What Do Beer, Wine, and T-shirts Have in Common? Lessons from the FTC’s Recent Price Discrimination Cases

There were two significant developments recently at the Federal Trade Commission (FTC) in its enforcement of the Robinson-Patman Act (RPA), a statute that broadly prohibits sellers from engaging in price discrimination that harms competition. First, the Commission settled a litigation against Southern Glazer’s that was initially brought during the Biden administration, and second, the Commission also announced the resolution of an investigation into price discrimination by Gildan Activewear and S&S holdings in the wholesale T-shirt distribution industry. These developments signal a more measured approach to the RPA than in the prior administration but are nonetheless a reminder to companies that the RPA is alive and well and remains an important tool for enforcers and plaintiffs to address price discrimination. Companies that sell to retailers or operate in distribution channels should consider periodic reviews of their pricing structures and compliance programs to ensure compliance with the RPA. 

Key Developments 

Southern Glazer’s Settlement (October 2, 2026) 

The FTC announced a proposed stipulated order with Southern Glazer’s Wine and Spirits LLC, the nation’s largest distributor of wine and spirits, addressing allegedly illegal price discrimination practices. The settlement marks a conclusion to the Commission’s first enforcement action under the Robinson-Patman Act in a generation. 

The FTC’s underlying complaint, filed in December 2024 under the Biden Administration, alleged that Southern Glazer’s charged significantly higher prices for identical bottles of wine and spirits to independent retailers compared to competing large chains, even when those stores were located a few miles or even a few blocks from each other, and that Southern Glazer’s engaged in this discriminatory pricing through discounts and rebates inaccessible to small competitors that were not justified by differences in distribution costs. 

The sweeping settlement covers nearly all Southern Glazer’s wine and spirits sales to the five largest chain retailers in 26 states and will provide direct cash payments to harmed small businesses if an independent monitor finds that Southern Glazer’s violates the settlement order going forward. Under the terms of the order, the settlement targets “paired” transactions where Southern Glazer’s sells a product to a chain retailer at one price while contemporaneously selling that same product to a nearby independent retailer at a higher price, but only if the retailers were in close proximity (as defined in the settlement order) and the differences in price were not de minimis and exceeded state-specific cost differentials (also set forth in the settlement). Southern would violate the order if these overcharges to a particular retailer aggregate to more than $5,000 over a 12-month period. However, the order does not prohibit price differences covered by affirmative defenses to the RPA, such as the “functional availability,” “meeting competition,” and “changing market conditions” defenses. Where violations are found, Southern Glazer’s must pay affected independent retailers up to double the aggregated price differentials, and the order remains in effect for six years under independent monitoring. 

The Commission voted 2-0 to issue the proposed stipulated order, with Chairman Andrew N. Ferguson and Commissioner Mark R. Meador issuing separate statements indicating that neither supported bringing this case in the first instance. However, Chairman Ferguson reiterated that the RPA remains good law and that the FTC will act where it sees evidence of unlawful price discrimination that injures consumers. Commissioner Meador signaled that FTC guidance on the RPA was forthcoming and said that he would support a targeted inquiry into a sector that more directly impacts the cost of living for American families, such as food and groceries.  

Gildan/S&S Holdings Investigation (October 8, 2026) 

Just days after the Southern Glazer’s settlement, the FTC announced that it had secured changes to a partnership agreement between T-shirt manufacturer Gildan Activewear SRL and major wholesale T-shirt distributor S&S Holdings LLC, addressing alleged unfair and discriminatory pricing practices that harmed small businesses and consumers. The FTC opened its investigation after learning that S&S’s contract with Gildan prohibited Gildan from offering certain pricing and discounts to S&S’s competitors. This agreement implicated both Section 2(a) of the RPA, which prohibits sellers from engaging in price discrimination, and Section 2(f), which prohibits knowingly inducing or receiving such discrimination. In response to the investigation, Gildan and S&S amended their agreement to remove the offending provision and expressly provide that nothing in it restricts Gildan’s discretion to set prices or offer partnership support to any other North American wholesale distributor, after which the FTC closed its investigation. The FTC posted a public letter from Gildan confirming that Gildan and S&S have amended the relevant contract.  

Notably, the FTC characterized this matter as building directly on the Southern Glazer’s settlement, which was itself the first RPA case resolved by a federal enforcement agency in over 20 years. Bureau of Competition Director Daniel Guarnera stated plainly: “We will not hesitate to enforce the law when a large, powerful firm insulates itself from competition by forcing sellers to give worse prices to the firm’s competitors.” 

Practical Recommendations for Businesses: 

These back-to-back actions carry important implications for businesses across distribution-intensive industries: 

• Have a plan for RPA compliance. These enforcement actions and the Commissioner’s statements show continued acceptance of the RPA, and companies that are involved in distribution, particularly of consumer products, are advised to develop and implement plans for RPA compliance.  
• Review pricing policies for potential RPA risk. Companies that rely on tiered pricing, volume-based rebates, or promotional campaigns should, in particular, evaluate whether those practices could be characterized as discriminatory under the RPA. 
• Ensure contractual provisions comply with the RPA. Ensure that preferential pricing provisions or exclusivity provisions in distribution agreements are reviewed for potential RPA risk. 

Crowell & Moring’s Antitrust and Competition Law team is ready to assist. We counsel clients across industries on RPA compliance, pricing strategy, and government investigations, and we are closely monitoring the FTC’s evolving enforcement priorities. If you have questions about how these developments may affect your business, or would like to discuss a compliance review, please do not hesitate to reach out to your Crowell & Moring contact or any member of our team.