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The U.S. Department of Justice sued Live Nation Thursday over the 2010 agreement clearing the concert promotion giant's purchase of Ticketmaster, an oft-maligned deal that enforcers now want to unwind and that is blamed for fiascoes like the meltdown of ticket sales for Taylor Swift's Eras tour.

Live Nation and Ticketmaster have faced accusations ever since the platforms merged, including claims that they charged exorbitant prices for concert tickets and retaliated against concert venues that used other ticketing companies.

The DOJ Antitrust Division has moved against the deal's fallout once before, forcing Live Nation in early 2020 to extend and tweak the original merger clearance settlement, over allegations it retaliated against concert venues trying to use ticketing companies other than Ticketmaster. Those Trump-era changes were not enough for Biden-era enforcers, who've been pushed to sue by lawmakers and advocacy groups.

DOJ Sues Live Nation

Calling Live Nation the "monopolist" that "serves as the gatekeeper for the delivery of nearly all live music in America today," the complaint filed in New York federal court and joined by the attorneys general of more than two dozen states and the District of Columbia argued Live Nation and Ticketmaster have used their tremendous power over concert venues and performers "to insert themselves at the center and the edges of virtually every aspect of the live music ecosystem."

"This has given Live Nation and Ticketmaster the opportunity to freeze innovation and bend the industry to their own benefit. While this may be a boon to Live Nation's bottom line, there is a real cost to Americans. As described in detail below, today Live Nation possesses and routinely exercises control over which artists perform on what dates at which venues," the DOJ said.

"Through Ticketmaster, Live Nation also possesses and exercises control over how fans are able to purchase tickets to see their favorite artists in concert and what fees those fans will pay to do so," the DOJ said in the complaint, which explicitly calls for Ticketmaster to be sold off.

DOJ leadership said Thursday that the complaint goes well beyond the 2010 deal clearing the Ticketmaster purchase. While that case was limited to concerns with a single merger under Section 7 of the Clayton Act, Assistant Attorney General Jonathan Kanter, the DOJ's top antitrust official, told reporters that the new complaint targets "a systemic and systematic pattern of anticompetitive conduct that addresses nearly every aspect of the live music supply chain," and it does so under the Sherman Act.

"It is time to break up Live Nation-Ticketmaster. The American people are ready for it," Attorney General Merrick Garland said.

Key to the monopolization lawsuit, according to the DOJ, is what Live Nation calls its "flywheel."

"The flywheel is Live Nation-Ticketmaster's self-reinforcing business model that captures fees and revenue from concert fans and sponsorship, uses that revenue to lock up artists to exclusive promotion deals, and then uses its powerful cache of live content to sign venues into long-term exclusive ticketing deals, thereby starting the cycle all over again," the DOJ said in announcing the complaint. "Live Nation-Ticketmaster's anticompetitive conduct creates even more barriers for rivals to compete on the merits."

Live Nation, which the DOJ says brings in over $22 billion in global annual revenues, responded Thursday by arguing the lawsuit "won't solve the issues fans care about relating to ticket prices, service fees, and access to in-demand shows."

"Calling Ticketmaster a monopoly may be a PR win for the DOJ in the short term, but it will lose in court because it ignores the basic economics of live entertainment, such as the fact that the bulk of service fees go to venues, and that competition has steadily eroded Ticketmaster's market share and profit margin," the company said in a statement.

"Our growth comes from helping artists tour globally, creating lasting memories for millions of fans, and supporting local economies across the country by sustaining quality jobs," the statement continued. "We will defend against these baseless allegations, use this opportunity to shed light on the industry, and continue to push for reforms that truly protect consumers and artists."

The 128-page complaint lays out a litany of allegedly anticompetitive conduct designed to punish, scoop up or block any challenger to the dominance of Live Nation's promotion business and Ticketmaster's ticketing juggernaut, such as by preventing venues from turning to more than one promoter or ticketing service and by permitting artists to use company venues only if they agree to use Live Nation's promotion services.

"Live Nation directly manages more than 400 musical artists and, in total, controls around 60% of concert promotions at major concert venues across the country. Live Nation also owns or controls more than 265 concert venues in North America, including more than 60 of the top 100 amphitheaters in the United States," the DOJ said. "For comparison, its closest rival owns no more than a handful of top amphitheaters. And, of course, through Ticketmaster, Live Nation controls roughly 80% or more of major concert venues' primary ticketing for concerts and a growing share of ticket resales in the secondary market."

The complaint comes with specific quotes from company documents, including in allegations centered on a partnership with onetime competitor Oak View Group, which "has described itself as a 'hammer' and 'protect[or]' for Live Nation." In recent years, the complaint said, Oak View Group has avoided bidding against Live Nation when signing artists and influenced venues to sign onto exclusive agreements making Ticketmaster their ticketing provider.

According to the complaint, Live Nation has "scolded Oak View Group multiple times for trying to compete." That included when Live Nation's CEO called it "stupid" to allow artists to play the companies against each other.

Live Nation also allegedly locked venues into long-term exclusive contracts.

