In abstractThis chapter discusses the competitors-associated merger evaluate course of in the United States. First, it describes the establishments concerned in merger evaluate – primarily, the US Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) (collectively, the Agencies). Second, it outlines the authorized framework these entities apply. Third, it traces the life cycle of a typical merger evaluate. Lastly, it discusses merger evaluate enforcement beneath the Biden administration to this point.Discussion factorsThe establishments concerned in merger evaluate: DOJ, FTC, and State AGsSubstantive regulation: Clayton Act Section 7 and the merger pointersThe in-depth merger evaluate course ofMerger enforcement beneath the Biden administrationReferenced on this articleClayton Act Section 7Hart-Scott-Rodino Antitrust Improvements ActHorizontal Merger GuidelinesVertical Merger GuidelinesThe statutory framework for suspensory merger evaluate in the United States comes from the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). Under the HSR Act, events participating in transactions that meet sure inflation-adjusted thresholds are required to inform each the DOJ and FTC at the very least 30 days previous to closing and pay a price based mostly on the measurement of the transaction. Failure to file may end up in penalties in extra of US$40,000 per day. At the finish of the 30 days – until the events ‘pull and refile’ to permit the Agencies a contemporary 30 days to evaluate the transaction – the events are free to shut until both of the Agencies ‘require[s] the submission of further data or documentary materials related to the proposed acquisition’ (generally referred to as a Second Request). If a Second Request is issued, then the events can not shut till 30 days after considerably complying.At the finish of the course of, there are three fundamental outcomes: (1) the reviewing company might shut its investigation; (2) the reviewing company and the merging events might settle to resolve any issues that the reviewing company expressed, equivalent to by divesting sure services; or (3) the reviewing company might sue to dam the transaction.Since the HSR submitting requirement applies to all transactions over a sure threshold regardless of aggressive significance, it sweeps in lots of transactions that pose no concern. Prior to January 2021, the Agencies would usually grant, upon request, ‘early termination’ for competitively insignificant transactions, permitting the events to shut previous to the expiration of the 30-day ready interval. Shortly after President Biden’s inauguration, nonetheless, the Agencies ‘paused’ early termination and, at the time of writing, present no signal of resuming.InstitutionsStructure and organisationDOJAs talked about, two businesses share jurisdiction over merger evaluate: the DOJ and FTC. The Department of Justice is a component of the government department of the federal authorities and its chief, the Attorney General, is a member of the President’s cupboard. The DOJ is led by a presidentially appointed, Senate-confirmed Assistant Attorney General (AAG). The AAG has unilateral resolution-making authority over the Antitrust Division, however sits studies to the Attorney General via the Associate Attorney General and Deputy Attorney General. The AAG is assisted by a number of politically appointed Deputy AAGs, two or three of whom typically oversee civil issues, together with merger evaluate, merger litigation and worldwide relations. At the profession-employees degree, the DOJ has six civil litigating sections that conduct merger evaluate investigations for particular commodities. The six sections are:Healthcare and Consumer Products;Defense, Industrials, and Aerospace;Financial Services, Fintech, and Banking;Media, Entertainment, and Communications;Transportation, Energy, and Agriculture; andTechnology and Digital Platforms.Each is headed by a chief and two assistant chiefs, and staffed by roughly 20 to 25 trial attorneys and 12 paralegals. DOJ management has vital flexibility in staffing issues, and, if a selected part is busy, it’s not unusual for merger investigations to be assigned to a unique part. Personnel are additionally incessantly detailed to completely different sections if there’s a specific want. On 20 July 2021, President Biden nominated Jonathan Kanter to function AAG.FTCIn distinction to the DOJ, the FTC is an unbiased, 5-member fee. Commissioners are presidentially appointed and Senate confirmed, and not more than three commissioners could also be members of the identical political celebration. The president designates one commissioner as the chair. The chair units the agenda, appoints key employees – equivalent to the management of the Bureau of Competition (BC) – and oversees the day-to-day work of the FTC, with sure key actions topic to vote by the complete Commission. For its competitors operate, the FTC’s most related bureau is BC, which is headed by a director who’s assisted by deputy administrators, and controls the authorized investigatory operate. A Bureau of Economics works with BC to judge mergers and gives unbiased, financial evaluation of offers for BC and Commission evaluate and consideration. For merger evaluate, BC is