U.S. GOVERNMENT PRINTING OFFICE

WASHINGTON : 

For sale by the Superintendent of Documents, U.S. Government Printing Office

Internet: bookstore.gpo.gov Phone: toll free (866) 512–1800; DC area (202) 512–1800

Fax: (202) 512–2104 Mail: Stop IDCC, Washington, DC 20402–0001

76–714 PDF 2012

S. HRG. 112–629 

NOMINATION OF WILLIAM JOSEPH BAER, OF 

MARYLAND, NOMINEE TO BE ASSISTANT ATTORNEY GENERAL, ANTITRUST DIVISION, U.S. 

DEPARTMENT OF JUSTICE 

HEARING 

BEFORE THE

COMMITTEE ON THE JUDICIARY 

UNITED STATES SENATE 

ONE HUNDRED TWELFTH CONGRESS 

SECOND SESSION 

JULY 26, 2012 

Serial No. J–112–91 

Printed for the use of the Committee on the Judiciary 

( 
(II) 

COMMITTEE ON THE JUDICIARY 

PATRICK J. LEAHY, Vermont, Chairman 

HERB KOHL, Wisconsin 

DIANNE FEINSTEIN, California 

CHUCK SCHUMER, New York 

DICK DURBIN, Illinois 

SHELDON WHITEHOUSE, Rhode Island 

AMY KLOBUCHAR, Minnesota 

AL FRANKEN, Minnesota 

CHRISTOPHER A. COONS, Delaware 

RICHARD BLUMENTHAL, Connecticut 

CHUCK GRASSLEY, Iowa 

ORRIN G. HATCH, Utah 

JON KYL, Arizona 

JEFF SESSIONS, Alabama 

LINDSEY GRAHAM, South Carolina 

JOHN CORNYN, Texas 

MICHAEL S. LEE, Utah 

TOM COBURN, Oklahoma 

BRUCE A. COHEN, Chief Counsel and Staff Director 

KOLAN DAVIS, Republican Chief Counsel and Staff Director 
(III) 

C O N T E N T S 

STATEMENTS OF COMMITTEE MEMBERS 

Page 

Kohl, Hon. Herb, a U.S. Senator from the State of Wisconsin ............................ 1 

Lee, Hon. Michael S., a U.S. Senator from the State of Utah ............................. 2 

STATEMENT OF THE NOMINEES 

Baer, William Joseph, Nominee to be Assistant Attorney General, Antitrust 

Division, U.S. Department of Justice, Washington, DC ................................... 4 

Biographical information ................................................................................. 5 

QUESTIONS AND ANSWERS 

Responses of William Joseph Baer to questions submitted by Senators Coons, 

Durbin, Grassley, Klobuchar and Lee ................................................................ 85 

SUBMISSIONS FOR THE RECORD 

Bipartisan Attorneys, February 28, 2012, joint letter .......................................... 105 

Former Assistant Attorney Generals, February 16, 2012, joint letter ................ 108 

(1) 

NOMINATION OF WILLIAM JOSEPH BAER, OF 

MARYLAND, NOMINEE TO BE ASSISTANT ATTORNEY GENERAL, ANTITRUST DIVISION, 

U.S. DEPARTMENT OF JUSTICE 

THURSDAY, JULY 26, 2012 

U.S. SENATE, COMMITTEE ON THE JUDICIARY, Washington, DC. 

The Committee met, pursuant to notice, at 1:07 p.m., in room 

SD–226, Dirksen Senate Office Building, Hon. Herb Kohl, presiding. 

Present: Senators Kohl and Lee. 

OPENING STATEMENT OF HON. HERB KOHL, A U.S. SENATOR 

FROM THE STATE OF WISCONSIN 

Senator KOHL. We will commence. We welcome you here today, 

and we meet regarding the nomination of Bill Baer to be Assistant 

Attorney General to head the Antitrust Division. Mr. Baer possesses an impressive list of qualifications for this important position. A proud native of Wisconsin, he served as Director of the 

FTC’s Bureau of Competition during the 1990s and for the last decade has been the head of the antitrust practice at the major Washington law firm of Arnold & Porter. 

Mr. Baer, we congratulate you on your nomination. Your nomination comes at a crucial time for antitrust enforcement. As our economy continues to face challenges and consumers’ pocketbooks are 

stretched, we depend on vigorous competition to spur economic 

growth in our economy. Aggressive enforcement of our Nation’s 

antitrust laws will ensure that competition flourishes and consumers obtain the highest-quality products at the lowest possible 

prices. 

The last 3 years have seen a revival of antitrust enforcement at 

the Justice Department. These efforts culminated in last year’s 

courageous decision to file suit to oppose an anticompetitive AT&T/ 

T-Mobile merger which led to the parties’ abandoning the deal. But 

antitrust enforcement requires constant vigilance, and the issues 

facing the Antitrust Division today are no less serious. 

For example, the Division is currently examining transactions 

between Verizon and four of the Nation’s largest cable TV companies. As my letter to the Justice Department in May pointed out, 

it is crucial that the Justice Department ensures that nothing in 

this deal will harm the competitive battle between Verizon and the 
2 

cable companies for Internet and video service, often the only real 

choice for these vital telecom services for millions of consumers. 

And in other key industries as diverse as the Internet and hightech, media and book publishing, aviation and agriculture, to name 

just a few, the Justice Department will be called upon to stand as 

a bastion protecting competition. 

Moreover, the Justice Department is currently implementing its 

plans to close four of its seven regional field offices. Many antitrust 

experts, including most of the senior leadership of these field offices, and also myself, have serious concerns about what this closure will mean for the detection and antitrust enforcement directed 

against local conspiracies. We will be closely watching your leadership and the Antitrust Division to ensure that you maintain the resources necessary to combat local antitrust conspiracies in the 

many areas of the Nation that will no longer have local antitrust 

offices. 

Mr. Baer, the position of Assistant Attorney General for Antitrust carries with it a special burden and a special responsibility. 

Companies over whom the Antitrust Division has jurisdiction have 

ample resources to hire skilled and talented counsel to represent 

their best interests. But no one represents the interests of the 

American consumer other than the Antitrust Division. If you are 

confirmed, millions of consumers will be depending on your efforts 

and your judgment. You will inherit a proud legacy at the Antitrust 

Division, and it is our sincere hope and full expectation that you 

will uphold this legacy once you are confirmed. 

Senator Lee, for your comments. 

STATEMENT OF HON. MIKE LEE, A U.S. SENATOR FROM THE 

STATE OF UTAH 

Senator LEE. Thank you, Mr. Chairman. Today we consider the 

nomination of William Baer to be the next Assistant Attorney General over the U.S. Department of Justice’s Antitrust Division. This 

is a position of enormous significance. Since its establishment nearly 80 years ago, the Antitrust Division, together with the Federal 

Trade Commission, has been tasked with the enforcement of our 

Nation’s antitrust laws. 

As head of the Antitrust Division, the Assistant Attorney General oversees the Department’s criminal and civil enforcement of 

antitrust laws, assisted by five Deputy Assistant Attorneys General 

and hundreds of attorneys and economists. 

Over the past decade, the Division has conducted an average of 

90 merger investigations and 28 non-merger investigations each 

year. And over the last decade, the Division has levied $4.4 billion 

in fines on individuals and on corporations. 

Obviously much is at stake as the Division establishes enforcement priorities, reviews mergers, investigates conduct, and litigates 

cases. The Antitrust Division’s charge is to administer our Nation’s 

antitrust laws faithfully so as to safeguard our free market economy. 

Robust competition maximizes consumer welfare by ensuring access to a broad variety of products at low prices. Competition is 

also essential to innovation as businesses have access to markets 
3 

and are able to secure a reasonable return on productive investments. 

There is much good for the economy and for consumers that can 

be accomplished through antitrust enforcement. But there is also 

potential for abuse. As a result, I believe the role of antitrust is important, but it is also limited. 

Although much of antitrust law is by necessity forward looking, 

onward speculation about the potential effects that a transaction 

may have on various markets must not be allowed to overtake fundamental economic analysis. 

Antitrust regulators must also be wary of attempts to subvert 

their investigation or review process to advance political objectives 

or private financial ends. 

I believe the Division should resist efforts by politicians to encourage antitrust enforcement as a back-door means to implement 

desired policy outcomes. Antitrust officials must also be on guard 

against the inevitable attempts of competitors to use investigatory 

and enforcement processes primarily to harm their rivals. 

In short, antitrust officials must stay focused on the true purpose 

of our antitrust laws, which is to safeguard competition rather than 

competitors so as to maximize consumer welfare. 

The Government has a proper role in ensuring that businesses 

compete fairly and do not collude. Such enforcement can forestall 

the need for more burdensome regulatory structures that impose 

greater costs on our economy and on our society as a whole. But 

it is improper for antitrust enforcers to pick winners and losers in 

the marketplace or to interfere with private enterprise where robust market forces are in operation. 

I look forward to discussing these principles with Mr. Baer as we 

consider his nomination. Thank you, Mr. Chairman. 

Senator KOHL. Thank you, Senator Lee. 

I would like now to introduce our witness, Bill Baer. Since January 2000, Mr. Baer has worked as a partner at Arnold & Porter, 

LLP, where he led the firm’s antitrust practice group. Prior to this 

position, he served as the Director of the Bureau of Competition at 

the FTC from 1995 to 1999. 

A native of Milwaukee, Wisconsin, Mr. Baer has strong ties to 

my own State. He attended college at Lawrence University in Appleton, Wisconsin, and currently serves as the university’s vice 

chair of the board of trustees. 

Mr. Baer’s father, Joe Baer, is also present at the hearing today. 

He resides in Milwaukee and is a retired teacher and high school 

guidance counselor. He is a World War II veteran and a Purple 

Heart recipient. 

Thank you, Mr. Baer, for appearing to testify today. I now ask 

you to rise and raise your right hand as I administer the oath. Do 

you swear that the testimony you are about to give will be the 

truth, the whole truth, and nothing but the truth, so help you God? 

Mr. BAER. I do. 

Senator KOHL. Thank you. 

We now ask you, Mr. Baer, to make your statement and if you 

would wish to introduce some of your family members who are 

here. 
4 

STATEMENT OF WILLIAM JOSEPH BAER, NOMINEE TO BE ASSISTANT ATTORNEY GENERAL, ANTITRUST DIVISION, U.S. 

DEPARTMENT OF JUSTICE, WASHINGTON, D.C. 

Mr. BAER. Thank you, Mr. Chairman. Thank you, Senator Lee. 

I am pleased that my spouse, Nancy Hendry; my two boys, grown 

boys, Michael and Andrew are here; Nancy’s dad, my father-in-law, 

Jim Hendry, from Chestertown, Maryland; my brother, Mike, who 

came in from Portland, Oregon; my sister, Kathy, from Sherwood, 

Wisconsin, whose son Nick happens to work for the Milwaukee 

Bucks organization and is proud of it. And I am especially glad 

that Dad, Joe Baer, could be here. 

I am also honored, Mr. Chairman, Senator Lee, that a couple of 

dear friends, current and former antitrust officials, took the time 

to be here. Behind me are FTC Chairman Jon Leibowitz; the 

former Assistant Attorney General for Antitrust under George Herbert Walker Bush, my friend Jim Rill; and the former FTC Chair 

under President George W. Bush, Tim Muris. They, together with 

my dear friend Bob Pitofsky, former Chair of the FTC and a longtime friend of this Committee, have been mentors, colleagues, and 

friends for years, and I am grateful for that. 

It is an honor to be here, Mr. Chairman, Senator Lee, and I 

thank the President for his expressing his confidence by nominating me to this very important law enforcement position. I thank 

the Committee for the opportunity to appear before you here today. 

I have been privileged to spend a number of years working in the 

antitrust field, including two 5-year stints at the FTC. Mr. Chairman, you mentioned my time there between 1995 and 1999. Previously, right out of law school, I was there between 1975 and 

1980. 

Over that time, I have seen firsthand the importance of our antitrust laws to American consumers. I have learned a lot over the 

years—and it has been pretty many years—most importantly that 

antitrust enforcement is best when it has a sound analytical foundation and when it focuses on behavior that poses serious risk of 

economic harm to the American people. 

If confirmed, I would hope to use that learning to work with the 

Antitrust Division and its very talented and dedicated staff to pursue enforcement policies that are vigorous, that are effective, and 

that are fair. 

Once again, thank you, and I look forward to answering your 

questions. 

[The biographical information follows:] 
5 

UNITED STATES SENATE 

COMMITTEE ON THE .JUDICIARY 

QUESTIONNAIRE FOR NON-JUDICIAL NOMINEES 

PUBLIC 

I. Name: State full name (include any fonner names used). 

William Joseph Baer 

2. Position: Stale the position for which you have been nominated. 

Assistant Attorney General. Antitrust Division. Department of Justice 

3. Address: List current office address. If city and state of residence differs from your 

place of employment, please list the city and state where you currently reside. 

Office: 

Home: 

Arnold & Porter LLP 

555 12th Street NW 

Washington. D.C. 20004 

Bethesda, Maryland 

4. Birthplace: State date and place of birth. 

1950; Baraboo, Wisconsin 

5. Education: List in reverse chronological order each college, law school, or any other 

institution of higher education attended and indicate for each the dates of attendance. 

whether a degree was received. and the date each degree was received. 

Stanford University Law School, 1972-75; J.D .• 1975 

Lawrence University, 1968-72; B.A., 1972 

6. Employment Record: List in reverse chronological order all governmental agencies. 

business or professional corporations, companies, firms, or other enterprises. 

partnerships, institutions or organizations, non-profit or otherwise, with which you have 

been affiliated as an officer. director. partner. proprietor, or employee since graduation 

from college, whether or not you received payment for your services. Include the name 

and address of the employer and job title or description. 

Arnold & Porter, LLP 

0112000 to Present 

Partner 

555 Twelfth Street, NW 

Washington, DC 20004 

202-942-5936 
6 

Lawrence University 

a ]f200 J to Present 

Trustee 

711 E. Boldt Way 

Appleton, WI 54911 

920-832-7000 

Federal Trade Commission 

0411 99S to lOll 999 

Director, Bureau of Competition 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

202-326-2222 

Arnold & Porter, LLP 

0111984 to 04/1995 

Partner 

1200 New Hampshire Avenue, NW 

Washington, DC 20009 

202-942-5936 

Arnold & Porter, LLP 

1011980 to 0111984 

Associate 

1200 New Hampshire Avenue, NW 

Washington, DC 20009 

202-942-5936 

Federal Trade Commission 

0911975 to 10/1980 

Assistant General Counsel and Director of Congressional Relations 

Attorney Advisor to Chairman, Assistant to Director. Bureau of Consumer 

Protection, Trial Attorney, Bureau uf Cunsumer Protection 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

202-326-2222 

Police Foundation 

0511974 to 0911974 

Consultant 

1201 Connecticut Avenue, NW 

Washington, DC 20036 

202-833-1460 

Wisconsin Department of Transportation 

061I 973 to 09/1973 

Law Clerk 

4802 Sheboygan A venue 

Madison, WI 53707 

608-266-1078 

2 
7 

Governor Patrick Lucey 

0611972 to 09/1972 

Summer Intcrn 

115 East Capitol 

Madison, WI 53702 

608-266-1212 

7. Military Service and Draft Statns: Identify any service in the U.S. Military, including 

dates of service, branch of service, rank or rate, serial number (if different from social 

security number) and type of discharge received, and whether you have registered for 

selective service. 

I registered for selective service but did not serve. 

8. Honors and Awards: List any seholarships. fellowships, honorary degrees, academic or 

professional honors, honorary society memberships, military awards, and any other 

special recognition for outstanding service or achievement. 

Lawrence University, cum laude (1972) 

Lawrence University, National Honor Society (1972) 

Stanford University, Hilmer Ohlman Jr. Award for Excellence in Legal Writing 

(1973) 

Stanford University, Stanford Law Review, Senior Artiele Editor (\ 974-75) 

Federal Trade Commission, Award for Distinguished Service (1999) 

Arnold & Porter LLP, "The Attorney of the Year Award," April 2009, awarded by 

Arnold & Porter staff 

In recent years, various publications have published lists of "best" or "top-ranked" 

lawyers. The recognitions I have received in the last few years include: 

o The Best Lawyers in America 2012 for Antitrust Law 

o Best Lawyers "Washington, DC Antitrust Lawyer of the Year" 2010 

and 2012 

o The Legal 500 US 2011 "Leading Lawyer" for Antitrust 

o Chambers USA: America's Leading Lawyers for Business 2011 for 

Antitrust 

o The International Who's Who of Competition Lawyers in 2011 

o Chambers Global: The World's Leading Lawyers for Business 2011 

for Competition/Antitrust 

o PLC Which Lawyer? Yearbook 2011: Endorsed for 

Competition/Antitrust 

o Washingtonian's "Best Lawyers" 2011 for Antitrust 

o Washington, DC Super Lawyers 2011: "Top 10 Lawyers in DC" 

o The National Law Journal. 'The Decade's Most Influential Lawyers" 

2010 

o Chambers USA's Award for Excellence 2008 for Antitrust 

o Leading Competition Lawyer in the World, Who's Who Legal 

A wards, 2006 and 2007 

9. Bar Associations: List all bar associations or legal or judicial-related committees. 

selection panels or conferences of which you are or have been a member, and give the 

titles and dates of any offices which you have held in such groups. 

