International Merger Regulation
This course provides an overview of the laws and legal issues related to the review and regulation of mergers from an antitrust and competition law perspective. Although the course will draw primarily from the experiences in the United States and Europe, we will discuss and compare many jurisdictions around the world and the challenge of applying multiple merger laws to the same merger. We will start by distinguishing mergers from other types of business conduct which implicate antitrust and competition laws and address the question of why mergers are treated differently. The course will then address basic principles used in the substantive review of mergers. We will start by identifying the economic rationale supporting the prohibition of mergers and the basic economic theories used to distinguish permissible mergers from impermissible mergers. We will then ask whether these theories apply across jurisdictions.
We also will devote several sessions to the procedural context of merger review. We will discuss the basic question of why mergers need to be scrutinized in advance and the efficiencies of this approach. We will also address the complexities of securing merger review clearance for a multinational transaction in a world of differing, overlapping and sometimes conflicting merger laws. That discussion will inevitably lead us to the issue of extraterritoriality: To what extent may a jurisdiction apply its merger laws to a transaction occurring outside of that jurisdiction?
The course will conclude with a discussion of the internationalization of merger review. This will include various proposals at convergence, harmonization and the creation of a supra-national merger review authority. It will also involve a discussion of the various institutions which are trying to address the issues created by a world of differing, overlapping and sometimes conflicting merger laws such as the International Competition Network, UNCTAD and the WTO.
We also will devote several sessions to the procedural context of merger review. We will discuss the basic question of why mergers need to be scrutinized in advance and the efficiencies of this approach. We will also address the complexities of securing merger review clearance for a multinational transaction in a world of differing, overlapping and sometimes conflicting merger laws. That discussion will inevitably lead us to the issue of extraterritoriality: To what extent may a jurisdiction apply its merger laws to a transaction occurring outside of that jurisdiction?
The course will conclude with a discussion of the internationalization of merger review. This will include various proposals at convergence, harmonization and the creation of a supra-national merger review authority. It will also involve a discussion of the various institutions which are trying to address the issues created by a world of differing, overlapping and sometimes conflicting merger laws such as the International Competition Network, UNCTAD and the WTO.