INTRODUCTION
On October 2, 2026, the Federal Trade Commission (“FTC”) announced that it had reached a settlement with Southern Glazer’s Wine and Spirits, LLC (“Southern Glazer’s”), one of the largest wine and spirits distributors in the United States, concerning allegations of price discrimination. The settlement aims to resolve a lawsuit filed in 2024 over pricing and discount advantages offered to large retail chains that were not equally available to smaller independent retailers.
The dispute concerns different prices charged to competing retailers purchasing the same products from the same supplier during similar periods. The FTC alleged that these practices could limit the ability of small businesses to compete, while Southern Glazer’s denied the allegations.
The settlement includes measures to monitor certain price differences and provide payments to independent retailers under specified conditions. This development is relevant both to the treatment of price discrimination under US antitrust law and to the assessment of similar practices under Turkish competition law.
1. Background of the Dispute and the FTC's Allegations
Southern Glazer’s supplies wine and spirits to major retail chains, including Walmart, Kroger and Total Wine, as well as small independent businesses across the United States.
In its lawsuit filed on December 12, 2024, the FTC alleged that Southern Glazer’s offered pricing advantages to large retail chains without making the same benefits available on equal terms to independent retailers competing with those chains.
According to the FTC, the company charged different prices to retailers purchasing the same products during similar periods. Discounts, rebates and promotional benefits offered to large chains resulted in significant differences in net purchase prices. The FTC also argued that these benefits were not functionally available to smaller businesses and that the price differences could not be sufficiently justified by differences in distribution costs.
To understand the dispute, consider a large retail chain and an independent store operating in the same area. Even when both businesses purchase the same product from the same distributor, discounts offered to the large chain may result in a lower net purchase price. This may affect the independent retailer's ability to set its retail prices and compete with the larger chain.
The FTC particularly focused on retailers located only a few kilometres, and in some cases only a few streets, apart that purchased the same products at different net prices. It alleged that these practices could negatively affect the competitive position of independent retailers.
2. Price Discrimination under the Robinson–Patman Act
The main legal basis of the dispute is the Robinson–Patman Act of 1936, which amended Section 2 of the Clayton Act. In its complaint, the FTC relied on Section 2(a) of the Clayton Act, as amended by the Robinson–Patman Act, and also alleged a violation of Section 5 of the FTC Act, which prohibits unfair methods of competition.
In assessing price discrimination under Section 2(a), several factors are important: sales by the same seller to different purchasers, commodities of like grade and quality, differences in prices and the Act's interstate commerce requirements. However, charging different prices to different purchasers does not automatically constitute a violation. It is also necessary to assess the reasonable possibility of competitive injury.
The Southern Glazer’s case concerns secondary-line price discrimination. This type of discrimination involves potential harm to competition between customers of the same supplier, rather than between the supplier and its own competitors.
In FTC v. Morton Salt Co. (1948), the US Supreme Court recognised that substantial and sustained price differences between competing purchasers may support an inference of competitive injury. In Volvo Trucks North America v. Reeder-Simco GMC (2006), the Court emphasised the importance of comparing purchasers that actually compete with one another.
Therefore, the Southern Glazer’s case concerns not only differences in net purchase prices but also their potential effects on competition between retailers.
3. Legal Proceedings and the Terms of the Proposed Settlement
Following the FTC's lawsuit in December 2024, Southern Glazer’s filed a motion to dismiss, arguing that the allegations were legally insufficient. On April 17, 2025, the US District Court for the Central District of California denied the motion and found the FTC's allegations sufficient for the case to proceed. However, this ruling was not a final judgment on whether the company had violated antitrust law.
The parties later reached a settlement to resolve the dispute without a final judgment on the merits. On October 2, 2026, they submitted a proposed stipulated consent decree and order to the court. Southern Glazer’s did not admit the FTC's allegations of unlawful conduct.
The proposed settlement covers certain transactions in 26 states and provides for a six-year monitoring mechanism. Its main provisions are as follows:
Identification of comparable transactions: Sales to large retail chains and independent retailers will be compared based on product characteristics, transaction dates and store locations. The proposed settlement provides comparison periods of 45 or 75 days and geographic distance limits ranging from 1.5 to 12 miles, depending on the area. Protected independent retailers generally include businesses with 75 or fewer stores in the United States that meet the other conditions of the settlement.
Assessment of price differences: The proposed settlement establishes a safe harbor mechanism. It takes into account Southern Glazer’s state- and year-specific Operating Expense Efficiency and 2.5% of the large retailer's net purchase price for the relevant transaction. Differences in supplier-funded support, referred to as the Supplier Support Differential, are considered separately. The purpose is to distinguish the part of the net price difference explained by these factors from any amount exceeding them.
Remedying excess payments: If an independent retailer's total calculated excess payments arising from qualifying matched transactions exceed USD 5,000 over a 12-month reporting period, a specific payment mechanism may apply. Southern Glazer’s may use the settlement's cure procedure by paying 1.5 times the calculated excess payment amount within 60 days of notification by the independent monitor. If the company does not make this payment, the FTC may seek enforcement before the court. If the FTC prevails, payment of twice the relevant excess payment amount is provided for under the proposed order.
Independent monitoring and compliance obligations: The proposed settlement provides for an independent monitor to review Southern Glazer’s pricing practices for six years. The company must also maintain relevant records and implement a compliance programme designed to support compliance with the Robinson–Patman Act.
