Business Organizations Law Commons^™

Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese

Faculty Publications

No abstract provided.

The Relevant Market In European Merger Law, Benedicte Haubold

LLM Theses and Essays

Due to the rapid acceleration of merger movements in the 1980s, the adoption of new merger regulation was a must for the European market. Before the new merger regulation was adopted in 1989, the European Commission used to apply the general competition rules of the Rome Treaty when dealing with mergers. The Commission used to interpret Articles 85 and 86 of the Rome Treaty as a means to condemn mergers that would lead to an abuse of a dominant position at a European level; at that time, there was an absence of complete and systematic control as far as structural …

Strategic Alliances: Emerging Trends In Future Corporate Business, Naresh Menghraj Gehi

LLM Theses and Essays

A strategic alliance is an arrangement for economic collaboration between firms at the same level of distribution, involving an exchange of critical skills aimed at buffering the core business strategy, technology, or markets of the partners. Research indicates that the care and thought of the strategic alliance partners increases with the importance of the venture to the strategic objectives of the entity. This paper describes the importance of strategic alliances in today’s competitive world. It examines the benefits of entering into strategic alliances, the legal implications of strategic alliances, and various industries where strategic alliances are dominant. Finally, this paper …

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Fringe Firms And Incentives To Innovate, Jonathan Baker

Scholarly Articles in Law Reviews & Journals

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Countervailing Power—Different Rules For Different Markets? Conduct And Context In Antitrust Law And Economics, Barbara Ann White

All Faculty Scholarship

The focus of modern applications of economic reasoning to antitrust concerns has been on the more subtle efficiency or procompetitive dimensions of the scrutinized conduct. When any of these characteristics are discovered, the courts tend to find no antitrust violation.

Two major difficulties arise with this approach. First, efficiency or procompetitive aspects can almost always be uncovered in any corporate enterprise, creating the potential for legitimizing almost all business behavior. Second, the legal conclusions courts reach are typically couched in terms of the business practice itself; therefore, once upheld, that practice is implicitly validated for other unrelated marketplace scenarios. Indiscriminate …

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

The European Economic Community: Challenge And Opportunity, 24 J. Marshall L. Rev. 145 (1990), Seymour Rothstein, David M. Rosenblatt

UIC Law Review

No abstract provided.

Price Effects Of Horizontal Mergers, Alan A. Fisher Ph.D., Frederick I. Johnson Ph.D., Robert H. Lande

All Faculty Scholarship

When should the government challenge a merger that might increase market power but also generate efficiency gains? The dominant belief has been that the government and courts should evaluate these mergers solely in terms of economic efficiency. Congress, however, wanted the courts to stop any merger significantly likely to raise prices. Substantially likely efficiency gains should therefore affect the legality of mergers to the extent that they are likely to prevent price increases. This standard is more strict than the economic efficiency criterion, because the latter would permit mergers substantially likely to lead to higher prices, if sufficient efficiency gains …

An American Perspective On The European Commission's "Amended Proposal For A Council Regulation On The Control Of Concentrations Between Undertakings" And Its Impact On Hostile Tender Offers, Jeffrey P. Greenbaum

Penn State International Law Review (1982 - 2011)

The Amended Proposal for a Council Regulation on the Control of Concentrations Between Undertakings is a European measure in preparation for the unified internal market in 1992. The aim of the proposal is to regulate corporate reorganizations, mergers, and acquisitions resulting from the additional competition likely to emerge from the unified market. This article provides a thorough analysis of the Proposal's intended application in comparison to the American Hart-Scott-Rodino Antitrust Improvements Act and its potential effectiveness and shortcomings.

