Chapter I. Introduction

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CHAPTER I

INTRODUCTION

Joint ventures—sometimes referred to as “competitor collabora-

tions”—have become increasingly popular business structures both do-

mestically and abroad.

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In recognition of the importance of joint ven-

tures, federal statutes and regulations acknowledge or encourage the

formation of competitor collaborations, or in some cases even provide

limited antitrust immunity for them.

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In April 2000 the Department of

Justice (DOJ) and Federal Trade Commission (FTC) issued the Antitrust

Guidelines for Collaborations Among Competitors (Competitor Collabo-

ration Guidelines or Guidelines), which similar to the Horizontal Merger

Guidelines, provides guidance and clarity to an area of law that arguably

has been lacking them. But even after the publication of the Competitor

Collabora tion Guidelines, the treatment of joint ventures has been one of

the most hotly debated topics in the antitrust community and provides

some of the most challenging problems for counselors.

Even after the promulgation of the Competitor Collaboration Guide-

lines, the courts and agencies continue to struggle over the standards that

should be used to review competitor collaborations that do not clearly

fall within either the prohibition of per se unlawful activity or arms-

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. Although “joint venture” and “competitor collaboration” are often used

interchangeably they describe distinct concepts. A joint venture is a form

of business organization among two or more fir ms, which does not neces-

sarily include direct competitors. A competitor collaboration refers to one

of several arrangements by which competitors can co operate. A competi-

tor collaboration could include anything from a fully integr ated joint ven-

ture that is equivalent to a merger, to a trade association, an information

exchange, or any of several other forms of cooperation described in this

book.

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. See generally Chapter III.