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The Department of Justice on Thursday issued its most detailed comments to date on what companies must do to remedy mergers that violate antitrust laws. Addressed in a 45-page policy guide are “fix-it first” remedies, the use of so-called crown jewel provisions and the sale of brand names. The agency’s antitrust division said it preferred structural relief, such as when a company sells an operating division, to conduct remedies. A divestiture must include everything the buyer needs to be an effective, long-term competitor. The Justice Department also wants a company to sell complete operating units rather than divest unrelated assets. “Effective antitrust enforcement requires remedies based on sound legal and economic principles and closely related to the identified competitive harm,” Assistant Attorney General R. Hewitt Pate said in a statement. “Once we have determined that a merger may substantially lessen competition, the division will insist upon relief that fully restores competition to the market.” In a fix-it-first remedy, companies restructure a deal to eliminate the antitrust problem without entering into a consent decree with the government. Such solutions must restore competition to pre-merger levels, eliminate the need for litigation and save the government the cost of conducting an exhaustive review of the transaction as initially proposed, the Justice Department said. The agency also said it opposes corporate divestitures that split brand names between a buyer and a seller. In addition, the Justice Department said it generally opposes the inclusion of crown jewel provisions in consent decrees. These provisions require a company to divest valuable business lines if they are unable to find buyers for assets covered by the consent decree. Copyright �2004 TDD, LLC. All rights reserved.

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