Japan Fair Trade Commission
Font Size
  • Small
  • Normal
  • Large
  • Sitemap
  • Japanese
  • Contact Us

ICN Merger Workshop

 "Merger Review in the 2020s:
 Do Digitalization and Globalization Change the Analysis"

  7-8 November 2018 Tokyo, Japan

Opening Session

Speaker :

 Kazuyuki Sugimoto

 Chairman, Japan Fair Trade Commission

 Sadaaki Suwazono

 Deputy Secretary General for International Affairs,
   Japan Fair Trade Commission
   (On behalf of Mitsuhiro Miyakoshi, Minister of State for Special Missions)

 Christine Wilson

 Commissioner, US Federal Trade Commission

Plenary Session 1 : Merger Review in the Digital Economy

This Plenary session aims to provide an overview of the issues and the challenges related to review of mergers in the digital economy and how agencies respond to them: What are the characteristics of mergers in the digital economy? How is merger review in the digital economy different? What has been the experience of competition agencies?

Moderator :

 John Pecman

 Senior Business Advisor, Fasken

Speakers :

 Executive Director, Markets and Mergers, UK Competition and Markets Authority

 Director, Business and Economics, Competition and Consumer Commission of Singapore

 Member of the Board, Portuguese Competition Authority (AdC)

Simultaneous Break Out Session 1

BOS 1:Notification and Review

The effectiveness of purely turnover-based notification thresholds recently has been called into question with regard to certain sectors, e.g., digital services and pharmaceuticals, for failing to capture certain transactions involving targets with limited actual turnover that may raise competition concerns. This concern arises primarily when an agency' s authority to review and challenge proposed transactions is limited to those transactions subject to mandatory notification requirements, i.e., the agency is deprived of jurisdiction for transactions that do not meet the jurisdiction' s notification requirements. This session will explore different ways of addressing these challenges, including appropriate alternative criteria for notification and residual jurisdiction.

Moderator :

 Dave Anderson

 Partner, Bryan Cave Leighton Paisner

Panelists :

 Vice President, Hungarian Competition Authority (GVH)

 Head of Unit (German & European Merger Control), Bundeskartellamt

 Chief Case Handler, Spanish Competition Authority (CNMC)

  International Counsel, US Federal Trade Commission

BOS 2:Analytical Framework for Digital Mergers

Are standard approaches sufficient to capture non-price effects (e.g., effects on quality (including innovation), interoperability), which can arise in technology mergers? Does current market share become less important in rapidly changing markets? How should one account for network effects in the analysis? This session will use case examples to explore these topics.

Moderators :

 Billy Vigdor

 Partner, Vinson & Elkins

Panelists :

 Director, Tokyo, AlixPartners

 Case handler, Unit C5,
   Competition Directorate-General of the European Commission

 Assistant Director, Digital Platforms Inquiry,
   Australian Competition & Consumer Commission

BOS 3:Issues in Big Tech Mergers(PDF :28KB)

Should we be concerned about tech giants acquiring startups active in adjacent markets, or could these acquisitions also have beneficial effects? Are our tools equipped to address potential concerns? Reviewing our experience to date, how have prior acquisitions affected these markets? What is the role of data in reviewing tech transactions? If a tech firm obtains data from a consumer experience, is that the equivalent of a transaction , such that changes to the way a consumer’s data is gathered or used could be analogized to a price increase or quality decrease? This session will rely on case examples.

Moderators :

 Special Adviser, Slaughter and May

Panelists :

 Member of Commission,
   Competition and Consumer Protection Commission of Ireland

   Assistant General Counsel, Microsoft

   Partner, Mori Hamada & Matsumoto

BOS 4:Technology and Data Review(PDF :836KB)

Merger review increasingly relies on large document and data submissions, and the technology available to gather, prepare, and review those submissions is evolving rapidly. What should agencies think about with respect to how merging parties are responding to document and data requests? What resources are agencies using for technology-assisted review? What are the benefits and challenges of outsourcing? This session will also explore recent technological innovations such as predictive coding.

Moderators :

 International Counsel, US Department of Justice

Panelists :

   Chair, Antitrust Committee, International Bar Association

   Partner, Freshfields Bruckhaus Deringer

Plenary Session 2:Vertical Merger

This Plenary session highlights the Merger Working Group’s Project on vertical mergers, which covers theories of harm, evidence, economic analysis, assessment of efficiencies, and remedies. This session may also address aspects of the digital economy such as platform mergers.

Moderators :

 Senior Director of Mergers, UK Competition and Markets Authority

Panelists :

  Head of Unit B4,
  Competition Directorate-General of the European Commission

  Professor Emeritus, Hitotsubashi University

  Partner, Freshfields Bruckhaus Deringer

  Associate Deputy Commissioner of Mergers, Competition Bureau Canada

Simultaneous Break Out Session 2

BOS 5:Nuts and Bolts of Vertical Merger Review(PDF :649KB)

Focusing on a straightforward vertical case, this session will walk through the key steps in investigating a vertical merger, considering the ability, incentive and effect of the merger. The session will also briefly discuss ‘safe harbours’ and type of evidence used in the assessment of vertical mergers compared with horizontal mergers. Question whether the approach to the assessment of vertical merger varies between jurisdictions. This interactive group session is designed for participants with less experience in this area or those wishing to consolidate their knowledge.

