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Dale Collins NB: "±" indicates that the hyperlink will take you to another site. |
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This page contains the memorandum introducing the course, class schedule, reading materials, and class notes for the Merger Antitrust Law course taught during the 2017 fall semester at Georgetown. It also contains links to related supplemental materials on the Applied Antitrust web site. Memorandum introducing the course Class schedule (Version 9.2) |
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Required Reading |
Comments and Optional Reading |
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Unit 0 |
Introduction to Merger Antitrust Law |
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Class 1 |
Tuesday, August 29 |
Memorandum introducing the course |
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Class 2 |
Thursday, August 31 |
Review Class 1-2 reading guidance |
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Class 3 |
Tuesday, September 5 |
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Class 4 |
Thursday, September 7 |
Merger Antitrust Law: Introduction to Substance and Process Walgreens/Rite-Aid short case study (no materials for this) |
Walgreens/Rite-Aid class slides (available after class) For a more complete collection of primary sources and commentary on Walgreens/Rite-Aid,click here. |
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Unit 1 |
Hertz/Avis Budget/Dollar Thrifty |
For a more complete collection of primary sources and commentary on the Hertz/Avis Budget/Dollar Thrifty machinations than in the reading materials, including press releases, investor presentations, SEC filings, background information, and commentary, click here. |
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Class 5 |
Tuesday, September 12 The 2010 Hertz/Dollar Thrifty deal |
Unit 1 (Class 5) reading materials There are no class notes for this class |
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Class 6 |
Thursday, September 14 Antitrust considerations and the merger agreement |
For a collection of antitrust-related provisions appearing in merger agreements, see Dale Collins, Sample Antitrust-Related Provisions in M&A Agreements, AntitrustUnpacked.com (Nov. 2014) |
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Class 7 |
Tuesday, September 19The bidding war |
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Class 8 |
Thursday, September 21 HSR Act: Reportability and investigations |
DOJ Model Second Request (Nov. 28, 2016) FTC Model Second Request (August 2015) |
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Class 9 |
Tuesday, September 26 HSR Act: Reportability and investigations FTC review and settlement |
Finish The HSR Act: Reportability and Investigations Unit 1 (Class 9) reading materials Review Merger Antitrust Law: Introduction to Substance and Process (slides on remedies) |
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Class 10 |
Thursday, September 28 FTC review and settlement Parker-Hannifin/Clarcor |
Hertz/Avis Budget/Dollar Thrifty class slides (complete set--Updated September 21, 2017)
Parker-Hannifin Corp., Press Release, Parker to Acquire Filtration Company CLARCOR in a Strategic Portfolio Transaction (Dec. 1, 2016) Clarcor Inc., Form 8-K (Dec. 1, 2016) (containing Agreement and Plan of Merger) Clarcor Inc., Form 8-K (Jan. 18, 2017) (reporting on the expiration of the HSR Act waiting period) Clarcor Inc., Press Release, CLARCOR Announces Record Date and Meeting Date for Special Meeting of Stockholders in Connection with the Pending Parker-Hannifin Transaction (Jan. 10, 2017) Parker-Hannifin Corp., Press Release, Parker Hannifin Completes CLARCOR Acquisition (Feb. 28, 2017) Clarcor Inc., Form 8-K (Feb. 28, 2017) (reporting on consummation of merger) U.S. Dep't of Justice, Antitrust Div., Press Release, Justice Department Files Antitrust Lawsuit Against Parker-Hannifin Regarding the Company’s Acquisition of CLARCOR’s Aviation Fuel Filtration Business (Sept. 26, 2017) Complaint, United States v. Parker-Hannifin Corp., 1:17-cv-01354-UNA (D. Del. filed Sept. 26, 2017) Docket sheet (downloaded Dec. 21, 2017) Stipulation and Order to Preserve and Maintain Assets (Oct. 16, 2017) Defendants Parker-Hannifin Corporation’s and CLARCOR Inc.’s Answer and Defenses to Plaintiff’s Complaint (Oct. 18, 2017) [Proposed] Order Stipulating to Modification of Order to Preserve and Maintain Assets (Dec. 18, 2017) Parker Hannifin Corporation, News Release, Parker Reaches Proposed Settlement with DOJ Regarding U.S. Qualified Aviation Ground Fuel Filtration Business (Dec. 18, 2017) United States’ Explanation of Consent Decree Procedures (Dec. 18, 2017) Competitive Impact Statement (Dec. 18, 2017) Stipulation and Joint Motion to Stay Litigation (Dec. 21, 2017)
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Unit 2 |
Competition Economics |
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Class 11 |
Tuesday, October 3 Basic concepts |
