppress competition between them for the services of senior-level employees by
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`agreeing not to solicit each other’s senior-level employees.
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`26.
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`The conspiracy between SCA and USPI consisted of a continuing agreement,
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`understanding, and concert of action to allocated senior-level employees by not soliciting each
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`other’s senior-level employees across the United States.
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`27.
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`SCA and USPI participated in meetings, conversations, and communications to
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`discuss the solicitation of each other’s senior-level employees, and agreed during those meetings,
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`conversations, and communications not to solicit each other’s senior-level employees. For
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`example, on or about May 14, 2010, the CEO of USPI emailed other employees of USPI that “I
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`had a conversation w [Andrew Hayek] re people and we reached agreement that we would not
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`approach each other’s proactively.”
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`28.
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`SCA and USPI instructed certain executives, employees, and recruiters to avoid
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`soliciting senior-level employees of each other’s companies. For example, on or about November
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`11, 2013, a senior human resources employee with USPI told a recruiter the following: “Please do
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`not schedule a call w/ [candidate], thanks. She would have had to apply for the job first. We
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`cannot reach out to SCA folks. Take any SCA folks off the list.” On or about December 12, 2015,
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`SCA’s human resources executive instructed a recruiter to “note that [USPI] and [DaVita] are off
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`limits to SCA.” Similarly, on or about July 17, 2017, a human resources employee at USPI who
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`believed a candidate was employed by SCA e-mailed a recruiting coordinator stating that the
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`candidate “look[ed] great,” but that she “can’t poach her.”
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`29.
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`SCA and USPI monitored one another’s compliance with the no-poach agreement
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`by requiring senior-level employees of SCA and USPI who applied to the other company to notify
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`their current employer that they were seeking other employment in order to be considered. For
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`example, on or about October 16, 2015, Andrew Hayek emailed a human resources executive at
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`SCA: “Putting two companies in italics ([USPI] and [DaVita]) – we can recruit junior people
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`(below Director), but our agreement is that we would only speak with senior executives if they
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`have told their boss already that they want to leave and are looking.” Thus, the agreement not to
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`solicit one another’s employees also included a component that barred each company from even
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`interviewing a potential candidate who applied of their own volition, unless the current employer
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`was notified and approved of the application.
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`30.
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`This conspiracy was run by the headquarters operation of each company. In this
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`industry senior level employees are highly mobile given compensation levels and the market for
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`recruiting and hiring at the levels covered by the no-poach agreement is nationwide in scope.
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`31.
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`SCA and USPI kept their no-poach agreement concealed from the senior-level
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`employees. When they came across a senior-level employee candidate for employment, SCA and
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`USPI sometimes instructed the human resources personnel considering the candidate that they
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`would proceed only if the employee let their current employer know of their interest in the
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`position. For example, on or about November 1, 2013, USPI employees discussed whether to
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`interview a candidate who was currently working at SCA in light of the “verbal agreement with
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`SCA to not poach their folks . . . .” The CEO of USPI told the senior human resources employee
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`that, “[w]e do have that agreement and want to stick by it. If [candidate] indeed did approach us,
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`and is willing to tell [Andrew Hayek] that I’m ok.” The senior human resources employee at
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`USPI commented, “Yikes, she is not going to want to do that. But I will check.”
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`32.
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`SCA and USPI monitored and alerted one another about instances of recruitment
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`of employees by the other, and took steps to remedy such violations of their no-poach agreement.
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`For example, on or about December 8, 2015, the CEO of USPI informed Andrew Hayek “Just
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`wanted to let you know that [a recruiting company] is reaching out to a couple of our execs. I’m
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`sure they are not aware of our understanding.” Andrew Hayek instructed other executives of
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`SCA: “We should continue to flag [USPI] on our ‘do not call’ list to recruiters – is OK if we get
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`an inbound inquiry and the leader has communicated within [USPI] that they want to leave, but
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`outbound calls should not be occurring.”
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`Conspiracy Between SCA and DaVita
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`33.
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`SCA and DaVita are competitors in the recruitment and retention of senior-level
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`employees across the United States.
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`34.
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`Prior to the conspiracy period, opportunity to conspire fomented when executive-
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`level personnel migrated from DaVita to SCA. For instance, before becoming CEO of SCA in
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`May 2008, Andrew Hayek was the President of DaVita VillageHealth (a DaVita program brand
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`focused on kidney disease). Similarly, Michael Rucker, who acted as Chief Operating Office of
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`SCA during the conspiracy period, left his position as Divisional Vice President of DaVita and
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`started with SCA in September 2008.