Moderators :

 Assistant Director, Mergers, UK Competition and Markets Authority

Panelists :

  Deputy Director, Competition Commission of India

  Partner, Baker McKenzie

  Competition Law Officer of Mergers, Competition Bureau Canada

BOS 6:Economic Theory and Evidence in Analysis of Vertical Mergers(PDF :823KB)

This breakout session is an opportunity to consider in more depth the economic theory and analytical techniques for vertical mergers. The session will look at the key theories of harm and possible techniques for assessing the available evidence, including quantitative methods e.g. vGUPPI.

Moderator :

 Director, Fingleton Associates

Panelists :

   Deputy Director of the Merger Department,
   Portuguese Competition Authority (AdC)

  Economic Counsel, Swedish Competition Authority

  Economist, Economic Department, Israel Antitrust Authority

BOS 7:Remedies in Vertical Mergers

This session will consider the use of behavioural remedies in vertical cases. We will explore the difficulties in designing, implementing and evaluating behavioural remedies and whether these can ever be overcome such that a behavioural remedy is really the right outcome where a vertical concern is identified. We will look to draw on the collective experience of the participants in this area to compare and contrast across jurisdictions.

Moderator :

 Professor of Economics, Northeastern University

Panelists :

 Partner, Minter Ellison

 Senior Associate, Nagashima Ohno & Tsunematsu

BOS 8:Conglomerate Mergers(PDF :257KB)

Conglomerate mergers involve the combination of firms which sell products to the same customers. This session will present a case study to cover common theories of harm such as tying, bundling, and mixed bundling, and highlight important factors in analyzing conglomerate transactions, such as discussions on market power and foreclosure requirements, the role of scale economies, and the necessary types of evidence and evidentiary standards.

Moderators :

 Case handler, Unit A2, Competition Directorate-General of the European Commission

Panelists :

  Director, Consultation and Guidance Office (Concurrently appointed at Mergers and Acquisitions Division), Japan Fair Trade Commission

  Partner, Herbert Smith Freehills

Plenary Session 3:Challenges of Globalization for Merger Review(PDF :1,762KB) Youtube

This Plenary session aims to highlight the challenges of globalization for the merger review, addressing both procedural and analytical aspects of these challenges. For example, does globalization influence geographic market definition and competition analysis? How can international cooperation help agencies to address multijurisdictional merger review? How should agencies and parties deal with coordination of extraterritorial remedies?

Moderators :

  Partner, Morrison & Foerster / Ito & Mitomi

Panelists :

  Deputy Head, Federal Antimonopoly Service of Russia

  Commissioner, US Federal Trade Commission

  General Director of Mergers,Federal Competition Commission of Mexico (COFECE)

  Head of Unit A2,Competition Directorate-General of the European Commission

Plenary Session 4:Innovation and Non-Price Effects in Merger Review

Competition is normally based not only on price, but also on quality, investment in new products or processes, research and design, and various other competitive tools. This panel will explore how agencies consider non-price effects and innovation in particular, including the appropriate role of quantifying competition in quality dimensions and how agencies can consider the effects of mergers on incentives to invest in new products and processes within traditional analytical frameworks.

Moderators :

 Commissioner, Japan Fair Trade Commission

Panelists :

 Deputy-Director General for Mergers,
  Competition Directorate-General of the European Commission

  Partner, Hogan Lovells

  Divisional Manager, Mergers and Acquisitions,Competition Commission of South Africa

  General Manager, Merger Investigations, Australian Competition & Consumer Commission

MWG Work Products Presentation(PDF :2,986KB) Youtube

Speakers:

  Economic Adviser, UK Competition and Markets Authority

  International Counsel, US Federal Trade Commission

   Senior Officer for Mergers and Acquisitions, Japan Fair Trade Commission

Simultaneous Break Out Session 3

BOS 9:Geographic Market Definition

The development of globalization, trade liberalization, and digitalization poses the challenges of defining the geographic scope of a market in merger review. What situations lend themselves more readily to geographic markets broader than national borders? How do we address situations where the overall impact of a transaction may be concerning, but its effect in any one national market insignificant? How do we engage with customers and competitors in other jurisdictions, particularly where there are language barriers? How does evidence or analytical tools change with globalization and digitalization?

