Law Commons^™

Unleashing Instant Messaging From Regulatory Oversight, Fernando Laguarda

Articles in Law Reviews & Other Academic Journals

INTRODUCTION: { 1 } America Online, Inc. ("AOL") and Time Warner Inc. announced their intention to merge on January 10, 2000.' At that time, there was a great deal of excitement about combining these two companies and harnessing the power of an increasingly broadband Internet. In addition to the Federal Trade Commission ("FTC") and Federal Communications Commission ("FCC"), more than one thousand local communities conducted their own reviews of the merger. The FTC identified "open access" to the Time Warner Cable platform as an issue meriting specific relief {2} The FCC, for its part, specifically identified "instant messaging" ("IM") as …

Legal Cultures Of Latin America And The United States: Conflict Or Merger, Michael Wallace Gordon

UF Law Faculty Publications

Part of of the Sixth Annual LatCrit Conference, specifically TWAIL/NAIL Concurrent Panel. Focuses on the many mis/conceptions about Latin American Legal culture among United States' legal practitioners and academics.

Market Power In Chinese Taipei: Laws, Policies And Treatments, Kung-Chung Liu, Yun-Peng Chu

Research Collection Yong Pung How School Of Law

The experience of Chinese Taipei shows that opening up a previously protected market to new entrants can be a more effective and reliable way to enhance competition than regulating the behavior of dominant or monopolistic firms. Moreover, when opening up the market, the liberalizing measures adopted by government should be market-structure-neutral. That is, it should not try to dictate the direction and results of market competition. A more pressure-resistant mechanism should be designed to deal with market power, taking the form of a regime that is cross-sector, independent and collective in its decision-making, such as has been the case with …

Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

In a merger, a stockholder often has a statutory right of dissent and appraisal under which the stockholder may demand to be paid fair value exclusive of any gain or loss that may arise from the merger itself. Most courts and commentators agree that a dissenting stockholder should ordinarily receive a pro rata share of the fair value of the corporation without any discount simply because minority shares lack control. In several recent cases, the courts have indicated that a minority stockholder is thus entitled to a share of the control value of the corporation even though the merger does …

Resurrecting Incipiency: From Von's Grocery To Consumer Choice, Robert H. Lande

All Faculty Scholarship

The merger incipiency doctrine is virtually ignored in the courts today. This article argues that it should be resurrected, and it also explores the ways that effectuating Congressional intent in the area would reinvigorate merger policy.

The article documents how the legislative history of the antimerger statutes shows that Congress intended mergers to be evaluated under an incipiency approach, and explores the possible meanings of this idea. It then shows that this is a strong basis for reviving significantly stricter or more prophylactic merger enforcement.

The article shows how there are aspects of the doctrine that could be revived without …

Legalizing Merger To Monopoly And Higher Prices: The Canadian Competition Tribunal Gets It Wrong, Alan A. Fisher Ph.D., Robert H. Lande, Stephen F. Ross

All Faculty Scholarship

This article analyzes the Canadian Superior Propane decision, apparently the first merger decision in world history to consider explicitly what to do when a merger was predicted to lead to both higher consumer prices and to net efficiencies. The article advocates analyzing the merger under a "price to consumers" or "consumer welfare" standard, rather than a total efficiency standard, and advocates that the enforcers and the courts block such mergers.

Empirical Methods In Antitrust Litigation: Review And Critique, Jonathan Baker, Daniel Rubinfeld

Articles in Law Reviews & Other Academic Journals

The use of empirical methods in antitrust has been growing at an exponential rate. It is now commonplace for multiple regression and other statistical methods to be utilized in merger cases, especially those involving predictions of the price increases that may result from the strategic decisions of the merging firms. These methods are also prominently employed in civil nonmerger investigations by the federal antitrust enforcement agencies (including price fixing, monopolization, and exclusive dealing cases) and in private litigation (including damage claims and class action suits). This article surveys the methodologies that have been used and the range of questions that …