3 
8 

American Bar Association, Antitrust Section, 1995 to Present 

o Antitrust Section Positions 

FTC Vice Chair of Clayton Act Committee, 1995-1999 

Member, Civil Litigation Task Force, 2000-2001 

Member, Task Force on Civil Practice and Procedures, 2000 

Editorial Board of Publications Committee, 2001-2002 

Member, Criminal Practice and Procedure Committee, 2002-

2003 

Member, Merger Review Working Group, 2002-2003 

Member, Remedies Task Foree, 2003-2004 

Member, Directions on Antitrust Task Force. 2004-2005 

Member, Cartel Task Force. 2011-2012 

District of Columbia Bar. 1980- Present 

International Bar Association 

271 Regent Street 

London WIB 2AQ. UK 

Bar Number 100405 

2004-Present 

Brussels. Belgium Bar Association 

Bar Number 15599 

2003 to Present 

10. Bar and Court Admission: 

a. List the date(s) you were admitted to the bar of any state and any lapses in 

membership. Please explain the reason for any lapse in membership. 

There have been no lapses in my memberships. 

The District of Columbia Bar Association 

1250 H Street, NW 

Washington, DC 20005-3908 

202-737-4700 

September 16, 1980 

Bar Number 324723 

State Bar of Wisconsin (Inactive) 

5302 Eastpark Boulevard 

Madison, WI 53718-2101 

December 22, 1975 

Bar Number 1016537 

b. List all courts in which you have been admitted to practice, including dates of 

admission and any lapses in membership. Please explain the reason for any lapse 

in membership. Give the same information for administrative bodies that require 

special admission to practice. 

There have been no lapses in my memberships. 

4 
9 

U.S. District Court for the District of Columbia 

333 Constitution Avenue, NW 

Washington. DC 20001 

202-354-3107 

July 2, 1990 

Bar Number 324723 

District of Columbia Court of Appeals 

500 Indiana Avenue, NW. Room 4200 

Washington, DC 20001 

202-879-2710 

September 16, ! 980 

Bar Number 324723 

Supreme Court of the United States 

1 First Street, NE 

Washington, DC 20543 

202-479-3000 

January 11. 1999 

11. Memberships: 

a. List all professional, business, fraternal, scholarly. civic, charitable, or other 

organizations, other than those listed in response to Questions 9 or 10 to which 

you belong, or to which you have belonged, since graduation from law school. 

Provide dates of membership or participation, and indicate any office you held. 

Include clubs, working groups, advisory or editorial boards. panels, committees, 

conferences. or publications. 

Lawrence University Board of Trustees, Member, 2001 to Present, Vice Chair 

2011 to Present 

Bethesda Country Club, Member, 2001 to Present 

Stanford Law School Board of Visitors, Member, at various points between 1995 

and 2005 

American Judicature Society, Member, 1997 

Lobbyists and Lawyers for Campaign Finance Reform, Chair, 1987 to 1992 

Bethesda YMCA. Member, 1985-1988 

I have made financial contributions to other organizations over the years. I have 

not included in the list above any organization to which I gave funds and did not 

otherwise participate in programmatic activities. although the organization may 

have labeled me a member. 

b. Indicate whether any of these organizations listed in response to 11a above 

currently discriminate or formerly discriminated on the basis of race, sex, religion 

or national origin either through formal membership requirements or the practical 

implementation of membership policies. If so, describe any action you havc taken 

to change these policies and practices. 

No, to my knowledge. 

5 
10 

12. Published Writings and Public Statements: 

a. List the titles. publishers, and dates of books, articles, reports, letters to the editor, 

editorial pieces, or other published material you have written or edited, including 

material published only on the Internet. Supply four (4) copies of all published 

material to the Committee. 

I have done my best to identify published materials, including through a review of 

my personal files and searches of publicly available electronic databases. Despite 

my searches, there may be other materials that I have been unable to identify, find 

or remember. I have located the following: 

William J. Baer, et aI., "ACPERA's Civil Damages Limitation Provisions 

Extended for 1 0 Years." Arnold & Porter AdvisOlY, July 2010, 

http://www.arnoldporter.com. Copy Supplied. 

William J. Baer, et aI., "US Agencies Release Proposed Revision to Horizontal 

Merger Guidelines," Arnold & Porter Advisory, May 20 10, 

http://www.arnoldporter.com. Copy Supplied. 

William J. Baer, et a!., "Ninth Circuit Rules That Product Improvement is Exempt 

From Scrutiny Under the Federal Antitrust Laws," Arnold & Porter Advisory, Jan. 

2010, http://www.arnoldporter.com. Copy Supplied. 

William J. Baer, et aI., "FTC Wins a Merger Preliminary Injunction: FTC v. CCC 

Holdings. Inc," Amold & Porter Advisory, May 2009, 

http://www.amoldportcr.com. Copy Supplied. 

William J. Baer, et a!., "Commissioner Jon Leibowitz Named FTC Chair," 

Arnold & Porter Advisory, Mar. 2009, http://www.arnoldporter.com. Copy 

Supplied. 

William J. Baer, et a!., "The Antitrust Division Provides Guidance on Application 

of Criminal Leniency Policy," Arnold & Porter AdvisOl:Y, Dec. 2008, 

http://www.amoldporter.com. Copy Supplied. 

William J. Baer & Deborah Feinstein, "Changing Emphasis: How Whole Foods 

Advances the FTC's Efforts to Transform Merger Litigation," Gel', Sept. 2008, 

http://www.globalcompetitionpolicy.org. Copy Supplied. 

William J. Bacr, et a!., "Cartel Prosecution in the US and the EU - Recent 

Developments," chapter in pLC Cross-Border Competition Handbook, Vol. 1, 

2007/2008. Copy Supplied. 

William J. Bacr, ct aI., "International Leniency Coordination," chapter in The 

Antitrust Review of the Americas. 2007. Copy Supplied. 

William J. Baer & Lue Gyselen, "Merger Remedies Policy In The EU and USA," 

chapter in PLC Cross-Border Competition Handbook, 2006/2007. Copy 

Supplied. 

6 
11 

William J. Baer, et al.,"lnternational Leniency Regimes: New Developments and 

Their Strategic Implications," chapter in The Antitrust Review of the Americas, 

2006. Copy Supplied. 

William J. Baer, et aI., "International Leniency Regimes: New Developments and 

Their Strategic Implications," chapter in Antitrust Review of the Americas, 2005, 

http://www.globa!competitionreview.com. reprinted in The Antitrust Counselor. 

JUflt:: 15,2005. Copy Supplied. 

William J. Baer, et aL "Taking Stock: Recent Trends in U.S. Merger 

Enforcement," Antitrust. Spring 2004. Copy Supplied. 

William J. Baer & Deborah L. Feinstein, "Item 4(c): the Next Step in HSR 

Reform," Antitrust, Spring 2002. Copy Supplied. 

"Guidelines for Merger Remedies, Prospects and Principles," Berkeley Centerfor 

Law & Technology and Ecole des Mines de Paris Conference, Jan. 17-18,2002. 

Copy Supplied. 

William 1. Baer, et aI., "Recent Developments & Future Directions in Antitrust 

Enforcement and Getting your Merger through the Bush FTC and 001," 2002 

National CLE Conference, Antitrust Law, Law Education Institute, Inc., 

.Ian. 11-16, 2002. Copy Supplied. 

William J. Baer & Ronald C. Redcay, "Solving Competition Problems In Merger 

Control: The Requirements For An Effective Divestiture Remedy," 69 Geo. 

Wash. I .. Rev. 915, Oct.-Dec. 2001. Copy Supplied. 

"Past as Prologue? Recent Developments & Future Directions in Antitrust 

Enforcement," Arnold & Porter, Nov. 2001. Copy Supplied. 

William J. Baer & Myles Hansen, "B2B Marketplaces and Common-Sense 

Antitrust Precautions," Computer & 111lernet Lawyer. Sept. 2000. Copy Supplied. 

William J. Baer & Franklin R. Liss, "A Forgiving Policy; But 001 Grants 

Amnesty Only to the First Firm in the Door," Legal Times. Apr. 3, 2000. Copy 

Supplied. 

"International Antitrust Policy," Annual Proceedings of the Fordham Corporate 

Law Institute, International Antitrust Law & Policy, 1999. Copy Supplied. 

William 1. Baer & David A. Balto, "The Politics of Federal Antitrust 

Enforcement, ,. 23 Harv. J.L. & Pub. Pol'y 113, Fall 1999. Copy Supplied. 

"A Study of the Commission's Divestiture Process," Bureau of Competition of/he 

Federal Ti'ade Commission, June 21, 1999. Copy Supplied. 

"Letters to the Editor: They Must Disgorge Ill-Gotten Gains," Wall Street 

Journal, May 18, 1999, at A27. Copy Supplied. 

"Letters to the Editor: Why FTC Opposes The Staples Merger," Wall Street 

Journal, May I, 1997, at A 19. Copy Supplied. 

7 
12 

"Surfs Lp: Antitrust Enforcement and Consumer Interests in a Merger Wave;' 

The Journal ofCollsumer ,1fjairs. 1996. Copy Supplied. 

"Refiections on 20 Years of Merger Enforcement Under the Hart-Scott-Kodino 

Act," Ami/rusl Lmv Journul. 1997. Copy Supplied. 

'The New Face of U.S. Criminal Antitrust Enforcement and the Increasing 

Importance of Corporate Antitrust Compliance Programs," Arnold & Porter. 

1991. Copy Supplied, 

"We Can Limit the Cost of Campaigns," lire Dai(v Press, Sept. S, 19&9. Copy 

Supplied, 

"At the Turning Point: The Commission in 1978," Journal of Public Policy & 

Markelil1R. 1988, Copy Supplied, 

"Where to From Here: Reflection on the Recent Sage of the Federal Trade 

Commission," Oklahoma Law Review. 1986, Copy Supplied. 

Willinm], Racr & "vlichael N. Sohn, "Injunctions Emerge as FTC's Powerful 

New Weapon," LeRal Times, Mar, 22, 1982, Copy Supplied, 

b, Supply four (4) copies of any reports, memoranda or policy statements you 

prepared or contributed in the preparation of on behalf of any bar association, 

committee, conference, or organization of which you were or are a member. If 

you do not have a copy of a rcport, memorandum or policy statement. give the 

name and address of the organization that issued it, the date of the document:, and 

a summary of its subject matter. 

I have done my best to idemify any reports, memoranda or policy statements I 

prepared or contributed in the preparation of: including through a review ormy 

personal flies and searches of publicly available electronic databases, Despite my 

searches, there may be olher materials I have been unable to identity, find or 

remember. I have located the following: 

"2008 Transition Report," American Bar Association Section of Antitrust Law, 

200R, Copy Supplied. 

"The State of Federal Antitrust Enforcement -- 2004," Cover letter and report for 

Task Force for the American Bar Association Section of Antitrust Law Transition. 

FTC-DOJ Merger Guidelines Workshop - Economists and Lawyers Roundtable, 

Feb. 19,2004. Copy Supplied. 

"1993 CI inton Transition Report," Federal Tradc Commission, 1993. No Copy 

Available. 

". Supply four (4) copies of any testimony, official statements or other 

communications relating, in whole or in part, to matters of public policy or legal 

interpretation, that you have issued or provided or that others presented on your 

behalf to public bodies or public officials. 

8 
13 

Thc list below consists of material identified based on my recollection and 

searches of internet databases. Despite my searches. there may be other items I 

have been unable to identifY, find or remember. 

Remarks at Federal Trade Commission Workshop on Horizontal Merger 

Guidelines Review Project. FTC, Jan. 26, 2010. Copy Supplied. 

Lettcr to Scnate Committec on the Judiciary, United States Senate, regarding the 

nomination of Christine Varney, Mar. 4, 2009. Copy Supplied. 

Remarks at FTC panel on Unilateral Effects Analysis and Litigation Workshop, 

FTC, Feb. 12.2008. Copy Supplied. 

Remarks at Sherman Act Section 2 Joint Hearing of the Federal 'frade 

Commission and the Department of Justice on Understanding Single-Firm 

Behavior and Section 2 Policy Issues, DOJ and FTC, May I, 2007. Copy 

Supplied. 

Remarks before the Antitrust Modernization Commission Hearings, U.S. 

Enforcement Policy, Federal Trade Commission, Nov. 17,2005. Copy Supplied. 

Letter from William J. Baer, et. aI., to Mssrs. James and Muris, FTC, Dec. 21, 

2001, http://www.ftc.gov/opal2002/02/clearance/clearideas.htm. Copy Supplied. 

Remarks at the Hearing before the Alaska State Legislature Joint Special 

Committee on Mergers --British Petroleum-ARCO Merger, July 28,1999. Copy 

Supplied. 

Remarks before the Subcommittee on Energy and Power of the Committee on 

Commerce on the Exxon-Mobil Merger, Iiouse of Representatives, 106th 

Congress, First Session, Serial No. 106-12, Mar. 10-11. 1999. Copy Supplied. 

Remarks before the Subcommittee on Finance & Hazardous Materials of the 

Committee on Commerce on the Financial Services Competitivenes~ Act of 1997, 

House of Representatives, I 05th Congress. First Session on H.R. 10, Serial No. 

105-38, July 17,25,30, 1997. Copy Supplied. 

Remarks at Legal Times Round Table, "An Inside View of Associates in the '90s; 

Partners Find Serious Newcomers Asking About the Business of Law," Legal 

Times, Apr. 26, 1993. Copy Supplied. 

Remarks before the Committee on Rules and Administration on Senate Campaign 

Finance Proposals of 1987. Unitcd States Senate, 100th Congress, First Session. 

Serial Nos. 2, 50, 179,207,615,625,725, and Amendment No. 36 (to S. 2), 

Mar. 5, 18, 1987 and Apr. 22 & 23, 1987. Copy Supplied. 

d. Supply four (4) copies, transcripts or recordings of all speeches or talks delivered 

by you. including commencement speeches, remarks, lectures, panel discussions, 

conferences, political speeches, and question-and-answer sessions. Include thc 

date and place where they were delivered, and readily available press reports 

about the speech or talk. If YOll do not have a copy of the speech or a transcript or 

recording of your remarks. give the name and address of the group before whom 

the spcech was given, the datc of the speech, and a summary of its subject matter. 

9 
14 

If you did not speak from a prepared text, furnish a copy of any outline or notes 

from which you spoke. 

I have done my best to identify transcripts or recordings of all speeches or talks 

delivered. including through a review of my personal files and searches of 

publicly available electronic databases. Despite my searches, there may be other 

materials I have been unable to identify, find or remember. I have located the 

following: 

"Part II: Efficiencies, Entry and Economics: What Role, If Any, Do they Have in 

Merger Analysis TodayT Panelist for Part 2 at ABA Section of Antitrust Law, 

Fall Forum. Nov. 15-16,2005. Copy Supplied. 

'The Evolution of Market Analysis:' Presentation at NERA 's 24th Annual 

Antitrust & Trade Regulation Seminar, July 7-1 I, 2005. Copy Supplied. 

"Successful Litigation of International Civil Actions," Panelist at International 

Competition Law, Real World Issues and Strategies for Success, June 16-17, 

2005. Copy Supplied. 

'The Globalization of Leniency," Presentation at Competition Law Forum, June 

10,2005. Copy Supplied. 

"Life Sciences Licensing: Current Issues in U.S. Antitrust Enforcement," 

Presentation for !BC UK Transactions in the Life Sciences Sector Conference. 

Apr. 22, 2005. Copy Supplied. 

'Transatlantic Perspective on Antitrust Compliance," Arnold & Porter LLP 

teleconference event, Apr. 21. 2005. No Copy Available. 

'The Future of Merger Control," Panelist on Global Competition Review Panel. 

Mar. 3. 2005. No Copy Available. 

