This is a statement from the President of the American Association of Law
Libraries about the postions taken by the Board in connection with the
proposed merger of Thomson Legal Publishing and West Publishing Company.
The Executive Board and I have noted that recently a number of AALL members
have posted messages to this list asking about the position AALL has taken
in the proposed Thomson West merger. Many of these individuals have also
questioned whether the Association was doing anything about the matter. I
have sent private messages to many of you who posted these messages. Now the
Board and I have, in consultation with Robert Oakley, the AALL Washington
Affairs Representative, decided that it is appropriate that we make a more
public statement at this time about what has been taking place.
Before I share this information with you, I want to state that the plan has
been to share this information through my President's column in the AALL
Newsletter. The built in delay between when I write a column for that
Newsletter and when it actually appears in the printed copy on your desk is
about two months. Until about a week ago, I believed that few members
appeared to be sufficiently concerned about the proposed merger so as to
compell me to attempt to communicate to everyone in a more rapid fashion. In
addition, Bob Oakley had learned in his discussions with officials at the
Department of Justice that they wanted the early portions of their
investigation to be keep a bit quiet. Thus the built in delay of the columns
and the desire of DOJ seemed to work together.
What the Board and I have decided to do at this time is to post on AALL NET
the entire text of a letter written on March 26 by Bob Oakley, as AALL's
Washington Affairs Representative, and sent to the Assistant Attorney
General of the United States. The process of posting this letter is
currently underway and it will appear there under the Washington Affairs
section by tomorrow at the latest. We have also decided to post both on
AALL NET (under the Executive Board section) and here on this list the text
from my President's columns which will appear in the April and May issues of
the AALL Newsletter. Please note that my entire April column is being posted
here but only a portion of the one for May. Other portions of that column do
not pertain to this matter.
Please note also that the Executive Board views AALL as being a consumer
orientated organization although we do have other types of members. The
Board also believes that the questions presented by the proposed Thomson
West Merger are of a type where persons will have differing views. This is
certainly true of individual Board members. The Board believes though that
the positions it has taken and the positions taken by the Washington Affais
Representative are in keeping with the best interests of law book consumers.
The April Column:
>From the President
>
>Patrick E. Kehoe, AALL President
>American University, Washington College of Law Library
>4400 Massachusetts Avenue, N.W.
>Washington, D.C. 20016-8087
>202/885-2674 FAX: 202/885-2703
>Internet: pkehoe@american.edu
>
>
> A few days before I began writing this month's column (i.e.,
>late February), perhaps the most tumultuous event in modern legal
>publishing took place. The Board of Directors of West Publishing
>Company decided on Sunday, February 25, to accept an offer from
>the Thomson Corporation to acquire West.
>
> The decision to sell West has altered American legal
>publishing forever. The immediate effect is that when the sale
>is completed, and I assume this will happen, the West Publishing
>Company will merge with and thus become a part of Thomson Legal
>Publishing. The more long-term effect of this merger is not so
>clear.
>
> Put into its most simple context, is this merger a good
>thing or a bad thing for law librarians and others who use law
>books? At the present time we do not know the answer, but it is
>a question about which knowledgeable persons of high integrity
>may have differing views.
>
> By coincidence, the AALL Executive Board was scheduled to
>hold its regular spring meeting beginning Friday, March 1, or
>only five days after the West/Thomson announcement. A number of
>AALL members -- including several on the Committee on Relations
>with Information Vendors -- and even some Board members suggested
>that the Board consider taking an official position on the
>merger.
>
> Then Brian Hall, President and CEO of Thomson Legal
>Publishing, telephoned me and asked if we could talk about the
>merger. I knew Brian was a very busy man that particular week;
>thus I was both flattered and impressed that he took time to call
>me. Brian's call showed that executives at the very top of
>Thomson Legal Publishing consider AALL's views to be important.
>They wanted to have an opportunity to discuss the matter and
>respond to questions before AALL took a position. I decided to
>put the matter on the agenda for the Executive Board meeting.
