Mergers & Acquisitions

Shortly after the Justice Department’s challenge to AT&T’s acquisition of Time Warner was announced, a rumor floated that AT&T had offered to divest CNN to assuage the Division’s concerns.  The gist of the rumor was that the Division is suing to block an otherwise legitimate transaction as an act of revenge against CNN because CNN is critical of President Trump.  In addition to the President’s remarks, the believers also point to statements by the Assistant Attorney General for Antitrust who, before his nomination, said that he didn’t think there was going to be an antitrust problem with the deal.  The suit, according to the theory, is an affront to the First Amendment.

Randall Stephenson and the Division quickly denied the rumors.  They do keep circulating, however.  Partly because the President has tweeted his support of the suit.  And, more recently, because of Carter Page.  Mr. Page recently filed a pro se request for leave to file an amicus brief in the case arguing, basically, that the combination is illegal because it concentrates too much social power in the hands of a large corporation.  Mr. Page was an advisor to Mr. Trump.  Acknowledging the court has wide latitude to consider amicus, the Division did observe, in its half-page response, that the brief was not helpful suggesting it should be disregarded.


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On July 6, 2017, QVC announced its intent to acquire the remaining 62 percent of Home Shopping Network it doesn’t already own.  More so than DraftKings or Walgreens, this transaction will demonstrate whether Trump’s election has had any effect on antitrust enforcement, and should be watched carefully.  HSN and QVC are very similar, and the ability to do the deal will turn on what product market definition wins the day.  A very broad product market definition, that focuses on means of distributing products to consumers, and that includes the Internet, will suggest the transaction will have very little effect on competition, and should be allowed to close.  A narrow product market definition that focuses, say, on television shopping as a unique form of entertainment to consumers, and therefore a unique channel in which to sell products, may very well result in a challenge.

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Last month, AMC and Carmike announced plans to merge. They would form the nation’s largest cinema chain with over 8,000 screens. Also last month, Napster founder Sean Parker announced a new product—Screening Room—which will stream first-run movies into the home potentially in competition with entities like AMC/Carmike. Screening Room customers purchase a

On Wednesday, March 9, 2016, Assistant Attorney General of the Antitrust Division Bill Baer testified before the Senate Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights that the Division is presently investigating minority common ownership of natural competitors in concentrated industries.  These investigations are likely in response to two important papers—an economic analysis by

On May 29, 2015, the FTC filed a complaint against Steris Corporation and Synergy Health plc alleging their proposed merger would substantially lessen competition in a market that included the sterilization of medical products.  On September 24, 2015, the Court ruled in favor of the parties, denying the FTC’s motion for a preliminary injunction and