The Boeing-Mcdonnell Douglas Merger: Competition Law, Parochialism, And The Need For A Globalized Antitrust System, Kathleen Luz

Faculty Scholarship

On July 1, 1997, the Federal Trade Commission (FTC) closed its investigation of the merger of the Boeing Company (Boeing) and the McDonnell Douglas Corporation (McDonnell Douglas), essentially approving the merger. The proposed $14 billion merger was quite significant, as it would unite the first and third largest civil aircraft companies in the world. Although the proposed merger had passed muster under U.S. antitrust laws, Boeing still faced the obstacle of gaining approval from the European Commission (EC), the antitrust enforcement agency of the European Union (EU). The EC initially sought to reject the merger and to levy heavy penalties …

Post-Chicago School Paradigm Emerges: A New Foundation For Antitrust Law, Albert A. Foer, Robert H. Lande

All Faculty Scholarship

No abstract provided.

Recent Trends In Merger Enforcement In The United States: The Increasing Impact Of Economic Analysis, Robert H. Lande, James Langenfeld

All Faculty Scholarship

From its modern origins more than thirty years ago federal merger policy has centered around the use of standard surrogates for market power to make presumptions about the likely effects of mergers. Since that time it has been evolving towards an increasingly complex approach as economic considerations have expanded their influence on merger policy. This trend was solidified in the 1982 revision of the Department of Justice's Merger Guidelines, accelerated by the Department of Justice and Federal Trade Commission 1992 Horizontal Merger Guidelines' increased emphasis on unilateral (as opposed to collusive) anticompetitive effects, and has reached new heights in the …

Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang

LLM Theses and Essays

The increase of merger and acquisition(M&A) activity since 1992 has resulted mainly from a domestic economic recovery. The current M&A trend shows that M&A is still an important means of enhancing many corporations' competitive power and of stimulating growth in such areas as computer software and services, wholesale and distribution, miscellaneous services, banking and finance, and leisure and entertainment. Fundraising for mezzanine-fund financing, which reflects investors' foresight about current and future M&A trends, has also seen rapid growth. After the Tax Reform Act of 1986 and the repeal of the General Utilities doctrine, the elimination of the capital gain preference …

Identifying The Firm-Specific Cost Pass-Through Rate, Jonathan Baker, Orley Ashenfelter, David Ashmore, Signe-Mary Mckernan

Articles in Law Reviews & Other Academic Journals

A merger that permits the combined company to reduce the marginal cost of producing a product creates an incentive for it to lower price. Accordingly, the rate at which cost changes are passed through to prices (along with an estimate of the magnitude of cost reductions that would result from merger) matters to the evaluation of the likely competitive effects of an acquisition. In this paper, we describe our empirical methodology for estimating the cost pass-through rate facing an individual firm, and for distinguishing that rate from the rate at which a firm passes through cost changes common to all …

Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The impact of the law and economics movement on legal scholarship, legal analysis, and, ultimately, on the rules under which our society operates is substantial. The proponents of this movement ("Contractarians") articulate their positions skillfully and apply their principles broadly across the entire spectrum of our laws, including, of course, the area of corporate law.

The purpose of this Article is to propose, explain, and defend broad and unifying principles to guide the development of fiduciary duties of corporate managers in the post-Contractarian period. These principles are based on Pareto criteria, which are demonstrably appealing to society and provide workable …

Symposia: A Critical Analysis Of The At&T-Mccaw Merger, Eli Noam, Michael J. Morrisey, Robert Lewis, Tom Aust, Rudolph J.R. Peritz, John Haven Chapman

Media Law and Policy

No abstract provided.

When Should States Challenge Mergers: A Proposed Federal/State Balance, Robert H. Lande

All Faculty Scholarship

This article critically analyzes the current system of United States merger enforcement, under which both federal and State antitrust enforcers scrutinizes and potentially can challenge any merger that affects interstate commerce. This article develops and proposes an alternative, a voluntary division of responsibility patterned after the European Union's approach. Under this alternative federal enforcers normally would defer to State enforcers for certain specified mergers, and State enforcers normally would defer to federal enforcers for other specified mergers.