In addition, the complaint outlines threats of retaliation against would-be concert promotion rivals, as well as the acquisition of competitors and prospective competitive threats, even one in Tennessee called AC Entertainment that Live Nation's chief strategy officer described as "not super exciting," in a deal that "feels like more of a defensive move" to "keep [rival] AEG out of the region."

Live Nation also allegedly threatened concert venues and promoters who considered choosing rivals, according to the complaint.

"The real world, practical costs of Live Nation's strategy are well-known. Public frustration with concert ticket pricing and sales is a constant drumbeat. The fees that must be paid to attend a live concert in America far exceed fees in comparable parts of the world," the DOJ said. "Any fan who has logged onto Ticketmaster's website to buy a concert ticket knows the feeling of shock and frustration as the base cost of the ticket increases dramatically with the addition of fees."

While the DOJ itself is not seeking financial penalties, some of its state attorneys general partners are under their respective authorities, which could put a hefty price tag on any finding of liability.

The new lawsuit joins private volleys lobbed against Live Nation, which has been battling litigation from investors and concertgoers.

Customers accuse Live Nation and its Ticketmaster subsidiary of charging exorbitant prices for concert tickets ever since the platforms merged. The customers say the consolidation allowed the companies to use their concert promotion business, which books musical acts at the country's largest venues, to maintain and reinforce their market dominance.

The Obama-era DOJ cleared that $2.5 billion purchase under a consent decree requiring the merged company to sell off assets and to license certain software to a competitor. It also included conduct commitments prohibiting Live Nation from retaliating against or threatening concert venues for using another ticketing provider for 10 years, commitments the DOJ said in December 2019 that Live Nation had violated, forcing the company the following month to extend the agreement for an additional five and a half years.

The DOJ had called the deal extension, and tweaks, the "most significant enforcement action" the agency had taken on an existing antitrust consent decree in 20 years. The modifications were meant to clarify what type of conduct Live Nation is prohibited from engaging in when it comes to concert venues, and to allow for easier detection and enforcement if future violations occur.

The changes included adding language that expressly prohibited Live Nation from withholding concerts from a venue if the venue chooses a ticketing provider other than Ticketmaster, and from threatening to withhold concerts.

Those tweaks were not enough to assuage lawmakers and advocacy groups, especially in the wake of high-profile ticket sales debacles.

Sen. Amy Klobuchar, D-Minn., chair of the Senate Judiciary antitrust subcommittee, voiced alarm in November 2022 over the combined 70% control over ticket sales by Ticketmaster and Live Nation.

"In truth, there is no other choice," for buying and selling tickets, Klobuchar said at the time, describing the company as a monopoly and asserting that it's been quietly buying up venues and arenas. "It is a vertical integration. That is why we are pushing the Justice Department to look at this and to look at that consent decree, of which they have power over."

Live Nation at the time defended its business practices and the "competitive nature" of the industry, which it asserted the DOJ recognized.

"For the past 12 years Live Nation has operated under a consent decree that among other things seeks to prevent anticompetitive leveraging of Live Nation promoted content to advantage Ticketmaster. Pursuant to the amended decree voluntarily entered in 2020, Live Nation's compliance is monitored by a former federal judge," the company said at the time. "There never has been and is not now any evidence of systemic violations of the consent decree. It remains against Live Nation policy to threaten venues that they won't get Live Nation shows if they do not use Ticketmaster, and Live Nation does not reroute content as retaliation for a lost ticketing deal."

Lawmakers continued to investigate, only for Sen. Richard Blumenthal, D-Conn., chair of the Senate Permanent Subcommittee on Investigations, to accuse the companies a year later of failing to cooperate, prompting

a congressional subpoena demanding documents and internal communications related to Live Nation and Ticketmaster's "ticket pricing, fees and resale practices as well as the company's relationship with artists and venues," according to a statement Blumenthal released at the time.

More recently, a major congressional critic of the companies, Rep. Bill Pascrell Jr., D-N.J., in March highlighted an expert report from a long-running lawsuit as further proof of the ticketing juggernauts' "rampant, corrupt and abusive practices."

In a letter to senators investigating the deal, Pascrell focused specifically on purported rebates paid and negotiated with vendors in talks not disclosed to agents, managers or co-promoters.

According to the letter, the rebates paid to Live Nation and Ticketmaster "may be directly correlated to the negotiated increased value of expenses," potentially making events more expensive for the artists, agents and independent promoters onto whom the extra costs are passed.

The rebates, Pascrell said, could mean Live Nation and Ticketmaster are able to turn a profit not reflected in public statements given to artists and others involved.

The government is represented by Bonny Sweeney, Seana Buzbee, Alex Cohen, Brittney Dimond, Jonathan Goldsmith, Matthew Huppert, Collier Kelley, Sarah Licht, Arianna Markel, Jennifer Roualet, Chinita Sinkler, John R. Thornburgh II and Robert Vance with the DOJ Antitrust Division.

The states are represented by their respective attorneys general's offices.

Live Nation is represented by Al Pfeiffer, Tim O'Mara and Andy Gass of Latham & Watkins, and Dave Marriott and Jesse Weiss of Cravath Swaine & Moore.

The case is United States of America et al. v. Live Nation Entertainment Inc. et al., case number 1:24-cv-03973, in the U.S. District Court for the Southern District of New York.