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`35.
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`Beginning at least as early as February 2012 and continuing until at least as late as
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`July 2017, the exact dates unknown at this time, SCA and DaVita entered into and engaged in a
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`conspiracy to suppress competition between them for the services of senior-level employees by
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`agreeing not to solicit each other’s senior-level employees.
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`36.
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`SCA and DaVita also participated in meetings, conversations, and
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`communications to discuss the solicitation of each other’s senior-level employees, and agreed
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`during those meetings, conversations, and communications not to solicit each other’s senior-level
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`employees. For example, on or about October 20, 2014, Kent Thiry emailed Andrew Hayek the
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`following: “Someone called me to suggest they reach out to your senior biz dev guy for our
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`corresponding spot. I explained I do not do proactive recruiting into your ranks.”
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`37.
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`SCA and DaVita instructed certain executives, employees, and recruiters to avoid
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`soliciting senior-level employees of each other’s companies. For example, on or around
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`December 12, 2015, a senior human resources executive at SCA emailed a recruiter confirming
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`that “[USPI] and [DaVita] are off limits to SCA.”
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`38.
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`SCA and DaVita monitored compliance with the no-poach agreement by
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`requiring each other’s senior-level employees to notify their current employer that they were
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`seeking employment for their applications to be considered. For example, on or about October
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`16, 2015, Andrew Hayek e-mailed SCA’s human resources executive, as alleged above,
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`confirming that, as with USPI, for DaVita, SCA could “recruit junior people (below Director),
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`10
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`but our agreement is that we would only speak with senior executives if they have told their boss
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`already that they want to leave and are looking.”
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`39.
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`SCA and DaVita kept their no-poach agreement concealed from the senior-level
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`employees. When they came across a senior-level employee candidate for employment, SCA and
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`USPI sometimes instructed the human resources personnel considering the candidate that they
`
`would proceed only if the employee let their current employer know of their interest in the
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`position. For example, on or about April 26, 2016, SCA’s human resources executive emailed a
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`candidate from DaVita that she could not recruit from DaVita, with the exception of “candidates
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`[who] have been given explicit permission by their employers that they can be considered for
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`employment with us.”
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`40.
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`SCA and DaVita also alerted one another about instances of recruitment of
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`employees and took steps to remedy those violations of their no-poach agreement. For example,
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`on or about June 13, 2016, an employee of SCA relayed a recruitment noting that “I thought
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`there was a gentleman’s agreement between us and [DaVita] re: poaching talent.” An SCA
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`executive replied, “There is. Do you mind if I share with [Andrew Hayek], who has most
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`recently addressed this with [Kent Thiry].” Andrew Hayek then relayed the instance of
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`recruitment to Kent Thiry who replied that he “[w]ill check it out.”
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`41.
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`This agreement not to solicit or hire each other’s employees between SCA and
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`DaVita lasted at least until 2017. On or about April 7, 2017, Andrew Hayek was contacted by a
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`consultant regarding his interest in a candidate employed by DaVita, and Andrew Hayek
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`responded: “In order to pursue [candidate], he would need to have already communicated that he
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`is planning to leave [DaVita] – that’s the relationship that we have with [DaVita].” The
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`consultant responded that he was “glad you arrived at that agreement with [Kent Thiry].”
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`42.
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`The personnel of SCA ranking facility-CEO level and up convened monthly or
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`quarterly meetings on a regional basis. The same was true for DaVita’s operations directors.
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`Annually, SCA and DaVita conducted national meetings where leadership personnel got together
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`to make sure that surgical center operations were uniform and consistent throughout all locations,
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`creating a cookie-cutter operation.
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`Conspiracy between DaVita and John Doe 1
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`43.
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`DaVita and John Doe 1 were competitors in the recruitment and retention of
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`employees.
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`44.
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`Beginning at least as early as April 2017 and continuing until at least as late as
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`June 2019, the exact dates being unknown to the Grand Jury, in part in the District of Colorado
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`and elsewhere, DaVita and Thiry entered into and engaged in a conspiracy with John Doe 1 to
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`suppress competition between them for the services of employees by agreeing that John Doe 1
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`would not solicit DaVita’s employees. The conspiracy engaged in by DaVita, Thiry, and their
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`co-conspirators was a per se unlawful, and thus unreasonable, restraint of interstate trade and
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`commerce in violation of Section 1 of the Sherman Act (15 U.S.C. § 1).
