The Federal Trade Commission, by a 3-2 party-line vote, has
settled a vertical merger challenge in exchange for the merging
companies' behavioral commitments. The decision and
Commissioner statements signal tension for FTC decisionmaking in
the near future.
The case involved Staples' acquisition of office supply
wholesaler Essendant. The five-member Commission issued four
statements, including two dissents urging more aggressive antitrust
enforcement, revealing a fracture in the bipartisan consensus that
generally has characterized the FTC over many years. This public
disagreement reflects a debate over enforcement aggressiveness
against vertical transactions, veracity of claimed deal
efficiencies, motives of private equity buyers, and sufficiency of
behavioral remedies.
