Case 1:21-cv-00351-GHW-VF Document 175 Filed 11/21/22 Page 1 of 128
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` Case Number: 1:21-cv-351-GHW-VF
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`SECOND CONSOLIDATED AMENDED
`CLASS ACTION COMPLAINT
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`DEMAND FOR JURY TRIAL
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`IN RE AMAZON.COM, INC. EBOOK
`ANTITRUST LITIGATION
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`I. 
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`II. 
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`III. 
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`IV. 
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`TABLE OF CONTENTS
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`Page
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`INTRODUCTION ............................................................................................................. 1 
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`JURISDICTION .............................................................................................................. 11 
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`VENUE ............................................................................................................................ 13 
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`PARTIES ......................................................................................................................... 13 
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`A. 
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`Plaintiffs ............................................................................................................... 13 
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`1. 
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`2. 
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`3. 
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`4. 
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`5. 
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`6. 
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`7. 
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`8. 
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`9. 
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`10. 
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`11. 
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`12. 
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`13. 
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`14. 
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`15. 
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`Shannon Fremgen .................................................................................... 13 
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`Mary Christopherson-Juve ....................................................................... 14 
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`Denise DeLeon......................................................................................... 15 
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`Sandra Wilde ............................................................................................ 16 
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`Michael Wilder ........................................................................................ 17 
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`Jordan Sacks............................................................................................. 18 
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`Mariacristina Bonilla ............................................................................... 19 
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`Ethan Silverman ....................................................................................... 19 
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`Jeffery Tomasulo ..................................................................................... 20 
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`Susan Cook and Jeffrey Cook .................................................................. 20 
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`Cecily Lerner ........................................................................................... 21 
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`Lawrence Twill ........................................................................................ 22 
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`Thomas Agostino ..................................................................................... 22 
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`Robert Etten ............................................................................................. 23 
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`Janet Ackerman ........................................................................................ 24 
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`B. 
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`Defendants ........................................................................................................... 24 
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`1. 
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`Amazon .................................................................................................... 24 
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`2. 
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`3. 
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`4. 
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`5. 
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`6. 
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`Hachette ................................................................................................... 25 
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`HarperCollins ........................................................................................... 25 
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`Macmillan ................................................................................................ 26 
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`Penguin .................................................................................................... 26 
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`Simon & Schuster .................................................................................... 26 
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`V. 
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`STATEMENT OF FACTS .............................................................................................. 27 
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`A. 
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`B. 
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`C. 
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`D. 
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`E. 
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`Amazon uses its market dominance to extract a supracompetitive
`transaction fee for each sale on its retail-transaction platform. ........................... 27 
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`Amazon uses its market dominance to shield itself from
`competition through agency agreements with the Big Five. ................................ 29 
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`Amazon’s supracompetitive transaction fee and Parity Clauses
`cause supracompetitive consumer prices. ............................................................ 45 
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`Amazon has responsibility for the supracompeititve eBook prices
`charged by the Big Five. ...................................................................................... 56 
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`The Big Five bear responsibility for the supracompetitive prices
`and Amazon’s current market dominance. .......................................................... 59 
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`1. 
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`2. 
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`3. 
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`4. 
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`5. 
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`6. 
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`The Big Five previously conspired with Apple to fix trade-
`eBook prices............................................................................................. 60 
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`Authorities in the United States and Europe sanctioned the
`Big Five for their price-fixing conspiracy to fix trade-
`eBook prices............................................................................................. 67 
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`After they were sanctioned for conspiring with Apple, the
`Big Five immediately embarked on a price-fixing scheme
`with Amazon. ........................................................................................... 71 
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`Under pressure from the European Commission, Amazon
`agreed not to enforce its MFN and similar anticompetitive
`provisions in the European eBook market. .............................................. 77 
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`Federal and state authorities investigate Amazon’s
`practices, including eBook sales. ............................................................. 79 
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`The District Court for the D.C. Circuit Finds continuing
`collusion among the Big Five. ................................................................. 80 
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`F. 
