U.s. And European Companies Merge Rules Of Conflict And Cooperation

With the liberalization of trade and globalisation of economy, the world economy is internationalised. The economies of all nations are more and more interdependent, and the large mergers and cross-border mergers must be reviewed by more than one country. The U.S. and the EC have the most advanced competition laws in the world. In the process of extraterritorial application, there arise conflicts, which is reflected in the 1997 Boeing/McDonnell Douglas Merger and 2001 GE/Honeywell Merger. Such conflicts increase the merger cost and bring about uncertain outcomes to the companies that intend to merge. It is necessary that countries cooperate and coordinate in order to avoid the conflicts and bring about consistent judgment to the merging companies. On the premise thai cooperation has become the trend, it causes more and more attention how to avoid conflicts and increase cooperation, and how to bilaterally or multilaterally cooperate between countries.Firstly the dissertation reviews the origin and intention of the merger laws of the U.S. and the EC, compares the similarities and differences of the specified merger review rules of the U.S. and the EC, analyse the conflicts arisen from the extraterritorial application of merger laws of the U.S. and the EC. The U.S. has the earliest competition laws in the world, and the Sherman Act is seen as the "mother law" of all the competition laws in the world. The EC contains the competition rules in the Roman Treaty. Owing to the broad articles of the Sherman Act, the Clayton Act is set down and has been the most important articles to regulate mergers, and the Horizontal Merger Guidelines are the guidelines of the U.S. antitrust agencies in enforcing the merger law. The EC Merger Regulation is also the most important guidelines in reviewing mergers. The goal of the U.S. competition law and merger law is to bring about consumer welfare, while the EC competition law and merger law serves to fulfill the European common market too. The dissertation describes in length the legal framework of the Guidelines and the Regulation. From the specified articles, the difference between the two laws is obvious. The U.S. does economic analysis more in the merger review and the EC pays more attention to the factual data and individual cases. In a word, the U.S. applies economic analysis more in the review ofmergers and treat consumer welfare as the standard in the process of review. If a merger can bring about consumer welfare, the merger is approved, and if a merger cannot bring about consumer welfare, it is prohibited. The dissertation then cite and analyse the famous merger cases to illustrate the conflicts owing to the different merger laws of the U.S. and the EC. The U.S. reviews the merger between the Swiss companies Ciba-Geigy and Sandoz, and the EC reviews the mergers between Gencor and Lonrho, and between Boeing and McDonnell. These are the conflict cases and produce different outcomes between the two jurisdictions. In the reviews of the above mergers, the extraterritorial application of the U.S. and the EC mergers laws arise conflicts and different outcomes. The dissertation analyse the factual reasons for the conflicts and the means they take to solve the conflicts, that is, to reinforce the cooperation. Next, the dissertation analyse the reasons, premise and means for the cooperation of the merger laws of the U.S. and the EC. It compares the different views towards the means of cooperation between the U.S. and the EC, emphasize the procedural and substantial cooperation of competition laws and merger laws, confirm the cooperation, and points out the trend that the international cooperation and coordination will become more and more popular. The premise tor the cooperation between the U.S. and the EC is that their merger laws are similar. The EC prefers worldwide multilateral cooperation and the U.S. prefers bilateral cooperation. In the procedural cooperation, the 1991 Agreement, the 1998 Agreement and the 2002 Best Practice are emphasized. The fact that the Agreements bring ab...