"The Role ofFconomics in U.S. Civil Antitrust Litigation: Daubert and Reyond," 

Presentation at Association ofCompetirion Economics 2nd Annual Conference, 

Dec. 2-3. 2004. Copy Supplied. 

Remarks at "Coordinating International Cartel Investigations, from Dawn Raid 

Procedures to Leniency Applications," Competition Law Forum, June 25.2004. 

No Copy Available. 

"Antitrust Considerations, EU and US Perspective," Presentation, Arnold & 

Porter LLP, June 2 I -22, 2004. Copy Supplied. 

Remarks at ABA Section of Business Law's Spring Meeting, "Joint Ventures: [n 

the Antitrust Gunsights Again?" Apr. 3-6. 2004. No Copy Available. 

Remarks at Symposium, 'The Bayer Judgment: The Implications for the 

Developing Legal Environment Relating to Parallel Imports & Generics." Arnold 

& Porter LLP, Jan. 9. 2004. No Copy Available. 

Remarks at Second Annual Merger Control Conference, "Merger Enforcement," 

The British Institute oflnternational and Comparative Law, Dec. 2003. No Copy 

Available. 

J() 
15 

Remarks at MedAdNews Conference Pharmaceutical Leadership Forum, 

"Examining the Wavc of Mergers and Acquisitions: What Does it Mean for 

Industry? What Does it Mean for You?" Nov. 16-18, 2003. No Copy Available. 

Remarks at ABA International Section 2003 Fall Meeting, "Article 82 & Section 

2: Observations on Similarities and Differences," Oct. 16,2003. \10 Copy 

Available. 

Remarks at The Conference Board 2003 Antitrust Conference, "Challenges to 

Dominant Firm Exclusionary Conduct," Mar. 18-19,2003. No Copy Available. 

'The Enterprise Act 2002: The New Law on Cartels and Mergers," Presentation, 

Arnold & Porter. Feb. 25, 2003. Copy Supplied. 

"Current Issues on Merger Enforcement," Presentation at ABA 2002 Fall Forum, 

ABA Section of Antitrust Law, Nov. 7-8, 2002. Copy Supplied. 

"Regulatory Antitrust Update with Q&A re Recent Developments in Antitrust 

Enforcement," Presentation at Grocery Manufacturers of America Legal 

Conferenee, Oct. 22-23, 2002. Copy Supplied. 

"New Directions in Competition Policy: Continuity and Change in the Bush 

Administration Enforcement Agencies," Presentation at 2002 Antitrust 

Conference: Antitrust Issues in Today's Economy, The Conference Board, Mar. 

7-8,2002. Copy Supplied. 

"Antitrust Devclopments in the New Administration," Presentation at The 40th 

Annual Corporate Counsel Institute, Northwestern University School of Law, Oct. 

11-12,2001 and Dec. 6-7,2001. Copy Supplied. 

"New TechnologiesfNew Administrations," Presentation at ABA Section of 

Antitrust Law 2001 Fall Forum, Georgetown University Law Center, Nov. 15-16, 

2001. Copy Supplied. 

"Merger enforcement in the US & EU: Lessons from the General Electric and 

Honeywell Merger Investigations;" "Exclusive Dealing as Monopolization & 

Restraint of Trade: Microsoft. Toys R Us, & More;" "Joint Ventures and 

Strategic Alliances, Where is the Line?"' ''The Interface Between Intellectual 

Property & Antitrust Doctrine; When is Settling a Patent Dispute an Antitrust 

Violation?:" "Recent FTC Enforcement Actions & Implications for the Future," 

Presentations at The Third Annual Sedona Conference on Antitrust Law and 

Litigation, Nov. 8-9, 2001. No Copies Available. 

"Substantive Differences in Competition Laws as They Apply to Exclusionary 

Conduct: Implications for Global Competition and New Competition Regimes," 

Presentation at Columbia University Workshop, Oct. 27, 2001. No Copy 

Available. 

Remarks at Grocery Manufacturers of America Legal Conference, Ocl. 23-24, 

2001. Copy Supplied. 

Remarks at ABA Annual Meeting, "Recent Merger Litigation - \VIlat have We 

Learned?" July 6-12, 2001. Copy Supplied. 

II 
16 

"The Antitrust Interface," Presentation at The 22nd Annual Computer and 

Internet Law Institute, The Law School University of Southern California, May 

10-1 L 2001. Copy Supplied. 

Remarks at FTC's Public workshop on Emerging Issues for Competition Policy in 

the World of E-Commerce, "Relationship of competition policy to B2B mergers 

and interoperability arrangements," May 7, 2001. No Copy Available. 

"Internet Committee Program re Antitrust Issues in High Tech Joint Ventures." 

Presentation at ABA 49th Annual Section of Antitrust Law Spring Meeting, Mar. 

28-30.2001. No Copy Available. 

"Solving Competition Problems In Merger Control: The Requirements For An 

Effective Divestiture Remedy," Presentation at The George Washington Law 

Review Symposium, Mar. 22-23, 200 I. Copy Supplied. 

"Antitrust Enforcement in the Bush Administration," Presentation, Arnold & 

Porter LLP, Apr. 200 I. Copy Supplied. 

"Antitrust Enforcement." Presentation at Tulane Law School Continuing 

Education. 13th Corporate Law Institute, Mar. 2, 200 I. Copy Supplied. 

"Antitrust Enforcement in the Bush Administration," Presentation at Law 

Educatiolllnstitutc, Inc. National CLE Conference, Jan. 10,2001. Copy 

Supplied. 

"Antitrust Update, Recent Developments in Merger and Joint Venture 

Enforcement," Presentation at 2000 GMA Legal Conference, 2000. Copy 

Supplied. 

"Antitrust Update," Presentation at GMA Legal Conference, Oct. 24-25, 2000. 

Copy Supplied. 

"Antitrust Enforcement in a High Tech Economy," Presentation at Israeli CFOs 

Conference, Sept. 11,2000. No Copy Available. 

"B2B & B2C: The Antitrust Risks," Presentation at The Standard's Net Returns 

Conference, Sept. 6-9, 2000. Copy Supplied. 

Keynote Address at 2000 Marketing and Public Policy Conference, "Antitrust and 

Consumer Protection in an E-Commerce World," West Virginia University, 

College of Business and Economics, June 2,2000. Copy Supplied. 

Keynote Address, "Close Up," Close Up Foundation, Washington, DC, Apr. 3, 

2000. No Copy Available. 

"Talking Points on Disgorgement," 2000 Antitrust Conference of the Conference 

Board, Mar. 9, 2000. Copy Supplied. 

"The Direction of Antitrust Enforcement: Antitrust Policy & Economic Theory 

Entering the Next Millennium," Presentation at Law Seminars International, 

Cutting Edge Antitrust Conference, Feb. 17, 2000. Copy Supplied. 

Remarks Outline at ABA, 1999. Copy Supplied. 

12 
17 

Remarks at ABA Meeting, "Report on Reeent Antitrust Developments at the 

Federal Trade Commission," Sept. 1999. Copy Supplied. 

Remarks before the American Bar Association, Antitrust Section Spring Meeting, 

"Report from the Bureau of Competition (1999)," Federal Trade Commission 

Committee, Apr.IS. 1999. Copy Supplied. 

Remarks before the Federalist Society'S Symposium on Law and Public Policy, 

"Does Politics Corrupt Antitrust Enforcement?" Apr. 10, 1999. Copy Supplied. 

Remarks at Panel II: The Economic and Regulatory Issues of Convergence, in 

Fordham Intellectual Property, Media and Entertainment Law Journal, 1999. 

Copy Supplied. 

Remarks before the American Bar Association, Sections of Business Law, 

Litigation, and Tort and Insurance Practice's Science & Technology National 

Institute on Representing High Technology Companies, "Antitrust Enforcement 

and High Technology Markets," FTC, Nov. 12, 1998. Copy Supplied. 

Remarks at Antitrust and Trade Policy Roundtable, International Antitrust Law & 

Policy Conference. Fordham Corporate Law Institute, Oct. 23, 1998. Copies 

Supplied. 

Remarks to the National Association of Attorneys General, Sept. 23, 1998. Copy 

Supplied. 

Remarks before the American Bar Association, Antitrust Section, Spring Meeting, 

"Report from the Bureau of Competition (1998):' Federal Trade Commission 

Committee, Apr. 2. 1998. Copy Supplied. 

Remarks before 34th Annual Symposium on Associations and Antitrust, Bar 

Association of D.C., "The Impact of Federal Trade Commission Antitrust Policy 

on Associations," FTC, Feb. 18, 1998. Copy Supplied. 

Remarks before the New York State Bar Association, "The Federal Trade 

Commission and Innovation Markets," FTC, Jan. 29, 1998. Copy Supplied. 

Remarks before the Conference on The New Rules of the Game for Electric 

Power: Antitrust & Anticompetitive Behavior, "FTC Perspectives Oil Competition 

Policy and Enforcement Initiatives in Electric Power," FTC, Dec. 4, 1997. Copy 

Supplied. 

William 1. Baer & David A. Balto, "New Myths and Old Realities: Recent 

Developments in Antitrust Enforcement," Columbia Business Law Review, 1999; 

and Remarks before the Bar Association of the City of "lew York, Nov. 17, 1997. 

Copies Supplied. 

Remarks at FTC news conference 011 the McDonnell Douglas-I3oeing Merger, 

Federal Document Clearing House, Inc., July I, 1997. Copy Supplied. 

Remarks before the Amcrican Bar Association, Antitrust Section Spring Meeting, 

"Report ofthe Bureau of Competition (1997)," FTC and Clayton Act 

Committees, Apr. 9-10,1997. Copy Supplied. 

13 
18 

Remarks before a Workshop by the OECD and the Fair Trade Commission of 

Japan, 'The Role of the Competition Agency in Regulatory Reform," Dec. 3, 

1996. No Copy Availablc. 

Addrcss before The Conference Board, Oct. 29-31, 1996 and before the 

Northwestern University School of Law's 35th Annual Corporate Counsel 

Institute, Oct. 31, 1996. Copy Supplied. 

Remarks before the ABA's 1996 Health Law Forum/Antitrust Section Program 

on Hcalth Care Antitru<;t, "Current Issues in Health Care Antitrust Enforcement at 

the Federal Trade Commission," FTC, Oct. 24, 1996. Copies Supplied. 

Remarks before the ABA's Section of Antitrust Law's 44th Annual Antitrust 

Spring Meeting, "Report from the Bureau of Competition: Looking Back and 

Going Forward," Federal Tradc Commission Committee, Mar. 28, 1996. Copy 

Supplied. 

Remarks before the New York State Bar Association Annual Dinner Meeting, 

"The Dollars and Sense of Antitrust Enforcement." FTC, Jan. 25, 1996. Copy 

Supplied. 

Remarks before the ABA Annual Meeting, Annual Developments Program, "A 

Report on Recent Antitrust Developments at the Federal Trade Commission," 

FTC, Aug. 9,1995. Copy Supplkd. 

Remarks at Joint Venture Seminar, Mar. 16, 1992. Copy Supplied. I do not recall 

the location of the remarks or the group who sponsored the event. 

Remarks at United States Department of State, Foreign Service Institute, The 

Senior Seminar, "The American Political System: Executivc/Legislative 

Relations," Jan. 27-31, 1986. No Copy Available. 

e. List all interviews you have given to newspapers, magazines or other 

publications, or radio or television stations, providing the dates of these 

interviews and four (4) copies of the clips or transcripts of these interviews where 

they are available to you. 

I have done my best to identify all interviews given, including through a review of 

my personal mes and searches of publicly available electronic databases. Despite 

my searches, thcre may be other materials I have been unable to identify, find or 

remembcr. I havc located the following: 

Christopher Norton, "Most Admired Attys: Arnold & Porter's Bill Baer," 

Law360.com, Aug. 23, 2010, http://www.1aw360.com/. Copy Supplied. 

"Best of WSJ.com's Money Blogs -- From Deal Journal, MarketBeat and 

Wealth," The Wall Street Journal, Apr. 17,2010, at B4; also printed at "From 

Deal Journal, MarketBeat and Wealth Report: The New Stigma Is Luxury Goods, 

Extravagant Spending Barely Beats Smoking For Promoting Happiness," The 

Wall Street Journal Ollline, Apr. 16,2010, at http://www.b10gs.wsj.com/deals. 

Copies Supplied. 

14 
19 

Cecile Kohrs Lindell, "Government Merger Filings Indicate Autumn 'Thaw,'" 

The Deal, Oct. L 2009, Copy Supplied. 

Andrew Martin, "Whole Foods Gets Judicial Approval for Purchase of Wild 

Oats," The New York Times, Aug. 17, 2007, at C3. Copy Supplied. 

Kimberly Atkins, "Federal Trade Commission looks at competing interests," 

LaHyers Weekly US4, June 18,2007. Copy Supplied. 

"William Baer Once Again Named Competition Lawyer of the Year," 

Who 's \\lho Legal, intel11ational Bar Association. May 15,2007. Copy Supplied. 

Stephen Taub, "Supreme Court Rules for Joint Ventures," Economist. com, Mar. 

1,2006. Copy Supplied. 

Adam Cohen & Mary Jacoby. "EU's Kroes Puts Antitrust Stance In Line With 

U.S. -- Shift on Deal Reviews Gives Less Weight to Competitors, More to 

Consumer Benefits," The Wall Street Journal. Sept. 26, 2005, at A 17. Copy 

Supplied. 

David Samuels, "Merger Control in the Rear-View Mirror," Global Competition 

Review, May I, 2005. Copy Supplied. 

"Leading Lawyers Twelve ofD,C. Area's Top Antitrust Attorneys," Article, 

Legal Times, Mar. 21, 2005. Copy Supplied. 

"Strength in numbers?: R.J. Reynolds, Brown & Williamson pull trigger on 

merger; Special Report; Company Profile," National Petroleum News, Dec. I, 

2003, at 14; also printed at "Strength In Numbers?: R.J. Reynolds, Brown & 

Williamson Pull Trigger On Merger;' NPN-National Petroleum News, Dec. 2003, 

at 14; "Strength In Numbers? R.J. Reynolds, Brown & Williamson Pull Trigger 

On Merger," Tobacco Retailer, Dec. 2003, at 28; "FTC Likely to Scrutinize 

Tobacco Deal," Convenience Store News, Oct. 29, 2003, Copies Supplied, 

Jaret Seiherg, "Feds may frown on PBM deal." The Deal, Sept. 4, 2003. Copy 

Supplied. 

Jarct Sciberg, "FTC to get new competition chief," The Deal, July 11,2003. 

Copy Supplied. 

David Bank & Mylene Mangalindan, "Leading the News: PeopleSoft Rejects 

Oracle's Bid -- Board Feels Takeover Offer Undervalues the Company. Cites 

Antitrust Concerns," The l'fall Street Journal, June 13,2003, at A3, also printcd 

at David Bank & Mylene Mangalindan, "WSJ UPDATE: PeopleSofi Formally 

Rejects Oracle Bid," Dow Jones Newswires, June 12,2003. Copies Supplied. 

Jaret Seiberg, "Helpful tips from the FTC," The Deal, Dec. 23, 2002. Copy 

Supplied, 

Kim Peterson, "Some Cheered Microsoft Ruling, but Some Fear Little Will 

Change," Seallle Times, Nov. 3, 2002; also printed at Kim Peterson, "Some 

Cheered, But Some Fear Little Will Change: Everyone Seems to Agree on One 

15 
20 

Thing: Ruling was a Huge Victory for Microsoft," Sealfle Times, Nov, 2, 2002, at 

A I O. Copies Supplied. 

Jaret Seiberg. "Libbey pulls out the stops," Daily Deal. May 8, 2002. Copy 

Supplied. 

Carrie Johnson. "On Many Web Sites, Comparing Salaries Raises Legal fears," 

The Washington Post, Jan. 14.2002. at EO], Copy Supplied. 

