For what it is worth, here is my letter to the DOJ regarding the
West-Thomson merger:
Atty. Craig W. Conrath
Chief, Merger Task Force
U.S.D.O.J., Antitrust Division
1401 H. Street, Suite 4000 N.W.
Washinton, D.C.
Via Fax: 202-307-5802
Dear Mr. Conrath:
I am a retired lawyer. I write this letter in regard to the proposed
Thomson
- West merger solely on my own behalf as a consumer and citizen.
I do not think the merger agreement should be approved. The
Department's conditions are insufficient to protect competition.
My objections are these:
1. Failure to create viable competition.
Legal publishing has a synergy when a publisher produces law for
multiple
jurisdictions. Publishers attempt to address the market by creating
"systems" that are consistent and easy to use for consumers, and
allow the
same methods to be used to find law from a variety of sources. In
additio
there are substantial economies of scale in the editing and
production
processes.
The consent decree envisions selling some of the products of Lawyer's
Cooperative, but not the "system", and not the key products, AmJur
and
ALR that allow the creation of a system. The result is a series of
isolated
products that will not compete effectively with West's system and are
of
questionable viability in the marketplace.
2. Ineffective remedies for citations
The proposed license agreement has a price for use of West's
citations that
would foreclose its use by any small or new competitors. The only
competitor who could afford the flat pricing would be a large one.
But the
merger eliminates the only large competitor who does not already
license
West's system. In effect, nothing is accomplished.
Though the prohibition against challenging the validity of West's
dubious
copyright claims are frequently found in licensing agreements, it
traduces
the purpose of the merger conditions and is inconsistent with the
Department's stated position on copyright of citations.
3. Ineffective remedies for markets that become monopolies.
Wisconsin currently has two competitive official reporters of
Wisconsin
case law, West and Lawyer's Cooperative. After the merger it will
have
one-- there will be no competition. The consent decree's remedy is to
allow
the Wisconsin Supreme Court to renegotiate its contract. Since West
will
be the only serious publisher available in the market why would
renegotiating the contract do anything? A cynic might comment that it
would give West an earlier opportunity to exercise its monopoly
power.
Indeed, the situation in Wisconsin is somewhat more acute. Lawyer;'s
Cooperative has taken the position that its cites are public domain
as is the
text of the decisions. West takes a contrary opinion. So with the
loss of
Lawyer's Cooperative, we lose access to public domain law in
Wisconsin
for small peripheral publishers.
Finally, I must point out that West is a well known "politically
connected"
company. Its CEO was a key early supporter of Pres. Clinton's first
campaign in Minnesota and recently Treasurer for Sen. Feinstein's
re-election campaign. West has made many contributions to political
campaigns.
The Department certainly should not treat differently a politically
connected
company -- West has an absolute right to participate in politics.
However,
in such a case it is important that the Department explain fully and
adequately its reasoning so that the Department's decisions can be
understood to be free of political taint. This the Department has
not done
in this case. It fails to reveal or address the degree of
concentration left
after its proposed conditions. It fails to reveal its reasoning or
motives for
the conditions, It fails to reveal the course of negotiations.
On the face of it, this is a merger between major competitors in a
highly
concentrated industry. In appearance it is not a merger that should
be
approved. Failure to adequately address why the Department is
approving
it , and why the conditions adequately protect competition leaves the
Department open to criticism.
Yours Sincerely,
/s/
John Lederer
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