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`Defendants each benefitted from the trade eBooks-price-fixing
`scheme.................................................................................................................. 82 
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`VI. 
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`INTERSTATE TRADE AND COMMERCE ................................................................. 84 
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`VII.  DEFENDANTS’ MARKET POWER IN THE RELEVANT MARKETS ..................... 84 
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`A. 
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`There is a distinct retail market for trade eBooks. ............................................... 85 
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`B.  Within the retail market for trade eBooks, there is a two-sided
`market for trade-eBook platform transactions. .................................................... 88 
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`C. 
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`D. 
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`The United States is the relevant geographic market(s). ..................................... 89 
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`Amazon dominates the relevant market. .............................................................. 89 
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`VIII.  CLASS ACTION ALLEGATIONS ................................................................................ 92 
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`IX. 
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`X. 
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`ANTITRUST INJURY .................................................................................................... 95 
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`CAUSES OF ACTION .................................................................................................... 97 
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`FIRST CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT –
`MONOPOLIZATION (15 U.S.C. § 2) (AMAZON) ........................................... 97 
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`SECOND CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT
`– ATTEMPT TO MONOPOLIZE (15 U.S.C. § 2) (AMAZON) ........................ 99 
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`THIRD CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT –
`CONSPIRACY TO MONOPOLIZE (15 U.S.C. § 2) (ALL
`DEFENDANTS) ................................................................................................ 101 
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`FOURTH CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT
`– RESTRAINT OF TRADE (15 U.S.C. § 1) (ALL
`DEFENDANTS) ................................................................................................ 104 
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`JURY TRIAL DEMANDED ..................................................................................................... 115 
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`PRAYER FOR RELIEF ............................................................................................................ 115 
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`Plaintiffs allege the following upon personal knowledge as to themselves and their own
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`acts, and as to all other matters upon information and belief, based upon the investigation made
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`by and through their attorneys.
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`I.
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`INTRODUCTION
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`1.
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`Amazon dominates the retail market for the sale of trade eBooks, accounting for
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`nearly 90% of such sales.1 Amazon sells its own trade eBooks and the trade eBooks of other
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`publishers,2 including the Big Five3 publishers that publish the vast majority of trade books, i.e.,
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`“general interest fiction and non-fiction books.”4
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`1 Matt Day and Jackie Gu, The Enormous Numbers Behind Amazon’s Market Reach,
`Bloomberg (Mar. 27, 2019), https://www.bloomberg.com/graphics/2019-amazon-reach-across-
`markets/ (estimating that Amazon controls 88.9% of the eBooks market); Investigation of
`Competition in Digital Markets, Staff Report, 2020, p. 255 n.1561 (stating that in “the eBook
`market” Amazon accounts “for around 88% of total annual unit sales”) (quoting the Digital
`Competition Expert Panel Report at 30).
`2 While Amazon is the direct seller of eBooks to consumers on its Kindle platform, the Big
`Five also are direct sellers. Under the agency agreements between the Big Five and Amazon, the
`eBooks are sold on Amazon’s Kindle platform, and consumers make their payments on the
`Kindle platform. But Amazon accepts those payments as an agent of the Big Five, which are
`responsible for providing the eBook content and setting the price of the transaction. And after
`deducting its transaction fees in accordance with the agency agreements, Amazon remits the
`consumers’ payments to the Big Five.