>
> Brian and I exchanged information and views. He shared some
>background about the sale, about Thomson's long-term strategy for
>its legal publishing enterprises, and promised that consumers of
>its products were going to benefit considerably as a result of
>the merger of so many product lines. Brian, who is well-known to
>many of us -- he has been coming to AALL Annual Meetings since
>the early 1970's -- told me that both he and Thomson are in legal
>publishing for the long term and that both he and Thomson view
>law librarians and AALL as their partners in the continuum by
>which legal information is delivered in this country.
>
> Two days later I received a call from Jim Briggs, Executive
>Vice President of Lawyers Cooperative Publishing, asking if he
>and Brian Hall could meet with the AALL Board. Before giving an
>answer, I contacted several colleagues on the Board, including
>President Elect Houdek and Immediate Past President Billings,
>about the request. I also discussed it with Executive Director
>Roger Parent and with Washington Affairs Representative Robert
>Oakley. All thought that such a meeting would provide a unique
>opportunity for the Board to obtain information which would be
>helpful to it if and when it decided to comment on the merger. I
>issued an invitation to Brian Hall and Jim Briggs, asking them to
>be our guests at a working dinner; they accepted.
>
> We talked for almost four hours at this working dinner
>(which was not, in any sense, a part of the formal Board
>meeting). The information and views exchanged and the questions
>asked and answered during the visit were most helpful to all of
>us. The Thomson representatives assured us that the merger was
>based on long-term considerations of the legal publishing
>business, not on short-term corporate gain; that quality
>standards would continue to remain high; the competition would
>continue and pricing would reflect this; and that the previous
>positive and constructive relationships formed with AALL would be
>maintained.
>
> The members of the Board were not timid about expressing
>their concerns and anxieties, and Brian and Jim listened to what
>we had to say and did their best to respond to our many
>questions. The meeting was wide-ranging and wide-open, without
>any hint of the sort of politicking or maneuvering that might so
>easily have occurred.
>
> The following day, the Board engaged in a frank discussion
>of the Thomson/West merger. At the end of this discussion, we
>concluded that the Board would remain neutral on the merger. The
>Board was well aware of some concerns, yet it also saw benefits
>to be gained. Despite the many encouraging assurances from the
>Thomson executives, some Board members continued to express
>concerns about the potential impacts of decreased competition and
>increased prices on library budgets, and the prospect of losing
>some valued legal publications that might be considered redundant
>and less profitable for the merged companies. Other Board
>members were less troubled by the merger, pointing out that
>librarians, as major consumers of legal information, have an
>impact on the market, and that marketplace forces would prevail.
>There was general agreement that an acquisition by Thomson was
>preferable to the alternative of an acquisition by, for instance,
>a financial investor with little or no interest in legal
>publishing.
>
> The Board did, however, ask the Washington Affairs
>Representative to inform the Justice Department that AALL was
>interested in this merger and to seek the advise of legal counsel
>as to how AALL could most effectively present its views and
>contribute its expertise during the statutory Hart Scott Rodino
>clearance process for the merger.
>
> The AALL Executive Board is still concerned about the
>possible anticompetitive aspects of so large a concentration of
>traditional legal publishers under a single corporate roof. We
>are also concerned that the consolidation of former competitive
>enterprises could well result in the possible loss of products
>that many of us find to be quite useful and thus desire to see
>continued. Lastly, some of us wonder if LEXIS, the only major
>competitor to WESTLAW, will perhaps become disadvantaged unduly
>should Thomson decide to withdraw its products from that
>database.
>
> The Executive Board decided to respond to the merger in the
>following way:
>
> AALL would indicate its willingness to provide its expertise
> to the Department of Justice during the statutory Hart Scott
> Rodino Clearance of the Thomson/West merger. This was done
> by the Association's Washington Affairs Representative on
> March 7. In his communication, the Representative mentioned
> the following areas of specific concern: product
> competition, product pricing, the preservation of
> information in a variety of media both print and electronic,
> the impact of the sale on competition for online services,
> and continued development of technical standards in a
> competitive environment to assure continued technological
> progress.
>
> AALL's Washington Affairs Representative and the CRIV will
>identify other issues of concern to the Association and the
>Representative will present them to the appropriate officials.
>
> Among other objectives, the Board agreed AALL should
>maintain and build on the strong and positive relationship we
>already have with Thomson, a relationship that will benefit the
>legal information industry and libraries in the future. Brian
>Hall's attentiveness and candor during our discussions were well-
>received, and his longstanding and personal interest in AALL
>bodes well for the future.
