All US companies that consider merger or acquisition in accordance with current lawsThe size of the hat is over $ 125 million First, we must report to the government. Most recent data FOr in 2023, 1,805 transactions were reported in 2023, which has been reported relatively low in recent years. For example, more than 3,000 proposed transactions have been reported in 2021 and 2022.
The government’s monopoly agency of the Federal Trade and Communications and the monopoly of the US Department of Justice have no time to carefully investigate all these proposed transactions. For example, in 2023, the FTC challenged 16 transactions and DOJ challenged another 12 challenges. Less than 2% of the overall transaction. After all, the role of the government authorities does not decide whether the transaction is profitable (we can assume that the related company has analyzed the question), but in a broad and annoying sense of “socially desirable” (whether it is a completely free market economy), “whether it can reduce the economic economy.
The exclusive prohibition of the FTC and DOJ, which dates back to 1968, has updated the guidelines for 10 years or twice every 10 years after publishing a merger guideline to explain which transactions are likely to be the closest investigation. It is important to recognize that this guideline is not legally binding. The actual monopoly Act is a case law enacted by the Congress and the Court Practices. Thus, the evolving merger guidelines were always a combination of laws and courts actually speaking and what the court says what the court says.
When President Biden took office in 2021, he had a great accuracy of the merger guidelines in 1968, but the update that began in 1982 was on the wrong track, and when the update in 1984, 1992, 2010, and 2020 continued to proceed with the wrong track, people at the main monopoly policy policy on the main monopoly policy policy of the FTC and DOJ. I appointed. Reagan, Bush, Clinton, Obama and Trump were mostly not impressed.
A new merger guideline was announced in December 2023. You won’t try to summarize all the pros and cons. But in a rough summary, the predominant sectarian perspective is to allow consumers to benefit. From this point of view, the goal of the monopoly authorities was to evaluate whether a given merger benefits consumers through low prices and/or quality improvement. The criticism of the BIDEN administration insisted that the critics of this position needed to preserve “competition” according to the law. It argued that it could include a merger and acquisition because it increased the size of the existing company. One justification for this view is that longer views of competition are needed. If small companies are not absorbed by larger companies to large companies, some companies later develop into a full -fledged competitor. Another justification is that large corporations (and wealthy owners) should be considered politically dangerous because of the power that can affect the government.
I will add three thoughts to the situation.
First, one possibility was that it would be very short because it would be overturned by the Trump administration in which the 2023 merger guideline came in. but, Andrew N. Ferguson, a new head of the Federal Trade Commission, wrote a memorandum. 2023 The merger guidelines will be maintained. Ferguson Note:
As long as it is ambiguous, a joint 2023 merger guideline of FTC and DOJ is applied and is a framework of the merger review analysis of the organs. … The stability of the entire management of both parties was the name of the game. Clinton maintained the 1992 guidelines in 1997 by the George HW Bush administration until 1997. President George W. BUSH did not change the 1997 guidelines. President Trump did not change the 2010 guidelines issued by the Obama administration. … The clear lesson of history is that we must increase stability and violate wholesale wholesale. … The cleaning cycle of the party structure will not help the economy. If the merger guidelines change with all new administration, it will be little worth the business and court. No business can plan the future based on the guidelines you know, and there are no courts that will definitely rely on party guidelines.
Stability is also good for enforcement agencies. Wholesale and re -work in the guidelines takes a lot of time and expensive. We must do this rarely. We have limited resources to patrol the bit, and continuous turnover rate weakens the reliability of the agency. Overall, the 2023 merger guidelines reflect what can be found in the previous repetition and law of the guidelines. That is a good reason to keep them. It does not mean that the 2023 merger guidelines are perfect. There is no perfect guidance. If the experience is appropriate, the agency can consider the amendment as it did in the past. This repetitive and transparent revised process promotes the stability of the guidelines. Until the predictable future and such amendments are adopted, the FTC will use the 2023 merger guidelines as a framework for performing our important merger forced work.
The second question is whether the BIDEN monopoly authorities overturned the previous doctrine and returned the merger guidelines to the version of Good Old Days. The answer here is unclear. Problems of the winter of 2025 Economic perspective journal (I work as an administrator) has a three -paper symposium on the “2023 merger guidelines and after”.
I will focus on the essay of the franchise. He sketches the evolution of the merger guidelines over time. He insisted that the monopoly on the monopoly of Viden would overturn the existing guidelines, and promised to oppose decades of LAX’s LAX with the same opinion, “The era of Lax execution is over and the new era of active and effective monopoly enforcement has begun.” . .
