 (Violation of N.C. Gen. Stat. §§ 75-1 & 75-2)   (Violation of the Sherman Act, § 1)   13.  Plaintiff does not, as yet, know the exact size of the Proposed Class because  such information is in the exclusive control of Duke and UNC.  Based upon publically  available information, there are at least thousands of Class members.  Joinder of all  members of the Class, therefore, is not practicable.   15.  These and other questions of law and fact are common to the Proposed  Class, and predominate over any questions affecting only individual members of the  Proposed Class.   16.  Plaintiff’s claims are typical of the claims of the Proposed Class.   17.  Plaintiff will fairly and adequately represent the interests of the Proposed  Class and has no conflict with the interests of the Proposed Class.   18.  Plaintiff has retained counsel experienced in antitrust and class action  litigation to represent herself and the Proposed Class.   19.  This class action is superior to the alternatives, if any, for the fair and  efficient adjudication of this controversy.  Prosecution as a class action will eliminate the  possibility of repetitive litigation.  There will be no material difficulty in the management  of this action as a class action.  By contrast, prosecution of separate actions by individual  members of the Proposed Class would create the risk of inconsistent or varying  adjudications, and be inefficient and burdensome to the parties and the Court.  V.  20.  During the Class Period, Duke and UNC employed members of the  Proposed Class in North Carolina, including in this judicial district.   21.  The No-Poach Understanding has substantially affected interstate  commerce throughout North Carolina and the United States, and has caused antitrust  injury throughout North Carolina and the United States.  B.  Competition For Academic Faculty Between Duke and UNC   23.  In a properly functioning and lawfully competitive labor market, Duke and  UNC would compete for faculty members by recruiting and hiring from each other,  particularly because Duke and UNC are only about 14 miles apart, well-within  commuting distance.  The consequence of this proximity on competition for faculty is  profound.  Any other potential employer with similar prestige, research support, and  quality of academic culture would require a faculty member to move to a distant city.   This involves significant costs, such as uprooting a family, finding new schools for  children, finding new places of worship, and finding alternative employment for a  spouse.  None of these costs would occur if a faculty member switched between Duke  and UNC.  As a result, but for the No-Poach Understanding, Duke and UNC would have  been very important competitors for faculty, and their competition would have driven up  faculty pay.   24.  Duke and UNC hired junior faculty immediately after the new hires  received their relevant graduate degrees, but these hires require training, and have no  track record as a faculty member from which Duke and UNC could accurately and  confidently predict job performance.  Such junior hires also require supervision,  particularly as they seek to attain tenure.  Further, tenure reviews themselves are labor- intensive and costly for the hiring institution to conduct.  Hiring experienced faculty, by  contrast, results in a faculty member with a proven track record of success.  Faculty hired  directly into a tenured position require far less supervision and training than junior  faculty hired directly from their graduate program.  But for the No-Poach Understanding,  therefore, Duke and UNC would have recruited and hired experienced faculty from each  other.   26.  Second, the availability of desirable positions at competing employers  forces employers to reactively increase compensation to retain faculty who are likely to  join a competitor institution.  This can occur both when a particular faculty member or  group of faculty become interested in switching employers and the current employer  responds by offering a compensation increase to retain them, or when an employer  responds to overall attrition rates among its faculty by increasing compensation levels.  In  the former case, even a targeted increase designed to retain specific faculty members will  put upward pressure on the entire faculty compensation structure.   27.  The positive compensation effects of hiring faculty from competitors are  not limited to the particular individuals who seek new employment, or to the particular  individuals who would have pursued new positions but for the No-Poach Understanding.   Instead, the effects of recruiting and hiring from competitors (and the effects of  suppressing recruiting and hiring, pursuant to agreement) commonly impact all faculty of  the participating institutions.   29.  To accomplish these objectives, Duke and UNC set compensation levels for  different faculty categories that apply to all faculty within those categories.  Duke and  UNC also compared compensation levels across different faculty categories to ensure  equity as between categories.  Duke and UNC also analyze and update their faculty  compensation structures annually, in a process that involves the very senior  administrators who entered into, implemented, and enforced the No-Poach  Understanding.   30.  While Duke and UNC sometimes engaged in negotiations regarding  compensation levels with individual faculty members, these negotiations occurred from a  starting point of the pre-existing and pre-determined compensation level.  The eventual  compensation any particular faculty receives is either entirely determined by the preset  level, or is profoundly influenced by it.     32.  Duke senior administrators discussed the No-Poach Understanding at a  Dean’s Cabinet meeting on October 1, 2001.  Attendees included Kate Bartlett (then  Dean of Duke Law School), Doug Breeden (then Dean of Duke School of Business), Bill  Chafe (then Dean of the Duke Faculty of Arts and Sciences and Vice-Provost for  Undergraduate Education), Rob Clark (then Dean of the Duke School of Engineering),  Greg Jones (then Dean of the Duke Divinity School), Nannerl Keohane (then President of  Duke), Peter Lange (then Duke Provost), Bill Schlesinger (then Dean of the Duke School  of the Environment), Lew Siegel (then Dean of the Duke Graduate School), and Tallman  Trask (then Duke’s Executive Vice President and Treasurer).  