A couple of weeks ago I was invited to give a talk on Antitrust Issues in Mergers & Acquisitions in Boston. Here are the slides in .pdf format.

Technorati Tags: antitrust, mergers

Here is the complete set of summary slides for the class on merger antitrust law. The slides were made with Apple Keynote 3.0, Omni Graffle Professional 4.0, Comic Life, and Graphic Converter. The slides are published under a Creative Commons non-commercial attribution license, so please copy, use, remix, and distribute freely. Enjoy!

UPDATE: I fixed a couple of typos.

Technorati Tags: antitrust, teaching, creative commons

Here are the summary slides relating to our discussion of US v. Oracle.

Technorati Tags: antitrust, teaching, Oracle, DOJ

The summary slides are up for download. What I like about the opinion is the court’s insistence on microfoundations for the FTC’s theory of competitive harm.

• Will the merger lead to higher concentration? Yes, but so far the oligopoly in the Southern Powder River Basin has acted competitively and the FTC didn’t explain how exactly the merger would make coordination more likely.
• Is pricing transparent? Some of it is, but the most relevant bid pricing is kept confidential by the suppliers and the utilities.

For further reading, I can recommend the comments of Andrew Dick, Michael Salinger, and Greg Werden on Arch Coal, and the comprehensive report on The Economics of Tacit Collusion by Marc Ivaldi, Bruno Jullien, Patrick Rey, Paul Seabright, and Jean Tirole.

Technorati Tags: antitrust, teaching, Cardozo, coordinated effects, Arch Coal, FTC

Here are the summary slides for the class on the merger process. The focus on substantive merger law and the underlying economic theory makes it easy for students to lose sight of the fact that mergers don’t occur in the blink of an eye and that merger lawyers have to deal with a whole lot more than §7 analysis. The slides on gun jumping and information exchange are based on Bill Blumenthal’s excellent remarks on the rhetoric of gun jumping, which brought agency commentary back in line with best practices of the private bar. As to the practical aspects of the HSR process, check out these helpful guides and presentations.

Technorati Tags: antitrust, Cardozo, HSR, merger process, gun jumping, information exchange

Here are the summary slides for the class on competitive effects, entry, and efficiencies. The slides include materials to illustrate both the theoretical instability of cartels and their surprising resilience in the real world. Also included are illustrations of unilateral effects in markets for homogenous and differentiated products, as well as a discussion of the Staples case.

UPDATE (3/22/06): I added a summary slides for entry, efficiencies, and failing firms to wrap up the discussion of the merger guidelines framework.

Technorati Tags: antitrust, Cardozo, cartels, coordinated effects, unilateral effects, Staples

Here are the summary slides for the class on market concentration measures. The focus is on the improvements that the Herfindahl-Hirschman Index (HHI) provides over the C4 concentration ratio, and a comparison between the “post-merger HHI/changes in HHI” grid envisioned by the 1992 Merger Guidelines and the much more relaxed standards applied by the agencies in the years 1999-2003.

UPDATE (3/13/06): Fixed a typo on slides 4 and 5.

Technorati Tags: antitrust, Cardozo, HHI

These slides address key issues of the first step of the 1992 Merger Guidelines market concentration analysis (i.e., §1 of the Guidelines), namely the definition of the relevant market using the hypothetical monopolist + SSNIP test and the identification of the market participants. (Concentration measures will be discussed in the next lecture.) The slides also discuss the “remoteness” of market definition to the ultimate goal of figuring out whether a proposed merger will have adverse welfare effects, building on the ‘double inference’ model in the Gavil, Kovacic & Baker casebook.

Technorati Tags: antitrust, market definition, mergers, SSNIP, Cardozo

The development of the structural presumption after Philadelphia National Bank (1963) and the last major Supreme Court merger decision in General Dynamics (1974) is one of the more fascinating chapters in antitrust jurisprudence. There is probably no other area of the law where lower courts have departed from Supreme Court jurisprudence more radically over a period of about 30 years, without intervention from the Supreme Court or Congress. The tension between the body of modern (post 1975, or, more specifically, post 1982) lower court merger jurisprudence and the (1962-1975) Supreme Court merger jurisprudence gives many antitrust opinions its distinctive flavor in the form of extremely selective quotations. I am still amazed by then judge Thomas’ statement in U.S. v. Baker Hughes (1990) that

The Supreme Court has a adopted a totality-of-the-circumstances approach to the statute [§7 of the Clayton Act], weighing a variety or factors to determine the effects of particular transactions on competition.

You don’t have to be a particularly literal reader of precendent to realize that nothing of that sort can be found in any of the Supreme Court merger cases. Of course, the Supreme Court has embraced more modern economic teachings in Sylvania, BMI, and Kodak, among others, but still, that’s a long way from a “totality of the circumstances” approach to §7 of the Clayton Act. Here are the .pdf slides of our last class on the modifications of the structural presumption after PNB.

Technorati Tags: Philadelphia National Bank, Supreme Court, General Dynamics, antitrust, cardozo

Here are the summary slides from this week’s lecture (#2) on antitrust merger law in .pdf format. The focus is on Brown Shoe and Philadelphia National Bank, on the vexing “competition, not competitors” formula, and on how the structural presumption is a device for the courts to deal with the problem of time.

Here are the summary slides from this week’s lecture on merger law. I added two examples to the coordinated and unilateral effects section that we discussed in class.

Congratulations to Dan Crane, Barton Beebe, and Myriam Gilles, all of which have been invited to present at the prestigious Standord-Yale Junior Faculty Forum. No other law school has multiple faculty members presenting their work this year. More info here.