Mergers and the Clayton Act

David Dale Martin

• Publisher: University of California Press
• Year: 2023
• Print ISBN: 9780520345706
• eBook ISBN: 9780520345713
• Edition: 1
• Topic: Business
• Subtopic: Mergers & Acquisitions
• Index: Business

Mergers and the Clayton Act explores the evolution of U.S. antitrust policy, with a particular focus on Section 7 of the Clayton Act and its 1950 amendment. Originally enacted in 1914 as a complement to the Sherman Act, the Clayton Act sought to address corporate behaviors that threatened competition, particularly through stock acquisitions that could lessen competition or create monopolies. The 1950 amendment expanded these provisions to include asset acquisitions, marking a significant shift in antitrust enforcement by broadening the scope of prohibited merger activities. This study delves into the legislative intent behind the original and amended Section 7, the Federal Trade Commission's role in enforcement, and the broader economic implications of merger policy in the United States.

Through a detailed examination of legislative history and administrative practices, the book reveals that the amendment of Section 7 was not simply a response to a loophole but a substantial transformation of antitrust law. The analysis highlights how asset acquisition was not a novel strategy devised post-1914 but an integral part of corporate merger practices that the original law failed to adequately address. The study critiques the Federal Trade Commission’s initial inability to develop a coherent policy under the original Section 7 and contrasts this with its more effective enforcement of the amended version. The narrative also considers the theoretical economic questions underpinning merger regulation, providing valuable insights into the historical and contemporary challenges of fostering competitive markets while managing corporate consolidation.

This title is part of UC Press's Voices Revived program, which commemorates University of California Press’s mission to seek out and cultivate the brightest minds and give them voice, reach, and impact. Drawing on a backlist dating to 1893, Voices Revived makes high-quality, peer-reviewed scholarship accessible once again using print-on-demand technology. This title was originally published in 1959.

Table of contents

• Cover
• Title
• Contents
• Introduction
• 1. The Institutional Setting of the Clayton Act
• 2. The Legislative History of Section 7 of the Clayton Act
• 3. Federal Trade Commission Administration of Section 7 Prior to Judicial Interpretation
• 4. Judicial Interpretation of Section 7
• 5. Federal Trade Commission Administration of Section 7 Subsequent to Judicial Interpretation
• 6. Administration of Section 7 by Other Than the Federal Trade Commission from 1914 Through 1950
• 7. The 1950 Amendment of Section 7: Legislative History
• 8. The 1950 Amendment of Section 7: Its Implications
• 9. Corporate Mergers and Antitrust Policy
• APPENDIX Text of Section 11 of the Original Clayton Act
• Bibliography
• Table of Cases
• Index