Dale Collins
NYU School of Law
Georgetown University Law Center
NB: "±" indicates that the hyperlink will take you to another site.
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
THIS IS THE COURSE SCHEDULE FOR 2017. THERE WILL BE SIGNIFICANT REVISIONS IN THE 2018 SCHEDULE
Required Reading
Comments and Optional Reading
Unit 0
Introduction to Merger Antitrust Law
Class 1
Tuesday, August 29
Memorandum introducing the course
Class 2
Thursday, August 31
Review Class 1-2 reading guidance
Class 3
Tuesday, September 5
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.
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.
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
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)
Class 7
Tuesday, September 19
The bidding war
Class 8
Thursday, September 21
HSR Act: Reportability and investigations
DOJ Model Second Request (Nov. 28, 2016)
FTC Model Second Request (August 2015)
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)
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 May 20, 2018)
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)
Unopposed Motion and Memorandum of the United States in Support of Entry of Modified Proposed Final Judgment (Apr. 26, 2018)
Modified Final Judgment (Apr. 30, 2018)
Unit 2
Competition Economics
Class 11
Tuesday, October 3
Basic concepts
Basic Competition Economics
Updated October 5. A more complete version, but the October 1 version is sufficient
Basic Competition Economics class slides
(updated October 5)
Class 12
Thursday, October 5
Basic concepts
Basic Competition Economics class slides
(updated October 5)
Unit 3
Sirius/XM short case study + The Evolution of Merger Antitrust Law: Statutes, Seminal Cases, and Merger Guidelines
Class 13
Thursday, October 12
Sirius/XM short case study
Sherman Act (1890)
Clayton Act (1914)
Celler–Kefauver Act (1950)
Review of the seminal substantive cases
1968 DOJ Merger Guidelines
1982 DOJ Merger Guidelines
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
(updated October 13)
Class 14
Tuesday, October 17
1992 DOJ/FTC Horizontal Merger Guidelines
1997 DOJ/FTC efficiencies revision
2010 DOJ/FTC Horizontal Merger Guidelines
Unit 4
H&R Block/TaxACT
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)
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)
Class 17
Thursday, October 26
Market definition
Review 2010 DOJ/FTC Horizontal Merger Guidelines § 4 (Market Definition); § 5 (Market Participants, Market Shares, and Market Concentration)
Market Definition (class notes)
Class 18
Tuesday, October 31
Coordinated effects
Unilateral effects
Efficiencies
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).
Unit 5
ABInbev/Grupo Modelo
Class 19
Thursday, November 2
There are no class notes for this unit.
Unit 6
Sysco/U.S. Foods
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)
Unit 7
Staples/Office Depot
Class 21
Thursday, Novermber 9
There are no class notes for this unit.
Unit 8
+ Anthem/Cigna + Short Horizontal Case Studies
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
Unit 9
Short Horizontal Case Studies
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
Unit 10
Nonhorizontal Mergers
Class 24
Tuesday, November 21
Potntial competition mergers:
Mylan/Perrigo
Medtronic/Covidien
Mallinckrodt (Questcor)/ Novartis
Steris/Synergy Health
Nielsen/Arbitron
Class 25
Tuesday, November 28
Vertical mergers:
General Electric/Avio
Comcast/NBCUniversal
AT&T/Time Warner
Coca-Cola/Coca-Cola Enterprises
Unit 10 reading materials (revised Nov. 21, 2017, to include AT&T/Time Warner complaint materials)
Nonhorizontal Mergers (class notes)
Revised November 24, 2017, with more on vertical mergers
Unit 11
Putting It All Togehter
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)