split into 4 merger divisions, with the following experience:Mergers I critiques transactions in healthcare-associated industries, together with branded and generic pharmaceutical manufacturing and distribution, medical gadgets, and shopper well being merchandise. It additionally handles issues involving defence, scientific, industrial, expertise and shopper merchandise.Mergers II critiques transactions in all kinds of industries, together with coal mines, chemical compounds, leisure, and laptop {hardware} and software program.Mergers III critiques transactions in a various set of industries from razors to on-line actual property itemizing companies, to title insurance coverage to rooftop aerial measurement merchandise, to grease and fuel, to retail fuel stations, terminals and pipelines.Mergers IV critiques transactions involving hospitals, physicians, workplace provide distribution, meals distribution, supermarkets, speciality retail shops, shopper items and casinos.Each merger part is headed by an assistant director and two deputy assistant administrators, and staffed by roughly 30 attorneys.President Biden inherited 4 commissioners, Democrats Rebecca Slaughter and Rohit Chopra and Republicans Noah Phillips and Christine Wilson. Shortly after inauguration, President Biden made Commissioner Slaughter performing chairwoman. In March 2021, he nominated Lina Khan as the fifth commissioner, however was silent on deciding on a everlasting chair. On June 15, inside hours of Khan’s affirmation as a commissioner, President Biden named her as chair of the FTC. Chair Khan got here to prominence as a critic of the bipartisan antitrust consensus of the final 40 years, and is anticipated to steer the FTC in a left-wing route.ClearanceAlthough the DOJ and FTC share jurisdiction, the Agencies don’t concurrently examine mergers. Rather, they divide issues between themselves on the foundation of experience as half of the ‘clearance course of.’ As a sensible matter, when they’re notified a few potential merger, every company conducts an preliminary analysis to find out if the transaction warrants additional evaluate and falls inside the company’s subject material experience. If these circumstances are glad, the company will search clearance from the different company and open the investigation. The course of typically easily allocates merger critiques, however often a matter will fall into an space the place every company claims experience or that cuts throughout each Agencies’ experience (eg, a vertical merger the place one company has experience in the upstream market and the different has experience in the downstream market), which can lead to extra protracted negotiations and should delay the launch of the investigation. When this occurs, it could actually put merging events in a troublesome state of affairs as a result of the reviewing company might lack the time essential to assess the transaction and should default to issuing a Second Request. To keep away from this, it’s not unusual for the merging events to tug and refile their HSR submitting, resetting the 30-day clock to provide the investigating company extra time to judge the transaction in the preliminary levels.International cooperationMany massive transactions require notification in a number of completely different jurisdictions. If the transaction raises substantive competitors issues, then the Agencies incessantly cooperate with international competitors businesses. This cooperation usually takes the kind of periodic calls to share updates on course of and timing, in addition to to debate information and theories. Because of statutory confidentiality necessities, merging events should waive confidentiality to ensure that the Agencies to debate confidential data with international enforcers.State Attorneys GeneralAttorneys common from particular person US states (State AGs) are more and more taken with and energetic on antitrust issues, together with merger critiques. Although most US states have state-particular antitrust legal guidelines, State AGs even have parens patriae standing to deliver go well with beneath federal antitrust regulation, permitting them to behave as quasi-sovereign enforcers in parallel with the Agencies. Although no US state has a common obligatory pre-merger notification requirement, public studies of transactions can entice State AG consideration. When there may be State AG curiosity in a merger investigation, the Agencies usually cooperate with the related State AGs, sharing procedural and substantive updates and even conducting joint conferences, with the related federal company taking the lead. But there may be the potential for divergence between the Agencies and State AGs, and State AGs have challenged mergers that the Agencies haven’t or obtained treatments along with these sought by the Agencies.Substantive authorized frameworkSection 7 of the Clayton Act gives the authorized framework for substantive merger evaluate. Like Sherman Act Sections 1 and a pair of, the statutory textual content provides minimal steering, offering that mergers the place the impact ‘could also be considerably to reduce competitors, or to are inclined to create a monopoly’, are prohibited. Over the years, synthesising