`3 Plaintiffs use the term “Big Five” or “Publisher Defendants” to refer to the five largest
`publishers in the United States: Defendants Hachette Book Group, Inc. (“Hachette”);
`HarperCollins Publishers L.L.C. (“HarperCollins”); Macmillan Publishing Group, LLC
`(“Macmillan”); Penguin Random House LLC (“Penguin”); and Simon & Schuster, Inc. (“Simon
`& Schuster”). Collectively, the Big Five publishes approximately 80% of all trade books,
`including 90% of best sellers. Dorany Pineda, Freddy Brewster, Stephen King testified against
`publishing’s biggest merger. What you need to know about the antitrust trial, Los Angeles Times
`(Aug. 2, 2022) https://www.latimes.com/entertainment-arts/books/story/2022-08-02/stephen-
`king-testified-against-publishings-biggest-merger-what-you-need-to-know-about-the-antitrust-
`trial; Thad McIlroy, What the Big 5’s Financial Reports Reveal About the State of Traditional
`Book Publishing, Book Business (Aug. 5, 2016), https://www.bookbusinessmag.com/post/big-5-
`financial-reports-reveal-state-traditional-book-publishing/.
`4 United States v. Apple Inc., 952 F. Supp. 2d 638, 648 n.4 (S.D.N.Y. 2013).
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`2.
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`For the trade eBooks of the Big Five and some other publishers, Amazon employs
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`an agency model and provides a retail-transaction platform (i.e., the Kindle platform) for use by
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`other trade-eBook publishers and by consumers. On the publisher side of the platform, Amazon
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`makes the publishers’ eBooks available for sale at prices set by the publishers. On the consumer
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`side, when a consumer purchases an eBook on the Kindle platform, Amazon distributes the
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`eBook to the consumer in exchange for the consumer’s payment to Amazon of the transaction
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`price, comprising the publisher-set sales price and Amazon’s own transaction fee. Amazon
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`completes the transaction by deducting its transaction fee from the consumer’s payment and
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`remitting the remainder to the publisher.
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`3.
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`Amazon’s transaction fee (i.e., commission) for each sale of a trade eBook on its
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`Kindle platform is at least 30% and, routinely exceeds 40% for trade eBooks published by the
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`Big Five that sell for more than $9.99.
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`4.
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`Amazon’s transaction fees vastly exceed Amazon’s transaction costs. On average
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`it costs Amazon only $0.06 to deliver each eBook5 plus Amazon’s low transaction processing
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`costs.6 For example, when Amazon sells a $10 eBook, its cost as a percentage of the sales price
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`is a small fraction of even the 30% “transaction fee,” earning Amazon a return greater than
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`300%. In a but-for competitive market, Amazon could not earn such a supracompetitive profit
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`without losing sales to a competitor and experiencing reduced profits.
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`5 Amazon, eBook Royalties, https://kdp.amazon.com/en_US/help/topic/G200644210
`(explaining that “[a]verage delivery costs are $0.06 per unit sold”).
`6 Amazon offers its own transaction processing service to third-parties for transactions on
`their own websites. See Amazon, Amazon Pay fees, https://pay.amazon.com/help/201212280.
`One can infer that Amazon’s own transaction processing costs are substantially less that the
`2.9% plus $0.30 for Mobile and web-based payment transactions Amazon charges other for
`Amazon Pay.
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`5.
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`There are numerous competitors and potential competitors with competing eBook
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`distribution platforms—including well-known platforms from Google, Apple, Barnes & Noble,
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`and Kobo, smaller platforms like Smashwords, and publishers like HarperCollins that distribute
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`eBooks directly. Multiple startups have also attempted to enter and compete with Amazon. Yet
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`Amazon has been able to both maintain its market share and extract its supracompetitive
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`transaction fee by exercising its market power to block competition.
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`6.
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`Multiple investigative bodies and academics agree that Amazon has monopoly
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`power and has used that power to foreclose retail eBook competition. For example, the nation’s
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`leading antitrust authority, Professor Herbert Hovenkamp, in a written statement to the House of
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`Representatives Judiciary Committee’s Subcommittee on Antitrust, Commercial and
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`Administrative Law (the “House Antitrust Committee”), stated that Amazon’s “very large
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`proportion of the eBook market” made it possible to consider Amazon a monopolist and that, in
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`any event, Amazon’s market power “is very likely sufficient for [antitrust] offenses such as …
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`most-favored-nations agreements” to be shown.7 And the European Commission (through its
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`Directorate General for Competition) found that Amazon has monopoly power (which is called
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`“dominance” in EU antitrust parlance) in the market for the retail distribution of English-
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`language eBooks.8
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`7.
