ANSWER to Complaint byVisa Inc.. (DiCanio, Jack) (Filed on… — United States v. Visa Inc. and Plaid Inc. (Dkt. 50)

Summary

This is Defendant Visa Inc.'s Answer to Complaint, Doc. 50, dated November 27, 2020, in United States of America v. Visa Inc. and Plaid Inc., Case No. 4:20-cv-7810-JSW, U.S. District Court for the Northern District of California, Oakland Division. Visa answers the Complaint, which it states was filed on November 5, 2020 by the United States, and denies every allegation not expressly admitted. Its Preliminary Statement describes the action as one to enjoin Visa's proposed acquisition of Plaid under the antitrust laws and disputes the potential competition theory. The answer then responds to the numbered paragraphs and, at paragraph 79, requests the costs incurred in defending the action. The signature block shows /s/ Jack DiCanio.

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DEFENDANT VISA INC.’S ANSWER TO COMPLAINT 
 
CASE NO. 4:20-cv-7810-JSW 
JACK P. DICANIO (SBN 138782) 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 
525 University Avenue, Suite 1400 
Palo Alto, California 94301 
Telephone: (650) 470-4500 
Facsimile: (650) 470-4570 
Email: 
Jack.DiCanio@skadden.com 
 
STEVEN C. SUNSHINE (pro hac vice) 
TARA REINHART (pro hac vice) 
JULIA YORK (pro hac vice) 
JOSEPH CIANI-DAUSCH (pro hac vice) 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 
1440 New York, N.W. 
Washington, D.C. 20005 
Telephone: (202) 371-7000 
Facsimile 
(202) 393-5760 
Email: 
steven.sunshine@skadden.com 
Email: 
tara.reinhart@skadden.com 
Email: 
julia.york@skadden.com 
Email: 
joseph.ciani-dausch@skadden.com 
 
KAREN LENT (pro hac vice) 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 
One Manhattan West 
New York, New York 10001 
Telephone: (212) 735-3000 
Facsimile 
(212) 735-2000 
Email: 
karen.lent@skadden.com 
 
Attorneys for Defendant 
VISA INC. 
UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF CALIFORNIA 
OAKLAND DIVISION 
 
UNITED STATES OF AMERICA 
 
 
 
 
 
Plaintiff, 
 
 
 
v. 
 
VISA INC. and PLAID INC., 
 
 
 
 
 
Defendants. 
 
CASE NO.: 4:20-cv-7810-JSW 
 
DEFENDANT VISA INC.’S ANSWER 
TO COMPLAINT 
 
 
 
 
 
 
Case 4:20-cv-07810-JSW   Document 50   Filed 11/27/20   Page 1 of 19

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2 
ANSWER OF DEFENDANT VISA INC. 
Defendant Visa Inc. (“Visa”) by and through its undersigned counsel, answers as follows 
the allegations of the Complaint filed on November 5, 2020 (the “Complaint”), by the United 
States (“Plaintiff”).  Except for those allegations expressly admitted herein, Visa denies each and 
every allegation in the Complaint.  Except as noted herein, Visa lacks knowledge or information 
sufficient to form a belief as to the truth of the allegations regarding statements made in internal 
documents by Plaid Inc. (“Plaid”), or any other allegations regarding non-public statements, 
commercial plans, or intentions of companies other than Visa.  Visa expressly denies that Plaintiff 
is entitled to the relief requested or any other relief.  Visa reserves the right to amend this Answer. 
 
PRELIMINARY STATEMENT 
This is an action by the United States seeking to enjoin Visa’s proposed acquisition of Plaid 
under the antitrust laws.  As Plaintiff concedes, Plaid and Visa are not competitors today; instead, 
Plaintiff’s Complaint postulates that the proposed acquisition threatens competition because Plaid 
is supposedly a potential competitor to Visa in an alleged market for online debit transactions.  
“Potential competition” theories like this one have for decades been evaluated under Section 7 of 
the Clayton Act—the federal antitrust statute specifically designed to address mergers—and have 
found almost no traction in the courts.  Likely aware that potential competition cases are extremely 
difficult to win, Plaintiff has tacked on a Section 2 Sherman Act claim in the apparent hope of 
avoiding unfavorable Section 7 precedent.  That choice is puzzling because Section 2, which 
prohibits monopolization, imposes equally—if not more—stringent evidentiary requirements on 
Plaintiff than does Section 7.  In any event, regardless of which statute is ultimately applied, 
Plaintiff’s misconceived “potential competition” theory of harm fails on the facts.  Plaintiff’s 
narrative—that Visa is acquiring Plaid in order to crush a (purportedly) unique dangerous threat to 
a (supposed) monopoly—is nothing more than a patchwork of excerpted party documents and 
testimony taken out of context, stitched together with conclusory allegations where facts do not 
exist, and embellished with irrelevant and stale customer complaints unrelated to Plaid and this 
acquisition. 
Case 4:20-cv-07810-JSW   Document 50   Filed 11/27/20   Page 2 of 19