Quality Of Care And Market Failure Defenses In Antitrust Health Care Litigation, Thomas L. Greaney

All Faculty Scholarship

This article considers quality-based justifications for antitrust challenges to collaboration among health care professionals. It first examines doctrinal developments resisting such justifications and, with a skeptical eye, analyzes attempts to interject quality of care and worthy motive defenses into antitrust appraisals of horizontal restraints of trade. Next the article assesses the economic basis and the risks and benefits of a market failure defense that would allow some quality-enhancing restraints of trade to escape antitrust challenge. Its principle recommendation is that courts recognize a narrow, market failure defense subject to several limiting principles to cabin its reach. The article concludes by …

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Cable Traffic And The First Amendment Must-Carry Under A Diversity Approach And Antitrust As Possible Alternative, Bruno Vandermeulen

LLM Theses and Essays

Recent technological progress in the field of telecommunications has greatly changed the competitive structure between broadcasters, cable operators, and telephone companies. The legal and economic environment for these media participants has shifted, and new problems have arisen. One major problem is the enhanced threat of concentration of media corporations, as corporate bigness becomes desirable and the number of diversified owners of media outlets continues to decrease. This paper analyzes broadcasting regulations and subsequent case law to show the concern by the legislature and regulatory agencies to preserve diversity in opinion and media-ownership through emphasis on “localism” and a “marketplace of …

Illinois' New Second Generation, Second Step Takeover Amendment: Continuing The Trend Of States' Takeover Regulations, 21 J. Marshall L. Rev. 87 (1987), Valerie Ann Hall

UIC Law Review

No abstract provided.

Poison Pill: A Panacea For The Hostile Corporate Takeover, 21 J. Marshall L. Rev. 107 (1987), Robert C. Micheletto

UIC Law Review

No abstract provided.

Competitive Reform In Health Care: The Vulnerable Revolution, Thomas L. Greaney

All Faculty Scholarship

This article, written at the dawn of the era of "competitive reform" in health care examines the case and prospects for the introduction of competition in health care delivery and financing. It observes the failures of the ancienne regime of fee for service payment and professional sovereignty and discusses the benefits of market-oriented policy. Its contribution, still salient today, is the lesson that competition cannot succeed without regulation. It identifies legislative, professional, and cultural hurdles to effective implementation of competitive norms and policies that have impeded the success of competition policy in health care.

Legal Factors In The Acquisition Of A United State Corporation: Litigation By Hostile Targets, Johan E. Droogmans

LLM Theses and Essays

Acquisitions of United States corporations have become increasingly complex takeover contests, where bidders and target corporations are forced into offensive and defensive litigation strategies to protect their respective interests. Targets often assert that the bidders have violated federal or state securities laws, federal antitrust laws, federal margin regulations, federal and state regulatory systems, and federal anti-racketeering laws. These lawsuits are primarily based on the principal federal regulation of takeovers in section 14(a) of the Securities and Exchange Act of 1934 and the Williams Act. Target litigation is customary, but entails certain disadvantages; a lawsuit rarely stops an offer, is expensive, …

The Role Of Efficiency Justifications In U.S.-American And West German Merger Control Law: A Comparison, Christian Westerhausen

LLM Theses and Essays

When merger control laws first emerged in the United States and West Germany in the early 1900s, some businessmen and economists argued that the efficiency of businesses was impeded by antimerger laws. They contended that only very large businesses could realize significant efficiencies, be internationally competitive, and attain technological progress. This paper analyzes the role that these efficiency arguments had on the laws in West Germany and the United States, respectively. German law mainly upheld the idea that preservation of competition was most important for business efficiency, but also included a provision that firms could put forward the social desirability …

Clarifying The Attempt To Monopolize Offense As An Alternative Protectionist Legislation: The Conditional Relevance Of "Dangerous Probability Of Success", James F. Ponsoldt

Scholarly Works

The wounded condition of several major American industries, including steel and textiles, resulting from foreign ‘predatory’ conduct has generated much commentary. At the same time, private spokesmen for our institutionalized business interests, including the financial community, have bemoaned American balance of trade figures, blaming them on such ‘impediments' to our export trade as foreign trade barriers and domestic antitrust laws. The two trade problems suggest a common theme: foreign governments have been unfairly aiding their business interests by protecting monopolized or cartelized foreign markets from American business penetration while also subsidizing, directly or indirectly, foreign invasion of certain targeted American …

Intra-Entity Conspiracies And Section I Of The Sherman Act: Filling The Gap After Copperweld Corp. V. Independence Tube Corp. , Peter J. Alessandria

Buffalo Law Review

No abstract provided.