judicial precedent and financial evaluation, the Agencies have promulgated merger pointers that mirror how they consider mergers, together with lengthy-standing Horizontal Merger Guidelines (HMG) and extra just lately issued Vertical Merger Guidelines (VMG). In current many years, these pointers, significantly the HMG, have been extremely influential in how courts apply the federal antitrust legal guidelines.The 2010 HMG concisely lay out the Agencies’ strategy to evaluating horizontal mergers, specifically mergers between companies that compete instantly. By their nature, horizontal mergers are the most definitely kind of merger to attract company curiosity. The HMG begin by addressing proof of anticompetitive results. The Agencies think about varied sorts of proof, starting from precise results noticed in consummated mergers, to direct comparisons based mostly on expertise, to market shares and focus, to substantial head-to-head competitors, and even to the ‘maverick’ standing of one of the merging events. The main sources of proof are paperwork and knowledge from the merging events, clients, and different business contributors and observers.The HMG additionally cowl market definition, together with varied authorized and financial checks the Agencies usually use to outline the related product and geographic markets. The HMG clarify how the Agencies think about market contributors, shares and focus. Potential entrants will be thought-about half of the market. Shares are calculated based mostly on the finest accessible data, equivalent to capability or income. The Agencies use the Herfindahl-Hirschman Index (HHI) to measure focus, and think about mergers that end in sure ranges of focus to be presumptively anticompetitive.The HMG talk about two broad theories of hurt – unilateral results and coordinated results. Unilateral results stem from the elimination of competitors between the merging companies unbiased of another market contributors. These ‘are most obvious in a merger to monopoly in a related market, however are on no account restricted to that case’. Coordinated results happen when a merger ‘diminish[es] competitors by enabling or encouraging put up-merger coordinated interplay amongst companies in the related market that harms clients’.The HMG additionally talk about varied defences. Powerful consumers might constrain the means of merging events to boost costs, probably lowering hurt. If entry by a brand new competitor into the related market put up-merger could be well timed, probably and ample to counteract potential dangerous results, then the merger could also be lawful. The HMG recognise that ‘a main profit of mergers to the financial system is their potential to generate vital efficiencies and thus improve the merged agency’s means and incentive to compete’, leading to professional-aggressive results. The Agencies will credit score verified and quantified merger-particular efficiencies. Finally, the Agencies think about the risk of a failing agency the place, absent the merger, the property would exit the market, rendering an in any other case anticompetitive merger lawful.Vertical mergers are combos between companies working at completely different ranges in associated markets (eg, producer-distributor). Although, as a category, vertical mergers have a tendency to boost fewer aggressive issues than horizontal mergers, they will hurt competitors beneath sure circumstances, and the Agencies have challenged vertical mergers persistently, if not incessantly, over the previous 25 years.The VMG had been adopted by the Agencies in 2020. Prior to that, the DOJ (however not the FTC) had Non-Horizontal Merger Guidelines from 1984, which had been broadly thought-about a useless letter. The 2020 VMG had been the first systematic joint assertion by the Agencies explaining their analytical strategy to evaluating vertical mergers. The VMG are considerably shorter than the HMG (14 pages versus 37), and explicitly state that they ‘ought to be learn along side the [HMG]’ and that ‘[m]any of the rules and analytic frameworks used to evaluate horizontal mergers apply to vertical mergers’. The VMG deal with questions that come up particularly in the context of vertical mergers. For occasion, the VMG state that the Agencies, along with defining a related product market, can even specify a ‘associated product,’ which may very well be ‘an enter, a method of distribution, entry to a set of clients, or a complement’ to the related product market.Like the HMG, the VMG talk about each unilateral and coordinated results. The VMG establish two particular classes of unilateral results. The first is ‘foreclosures and elevating rivals’ prices’, and the VMG present six illustrative examples. Those examples embrace easy enter foreclosures (the merged agency proscribing rivals’ entry to a vital enter), enter foreclosures via elevated bargaining leverage (a model of this idea was the DOJ’s principal idea of hurt in its unsuccessful problem to AT&T’s acquisition of Time Warner Inc.), creating the want for 2-degree entry (put up-merger, a brand new entrant is unlikely to enter efficiently, until it could actually enter at each ranges), and elevating rivals’ price of distribution (limiting entry to an necessary