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Fordham Law Review Volume 49 Issue 1 Article 1 1979 What's Wrong With Conglomerate Mergers? Michael Pertschuk Kenneth M. Davidson Follow this and additional works at: https://ir.lawnet.fordham.edu/flr Part of the Law Commons Recommended Citation Michael Pertschuk and Kenneth M. Davidson, What's Wrong With Conglomerate Mergers?, 49 Fordham L. Rev. 1 (1980). Available at: https://ir.lawnet.fordham.edu/flr/vol49/iss1/1 This Article is brought to you for free and open access by FLASH: The Fordham Law Archive of Scholarship and History. It has been accepted for inclusion in Fordham Law Review by an authorized editor of FLASH: The Fordham Law Archive of Scholarship and History. For more information, please contact [email protected]. What's Wrong With Conglomerate Mergers? Cover Page Footnote *Chairman, Federal Trade Commission. This Article is adapted from a speech delivered by Chairman Pertschuk in Washington, D.C. at the Time, Inc. Antitrust Seminar on May 7, 1979. **Attorney, Bureau of Competition, Federal Trade Commission. B.A. 1963, University of Chicago; J.D. 1966, University of Pennsylvania; LL.M. 1967, Yale University. This article is available in Fordham Law Review: https://ir.lawnet.fordham.edu/flr/vol49/iss1/1 FORDHAM LAW REVIEW 1979-1980 VOLUME XLVIII @ 1979 and 1980 by Fordham Law Review EDITORIAL BOARD BENJAMIN J. DOUEK Editor-in-Chief TIMOTHY G. REYNOLDS VINCENT L. BRICCE Writing & Research Editor Articles Editor MARY CHRISTINE DEVITA THOMAS J. HALL CHARLES E. RYAN Articles Editor Managing Editor Articles Editor PHILIP BRAVERMAN GLENN POGUST Commentary Editor Commentary Editor RUTH D. RAISFELD WILLIAM J. RUANE Commentary Editor Commentary Editor EzIo SCALDAFERRI KAREN AKST SCHECTER Commentary Editor Commentary Editor ASSOCIATE EDITORS BEVERLY DEICKLER ANITA R. GOLBEY VILLA HAYES EDWARD D. LOUGHMAN III FREDERICK H. McGRATH JOHN PATRICK SCIIMITT MEMBERS LINDA M. ARIOLA STEPHEN F. HEHL DONALD L. SHUCK, JR. JILL PARADISE BOTLER THOMAS W. IZZARD NAOMI SIEGEL DEBORAH A. DEMASI ADRIENNE MARSH LEFKOWITZ TIIOMAS S. SZATKOWSKI IRENE R. DIAMANT JOHN ANDREW MAHER ANDREW TUREFF JANIS RONEY EDINBURGH ROBERT WELCH MULLEN, JR.LUCILLE LABoZZETTA WEISBROT JAY FENSTER ANNE ADAMS RABBINO JACQUELINE C. WOLFF STAFF PATRICK J. BARRETT STEPHEN J. GULOTTA, JR. RAYMOND F. O'BRIEN ROBERT J. BOHME EDWARD J. HENDERSON PATRICIA A. PERROTTA JEANNE P. BOLGER ROBERT L. HUBBARD DOMINICK PISTONE JOSEPH A. Coco CHRISTOPHER W. JONES BERNARD J. RHODES FREDDA COHEN STEVEN C. JOSZEF ALAN ROSS MARY JANE CONNELL DAVID E. JOYCE ANGELO G. SAVINO ROBERT P. CONNOLLY GERARD F. JOYCE, JR. WILLIAM S. SCIIREIER CATHERINE M. COSTA MARGARET KERN JUDAH SEPTIMUS MICHAEL COURTNEY JOSEPH KORNBLUM MICHAEL SIHAY SUSAN M. COYNE ESTELLE KRAUSHAR IRENE A. STEINER MARJORIE C. DHARAWAT DOUGLAS LOWE MARIO SUAREZ JAMES M. DOUGLAS JACQUELINE LUSSIER ANNETTE SWIERZRINSKI LOUIS C. DUJMICH WILLIAM MACDONALD ANNE T. VITALE ANDREA B. FELLER MYRA M. MANGAN CONRAD VOLDSTAD JOHN M. FIETKIEWICZ KENNETH MCPHERSON HARRY WAIZER PATRICK J. FoYE ROBERT J. MONGELUZZI BARRY WERBIN JAMES J. GANNON KAREN M. MULLER KATHLEEN H. WILSON ROBERT A. GAYNOR WILLIAM MURPHY BARBARA WRUIJEL JOSEPH GUGLIELMELLI