The Standard of Proof in EC Merger Control-Conclusions from the Sony BMG Saga. IES WORKING PAPER 4/2008

One of the most important developments in EC competition policy during 2006 was the Court of First Instance’s (CFI) Impala v. Commission judgment annulling the European Commission’s approval of the merger between the music units of Sony and Bertelsmann. It harshly criticized the Commission’s Decision because it found that the evidence relied on was not capable of substantiating the conclusion. This was the first time that a merger decision was annulled for not meeting the requisite legal standard for authorizing the merger. Consequently, the CFI raised fundamental questions about the standard of proof incumbent on the Commission in its merger review procedures. On July 10, 2008, the European Court of Justice overturned Impala, yet it did not resolve the fundamental question underlying the judicial review of the Sony BMG Decision; does the Commission have the necessary resources and expertise to meet the Community Court’s standard of proof? This paper addresses the wider implications of the Sony BMG saga for the Commission’s future handling of complex merger investigations. It argues that the Commission may have set itself an impossible precedent in the second approval of the merger. While the Commission has made a substantial attempt to meet the high standard of proof imposed by the Community Courts, it is doubtful that it will be able to jump the fence again in a similar fashion under normal procedural circumstances.

European Corporate Governance Reform and the German Party Paradox. CES Germany & Europe Working Papers, No. 03.1, 2003

This paper addresses the current discussion on links between party politics and production regimes. Why do German Social Democrats opt for more corporate governance liberalization than the CDU although, in terms of the distributional outcomes of such reforms, one would expect the situation to be reversed? I divide my analysis into three stages. First, I use the European Parliament’s crucial vote on the European takeover directive in July 2001 as a test case to show that the left-right dimension does indeed matter in corporate governance reform, beside cross-class and cross-party nation-based interests. In a second step, by analyzing the party positions in the main German corporate governance reforms in the 1990s, I show that the SPD and the CDU behave “paradoxically” in the sense that the SPD favored more corporate governance liberalization than the CDU, which protected the institutions of “Rhenish,” “organized” capitalism. This constellation occurred in the discussions on company disclosure, management accountability, the power of banks, network dissolution, and takeover regulation. Third, I offer two explanations for this paradoxical party behavior. The first explanation concerns the historical conversion of ideas. I show that trade unions and Social Democrats favored a high degree of capital organization in the Weimar Republic, but this ideological position was driven in new directions at two watersheds: one in the late 1940s, the other in the late 1950s. My second explanation lies in the importance of conflicts over managerial control, in which both employees and minority shareholders oppose managers, and in which increased shareholder power strengthens the position of works councils.

Controlled ‘Europeanisation’? The KMW–Nexter merger and the Germany’s new strategy for the arms industry. OSW COMMENTARY NUMBER 180/26.08.2015

On 29 July a deal was signed in Paris concerning a merger between Krauss-Maffei Wegmann (KMW), Germany’s largest manufacturer of tanks, infantry fighting vehicles and artillery systems, and its French counterpart Nexter. The new holding formed as a result of the merger will be Europe’s largest producer of arms systems for land forces, comparable to the Airbus Group in the aerospace industry. While work on finalising the merger was underway, the German government was developing a new strategy for Germany’s arms industry, which was published on 9 June 2015. The strategy’s provisions show that German politicians, despite holding negative opinions on previous mergers between German arms companies and foreign businesses, have concluded that consolidation at the European level is nonetheless the only way to go. However, the strategy also states that the German government should exercise more influence than previously on the terms and conditions of any such consolidation. To this end, it identified key national technologies which will be supported and protected through various instruments, including also the conclusion of intergovernmental agreements on strategic defence co-operation. Such agreements may regulate questions such as the ownership structures of the new companies, the locations for developing technologies and for manufacturing products, subcontractors and exports of jointly developed arms and military equipment. In relation to the KMW–Nexter merger, such a deal between France and Germany is expected to be signed this autumn.

How to reconcile the EU border paradox? The concurrence of refugee reception and deterrence. IES Policy Brief 2015/4, November 2015

The refugee crisis that unfolded in Europe in the summer of 2015 questions the effectiveness of European border and refugee policies. The breakdown of the Dublin and Schengen rules due to chaotic situations at the borders in the Balkans marks a critical juncture for the EU. We consider this breakdown as a consequence of a long-lasting co-operation crisis among EU Member States. The most recent Council decision responds to this co-operation crisis (Council Decision 12098/15). This Policy Brief analyses EU policy and politics and argues that plans for refugee relocation and reception centres as well as the use of qualified majority voting in the Council can unfold a dynamic that helps to solve the co-operation crisis. However, underlying the problems of co-operation and effectiveness is the EU’s border paradox: while EU border policy works towards refugee deterrence, EU asylum policy aims at refugee protection. The EU’s approach in regulating borders and asylum can be understood in terms of ‘organised hypocrisy’ (Brunsson, 1993). Reconciling the paradox calls for overcoming such hypocrisy.

Rail merger legislation. Hearings, Eighty-seventh Congress, second session, pursuant to S. Res. 258 on S. 3097.

Mode of access: Internet.

The fall of a railroad empire; Brandeis and the New Haven merger battle,

"Bibliographical note": p. 205-209.

Rail merger study /

Cover title.

Economic report [on] conglomerate merger performance: an empirical analysis of nine corporations.

Includes bibliographical references.

The Burlington Northern & St. Louis-San Francisco railway merger : a report to the Illinois General Assembly /

Mode of access: Internet.

[Summary of the reorganization and merger of the Illinois Department of the Lottery, the Illinois Liquor Control Commission, and the Illinois Racing Board with the Illinois Department of Revenue, pursuant to Executive Order 9, which took effect on June 1, 2003]

In accordance with 15-ILCS 15/11, from Chapter 127, paragraph 1811, the following report is offered to summarize the reorganization of the Department of the Lottery, the Liquor Control Commission, and the Illinois Racing Board merger with the Department of Revenue, pursuant to Executive Order 9, which took effect on June 1, 2003. As part of the governor's ongoing effort to streamline state government and improve efficiency, the consolidation eliminated duplication by integrating administrative functions of the agencies with the Department of Revenue. The change resulted in savings of $3 million on an annual basis from 29 fewer positions and a reduction of leased office space at 7 Lottery locations throughout the state. Streamlined operations were achieved by merging human resource management, procurement, accounting, information technology, and other administrative support services. In addition, Lottery headquarters in Springfield and Chicago, as well as sales district office locations throughout the state were merged with existing Department of Revenue offices, significantly reducing state lease costs. Core functions of the Lottery, Liquor Control Commission, and Racing Board remain intact, and the boards and commission that oversee these entities retain their regulatory responsibilities. The department is considering recommending "clean-up" legislation to replace statutory references to the "Department of the Lottery" with the "Division of the Lottery" or "Department of Revenue Division of the Lottery".