MERGER & ACQUISITION RESOURCES

Editor's Note: Below you will find links to the basic statutes and regulations governing federal antitrust merger analysis, and to information and guides provided by the Justice Department and FTC on Merger Enforcement and the Prior Notification process. In addition, we list links to sites offering antitrust analysis, commentary and practice aids relating to mergers. See the State Antitrust Resources Page of this Guide to find materials relevant to state merger enforcement.

The Clayton Act - Section 7 of the Clayton Act prohibits mergers and acquisitions where the effect "may be substantially to lessen competition, or to tend to create a monopoly."

Hart-Scott-Rodino (H-S-R) Act and Rules - Section 7A of the Clayton Act, called the Hart-Scott-Rodino Act, requires the prior notification of large mergers to both the FTC and the Justice Department. Sections 15c-15h, and 18a comprise part of the "Hart-Scott-Rodino Antitrust Improvements Act of 1976." The related pre-merger notification rules are administered by FTC and DOJ, and can be found at the above link, and at 16CFR § 801-803..

H-S-R FAQs - Answers to the Most Frequently Asked H-S-R Questions.

FTC Pre-Merger (H-S-R) Highlights Page - Links to rules, guides, and other information for navigating the Prior Notification process.

Parens Patriae Powers/State Attorneys General - Sec. 15c of Title 15 of the U.S. Code gives the state attorneys general the power to bring civil suits in Federal court on behalf of the persons residing in their state for violations of Section 1 through 7 of Title 15.

DOJ/FTC Horizontal Merger Guidelines - The DOJ/FTC Merger Guidelines outline the joint enforcement policy of the two federal agencies responsible for enforcing federal anti-merger laws, the Department of Justice and the Federal Trade Commission, concerning horizontal acquisitions and mergers.

20th Anniversary of 1982 Merger Guidelines On June 10, 2002, the Antitrust Division hosted a celebration of the 20th anniversary of the adoption of the 1982 Merger Guidelines, subtitled "The Contribution of the Merger Guidelines to the Evolution of Antitrust Doctrine." This webpage provides access to several papers presented at that time, and to the various versions of the Guide from 1968 to 1997.

DOJ Non-Horizontal Merger Guidelines - Although non-horizontal mergers are less likely than horizontal mergers to create competitive problems, they are not invariably innocuous. This section describes the principal theories under which the DOJ or FTC are likely to challenge non-horizontal mergers -- e.g., perceived potential competitioon, actual potential comeptition, barriers to entry, the need for two-level entry.

DOJ Guide to Merger Remedies This policy statement by Antitrust Division of the Department of Justice focuses on fashioning remedies short of "full-stop injunction in merger cases." (October 2004).

FTC-DOJ Joint Commentary on the Horizontal Merger Guidelines (March 2006; pdf.) As described in a Federal Trade Commission Press Release, dated March 27, 2006, the Commission and the Department of Justice have issued this detailed Commentary to increase the transparency of their decision-making processes with regard to federal antitrust review of “horizontal” mergers between competing firms.

In addition to an introductory chapter that describes the fundamental legal principles that govern the agencies’ law enforcement approach to merger analysis, the Commentary has separate chapters addressing "key Guidelines’ elements, including market definition and concentration; the potential adverse competitive effects of mergers, including coordinated interaction and unilateral effects; entry conditions; and efficiencies. Throughout the Commentary there are short summaries of actual investigations into proposed mergers that one of the agencies conducted. These cases are included illustratively to enhance understanding of particular points under discussion in the narrative."

FTC 2002 Mergers Roundtable The edited transcript, presented papers and other records from the FTC Bureau of Economics’ roundtable entitled "Understanding Mergers: Strategy & Planning, Implementation and Outcomes" are available at this web page. The roundtable brought together experts on mergers from economics departments, business schools, merger and acquisition (M&A) consulting, antitrust law, and business to present their views on the merger process to merger regulators from the United States, European Union, and Canada.

The International Competition Network - This website has been created to provide antitrust agencies from developed and developing countries with a network for addressing practical antitrust enforcement and policy issues (separate from trade or other regulatory issues).

Included on the ICN website is an extensive compilation of links "to merger-related materials on ICN members' websites. On these linked pages, members have posted materials that may include their current merger legislation, implementing rules and regulations, guidelines, and related materials. Members have also posted responses to a set of questions addressed to all member agencies (the "template") designed to highlight important features of their merger review systems, such as notification thresholds and review periods."

aai's HomePage - The most recent Activities & Advocacy of the American Antitrust Institute, as well as many of its advisors, are posted and summarized on our Homepage, and frequently involve analysis and commentary on merger cases, policy, and enforcement. Each aai activity or document is summarized and linked to its full text in our Archives section. Earlier work product is set out in the Archives section of the website in chronological order, starting with the most recent activities. You can also use our Archive Search Box to find relevant materials.

Mergers and Acquisitions Primer - Written by attorney Robert W. Doyle, Jr. (Powell, Goldstein, Frazier & Murphy, LLP) for the FindLaw web site, this is a useful discussion of the DOJ/FTC merger guidelines, Hart-Scott-Rodino [H-S-R] notification procedures, product and geographic market issues, and other relevant merger topics.

