This work is licensed under a Creative Commons Attribution 3.0 United States License.
Benjamin N. Cardozo School of Law
Spring 2006
Hanno F. Kaiser
Syllabus
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Week
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Topic
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Textbook
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1, 2
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The anatomy of a merger. Why do companies merge? Why do so many mergers fail? The core questions of antitrust law: coordination and exclusion. (Case studies: Boeing McDonnell Douglas, AOL/Time Warner).
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Ch. 1, Ch. 5(A)
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3
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Horizontal merger analysis. Emergence of the structural presumption doctrine. (Brown Shoe, Philadelphia National Bank)
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Ch. 5(B)(1-2)
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4
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The sea change in the 1970s and the slience of the Supreme Court. Erosion of the structural presumption. From categories to concepts. (General Dynamics and Baker Hughes).
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Ch. 5(B)(3)
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5, 6
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Merger analysis under the DOJ/FTC Merger Guidelines. Structure of the guidelines. Market definition. HHI analysis in theory and practice.
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Ch. 5(C)(1)
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7, 8
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Merger Guidelines: Coordinated and unilateral effects; entry and efficiencies. Client interviews and merger risk assessment in practice (or why no one ever really defines relevant markets).
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Ch. 5(C)(2-4)
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9
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Basics of the Hart-Scott-Rodino Act. Merger notification, gun jumping, integration management, and avoiding being fired (by your client and/or your firm).
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Blumenthal on gun jumping and integration
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10, 11
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U.S. v. Oracle (2004). Unilateral effects in differentiated product markets. Critical loss analysis. Econometric tools. Dealing with experts. How to try an antitrust case.
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Various real-world exhibits
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12, 13
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FTC v. Arch Coal (2004). The state of coordinated effects analysis. Evidence in antitrust cases, or "hot documents and cold economics." Pitfalls in dealing with the DOJ/FTC and a roadmap for client communications.
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Williamson & Manne on evidence
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14
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Putting it all together: Drafting risk-shifting provisions in merger agreements; anticipating divestitures and consent decrees. Review of core concepts.
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Various real-world merger agreements
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Textbook: A. Gavil, W. Kovacic, and J. Baker, Antitrust Law in Perspective: Cases, Concepts and Problems in Competition Policy, West (2002). (This is by far the best contemporary textbook on antitrust in general.)
This work is licensed under a Creative Commons Attribution 3.0 United States License.