U.S., EU Regulators Agree On Trans-Atlantic Merger Guidelines

By Agence France-Presse The European Union and United States took a step closer Oct. 30 to a trans-Atlantic merger code with the release of guidelines on how regulators can best cooperate in investigating complex business deals. The European Commission, the U.S. Department of Justice and the Federal Trade Commission issued a set of "best practices" that their merger officers can use when analyzing big corporate marriages. While nothing more than recommendations, the guidelines amount to a concerted effort by Washington and Brussels to recognize the trans-Atlantic impact of mergers in the era of globalization. The "best practices" were agreed to by Federal Trade Commission Chairman Timothy Muris; Charles James, the U.S. assistant attorney-general for antitrust matters, and EU Competition Commissioner Mario Monti. The guidelines give "a more structured basis" for cooperation in analyzing mergers "that require regulatory clearance on both sides of the Atlantic with a view to minimizing the risk of divergent outcomes in the interest of both businesses and consumers," Monti says. Trans-Atlantic differences over merger clearance were illustrated most sharply last year when Monti blocked a mega-merger between Honeywell International Inc. and General Electric Co. -- a merger the U.S. authorities had already approved. Under the new guidelines, case officers would seek to cooperate from the start when a prospective merger clearly needs regulatory approval in both Washington and Brussels. U.S. and EU agencies should try to keep each other "apprised of important developments related to the timing of their respective investigations" into mergers, the guidelines recommend. The regulators should also share information, including confidential details of the merger where the participating companies allow. And they should also work together on remedies imposed on companies before a merger can proceed, such as forcing the marriage partners to divest other interests seen as obstacles to fair competition. The effects of a merger may be different in the United States than in the EU, the guidelines note. "Nevertheless, a remedy accepted in one jurisdiction may have an impact on the other. "To the extent consistent with their respective law-enforcement responsibilities, the reviewing agencies should strive to ensure that the remedies they accept do not impose inconsistent obligations upon the merging parties," the text states. Copyright Agence France-Presse, 2002