Hart-Scott-Rodino Informal Interpretations Called HRSscan, this searchable database is a service provided by the law firm Morgan & Lewis. It contains letters interpreting informal FTC staff opinions on Hart-Scott-Rodino and its regulations.

Washington Post Special Report on Antitrust - This special section of the online edition of the Washington Post is a good place to find articles and topics on antitrust matters and issues recently in the news (going back 6 to 8 weeks). The page often highlights current mergers and acqusitions.

CNN.MONEY: Companies Page - This Page from the editors of CNN and Money magazine follows events in the news each day relating to major companies; lets the user retrieve background information on companies, and (using the "deals" button) offers access to merger & acquisition news, and a databank and reports on the most recent deals and the largest deals of the year.

TheDeal.com Thorough coverage of the "deal economy," including mergers and acquisitions, IPO's, venture capitalism, and bankruptcies. The Law & Regulation Page frequently offers analysis on antitrust aspects of particular cases and on the enforcement policies and activities of enforcement agencies in the USA, EU and elsewhere.

NYTimes DealBook This link will take you to the subscription page for NYTimes.com’s DealBook, a free e-mail newsletter (registration is required). DealBook is described as "your source for daily [Mon-Fri.] briefings on the latest and most comprehensive news about market-moving mergers and acquisitions, IPOs, private equity transactions, venture capital deals and Wall Street maneuverings, all delivered before the market's opening bell." It has news from The Times and dozens of other international, national and local publications including The Wall Street Journal and Financial Times.

Oligopoly Watch This weblog is edited by Steve Hannaford, who explains that the site is "an attempt to make sense of the business pages in the newspaper, particularly the stories about mergers and acquistions. I am developing a theory about how and why big companies keep growing bigger, and some of the dynamics behind their moves.” In addition to frequently updated news items, with analysis, there are resource pages on topics such as the definition and principles of oligopolies (and oligopsonies). The media and retail industries receive much attention.

Mergerstat.com Mergerstat tracks mergers, acquisitions and similar deals in 49 industries. Although much of the information is available only by subscription, free trial subscriptions are available, and a considerable amount of information is freely available at the stie, including Headlines and brief articles on the most recent large mergers, and a compilation of its 25 most-recent articles.

EnergyMerger.org Launched in July 2005, this website has been created by the American Antitrust Institute to provide an organized information clearinghouse for current electricity and gas mergers. It will compile publicly-available filings in state and federal regulatory proceedings, as well as commentary, analysis, and opinion . The Exelon/Public Service Electric & Gas (PSEG) merger is the first transaction to be covered at EnergyMerger.org. Information on the website has been collected, vetted, organized, and made fully searchable and easily browsable, in an effort to improve public access to the competition and consumer welfare ssues raised by these complex and large transactions.

Doyle, Barlow, and Mazard PLLC - Produced by the antitrust section of Doyle, Barlow, and Mazard PLLC, this weblog features commentary and information on the antitrust and competition activities of DOJ and FTC, including, e.g., ongoing investigations and litigation, compliance and merger-notification matters, and important policy statements and trends.

Merger Policy Home Page - This page, produced by economist Malcolm B. Coate, offers models "useful for predicting potential outcomes of certain Merger Investigations," based on analyses of private cases and FTC and DOJ enforcement activities and nvestigations. The User must input the relevant data in the specified form to obtain a relevant prediction.

Coordinated Effects from a Merger Mary Coleman, the Deputy Director for Antitrust of the FTC’s Bureau of Economics, presented this paper, titled "Empirical Analyses of Potential Coordinated Effects from a Merger," to the George Mason Univ. Law Review Winter 2003 Antitrust Symposium.

AntiTrust.org: on Mergers Housed at the Owen School of Management (Vanderbuilt Univ.), the AntiTrust.org website contains information on merger economics, enforcement and policy. For example, the Merger Simulations page links to a 2002 paper by DOJ economic consultant Gregory J. Werden and Owen School Professor Luke M. Froeb on the advantages of using Calibrated Economic Models in merger analysis. (20 pp., pdf.) The site’s Horizontal Merger Page has summaries of numerous cases brought by federal agencies.

Antitrust Issues for HOSPITAL Mergers - Analysis of hospital merger enforcement actions and policy by attorneys Kevin E. Grady and H. Suzanne Smith, of Alston & Bird, Atlanta, GA.

Consumer Project on Technology: Merger Reviews - Directed by James Love, CPT is a "Naderite" organization, whose antitrust and competition activities mainly focus on the high technology sector. Its Merger Reviews page includes a collection of materials on recent major mergers in several industries (including transportation, health care, publishing, as well as media and internet), and commentary on merger enforcement.

PeopleSoft/View from the Court This is a Trial Journal in weblog format from PeopleSoft antitrust lawyer Gary Reback, covering the DOJ v. Oracle trial, in which DOJ challenges Oracle's unsolicited tender offer for PeopleSoft. The weblog also includes a useful repository of documents and information related to the case.