Hart-Scott-Rodino Antitrust Improvements Act of 1976に基づく議会に対する年次報告書(1998会計年度)
Federal Trade Commission Bureau of Competition
Department of Justice Antitrust Division
Annual Report to Congress Fiscal Year 1998
Pursuant to Subsection (j) of Section 7A of the Clayton Act
Hart-Scott-Rodino Antitrust Improvements Act of 1976
Federal Trade Commission
There has been tremendous growth in merger activity since enactment of the Hart-Scott-Rodino Act (the "HSR Act" or "the Act") in 1976. The United States is in the midst of a merger wave of unprecedented proportions, with mergers exceeding one trillion dollars in fiscal year 1998.(1) As a result, antitrust merger enforcement concluded one of the most active years in recent memory.
During fiscal year 1998, the number of premerger transactions reported increased for the seventh year in a row to a total of 4728. (See Figure 1 below.) This represents a 28 percent increase over the 3702 transactions reported during fiscal year 1997, and a 200 percent increase over the 1529 filings recorded in fiscal year 1991.(2) Each of these acquisitions is reviewed individually by the antitrust agencies for possible competitive issues.
The record number of corporate mergers, as would be expected, increased antitrust enforcement activity by other measures, as well. The Commission challenged 33 transactions, leading to 23 consent orders, an administrative complaint, six abandoned transactions and three preliminary injunction proceedings authorized, including the Commission's successful litigation in Cardinal Health, Inc., and McKesson Corp., that prevented the nation's four largest drug wholesalers from combining into two and would have resulted in significantly reduced competition on price and services for health care consumers; and Tenet Healthcare Corp., which barred the nation's second largest hospital chain from acquiring its only significant hospital competitor in a region of Southern Missouri.(3)
The Antitrust Division challenged 51 transactions, leading to 11 consent decrees, and an additional 40 transactions that were restructured or abandoned after the Antitrust Division sued or informed the parties that it intended to sue. Antitrust Division successful court challenges included preventing Lockheed Martin's acquisition of Northrop Grumman, the single largest merger ever challenged by federal officials, and Primestar's acquisition of the direct broadcast satellite assets of News Corp. and MCI, which would have allowed the large cable companies that control Primestar to protect their monopolies and keep out new competitors.(4)
Swift and efficient review of proposed mergers is possible only if the parties comply with the Act's requirements and provide complete information. When parties fail to file the notification, or file a materially deficient notification form, the HSR Act provides that the courts may impose civil penalties.