The calculated excess payment does not represent the entire price difference between the two retailers. It refers to the remaining amount after taking into account the safe harbor and the differences in supplier-funded support recognised under the proposed settlement. The payment mechanism is specific to this settlement and is not a general damages remedy under the Robinson–Patman Act. Making a payment under this mechanism also does not constitute an admission of an antitrust violation.
Furthermore, submitting the proposed settlement to the court does not amount to a final finding of infringement. Although the parties agreed that Southern Glazer’s would comply with the terms of the proposed order pending court approval, the order becomes enforceable as a court order only upon the court's approval.
4. Assessment under Competition Law
The Southern Glazer’s settlement highlights the distinction between identifying a price difference and assessing its effects on competition. The dispute concerns not only the existence of different prices but also whether the purchasers actually compete with one another and whether the price differences can be explained by economic reasons.
The comparable transaction and safe harbor mechanisms set out in the proposed settlement are intended to assess certain price differences using specific criteria. However, because the parties chose to resolve the dispute through a settlement rather than a final judgment on the merits, the court did not make a final determination on all elements of the FTC's alleged violations.
5. Assessment under Turkish Competition Law: Comparison with the Turkish Competition Board's Uludağ Decision
Under Turkish competition law, price discrimination may be examined under Articles 4 and 6 of Law No. 4054 on the Protection of Competition. Article 6(2)(b) addresses the application of different conditions to equivalent transactions with similarly situated purchasers by a dominant undertaking, as a form of abuse of dominance. Article 4(1)(e), subject to the exception concerning exclusive dealership, addresses discriminatory conditions within the framework of agreements restricting competition.
One example from Turkish competition law practice is the Turkish Competition Board's (“Board”) Uludağ decision dated November 24, 2011, numbered 11-59/1519-544, which examined allegations concerning different prices applied to large retail chains and independent stores.
The case concerned an allegation that Hodri Gıda, a small retailer, purchased Uludağ lemonade at a price higher than the retail price charged to consumers by BİM, a large retail chain operating in the same area. Although the Board referred to Articles 4(1)(e) and 6(2)(b) of Law No. 4054, it first examined whether the two retailers were in equivalent positions.
The Board considered several factors, including BİM's direct purchases from the producer under a central agreement, Hodri Gıda's purchases through a local distributor, differences in purchasing volumes and bargaining power, and the additional commercial functions performed by the large retail chain. It concluded that the two businesses were not in equivalent positions and that the different pricing conditions could be explained by objective economic reasons. Accordingly, the Board decided not to initiate a full investigation.
Although both cases concern pricing advantages enjoyed by large retail chains, they differ in the nature of the price comparison. In the Uludağ decision, the complaint compared the small retailer's purchase price with BİM's retail price to consumers. In the Southern Glazer’s case, the comparison concerned the net purchase prices paid by competing retailers purchasing products from the same distributor.
Nevertheless, both cases address the economic reasons behind different pricing conditions. While the Uludağ decision focused on distribution channels, purchasing volumes and commercial functions, the Southern Glazer’s settlement takes operating expense efficiencies and differences in supplier-funded support into account. In this respect, both cases demonstrate the importance of examining purchasers' commercial circumstances when assessing price discrimination.
The main difference between the two legal systems concerns the conditions for intervention. Under the Robinson–Patman Act, dominance is not a general requirement for examining price discrimination. By contrast, the application of Article 6(2)(b) of Law No. 4054 requires the undertaking to hold a dominant position.
Therefore, if a case similar to Southern Glazer’s occurred in Türkiye and the distributor was not dominant, offering more favourable prices to large retail chains would not, by itself, constitute a competition law infringement. However, if the different pricing conditions arose from an agreement or concerted practice having the object or effect of restricting competition, the conduct could also be assessed under Article 4 of Law No. 4054.
Such allegations may be examined by the Board either ex officio or following a complaint, under Article 40 et seq. of Law No. 4054. As in the Uludağ case, the Board may decide not to open a full investigation following a preliminary inquiry. Alternatively, if sufficient grounds are found, it may initiate an investigation.
Regarding the resolution of competition concerns, there is a functional similarity between the consent decree mechanism under US law and the commitments procedure regulated under Article 43 of Law No. 4054. Both mechanisms may allow competition concerns to be addressed through binding obligations without a final finding of infringement on the merits.
However, under US law, the proposed consent decree is submitted for court approval, whereas in Türkiye, commitments are accepted and made binding by the Board. In addition, the commitments procedure under Turkish competition law is not available for clear and serious infringements. Its scope and other conditions are governed by Law No. 4054 and the relevant secondary legislation.
CONCLUSION
The Southern Glazer’s dispute has raised questions about the circumstances in which pricing advantages offered to large retail chains may become a concern under antitrust law. The proposed settlement takes into account economic reasons for different pricing conditions while establishing specific criteria to monitor price differences that cannot be explained by those reasons. Although the dispute has not resulted in a final finding of infringement, the proposed settlement provides a concrete mechanism for monitoring price discrimination and addressing excess payments.
The comparison with Turkish competition law shows that similar commercial practices may be assessed under different legal conditions. While the Uludağ decision focused on differences in the economic and commercial positions of the purchasers, the Southern Glazer’s settlement focuses on comparable transactions and pricing advantages exceeding the economic differences recognised under the proposed order.
In this respect, both cases show that an assessment of price discrimination should consider not only the price differences between purchasers but also the circumstances in which those differences arise and their potential effects on competition. At the same time, the different legal requirements for intervention under US and Turkish law mean that similar commercial practices may not lead to the same legal outcomes in both jurisdictions.
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