Basic Competition Economics |
Basic Competition Economics class slides |
Class 12 |
Thursday, October 5 Basic concepts |
Basic Competition Economics class slides |
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Unit 3 |
Sirius/XM short case study + The Evolution of Merger Antitrust Law: Statutes, Seminal Cases, and Merger Guidelines |
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Class 13 |
Thursday, October 12 Sirius/XM short case study Sherman Act (1890) |
Sirius/XM short case study (no materials) Classes 13-14 reading guidance The Evolution of Merger Antitrust Law: Statutes, Seminal Cases, and Merger Guidelines |
The Evolution of Merger Antitrust Law: Statutes, Seminal Cases, and Merger Guidelines |
Class 14 |
Tuesday, October 17 1992 DOJ/FTC Horizontal Merger Guidelines |
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Unit 4 |
H&R Block/TaxACT |
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Class 15 |
Thursday, October 19 Some litigation basics |
Review Merger Antitrust Law: Introduction to Substance and Process (slides on litigation) Antitrust Merger Litigation (class notes) |
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Class 16 |
Tuesday, October 24 Market definition |
Review 2010 DOJ/FTC Horizontal Merger Guidelines § 4 (Market Definition); § 5 (Market Participants, Market Shares, and Market Concentration) Market Definition (class notes) |
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Class 17 |
Thursday, October 26 Market definition
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Review 2010 DOJ/FTC Horizontal Merger Guidelines § 4 (Market Definition); § 5 (Market Participants, Market Shares, and Market Concentration) Market Definition (class notes) |
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Class 18 |
Tuesday, October 31 Coordinated effects |
Review 2010 DOJ/FTC Horizontal Merger Guidelines § 6 (Unilateral Effects); § 7 (Coordinated Effects); and § 2.1.5 (Disruptive Buyers); § 10 (Efficiencies) Anticompetitive Effect in Horizontal Mergers (class notes) |
For a more detailed treatment of the use of diversion ratios in unilateral effects anlaysis than found in U.S. cases, see ± UK Office of Fair Trading, Anticipated Acquisition of the Online DVD Rental Subscription Business of Amazon Inc. by LOVEFiLM International Limited, No. ME/3534/08 (2008). |
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Unit 5 |
ABInbev/Grupo Modelo |
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Class 19 |
Thursday, November 2 |
There are no class notes for this unit. |
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Unit 6 |
Sysco/U.S. Foods |
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Class 20 |
Tuesday, November 7 |
Review Antitrust Merger Litigation (class notes) There are no class notes for this unit. |
± Statement of the Federal Trade Commission, In the Matter of Dollar Tree, Inc. and Family Dollar Stores, Inc., FTC File No. 141-0207 (July 13, 2015) ± Statement of Commissioner Joshua D. Wright Dissenting in Part and Concurring in Part - In the Matter of Dollar Tree, Inc. and Family Dollar Stores, Inc., FTC File No. 141-0207 (July 13, 2015) |
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Unit 7 |
Staples/Office Depot |
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Class 21 |
Thursday, Novermber 9 |
There are no class notes for this unit. |
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Unit 8 |
+ Anthem/Cigna + Short Horizontal Case Studies |
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Class 22 |
Tuesday, November 14 |
Unit 8 reading materials (required reading only) There are no class notes for this unit. |
Unit 8 reading materials (complete) Short horizontal case studies—Optional background materials NB: This unit is out of sequence in order to reduce the reading load for the week |
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Unit 9 |
Short Horizontal Case Studies |
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Class 23 |
Friday, November 10 |
There are no materials for this class |
NB: This unit is out of sequence in order to reduce the reading load for the week |
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Unit 10 |
Nonhorizontal Mergers |
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Class 24 |
Tuesday, November 21 Potntial competition mergers: Mylan/Perrigo |
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Class 25 |
Tuesday, November 28 Vertical mergers: General Electric/Avio |
Unit 10 reading materials (revised Nov. 21, 2017, to include AT&T/Time Warner complaint materials) Nonhorizontal Mergers (class notes) |
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Unit 11 |
Putting It All Togehter |
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Class 26 |
Thursday, November 30 |
U.S. Dep't of Justice & Fed. Trade Comm'n, Commentary on the Horizontal Merger Guidelines (2006) Eur. Comm'n, Competition Policy Brief: EU Merger Control and Innovation (Apr. 2016) |
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