Law Commons^™

Setting The Terms Of A Break-Up: The Convergence Of Federal Merger Remedy Policies, Jessica C. Strock

William & Mary Law Review

No abstract provided.

The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller

William & Mary Law Review

In any large corporate acquisition, there is an interim period between the time that the parties enter into a merger agreement and the time the transaction is effected and the purchase price paid. During this period, the business of the acquired company may deteriorate, thus raising the question of whether the counterparty must perform on the agreement and pay the purchase price. Merger agreements typically address this problem through "material adverse change" (MAC) clauses, which provide that a party may walk away from the transaction without penalty if the counterparty has suffered a MAC. Although the definition of MAC is …

Guideline Institutionalization: The Role Of Merger Guidelines In Antitrust Discourse, Hillary Greene

William & Mary Law Review

With the growth of the administrative state, agency-promulgated enforcement policy statements, typically referred to as guidelines, have become ubiquitous in the U.S. federal system. Yet, the actual usage and impact of such guidelines is poorly understood. Often the issuing agencies declare the guidelines to be nonbinding, even for themselves. Notwithstanding this disclaimer, the government, private parties, and even the courts frequently rely on the guidelines in a precedent-like manner. In this Article, Professor Greene examines the evolution of one system of enforcement policy guidelines-the U.S. federal antitrust merger guidelines--and finds that these guidelines have acted as a stealth force on …

Surviving The Shipwreck: A Proposal To Revive The Failing Division Defense, Amanda L. Wait

William & Mary Law Review

No abstract provided.

Why Premerger Review Needed Reform - And Still Does, Andrew G. Howell

William & Mary Law Review

No abstract provided.

Nonefficiency Goals In The Antitrust Law Of Mergers, David W. Barnes

William & Mary Law Review

Robert Bork, former judge for the District of Columbia Circuit and antitrust scholar, has characterized the social and political goals underlying merger law as "pure intellectual mush."' Social and political values have formed the foundation of the most famous United States Supreme Court decisions interpreting section 7 of the Clayton Act, the primary statutory standard for judging the legality of corporate acquisitions. Judge Bork's dismissive and derogatory comments challenge both judges and scholars to provide a rigorous intellectual foundation and a procedure for incorporating these values into the merger law enforcement process.

Current trends in antitrust policy also force decision …

Section 7 Of The Clayton Act: Its Application To The Conglomerate Merger, Richard B. Blackwell

William & Mary Law Review

No abstract provided.