distribution channel). The second unilateral impact is giving the merged agency entry to fully delicate data. For instance, if a downstream rival to the merged agency had been a pre-merger buyer of the upstream agency, then the merger might give the merged agency entry to its rival’s delicate enterprise data, which might hurt competitors.The VMG’s dialogue of coordinated results is sparse. It incorporates the HMG’s dialogue of coordinated results by reference, after which provides an instance of the merged agency’s entry to competitively delicate data higher enabling it to coordinate. Underscoring the truth-intensive nature of the evaluation, the VMG add that ‘[s]ome results of a vertical merger might make the market much less susceptible to coordination.’Finally, the VMG acknowledge the potential professional-aggressive results flowing from vertical mergers. Most considerably, vertical mergers can remove double marginalization, ensuing ‘in the merged agency’s incurring decrease prices for the upstream enter than the downstream agency would have paid absent the merger,’ which arises instantly from the merger itself. The VMG state that it’s ‘incumbent upon the merging companies to offer substantiation for claims that they are going to profit from the elimination of double marginalization’, however add that the Agencies will try to assess these advantages on their very own.While the pointers (particularly the HMG) mirror substantial consensus inside each the antitrust bar and federal judiciary concerning how you can analyse mergers beneath Clayton Act Section 7, they’ve come beneath criticism from each the left and the proper. Lina Khan’s elevation to the chair of the FTC is prone to end in upheaval in the close to time period and should end in a basically completely different strategy over the long run. Already, President Biden has issued an Executive Order directing the Agencies to reevaluate their merger pointers, and the FTC and DOJ issued a joint assertion asserting ‘a tough look to find out whether or not [the guidelines] are overly permissive’ and promising to ‘launch a evaluate of our merger pointers with the objective of updating them’. On 15 September 2021, the FTC withdrew from the VMG on a celebration-line vote. For now, the VMG stay in impact for the DOJ. Additionally, there may be pending laws that, if adopted, might change the substantive authorized normal.In-depth merger critiquesThis chapter has mentioned the establishments concerned in the merger evaluate course of and the authorized framework they make use of. This subsequent part describes the move of a typical in-depth merger evaluate. First, nonetheless, some context is critical. US merger evaluate features like a funnel. The HSR Act submitting requirement is the extensive mouth, capturing a big quantity of transactions, the majority of which increase no aggressive points and face no scrutiny past a evaluate of the submitting itself. As the funnel narrows, a small proportion, about one in 10, set off a preliminary investigation, during which the Agencies have interaction in the clearance course of. Narrower nonetheless on the funnel, a subset of these preliminary investigations draw a Second Request and a prolonged, drawn out investigation. At the very finish of the funnel, a handful annually end in some motion by the reviewing company – both a settlement or a problem.Statistics printed by the Agencies illustrate this level. In 2019, the most up-to-date 12 months for which statistics can be found, there have been somewhat greater than 2,000 HSR filings. Nearly three-quarters requested early termination, and the Agencies granted early termination for greater than a thousand filings. Less than 12 per cent of HSR filings resulted in a preliminary investigation. Only 3 per cent resulted in a Second Request.For these instances that end in a Second Request, the merger evaluate course of will be prolonged and costly. Not occasionally, merging events topic to a preliminary investigation might pull and refile their HSR filings in an effort to reset the 30-day clock and provides the merging events further time to influence the reviewing company {that a} Second Request is pointless or will be narrowly drawn.Second Requests, as soon as issued, require the merging companies to provide huge quantities of data and information and submit enterprise folks for depositions. While any given Second Request is tailor-made to the given transaction, the Agencies have posted fashions on their web sites.One possibility for events topic to a Second Request is to conform and certify substantial compliance, triggering 30 days for the reviewing company to resolve whether or not to sue. This dangers, nonetheless, alienating the resolution-maker and incentivising the reviewing company to arrange for litigation fairly than assessing potential resolutions quick of litigation.Another possibility is for events topic to a Second Request to have interaction with the reviewing company to enter right into a timing settlement, committing to rolling productions of paperwork and information and giving the company further time in change for sure course of ensures, together with substantive engagement with employees and audiences with resolution-makers. The