“Mergers in United Kingdom law”的意思、由来-开放百科全书

Mergers in United Kingdom law is a theory-based regulation that helps forecast and avoid abuse, while indirectly maintaining a competitive framework within the market . The Office of Fair Trading (OFT) and Competition Commission (CC) are responsible for enforcing Competition Law within the UK.

Article 102 under competition law is designed to prevent market abuse. In 2003, merger control was enacted to prevent anti-competitive actions.^[1]

'"(a) the merger of two or more previously independent undertakings... (b) the acquisition... if direct or indirect control of the whole or parts of one or more other undertakings."^[2]

Merger types

Horizontal

A horizontal merger takes place when two or more competitors merge into one, or one of it directly or indirectly controls another undertaking as a whole when they are operating in the same product and geographic market.^[3] For example, Glaxo Wellcome and SmithKline Beecham merged to become GlaxoSmithKline in 2000.^[4]is a typical example of horizontal merger in that they operate in the same markets.

The unilateral effect arises as the competition between the merging companies is eliminated. The subsequent increase in marketing power may harm consumers through higher prices and/or reduced product diversity.

The coordinated effect occurs when a market condition such as product homogeneity allows the merged entity to behave in an anticompetitive way such as price raising.^[5]

Vertical

A vertical merger takes place when two or more businesses that operate at different levels merge.^[6] Such a merger leads to 'double marginalization',^[7] resulting in more profit for the organization if, e.g., material cost is reduced substantially or production processes are improved.

Conglomerate

A conglomerate merger arises when merger partners generally operate in separate markets. In cases where the merger results in smaller product lines, e.g., to remove overlaps, reducing consumer choice.

Substantive test

The New Merger Regulation was enacted by the European Commission in May 2004. ^[8] The regulation reformulated the "substantive test", which closes a loophole in the old test.^[9]

The leading case was Airtours v Commission.^[10] After Airtours plc and First Choice Holidays plc merged, the commission argued that due to a unique holiday package selling in the UK market, 'collective dominant position' was gained by Airtours, since it was selling a high number of the holiday package. The Commission thereby blocked the (hostile) merger.^[11] This revealed the need for an updated substantive test. The new substantive test, also termed a 'dominance test'. The new substantive test assesses the merger decreases competition.

References

1. ^{{cite book|last1=Whish|first1=Richard|last2=Bailey|first2=David|title=Competition Law|url={{google books |plainurl=y |id=3HMsCgAAQBAJ|page=819}}|year=2015|publisher=Oxford University Press|isbn=978-0-19-966037-7|page=819}}
2. ^Art. 3(1), Regulation 139/2004, the European Community Merger Regulation
3. ^{{Cite web|url=http://www.internationalcompetitionnetwork.org/uploads/library/doc321.pdf|title=International Competition Network - Merger Guidelines Workbook, para. 3.4|last=|first=|date=|website=|archive-url=|archive-date=|dead-url=|access-date=}}
4. ^{{Cite web|url=https://www.gsk.com/en-gb/about-us/our-history/gsk-today-2000-present/|title=GSK website|last=|first=|date=|website=|archive-url=|archive-date=|dead-url=|access-date=}}
5. ^{{Cite web|url=http://www.internationalcompetitionnetwork.org/uploads/library/doc321.pdf|title=International Competition Network - Merger Guidelines Workbook, para. 3.6|last=|first=|date=|website=|archive-url=|archive-date=|dead-url=|access-date=}}
6. ^{{Cite web|url=http://www.internationalcompetitionnetwork.org/uploads/library/doc321.pdf|title=International Competition Network - Merger Guidelines Workbook, paras. 3.7|last=|first=|date=|website=|archive-url=|archive-date=|dead-url=|access-date=}}
7. ^{{Cite book|title=Competition Law by Richard Whish & David Bailey page 819|last=|first=|publisher=|year=|isbn=|location=|pages=}}
8. ^{{Cite journal|last=|first=|date=|title=The impact if the new substantive test in European merger control by LARS-HENDRIK RÖLLER AND MIGUEL DE LA MANO|url=|journal=|volume=|pages=|via=}}
9. ^See, eg J Fingleton and D Nolan, "Mind the Gap: Reforming the EU Merger Regulation",Mercato, Concorrenza, Regole, 29 May 2003; J Vickers, "How to Reform the EC Merger Test?",speech at the EC/IBA Merger Control Conference, Brussels, 8 November 2002; N Levy,"Dominance v SLC, A Subtle Distinction", Cleary Gottlieb Steen and Hamilton, 6 November2002.
10. ^From the judgment of the General Court of the European Union. See Case T-342/99, Airtours v Commission, [2002] ECR II-2585
11. ^The Airtours Case: Collective Dominance and Implicit Collusion In European Merger Analysis by David Harbord