Competition, Integration And Economic Efficiency In The Eec From The Point Of View Of The Private Firm, Michel Waelbroeck

Michigan Law Review

As early as 1956, experts appointed by the six original Member State governments to investigate measures to pursue integration after the failure of the European Defence Community clearly established this link between the abolition of barriers to trade and an increase in the intensity of competition. In what has come to be known as the "Spaak Report," the experts noted the technology gap then separating Europe from the United States and proposed, as a remedial measure, the creation of a ''vast zone of common economic policy, constituting a powerful production unit, and allowing a continued expansion, and increased stability, an …

The Joint Enterprise: Collaboration Between The Public And Private Sectors, Howard Anawalt, Karen Robbins

Michigan Journal of International Law

This article first outlines the structures of the joint and tripartite enterprises. It then addresses two legal concerns facing an operational enterprise, the potential tort liability of enterprise participants and antitrust restrictions. Tort liability is a threshold concern of any joint venture or partnership, and antitrust law is a basic constraint on the operations of any business. The article proceeds to show that the problems they pose for a joint enterprise can be minimized or avoided. In the third part of the article the authors demonstrate the special utility of the joint enterprise.

Article Six Bulk Transfers: Thirty Years Of Confusion, Steven F. Brines

West Virginia Law Review

No abstract provided.

Intracorporate Plurality In Criminal Conspiracy Law, Sarah N. Welling

Law Faculty Scholarly Articles

The concept of conspiracy currently plays a significant role in three areas of substantive law: antitrust, civil rights, and criminal law. Although the role of conspiracy in these substantive areas of law differs in many ways, all three require that the conspiracy consist of a plurality of actors. Determining what constitutes a plurality of actors when all the alleged conspirators are agents of a single corporation poses a continuing problem.

This problem raises two distinct questions. The first is whether, when one agent acts alone within the scope of corporate business, the agent and the corporation constitute a plurality. The …

Antitrust Suits By Targets Of Tender Offers, Frank H. Easterbrook, Daniel R. Fischel

Michigan Law Review

We explore in this Article the basis and consequences of the target's suit under the antitrust laws. We approach the question from the perspective of federal antitrust law and state corporation law.

We argue in Part I that the target is a singularly poor "private attorney general" because it is a beneficiary, not a victim, of any violation. An antitrust suit thus must be understood as an attempt by managers to defend their own positions, not as an attempt to vindicate the public interest. In the jargon of antitrust, the target is not a victim of "antitrust injury" and therefore …

Resale Price Maintenance And The Ftc: The Magnavox Investigation, Victor P. Goldberg

Faculty Scholarship

Franchise agreements between a manufacturer and a distributor or retail dealer of the manufacturer's products often impose conditions on the dealer regarding items such as price, dealer location, service, and advertising. These vertical restrictions, whether price or nonprice, may violate the Sherman Act, which prohibits every contract, combination, or conspiracy in restraint of trade. Whereas vertical price restrictions historically have been held per se invalid, nonprice vertical restrictions have been permitted, subject to a rule of reason. In United States v. Arnold, Schwinn & Co., however, the Supreme Court articulated a per se rule of illegality for nonprice vertical restrictions, …

United Kingdom Regulation Of Transnational Corporate Concentration, J. Denys Gribbin

Michigan Journal of International Law

This article begins by describing the United Kingdom's policy toward outward and inward direct investment and then sets out the essentials of the competition laws that are among the major, nondiscriminatory regulatory mechanisms that affect corporate behavior and planning. The article also analyzes the development of competition policy as a microeconomic instrument along with its application to monopoly, oligopoly, and cartels involving transnational corporations. Competition policy, except for cartels, is shown to be relatively benign toward mergers until recently, and with respect to monopoly and oligopoly has sought remedies in regulation of prices and behavior rather than through structural change. …

Reflections On Recent Oecd Activities: Regulation Of Multinational Corporate Conduct And Structure, Kurt Stockmann

Michigan Journal of International Law

In recent, years, the Organization for Economic Cooperation and Development (OECD) has repeatedly addressed, in a variety of forms, the problem of transnational corporate concentration. In the field of restrictive business practices, it has made suggestions on specific antitrust problems, issued council recommendations, and promulgated the 1976 Concil Guidelines for multinational enterprises. Not surprisingly for an organization that adheres to the principle of unanimity and, consequently, is governed by the law of the smallest common denominator, these efforts have thus far focused more on procedure than on substance. Even where quasisubstantive rules have been adopted, such as in competition guideline …