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`To preserve its market dominance, Amazon has coerced eBook publishers into
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`entering into contractual provisions that foreclose competition on price or product availability.
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`7 Statement of Herbert Hovenkamp, 17 April 2020 to the House Judiciary Inquiry into
`Competition in Digital Markets, at 4. Other academic supports this conclusion about Amazon’s
`use of platform MFN. See infra Section V.C.
`8 European Commission, Directorate General for Competition, Case AT.40153 EBook MFNs
`and related matters (Amazon), https://ec.europa.eu/competition/antitrust/cases/dec_docs/40153/
`40153_4392_3.pdf (“EC Decision”) ¶ 56.
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`Because Amazon is the “largest retailer in the United States,” even the Big Five feel “market
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`pressure to distribute through Amazon” and to “acced[e] to Amazon’s request” to insulate
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`Amazon from platform competition and maintain Amazon’s monopoly power in that market.9
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`The Big Five have entered into these contractual restraints even though they claim not to “benefit
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`from immunizing Amazon from competition” and instead are motivated to abate “Amazon’s
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`dominance as an eBook retailer.”10 Yet the publisher agreements with Amazon accomplish the
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`exact opposite, resulting in reduced choice, stifled innovation, decreased output, and increased
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`price in the transaction market for the sale of trade eBooks to consumers.
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`8.
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`For starters, Amazon’s agency agreements with eBook publishers, including the
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`Big Five, contain provisions that operate to prevent publishers from offering their trade eBooks
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`for sale on other electronic platforms, including their own platform, at a price below the price
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`charged when the consumer purchases the trade eBook on the Amazon platform. As publishers
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`testified to the United States House Committee investigating competition among technology
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`platforms, “Amazon always has and still does require MFNs [most-favored-nations clauses].”11
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`The “provisions prevent publishers from partnering with any of Amazon’s competitors and
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`reinforces Amazon’s ‘stranglehold’ and ‘control’ over book distribution.”12
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`9.
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`Moreover, Amazon’s publisher agreements include other far-reaching provisions
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`to shield Amazon’s retail-transaction platform from competition. Together with the MFNs, the
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`provisions fall into four categories: (i) Notification Provisions that contractually obligate a
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`9 Publisher Obj. Response at 10 (ECF 167).
`10 Id. at 22.
`11 House Judiciary Committee, Investigation of Competition in Digital Markets, Oct. 5, 2020
`at 248, https://www.govinfo.gov/content/pkg/CPRT-117HPRT47832/pdf/CPRT-
`117HPRT47832.pdf (“House Report”).
`12 Id.
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`publisher to notify Amazon of the price-related and non-price-related terms offered by or to other
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`platforms for selling eBooks at retail; (ii) a Business Model Parity Clause that obligates
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`publishers to notify and offer to Amazon the terms for the distribution of eBooks under a given
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`business model as a result of that publisher’s distribution of eBooks under that business model;
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`(iii) Selection Parity Clauses that contractually obligate the eBook publisher to make any eBooks
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`or related features and functionality available on eBook platforms; and (iv) express Retail Price
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`Parity Clauses (i.e., MFNs) that preclude the eBook publisher from offering its trade eBooks on
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`any competing platform at a lower price than the price offered on Amazon, thereby foreclosing
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`price competition on eBook platforms.13
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`10.
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`The European Commission uses the term “Parity Clauses” to collectively describe
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`these clauses.14 The European Commission found that Amazon systematically employs the Parity
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`Clauses in its eBook distribution agreements with publishers to (i) extinguish the normal and
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`highly procompetitive incentive and ability of eBook publishers to compete against each other on
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`price, quality, and features; and (ii) extinguish the normal and highly procompetitive incentive of
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`electronic platforms to compete against each other, including on the commission rate charged for
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`the retail delivery and distribution of trade eBooks.15
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`11.
