Preface

• Pages: 9-9

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PREFACE

In-house counsel and private civil practitioners are frequently asked

to advise on compliance with Section 8 of the Clayton Act and are often

charged with oversight responsibilities to ensure that their corporate or

investment fund clients comply with it. These issues have gained

visibility recently in the context of private equity investment activities.

For example, minority acquisitions by investors in competing companies

may not rise to the level of creating issues under Section 7 of the Clayton

Act but can raise Section 8 issues where those minority investors are

granted board representation.

This Handbook is composed of two parts. The first describes the

state of the existing black-letter law and explores the history of

Section 8, with particular emphasis on the importance of the 1990

amendments. T he second part takes a practical approach to addressing

the more commonly raised counseling issues related to Section 8.

This book is the result of the hard work and contributions of

numerous individuals, including Rebecca H. Farrington, Andrew C.

Finch, Allen P. Grunes, Samir K. Ranade, Stephen D. Bolerjack, Keith

L. Butler, Bilal Sayyed, Francis Fryscak, Darren S. Tucker, and Lauren

M. Matherne. Kenneth P. Ewing and Matthew Sawchak of the Section’s

Books and Treatises Committee provided useful editing and

commentary. The Section owes a debt of gratitude to all who worked so

tirelessly to complete and finalize this manuscript for publication.

March 2011 Brian K. Grube, Robert F. Leibenluft

Co-Chairs, Joint Conduct Committee

Section of Antitrust Law

American Bar Association

2010-11

Steven J. Cernak, Eric Jonathan Stock

Co-Chairs, Corporate Counseling Committee

Section of Antitrust Law

American Bar Association

2010-11