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In reality, the significant, tangible, near-term benefits that will be derived from the 
transaction simply dwarf the highly remote and speculative risk of anticompetitive effects that 
Plaintiff posits.   
Visa and Plaid operate in different but complementary spheres.  Visa’s core competency is 
facilitating consumer-to-business (C2B) transactions.  Visa operates a payment network that allows 
hundreds of millions of consumers to pay for goods and services at millions of merchants in the 
United States and around the world using Visa-branded debit, credit, and prepaid cards.1  Visa’s 
payment network competes with other card-based networks including Mastercard, Discover, and 
American Express, other payment methods commonly used by consumers, such as cash, check, and 
ACH (Automated Clearing House), and competing debit networks including Accel, Star, NYCE, 
and Pulse.  Plaid, by contrast, plays no role in this C2B payment ecosystem.  Plaid’s core 
competency is enabling users to “connect” their financial accounts to apps from financial 
technology firms (“fintechs”) through its application programming interfaces (APIs).  In essence, 
Plaid moves data, not money, and it competes with other “connector” firms such as Finicity and 
Yodlee.     
Visa’s motivation to acquire Plaid—and Visa’s valuation of Plaid—is founded on the 
growth of this “connector” segment and driven by the opportunity for Visa to develop closer 
relationships with the proliferating ecosystem of fintechs, and by the promise of creating new value 
by combining Visa’s and Plaid’s complementary capabilities.  Notably, these very same 
opportunities drove Mastercard to acquire Plaid’s competitor Finicity—as Mastercard president 
Michael Miebach stated when announcing the deal, “[w]ith the addition of Finicity, we expect to 
not only advance our open banking strategy, but enhance how we support and accelerate today’s 
digital economy across several markets.”2  The Mastercard/Finicity transaction is the mirror image 
                                                 
1 Debit cards allow consumers to access funds in a demand deposit account with a financial 
institution.  Credit cards allow consumers to access a line of revolving credit that has been granted 
by a financial institution.  Prepaid cards allow consumers to access funds that have been pre-loaded 
onto the card by the consumer through some other payment mechanism (including cash). 
2 Mastercard to Acquire Finicity to Advance Open Banking Strategy, Mastercard Investor 
Relations (June 23, 2020), https://investor.mastercard.com/investor-news/investor-news-
details/2020/Mastercard-to-Acquire-Finicity-to-Advance-Open-Banking-Strategy/default.aspx.  
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of the Visa-Plaid acquisition, and one that Plaintiff approved shortly after it filed this Complaint.   
Plaintiff dismisses these obvious complementarities and procompetitive opportunities, and 
seeks to portray Visa as motivated by fear that Plaid was building a C2B payments network 
allowing consumers to pay for purchases directly from their bank accounts (a “pay-by-bank” 
(PBB) platform).  But Plaintiff ignores that Plaid’s research and development efforts—consisting 
of a small number of pipeline products that Plaid began developing only months before the 
transaction discussions began—do not actually constitute a PBB platform that would compete with 
Visa’s debit products for C2B transactions.  Nor does Plaintiff provide a shred of detail as to how 
or when these pipeline products would evolve into a competing product with commercial 
acceptance.  And, mystifyingly, the Complaint paints Plaid as a unique entrant into the alleged 
“online debit” market, when existing players with existing payments relationships with both 
merchants and consumers (such as providers of payment processing and digital wallets) are far 
better situated to enter.  Plaintiff’s misguided effort to block Visa’s acquisition of Plaid, while 
simultaneously approving the acquisition of one of Plaid’s major competitors (Finicity) by Visa’s 
principal competitor (Mastercard), when Mastercard has announced plans to do with Finicity just 
what Visa intends to do with Plaid, creates an unlevel playing field in emerging product spaces and 
seeks to deprive consumers of robust competition between Mastercard/Finicity and Visa/Plaid.  In 
fact, Mastercard/Finicity wasted no time—a little over a week after the Mastercard/Finicity 
transaction was approved by the DOJ, Finicity announced Finicity Pay, “an integrated solution set 
that enables payments, account creation, and fraud mitigation.”3    
While Plaintiff may wish away the substantial body of evidence demonstrating Visa’s 
procompetitive motivations and plans, Plaintiff will face a heavy burden in proving each of the 
requisite elements of Section 2 and Section 7.  The allegations Plaintiff offers to satisfy those 
elements strain credulity. 
First, Plaintiff seeks to gerrymander a relevant product market of “online debit 
transactions” to artificially inflate Visa’s market share.  The made-for-litigation nature of this 
                                                 