Yochi 1. Dreazen. "AOL Bid for AT&T Unit Finds a Warmer Climate -- Odds of 

Regulator Approval for Deal Improve," The Asian Wall Street Journal, Dec, 6, 

2001, at 8; also printed at Yochi J. Dreazen. ''Technology Journal: AOL Bid for 

AT&T Broadband Discovers a Warmer Climate -- Odds of Regulatory Approval 

for Deal Improve:' The Wall Street Journal Europe, Dec. 6, 2001, at II; "AT&T 

Broadband Deal Likely To Invite Antitrust Scrutiny," The Bulletin's Frontrunner, 

Dec. 5,2001; Yochi J. Dreazen. "AOL's Bid For AT&T Unit Finds Warmer 

Atmosphere: New Washington Climate Means Offer Has Bettcr Chance of 

Passing Regulatory Muster," The Globe and Mail (Canada), Dec. 5,2001, at 813; 

Yochi J. Dreazcn, "AOL Bid for AT&T Broadband Finds Warmer Atmosphere--

New Climate in Washington Means Deal Has Better Chance of Passing 

Regulatory Muster," The Wall Street Journal, Dec. 5,2001, at B4. Copies 

Supplied. 

laret Seiberg, "Prosecute Like It's 1999," The Deal, Nov. 28, 200 I. Copy 

Supplied, 

Brier Dudley. "Microsoft to Donate $ 1 Billion to Schools under Deal to Settle 

I,awsuits," Seattle Times, Nov. 21,2001; also printed at Brier Dudley, "$1 Billion 

to Schools Under Microsoft Dcal, Company Donation Would Settle Class 

Action," Seattle Times, Nov. 21,200 I, at A 1. Copics Supplied, 

Sallie Hotlneister & .lube Shiver, "Satellite TV Deal Facing Challenges: Mergers: 

EchoStar Says Its Purchase of DirecTV is Good for Consumers, But Opponents 

Voil:e Antitrust Conl:t:rI1S," Los A/1gelec~ Times, Oct. 30, 2001, at I. Copy 

Supplied. 

"Reaction to Justice Department's announcement not to pursue efforts to break up 

Microsoft," National Public Radio, Sept. 7,2001. Copy Supplied. 

Matt Andrejczak, "Microsoft decision: Indicative or unique?" CBS MarkelWafch, 

Sept. 6,2001. Copy Supplicd. 

John R, Wilke & Jacob M, Schlesinger, "Computer Megamerger: Will Bigger Be 

Retter') Antitrust Agencies Are Likely to Givc Deal a Hard Look," The Wall 

Street Journal, Sept. 5, 2001. at A 14, Copy Supplied, 

John R, Wilke, "Microsoft Asks Jurists to Throw Out Rest of Government's 

Antitrust Case -- Legal Experts Say Appeal Is Unlikely to Be Accepted by U.S, 

Supreme Court," The Asian Wall Street Journal, Aug. 9, 200 I, at 8; also printed 

at John R. Wilke, "Companies: Microsoft Asks Suprt:me Court To Throw Out 

Antitrust Case -- Legal Experts Say Appeal Is Unlikely to l3e Accepted l3y U.S. 

Jurists -- Company Claims District Judge' Flagrantly Violated' Judicial Ethics, '" 

The Wall Street Journal Europe, Aug. 9, 2001, at 5. Copies Supplied. 

16 
21 

Campion Walsh, "Some Analysts Expect FTC to Approve Chevron's Buy of 

Texaco Soon:' Dow Jones Business News. Aug. 9, 2001. Copy Supplied. 

John R. Wilke, "Microsoft Takes Its Case to Supreme Court -- Company Wants 

the Finding That It Is a Monopolist To Be Thrown Out," The Wall Street Journal. 

Aug. 8, 200 I, at A3. Copy Supplied. 

Dan Richman, "Microsoft Breakup Order Struck Down Finding Of Monopoly 

Upheld, Mixed Decision Gives All A Win," Seallle Post-Intelligencer, July 25, 

2001, at A 1. Copy Supplied. 

Brier Dudley. "Appeal by Microsoft Could Buy Time until Windows XP 

Launch," The Seallie Times. July 21, 200 I; also printed at Brier Dudley, "Appeal 

Could Buy Time Until Launch Microsoft Trial Windows XP Could Be Released 

Without Restrictions," The Seaule Times. July 21,2001, at Dl. Copies Supplied. 

John R. Wilke & Ted Bridis, "Microsoft Requests That Appeals Court Rehear 

Part of Case," The Wall Street Journal. July 19,2001, at A2. Copy Supplied. 

Peter Kaplan, "Bush Carries Big Antitrust Stick; White House Seen As Harder On 

Big Business Than Expected," The Houston Chronicle, July 05,2001, at 3. Copy 

Supplied. 

Paul Adams, "UAL-US Air Deal Unravels; Airlines In Talks To Terminate 

Proposed Merger; Weeks Of Speculation; Antitrust Concerns A Huge Barrier To 

$12 Billion Marriage," The Baltimore SUI1, July 3, 200 I, at Ie. Copy Supplied. 

Dan Richman, "Microsoft Breakup Order Struck Down: Finding Of Monopoly 

Upheld; Ruling 'Lifts Cloud, ' Gates Says; Mixed Decision Gives All A Win," 

Seattle Post-Intelligence,.. June 29, 200 I, at A 1. Copy Supplied. 

John R. Wilke & Ted Bridis, "Microsoft Avoids Breakup But Isn't Off the Hook-

- U.S. Appeals Court Finds That the Company Holds Monopoly Power -- A New 

Judge Will Decide How to Restore Competition to the Computer Industry," The 

Wall Streef Journal Europe. June 29, 2001, at I. Copy Supplied. 

Rob Reynolds, "Federal Appeals Court Overturns Ruling Forcing MierosoJt To 

Split Up:' ('NBC News. June 29, 2001. Copy Supplied. 

Snigdha Prakash, "Justiee Department To Appeal Predatory Pricing Case Against 

American Airlines To The Surprise of Many," National Public Radio, lvlorning 

Edition, June 28, 200 I. Copy Supplied. 

Paul Kangas & Susie Gharib, "Nightly Business Report," Community Television 

FOllndation of So lith Florida, Inc., The Nightly Business Report, June 21, 2001. 

Copy Supplied. 

Carrie Johnson, "Heinz Calls Off Beech-Nut Merger," The Washington Post, Apr. 

28,2001, at EO\. Copy Supplied. 

Cynthia Wilson & Philip Dine, "With TWA Deal Done, Mergers Will Get A 

Closer Look; Marriage Between United And Usair Faces More Scrutiny From 

Regulators," SI. Louis Posl-Di!>patch. Apr. 11,2001, at AI. Copy Supplied. 

17 
22 

"American Gets Nod for TWA Takeover," Edmonton Journal (Alberta), Mar. 18. 

200 L at R6; also printed at Karen Gullo, "American, TWA Given OK Justice 

Department Clears Way to Acquire Bankrupt Carrier," Arkansas DemocratGazette, Mar. 17, 200 I, at 0 1; Karen Gullo, "J usliee Department Clears TWA 

Merger DC Air Deal, Consent for American to Take Over International Routes 

are Last Hurdles," Arkansas Democrat-Gazette, Mar. 17,2001, at 06; Karen 

Gullo, "Justice Dept. Clears Airline Merger," Associated Press Unline, Mar. 17, 

2001; Karen Guilo, "Justice Dept. Clears Airline Merger," Associated Press 

Online, Mar. 17,200 I; "Justice Department Clears American's Purchase of 

TWA," Deseret News (Salt Lake City), Mar. 17,2001, at B04; Karen Gullo, 

"American's Plan to Buy TWA Gets Federal Nod;' The Associated Press, Mar. 

17,2001; Karen Gullo, "Justice Dept. Clears Airline Merger," Associated Press 

Online, Mar. 16,2001; Karen Gullo, ".!ustice Clears American-TWA Merger," 

The Associated Press, Mar. 16. 200 I, Copies Supplied. 

Matt Andrejczak, "DOl approvcs American, TWA deal," CBS Market Watch, 

Mar. 16,2001. Copy Supplicd. 

Jarct Scibcrg, "Group Aims to Derail Nestle-Ralston Deal," Daily Deal, Mar. 15, 

2001. Copy Supplied, 

Philip Dine & Cynthia Wilson, 'TWA Sale Still Faces A Number Of Hurdles," 

Scripps Howard News Service, Mar. 14,2001; also printed at Philip Dine & 

Cynthia Wilson, "TWA Sale Still Must Overcome A Number Of Hurdles; 

Unions, Justice Dept. And Congress All Could Hold Up American'S Takeover," 

St. Louis POST-Dispatch, Mar. 14,2001, at AI. Copies Supplied. 

Tom Incantalupo, "Obstacles Remain For TWA Takeover," Ne11'sday, Mar. 13, 

2001, at A46. Copy Supplied. 

Laura Goldberg, "Airline Talks Get Attention Of Politicians," The Houston 

Chronicle, Feb. 07, 2001. at I; also printed at Laura Goldberg, "Airlines' Merger 

Talks Get Attention of Politicians," The Houslon Chronicle, Feb. 7,200 I. Copies 

Supplied. 

Paul Adams, "Airlines' Merger Proposals Spark Concerns For RWI: State 

Officials Fear Higher Ticket Prices, Drop In Competition," The Baltimore Sun, 

Jan. 12,2001, at Ie. Copy Supplied. 

Stephen Labaton, "An Antitrust Hurdle," The New York Times, Jan. 10,2001, at 

2. Copy Supplied. 

Paul Kangas & Susie Gharib," Nightly Business Report," Community Television 

Foundation of South Florida, Inc., Nightly Business Report, Jan. 10,200 I. Copy 

Supplied. 

Jaret Seiberg, "Politicians Attack Airline Tie-Ups," The Deal, Jan. 8, 2001. Copy 

Supplied. 

Alec Klein, "A Hard Look at Media Mergers: FTC Chief Likely To Be Key Force 

In AOL Decision;' The Washington Post, Nov. 29, 2000, at EOI. Copy Supplied. 

18 
23 

Paul J. Nyden, "Pittsburgh Generic Drug Firm, Executives Give 60,000 to West 

Virginia (fovemor," The Charleslon Gazette. Oct. 23, 2000. Copy Supplied. 

"Clinton Supports Chevron's Proposed $ 43bn Texaco Merger But FTC Unsure," 

The Irish Times, Oct. 17,2000, at 19. Copy Supplied. 

Nancy Rivera Brooks & James F. Peltz,"Critics Line Up Against Chevron-Texaco 

Merger; Energy: Consolidation In Industry Has Y ct To Boost Oil Explorations, 

Making Many Wary Of Latest Deal," Los Angeles Times, Oct. 17,2000, at I. 

Copy Supplied. 

JetlYastine & Susie Gharib, "Nightly Business Report:' Community Television 

Foundation of South Florida, Inc., Nightly Business Report, Oct. 16,2000. Copy 

Supplied. 

"Former FTC Official William l3aer Talks About The Us Supreme Court's 

Decision Not To Hear Microsoft's Appeal In Its Antitrust Case," National Public 

Radio, Morning Edition, Sept. 27, 2000. Copy Supplied. 

James V. Grimaldi, "Microsoft Case Sent To Lower Court; Justices' Move Called 

Blow to Breakup Bid," The Washington Post. Sept. 27. 2000, at AOI. Copy 

Supplied. 

Dina £1 Boghdady. "Govemmcnt Takes Stock Of B2B Sites: Balance Sought 

Between Commerce, Competition," The Washington Post, Sept. 20,2000, at G07. 

Copy Supplied. 

Dina EI Boghdady, "FTC Clears Car Firms' Online Parts Venture," The 

Washington Post, Sept. 12,2000, at Em. Copy Supplied. 

Jarel Seiberg, "Automakers' B2B Venture OK'd," The Deal, Sept. 11,2000, 

Copy Supplied. 

Neil Irwin, "Fate of Airlines' Merger Cloudy; United-US Ainvays Deal May Face 

Broader Federal Review," The Washington Post, .July 29, 2000, at E02. Copy 

Supplied. 

James V. Grimaldi, "Drug Company in Record Settlement; Mylan to Reimburse 

$135 Million for Price Gouging on Anti-Anxiety Pills," The WashingTOn Post, 

July 13,2000, at A02. Copy Supplied. 

Jenna Greene, "B2B: New Target for Antitrust," Legal Times, July 10.2000. 

Copy Supplied. 

Ken Moritsugu, "Look into Gas Costs Likely to Come Up Empty, Experts Say 

High Prices, Political Outcry Prompt Regulators to Investigate Industry Again:' 

Arkansas Democral-Gazelfe (Liale Rock, AR), July 02. 2000, at G I. Copy 

Supplied. 

Ken Moritsugu, "Federal Oil Probes Running on Empty; Nothing Amiss Found 

When Gas Prices Spike," Times-Picayune (New Orleans, LA), July 2, 2000, at FI; 

also printed at Ken Moritsugu, "High Gas Prices Spark Inquiry, Again," San.Jose 

Maczny News, June 30, 2000. at 26A; Ken Moritsugu, "Federal Probe of High 

19 
24 

Gas Prices Likely to Come Up Empty, Antitrust Experts Say," Knight Ridder 

Washington Rureau, June 29, 200n, Copies Supplied, 

Ken Moritsugu, "Investigation of Gas Prices a Long Shot; Critics Say Such 

Inquiries Waste Government Prosecutors' Time," Saint Paul Pioneer Press 

(Minnesota), July 1,2000, at lC; also printed at Ken Moritsugu, "Gas-Price 

Inquiry May Tum Up Dry," Lexington Herald Leader, June 30, 2000, at A8, 

Copies Supplied, 

Ken Moritsugu, "Gasoline Probe May Go Nowhere Analysts Note Failures in Past 

Investigations," Detroit Free Press, June 30, 2000, at 1 E. Copy Supplied, 

Janet L. Fix, "Internet Alliances Under Scrutiny," Detroit Free Press, June 23, 

2000, at IF. Copy Supplied, 

Seella Simon, "Airline Mergers Face 'Careful Scrutiny,'" The Commercial 

Appeal (Memphis, IN), June 9, 2000, at C2. Copy Supplied. 

Seella Simon, "DC Air May Not Satisfy Justice; Regulators May Still Have 

Antitrust Problems With Airline Merger," Pittsburgh Post-Gazette, May 31, 

2000, at C-3, Copy Supplied, 

Seena Simon, "Proposed DC Air Will Get Close Look:' Chicago Sun-Times, May 

28, 2000, at 45, Copy Supplied, 

James Rowley, "Microsoft Prosecutors Won't Budge; Sources Say the 

Government Will Stick With Its Plan to Break Microsoft into Two Companies 

When It Delivers Its Final Plan," Contra Cosla Times (California), May 26, 2000, 

at BOL Copy Supplied. 

James y, Grimaldi, "Government Still to Seek 2-Way Split Of Microsoft," The 

Ww,hinglull Post, May 26,2000, at EO 1, Copy Supplied . 

.ferry Guidera, "FTC To Study B2B Sites For Possible Competition Risks," Dow 

Jones News Service. May 12,2000. Copy Supplied, 

Hampton Pearson, "Microsoft Submits Rebuttal To Justice Department's Breakup 

Plan:' CNBC', Business Center, May 10,2000, Copy Supplied, 

John R, Wilke & Martin Peers, "FTC Move Is Expected to Bring Lower CD 

Prices," The Wall Street Journal, May 10,2000, at A3, Copy Supplied. 

Rachel Scheier, "Experts See Product-Line Breakup," Daify News (New York), 

Apr. 25, 2000, at 3: also printed at "How They'd Make Baby Bills," Daily News 

(New York), Apr. 25, 2000, at 3. Copies Supplied, 

Rachel Scheier, "Insurance Firm Sues Microsoft over Payment of Costs of 

Antitrust Suits," Daily News (New York), Apr, 22, 2000; also printed at 

"Microsoft In New Fight Insurer Balks at Financial Liability From Lawsuits," 

Daify Nel1s (New York), Apr, 22, 2000, at 40, Copies Supplied, 

Rachel Scheier, "Microsoft Judge Faces Tough Task," Daily News (New York), 

Apr, 5, 2000, at 33; also printed at "Microsoft Ruling Leaves Open Questions of 

Punishment," Daily News (New York), Apr. 5,2000, Copics Supplied, 

20 
25 

John R. Wilke and Rebecca Buckman, "Ruling Is Expected In Microsoft Case, As 

Mediation Fails -- Software Firm to Extend Lead During Prolonged Litigation," 

The Asian Wall Street Journal, Apr. 4, 2000, at I; also printed at "Microsoft 

Settlement Efforts Collapse -- Software Firm Has Time To Solidify Its Position 

On Internet Products," The Wall Street Journal, Apr. 3,2000, at A3, Copies 

Supplied, 

JeffYastine & Susie Gharib, "Nightly Business Report:' Community Television 

Foundation of South Florida. Inc', The Nightly Business Report, Apr. 3. 2000. 

Copy Supplied. 

"FTC and Internet Firms, CNNFN," Cable News Network, Digital Jam, Mar. 22, 

2000. Copy Supplied. 

Jaret Seiberg, "Sizing Up the Oil Giants' Lawyers," Daily Deal (,Ivew York). Mar. 

