Juris Publishing - Mergers & Acquisitions and Joint Ventures

Mergers & Acquisitions and Joint Ventures

Barry Hawk/Fordham Corporate Law Institute

Price: $125.00 550 pages. One Volume. Hardcover. Published January 2004.
ISBN-13: 978-1-57823-182-9 / ISBN-10: 1-57823-182-5

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Table of Contents

About the Book:
This volume includes selected chapters from the annual proceedings of the Fordham Corporate Law Institute. The general subject is the antitrust or competition law analysis of mergers, acquisitions and joint ventures which is a subject of increasing importance.

In the last ten years there have been radical changes around the globe in the application of antitrust laws to mergers, acquisitions and joint ventures, including both domestic transactions and transborder transactions. For example, there has been a rabbiting proliferation of merger control systems which require premerger notification and entail global or world bars on closing. Today over 70 jurisdictions have merger control systems. Although differences continue to exist in the substantive tests and analyses, there is a growing convergence with jurisdictions looking to prior and contemporaneous decisions and analyses in other jurisdictions, notably in the European Community and the United States. Thus most of the chapters focus on the antitrust treatment of merger and acquisitions under the EC Merger Regulation and the Clayton Act.

Joint ventures present both merger control issues and restrictive agreement issues and are discussed in several chapters. Given the number and importance of joint ventures and strategic alliances, these chapters are highly relevant to today's practitioners, in-house counsel, decision makers and academics.

Minority shareholdings also can raise issues under laws and regulations governing merger, restrictive agreements and dominant firms. The chapters discussing minority shareholdings are timely given the complexities of the issues and the renewed enforcement attention to minority shareholdings by antitrust authorities.

In sum, the chapters are not of historical interest. For example, perennial issues concerning vertical and conglomerate merger concerns are examined in several chapters. Market definition and remedies are other ongoing topics discussed in the chapters.

Praise for the Fordham Corporate Law Series

“... the predominant forum for discussion of leading edge international antitrust issues. Both the conference and the published volume of proceedings are eagerly awaited events on the annual antitrust calendar.”
- A. Neil Campbell and J. William Rowley, Former ViceChairman and Chairman Committee C (Antitrust and Trade Law) International Bar Association (IBA)
“The Fordham conferences on EC and US antitrust law are probably the best regular conferences on EC competition law anywhere. This is the largest single source of information and analysis on European Union antitrust law anywhere. The volumes contain more profound analysis of EC antitrust law than most other (perhaps any other) regular publications. ... Some of the papers are regarded as seminal ? Also, some of the older papers are still the best statement of the legal principles in certain areas, even if there is recent case law.”
- Common Market Law Review
“The Panel discussions are not only a valuable source of information, but provide insight into existing and potential future problems together with possible solutions.”
- World Competition

Volumes Available

Contributors Include:

George Addy, Senior Partner, Davies Ward Phillips & Vineberg, Toronot; Former Director of Investigation and Research, Bureau of Competition Policy, Ottawa.
Juan Briones Alonso, Merger Task Force, EC Commission, Brussels.
Bernard E. Amory, Partner, Jones Day, Brussels. As an official in the Directorate General IV (Competition) of the European Commission, he was in charge of the application of the competition rules in the telecommunications sector. He is also co-chairman of the Communications Law Committee of the International Bar Association.
Karen Banks, Member of Legal Service, EC Commission, Brussels.
Christoper Bellamy, QC, President, Competition Commission Appeal Tribunal, London.
Cronelis Canenbley, Partner, Freshfields Bruckhaus Derringer, Dusseldorf and Brussels.
Gotz Drauz, Director, Merger Task Force, EC Commission, Brussels.
Dan Goyder, Member, Competition Commission Appeal Tribunal; Former Deputy Chairman, UK Monopolies and Merger Commission, London.
Henry L. Huser, Partner, Skadden Arps Slate Meagher & Flom, Brussels.
Frédéric Jenny, Vice-Chairman of the Conseil de la concurrence, Paris; In 1996, he was appointed Special Advisor to the French Minister of International Trade and Competition on international trade and competition issues. In 1994, he was elected Chairman of the OECD Competition Law and Policy Committee. He was General Counsel (Rapporteur General) of the Conseil de la concurrence from 1985-1992. Professor Jenny served as special assistant to the French Minister for Consumer Affairs in 1977, where he was in charge of the revision of the French antitrust law.
Thomas E. Kauper, Henry M. Butzel Professor of Law, University of Michigan. Professor Kauper has twice served in ranking positions with the United States Department of Justice, first as deputy assistant attorney general in the Office of Legal Counsel and then as assistant attorney general in charge of the Antitrust Division, the chief enforcement officer in that field.
John Temple Lang, Counsel with Cleary Gottlieb, Brussels. From 1995-2000, he was Director responsible for telecommunications and media in the Competition Directorate General of the European Commission.
Robert Pitofsky, Charmin, Federal Trade Commission, Washington DC.
Michael Reynolds, Partner and Head of EU and Competition Practice Group, Allen & Overy, Brussels.
Neal Stoll, Partner, Skadden Arps Slate Meagher & Flom, New York.
Joseph Winterscheid, Partner, McDermott Will and Emery, Washington DC; Former Chair of the International Antitrust Committee, Antitrust Section of the American Bar Association.
H. Colin Overbury, Director of Merger Task Force, Directorate General for Competition, EC Commission
James F. Rill, Co-Chair of the Antitrust Practice Group of Howery Simon Arnold & White in Washington DC. Mr. Rill has served as Assistant Attorney General in charge of the U.S. Department of Justice's Antitrust Division, as well as a chairman of the ABA's antitrust section. During his tenure as Assistant Attorney General he negotiated the U.S. - European Union Antitrust Cooperation Agreement of 1991, and issued the first joint FTC and DOJ Horizontal Merger Guidelines in 1992.
Mario Siragusa, Partner, Cleary Gottlieb, Rome and Brussels.
James Venit, Partner, Skadden Arps Slate Meagher & Flom, Brussels.

Chapter Topics Include:

Chapter 1
Merger Review Under Canadian Competition Law
George N. Addy

Chapter 2
Vertical Aspects of Mergers, Joint Ventures and Strategie Alliances
Juan Briones Alonso

Chapter 3
Vertical Aspects of mergerse, Joint Ventures and Strategic Alliances
Bernard E. Amory

Chapter 4
Mergers and Partial Mergers Under EEC Law
Karen Banks

Chapter 5
Mergers Outside the Scope of the New Merger Regulation - Implications of the Philip Morris Judgment
Christopher Bellamy

Chapter 6
The Geographic Market Definition Under European Merger Control Law
Cornelis Canenbley

Chapter 7
Remedies Under the Merger Regulation
Götz Drauz

Chapter 8
Public Interest Criteria in the Assessment of the Mergers in the United Kingdom by the Monopolies and Mergers Commission
Dan Goyder

Chapter 9
“Controlling” the Shifting Sands: Minority Shareholdings Under EEC Competition Law
Barry E. Hawk and Henry L. Huser

Chapter 10
EEC Merger Control: Economics as an Antitrust Defense or an Antitrust Attack?
Frederic Jenny

Chapter 11
The Problem of Market Definition Under EC Competition Law
Thomas E. Kauper

Chapter 12
International Joint Ventures Under Community Law
Dr. John Temple Lang

Chapter 13
Vertical Mergers, Joint Ventures and Strategic Alliances (Panel Discussion)
William T. Lifland, Juan Briones, Robert Pitofsky, Michael Reynolds, Neal R. Stoll, Joseph Winterscheid

Chapter 14
Politics or Policy? The Demystification of EC Merger Control
H. Colin Overbury

Chapter 15
The Effect of Global Trade on United States Competition Law and Enforcement Policies
Robert Pitofsky

Chapter 16
Mergers and Joint Ventures: The Vertical Dimension
Michael J. Reynolds

Chapter 17
Selected Recommendations for Substantive and Procedural Convergence in the Multi-Jurisdictional Merger Context
James F. Rill and Christine Chambers Wilson

Chapter 18
Current Procedural and Litigation Aspects of Mergers and Takeovers
Mario Siragusa

Chapter 19
The Treatment of Joint Ventures Under the EC Merger Regulation - Almost Through the Thicket
James Venit

Table of Contents

About the Editor:
Barry Hawk, Director, Fordham Corporate Law Institute; Professor of Law, Fordham University and Partner, Skadden Arps Slate Meagher & Flom (New York and Brussels)

Table of Contents

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