Vertical merger guidelines

Click here to read the full article online

These Vertical Merger Guidelines outline the principal analytical techniques, practices, and enforcement policies of the Department of Justice and the Federal Trade Commission (the “Agencies”) with respect to a range of transactions often described as vertical mergers and acquisitions.1 The relevant statutory provisions include Section 7 of the Clayton Act, 15 U.S.C. § 18, Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1–2, and Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45. Most particularly, Section 7 of the Clayton Act prohibits any merger or acquisition if, “in any line of commerce or in any activity affecting commerce in any section of the country, the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.” This provision applies to vertical mergers, as Congress made plain in the 1950 amendments to the Clayton Act.