The Contested Merger: Introduction And Fact Summary, Jonathan Baker

Presentations

"The Contested Merger" program arranged by the National Institute Committee of the Antitrust Section; and ABA's Division for Professional EducationThe program began with meetings set in corporate offices, in which the Yankee executives identified the business reasons behind the transaction, then consulted with in-house and outside counsel to assess the deal's antitrust risks and structure it. The transcript of this lesson in client counseling is reprinted following this introduction, as is the transcript of the panel discussion in which program participants offer a "reallife" analysis of the events of the program thus far.

The Gains From Merger Or Collusion In Product Differentiated Industries, Jonathan Baker, Timothy Bresnahan

Articles in Law Reviews & Other Academic Journals

A merger in an industry with differentiated products increases the market power of the merging firms to the extent that their products are close substitutes and that other firms produce only more distant substitutes.' Such a merger makes the residual demand curve of each partner steeper, by shifting each in the direction of the industry demand curve. The extent of this increase in market power depends upon the own-elasticity of demand for each merging firm's product, as well as the cross-elasticity of demand for each with all other firms' products. As a result, evaluating the effect of a merger between …

Legal Issues Of Market Dominance: A Comparative Study, Helmut Gottlieb

LLM Theses and Essays

Chapter I of this paper will focus on the current approach to the delimitation of the relevant market, the determination of market concentration and the legal requirements for a challenge of market dominating enterprises. In Chapter II, because of the interdependency between monopoly and antimerger policy, the present legal situation of mergers shall be analyzed. Finally, the theories of the problem of the jurisdictional reach of antitrust laws will be considered in Chapter III.

The New Merger Guidelines And The Herfindahl-Hirschman Index, Stephen Calkins

Law Faculty Research Publications

No abstract provided.

Merging Law Schools: A Game Of Politics, Denise Pattiz

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

Challenging Conglomerate Mergers Under Section 7 Of The Clayton Act: Today's Law And Tomorrow's Legislation, Joseph P. Bauer

Journal Articles

Federal antitrust enforcement has undergone a radical transformation in the past decade. The change in enforcement patterns has been most noticeable in the area of merger law. The magnitude of this shift, the confusion that has characterized the case law accompanying it, and the increasing prominence of conglomerate mergers as a means to corporate expansion form the basis for this article. The primary source for regulation of mergers under the antitrust laws is section 7 of the Clayton Act, which proscribes those corporate acquisitions “where in any line of commerce in any section of the country, the effect of such …

Law School Hangs In Limbo, Susan Forste

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

'Better Integration,' Not Merger, Supported By Indy Law Dean, Susan Forste, Craig Webb

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

Law Schools Already Cooperate, Dean Says, Susan Forste

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

I.U. Ponders Law School Question, Bill Pittman

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

Ryan Opposes Closing One Of Iu's Law Schools

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

Law Schools May Cooperate, Craig Webb

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.

Liability For Misleading Statements Under Section 11, Ted J. Fiflis

Publications

No abstract provided.

Kentucky Law Survey: Education, Carolyn S. Bratt

Law Faculty Scholarly Articles

This article provides a survey of Kentucky case law on the topic of education. During the past survey year, the Kentucky Court of Appeals decided several cases in which public education was the common denominator. Developments occurred in the areas of student discipline, merger of first class city-county school districts, and due process requirements for removal of tenured teachers. The most significant case, however, was Dorr v. Fitzer, which involved the authority of a county board of education to reject, without cause, a school superintendent's recommendation that a teacher with four consecutive limited service contracts be granted a continuing …

Law Schools Must Implement Cooperation, Denise Pattiz

Douglass Boshkoff (1971-1972 Acting; 1972-1975)

No abstract provided.