3 Lisa Kimball, Finicity Pay for Faster Payments, Instant Account Verification, Less Fraud, 
Finicity (November 24, 2020), https://www.finicity.com/finicity-pay-instant-account-verification/. 
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market is patently evident upon examination of the transactions purportedly included in the market 
and transactions Plaintiff has excluded.  The purported market excludes credit cards, which are 
functionally interchangeable with debit for online transactions, but it includes  PBB platforms—
which Plaintiff admits do not yet exist in the United States.  Plaintiff merely assumes that if PBB 
platforms do take hold in this country they will be sufficiently interchangeable with debit to 
constrain debit pricing.  Plaintiff excludes online transactions effected directly using ACH, but, 
contradictorily, includes PBB platforms that use ACH for clearing and settlement.  This highly-
engineered, outcome-driven product market definition is facially defective and is on its own fatal to 
Plaintiff’s case. 
Second, Plaintiff puts forward the dubious assertion that Visa is a monopolist in this 
contrived market.  The Supreme Court has made clear that high market shares alone are not 
sufficient to find monopoly power, which it has defined as the unilateral ability to control prices 
and exclude competition.  Plaintiff asks this Court to find that Mastercard, whose market 
capitalization ranks in the Top 15 of U.S. companies and processed more than $3 trillion in total 
debit transactions worldwide last year, is a fringe competitor with no meaningful ability to act as a 
check on Visa.  Nothing could be further from the truth.  In recent years, Mastercard has convinced 
numerous banks to switch their debit card portfolios from Visa to Mastercard and competition has 
driven down overall pricing on accounts.  Were Visa to raise the price of debit transactions to 
market participants, Mastercard would have the ability to significantly expand the number of debit 
transactions it processes.  These facts are fundamentally inconsistent with any notion that Visa has 
the unilateral ability to dictate market prices and output. 
Third, Plaintiff would have this Court believe that Plaid is in the near future poised to create 
a compelling two-sided payment network capable of competing with Visa—despite Plaid’s 
pipeline products having no consumer awareness or merchant adoption, Plaid having no experience 
in the payments space, being nowhere close to having the requisite feature set to operate a network 
(such as chargeback rules, dispute management, and consumer purchase protection), and having no 
reasonable path to developing all of these necessary features or relationships.  To be clear, Plaid is 
not a payment processor and its products do not move money.  Plaid’s alleged “pay-by-bank” debit 
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service today consists entirely of research and development products that are principally designed 
to help Plaid’s fintech customers with peer-to-peer and account-to-account use cases.  These ideas 
could be construed as a first attempt at a basic money movement offering designed for Plaid’s 
fintech customers by a data aggregation company with no prior payments experience, but in no 
universe could they be seen as a potential rival to the established, sophisticated debit networks 
trusted by consumers and merchants alike.   
Fourth, Plaintiff alleges that, notwithstanding this vast chasm between Plaid’s current 
capabilities and the debit networks operated by Visa, Mastercard, and others, Plaid is “uniquely 
positioned” to introduce a PBB debit service in competition with Visa.  Such a claim defies 
common sense in the face of a long list of potential entrants better positioned than Plaid to 
introduce a competitive PBB debit service.  The most obvious entity better positioned to introduce 
a PBB debit service is Mastercard, which already operates a PBB platform outside the United 
States, and has explicitly communicated publicly that it intends to use its acquisition of Finicity to 
accelerate its foray into account-based payments.  American Express and the dozen-plus PIN debit 
networks are also much more likely potential entrants, given that they already operate sophisticated 
two-sided payment networks.  Others with significantly greater payments experience, consumer 
brand awareness, and/or merchant relationships than Plaid include PayPal, Apple, Google, Stripe, 
Square, Zelle, and FIS.   
Finally, Plaintiff summarily dismisses the substantial efficiencies that would be generated 
by the transaction.  The Complaint omits any mention of Visa’s plans to integrate payment 
functionality into Plaid’s APIs, creating new and valuable solutions for Plaid’s customers, or of 
Visa’s plans to accelerate Plaid’s entry into markets outside the United States.  Presumably in an 
effort to undermine these benefits, Plaintiff focuses on “cost dissynergies” that it contends are 
associated with the transaction—neglecting to explain that these cost dissynergies are, in reality, 
pro-competitive investments that Visa plans to make for the purpose of enhancing the functionality 
and security of Plaid’s products.  
For these reasons, and others described below and to be presented at trial, Plaintiff’s claims 
are entirely without merit. 
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7 
SPECIFIC RESPONSES TO PLAINTIFF’S ALLEGATIONS 
I. 
INTRODUCTION4 
1. 
Visa admits that “everywhere you want to be” is Visa’s corporate slogan for all of its 
products, including credit cards, debit cards, and digital payments, and that Visa offers 
consumers a wide array of payment alternatives.  Visa lacks knowledge or information 
sufficient to form a belief as to the remaining allegations in Paragraph No. 1, and therefore 
denies the allegations.  
2. 
Visa admits that American consumers make purchases online.  Visa lacks knowledge or 
information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 
No. 2, and therefore denies the allegations. 
3. 
Visa admits that American consumers use various payment options, including debit and credit 
cards, to buy goods and services on the internet. Visa lacks knowledge or information 
sufficient to form a belief as to the truth of the remaining allegations in Paragraph No. 3, and 
therefore denies the allegations. 
4. 
Paragraph No. 4 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations.  Visa admits the second 
sentence of Paragraph No. 4. To the extent that the allegations in the fourth sentence of 
Paragraph No. 4 purport to quote documents and/or statements, Visa respectfully refers the 
Court to those documents and/or statements in their entirety for a complete and accurate 
description of their contents.  To the extent that the fourth sentence of Paragraph No. 4 
purports to quote testimony, Visa respectfully refers the Court to the testimony cited therein in 
their entirety for a complete and accurate description of their contents. Visa denies the 
remaining allegations in Paragraph No. 4.  
5. 
Paragraph No. 5 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. Visa admits its debit products 
                                                 