DOJ and FTC have every posted mannequin timing agreements.While each investigation is completely different, most comply with the identical common sample. There is an preliminary forwards and backwards between the events and the investigating employees on information and theories. If issues aren’t resolved in the course of the investigation, the employees will give the merging events suggestions on the employees’s issues, which the employees have probably embodied in a advice memorandum to the reviewing company’s resolution makers. The employees’s advice memoranda are incessantly prolonged paperwork, virtually like abstract judgment briefs, outlining related information and theories of hurt, addressing each strengths and weaknesses. Near the finish of the evaluate interval, the events will meet with resolution-makers and make their case that the merger shouldn’t be challenged.If the issues expressed by the company will be remedied (eg, overlaps in distinct geographic or product markets are generally addressed by divestitures), then the events might quick circuit this course of by providing divestitures and shifting to settlement negotiations. This usually occurs fully at the employees degree (though the resolution makers should, of course, approve any settlement), however is often prompted by issues underlined by the resolution-makers.If the issues stay and can’t be remedied, then the reviewing company might take motion to dam the deal from closing. Faced with this prospect, merging events incessantly abandon their transactions, however often litigate and typically prevail in courtroom.Merger enforcement beneath the Biden administrationAntitrust merger enforcement coverage in the Biden administration is starting to return into focus. It is prone to be a tougher atmosphere than in the current previous for companies looking for fast, beneficial resolutions to pending mergers. President Biden himself has criticised the antitrust consensus for the previous 40 years as being too lenient and his appointments to key roles portend extra aggressive enforcement to return, together with actions associated to merger evaluate. Shortly after she was confirmed to the FTC after which instantly elevated to chair, Chair Khan held an open assembly and pushed via seven resolutions that recognized enforcement priorities and authorised obligatory course of for investigations into these areas. One decision particularly recognized merger investigations as a precedence space. While many of the different resolutions transcend merger enforcement, they counsel that the FTC will likely be significantly targeted on mergers involving expertise platforms, healthcare and prescription drugs.Already, the Agencies have been extra prepared to impose greater regulatory prices, for instance, ‘pausing’ early termination, and have been much less sympathetic to complaints about course of and burden issues.Relatedly, merger enforcement is prone to be much less predictable, with the Agencies exploring and even bringing novel theories. Past merger resolutions might not function helpful predictors of future resolutions. Several current FTC inclinations illustrate this level.Pfizer/MylanIn November 2019, Pfizer Inc and Mylan NV agreed to a transaction that mixed some of Pfizer’s property with Mylan to kind a brand new entity that may have resulted in generic drug product overlaps in 10 markets. In late 2020, according to previous pharmaceutical merger settlements, the FTC allowed the transaction to proceed topic to the events divesting the overlapping merchandise. But Commissioner Chopra, joined by Commissioner Slaughter, dissented, criticising the FTC’s lengthy-standing strategy. Specifically, Commissioner Chopra argued that ‘the FTC’s report in terms of reviewing pharmaceutical mergers means that the company will merely by no means search to dam a merger. Instead, the company’s strategy is to strike slim settlements. This encourages market actors to suggest much more illegal mergers.’ Commissioner Chopra expressed concern that ‘mergers involving corporations competing throughout a big quantity of product strains can exacerbate the threat of collusive conspiracies’. Given that Commissioner Chopra is now in the majority, it’s an open query whether or not future pharmaceutical mergers involving overlaps are prone to be settled.Illumina/GrailAnother instance is the FTC’s problem to Illumina Inc’s US$7.1 billion proposed acquisition of Grail, Inc. Illumina and Grail are in a vertical relationship. Illumina is the sole supplier of a vital enter (DNA sequencing) for Grail’s non-invasive, early detection liquid biopsy take a look at. After a bipartisan vote (4-0), the FTC sued on 30 March 2021, on a vertical idea that Illumina might increase Grail’s rivals’ prices. This represents the FTC’s first litigated vertical merger problem in a technology, and the first litigated vertical merger since the VMG had been printed. Although the FTC initially sought a preliminary injunction in federal courtroom, it dismissed its federal grievance with out prejudice as a result of ongoing evaluate by the European Commission prevents the events from closing the transaction. In a shock transfer, the events consummated the merger however the EC’s ongoing