Execution ”and“ extensive government -free activities ”. They have strongly criticized the idea that the monopoly law decision should focus on consumer welfare, and the consumer’s damage can be “important in some situations.” . . It can not be supported and can be done. . . Nonsense border. ”
Francis claims that the “draft” version of the 2023 merger guidelines, published in June 2023, is quite radical. The company has removed language from the transfer guidelines for “market power” to increase wages and the importance of consumer welfare. Instead, it is, as Francis pointed out, the merger should not be merged, as the merger should not increase the concentration in a highly concentrated market.
Intensive markets, “or” expanding or expanding the dominant position “. None of the 13 rules of the draft version did not mention whether the company’s actions will help consumers.
The draft of the merger received 3,000 public opinions. Many of them focused on whether the monopoly law should focus on consumer welfare. Some are favorable and some oppose. Francis is used as follows:
Above all, the draft discussions focused on the relationship with the draft
welfare. The draft sketched the merger policy.
It will be diverged in the Modern Welfare Monopoly Act. Some of the opinions asked for it
The agency further rejects the welfare paradigm completely. Others demanded
A clear recommendation for it. The institution was in the intersection. … In my reading, the final document effectively rejects the choice between the well -barism and non -welfare required by the commentators. Instead, it selects ambiguity. It can show both welfareists and non -welfareist reading. Like the Rorschach test, the meaning of the 2023 merger guidelines depends on the expectations, hope or fear you can find there. Best of all, it invites basic questions but does not answer. Do you tend to harm a consumer (or other trading partner) depending on the 2023 guideline?
Thus, Francis argues that the meaning of the new guidelines is insisted by the government’s monopoly authorities and will be obvious only when such claims are accepted or rejected by the court.
Francis points out that the merger guidelines and the exclusive monopoly law in 2023 are interesting to go back to a century for more than a century. Most Americans prefer “competition” among companies as common concepts rather than monopoly. But imagine that the city starts with a local restaurant, grocery store and pharmacy. Then many national chains and superstores enter. Many local customers switch to new options, which are low in prices and some of the local stores stop their business. Is it a decrease in competition because competitors are out of business? Or increase the competition to help consumers who choose new options? What if an online company with a courier drives local merchants and shopping malls with financial pain? What happens if the online streaming of the movie and show leads the cinema with financial pain? Many people are in favor of competition when providing new options, but they are ambiguous if some of the competitors are lost.
I will add that Americans have similar ambiguity to large corporations. On the other hand, many people played a dominant role in the US and the world economy, looking back at a little affection in the age of huge American companies making automobiles, steel or chemicals. If US producers in certain industries do not seem to be dominant enough, US political systems often have political support to solve domestic companies (like in semiconductors) with tariffs on foreign producers. However, in areas where the United States actually has dominant companies such as large companies such as Walmart, ExxonMobil and CVS Health, like many large companies, we are concerned that the scale should be a public interest and monopoly agency should be carefully reviewed. In short, the shortage of US companies, which are large and dominant in certain industries, are the public interests that require policy response, and the existence of large -scale American companies in certain industries is the public’s concern that requires policy response.
Finally, it is a symposium of 11 pages that are organized with a useful starting point for those who want a variety of experts on the 2023 merger guidelines. By Industrial organization review It was published in the August issue of 2024.
I mentioned this blog about the historical changes of the merger law over time as the BIDEN exclusive ban team, new merger guidelines, current monopoly cases and time and time. Some of these posts are as follows:
- “Rescue John-Performance: Exclusive Act on the previous generation” (February 11, 2025)
- “Generic drug monopoly Act” (March 15, 2024)
- “Initial reaction to the Amazon exclusive anti -monopoly Act” (September 27, 2023).
- “Monopoly and Consumer Welfare Goals” (July 31, 2023)
- “Complex Monopoly Act” (January 3, 2023)
- “Exclusive Act: Expansion before earthquake?” (June 8, 2023)
- “Initial reaction to the Amazon exclusive anti -monopoly Act” (September 27, 2023)
- “Was the monopoly method really hard?” (February 19, 2022)
- “AT & T merger with Time Warner: Another follow -up” (May 3, 2023)
- “What happened after that big merger?” (April 12, 2023)
- “Prohibition of monopoly in the digital economy ” (July 19, 2019)