4 For ease of reference, Visa’s Answer replicates the headings in the Complaint.  Although 
Visa believes no response is required to such headings, to the extent a response is deemed required 
and to the extent those headings and titles could be construed to contain factual allegations, those 
allegations are denied. 
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compete against Mastercard products, along with cash, checks, other credit cards, other debit 
networks, and other payment mechanisms. Visa lacks knowledge or information sufficient to 
form a belief as to the truth of the remaining allegations in Paragraph No. 5, and therefore 
denies the allegations.  
6. 
Denied. 
7. 
Paragraph No. 7 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. Visa admits Plaid has built an 
impressive connector business, which is one of the reasons Visa is seeking to acquire Plaid. 
Visa lacks knowledge or information sufficient to form a belief as to the truth of the remaining 
allegations in Paragraph No. 7, and therefore denies the allegations. 
8. 
Visa admits that Plaid does not compete with Visa. Paragraph No. 8 contains legal arguments 
and conclusions to which no response is required. To the extent a response is required, Visa 
denies the allegations.  Visa lacks knowledge or information sufficient to form a belief as to 
the second sentence of Paragraph No. 8, and therefore denies the allegations. To the extent 
that the allegations in Paragraph No. 8 purport to quote documents and/or statements, Visa 
respectfully refers the Court to those documents and/or statements in their entirety for a 
complete and accurate description of their contents.  Visa denies the remaining allegations in 
Paragraph No. 8.  
9. 
To the extent that the allegations in Paragraph No. 9 purport to quote documents and/or 
statements, Visa respectfully refers the Court to those documents and/or statements in their 
entirety for a complete and accurate description of their contents. To the extent that the fourth 
sentence of Paragraph No. 9 purports to quote testimony, Visa respectfully refers the Court to 
the testimony cited therein in its entirety for a complete and accurate description of its 
contents. Visa denies the remaining allegations in Paragraph No. 9. 
10. Visa admits the first sentence of Paragraph No. 10. To the extent that the allegations in 
Paragraph No. 10 purport to quote documents and/or statements, Visa respectfully refers the 
Court to those documents and/or statements in their entirety for a complete and accurate 
description of their contents.  Visa denies the remaining allegations in Paragraph No. 10.  
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11. To the extent that the allegations in Paragraph No. 11 purport to quote documents and/or 
statements, Visa respectfully refers the Court to those documents and/or statements in their 
entirety for a complete and accurate description of their contents. Visa denies the remaining 
allegations in Paragraph No. 11. 
12. Visa admits that Visa agreed to acquire Plaid for $5.3 billion on January 13, 2020.  Paragraph 
No. 12 contains legal arguments and conclusions to which no response is required. To the 
extent a response is required, Visa denies that Visa’s decision to buy Plaid was motivated by a 
desire to eliminate purported risks alleged in the Complaint; rather Visa agreed to acquire 
Plaid to diversify and grow its business. To the extent that the allegations in Paragraph No. 12 
purport to quote documents and/or statements, Visa respectfully refers the Court to those 
documents and/or statements in their entirety for a complete and accurate description of their 
contents. Visa denies the remaining allegations in Paragraph No. 12. 
13. Paragraph No. 13 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
14. Paragraph No. 14 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
II. 
JURISDICTION 
15. The allegations in Paragraph No. 15 are legal conclusions and therefore do not require a 
response. However, Visa does not contest that the Court has subject-matter jurisdiction over 
this dispute and on that basis admits that the Court has jurisdiction in this matter, but denies 
that Visa’s acquisition of Plaid violates Section 2 of the Sherman Act or Section 7 of the 
Clayton Act. 
16. The allegations in the first and third sentences sentence of Paragraph No. 16 are legal 
conclusions and therefore do not require a response.  Visa does not contest that the Court has 
jurisdiction in this matter.  Visa lacks knowledge or information sufficient to form a belief as 
to what constitutes “online debit services” or “data aggregation services” and on that basis 
denies the allegations in the second sentence of Paragraph No. 16. 
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17. The allegation in the first sentence of Paragraph No. 17 is a legal conclusion and therefore 
does not require a response.  However, Visa does not contest that the Court has personal 
jurisdiction as to Visa and on that basis admits the allegations in the first sentence of 
Paragraph No. 17 to the extent they are directed at Visa.  Visa admits that Visa transacts 
business within this District.  Visa lacks knowledge or information sufficient to form a belief 
as to what constitutes “online debit transactions” or “data aggregation services” and on that 
basis denies the allegations in the second sentence of Paragraph No. 17.  Visa lacks 
knowledge or information sufficient to form a belief as to the truth of the remaining 
allegations in Paragraph No. 17, and therefore denies the allegations.  
III. 
VENUE 
18. The allegations in Paragraph No. 18 are legal conclusions and therefore do not require a 
response.  However, Visa does not contest that venue is proper in this district and on that basis 
admits the allegations in Paragraph No. 18 to the extent they are directed to Visa.  Visa admits 
the allegations in the second sentence of Paragraph No. 18 to the extent they are directed to 
Visa.  Visa otherwise lacks knowledge or information sufficient to form a belief as to the truth 
of the allegations in Paragraph No. 18, and therefore denies the allegations. 
IV. 
INTRADISTRICT ASSIGNMENT 
19. The allegations in Paragraph No. 19 are legal conclusions and therefore do not require a 
response.  However, Visa does not contest that assignment to the San Francisco Division is 
proper and on that basis admits that it is headquartered in the San Francisco Bay Area.  Visa 
