Globalization and the Limits of National Merger Control Laws

Front Cover
Kluwer Law International B.V., Feb 1, 2003 - Business & Economics - 370 pages
Companies today pursue their goals with little regard for national borders. However, it remains true that business activity is regulated to a significant extent by each national jurisdiction. This is particularly true of mergers; as anyone knows who has ever been involved in a transnational merger in multiple jurisdictions, the knottiest problems and issues arise from variations in national competition and merger laws.

This extremely valuable new book offers an in-depth proposal for an international merger control regime that is firmly grounded in and supported by a framework of economic and legal theory. It arrives at its conclusions along three major avenues:

a study of the concepts of global public good and consumer welfare that underlie the progress of globalization; detailed analyses of the two most important and highly developed merger law systems, those of the European Union and the United States; and a systematic and comprehensive review of the major existing proposals, both institutional and scholarly, for an international merger control regime.

A special chapter is devoted the complex custodial role of the World Trade Organization, both in its present activity and as it is envisioned in the various proposals.

Globalization and the Limits of National Merger Control Laws takes a giant step toward breaking down one of the last and most intransigent barriers to global free trade. It will be avidly studied and put to use by business lawyers and policymakers everywhere, and will quickly take its place as a fundamental work for teachers and students of international trade and international relations.

 

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Contents

HOW AND IMPACT
11
B Global Consumer Welfare as a Global Public Good
17
Global Public Good Qualities of Global Consumer Welfare
24
E Growing Trend of Transnational MAs
30
Effects of Growing Concentration
42
H Costs of Proliferating Merger Control Laws
49
Limits on Sovereign Control
55
A Raison dÍtre of Antitrust and Merger Control Laws
61
Notification Thresholds
189
NEED FOR COOPERATION
199
Limits of the USEU Cooperation Agreement
203
Limits of Bilateralism
210
AustraliaNew Zealand Closer Economic Relations Trade Agreement 216 6 North American Free Trade Agreement NAFTA
217
THE WTO AS THE CUSTODIAN FOR THE IMCR
224
WTOs Working Group on Interaction Between Trade
231
EUs Support for Competition Law in the WTO
233

The Clayton Act 1914
74
The Development of Merger Analysis Jurisprudence
80
The DoJs Merger Enforcement Guidelines 1968
90
The DoJs Merger Enforcement Guidelines 1984
97
Antitrust Enforcement Guidelines for International Operations 1995
99
Merger Review Process
109
Association of State Attorneys General NAAG
117
Lessons to be Learned
124
EC COMPETITION AND MERGER CONTROL LAWS
131
European Free Trade Association 1960
138
The 1966 Memorandum
145
Political
148
Notification Thresholds
155
Extraterritorial Application of the Merger Regulation
168
Lessons to be Learned
175
The Lead Jurisdiction Model
177
COMPARISON BETWEEN THE US AND EC MERGER
183
Concluding Remarks
240
Reform of the Merger Review Process
247
The Munich Group
253
OECD
259
E Campbell and Trebilcock
265
Premerger Notification
273
Substantive Standards and BeggerThyNeighbour Policies
276
CritiqueComments
289
INTERNATIONAL MERGER CONTROL REGIME
295
Supranational Institution v a Lead Jurisdiction
303
Draft Annex on Transnational Merger Review
310
Test Case for the IMCR
318
Bibliography
325
Summary of the Proposals Reviewed and the IMCR
351
Table of Cases
357
Subject Index
363
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