evaluate. At the time of writing, the matter is in FTC administrative litigation with an administrative trial that began on 24 August 2021.7-Eleven/SpeedwayMaybe the most vivid illustration of lack of predictability in merger evaluate is the FTC’s strategy to 7-Eleven, Inc’s acquisition of Speedway, LLC. In August 2020, 7-Eleven sought to amass Speedway for US$21 billion, including over 3,800 shops. The evaluate appeared to proceed easily at the FTC employees degree. After 4 extensions of the timing settlement in February (twice), March, and April 2021, the FTC employees recognized overlaps and negotiated a settlement for 7-Eleven to divest 293 gas shops. The FTC employees, together with then-BC management, advisable that the Commission settle for the divestitures and permit the deal to shut.Then there was a breakdown at the Commission. On 11 May 2021, then-Acting Chairwoman Slaughter and Commissioner Chopra requested for extra time to evaluate the settlement. 7-Eleven refused, and closed on 14 May, however said that it deliberate to divest the 293 shops according to the settlement it had negotiated with FTC employees. Then-Acting Chairwoman Slaughter and Commissioner Chopra launched an announcement criticising the ‘unlawful deal’ and promising to proceed the investigation. Commissioner Wilson and Commissioner Phillips issued their very own assertion:There is not any good motive for the Commission to be on this mess. This deal was introduced final August, the higher half of a 12 months in the past. . . . That left loads of time for employees – who, since late January, have labored at the route of the Acting Chairwoman – and the events to barter a decision. . . . [W]e have been given no data suggesting the events did not work constructively with employees to barter a well timed and efficient decision. Yet the Commission is opting to allow the transaction to shut with out a treatment in place.In late June, the FTC accepted the settlement with minor adjustments, however the total sequence shocked exterior observers.Utah Natural Gas PipelinePfizer/Mylan, Illumina/Grail, and 7-Eleven/Speedway occurred previous to Chair Khan assuming management. At the time of writing, the most important decision beneath her management associated to a proposed pure fuel pipeline transaction in Utah. Berkshire Hathaway Energy Company’s Kern River Gas Transmission Pipeline tried to amass Dominion Energy, Inc’s Questar Pipeline in Utah. This acquisition, in line with the FTC, would have been a merger to a monopoly. In 1995, the FTC had blocked the identical transaction. The events deserted their deal after an FTC and Utah AG investigation. In response to the abandonment, Acting BC Director Holly Vedova said that ‘it’s disappointing that the FTC needed to expend vital sources to evaluate this transaction once we beforehand filed go well with in 1995 to dam the identical mixture.’ The FTC’s resolution to dam the transaction was unsurprising, however the relaxation of Vedova’s assertion signalled that further coverage adjustments could also be contemplated by the Commission. She additional said that ‘that is consultant of the kind of transaction that ought to not make it out of the boardroom. The Bureau of Competition will likely be actively exploring its choices on how you can curtail this sort of re-evaluate to higher deploy the Commission’s scarce sources.’The day earlier than Vedova’s assertion, the FTC introduced an open assembly that included an agenda merchandise to rescind a 1995 coverage assertion concerning ‘prior approval’ and ‘prior discover’ treatments in merger instances. Vedova’s assertion seems to put the floor work for the FTC to require, as a situation to settling merger investigations, that events submit future transactions for the FTC’s prior approval. On 21 July 2021, by a vote of 3-2, the FTC rescinded the assertion. Although it’s too early to opine with certainty, companies that settle for a sturdy ‘prior approval’ clause in settlements with the FTC might discover that the burden of proof for future mergers is successfully reversed. The FTC might require that companies show that any proposed transaction is procompetitive, fairly than the FTC being required to show that the merger is anticompetitive.Other merger enforcement actions in the first six months of the Biden administration have been extra conventional. The most important is the DOJ’s problem to Aon plc’s proposed acquisition of Willis Towers Watson plc for about US$30 billion. Aon and Willis are the second and third largest insurance coverage brokers in the world, and two of the so-referred to as ‘Big Three’. Insurance brokers assist to match companies with the proper insurance coverage insurance policies, and the DOJ alleges that giant, subtle companies want the Big Three to satisfy their wants. In mid June, the DOJ sued to dam the transaction in federal courtroom in Washington, DC, alleging that the merger will remove vital head-to-head competitors on worth, high quality and innovation. The DOJ outlined 5 product markets, throughout massive consumers. While the case was set for trial in late 2021, the merging events deserted the transaction on 26 July 2021.Notes
Global Competition Review – The Antitrust Review of the Americas