lacks knowledge or information sufficient to form a belief as to the truth of the allegations in 
Paragraph No. 19, and therefore denies the allegations. 
V. 
DEFENDANTS AND THE PROPOSED ACQUISITION 
20. Visa admits that it is a Delaware company headquartered in the San Francisco Bay Area in 
California, and that Visa is a global payments company.  Visa lacks knowledge or information 
sufficient to form a belief as to what constitutes the “largest” debit network in the United 
States, and on that basis denies the allegations in the second sentence of Paragraph No. 20.  
Visa admits the third and fourth sentences of Paragraph No. 20. 
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21. Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
allegations in Paragraph No. 21 and on that basis denies those allegations. 
22. Admitted. 
VI. 
BACKGROUND 
23. Admitted as to transactions processed through Visa’s debit networks.  Visa lacks knowledge 
or information sufficient to form a belief as to the truth of the allegations in Paragraph No. 23 
to the extent that they purport to describe other debit networks. 
24. Admitted as to transactions processed through Visa’s debit networks..  Additionally, Visa 
admits that its debit transactions are processed in substantially the same way regardless of 
whether it is initiated online or at the physical point of sale. Visa lacks knowledge or 
information sufficient to form a belief as to the truth of the allegations in Paragraph No. 24 to 
the extent that they purport to describe other debit networks. 
A. 
Visa is a Monopolist in Online Debit Services 
25. Paragraph No. 25 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. Visa competes against cash, 
checks, credit cards, other debit providers, and other payment mechanisms, for transactions 
made on the internet. 
26. Paragraph No. 26 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa lacks knowledge or information sufficient to form a 
belief as to the truth of the allegations in Paragraph No. 26, and therefore denies the 
allegations. 
27. Paragraph No. 27 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
28. Denied.  
29. Visa admits that consumers do not pay Visa directly to use the Visa network. Visa denies the 
remaining allegations in Paragraph No. 29. 
30. Visa admits that Congress enacted the Durbin Amendment of the 2010 Dodd-Frank Wall 
Street Reform and Consumer Protection Act, Pub. L. No. 111-203, 124 Stat. 1376 (2010).   To 
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the extent that the allegations in Paragraph No. 30  purport to quote the Durbin Amendment, 
Visa respectfully refers the Court to the amendment in its entirety for a complete and accurate 
description of its contents. Visa respectfully refers the Court to the full amendment for a 
complete understanding of its contents. The remaining allegations in Paragraph No. 30  
contain legal conclusions to which no response is required. To the extent a response is 
required, Visa denies the allegations.  
31. Visa admits that the Durbin Amendment regulates only interchange fees.  The final sentence 
in Paragraph No. 31 contains legal arguments and conclusions to which no response is 
required. To the extent a response is required, Visa denies the allegations. Visa denies the 
remaining allegations in Paragraph No. 31. 
32. Visa admits that the Durbin Amendment requires Visa and Mastercard debit cards to be 
enabled with at least one other unaffiliated debit network, such as a so-called “PIN” debit 
network.  Visa admits that Accel, Star, NYCE, and Pulse are competing debit networks.  The 
remaining allegations in Paragraph No. 32 contain legal arguments and conclusions to which 
no response is required. To the extent a response is required, Visa denies the allegations. 
B. 
Pay-by-Bank is a New Form of Online Debit Service that Threatens Visa’s 
Monopoly 
33. Visa denies the allegations in the first sentence of Paragraph No. 33.  Visa lacks knowledge or 
information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 
No. 33, and therefore denies the allegations.   
34. Visa admits that pay-by-bank debit services are used in other countries, but not within the 
United States. Visa admits that pay-by-bank debit services could utilize Automated Clearing 
House.  Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
remaining allegations in Paragraph No. 34, and therefore denies the allegations.   
35. Visa admits the first sentence in Paragraph No. 35.  Visa lacks knowledge or information 
sufficient to form a belief as to the truth of the remaining allegations in Paragraph No. 35, and 
therefore denies the allegations.  The second sentence of Paragraph No. 35 contains legal 
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arguments to which no response is required. To the extent a response is required, Visa denies 
the allegations. 
36. Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
allegations in Paragraph No. 36, and therefore denies the allegations.   
C. 
Plaid is Uniquely Situated to Challenge Visa 
37. Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
allegations in Paragraph No. 37, and therefore denies the allegations. 
38. Paragraph No. 38 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. Visa lacks knowledge or 
information sufficient to form a belief as to the truth of the allegations in Paragraph No. 38, 
and therefore denies the allegations. 
39. Visa admits Plaid has built an impressive connector business, which is one of the reasons Visa 
is seeking to acquire Plaid.  To the extent that the allegations in Paragraph No. 39 purport to 
quote documents and/or statements, Visa respectfully refers the Court to those documents 
and/or statements in their entirety for a complete and accurate description of their contents.  
Visa lacks knowledge or information sufficient to form a belief as to the truth of the remaining 
allegations in Paragraph No. 39.  To the extent a response is required, Visa denies the 
allegations.   
40. Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
allegations in Paragraph No. 40, and therefore denies the allegations. To the extent that the 
allegations in Paragraph No. 40 purport to quote documents and/or statements, Visa 
respectfully refers the Court to those documents and/or statements in their entirety for a 
complete and accurate description of their contents. 
41. Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
allegations in Paragraph No. 41, and therefore denies the allegations.  
 