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`45.
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`The conspiracy consisted of a continuing agreement, understanding, and concert
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`of action among DaVita, Thiry, and their co-conspirators, the substantial terms of which were
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`that DaVita and John Doe 1 would allocate employees by John Doe 1’s not soliciting DaVita’s
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`employees.
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`46.
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`For the purpose of forming and participating in the conspiracy, DaVita, Thiry, and
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`their co-conspirators, among other things, did the following:
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`(a) participated in meetings, conversations, and communications with co-conspirators to
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`discuss the solicitation of employees of DaVita by John Doe 1;
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`(b) agreed during those meetings, conversations, and communications that John Doe 1
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`would not solicit DaVita employees—for example, on or about April 16, 2017, the
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`CEO of John Doe 1 emailed Thiry that “You also have my commitment we discussed
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`that I'm going to make sure everyone on my team knows to steer clear of anyone at
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`DVA and that I'll come back to you and talk before ever get anywhere near a point
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`that could contemplate someone else.”;
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`(c) reassured each other of compliance with the agreement that John Doe 1 would not
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`solicit employees of DaVita—for example, on or about February 22, 2018, the CEO
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`of John Doe 1 emailed Thiry: “I took our conversations last year to heart around how
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`it felt to you/DVA when [DaVita employee] left—our relationship matters far more to
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`me than any potential addition to our team. Although there have been 4 people that
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`have reached out over the past year to probe about opportunities, I have not pursued
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`those conversations (always being clear that it was about not having a clear need
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`which was accurate to some extent).”;
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`(d) monitored compliance with the agreement that John Doe 1 would not solicit
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`employees from DaVita by requiring employees of DaVita who reached out to John
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`Doe 1 to notify DaVita that they were seeking other employment in order to be
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`considered by John Doe 1;
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`(e) informed employees of DaVita who were candidates for employment at John Doe 1
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`that they were required to provide such notice to DaVita—for example, on or about
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`February 22, 2018, the CEO of John Doe 1 emailed Thiry about a current DaVita
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`employee: “We do happen to have openings in her area and they could be a good fit.
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`However, I told her that given my relationship with the Village, I would only discuss
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`with her if she told her manager explicitly that she would like to talk to me about a
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`role and that I would talk to you about it before I would discuss with her (I framed it
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`in a positive way about me making sure I'm doing the right thing as someone who
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`cares about the Village and an investor in Village as well).”; and
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`(f) refrained from soliciting DaVita employees—for example, on or about July 20, 2017,
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`the CEO of John Doe 1 texted a former DaVita employee: “Also please let me know
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`if you think of any great folks (nobody currently at DaVita) that would be worth
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`talking to.” And on or about April 20, 2017, The CEO of John Doe 1 texted a former
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`colleague for recommendations for customer service employees and, referring to a
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`DaVita-owned pharmacy company, stated “But nobody at Rx today. Promised Kent!”
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`Competition for Employees
`in the Outpatient Medical Care Industry
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`47.
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`Defendants are top participants in the operation of outpatient medical care
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`facilities, and are some of the largest employers in the outpatient medical care industry.
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`Throughout the United States, SCA operates approximately 230 outpatient medical care
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`facilities, DaVita operates approximately 2,800 outpatient medical care facilities, and USPI
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`operates approximately 550 outpatient medical care facilities and other facilities. Prior to the
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`conspiracy periods, Defendants competed with each other to hire and retain employees
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`throughout the United States. Lateral hiring is a key form of competition between SCA and
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`DaVita, and between SCA and USPI. There is a high demand for and limited supply of director-
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`level and above employees who have experience in the outpatient medical care industry.
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`48.
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`Defendants both actively recruit these employees and also receive direct
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`applications from such qualified individuals. Direct solicitation of lateral employees is a highly
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`efficient and effective way to compete for qualified employees. For instance, in 2006, just before
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`Plaintiff Peña started working for DaVita, he was working for another outpatient medical care
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`provider, Fresenius. A DaVita employee directly solicited Plaintiff to work for DaVita while he
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`was still working for Fresenius, and Plaintiff accepted the offer.
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`49.
