Mergers & Acquisitions

Business & Corporate

Do Conflicts of Interest Require Outside Boards? Yes. BSPs? Maybe

Usha R. Rodrigues

74(2) 307-312

Business & Corporate

How Efficient Is Sufficient: Applying the Concept of Market Efficiency in Litigation

Bradford Cornell and John Haut

74(2) 417-434 The concept of market efficiency has been adopted by courts in a variety of contexts. In reality, markets can never be perfectly efficient or inefficient, but exist somewhere in between depending on the facts and circumstances. Courts, therefore, face a problem in deciding how efficient is sufficient in any particular legal context. Because market prices incorporate the views of numerous market participants, courts have often been willing to presume that a market is efficient so long as the appropriate criteria are satisfied. However, those criteria are different for different types of cases, such as securities class actions, appraisal actions, and cram downs in bankruptcy.

Taking Stock of the Efficiencies Defense: Lessons from Recent Health Care Merger Reviews and Challenges

The U.S. health care industry continues to consolidate care providers and payors explore mergers and other contractual arrangement to address the uncertainties created by these mergers.

Air & Space

Alliances and Antitrust Immunity: Why Domestic Airline Competition Matters

Diana L. Moss

The debate over competition in the U.S. airline industry in recent years has focused largely on developments in domestic airline markets, ranging from mergers, access to airports (e.g., slots), alleged anticompetitive coordination on airline capacity and ancillary fees, and concerns over deteriorating quality of air service. Airline competition in international markets, however, also raises concerns and merits scrutiny. Chief among these concerns is the U.S. Department of Transportation’s (DOT’s) policy of granting immunity from U.S. antitrust laws (ATI) for coordination on schedules and fares by members of the three large international airline alliances: Star Alliance, oneworld, and SkyTeam. A second issue of concern is barriers to entry by foreign carriers on international routes serving U.S. destinations. U.S. legacy carriers have opposed such entry while simultaneously expanding their stakes in foreign carriers, perhaps to gain control over decisions to enter U.S. markets.