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`In the absence of the Parity Clauses, Amazon would have faced increased price
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`and other forms of competition from alternative electronic platforms and would have been forced
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`to lower its excessive commissions in order to induce eBook publishers to reduce to the
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`13 EC Decision, Sec. 4.5.2-4.5.7.
`14 Id. ¶ 35.
`15 Id. ¶ 36. Amazon has created a template for its agreements with publishers, and the
`template, which often used as the basis for negotiations with publishers, includes all the Parity
`Clauses. Id. ¶ 38. So while the ultimate wording may vary to some degree, the Parity Clauses are
`similar across all of Amazon’s eBook distribution agreements with different publishers. Id. ¶ 38.
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`competitive level the prices they set for purchases made on the Amazon platform. Under normal
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`competitive conditions, eBook publishers could drop the prices they charge for trade eBooks on
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`competing electronic platforms in return for the electronic platform’s comparable reduction of its
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`commission rate below Amazon’s 30%-plus transaction fee. Such an action would benefit the
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`eBook publishers, the consumers, and the competing electronic platforms. The eBook publishers
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`would benefit because their price reduction would be offset by the lower transaction fees and
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`would lead to increased sales as consumers switch to their lower-priced eBooks. Consumers
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`would benefit from lower prices. And the competing electronic platforms would benefit because
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`the lower prices offered on their platforms for the identical eBook would allow them to take
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`transaction volume away from Amazon and increase their market shares.
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`12.
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`The Parity Clauses, however, prevent the eBook publishers from (among other
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`things) lowering their prices on competing electronic platforms in return for lower transaction
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`fees. Under the Parity Clauses, any eBook publisher that lowers its price on a competing
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`electronic platform must lower its price by the same amount on Amazon’s platform. The
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`competing electronic platform would, therefore, receive no competitive advantage or additional
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`sales in return for its lower transaction fee and would not be able to chip away at Amazon’s
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`market share. At the end of the day, in order to lower its price on competing platforms, the
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`eBook publisher would also have to lower its price on Amazon, even though Amazon continued
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`to charge the same exorbitant 30%-plus transaction fee. As a result, eBook publisher’s sales
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`would not sufficiently increase to offset its loss of revenue and the eBook publisher would lose
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`money by implementing the price cut on both Amazon and the competing, lower-cost rival
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`platform. Without the incentive of increasing profits by making the price cut and shifting volume
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`to the rival, lower-cost platform, high prices to consumers and Amazon’s continued dominance
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`are ensured.
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`13.
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`In the absence of the usual competitive pressures and incentives, each eBook
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`publisher knows that, if all publishers raise prices to account for Amazon’s high commission,
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`none of them would be able to reduce its prices on competing platforms to take sales volume
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`from other eBook publishers. Thus, after signing the Amazon agreements, each of the Big Five
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`significantly raised the prices paid by the retail consumers. Penguin increased its trade eBook
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`prices by 30%; HarperCollins by 29.3%; Simon & Schuster by 15.87%; MacMillan by 10.7%;
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`and Hachette by 8.3%. Prices for trade eBooks have remained elevated above what they would
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`have been in a competitive market. At least one contemporary study found that, controlling for
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`other variables, Amazon’s agreements with the Big Five increased the price of eBooks overall by
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`14%. Defendants’ supracompetitive prices have also lowered consumer demand and depressed
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`sales in the trade eBooks market, which have flattened since Defendants’ anticompetitive
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`behavior.
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`14.
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`In a competitive environment, prices would have been substantially lower.
