Appendix H. 1984 Department of Justice Merger Guidelines

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APPENDIX H

1984 DEPARTMENT OF JUSTICE MERGER

GUIDELINES∗

1. Purpose and Underlying Policy Assumptions

1.0 These Guidelines state in outline form the present enforcement

policy of the U.S. Department of Justice (“Department”) concerning

acquisition and mergers (“mergers”) subject to section 7 of the Clayton

Act1 or to section 1 of the Sherman Act.2 They describe the general

principles and specific standards normally used by the Department in

analyzing mergers.3 By stating its policy as simply and clearly as

possible, the Department hopes to reduce the uncertainty associated with

enforcement of the antitrust laws in this area.

Although the Guidelines should improve the predictability of the

Department’s merger enforcement policy, it is not possible to remove the

exercise of judgment from the evaluation of mergers under the antitrust

laws. Because the specific standards set forth in the Guidelines must be

applied to a broad range of possible factual circumstances, strict

∗Editors’ Note: The 1992 Merger Guidelines, reprinted in Appendix I

hereto, superseded the discussion of horizontal mergers in the 1984

Merger Guidelines. The 1992 Merger Guidelines, however, do not

discuss horizontal effects from nonhorizontal mergers. The discussion in

the 1984 Merger Guidelines of horizontal effects from nonhorizontal

mergers, therefore, remains applicable.

1. 15 U.S.C. § 18 (1982). Mergers subject to section 7 are prohibited if their

effect “may be substantially to lessen competition, or to tend to create a

monopoly.”

2. 15 U.S.C. § 1 (1982). Mergers subject to section 1 are prohibited if they

constitute a “contract, combination . . . , or conspiracy in restraint of

trade.”

3. They update the Guidelines issued by the Department in 1982. The

Department may from time to time revise the Merger Guidelines as

necessary to reflect any significant changes in enforcement policy or to

clarify aspects of existing policy.