As with its predecessors, the fourth edition of Mergers and
Acquisitions: Understanding the Antitrust Issues is designed to be a
comprehensive review of United States substantive merger law for use
by counsel evaluating or advocating a transaction. After a brief overview
of applicable U.S. antitrust laws (Chapter I) and U.S. enforcement policy
and procedure (Chapter II), the book guides the reader through the
substantive analysis, following the analytical framework set forth in the
2010 Department of Justice and Federal Trade Commission Horizontal
Merger Guidelines. It begins with evidence of adverse anticompetitive
effects (Chapter III), moves to discussion of relevant market and
concentration (Chapter IV), and then focuses on possible coordinated and
unilateral effects (Chapter V), evidence that may demonstrate the
absence of anticompetitive effects (Chapter VI), efficiencies (Chapter
VII), and specific defenses to mergers that might otherwise be unlawful
(Chapter VIII). The book then devotes separate chapters to special issues
regarding partial acquisitions (Chapter IX), the potential competition
doctrine (Chapter X), and vertical and conglomerate mergers (Chapters
XI and XII, respectively). The book then addresses issues particular to
international transactions (Chapter XII) and concludes with a discussion
of judicial relief and remedies in Chapter XIV.
The fourth edition includes an entirely new chapter on evidence of
adverse competitive effects, given the 2010 Merger Guidelines focus on
such evidence, and an expanded discussion of the economic principles
that are emphasized in the Merger Guidelines. The partial acquisitions
chapter is also new, reflecting increased focus on these issues at the U.S.
antitrust agencies. Given the ready availability on line of the sort of
materials that comprised the appendices in prior editions of the book, this
edition includes no appendices.
The book does not detail the process and procedures of merger
review at the federal agencies, although Chapter II touches on the topic;
for that, the ABA Section of Antitrust Law issued the fourth edition of its
practice guide entitled, The Merger Review Process: A Step-by-Step
Guide to Federal Merger Review in 2012. In addition, although the book
briefly discusses state merger enforcement, a more in-depth discussion of
that topic is available in the Section’s State Antitrust Practice and
Statutes (5th ed. 2014) and State Antitrust Enf orcement Handbook

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