Overview of the Applicable U.S. Antitrust Laws

U.S. antitrust laws seek to preserve competition in the U.S. economy
and to ensure that U.S. consumers continue to enjoy the benefits of that
competition. The antitrust laws are not, however, designed to protect
individual competitors from the “rough and tumble” of vigorous
competition or to thwart business efficiencies that may be achieved
through the combination of two firms’ resources.1 As applied to mergers
and acquisitions, the antitrust laws seek to ensure that such transactions
do not create, enhance, or facilitate the exercise of market power, thereby
giving one or more firms the ability “‘to raise prices above competitive
levels for a significant period of time.’”2
Several federal and state statutes regulate the competitive effects of
mergers and acquisitions.3 The principal federal statute is Section 7 of
1. See Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 488
(1977) (“the antitrust laws . . . were enacted for ‘the protection of
competition, not competitors’”) (quoting Brown Shoe Co. v. United
States, 370U.S. 294, 320 (1962)); Northeast Tel. Co. v. AT&T Co.,
651F.2d 76, 79 (2d Cir. 1981) (“dominant firms, having lawfully
acquired monopoly power, must be allowed to engage in the rough and
tumble of competition”) (citing Berkey Photo v. Eastman Kodak Co., 603
F.2d 263 (2d Cir. 1979)).
2. United States v. Long Is land Jewish Med. Ct r., 983 F. Supp. 121, 136
(E.D.N.Y. 1997) (quoting United States v. Archer-Daniels-Midland Co.,
866 F.2d 242, 246 (8th Cir. 1988)); see also United States v. Oracle
Corp., 331 F. Supp. 2d 1098, 1110 (N.D. Cal. 2004) (“[s]ubstantial
competitive harm is likely to result if a merger creates or enhances
‘market power’”).
3. See part C of Chapter II for a discussion of the HSR Act and its
administration. Furthermore, various federal statutes are applicable to
mergers and acquisitions involving specific i ndustries. See parts C and D
of Chapter VII for a discussion of the federal statutes applicable to the
banking, energy, transportation, communications, and newspaper
industries. In addition, the National Cooperative Research and Produc tion
Act of 1993, 15 U.S.C. §§ 4301-4306, applies to research and

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