The Vodafone/Sky Decision and Vertical Mergers in New Zealand

As Professor Ahdar’s text shows, New Zealand’s competition law has undergone an evolution. Views on various practices have changed and this led to academic disagreements. One area, however, has been free from any controversy and that is vertical mergers. The reason is not uniformity of philosophy—but rather more prosaic. New Zealand has not had any cases. This changed with the Vodafone/Sky merger. This article discusses the Commerce Commission’s decision to decline the merger and how it is in line with current thinking on vertical mergers.

The New Vertical Merger Guidelines: Muddying the Waters

The new U.S. Department of Justice and Federal Trade Commission Vertical Merger Guidelines focus on how vertical mergers are likely to affect static pricing incentives. While vertical mergers can create incentives to increase prices, they can also provide incentives to decrease prices. Which of the possible outcomes is likely to occur depends on details that are generally difficult to measure. Potential competition between dominant firms, the theory of potential harm to competition that the 1984 Department of Justice Merger Guidelines stressed, remains a more compelling rationale for blocking vertical mergers than the likely effect on static pricing incentives.

10. Mergers and acquisitions

‘Mergers and acquisitions’ discusses mergers and acquisitions. While of potential benefit to society, mergers, takeovers, share acquisitions, and joint ventures also affect the market structure, and at times may reduce competition. When markets become more concentrated following a merger, we move further away from a competitive market structure to a structure in which market power might undermine the competitive process. To address this risk, the competition agency must assess the impact of the transaction. There are important procedural differences between the European administrative system and the US system in terms of the appraisal of mergers and acquisitions. Other types of mergers include: horizontal mergers, vertical mergers, and conglomerate transactions.

When to choose market foreclosure and vertical mergers with substitutable final products

PurposeBased on the idea of part standardisation and product differentiation in lean management, this paper answers the question when integrate firms should choose market foreclosure to maximise profits by studying a two-tier supply chain, which contains three types of firms: suppliers, manufacturers and integrated firms. Moreover, the effect of the substitutability between final products and the competition among firms in the supply chain would be investigated from the perspective of dynamic analysis.Design/methodology/approachConsidering the decision order of integrated firms and manufacturers in the downstream of the supply chain, the authors build three competition models. In each model, integrated firms compete with manufacturers in Bertrand–Nash fashion. And, suppliers compete with each other in Cournot fashion, so do integrated firms and manufacturers. The authors further discuss how the competitive relationship between firms affect the equilibrium result.FindingsNumerical analysis reveals that under other conditions unchanged, the increased competition between downstream firms leads to the rise in the willingness of selling parts for integrated firms, while the increase in the number of suppliers has the opposite effect. In addition, due to the market change before and after the vertical merger, it may lead to the transition from profitable to unprofitable for the vertical merger.Originality/valueThis paper provides a theoretical analysis and managerial implication for integrated firms' market foreclosure decision. From the perspective of dynamic analysis, this paper demonstrates the result of vertical mergers and provides an explanation for the failure of vertical mergers.

Vertical Mergers and Input Foreclosure Lessons from the AT&T/Time Warner Case

This article offers a practical guide to analyzing vertical mergers using the general approach to input foreclosure and raising rivals’ costs that is described in the 2020 Vertical Merger Guidelines that were issued by the U.S. Department of Justice and the Federal Trade Commission. The step-by-step analysis described here draws lessons from how that theory of harm played out in the lone vertical merger case that has been litigated by the antitrust agencies in recent decades: the 2018 challenge by the Department of Justice to the merger between AT&T and Time Warner. I testified in court as the DOJ’s economic expert in that case. I explain here how to quantify the increase in rivals’ costs and the elimination of double marginalization that are caused by a vertical merger and how to evaluate their net effect on downstream customers. I also explain how this economic analysis fits into the three-step burden-shifting approach that the courts apply to mergers under Section 7 of the Clayton Act. Based on my experience in the AT&T/Time Warner case, I identify a number of shortcomings of the 2020 Vertical Merger Guidelines.