 
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D. 
Visa Intends to Buy Plaid to Extinguish this Threat and Protect its U.S. Online 
Debit Monopoly 
42. Visa admits the first sentence of Paragraph No. 42.  Visa denies the remaining allegations in 
Paragraph No. 42.   
43. Visa admits that it conducted due diligence into Plaid.   To the extent that the allegations in 
Paragraph No. 43 purport to quote documents and/or statements, Visa respectfully refers the 
Court to those documents and/or statements in their entirety for a complete and accurate 
description of their contents.  Further, the allegations in Paragraph No. 43 contain legal 
arguments and conclusions to which no response is required.   To the extent a response is 
required, Visa denies the remaining allegations in Paragraph No. 43. 
44. Visa admits that executives from both firms met in November 2019.  To the extent that the 
allegations in Paragraph No. 44 purport to quote documents and/or statements, Visa 
respectfully refers the Court to those documents and/or statements in their entirety for a 
complete and accurate description of their contents.   
E. 
Visa Has a History of Impeding Entry and Expansion into Online Debit 
Services 
45. Paragraph No. 45 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
46. Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
allegations in the first sentence of Paragraph No. 46, and therefore denies the same.  To the 
extent that the allegations in Paragraph No. 46 purport to quote documents and/or statements, 
Visa respectfully refers the Court to those documents and/or statements in their entirety for a 
complete and accurate description of their contents. To the extent that the third sentence of 
Paragraph No. 46 purports to quote testimony, Visa respectfully refers the Court to the 
testimony cited therein in their entirety for a complete and accurate description of their 
contents. Visa denies the remaining allegations in Paragraph No. 46.   
47. To the extent that the allegations in Paragraph No. 47 purport to quote documents and/or 
statements, Visa respectfully refers the Court to those documents and/or statements in their 
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entirety for a complete and accurate description of their contents.  Visa denies the remaining 
allegations. 
48. To the extent that the allegations in Paragraph No. 48 purport to quote documents and/or 
statements, Visa respectfully refers the Court to those documents and/or statements in their 
entirety for a complete and accurate description of their contents.  Visa denies the remaining 
allegations. 
49. Denied.  
50. Paragraph No. 50 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
VII. 
RELEVANT MARKET 
A. 
Product Market 
51. The allegations in Paragraph No. 51 contain legal conclusions and therefore do not require a 
response.  To the extent that a response is required, Visa denies the allegations in Paragraph 
No. 51.  Visa denies the allegations in the final sentence of Paragraph No. 51, as Plaid does 
not provide an alternative mechanism to facilitate payments between consumers and 
merchants and will not be able to do so in any reasonable time frame. 
52. The allegations in Paragraph No. 52 contain legal conclusions and therefore do not require a 
response.  To the extent that a response is required, Visa denies the allegations in Paragraph 
No. 52.  
53. The allegations in Paragraph No. 53 contain legal conclusions and therefore do not require a 
response.  To the extent that a response is required, Visa denies the allegations in Paragraph 
No. 53.   
54. The allegations in Paragraph No. 54 contain legal conclusions and therefore a response is not 
required.  To the extent that a response is required, Visa denies the allegations in Paragraph 
No. 54.   
55. The allegations in Paragraph No. 55 contain legal arguments and conclusions and therefore do 
not require a response.  To the extent that a response is required, Visa denies the allegations in 
Paragraph No. 55.   
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56. The allegations in Paragraph No. 56 contain legal arguments and conclusions and therefore do 
not require a response.  To the extent that a response is required, Visa denies the allegations in 
Paragraph No. 56.   
57. The allegations in Paragraph No. 57 contain legal arguments and conclusions and therefore do 
not require a response.  To the extent that a response is required, Visa denies the allegations in 
Paragraph No. 57.   
58. The allegations in Paragraph No. 58 contain legal arguments and conclusions and therefore do 
not require a response.  To the extent that a response is required, Visa denies the allegations in 
Paragraph No. 58.   
B. 
Geographic Market 
59. Paragraph No. 59 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
VIII. ANTICOMPETITIVE EFFECTS 
60. Paragraph No. 60 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
A. 
Visa’s Proposed Acquisition of Plaid Would Result in Higher Prices for Online 
Debit Transactions 
61. Denied. 
62. Denied. 
63. Denied.  To the extent that the allegations in the fourth sentence of Paragraph No. 63 purport 
to quote documents and/or statements, Visa respectfully refers the Court to those documents 
and/or statements in their entirety for a complete and accurate description of their contents. 
64. Denied. 
65. Paragraph No. 65 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
 