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`Because of the low cost to Amazon to process each transaction and deliver an eBook on its
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`Kindle platform, the competitive commission rate that would have prevailed in the absence of
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`Amazon’s anticompetitive conduct is substantially less than the 30%-plus transaction fee it
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`actually charges. Competing platforms have tried to offer lower transaction prices, innovative
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`business models, and other pro-competitive terms. But competing electronic platforms cannot
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`gain any competitive advantage by attracting consumers with lower rates, because publishers are
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`precluded from setting lower prices by Amazon’s anticompetitive Parity Clauses.16
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`16 House Report at 248.
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`15. Moreover, this case involves more than just the anticompetitive vertical
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`agreements between Amazon and eBook publishers, including the Big Five. It also involves a
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`horizontal agreement among the Big Five, facilitated and joined by Amazon, to execute agency
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`agreements with MFNs and other Parity Clauses and thereby suppress horizontal price
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`competition for the sale of trade eBooks to consumers. This horizontal agreement can be inferred
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`from the circumstantial evidence of plus factors alleged in this complaint, including (as just
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`addressed) that it would have been contrary to the self-interest of each of the Big Five to enter
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`into such an agreement with Amazon unless it knew and understood that the other four members
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`of the Big Five would also execute the agreement—in which case the collective action would
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`redound to the benefit of all the Big Five by eliminating the ability and procompetitive incentive
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`to engage in horizontal price competition. If an eBook publisher entered into the MFN and Parity
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`Clauses with Amazon, but other competing eBook publishers did not, that eBook publisher
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`would be at a significant competitive disadvantage. The other eBook publishers could profitably
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`cut their prices on competing platforms in response to that platform’s lower transaction fees. If
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`the eBook publisher with the Amazon agreement does not also cut its prices, it will lose sales to
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`its competitors. But if it does match their price cuts on competing platforms, it will also have to
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`cut its price on Amazon, where the vast bulk of its sales are made and where it will receive no
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`cost reduction, causing it to suffer profit reduction on every Amazon sale. This is why it is
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`detrimental to the self-interest of every eBook publisher to be bound by the Amazon MFN and
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`Parity Clauses unless the other eBook publishers are also so bound. Then none of them are likely
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`to cut prices. In fact, as explained below, they are likely to raise and actually have raised prices.
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`16.
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`Finally, Defendants’ anticompetitive conduct has caused and continues to cause
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`Plaintiffs (and the Classes defined below) to overpay for trade eBooks.
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`17.
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`Indeed, Amazon’s continued anticompetitive use of Parity Clauses to restrain
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`competitive pricing, innovation, and output in the trade eBook market is brazen in light of
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`repeated investigations into Defendants’ practices. A decade ago, the Big Five conspired with
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`Apple to raise trade eBook prices via agency agreements and MFNs. Their conduct led to
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`concurrent investigations by federal and state prosecutors in the United States and by the
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`European Commission’s Directorate General for Competition, and those investigations resulted
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`in orders prohibiting the publishers from entering into MFNs in connection with the sale of
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`eBooks on either continent for a period of five years. In the United States, the Big Five paid $166
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`million in settlements, and Apple paid $450 million to the consumer class action that initiated the
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`proceedings.17 Yet in 2015—in disregard of existing orders—the Big Five entered agency
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`agreements with Amazon that impose highly restrictive Parity Clauses that mirror the illegal
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`price restraints used in the Apple conspiracy to eliminate retailer discounting and ensure that no
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`rival retail platform can differentiate itself from, or otherwise compete with, Amazon.
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`18.
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`Beginning in 2015, the European Commission investigated Amazon’s
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`anticompetitive Parity Clauses and found that they harmed competition in the distribution and
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`sale of eBooks in European markets.18 Here in the United States, the House Antitrust Committee
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`launched an investigation into Amazon along with other dominant technology platforms. Like
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`the European Commission, the House Antitrust Committee concluded in its October 2020 report
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`17 In re Electronic Books Antitrust Litig., 639 F. App’x 724, 726–27 (2d Cir. 2016).
`18 EC Decision at 8.
