Law Antitrust - Instructor: Dwight Drake “ A lawyer who has not studied economics and sociology is very apt to become a public enemy.” Louis D. Brandeis

Law Antitrust - Instructor: Dwight Drake Contact Info – Office Hours Phones: , , , Guaranteed Office Hours: - Tuesday 3:30 p.m to 5:00 p.m. - By Appointment. Open Door - Whenever you can catch me! Course URL: index.shtml index.shtml

Law Antitrust - Instructor: Dwight Drake Course Objectives Survey history, scope, impact of Antitrust. Focus on Three Dimensions of Antitrust:  Neighborhood  National  World Internalize Antitrust “flags”. Enhance fundamental lawyer skills:  Analytical, creative thinking  Dig Out Skill  Communication Skills

Law Antitrust - Instructor: Dwight Drake What Course Is Not! Hide the flags. Hunt for the flags. Memorize the flags. Wave flags on exam – score!

Law Antitrust - Instructor: Dwight Drake Grade Criteria Seven Case Memos (Each 7 Pts) - 49 pts (25%) Key Team Case Presentation - 21 pts (10%) Take Home Final pts (65%) Total 200 pts Note: Law School Curve Policy in effect.

Law Antitrust - Instructor: Dwight Drake Final Opt-Out Option Turn in all seven case observation memos No more than one memo late Participate in team case study Attend class regularly Grade B

Law Antitrust - Instructor: Dwight Drake Case Study Game Number of Weekly Case Studies - 8 Case Study Teams - 8 Key Team for Week has until Friday 5 p.m. to specific requests for more facts New facts will be provided to Key Team via with 24 hours of request Key Team ( two players max) give oral “partner briefing” following Tuesday (12 Minutes Max). Plus submit concise written memo in Key Player Format for entire class. All others may submit optional written memo in Observer Format. Although optional, there is grade impact. Observer Memo individual, but team dialogue encouraged.

Law Antitrust - Instructor: Dwight Drake Different Fact Game Economic analysis determines: - What facts are relevant - What facts need to be ascertained - When ascertained, how facts impact or alter economic theory - How best to interpret facts The Challenge: Win by being good enough to get and apply the right facts!

Law Antitrust - Instructor: Dwight Drake Memo Presentation Format – Key Team New facts – The stuff you found Statement of the key issues Summary of your conclusions and related rationale Analysis Short summation close

Law Antitrust - Instructor: Dwight Drake Memo Presentation Format -Observers Desired additional facts Statement of issues Preliminary analysis of issues - predicated on discovery of additional facts

Law Antitrust - Instructor: Dwight Drake Writing Basics Four “C”s – Concise, Credible, Confident, Convincing Keep it tight, real tight. No needless words. Use strong, precise verbs. Avoid overstated adjectives. 100% Intellectual honesty – no finessing. Average sentence length: 20 words. Avoid multiple negatives. No “shall”, “provisos”, “and/or” and other drafting jargon. Write for the normal reader, not the intellectual. End sentences emphatically. Organize, then draft. Edit, edit, edit.

Law Antitrust - Instructor: Dwight Drake LAWYER ROLES Litigator - Gladiator / Mudslinger Transactor - Deal Maker/ Paper Pusher Planner - Strategist / Trouble Maker Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com

Law Antitrust - Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com US Businesses Projected Revenues 2007 Corporations $ Trillion (84.2%) Sole Proprietorships $ 1.23 Trillion (4.8%) Partnerships $ 1.35 Trillion (5.3%) Limited Liab. Companies $ 1.45 Trillion (5.7%) Total $ Trillion

Law Antitrust - Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Shareholders Elect Corporate Players Directors Officers Elect Reg. Agents Appoint Employees Hire

Law Antitrust - Instructor: Dwight Drake America’s Privately-Owned Businesses 25 Million 99 % of all employers 75% of all new jobs 53% of private workforce 70% of all first jobs 50% of all sales Largest client base for professionals Badly under-serviced by Bar

Law Antitrust - Instructor: Dwight Drake Private Antitrust Suits Treble damages - deterrence and greed Uniquely American High watermark late ’70s – 20 to 1 Today – 10 private to 1 government Tougher now – fairness, efficiency values; standing, injury, causation issues The debate continues

Law Antitrust - Instructor: Dwight Drake The Lawyer’s Role as an Advisor to Business Owners, Professionals and Entrepreneurs Flash Presentation (20 Min. approx) by Dwight Drake Note: It takes a few minutes to load

Law Antitrust - Instructor: Dwight Drake Antitrust Lingo Nail the Glossary NOW! Pages 1-13 of Supplemental Materials

Law Antitrust - Instructor: Dwight Drake Manufacturer Manufacturer (“OEM”) Distributor Wholesaler Jobber Retailer Consumer Horizontal Vertical

Law Antitrust - Instructor: Dwight Drake Overriding Goal of US Antitrust Preserve, protect and maintain public confidence in free market system by deterring and eliminating economic oppression.

Law Antitrust - Instructor: Dwight Drake Social Goals of U.S. Antitrust Efficient allocation of goods and services Prevent “deadweight loss” Stop “wealth transfer” from market power Promote innovation – “dynamic efficiency” Two fading-fast goals: - Protect market entry for individual firms - Decentralize economic power