 
 
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B. 
Visa’s Proposed Acquisition of Plaid Would Result in Less Innovation 
66. Denied.  To the extent that the allegations in the second sentence of Paragraph No. 66 purport 
to quote documents and/or statements, Visa respectfully refers the Court to those documents 
and/or statements in their entirety for a complete and accurate description of their contents. 
67. Visa denies the allegations in the first two sentences of Paragraph No. 67 as they pertain to 
Visa.  Visa lacks knowledge or information sufficient to form a belief as to the truth of the 
remaining allegations in Paragraph No. 67, and therefore denies the allegations. To the extent 
that the allegations in the second sentence of Paragraph No. 67 purport to quote documents 
and/or statements, Visa respectfully refers the Court to those documents and/or statements in 
their entirety for a complete and accurate description of their contents.  
C. 
Visa’s Proposed Acquisition of Plaid Would Raise Entry Barriers 
68. Paragraph No. 68 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
69. Paragraph No. 69 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
70. Denied.  To the extent that the allegations in the fourth sentence of Paragraph No. 70 purport 
to quote documents and/or statements, Visa respectfully refers the Court to those documents 
and/or statements in their entirety for a complete and accurate description of their contents. 
71. Denied.  To the extent that the allegations in the fourth sentence of Paragraph No. 71 purport 
to quote documents and/or statements, Visa respectfully refers the Court to those documents 
and/or statements in their entirety for a complete and accurate description of their contents. 
72. Denied. 
73. Paragraph No. 73 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
LACK OF COUNTERVAILING FACTORS 
74. Visa admits that the proposed acquisition would generate synergies.  To the extent that the 
allegations in the second sentence of Paragraph No. 74 purport to quote documents and/or 
statements, Visa respectfully refers the Court to those documents and/or statements in their 
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entirety for a complete and accurate description of their contents.  Visa denies the remaining 
allegations in Paragraph No. 74. 
75. Paragraph No. 75 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
VIOLATIONS ALLEGED 
76. Paragraph No. 76 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
77. Paragraph No. 77 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
78. Paragraph No. 78 contains legal arguments and conclusions to which no response is required. 
To the extent a response is required, Visa denies the allegations. 
REQUEST FOR RELIEF 
79. The allegations in Paragraph No. 79 are requests for relief to which no response is required. 
To the extent that a response is required, Visa denies these allegations and requests that Visa 
be awarded the costs incurred in defending this action, and any and all other relief as the Court 
may deem just and proper. 
 