The first item of business  at the meeting was to discuss “Agreements Between Duke/UNC Regarding Recruiting”,  and the minutes confirm: “There has been a casual understanding between Duke and  UNC that no recruiting would take place between the two institutions.”  The minutes  further explain: “It is mutually advantageous to both schools to adhere to this practice.”   33.  The No-Poach Understanding continued well past 2001, and was enforced  by many of the same senior administrators who attended the October 1, 2001 Dean’s  Cabinet meeting.  For example, in 2011, Duke’s Lange discussed the matter in-person  with UNC’s Chancellor, Holden Thorpe.  Thorpe testified that Lange told him: “we  [UNC] should not be trying to move Duke faculty to UNC because if we did, Duke had a  lot more money than we did and we were going to come out on the losing end of that  deal.”  Internal UNC emails exchanged with Thorpe thereafter referenced the No-Poach  Understanding.   35.  At the time, Keller also confirmed to Keohane that the No-Poach  Understanding had been in place for decades.  He wrote to her: “I can say that I have  been informed, ever since I’ve been the Dean, we have an agreement with UNC that we  will not aggressively seek faculty or staff between our institutions.”  Keller had been the  Dean of Duke School of Business since 1974.   D.  Duke and UNC Concealed The No-Poach Understanding From the  Class, Including Plaintiff    37.  But for discovery made public from the Seaman case, Plaintiff would have  remained unaware that the No-Poach Understanding occurred.  Because of the secrecy of  the No-Poach Understanding and Duke and UNC’s acts of concealment, Plaintiff and the  proposed Class did not and could not have known that UNC and Duke were engaged in  an illegal conspiracy to suppress faculty wages by restraining recruitment and hiring of  one another’s faculty prior to August 25, 2017.  Further, the secrecy of the No-Poach  Understanding and Defendants’ acts of concealment would have thwarted any reasonable  effort to discover the No-Poach Understanding prior to August 25, 2017.    38.  Plaintiff, on behalf of herself and all others similarly situated, realleges and  incorporates herein by reference each of the allegations contained in the preceding  paragraphs of this Complaint, and further allege against Duke as follows.   39.  Duke and UNC entered into and engaged in unlawful agreements in  restraint of the trade and commerce described above in violation of Section 1 of the  Sherman Act, 15 U.S.C. § 1.  Beginning no later than 2001 and continuing until  approximately February 5, 2018, Duke and UNC engaged in continuing trusts in restraint  of trade and commerce in violation of Section 1 of the Sherman Act.   41.  As a direct and proximate result of Duke and UNC’s No-Poach  Understanding, members of the Proposed Class have suffered injury to their property and  have been deprived of the benefits of free and fair competition on the merits.   42.  The unlawful No-Poach Understanding had the following effects, among  others:  a.  competition between Duke and UNC for faculty was suppressed,  restrained, or eliminated; and  b.  Plaintiff and members of the Proposed Class have received lower  compensation from Duke and UNC than they otherwise would have received in the  absence of the No-Poach Understanding, and, as a result, have been injured in their  property and have suffered damages in an amount according to proof at trial.   43.  The acts done by Duke and UNC as part of, and in furtherance of, their  contracts, combinations or conspiracies were authorized, ordered, or done by their  respective administrators while actively engaged in the management of Duke and UNC’s  affairs.   44.  The No-Poach Understanding is a per se violation of Section 1 of the  Sherman Act.   46.  Plaintiff, on behalf of herself and all others similarly situated, realleges and  incorporates herein by reference each of the allegations contained in the preceding  paragraphs of this Complaint, and further allege against Defendant Duke as follows.   47.  Duke and UNC entered into and engaged in unlawful agreements in  restraint of the trade and commerce described above in violation of N.C. Gen. Stat.  §§ 75-1 and 75-2.     48.  Duke and UNC’s agreements have included concerted action and  undertakings among them with the purpose and effect of: (a) fixing the compensation of  Plaintiff and the Class at artificially low levels; and (b) eliminating, to a substantial  degree, competition between Duke and UNC for faculty.   49.  As a direct and proximate result of Duke and UNC’s No-Poach  Understanding, members of the Proposed Class have suffered injury to their property and  have been deprived of the benefits of free and fair competition on the merits.   50.  The unlawful No-Poach Understanding had the following effects, among  others:  a.  competition between Duke and UNC for faculty was suppressed,  restrained, or eliminated; and  b.  Plaintiff and members of the Proposed Class have received lower  compensation from Duke and UNC than they otherwise would have received in the  absence of the No-Poach Understanding, and, as a result, have been injured in their  property and have suffered damages in an amount according to proof at trial.   52.  The No-Poach Understanding is a per se violations of N.C. Gen. Stat.  §§ 75-1 and 75-2.   53.  Accordingly, Plaintiff and members of the Class seek three times their  damages caused by Duke and UNC’s violations of N.C. Gen. Stat. §§ 75-1 and 75-2, the  costs of bringing suit, reasonable attorneys’ fees, and a declaration that such agreement is  unlawful.  A.  Trade and Commerce   V.  FACTUAL ALLEGATIONS ..............................................................................................5  A.  Trade and Commerce ...............................................................................................5  B.  Competition For Academic Faculty Between Duke and UNC ................................5  C.  Duke And UNC Had A Decades-Long Understanding Not To Compete  For Each Other’s Faculty .........................................................................................9  D.  Duke and UNC Concealed The No-Poach Understanding From the Class,  Including Plaintiff ..................................................................................................10 