BONNIE MUSSMAN BARRY ZINS LINDA TRUMMER-NAPOLITANO ANN V. SULLIVAN Business Secretary EDITORIAL AND GENERAL OFFICES Lincoln Center, 140 West 62nd Street, New York, N.Y. 10023 Published six times a year-October, November, December, March, April and May. Member, National Conference of Law Reviews. Printed by the Heffernan Press Inc., Worcester, Massachusetts. Second class postage paid at New York, N.Y. and at addi- tional mailing offices. SUBSCRIPTION PRICE $15.00. SINGLE ISSUE $4.00. Make checks payable to FORDHAM LAW REVIEW. Subscription renewed automatically unless notified to contrary. For price of volumes and single issues prior to Volume XLII please inquire of William S. Hein & Co., Inc., 1285 Main Street, Buffalo, New York 14209. TABLE OF LEADING ARTICLES-TITLES THE EXCHANGE OF PRICE INFORMATION AS A RESTRAINT OF TRADE: REASSESSING PER SE RULES IN LIGHT OF FIRST AMENDMENT PROTECTION OF COMMERCIAL SPEECH. Craig R. M aginness ............................... ......................... 1005 THE IMPACT OF THE NEW BANKRUPTCY CODE ON THE "BANKRUPTCY OUT" IN LEGAL OPINIONS. Robert J. Harter and Kenneth N. Klee ........................... 277 INTELLIGENCE GATHERING AND THE LAW: CONFLICT OR COMPATIBILITY? Benjamin R. Civiletti ................................................................... 883 LAWYER-CONTROLLED TITLE INSURANCE COMPANIES: LEGAL ETHICS AND THE NEED FOR INSURANCE DEPARTMENT REGULATION. H. Lee Roussel and Moses K. Rosenberg 25 A NEW APPROACH TO BAIL RELEASE: THE PROPOSED FEDERAL CRIMINAL CODE AND BAIL REFORM. Edward M. Kennedy ........................................ 423 THE NEW UNIFORM LIMITED PARTNERSHIP ACT: A CRITIQUE. Robert A. Kessler ... 159 PROPOSED FEDERAL DISCOVERY RULES FOR COMPLEX CIVIL LITIGATION. Mtartin 1. Kam insky .................................................................. 907 REGULATION OF INTERNATIONAL TRANSACTIONS UNDER THE COMMODITY EXCHANGE ACT. Jerry W . Markham .................................................... 129 SPEEDY TRIAL RIGHTS IN APPLICATION. Gregory P. N. Joseph ..................... 611 TAX EXEMPT RELIGIOUS SCHOOLS UNDER ATTACK: CONFLICTING GOALS OF RELIGIOUS FREEDOM AND RACIAL INTEGRATION. Thomas Stephen Neuberger and Thomas C. Crumplar................................................................... 229 WHAT'S WRONG WITH CONGLOMERATE MERGERS? Michael Pertschuk and Kenneth At. Davidson .................................................................. 1 TABLE OF LEAIING ARTICLES-AUTHORS CIVILETTI, BENJAMIN R., Intelligence Gathering and the Law: Conflict or Compatibility? 883 HARTER, ROBERT J., JR. AND KLEE, KENNETH N., The Impact of the New Bankruptcy Code on the "Bankruptcy Out" in Legal Opinions ............................. 277 JOSEPH, GREGORY P.N., Speedy Trial Rights in Application ........................ 611 KAMINSKY, MARTIN I., Proposed Federal Discovery Rules for Complex Civil Litigation 907 KENNEDY, EDWARD M., A New Approach to Bail Release: The Proposed Federal Criminal Code and Bail Reform ...................................................... 423 KESSLER, ROBERT A., The New Uniform Limited Partnership Act: A Critique ....... 