8,2000. Copy Supplied. 

Hampton Pearson, "Now that America Online has Merged with Time Warner. its 

Position on Open Acce,s to Broadband Cable Lines has Changed," CNBC. Inc .. 

Business Center, Feb. 14,2000. Copy Supplied. 

Judith Radler Cohen, "Arbs Bemoan Recent Antitrust Uneertainty: Bill Baer, 

Former Lead fTC StaHer, Said Street Perception [s Inaccurate," llIergers and 

Acquisitions Report, Jan. 24, 2000. Copy Supplied. 

Rob Lever, "Internet is Big Winner In AOL-Time Warner Merger." Agence 

France Pressf.', Jan. 11. 2000. Copy Supplied. 

John R. Wilke and Kathy Chen, "You've Got Time Warner! -- Merger Partners 

Vow Open Access To Cable Lines," The Wall Street Journal. Jan. 11,2000, at 

B 1. Copy Supplied. 

Rudi Bakhtiar, et a\., "Newsroom for January 11, 2000," Cable News Network. 

CNN Newsroom, Jan. 11,2000. Copy Supplied. 

Greta Van Susteren & Roger Cossack, "Media Conglomerate Time Wamer 

Merges with America Online," Cable News Network, CNN Burden (if Pro(if, Jan. 

10,2000. Copy Supplied. 

Jim Moret & Charles Bierbauer, "AOL-Time Warner Deal Paces Regulatory 

Hurdles," Cable News Network, CNN the World Today, Jan. 10,2000. Copy 

Supplied. 

Mary Ann Tawasha, "Octel/Oboadler Deal Settles FTC Charges," Chemical News 

& Intelligence. Sept. 7, 1999. Copy Supplied. 

"US FTC Kroger and Groub Preserves Supermarket Competition Agreement 

Witll Ion [n Indiana," Ai2 Presswire. Aug. 24,1999. Copy Supplied. 

"Kroger. Groub in Agreement with FTC to Divest 3 Stores," CBS Markel Walch, 

Aug. 23, 1999. Copy Supplied. 

Ben Spiess, "Alaskan Lawmakers Crged to Protect State's Interest in BP Amoco 

Merger," Anchorage Daily News, July 29, 1999. Copy Supplied. 

21 
26 

"us FTC Competition Director Baer to Leave Post This Fall," M2 Presswire, July 

26, 1999. Copy Supplied. 

"FTC Antitrust Enforcer To Step Down," The Roanoke Times (Virginia), July 24, 

1999, at AS. Copy Supplied. 

"US FTC Agreement with Shaw's Supermarkets and Star Markets Preserves 

Competition in Greater Boston," A12 Presswire, June 29, 1999. Copy Supplied. 

"US FTC Agreement with Albertson's and American Stores Requires Selling of 

144 Stores, ,. M2 Presswire, June 23, 1999. Copy Supp lied. 

Joseph Guinto, "Antitrust Targets Vertical Deals." investor's Business Daily, June 

17, 1999, at A I. Copy Supplied. 

"US FTC Agreement With Kroger & Fred Meyer Preserves Supermarket 

Competition in Arizona, Wyoming and Utah;' M2 Presswire, May 28. 1999. 

Copy Supplied. 

"US FTC Settlement Preserves Competition in US Market for Life-Saving HeartLung Machines:' M2 Presswire, May 17,1999. Copy Supplied. 

"California, Nevada, New Mexico and FTC Announce Settlement in 

Albertson 'sl American Stores Merger," National Association of Attorneys General 

Antitrust Report. May/June 1999. at 2. Copy Supplied. 

David Albertson, "FTC Keeps Door Ajar to Scrutiny of PBM Mergcr," Employee 

Benefit News, Apr. 15, 1999; also printcd at David Albertson, "FTC Kceps Door 

Ajar to Scrutiny of PBM Mcrger," Employee Benefit News, April 15, 1999, at 29. 

Copies Supplied. 

"US FTC Companies to Pay $450, 000 Civil Penalty for Violation of Hart-ScottRodino Waiting Period," M2 Presswire, Apr. 13, 1999. Copy Supplied. 

"US FTC Merchant Banking Firm, Partner Settle FTC Charges for Incomplete 

Pre-Merger Report." M2 Presswire, Mar. 31, 1999. Copy Supplied. 

"Metro Business: Trust Case Settled By Inveslmenl Fund," The New Yurk Tifl1es, 

Mar. 31, 1999, at 86. Copy Supplied. 

"Banker, Firm Fined $2.85Million For False Merger Filing:' Dow Jones News 

Service, Mar. 30. 1999. Copy Supplied. 

"US FTC \1erger of Zencca and Astra, Two Significant Suppliers of 

Pharmaceuticals, Cleared with Conditions," M2 Presswire, Mar. 26, 1999. Copy 

Supplied. 

"Exxon. Mobil to Take Vote on Merger May 27," Oil & Gas Journa!, Mar. 22. 

1999, at 42. Copy Supplied. 

Nathanicl Harrison, "Intel and FTC Do a Deal," The Australian, Mar. 16, 1999 at 

51. Copy Supplicd. 

22 
27 

Darren Yates, "Merced Chips on the Boat," Sydney MOl'l1ing Herald (Australia). 

Mar. 16, 1999, at 6. Copy Supplied. 

Marcia Savage & Darryl K. Taft, "First Intel Settles, is Microsoft Next?"' 

Computer Reseller News, Mar. 15,1999. Copy Supplied. 

Tom Quinlan. "U.S. Antitrust Litigation Gets a Baer Hug," San Jose Mercury 

News & Business. Mar. 14,1999. Copy Supplied. 

"US FTC Review of Exxon/Mobil Merger to Focus on Competitive Effects and 

Risks to Consumers - FTC," A12 Presswire. Mar. 12. 1999. Copy Supplied. 

"Exxon, Mobil Chiefs Say Merger Fuelled By Increased Competition," AtX 

News. Mar. II, 1999. Copy Supplied. 

David Johnston, "Probing Exxon Mobil, FTC Eyes California Retail, Gulf Coast 

Product Lines," Platt's Oilgram News. Mar. II, 1999, at 1. Copy Supplied. 

"Also ... ," San Jose Mercury News (Caliji>rnia). \1ar. 11, 1999, 3C. Copy 

Supplied. 

"FTC's Baer: Low Oil Prices Affect Exxon-Mobil Merger Review," Dow Jones 

News Service, Mar. 10, 1999. Copy Supplied, 

"FTC Exxon-Mobil Review - 2: FTC Extends Investigation," Dow Jones News 

Service, Mar. 10, 1999. Copy Supplied. 

Charles Piller, "Regulators, Intel Settle Antitrust Case; Computers: Surprise Pact 

is Seen as a Victory for the Chip Maker, Which Admits to No Monopoly But 

Agrees Not to Pressure PC Manufacturers," Los Angeles Times, Mar. 9, 1999, at 

I. Copy Supplit:d. 

Stephen Lahaton, "Intel and the lJ .S. In Tentative Deal in Antitrust Case," The 

New York Times. Mar. 9, 1999, at I. Copy Supplied. 

"Tentative Settlement in Intel Suit; Deal Fuels Talk of Accord for Microsoft," 

Seattle Post-intelligenceI'. Mar. 09, 1999, at A I; also printed at "Hardware Stocks 

Love Intel's Move," CBS Market Walch. Mar. 8,1999; Cara Cunningham, "FTc' 

Intel Reach Proposed Settlement in Antitrust Case," Info World Daily News, Mar. 

8, 1999; Cara Cunningham, "FTC, Intel Reach Proposed Settlement in Antitrust 

Case," Info World Daily News. Mar. 8, 1999. Copies Supplied. 

"Intel, U.S. FTC Settle - 2 (FTC Says Proposal Would Resolve Complaint)," AFX 

News, Mar. 8, 1999: also printed at "Intel, U.S. FTC Settle - 2 (FTC Says 

Proposal Would Resolve Complaint)," Extel Examiner, Mar. 8, 1999. Copies 

Supplied. 

Marcia Savage, "Looking Inside Intel-- Folks Weary Of The Marathon Justice 

Department Probe Of Microsoft Had Better Steel Themselves: The FTC Is About 

To Open Its Inquiry Into Intel," Computer Reseller News. Mar. 8, 1999. Copy 

Supplied. 

"Monier Will Sell 3 Plants To Settle FTC Charges," The Wall Street Journal 

Europe, Mar. 4, 1999, at 5. Copy Supplied. 

23 
28 

"US FTC Monier Lifetile Will Sell Assets to Settle FTC Antitrust Charges," M2 

Presswire. Mar. 3, 1999. Copy Supplied. 

"Monier to Sell 3 Plants To Settle FTC Charges," The Wall Sireet Journal, Mar. 

3,1999, C12. Copy Supplied. 

Charles Piller, "Intel's Dominance Under Siege; A Confluence of Threats -

Ranging From Dropping PC Prices To a U.S. Federal Lawsuit - Could Mean the 

Microprocessor Giant's Days of Unchallenged Supremacy Are Numbered," 

National Post (Canada), Feb. 26, 1999, at CIS; also printed at Charles Piller, 

"The Cutting Edge; The Chips are Down; Intel Faces Serious Threat to Its 

Dominance; Government Changing Computing Landscape Pose Challenges," 

Los Angeles Times, Feb. 22, 1999, at I. Copies Supplied. 

Tom Quinlan, "Intel's Power is Put to the Test," San Jose J\;!ercwy News, Feb. 24, 

1999; also printed at Tom Quinlan, Article on FTC's lawsuit against Intel, San 

Juse A1ercury News, Feb. 21, 1999; Tom Quinlan, "Legal Challenges to Intel's 

Power Put FTC, Federal Judge in Pivotal Position," San Jose A1ercury News. Feb. 

21,1999, at IE, Copies Supplied, 

Jennifer Berry Hawes, "Generic Drug Price Hikes Challenged in S,C,;' The Post 

and Courier (Charlestoll. SC), Feb, II, 1999, at 01. Copy Supplied, 

Keith Perine & Thomas M. Burton, ·'U.S. Trade Agency Accuses Mylan of Trade 

Restraint, Seeks Penalty;' 17le Asian Wall Street Journal. Dec. 23, 1998, at 9, 

Copy Supplied. 

"FTC Files Lawsuit Against Drug Maker," The Express-Times (Easton, PA), Dec. 

22, 1998, at 05. Copy Supplied. 

"National Digest," Fort Worth Star-Telegram (Texas), Dec, 22, 1998, at 5, Copy 

Supplied. 

Sharon Bernstein, "Antitrust Regulators Crack Down on Health Industry; 

Consumers; In Latest Anti-Monopoly Move, FTC Will Seek S120 Million in 

Fines Against Drug Company Mylan." Los Angeles Times. Dec. 22, 1998, at AI. 

Copy Supplied. 

"US FTC Mylan, Generic Drug Maker, Charged with Restraint of Trade, 

Conspiracy & Monopolization," M2 Presswire, Dec. 22, 1998; "US FTC; Mylan. 

Generic Drug Maker, Charged With Restraint Of Trade, Conspiracy & 

Monopolization," M2 Presswire, Dec, 22, 1998. Copies Supplied. 

"Generic Drugmaker Mylan Accused of Price-Fixing;' The Miami Herald. Dec. 

22. 1998, at 3C. Copy Supplied. 

Robert Pear, "U.S. Will Sue Drug Maker Over Pricing," The New York Times, 

Dec. 22, 1998, at C I, Copy Supplied, 

"FTC Sues Mylan, Accuses Firm of Cutting Off Competition," The Oregonian 

(Portland. Oregon), Dec. 22, 1998, at C02. Copy Supplied. 

24 
29 

Teresa F. Lindeman, "FTC, States' Complaints Target Pittsburgh-Based Drug 

Company," Pittsburgh Post-Gazette, Dec. 22. 1998; also printed at Teresa F. 

Lindeman, "Mylan to Be Hit by FTC Complaint; U.S .• State Governments Charge 

Drug Maker with Trying to Comer Market on Certain Drugs," Pittsburgh PostGazette, Dec. 22, 1998, at E-1. Copies Supplied. 

Kevin G. DeMarrais, ''Federal Trade Commission Accuses Drug Makers of PriceFixing," The Record (New Jerse)~, Dec. 22, 1998; also printed at Kevin G. 

DeMarrais, "FTC Accuses Drug Makers of Price-Fixing Cambrex Cited in $120m 

Action," The Record (New Jerse»), Dec. 22, 1998, at BO I. Copies Supplied. 

Edward R. Silverman. "Mylan Labs Accused of Price Fixing," The Star-Ledrser 

(Newark, New Jersey), Dec. 22, 1998, at 59. Copy Supplied. 

Keith Perine & Thomas M. Burton, "Mylan Faces Charge of Trade Restraint--

FTC Asks $120 Million Fine Ovcr Sharp Price Rise For T\vo AnxieTY Drugs," 

The Wall Street Journal, Dec. 22, 1998. at A3. Copy Supplied. 

Mark Wigfield ... u.s. Regulator Accuses Mylan Of Overpricing," The Wall Street 

Journal Europe. Dec. 22. 1998. at 2. Copy Supplied. 

·'U.S. FTC charges Generic Drug Maker Mylan with Restraint of Trade," AFX 

News. Dec. 21, 1998. Copy Supplied. 

Anick Jcsdanun, "Government Accuses Generic Drug Maker of Anti-Competitive 

Practices," The Associated Press, Dec. 21, 1998; also printed at Anick lesdanun, 

"FTC Accuses Generic Drug :vtaker," Associated Press Online, Dec. 21, 1998. at 

Financial pages; Anick Jesdanun, "FTC Accuses Generic Drug Maker," 

Associated Press Online, Dcc. 21, 1998. at Financial pages; Anick Jesdanun, 

"Govemment Accuses Generic Drug Maker of Anti-Competitive Practices," The 

Associated Press State & Local IYire, Dec. 21, 1998; Anick Jesdanun, 

"Government Accuses Drug Maker of Anti-Competitive Practices," The 

Associated Press State & Local Wire. Dec, 21, 1998; Anick Jesdanun, 

"Government Accuses Generic Drug Maker of Anti-Competitivt: Practices," The 

Associated Pres,s State & Local Wire, Dec. 21, 1998: Anick Jesdanun, 

"Government Accuses Drug Maker of Anti-Competitive Practices," The 

Associated Press State & Local Wire, Dec. 21, 1998. Copies Supplied. 

"FTC/Mylan: FfC Alleges Mylan Tried to Comer Market," Dow Jones News 

Senice, Dec, 21, 1998; also printed at "FTC Will Seek Refunds From Myian 

Labs in Probe of Drug Price Boosts," Dow Jones Business News, Dec. 21, 1998. 

Copies Supplied. 

"Observers Debate Whether Megamergers are Good or Bad for Competition." 

Orlando Sel1finel (Florida). Dec. \3, 1998, at G 1. Copy Supplied. 

Tamara Lytle, "It Takes Much Paperwork to Make the Mergers Work," Orlando 

Sentinel (Florida), Dec. 13, 1998. at G I. Copy Supplied. 

George Leopold, "FTC, Intel Prep for Antitrust Trial.'· Electronic Engineering 

Times, Nov. 23, 1998. Copy Supplied. 

25 
30 

Jack Lucentini, "Antitrust Law Enforcement Key to Global Competition," 

Journal ofC'ol11111erce, Nov. 9. 1998. at 8A. Copy Supplied. 

"FTC Accepts Ahold/Giant Settlement," M2 Presswire, Oct. 21, 1998. Copy 

Supplied. 

Dawn Kopecki. "FTC OKs Ahold' s Purchase of Giant," The Washington Times, 

Oct. 21,1998, at B6. Copy Supplied. 

Siobhan Gorman & Shawn Zeller, "Around the Agencies," The National Journal, 

Oct. 17, 1998, at 2446. Copy Supplied. 

"FTC Upholds Ruling That Toys 'R' Us Stopped Club Sales," 17Je Wall Street 

Journal, Oct. 15, 1998, at 84. Copy Supplied. 

David Segal, ''Toys R Us Told to Change Its Tactics: FTC Says Methods Limited 

Manufacturers' Sales to Discounters," The Washington Post, Oct. 15, 1998, at 

C12. Copy Supplied. 

"FTC Wraps Up Record Year in Antitrust," .M2 Presswire, Oct. 9, 1998. Copy 

Supplied. 

"FTC Complaint Filed Over Irvine Tile Joint Venture," Los Angeles Times, Sept. 

23. 1998, at 1; also printed at Anne Marie Sqeo, "FTC Sues Over Irvine RoofingTile Partnership: The Deal Took Advantage of a Loophole in Antitrust Law, 

Officials Say," Orange COllnty Register (California), Sept. 23, 1998, at C02. 

