Clean Team Agreement Antitrust

Clean Team Agreement Antitrust

The reason for concern is simple: the damage caused to competition by the illegal exchange of information can harm competition, as can the damage caused by anti-competitive concentration. The exchange of information on competition plans, strategies and important data, such as prices and costs, can facilitate coordination between companies (and, if accompanied by measures of convenience, constitute an illegal agreement). Pending the conclusion, the parties to the merger remain independent and must continue to work independently, including by guaranteeing their competition information – in order to be competitive in the short term and in the event of a merger. The FTC therefore carefully reviews the exchange of information prior to the transaction to ensure that there was no inappropriate dissemination or misuse of information for anti-competitive purposes. Although antitrust authorities are less frequent than merger enforcement measures, they have exchanged inappropriate information, either as stand-alone behaviour or during the merger process. For example, the FTC accused a hair transplant services company of violating the FTC act following the FTC`s review of a proposed merger, which revealed that ceDs of merger companies repeatedly exchanged company-specific information on future product offerings, under-quotes, discount practices , expansion plans and operations and performance activities. While the FTC did not contest the merger, it concluded that the Exchange facilitated coordination and jeopardized competition, including reducing each company`s uncertainty about its competitor`s specific product offerings, prices and plans. The FTC also found that the exchanges did not fulfill a legitimate commercial purpose. In another case, the FTC challenged both the merger and the exchange of competition information between two producers of welding aluminum tubes. The FTC found that the sharing of non-aggregated customer information, including current and future pricing plans, was particularly detrimental to competition, as the two companies competed in two highly concentrated markets. In the Commission`s view, “[d][d]its transmission had the potential to adversely affect competition in the time span, and if acquisitions were delayed, modified or abandoned, this could have caused even greater and lasting harm.” The solution: in order to avoid infringements, merging parties should disclose competition information only when necessary to deal with negotiations and diligence, and only under procedural safeguards. The parties should also rely on the rights defenders of the agreement to advise on other measures to avoid liability. Parties to a merger, acquisition or joint venture regularly provide essential information as part of due diligence.

The buyer needs to know what he is buying; The seller wants to make the deal. When the transaction involves competitors, the sharing of competition information can raise competition issues, as highlighted once again in a recent FTC online blog post. Parties to a transaction should avoid any activity that may delay the completion of their transaction or increase liability for cartels and abuse of dominance. The purpose of this agreement is to ensure that the exchange of competition information (as defined below) for the valuation and planning of the transaction does not result in violation of relevant cartel laws and regulations and abuse of dominance. In another lawsuit, the DOJ challenged the prior agreement between a software developer and the proposed competitor that the seller would seek the buyer`s approval before offering discounts of more than 20 percent on the list price. Finally, persons who have received confidential information must meet all


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