1. Merger clearance procedures Melbourne Law School 19 May 2014

2. Principles ● An economy that drives continued growth in living standards must, by definition, be an economy of continual change.

3. Principles ● An economy that drives continued growth in living standards must, by definition, be an economy of continual change. ● Merger procedures must facilitate continued growth of living standards.

4. Principles ● An economy that drives continued growth in living standards must, by definition, be an economy of continual change. ● Merger procedures must facilitate continued growth of living standards. ● The Commission is (and must be) the arbiter.

5. Principles ● An economy that drives continued growth in living standards must, by definition, be an economy of continual change. ● Merger procedures must facilitate continued growth of living standards. ● The Commission is (and must be) the arbiter. ● Appeals to the courts or Tribunal will rarely be used.

6. Principles ● An economy that drives continued growth in living standards must, by definition, be an economy of continual change. ● Merger procedures must facilitate continued growth of living standards. ● The Commission is (and must be) the arbiter. ● Appeals to the courts or Tribunal will rarely be used. ● Thus Commission must employ processes that: □ are likely to produce the right result □ afford the parties natural justice

7. Problems with current arrangements ● Decision-maker does not gain the benefit of full and open debate of the issues □ no access to third-party submissions □ no access to internal working papers □ summaries will not do

8. Problems with current arrangements ● Decision-maker does not gain the benefit of full and open debate of the issues □ no access to third-party submissions □ no access to internal working papers □ summaries will not do ● Lack of detailed reasons for decision □ difficult to decide whether to appeal □ little guidance for future applications

9. UK solution ● Chairman’s Guidance on Disclosure □ generally disclose third-party submissions □ generally disclose internal working papers

10. UK solution ● Chairman’s Guidance on Disclosure □ generally disclose third-party submissions □ generally disclose internal working papers ● Techniques for handling confidential material such as □ confidentiality rings □ data rooms

11. European procedures ● Access to third-party submissions ● Very detailed Statement of Objections □ will be sent to third parties with sufficient interest □ chance to submit written response and reply at oral hearing □ Commission makes decision after these procedures and, if appropriate, discussion of possible remedies

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