>
> I invite you to send your comments and questions to me
>and/or to our Washington Affairs Representatives, Bob Oakley and
>Mary Alice Baish. The Board is most eager to hear from the
>members on this matter. Our ability to plan appropriate
>responses is directly dependent on your interest and input.
Portions of the May column:
>From the President
>Patrick E. Kehoe, AALL President
>American University, Washington College of Law Library
>4801 Massachusetts Avenue, N.W.
>Washington, D.C. 20016-8182
>202/274-4374 FAX: 202/274-4365
>Internet: pkehoe@american.edu
>
>
>This month I write about three topics: the Annual Meeting, money,
>and the Thomson/West merger....
>Let me now turn to money questions....
>
>This year AALL was able to live within its financial means, and
>with no increase in dues, but only by cutting back on a number of
>its activities, obtaining contributions from several legal
>information providers, and by asking some of its officers and
>volunteers to cover a few of their own expenses.
>
>The question of our acceptance of contributions and grants from
>our vendor friends leads me to my next topic. This is the
>proposed merger of West and Thomson. Members have asked about
>what, if anything, AALL had done about this. Some of you are even
>concerned that AALL can't accept this kind of support yet
>maintain an appropriate level of independence. This is not the
>case. These are legitimate questions....
>
>Last month I told you that the Executive Board voted to remain
>neutral on the proposed merger of West and Thomson. We did this
>because Thomson, of all apparent potential buyers, was the only
>law book publisher to make a bid. In addition, the Board reasoned
>that Thomson has demonstrated its willingness to publish quality
>products and actively and constructively participate in the
>broader legal profession community of which we, as law
>librarians, are a part. I also told you last month that the
>Executive Board had authorized the Washington Affairs
>Representative, Robert Oakley, to consult with members of the
>Committee on Relations with Information Vendors (CRIV) and others
>in AALL to identify legitimate concerns that we as consumers
>might have about the proposed merger, and present these to the
>United States Department of Justice during its statutory review
>of the proposed merger.
>
>Now I can also report that in early April Robert Oakley sent an
>eight-page fact-filled letter on our behalf to Anne K. Bingaman,
>Assistant Attorney General of the United States. Ms. Bingaman is
>responsible for conducting the statutory review of West/Thomson.
>In his letter, which was reviewed by legal counsel and several of
>us in the elected leadership of AALL, Oakley raised five specific
>concerns. These can be summarized as follows:
>
>There is currently significant overlap in the product lines of
>West and Thomson, giving subscribers a choice of products. The
>merger of the two companies will almost certainly increase the
>concentration in the print legal publishing industry and reduce
>competition through the elimination of overlapping products.
>
>Increased concentration and reduced competition in the industry
>is likely to lead to increased prices, which have already been
>rising at levels that exceed the basic cost of living index.
>
>With less competition for particular products, there is also
>likely to be less choice of competing formats.
>
>The proposed merger could also have a serious impact in the
>competition for online legal information services. Bob explained
>that many Thomson products are now offered on Lexis. Should these
>be withdrawn from that database or priced prohibitively on it,
>this would have a significant adverse effect on the competition
>between WestLaw and Lexis. Competition among compact disk
>products has stimulated significant growth and progress in that
>industry. It is a medium that may become even more important in
>the future as a delivery mechanism for large data files,
>including large collections of legal material for use at the
>desktop. Progress in the development of this medium should not
>be slowed by diminished competition. Bob explained further that
>at present West's claim to copyright ownership of internal
>pagination and a possible shift by Thomson from Folio to Premise
>might result in curtailment of further development in this sector
>of the market.
>
>In closing, I want to again assure you that all of us in the
>elected and appointed leadership of AALL are keenly aware that we
>must remain vigilant so that legitimate consumer interests are
>promoted whenever appropriate. We view this as an obligation. The
>Executive Board's position on the West/Thomson merger and the
>work done on our behalf by the Washington Affairs Representative
>and others is in keeping with the fulfillment of this obligation.
Patrick E. Kehoe, Director, American University Law Library
4801 Massachusetts Avenue, N. W. Washington, DC 20016-8182
Phone: voice 202 274 4374 fax 202 274 4365
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