Appendix 9. Hart-Scott-Rodino Premerger Program Improvements (1995)

• Pages: 377-380

377

APPENDIX 9

HART-SCOTT-RODINO PREMERGER PROGRAM

IMPROVEMENTS (1995)

Executive Summary

The Department of Justice and the Federal Trade Commission

promote America‘s prosperity by enforcing the nation’s antitrust laws. A

critical part of the Agencies' mission is to review and challenge mergers

and acquisitions that threaten substantially to lessen competition or tend

to create a monopoly.

Effective merger enforcement provides tremendous benefits to the

economy, to American businesses and to American consumers by

keeping markets free and open to competition. Free markets result in

lower prices, better quality, more choice and more rapid innovation; they

create jobs, stimulate exports and generally promote prosperity.

Effective merger enforcement also recognizes that mergers are usually

efficiency-enhancing and that most such transactions should be allowed

quickly to proceed.

Thorough and sophisticated merger analysis by the Agencies ensures

that anticompetitive mergers are stopped before they can harm

competition—without inhibiting those transactions that are not

anticompetitive. Frequently, the Agencies' enforcement efforts lead to

the restructuring of an anticompetitive transaction in a way that

eliminates the threat to competition, but allows the remainder of the

transaction to be consummated. Over the last two years, the Agencies

have devised innovative remedies for potentially anticompetitive

transactions whereby the parties and the economy reap the benefits of

efficient consolidation without harm to competition.

Before 1976, the Agencies often were not aware of a transaction

until after it had been completed. Challenging such a transaction then

required protracted litigation, during which the merger‘s anticompetitive

effects hurt consumers and the U.S. economy. If the government

established in court that the transaction violated the antitrust laws, its