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`that Amazon’s use of MFNs was harmful to competition.19 Separately, the Connecticut Attorney
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`General’s office is conducting its own investigation into Amazon’s eBook business.20
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`19.
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` Despite multiple investigations and censure for the use of anticompetitive MFNs
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`and similar provisions in the sale and distribution of trade eBooks, Amazon and the Big Five
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`have employed and continue to employ the same devices to again fix the retail price of trade
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`eBooks in violation of Sections 1 and 2 of the Sherman Act. Like the illegal agreements between
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`Apple and the Big Five, Amazon’s agreements with the Big Five are anticompetitive because
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`they have “removed the ability of retailers to set the prices of their e-books and compete with
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`each other on price, relieved [Amazon] of the need to compete on price, and allowed the [Big
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`Five] to raise the prices for their e-books, which they promptly did[.]”21 The harm caused by
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`Defendants’ supracompetitive prices persists and will not abate unless Amazon and the Big Five
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`are stopped.
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`20.
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`By fixing the retail price of trade eBooks and preventing competition from its
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`eBook retail rivals, Defendant Amazon has willfully acquired and maintained its monopoly
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`power in the U.S. retail trade eBook market. Such conduct is an abuse of monopoly power in
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`violation of Section 2 of the Sherman Act.
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`21.
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`Plaintiffs and the Classes seek monetary recovery, including treble damages, for
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`all overcharges incurred by the Classes as defined herein. Plaintiffs and the Classes are eBook
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`consumers who directly purchase the Big Five’s eBooks on the retail platforms of Amazon and
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`its competitors at prices inflated by Defendants’ anticompetitive conduct. They are direct
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`19 House Report at 248.
`20 Jeffrey A. Trachtenberg and Dana Mattioli, Connecticut Investigating Amazon’s E-Book
`Business, Wall Street Journal (Jan. 13, 2021).
`21 Apple, 952 F. Supp. 2d at 694.
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`purchasers both from the retail platforms (to which they directly make their payment, including
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`the supracompetitive fee charged to complete the transaction on the retail platform) and from the
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`eBook publishers (from which they directly purchase the eBooks through the retail platforms at
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`supracompetitive prices). They have standing to recover damages under Section 4 of the Clayton
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`Act because Defendants’ anticompetitive use of MFNs and similar provisions has materially and
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`proximately injured Plaintiffs and the Classes by reducing their choices as consumers and
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`causing them to pay the supracompetitive prices.
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`22.
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`Further, Plaintiffs and the Classes seek a nationwide injunction that terminates the
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`ongoing violations alleged in this Complaint. Plaintiffs have standing under Section 16 of the
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`Clayton Act because they are threatened with impending future harm in the form of additional
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`overcharges and reduced consumer choice.
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`II.
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`JURISDICTION
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`23.
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`This Court has federal question jurisdiction pursuant to the federal antitrust laws
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`invoked herein, 28 U.S.C. § 1331 and § 1337(a), and 15 U.S.C. § 15(a) and § 26.
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`24.
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`This Court also has subject matter jurisdiction pursuant to the Class Action
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`Fairness Act of 2005, 28 U.S.C. § 1332(d), because at least one Class member is of diverse
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`citizenship from Defendants, there are more than 100 Class members nationwide, and the
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`aggregate amount in controversy exceeds $5,000,000.
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`25.
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`Plaintiffs are residents of Arizona, California, Connecticut, Florida, Iowa,
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`Minnesota, New York, Texas, and Virginia, who purchase trade eBooks from the Big Five
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`through Amazon or its retail rivals. Plaintiffs were harmed and injured financially because of
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`Defendants’ conduct, as described further herein.
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`26.
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`This Court has personal jurisdiction over Defendants under Section 12 of the
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`Clayton Act, 15 U.S. Code § 22, because Defendants reside in this District or may be found or
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`transact business in this District. Each of the Big Five Defendants ha