Copies Supplied. 

"FTC Charges Lafarge, Boral Violated Antitrust Laws," M2 Presswire, Sept. 23, 

1998. Copy Supplied. 

"FTC Negotiates Settlements in Albertson's/Buttrey Merger," M2 Presswire, 

Sept. 23, 1998. Copy Supplied. 

Anne Marie Sqeo. "FTC Approves Albertson's Buttrey Deal," The Oregonian, 

Sept. 23, 1998. at COl. Copy Supplied. 

"Roofing-Tile Venture Charged With Violating Antitrust Provisions," The Wall 

Street Journal, Sept. 23, 1998. Copy Supplied. 

"Dentists In Puerto Rico Agree To Settle FTC Charges," M2 Presswire, Sept. 17, 

1998; also printed at "Dentists in Puerto Rico Agree to Settle FTC Charges That 

They Conspired to Fix Prices and Engaged in an Illegal Boycott Denying Dental 

Care to Residents of Puerto Rico," National Association of Attorneys General 

Antitrust Report. Sept.! Oct. 1998, at 22. Copics Supplied, 

Bob Wallace, "Car Dealers Adjusting To Life With Net," Computerworld, Aug. 

31, 1998, at I. Copy Suppl ied. 

Kalpana Srinivasan, "Drugmaker Agrees to Independence for Benefits 

Subsidiary," The Associated Press, Aug. 28, 1998; also printed at 

"Pharmaceutical Company Agrees to End Unfair Practices," The Associated Press 

State & Local Wire, Aug. 28, 1998; "Merck& Co .• FTC Reach Agreement On 

26 
31 

Unfair Practices," Dow Jones International News, Aug. 28, 1998. Copies 

Supplied. 

"U.S. FTC Merck- Medco Settles FTC Charges," M2 Presswire, Aug. 28,1998. 

Copy Supplied. 

Edward R. Silverman, "Merck Settles Antitrust Charges," The Star-Ledger (New 

Jersey). Aug. 28, 1998, at 53. Copy Supplied. 

Kalpana Srinivasan. "Merck & Co. To End Unfair Practices," Associated Press 

Online, Aug. 27, 1998. Copy Supplied. 

·'U.S. FTC Summit And Visx Settle FTC Charges Of Violating Antitrust Laws," 

M2 Presswire, Aug. 24, 1998; also printed at "Summit And Visx Settle FTC 

Charges Of Violating Antitrust Laws," Federal Trade Cummission, Aug. 21, 

1998. Copies Supplied. 

Lindsay Chappell, "FTC Enters Feud, Backs Web Sales," Press Journal (Vera 

Beach, FL), Aug. 15, 1998, at E5. Copy Supplied. 

Anne B. Williams, '·U.S. Auto Dealers Settle Internet Dispute," The Wall Street 

Journal Europe, Aug. 7, 1998, at 4; also printed at Anne B. Williams, 

"Technology Journal I Health: Auto Dealerships Settle FTC Charges Of Boycott 

Threat Over Internet Deals," The Wall Street Journal, Aug. 6, 1998, at 137. 

Copies Supplied. 

"U .S. FTC Auto Dealers In Northwest Threatened Chrysler With Illegal BoycottFTC Settles Charges:' M2 Pres,l"}vire, Aug. 6. 1998. Copy Supplied. 

"FTC Bars Boycott By Car Dealers; Settlement Reached In Threat To Chrysler; 

Over Practices Of Kellogg Dealership," Spokesman Review (Spokane, WA), Aug. 

6. 1998. Copy Supplied. 

'The FTC's Eager Sherriff:' Business Week, July 6. 1998. Copy Supplied. 

"Intel's New $1. 000 Chip Seen Offering Scant Relief For Giant's Woes:' Dow 

Jones Online News, June 29. 1998. Copy Supplied. 

"U.S. fTC Louisiana Group Of Doctors To Settle FTC Charges That It Fixed 

Prices," M2 Presswire, June 22. 1998. Copy Supplied. 

William J. Cook, et aI., "Boys, Boys, Play Fair Now," u.s. News & World 

Report, June 22, 1998. Copy Supplied. 

Tom Forcmski, "Major Anti-Trust Battle Looms After US Files Intel Complaint:' 

Reed Business Information Ltd. Eleclronics Weekly. June 17. 1998, at 12. Copy 

Supplied. 

Edward F. Molt7en. "AMO Ponders Fate After FTC Charges Intel -- Chip 

Competitor Could Benefit From Action." Computer Reseller News, June 15, 

1998. Copy Supplied. 

Karen Alexander, "The Other Antitrust Chief." Legal Times, June 15, 1998. 

Copy Supplied. 

27 
32 

"Intel Joins Microsoft in the Doek Latest Antitrust Case Will Examine if Other 

Rig Roy of the Computer Industry Has Behaved Like a Bully Boy," The Irish 

Times, June 12, 1998, at 61. Copy Supplied. 

John R. Wilke, et al. "Intel Will Fight U.S. Antitrust Charges -- Chip Maker 

Could Be Open to Further Action if Labeled a Monopolist," The Asian Wall Street 

Journal, June 10, 1998. at 10. Copy Supplied. 

"Anti-Trust 1\et Falls Over Intel," The Australian, June 10, 1998. at 34. Copy 

Supplied. 

"Intel President Says Firm Has Broken No Laws," Agence France Presse --

English, June 09, 1998. Copy Supplied. 

"Intel Gets FTC Slap Over Tactics, Firm Bullying Foes, U.S. Says," Arkansas 

Democrat-Gazette, June 09, 1998, at A I. Copy Supplied. 

Will Lester, "FTC Moves Against Computer Chip Maker," The Associated Press. 

June 9,1998; also printed at "FTC Moves Against Intel," Associated Press 

Online, June 09, 1998: Will Lester, "FTC Moves Against Intel," Associated Press 

Online, June 09, 1998; Will Lester, "FTC Moves Against Intel," Associated 

Press Online, June 09, 1998. Copies Supplied. 

"State Farm To Repay Auto Policyholders In 35 States, D.C.," Bismarck Tribune 

(North Dakota), June 9, 1998. at 1C. Copies Supplied. 

"FTC Opens Fire On Intel; Charged With Bullying Firms," The Boslon Herald, 

June 9,1998, at 25. Copy Supplied. 

"Intel Faces Antitrust Claim," Calgary Herald (Alberta, Canada), .lune 9, 1998, at 

09. Copy Supplied. 

Yochi Dreazen, "Antitrust Complaint Hits Intel," Charlotte Observer (North 

Carolina) . .June 9, 1998, at A I. Copy Supplied. 

"Agency Files Antitrust Suit Against Intel," Charleston Daily Mail (West 

Virginia), June 09, 1998, at P5A. Copy Supplied. 

Anne Gearan, "FTC Attacks Intel on Antitrust Ground," Chicago Sun-Times, lune 

9, 1998, at 45. Copy Supplied. 

"Intel Faces Antitrust Allegations; Firm Denies Wrongdoing; Analysts Minimize 

Impact," The Dallas Morning News. June 9, 1998, at I D. Copy Supplied. 

Yochi Dreazen, "Intel Faces Antitrust Complaint FTC Says It Held Back Rivals," 

Detroil [<)'ee Press. lune 9, 1998, at I E. Copy Supplied. 

"Intel Complaint Filed," The Ga=etle (Montreal, Quebec), June 9, 1998, at 05. 

Copy Supplied. 

James Rowley & Anne Marie Squeo, "Antitrust Agency Accuses Intel," The 

Globe and lvfail (Canada), June 9, 1998, at B 13. Copy Supplied. 

28 
33 

Mark Tran, "Intel Charged with Abuse of Its Power Over Patents; Mark Tran in 

New York Reports on the US Federal Trade Commission's Challenge to the 

World's Leading Chip-Maker," The Guardian (London), June 9, 1998, at 20. 

Copy Supplied. 

Brian Knowlton, "U.S, Moves to Sue Intel, Saying It Bullies Rivals; FTC Aecuses 

Chipmaker of Antitrust Violations," International Herald Tribune (Neuilly-surSeine, France), June 9, 1998, at 1. Copy Supplied. 

Charles Piller & Robert L. Jackson, "Intel Violates Antitrust Laws, FTC Suit 

Alleges," Los Angeles Times, June 9, 1998, at I. Copy Supplied. 

"Intel Abuses Its Monopoly Power in Violation of Federal Law," M2 Presswire, 

June 9, 1998. Copy Supplied. 

Yochi Drcazen, 'TTC Antitrust Complaint Filed Against Chip Makcr Intel," 171e 

Miami Herald, June 9, 1998, at AI. Copy Supplied. 

Joel Brinkley. "F.T.C. Sues Intel, Saying It Violated Antitrust Laws," 171e New 

York Times, June 9, 1998. at I. Copy Supplied. 

Jim Barnett, "Intel Accused of Abusing Monopoly the Complaint: Trade Officials 

Say Finn Bullied Clients, Denied Access To Data:' The Oregonian, June 9, 1998, 

at AO!. Copy Supplied. 

"Intel 'Uses Power As Club': U.S. Regulators File Suit Against Chip Maker," The 

Ottawa Citizen, June 9, 1998, at HI. Copy Supplied. 

"Feds: Intel Chipped Away at Competition," Philadelphia Daily News, June 9, 

1998, at 24. Copy Supplied. 

Yochi Dreazen, "First Microsoft, Now Intel Corp.: FTC Alleges Antitrust 

Activities! The Government Says the Giant Chip Maker Bullied Its Competitors; 

The Company Says It Followed the Rules," 17Je Philadelphia Inquirer. June 9. 

1998, at CO l. Copy Supplied. 

Tom Quinlan & Rory 1. O'Connor, "FTC Says Intel Abuses Monopoly Cutting 

Off Customers is at Basis of Its Complaint," San Jose Mercury News, at AI. 

Copy Supplied. 

Dan Frost, "FTC Sues Intel Corp. Over Tactics; Chipmaker Abused Power, Suit 

Claims," The San Francisco Chronicle, June 9, 1998, at AI. Copy Supplied. 

"Intel Defends Strategy Against Rivals: Regulators Say Chip Maker Has Misused 

Power; 2nd U.S. Action In A Month," St. Louis Post-Dispatch, June 9, 1998, at 

C6. Copy Supplied. 

James Rowley, "Intel Accused of Antitrust Violations in Chip Market," The StarLedger, June 9, 1998, at 39. Copy Supplied. 

James Rowley & Anne Marie Squeo, "FTC Accuses Intel of Unfair Practices," 

The Stuart News/Port St. Lucie News (Stuart, FL), June 9, 1998, at 86. Copy 

Supplied. 

29 
34 

'"FTC Moves Against Computer Chip Maker:' Telegraph Herald (Dubuque, L4), 

June 9,1998, at B5. Copy Supplied. 

John R, Wilke & Dean Takahashi, "Intel Is Hit With FTC Antitrust Charges --

Chip Maker Allegedly Hurt Competition in Moves Over Technology Rights," The 

Wall Street Journal, June 9, 1998, at A3. Copy Supplied. 

John R. Wilke & Dean Takahashi, "Intel Is Hit with Antitrust Charges -- U.S. 

Says Chip Maker Bullied Customers," The Wall Street Journal Europe, .fune 9, 

1998, at 3. Copy Supplied. 

Steve Young & Kitty Pilgrim, "FTC Files Against Intel, CNNfn," Cable News 

Network. Trading Places, June 9, 1998. Copy Supplied. 

"U.S. FTC/Intel: Alleges Intel Used Monopoly Power 'To Impede Innovation,'" 

AFX News, June 8, 1998; also printed at "U.S. FTC/Intel: Alleges Intel Used 

Monopoly Power 'To Impede Innovation,''' Extel Examiner, June 8, 1998. Copies 

Supplied. 

Anne Gearan. "FTC Moves Against Computer Chip Maker," The Associated 

Press, June 8, 1998; also printed at Anne Gearan, "FTC Moves Against Intel," 

Associated Press Online, June 08, 1998. Copies Supplied. 

Anne Gearan, "FTC Moves Against Intel," Associated Press Online, June 08, 

1998; also printed at Anne Gearan, "FTC Moves Against Intel," Associated Press 

Online, June 08, 1998; Anne Gearan, "Antitrust Case vs. Intel; FTC Votes To 

Bring Complaint," Chicago Sun-Times, June 8, 1998, at 1. Copies Supplied. 

"Intel-FTC," The Canadian Press, June 8, 1998, Copy Supplied, 

Scott Ritter, "FTC Cites Pattern of Unfair Rdaliation In Intel Case," Duw Jones 

News Serrice, June 8, 1998. Copy Supplied. 

Nancy Weil & Andy Santoni, "FTC Lodges Antitrust Complaint Against Intel," 

Info World Daily News, June 8, 1998. Copy Supplied. 

Y ochi Dreazen, "FTC Sues Intel, Charging It Sought to Injure Rivals," Knight 

Ridder/Tribune News Service, Knight Ridder Washington Bureau, June 8, 1998. 

Copy Supplied. 

"FTC Charges Intel with Abusing Monopoly Power," Newsbytes, June 8, 1998. 

Copy Supplied. 

"Intel Says FTC is Trying New Laws with Today's Complaint," Newsbytes. June 

8, 1998. Copy Supplied. 

James Rowley & Anne Marie Squeo, "Intel Accused of Antitrust Violations," 171e 

Seal/Ie Times, June 08, 1998. at A 1. Copy Supplied. 

"FTC Brings Complaint Against Intel," Chicago Tribune, June 8, 1998, at \. 

Copy Supplied. 

"Intel Ant-Trust Action," CNBC/Dow Jones Business Video, June 8, 1998. Copy 

Supplied. 

30 
35 

Beverly Schuch, "FTC re Intel, CNNfn," Cable News Network, In Play, June 8, 

1998. Copy Supplied. 

"'Federal Communications Commission News Briefing with FTC Bureau of 

Competition Director, William Baer, FTC Headquarters, Washington, DC, 2:40 

pm EDT," Federal News Service, June 8, 1998. Copy Supplied. 

James Rowley, "Compaq Purchase of Digital Approved," Austin AmericanStatesman, June 5, 1998, at D2. Copy Supplied. 

"Punishing Success." Oral1Ke County ReKister, June 5, 1998, at B08. Copy 

Supplied. 

"Compaq Purchase of DEC Approved," Telegram & Gazette (Massachusells), 

June 4, 1998, at E I; also printed at "Compaq Purchase of DEC Approvt:d:' 

Telegram & Gazette TYorcester, AIA, June 4, 1998, at E I. Copies Supplied. 

"Intel Accused of Unfair Competition" CBS Market Watch. June 2, 1998. Copy 

Supplied. 

"FTC's Top Lawyer Reportedly Asked Agency to File Suit Against Intel," Dow 

Jones Online News, June 2, 1998. Copy Supplied. 

"FTC Oregon Group of Institutional Pharmacies to Settle FTC Charges That It 

Fixed Prices," AI2 Presswire, May 22, 1998. Copy Supplied. 

"U .S. FTC Richard Parker Named Senior Deputy Director for Antitrust at Fcderal 

Trade Commission," M2 PresslVire, May 13, 1998. Copy Supplied. 

"U.S. FTC Kentucky Publisher and Mid-West Trade Association Settle FTC 

Charges, ,. _M2 Presswire. May 12, 1998. Copy Supplied. 

Remarks on FTC lawsuit against Intel, The NewsHour with Jim Lehrer, June 8, 

1998. Copy Supplied. 

"FTC Sues Intel Alleging Abuses its Monopoly Power:' National Association of 

Attorneys General Anti/rust Report, May I June 1998, at 9. Copy Supplied. 

"Oregon Group of Institutional Pharmacies to Settle FTC Charges that It Fixed 

Prices," National Association a/Attorneys (;eneral Antitrust Report, May I June 

1998, at 19. Copy Supplied. 

"Louisiana Group of Doctors to Settle FTC Charges That it Fixed Prices," 

National Association of Attorneys General Antitrust Report, May I June 1998. at 

21. Copy Supplied. 

"The Daily Health Care Market Wrap-Up:' Federal Filings Newswires, Apr. 20, 

1998. Copy Supplied. 

"FTC Seeks Block of Missouri Hospital Merger," Reuters Health Medical News, 

Apr. 20, 1998; also printed at ''Tenet: FTC Moves To Block Missouri Merger," 

American Health Line, Apr. 17, 1998; "California: News and Insight on Business 

in the Golden State; The State I Health; FTC Seeks to Stop Tenet's Purchase of 

Hospital," Los Angeles Times, Apr. 17, 1998, at 2; "FTC Seeks to Block Merger 

31 
36 

of Hospitals In Poplar Bluff, Mo.," The Wall Street Journal. Apr. 17, 1998, at 

B7F; "FTC Seeks To Rlock Merger of Two Missouri Hospitals," Dow Jones 

Online News, Apr. 16, 1998; "FTC Seeks to Block Merger of Two Missouri 

Hospitals," DOH' Jones News Service, Apr. 16, 1998. Copies Supplied. 

