Joint Ventures: Avoiding Antitrust Liability After JV is Established

Description

The companies involved in joint ventures (JV) must take special care in the operation and management of the JV so as to avoid violating antitrust law. The Second Circuit's recent decision in Starr v. Sony BMG Music adds to the guidance for companies and counsel involved in JVs.

Companies often look as a first line of antitrust guidance to whether their JV is protected by Dagher or Copperweld, so that the JV’s pricing and other conduct after formation is not easily subject to challenge. What if those doctrines do not apply?

How does the JV handle pricing and other issues, if the JV competes with one or more of the partners? How do the partners work together on governance of the JV, or in interacting with the JV, without creating antitrust issues?

Listen as our authoritative panel of antitrust attorneys examines how to apply Twombly and its progeny for a legitimate joint venture and explores the market attributes and JV practices that would increase or decrease the likelihood of government investigation or private challenge. The panel will outline best practices for operating and maintaining a JV without running afoul of antitrust laws.

Outline

1. Court treatment and implications for operations/management of JVs
   1. Copperweld Corp. v. Independence Tube Corp. (1984)
   2. Texaco Inc. v. Dagher (U.S. 2006)
   3. Bell Atlantic v. Twombly (U.S. 2007)
   4. Starr v. Sony BMG Music Entertainment (2d Cir. 2010)
   5. Implications of the impending American Needle case
2. What creates heightened risk of government investigation or private challenge?
   1. Nature of the markets
   2. Compliance programs
   3. Effects in the market
3. Strategies/practical steps to minimize antitrust risk and avoid antitrust violations
   1. In communications between JVs and its partners
   2. In interactions between the partners
   3. In formal governance of and decision making for the JV

Benefits

The panel will review these and other key questions:

• What guidance can be learned from court decisions since Twombly concerning joint venture activity?
• What actions by competitors in joint ventures trigger FTC/DOJ scrutiny?
• What steps can joint venture parties and counsel take in managing and operating joint ventures to ensure compliance with antitrust law?

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