Transatlantic Merger Cases: United States--European Community Merger Review CooperationCameron May, 2007 - 375 pages Despite the introduction of the U.S. - EC merger review co-operation initiative in the early nineties, transatlantic mergers remain a minefield for all those involved. For the parties there is the lack of legal certainty and its attendant costs and reputation; for the regulators there is the political toll of reconciling conflicting competition policies. Charles Smitherman reviews merger regulation frameworks on both sides of the Atlantic. The author identifies areas of substantive and procedural differences as they exist today and explores the viability of convergence to aid the efficiency of the merger process through bilateral and domestic enhancements. Throughout the work the emphasis is placed on pragmatic solutions rather than those of academic and oft-unobtainable nature. The backbone of the work is made up of the analysis of eight of the biggest U.S. - EC merger cases between 2000 and 2004. |
Contents
Introduction | 49 |
Analytical and Procedural Differences in Merger Review | 57 |
2 | 61 |
Market Entry | 65 |
The Merger Case Studies | 71 |
7 | 72 |
B UnileverBestfoods | 78 |
60 | 79 |
European Community | 125 |
3 | 135 |
Costs of Review | 136 |
Costs | 143 |
1 | 160 |
Capacity to Cooperate | 169 |
169 | 186 |
2 | 194 |
Costs of Review | 83 |
Strategies | 84 |
European Community | 85 |
European Community | 97 |
2 | 100 |
Notification | 104 |
European Community | 105 |
F GEInstrumentarium | 112 |
United States | 116 |
Parties Perspective | 119 |
D | 203 |
Measures for Enhancing USEC Merger Review | 221 |
A The Evolution of United States Merger Review | 240 |
Methodology | 257 |
1 | 271 |
102 | 319 |
Transatlantic Merger Review | 348 |
173 | 366 |
3 | 369 |
Common terms and phrases
acquisition agency cooperation Alcan Alcan/Pechiney analysis Annual Merger Antitrust Enforcement Antitrust Law Article assessment Assistant Attorney Best Practices Bestfoods BIICL Carnival clearance Commission’s common market Community Merger Review competition authorities Competition Law Competition Policy competitors concentration Conference London confidentiality coordination costs Court Cruises divestment divesture DOJ and FTC EC Merger Regulation ECMR economic Economist efficiency enforcement activities European Commission European Community Merger extraterritoriality Federal Trade Commission GE/Honeywell GE/Instrumentarium GECAS geographic market Glaxo Glaxo Wellcome Global Honeywell Ibid at paras Instrumentarium International Interview involved issues jurisdiction Mario Monti market definition Member Merger Control merger investigations Merger Remedies Merger Review Co-operation merger review process merger transactions merging parties notification notifying parties November October OECD Oracle Oracle/Peoplesoft Party’s Pechiney Peoplesoft Phase Press Release Princess Cruises procedures product markets pursuant PVDF result role Second Request significant SmithKline Solvay substantial Tetra Laval third parties undertakings concerned unilateral effects Unilever United