159 MAGINNESS, CRAIG R., The Exchange of Price Information as a Restraint of Trade: Reassessing Per Se Rules in Light of First Amendment Protection of Commercial Speech ..................................................................... 1005 MARKHAM, JERRY W., Regulation of International Transactions Under the Commodity Exchange Act .............................................................. 129 NEUBERGER, THOMAS STEPHEN AND CRUMPLAR, THOMAS C., Tax Exempt Religious Schools Under Attack: Conflicting Goals of Religious Freedom and Racial Integration 229 PERTSCHUK, MICHAEL AND DAVIDSON, KENNETH M., What's Wrong With Conglomerate M ergers? ................................................................... 1 ROUSSEL, H. LEE AND ROSENBERG,. MOSES K., Lawyer-Controlled Title Insurance Com- panies: Legal Ethics and the Need for Insurance Department Regulation ......... 25 COMMENTS AND NOTES ACCOUNTANTS' LIABILITY FOR NEGLIGENCE-A CONTEMPORARY APPROACH FOR A MODERN PROFESSION ........................................................ 401 ADMINISTRATION OF AMATEUR ATHLETICS: THE TIME FOR AN AMATEUR ATHLETE'S BILL OF RIGHTS HAS ARRIVED .............................................. 53 THE ATTORNEY-CLIENT PRIVILEGE-IDENTIFYING THE CORPORATE CLIENT ......... 1281 ATTORNEY'S FEES, UNCLAIMED FUNDS, AND CLASS ACTIONS: APPLICATION OF TIlE COMMON FUND DOCTRINE .................................................. 370 CHOICE OF FORUM PROVISIONS AND THE INTRASTATE DILEMMA-IS OUSTER OUSTED? 568 DE FACTO TAKINGS AND THE PURSUIT OF JUST COMPENSATION .................... 334 DRAINING THE Alcoa "WISHING WELL": THE SECTION 2 CONDUCT REQUIREMENT AFTER Kodak AND CalComp ........................................................ 291 Driver v. Helms AND THE LONG-ARM, STRONG-ARM EFFECTS OF 28 U.S.C. § 1391(c) 83 DUE PROCESS BEHIND BARs-THE INTRINSIC APPROACH ........................... 1067 FAIR TRIAL V. UNFAIR ADVERTISING: JURY AWARD ADVERTISING AND THE FIRST AM ENDMENT ............................................................... 1309 FCC REGULATION OF BROADCAST NEWS: FIRST AMENDMENT PERILS OF CONFLICTING STANDARDS OF REVIEW ..................................................... 1226 FINANCING THE SMALL CREDIT RISK CORPORATION UNDER SECTION 302(b)(1): A REJEC- TION OF THE MEANINGFUL REDUCTION TEST ................................. 838 IMMUNIZING THE INVESTIGATING PROSECUTOR: SHOULD THE DISHONEST Go FREE OR THE HONEST DEFEND? ...................................................... 1110 INMATE ABORTIONS-THE RIGHT TO GOVERNMENT FUNDING BEHIND THE PRISON G ATES ..................................................................... 550 JOINT CUSTODY AWARDS: TOWARD THE DEVELOPMENT OF JUDICIAL STANDARDS ..... 105 JUDICIAL SENTENCE BARGAINING IN THE FEDERAL COURTS ........................ 586 LIABILITY INSURANCE FOR INSIDIOUS DISEASE: WHO PICKS UP THE TAB? ........... 657 THE LIABILITY OF PHARMACEUTICAL MANUFACTURERS FOR UNFORESEEN ADVERSE DRUG REACTIONS ................................................................. 735 LIABILITY TO EMPLOYEES OF INDEPENDENT CONTRACTORS ENGAGED IN INHERENTLY DANGEROUS WORK: A WORKABLE WORKER'S COMPENSATION PROPOSAL ......... 1165 MISREPRESENTATION AND MATERIALITY IN IMMIGRATION LAw-SCOURING THE MELT-
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