"FTC and Missouri Attorney General Seek to Block Merger of Only General 

Hospitals in Butler County:' M2 Presswire, Apr. 17, 1998. Copy Supplied. 

Sally Deneen. "Seeing the Light Laser Technology Ushers in a New Vision for 

Eye Surgery," South Florida Business Journal. Apr. 17, 1998, at 78. Copy 

Supplied . 

.lim Salter, "FTC, Attorney General Seek to Block Poplar Bluff Hospital Merger," 

The Associated Press, Apr. 16, 1998; also printed at Jim Salter, "FTC Seeks to 

Block Hospital Merger," Associated Press Online, Apr. \6, 1995. Copies 

Supplied. 

Anne Marie Squeo, "Antitrust Evidence Doesn't Quite Compute," The Times 

Union (Alban)!, Ny), Apr. 13, 1995, at CS. Copy Supplied. 

"FTC Bureau Director's Annual Report at ABA Antitrust Meeting," AI2 

Presswire, Apr. 6, 1998 

Peter Morton, "Loewen to Pay US $500, 000 Penalty for Takeover Violation," 

The Financial Post. Apr. I, 1998, at 5. Copy Supplied. 

Peter Morton, "Loewen to pay $500US, 000 penalty for takeover violation," 

Financial Post Daily. Apr. I, 1998, at 5. Copy Supplied. 

·'U.S. FTC Loewen Group to Pay Penalty to Settle Federal Charges of Hart-ScottRodino Act Violations," M2 Presswire, April I, 1998. Copy Supplied. 

·'U.S. FTC CVS to Pay $600, 000 Civil Penalty for Violating FTC Asset 

Maintenance Agreement," M2 Presswire, Mar. 30, 1998; also printed at "CVS 

Corp. to Pay S600, 000 Fine; The Company is Alleged to Have Removed 

Computerized Records From Drugstores It was Ordered to Divest During Its 

Acquisition of Revco.," Providence Journal-Bulletin (Rhode 11'1al1d), Mar. 28, 

1998, at I B. Copies Supplied. 

'Ticker: Drugstore Chain Fined $600, 000," Daily Press (Newport News, VA), 

March 28, 1998, at C8. Copy Supplied. 

Aaron Zitner, "FTC: Summit, Calif. Firm Illegal Partners; Says Consumers Were 

Overcharged $30M for Vision Surgery," The Bostol1 Globe, Mar. 25, 1998, at F I; 

also printed at "Feds Target Summit; Rival Visx Also Accused of Price-Fixing," 

The Bostol1 Herald. Mar. 25, 1998, at 26; Scott Ritter, "FTC Accuses Visx, 

Summit Technology of Fixing Prices for Laser Eye Surgery," The Wall Streef 

Journal. l'vlar. 25, 1998, at R9: "FTClVisx. Summit Tech-2: Consumers 

Overcharged By $30M," Dow Jones News Service, Mar. 24, 1998; "FTC Charges 

Price fixing By 2 Medical-Laser firms Hurt Consumers," Dow Jones Online 

News. Mar. 24, 1998. Copies Supplied. 

32 
37 

"FTC Charges Two Firms That Control the Market for Laser Eye Surgery with 

Price-Fixing Conspiracy," M2 Presswire, Mar. 25, 1998. Copy Supplied. 

"FTC Willard Tom Named to New Antitrust Post at Federal Trade Commission," 

M2 Presswire, Mar. 25. 1998. Copy Supplied. 

Scoll Herhold, "Eye Laser Price Fix Is Alleged by FTC; Visx. 2nd Firm: Agency 

Says Actions Overcharged Consumers by $30 Million Last Year," San Jose 

Mercury News, Mar. 25, 1998, at 1 C; also printed at Scott Herhold, "FTC 

Accuses Two Lasers Companies of Price Fixing on Eye Surgery." San Jose 

Mercury News, Mar. 25, 1998; Scott Herhold, "FTC Accuses Two of Price Fixing 

on Eye Surgery," San Jose Mercurv News, Mar. 24, 1998. Copies Supplied. 

Judith Vande Water, "FTC Accuses 2 Laser Firms of Fixing Eye Surgery Prices; 

Visx, Summit Stock Plunges, Though Visx Denies Charges;' St. Louis PostDispatch, \1ar. 25, 1998, at C2. Copy Supplied. 

"Feds Taking Closer Look at Mergers," Chicago Sun-Times, Mar. 16, 1998, at 51. 

Copy Supplied. 

Allene Symons, "Wholesalers Assess Next Move After FTC Nixes Mergers," 

Drug Store News. Mar. 16, 1998. at 3; also printed at "U.S. FTC Hobbles 

Cardinal Merger Bid," Columbus Dispatch (Ohio), Mar. 4. 1998, at 1 G; "Mergers 

- FTC to Fight Acquisitions by Two Drug Wholesalers," The Commercial Appeal 

(Memphis, TN), Mar. 4, 1998, at B4. Copies Supplied. 

'Dissecting the Deal With an Eye to Competition, L.S. Taking Keener Interest in 

Mega-Mergers," Pittsburgh Post-Gazelle. Mar. 15, 1998, at E-2.; also printed at 

Ralph Vartabedian, et aI., "Small Business; Feds Taking a Harder Look at MegaMergers; Antitrust: The Going Gets Tougher as Regulators Worry About Market 

Concentration. But Experts See No Slowdown In Deals," Los Angeles Times. 

Mar. II, 1998, at I. Copies Supplied. 

John George, "AmeriSource, FTC at Odds Over Merger," Philadelphia Business 

Journal. Mar. 13, 1998, at 1. Copy Supplied. 

Pradnya Joshi, "New Life in Antitrust I U.S. Challenging Mergers After Years of 

Little Scrutiny. A Look at the Consolidation Wave," Ncft'sday (New York), Mar. 

I l. 1998, at A04. Copy Supplied. 

"U.S. FTC Federal-Mogul Would Divest T &N's Bearings Assets as Part of 

Agreement with FTC," M2 Presswire. Mar. 9, 1998. Copy Supplied. 

"FTC Says No to Drug Mergers," CBS Market Watch. Mar. 4, 1998. Copy 

Supplied. 

"National and International News at a Glance," The Dallas l'vforning NeH's, Mar. 

4, 1998, at 20. Copy Supplied. 

"Phanna Wholesalers: FTC Getting Tougher on \1ergers," Dow Jones News 

Service. Mar. 4, 1998. Copy Supplied. 

33 
38 

"u.s. FTC Will Seek to Block Mergers of Nation's Four Largest Drug 

Wholesalers Into Two Companies," M2 Presswire, Mar. 4. 1998. Copy Supplied. 

David Morrow, '·F.T.C. Votes to Halt Two Big Drug Mergers;' The New York 

Times, Mar. 4, 1998, at 1. Copy Supplied. 

"FTC Fighting Merger of Drug Wholesalers," News alld Observer (Raleigh, NC), 

Mar. 4, 1998, at D I. Copy Supplied. 

"FTC Opposes Wholesaler Takeovers," Philadelphia Daifl' News, Mar. 4, 1998, 

at 18. Copy Supplied. 

"Thc FTC Moves to Block 2 Deals I The Four Biggest Drug Wholesalers, 

Including One in Valley Forge, Would Form Two Firms with 80 Percent of the 

Market," The Philadelphia Inquirer, Mar. 4, 1998, at COl. Copy Supplied. 

"FTC Seeks to Block Drug Mergers," Plain Dealer (Cleveland, Ohio), Mar. 4, 

1998, at 2C. Copy Supplied. 

"FTC Bans Mergers of Top Drug Firms," The Record (Bergen County, NJ), Mar. 

4, 1998, at B02. Copy Supplied. 

"FTC I3locks Mergers of Drug \Vholesalers," The Stuart News/Port St. Lucie 

News (Stuart, FL), Mar. '1, 1998, at C8. Copy Supplied. 

"U.S. Challenges Drug Mergers," Times-Picayune (New Orleans, LA). Mar. 4, 

1998, at C1. Copy Supplied. 

Scott Ritter, "FTC Votcs to Block 2 Proposed Deals with Drug Firms," The Wall 

Street Journal. Mar. 4, 1998, at 85. Copy Supplied. 

"McKesson, Cardinal Health, Bergen Brunswig, Amerisource; FTC Opposes 

Drug 'Wholesalers' Acquisition Tries," Chicago Tribune. Mar. 4, 1998, at 2. 

Copy Supplied. 

'Trade Commission Votes to Block Merger of Drug Wholesalers," The 

Associated Press, Mar. 3, 1998; also printed at "FTC Votes to Block Drug 

Mergers," Associated Pre:,,, Online. Mar. 03, 1998. Copy Supplied. 

"FTC Votes to Block Planned Mergers of Four Rig Drug \Vholesalers," Dow 

Jones Online News. Mar. 3, 1998: also printed at "FTC - Drug Mergers: Price 

Concerns Cited," Dow Jones News Service. Mar. 3, 1998. Copy Supplied. 

"U .S. FTC Stone Container Settles FTC Charges," A12 Presswire. Feb. 26, 1998; 

also printed at "Stone Settles Price-Fixing Charge," Chicago Sun- Times, Feb 25, 

1998, at 4. Copies Supplied. 

"U.S. FTC Settlement Would Preserve Competition in U.S. Market for HeartAttack Treatments," 1142 Pressl1'ire. Feb. 26, 1998. Copy Supplied. 

"U.S. FTC Rite Aid to Pay $900.000 in Civil Penalties for Failure to Divest 

Three Drug Stores," M2 Presswire. Feb. 26, 1998. Copy Supplied. 

34 
39 

"Rite Aid Agrees to Pay $900, 000 Penalty; The Drugstore Chain Missed the 

Deadline to Sell Two Stores in Maine and One in New Hampshire," Portland 

Press Herald (Maine), Feb. 26, 1998, at IB; also printed at "Rite Aid Pays $900, 

000 Federal Penalty," The Associated Press, Feb. 25, 1998. Copies Supplied. 

"Stone Container Rcachcs Settlement with FTC in Price-Fixing Case:' Dow Jones 

Online News, Feb. 25, 1998. Copy Supplied. 

·'U.S. FTC Lawyers Title Corporation Agrees to Divest 12 ''Title Plants" to Settle 

FTC Charges," M2 Presswire. Feb. 25, 1998. Copy Supplied. 

"FTC Drops Price-Fixing Charges:' The Denver Post, Feb. 20, 1998, at C-03. 

Copy Supplied. 

"FTC Colorado Physician Group to Settle FTC Charges," M2 Presswire. Feb. 20, 

1998. Copy Supplied. 

''Trade Panel Allows Paeifieorp Purchase of Energy Group PLC," The Oregonian. 

Feb. 19, 1998. at DO I. Copy Supplied. 

"U.S. FTC S.c. Johnson Agrees to Sell Assets to Settle FTC Charges," A12 

Presswire. Jan. 26, 1998; also printed at "FTC Clears S.c. Johnson Buy of Dow 

Chemical's DowBrands:' Dow Jones Online News, Jan. 23, 1998; "FTC Clears 

S.c. Johnson Buy of Dow Chemical's DowBrands," Dow Jones News Service, 

Jan. 23. 1998. Copies Supplied. 

"FTC Settles Its Case Against Sensormatie and Checkpoint Inc.," The Wall Street 

Journal. Jan. 23, 1998, at Al OC; also printed at "FTC Says Sensormatic. 

Checkpoint Systems Have Settled Ad Battles," Dow Jones Online News. Jan. 21, 

1998; "FTC Says Sensormatic, Checkpoint Sys Settle Ad Charges," Dow Jones 

News Service, Jan. 21, 1998. Copies Supplied. 

"U.S. FTC Electronic Article Surveillance System Manufacturers Settle FTC 

Charges," M2 Presswire, Jan. 22, 1998. Copy Supplied. 

Stacy Singer, "Sensormatic Settles with FTC Over Ad," SU11-Sentinel (Fort 

Lauderdale. FL), Jan. 22, 1998, at 10. Copy Supplied. 

"Cablevision-TCI Dcal OK'd." Daily Variety. Jan. 19,1998, at 18. Copy 

Supplied . 

.. us. FTC Cablevision Must Sell Cable Systems in Northern New Jersey:' M2 

Presswire. Jan. 19, 1998. Copy Supplied. 

Anne Marie Squeo, "Cablevision Deal Clears Antitrust Hurdle," The Star-Ledger 

(Newark. New Jersey), Jan. 17. 1998, at 25. Copy Supplied. 

"Port Has Third-Best Year," Tulsa World (Oklahoma), Jan. 17, 1998. Copy 

Supplied. 

John D. McClain, "Shell, Texaco Shed Assets to Win FTC Approval of $17B 

Partnership," The Daily Record (Baltimore. l'vfD.). Dec. 22, 1997, at 5. Copy 

Supplied. 

35 
40 

"Joint Ventures: Texaco, Shell Agree to FTC Demands:' National Journal's 

Daily Fnergy Briefing, Dec. 22, 1997. Copy Supplied. 

"Shell, Texaco Agree to Shed Some Assets," The Commercial Appeal (Memphis, 

TN), Dec. 20, 1997, at B3; also printed at "Shell, Texaco Get Antitrust OK with 

Asset Sales," The Financial Post, Dec. 20, 1997, at 26; Bill Mintz, "Federal 

Regulators Approve Shell Oil-Texaco Deal," The Houston Chronicle, Dec. 20, 

1997; Bill Mint.!:, "FTC OKs Shell Oil-Texaco Deal; Western Venture Requires 

Asset Sales," The Houston Chronicle, Dec. 20, 1997, at 1; John D. McClain, 

"Shell. Texaco Settle FTC Complaint," Associated Press Online, Dec, 19, 1997; 

Stephen Green, "FTC Orders Sale of San Diego Gas Stations for Shell, Texaco 

Merger," Copley News Service, Dec. 19, 1997; John 0, McClain, "Oil Giants 

Settle FTC Complaint," Associated Press, Dec. 19, 1997, Copies Supplied, 

Bruce Ingersoll, "CUC, HFS Merger Wins FTC Support with Sale of a Unit," The 

Wal! Street Journal, Dec, 18, 1997, at 86, Copy Supplied, 

John 0, McClain, "Food-Drink Merger Gets Tentative OK," Associated Press 

Online, Dec, 15, 1997; also printed at John D, McClain, "FTC Gives Tentative 

Approval for Huge Food-Liquor Merger." Associated Press, Dec, 15. 1997, 

Copies Supplied, 

"Dewar's Scotch, Bombay Gin and Bombay Sapphire Gin to Find New 

Corporate Homes Under FTC Agreement," National Association of Altorneys 

General Antitrust Report, November I December 1997, at 16. Copy Supplied, 

"Justice Still Seeks Restructuring to Solve Problems of Market Power:' Electric 

Utility Week. Dec. 15, 1997, at II. Copy Supplied. 

"Attorney Wants Antitrust Help tor New Players; DOl Says Tougher Laws 

Needed," Power Markets 11leek, Dec, 8, 1997, at 3. Copy Supplied. 

Ray Rivera, "Udall Joins Lawsuit Against Toys 'R' Us," Santa Fe New l'viexican, 

Dec, 02, 1997, at 0-1, Copy Supplied, 

Daniel Gross, "The Visible Hand:' CFO The Magazine for Senior Financial 

Executives, Dec, 1997, at 87-89, Copy Supplied, 

Judy Radler Cohen, "FTC's New Antitrust Pro:' Mergers and Acquisitions 

Report. Dec, 01,1997, Copy Supplied, 

Judy Radler Cohen, "The FTC Speaks: ADP Must Divest, and Soon:' Afergers 

and Acquisitions Report, Nov, 10, 1997. Copy Supplied, 

"FTC Puerto Rican Physicians Agree to Settle FTC Charges," M2 Presswire, Oct. 