DEFENSES 
 
Visa reserves the right to assert and rely upon any defenses that may become available or 
known to Visa throughout the course of this action, and to amend, or seek to amend, its answer or 
defenses. 
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DEFENDANT VISA INC.’S ANSWER TO COMPLAINT 
 
CASE NO. 4:20-cv-7810-JSW 
DATED: November 27, 2020 
 
 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP 
 
 
 
By:   
/s/ Jack DiCanio  
 
Jack P. DiCanio (SBN 138782) 
Jack.DiCanio@Skadden.com 
SKADDEN, ARPS, SLATE, 
   MEAGHER & FLOM LLP 
525 University Avenue, Suite 1400 
Palo Alto, California 94301 
Telephone: (650) 470-4500 
Facsimile: (650) 470-4570  
 
Steven C. Sunshine  (pro hac vice) 
Steven.Sunshine@Skadden.com 
Tara L Reinhart (pro hac vice) 
Tara.Reinhart@Skadden.com 
Julia K. York (pro hac vice) 
Julia.York@Skadden.com 
Joseph Ciani-Dausch (pro hac vice) 
Joseph.Ciani-Dausch@skadden.com 
SKADDEN, ARPS, SLATE, 
   MEAGHER & FLOM LLP 
1440 New York Ave., N.W. 
Washington, D.C. 20005  
Telephone: (202) 371-7000 
Facsimile: (202) 393-5760 
 
Karen Hoffman Lent (pro hac vice) 
Karen.Lent@Skadden.com 
SKADDEN, ARPS, SLATE, 
   MEAGHER & FLOM LLP 
One Manhattan West 
New York, NY 10001-8602 
Telephone: (212) 735-3000 
Facsimile: (212) 735-2000 
 
Counsel for Defendant Visa, Inc. 
 
Case 4:20-cv-07810-JSW   Document 50   Filed 11/27/20   Page 19 of 19

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