DOJ And FTC Release Final Version Of Vertical Merger Guidelines

In Short

The Development: The U.S. Department of Justice ("DOJ") and a divided Federal Trade Commission ("FTC") released the final version of their Vertical Merger Guidelines, the first revision in more than 35 years. The Guidelines outline the types of competitive harm that can result from vertical transactions and describe how the agencies will evaluate them.

The Result: For the most part, and consistent with our experience, the final Guidelines reflect how the agencies analyze the relatively small number of transactions that raise vertical antitrust issues. Among other things, the Guidelines acknowledge that "vertical mergers often benefit consumers" but caution that such transactions "are not invariably innocuous." Nonetheless, their release and the inclusion of concepts discussed below contribute to the recent agency focus on vertical merger enforcement.