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`A competitive labor market is one where there are many potential employers for a
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`given type of worker. Competition for highly skilled talent in the management and operation of
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`outpatient medical facilities benefits employees because it increases the available job
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`opportunities and improves the employee’s ability to negotiate for a better salary and other terms
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`of employment. Absent collusion, Defendants previously had been able to take advantage of the
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`efforts their fellow outpatient medical service providers have expended in identifying and
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`training their employees. Without the option of poaching lateral talent, the hiring firm must
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`invest significant resources in identifying, assessing, and training new employees.
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`50.
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`The threat of losing employees to competitors encourages employers to
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`preemptively increase compensation to increase morale, productivity, and retention. If employers
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`do not react to competition, their employees may seek positions that offer more generous
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`compensation and benefits elsewhere, be receptive to recruiting by a rival employer, or reduce
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`their productivity and morale.
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`51.
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`Once an employee has received an offer from a rival, retaining the employee may
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`require a disruptive increase in compensation for one individual, if retention is possible at all,
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`and cascading (and unplanned) pressures on compensation of other employees where internal
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`equity and fair pay analysis would demand similar raises. Employers therefore have an incentive
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`to preempt lateral departures by paying all employees well enough that they are unlikely to seek
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`or pursue outside opportunities. Preemptive retention measures thus lead to increased
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`compensation for all employees.
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`52.
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`The availability of desirable positions at competing employers also forces
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`employers to reactively increase compensation to retain employees who are likely to join a
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`competitor. This can occur both when a particular employee or group of employees becomes
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`interested in switching employers and the current employer responds by offering a compensation
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`increase to retain them, or when an employer responds to overall attrition rates among its
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`employees by increasing compensation levels. In the former case, even a targeted increase
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`designed to retain specific employees may put upward pressure on the entire compensation
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`structure.
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`53.
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`Just as competition forces employers to preemptively or reactively raise
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`compensation to retain employees who might otherwise seek employment elsewhere, it also
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`encourages increased compensation for related workers. Thus, increased movement of one
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`category of employee not only increases the compensation for those employees, but also for the
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`categories of employees who are likely to also seek parallel lateral positions, with similar higher
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`compensation and benefits.
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`54.
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`Defendants’ no-poach restrictions precluded this information from reaching
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`senior-level employees at Defendants’ companies. Those employees would have used that
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`information to negotiate higher pay at their existing jobs, or to accept superior offers from their
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`employers’ competitors. Employees who change jobs voluntarily typically have faster wage
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`growth than those who remain in the same job. Senior-level employees could have also shared
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`this information with their co-workers, multiplying the impact of each offer as the information
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`would have spread through social channels.
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`55.
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`Defendants’ conspiracy restrained competition for senior-level employees and
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`disrupted the normal bargaining and price-setting mechanisms that apply in competitive labor
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`Case: 1:21-cv-03803 Document #: 1 Filed: 07/16/21 Page 17 of 23 PageID #:17
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`markets. This disruption and suppression of compensation was not limited to particular
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`individuals who would otherwise have been solicited or sought to change employers. The effects
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`of eliminating solicitation and lateral hiring, pursuant to agreement, caused widespread impact
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`on Defendants’ senior-level employees by eliminating or reducing the flow of information and
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`the need for preventive and reactive increases to compensation for the entire Class.
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`Effects of No-Poach Agreements
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`56.
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`Defendants are some of the largest employers in the outpatient medical care
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`industry in the United States. SCA owned and operated outpatient medical care facilities across
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`the United States with quarterly revenues exceeding $279 million. SCA has 10,000 employees in
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`over 200 ambulatory surgery centers in 35 states and perform 1 million procedures a year. SCA
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`employed individuals to operate its business at its headquarters locations and at other locations
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`across the United States.
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`57.
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`Over a period spanning several years, Defendants entered into no-poach
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`agreements to eliminate competition among them for employees. These agreements were
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`executed and enforced by the companies’ senior executives and personnel in the recruiting and
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`human resources department. The no-poach agreements were not reasonably necessary to any
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`separate, legitimate business transaction or collaboration between the companies and resulted in
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`injury to the Plaintiff and member of the proposed Class.
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`Effects on Interstate Commerce
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`58.
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`During the relevant time period, Defendants employed members of the Proposed
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`Class throughout the United States, including in this judicial district.
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`59.
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`The Conspiracy substantially reduced competition for labor in the outpatient
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`medical care industry, and suppressed the efficient movement and compensation of senior-level
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`Case: 1:21-cv-03803 Document #: 1 Filed: 07/16/21 Page 18 of 23 PageID #:18
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`employee