Moderators :

 Partner, Fasken

Panelists :

  Managing Director / Tokyo Office Head, NERA Economic Consulting

  Deputy Director, Competition Commission of India

  Director, M&A Division, Korea Fair Trade Commission

 

BOS 10:Framework for Merger Review Cooperation

With the globalization of business activities, multijurisdictional merger notification is increasing and enforcement cooperation becomes even more important. What kind of framework for cooperation, both bilateral/multilateral and regional/global, is available for ICN member agencies and how do these tools support cooperation? What kind of cooperation activities are included? What practical challenges do agencies face in trying to cooperate? Are there particular mechanisms to facilitate cooperation for less well resourced or younger agencies? The BOS also aims to gather MWG members' inputs on how to promote the ICN Framework for Merger Review Cooperation established in 2012 and any improvements/upgrades helpful for the use of the Framework.

Moderator :

 Commissioner, Commission for the Supervision of Business Competition of Indonesia (KPPU)

Speakers :

  Assistant Director, Australian Competition & Consumer Commission

  International Affairs Officer, Italian Competition Authority (AGCM)

   Manager, Mergers and Acquisitions, Competition Authority of Kenya

   Senior Officer for Mergers and Acquisitions, Japan Fair Trade Commission

BOS 11:Information Exchange

Information exchange is one of the important aspects of enforcement cooperation. In what circumstances should agencies consider exchanging agency non-public information with their counterparts? When and how should this occur? When do agencies benefit from the exchange of business confidential information? What are the potential challenges or liabilities associated with the exchange of any non-public information? What kind of information is typically exchanged in different stages of merger review? The BOS also discusses the practical tools for enforcement cooperation that the MWG will explore as this year' s project.

Moderator :

 Partner, Nagashima Ohno & Tsunematsu

Panelists :

  Section Chief, Department of Manufacturing Industry Competition,Taiwan Fair Trade Commission

   Advisor to the President,Office of Competition and Consumer Protection, Poland

  Partner, Creel, García-Cuéllar, Aiza y Enríquez

  William H. Stallings

BOS 12:Extraterritorial Remedies

In designing remedies to address the potential competitive harm of a merger in the domestic market, competition authorities may sometimes need to consider the scope of remedies beyond their own territory. This can raise controversial issues. What is the appropriate geographic scope of remedies? When do extraterritorial remedies generate conflicts among different competition law and policy objectives of relevant jurisdictions and how can agencies and practitioners solve them? What are the practical challenges in effectively enforcing remedies beyond a national territory?

Moderator :

 International Counsel, US Federal Trade Commission

Panelists :

   Chief Deputy Director, Mergers and Acquisitions Division, Japan Fair Trade Commission

  Divisional Manager, Mergers and Acquisitions, Competition Commission of South Africa

   Director of Mergers and Acquisitions, Competition and Fair Trading Commission of Malawi

Simultaneous Break Out Session 4

BOS 13:Innovation Assessment

This breakout session will rely on recent cases to examine the evidentiary challenges associated with analyzing innovation concerns such as potential competition, pipeline products, and innovation markets.

Moderators :

 Partner, Skadden Arps

Panelists :

  Team Leader, Legal Department, Israel Antitrust Authority

   Senior Research Officer, Finnish Competition and Consumer Authority

   Principal, The Brattle Group

BOS 14:Non-price Effects in Retail and Healthcare Mergers

In some mergers, the rivalry between merging parties focuses on one or more of quality, range and service instead of on price, meaning that the assessment of the merger effects will need to focus on these non-price factors. This session will introduce case studies from the retail and healthcare sectors where non-price effects have been dominant. The session will explore why non-price effects were important in these cases and how the analysis was undertaken.

Moderators :

 Economic Adviser, UK Competition and Markets Authority

Panelists

  Competition Expert, OECD

   Economist, OmniCLES

   Counsel, Linklaters

BOS 15:Practical Challenges When Considering Non-price Effects in Merger Reviews

This will be an introductory session to carrying out a merger review where non-price effects are important. The session will be run through the use of case studies, with participants being given practical exercises to explore the challenges of non-price analysis.

Moderators :

 Mergers Manager, New Zealand Commerce Commission

Panelists

 Managing Partner, LCA Consultants

   Senior Enforcement Official,
   Netherlands Authority for Consumers and Markets

   Competition Law Officer of Mergers, Competition Bureau Canada

BOS 16:Should Privacy Be a Non-price Merger Effect?

How are agencies addressing the pressure on merger enforcement to absorb public policy objectives such as privacy? When or how should privacy be considered as a non-price element of merger review? How can concerns about privacy be remedied? This session will discuss these questions and examine cases where privacy was a consideration (Microsoft/LinkedIn, Google/DoubleClick, and others).

Moderators :

 Partner, DORDA Rechtsanwaelte

Panelists

  Economist, Austrian Federal Competition Authority

  Partner, Covington & Burling

  Partner, Linklaters

Closing Session

Speakers

 Joel Bamford

 Senior Director of Mergers, UK Competition and Markets Authority

 Takashi Yamamoto

 Commissioner, Japan Fair Trade Commission

 



Japan Fair Trade Commission:

100-8987 1-1-1 Kasumigaseki, Chiyoda-ku, Tokyo,Japan
Tel: +81-3-3581-1998
Copyright © 2013 Japan Fair Trade Commission. All Rights Reserved.Page Top