Appendix 6. Antitrust Division Business Review Procedure

• Pages: 347-350

347

APPENDIX 6

ANTITRUST DIVISION BUSINESS REVIEW

PROCEDURE

Although the Department of Justice is not authorized to give

advisory opinions to private parties, for several decades the Antitrust

Division has been willing in certain circumstances to review proposed

business conduct and state its enforcement intentions. This originated

with a “railroad release” procedure under which the Division would

forego the initiation of criminal antitrust proceedings. The procedure was

subsequently expanded to encompass a “merger clearance” procedure

under which the Division would state its present enforcement intention

with respect to a merger or acquisition; and the Department issued a

written statement entitled “Business Review Procedure.” That statement

has been revised several times.

1. A request for a business review letter must be submitted in writing

to the Assistant Attorney General, Antitrust Division, Department of

Justice, Washington, D.C. 20530.

2. The Division will consider only requests with respect to proposed

business conduct, which may involve either domestic or foreign

commerce.

3. The Division may, in its discretion, refuse to consider a request.

4. A business review letter shall have no application to any party

which does not join in the request therefore.

5. The requesting parties are under an affirmative obligation to make

full and true disclosure with respect to the business conduct for

which review is requested. Each request must be accompanied by all

relevant data including background information, complete copies of

all operative documents and detailed statements of all collateral oral

understandings, if any. All parties requesting the review letter must

provide the Division with whatever additional information or

documents the Division may thereafter request in order to review the