The roundtable focuses on a retrospective analysis of the Allison(GM)/ZF transaction, 1993. The Allison transaction illustrates the question of competitive pressure from outside the market that merger guidelines require to define. In the transaction, the DoJ defined a narrow market following standard static tools like the SSNIP test. The market definition made little sense when compared to actual industry reports. What were the constraints, if any, that led the DoJ in the particular case to follow that route, and reject alternative market definitions? And what teaching can we harvest for contemporary cases?
Discussants:
- Doug Melamed
- Nicolas Petit
Background docs:
- DCI Summary – The GM/ZF (1993) Complaint
- Initial complaint esp. para 35 and following: https://appliedantitrust.com/09_merger_guidelines/07_cases/zf_complaint11_16_1993.pdf
- Allison’s “Why Allison?” landing page
- Allison’s most recent 10-K (Pages 3-23 inclusive are sufficient)
- Allison’s most recent quarterly presentation to investors (Slides 2, 6, 7, and 17 recommended)
Steven Cernak is a respected leader in the international antitrust and competition law community. He served as in-house antitrust attorney at General Motors for more than 20 years, ultimately responsible for global antitrust compliance, merger reviews and litigation. As a result, Steve has experience tackling the toughest antitrust issues, and explaining them to everyone in an organization from the CEO to workers in the factories.
After leaving GM, Steve spent seven years at Schiff Hardin’s Ann Arbor office, serving clients both inside and outside the automotive community. As he did at Schiff Hardin, Steve now assists clients big and small on a wide array of competition and consumer protection matters, including compliance programs; joint efforts with competitors; pricing strategies and programs; and merger reviews and filings.
Steve has served in the leadership of the Antitrust Section of the American Bar Association for more than 20 years, and is currently the Section Committee Chief. That position keeps him connected to the global community and up-to-date on developments.
Steve is a prolific writer for The Antitrust Lawyer Blog, WoltersKluwer’s AntitrustConnect Blog and various Law360, Lexis and Westlaw publications. The second edition of his textbook of antitrust summaries and materials, Antitrust Simulations, was published in 2019 by West Academic. He updates his Antitrust in Distribution and Franchising annually for publication in the LexisNexis Antitrust Law & Strategy Series. Steve is also a frequent commenter on antitrust developments, both on social and mainstream media.
Steve is a regular teacher at both the University of Michigan Law School and the Thomas M. Cooley Law School Corporate & Finance LLM program. He also taught for three years at Wayne State University Law School.