6, 1997, Copy Supplied, 

Judy Radler Cohen, "Mediq's Universal Loss," Mergers and Acquisitions Report, 

Aug, 04, 1997, Copy Supplicd, 

"FTC Schnucks to Pay $3m, Divest Two Additional Stores to Settle FTC 

Charges," M2 Presswire, July 31, 1997, Copy Supplied, 

36 
41 

Anne Marie Squeo & James G. Neuger, "U.S., EU Meet Over Boeing 

Acquisition: Officials at Odds Over Merger with McDonnell Douglas," The 

Ottawa Citizen, July 14, 1997, at C2. Copy Supplied. 

"Boeing Does Not Favour Sale of Douglas Aircraft (0 Meet EU Merger 

Concerns," A.FX News July II, 1')')7. Copy Supplied. 

"EC Dismisses Douglas Divestiture, Sees Over-Ceiling Aid in U.S.," Aviation 

Daily, July II, 1997, at 62; also printed at Dina Temple-Raston, "Clinton Sending 

Delegation to Lobby for Boeing Merger," Seallle Post-lntelligencer, July 10, 

1997, at AI. Copy Supplied. 

"U.S. FTC Repeats Boeing/McDonnell Merger No Threat to Global 

Competitors," AFX News, July 10, 1997. Copy Supplied. 

"FTC Defends Boeing, McDonnell Merger OK," Auslin American-Statesman, 

July 10, 1997. at D7; also printed at "FTC Defends Decision to Allow BoeingMcDonnell Merger," Dow Jones News Service. July 10. 1997. Copies Supplied. 

"U,S, FTC Repeats Boeing/McDonnell Merger No Threat to Global 

Competitors," Extel Examiner, July 10, 1997. Copy Supplied. 

"Boeing May Be Asked to Try to Sell Unit," Fort Worth Star-Telegram (Texas), 

July 10, 1997, at3. Copy Supplied. 

Michele Kayal, "US Official Defends Boeing Deal to EU; FTC's Baer Disputes 

Brussels' Claims That Merger Will Hurt Competition," Journal ofCol1llJlerce, 

July 10, 1997, at A I. Copy Supplied. 

"EU Asks Boeing to Scli Douglas Jet Cnit; Despite FTC Approval Of The 

Merger, Europe Is Concerned That Competition Will Be Harmed," Orange 

County Register, July 10, 1997, at C03. Copy Supplied. 

"U.S. Jumping Into Eu-Boeing Dispute -- Clinton To Send Antitrust Delegation 

To Brussels," The Seatile Times, July 10, 1997, at EI. Copy Supplied. 

"European Union May Ask Boeing to Sell Off Mac's Douglas Aircraft Unit," St. 

Louis Post-Dispatch, July 10, 1997, at 07C; also printed at Anne Marie Squeo, 

"EU May Ask Boeing to Try to Sell Douglas Unit," The SlUart l'[ewsiPurl SI. 

Lucie News, July 10, 1997, at BII, Copies Supplied. 

Gene Kramer, "FTC Defends Decision to Allow Boeing-McDonnell Douglas 

Merger," Associated Press, July 9, 1997. Copy Supplied. 

Lorraine Woellert & Peter Kaplan, "EU Fears Could Hinder Boeing-McDonnell 

Move," lhe Washington Times, July 8, 1997. at 136. Copy Supplied. 

"The Federal Trade Commission Last Week," Aviation fYeek and Space 

Technolo~.;ry, July 7, 1997, at 18. Copy Supplied. 

Aaron Zitner, "Rulings Underscore Seeming Contradictions of Antitrust Law; But 

Officials Say There's Consistency in Deciding Which Deals to Block, Approve," 

The Boston Globe, July 4, 1997, at C I. Copy Supplied, 

37 
42 

"Staples Merger Blocked By Court; Judge Concludes Deal with Office Depot 

Could Limit Competition, Office Supplies," The Baltimore Sun, July I, 1997, at 

Ic' Copy Supplied, 

Tom Weisend, "Judge Axes Staples Deal," The Boston Herald, July I, 1997, at 

20; also printed at "Judge Blocks $4 Billion Merger of Staples Inc. and Office 

Depot," The Commercial Appeal (Memphis, TN). July 1,1997, at B8; "Staples 

Likely to End Deal for Office Dt:pol: Federal Judge Rules That The $4-Billion 

Proposal Violates Antitrust Laws and Requires Review," Los Angeles Times, July 

I, 1997, at I; Dale K. DuPont, "Ruling Trounces Office Depot Merger," The 

Miami Herald, July I, 1997, at 7B. Copies Supplied. 

Remarks on McDonnell Douglas-Boeing Merger, NBC - Professional, July I, 

1997. Copy Supplied. 

Julie Waresh, "Office Depot, Staples Merger May Be Dead;' Palm Beach Post, 

July I, 1997, at IA. Copy Supplied. 

James V. Grimaldi. "Approves Boeing Merger -- McDonnell Deal's Next Stop is 

Europe," The Seattle Times, July 0 I, 1997, at A I. Copy Supplied. 

David Beard, "FTC Judge Spikes Merger of Staples, Office Depot; 'Consumers 

Won Today' FTC Says," Sun-Sentinel (Fort Lauderdale, FL), July I, 1997, at lAo 

Copy Supplied. 

Anne Marriott, "Judge Blocks Staples-Office Depot Deal," The Washington 

Times, July I, 1997, at 86. Copy Supplied. 

Lauren Thierry, "Director of Competition from the Federal Trade Commission 

Discusses Office Depot/Staples Merger," Cable News Network, In the Game, July 

I, 1997. Copy Supplied. 

"McDonnell Douglas-Boeing Merger," CNBC/Dow Jones Business Video, July 

1, 1997. Copy Supplied. 

"The Nightly Business Report," Community Television foundation ofSoUlh 

Florida. Inc" The Nightly Business Report, July I, 1997. Copy Supplied. 

"Federal Trade Commission Holds News Conference on McDonnell DouglasBoeing Merger," FDCHeMedia, FDCH Political Transcripts, July 1, 1997. Copy 

Supplied. 

"FTC Applauds Court Opinion in Staples/ODP Case;' Federal Filil1g~ Business 

News. June 30,1997. Copy Supplied, 

Anne Marie Squeo, "Assets," Vie Record, June 19,1997, at BOI. Copy Supplied. 

Edward R. Silverman, "Regulators Trash ADP's Junkyard Deal," The Star-Ledger 

(Newark, New Jerse»). June 19, 1997, at 39. Copy Supplied. 

"ADP Agrees to Divest Assets Bought in '95 from Rival Autolnfo," The Wall 

Street Jou1'I1al, June 19, 1997, at B 12. Copy Supplied. 

38 
43 

Jill Dutt, "Risk Arbs Worried by Staples Case; Unexpected FTC Steps Called 

Threat to Profits," The 'Washington Post, June 05, 1997, at D02, Copy Supplied, 

Joseph Pereira & John R, Wilke, "Staples Faces FTC in Antitrust Showdown on 

Merger -- Despite Outcome, Office Depot Has Suffered From the Lengthy 

Battle," The Wall StreetJournal, May 19,1997, at B4. Copy Supplied. 

David Lawsky, "Merger Plan Goes to Court; Office Supply Giants Fight U.S. 

Government Bid to Stop Marriage," Calgw), Herald (Alberta, Canada), May 17, 

1997, at D4. Copy Supplied. 

Anne Marriott, "Staples Deal on Back Order: FTC Blocks Merger with Office 

Depot Superstore," The Washington Times, May 17, 1997, at C7. Copy Supplied. 

"Office Depot, Staples Fuel a Super Fuss; Challenge to Merger May End Up 

Breaking New Legal Ground; Loss of Competition Feared; FTC Says Huge 

Stores Charge More When Alone in a Market," The Baliimure Sun, Apr. 14, 1997, 

at 11 C. Copy Supplied. 

Bob Drummond, "Superstore Merger Could Change Rules," The Stuart 

News/Pori St. Lucie News (Stuart. FL), Apr. 10, 1997, at B I O. Copy Supplied. 

Chris Reidy, "Staples Fights FTC's Attempt to Block Dcal; Will Seek Ruling 

Before May 31 Deadline in Oftice Depot Merger," The Basion Globe, Apr. 8, 

1997, at DI; also printed at "Office-Supply Merger Heading To Court," The 

Philadelphia Inquirer, Apr. 8, 1997, at COS. Copies Supplied. 

"Let Your Fingers Do The Walking Through The Dex Pages?" The Columbian 

(Vancouver. WA.), Apr. 07, 1997, at I. Copy Supplied. 

"Staples, Office Dcpot Told to Try Again," HFN, Apr. 7, 1997, at 6. Copy 

Supplied, 

Bob Drummond, "FTC's Rejection of Office Depot-Staples Deal Could Have 

Implications for All Superstores," Bl{ffalo News (New York), Apr. 6, 1997, at 19B. 

Copy Supplied. 

Liz Bowie, "No Merger for Staples, Office Depot; FTC Rejects Plan by Nation's 

Largest Office Superstores; Second Denial in a Month; Lack of Competition 

Equals Higher Prices, Commission Says," The Baltimore Sun, Apr. 5, 1997, at 

11 C. Copy Supplied. 

SteffGelston, "Staples Merger Rejected Antitrust Fears Behind FTC Vote," 

Bangor Daily News (Maine), Apr. 5, 1997; also printed at "Staples Merger Dealt 

Major Blow: Staples Deal Blocked Again," The Boston Herald, Apr. 5, 1997, at 

14; "FTC Votes to Reject Staples' Purchase of Office Depot, Panel Says 

Compromise Pact Wouldn't Resolve Antitrust Issues, Firms' Executives Express 

Shock," Los Angeles Times, Apr. 5, 1997, at I; Dale K. DuPont, "FTC Rejects 

Officc Depot, Staples Merger," The lvliami Herald, Apr. 5, 1997, at I C; "Federal 

Trade Commission Nixes Staples and Office Dcpot Merger," The Oregonian 

(Portland, Oregoll), Apr. 5, 1997, at C07; "FTC Rejects Staples - Office Depot 

Merger," Tampa Tribune (Florida), Apr. 5,1997, at 1; "FTC Says No to Staples, 

59 
44 

Office Depot, Court Fight "Highly Likely, '" Telegram & Gazette 

(Massachusetts). Apr. 5, 1997, at A I. Copies Supplied. 

Aaron Zitner & Chris Reidy, "Staples' $4 Billion Merger Rejected, Deal with 

Office Depot Would Mean Higher Prices, FTC Says," The Boston Globe, Apr. 5, 

1997, at A I; also printed at "FTC Aims to Block Merger," AIi1waukee Journal 

Sentinel (Wisconsin), Apr. 5,1997, at I; Terrence L. Johnson, "PTC Blocks 

Orfice Depot, Staples Deal, Agency Worried About Higher Retail Prices," Plain 

Dealer (Cleveland. Ohio). Apr. 5, 1997, at lC; Alice Ann Love, "FTC Will Sue to 

Stop Staples-Office Depot Merger," Associated Press. Apr. 4. 1997. Copies 

Supplied. 

"Staples, Office Depot Merger Rejected," Calgary Herald (Alberta, Canada), 

Apr. 5, 1997, at B 13; also printed at "Office Supply Merger Rejected," Knoxville 

News-Sentinel (Tennessee), Apr. 05,1997, at C8: "Scaled-Down Merger Proposal 

for Staples, Ot1ice Depot Rejected," the Record (Kitchener-Waterloo, Ontario), 

Apr. 5, 1997, E8; "Office Depot Merger Vetoed," The Toronto Star, Apr. 5, 1997, 

at C7; "Office Depot Merger Vetoed," 7YJe Torontu Star, Apr. 5, 1997, at C7; 

"Peds Reject Staples, Office Depot Merger Plan," Chicago Sun-Times, Apr. 4, 

1997, at 4; Alice Ann Love, "Government Rejects Restructured Staples Merger," 

Associated Press. Apr. 4, 1997. Copies Supplied. 

David Pauly, "Axe-Wielder AI Dunlap Keeps Analysts Guessing," The Gazette 

(Montreal, Quebec), Apr. 5, 1997, at D2. Copy Supplied. 

"FTC Rejects Merger ofO[fi~e Depot and Staples; Antitrust Concerns Cited in $4 

Billion Acquisition," Morning Call (Allentown. PA), Apr. 5, 1997, B24. Copy 

Supplied. 

"Pilots Union Leaders OK American Contract," News and Observer (Raleif.!;h, 

NC), Apr. 5, 1997, at Dl. Copy Supplied. 

Anne Marie Squeo, "Office-Supply Merger Rejected," 771C Patriot Ledger 

(Quincy. 1.£4). Apr. 5,1997, at 21. Copy Supplied. 

"Washington - The Government Will Go To Court Next Week," San A 11to11io 

hpress-News. Apr. 5, 1997, at I. Copy Supplied. 

"FTC Opposition to Office Depot Deal Shows Change in Antitrust Approach," 

The Seattle Times. Apr. 05, 1997, at C 1. Copy Supplied. 

David Altancr, "FTC Ruling Rips Staples Out of Deal; Rejection Could Slow 

Mergers of Superstores," Sun-Sentinel (Fort Lauderdale, iLl. Apr. 5, 1997, lAo 

Copy Supplied. 

David Segal, "FTC Rejects Staples-Office Depot Merger; Proposed Sale of 63 

Stores to Rival Pails to End Antitrust Concern," The Washington Post, Apr. 05, 

1997, at HOI. Copy Supplied. 

"FTC Says No to Staples, Office Depot; Court Fight 'Highly Likely,'" Worcester 

Telegram & Gazette, Apr. 5,1997, at AI. Copy Supplied. 

40 
45 

Alice Ann Love, "Staples, Office Depot Mulling Whether to Defend Merger in 

Court," Associated Press, Apr. 5, 1997. Copy Supplied. 

David Young. "FTC Again Rejects Plan for Office-Supply Chain Merger," 

Chicago hibune. Apr. 5, 1997, at 1. Copy Supplied. 

'The Nightly Business Report:' Communily Television Foundation a/South 

Florida, Inc., Apr. 4, 1997. Copy Supplied. 

"Federal Trade Commission holds a New Conference to Announce it Rejected A 

Proposed Settlement in the Merger between Staples and Office Depot," 

FDCHeAfedia, IIlC., FDCH Political Transcripts, Apr. 4, 1997. Copy Supplied. 

"FTC, Staples/Office Depot: Seen Filing In Court Next Week," Dow Jones News 

Service, Apr. 4, 1997. Copy Supplied. 

"FTC Again Rejects $4.3 Billion Staples-Office Depot Merger," Dow Jon!?s 

Online News, Apr. 4, 1997. Copy Supplied. 

"FTC's Baer: Sees No Settlement to Staples/ODP Deal," Select Federal Filings 

Newswires: Dow Jones News\1·ire. Apr. 4, 1997. Copy Suppl ied. 

"Sell 63 Stores," TIle Union Leader (,Manchester. NH). Mar. 14, 1997. Copy 

Supplied. 

Anne Marie Squeo, "Staples Heads Off Court Action by Reaching Deal with 

Officemax." South Bend Tribune (Indiana). Mar. 13, 1997, at B8. Copy Supplied. 

"Staples Agrees to Sell 63 Stores to Officemax; 4 in Baltimore Involved in 

Antitrust Deal," The Baltimore Sun. Mar. 13, 1997, at 2C. Copy Supplied. 

James F. Peltz, "Office Depot, Staples to Sell 63 Stores to Resolve Antitrust 

Issues; Agreement with Rival Officcmax Follows the Decision by Regulators to 

Challenge the $4-Billion Deal," Los Angeles Times, Mar. 13. 1997, at L Copy 

Supplied. 

Anne Marie Squeo. "Staples Lines Up Store Sales to Save Office Depot Deal," 

The Oregonian (Portland, Oregon), Mar. 13, 1997, at r02; also printed at 

"Staples Selling 63 Stores in Bid to Win Merger Nod," The Star-Ledger (Newark, 

New Jersey). Mar. 13, 1997, at 42. Copies Supplied. 

"Staples to Sell Officemax 63 Stores," The Record. Mar. 13, 1997, at B03. Copy 

Supplied. 

Anne Marie Squeo, "Staples to Sell 63 Stores to Rival Officemax," The Stuart 

News/Port St. Lucie News (Stuart, FL). Mar. 13,1997, at B6. Copy Supplied. 

"Deal Sets Up Office Depot, Staples Union," Tampa Tribune (Florida). Mar. 13, 

1997. at 1. Copy Supplied. 

"Staples Has Hope of Deal; Sell 67 Stores to Get Office Depot," Telegram & 

Gazette (Massachusetts), Mar. 13, 1997, at E I; also printed at "Staples Has Hope 

of Deal; Sell 67 Stores to Get Office Depot," Worcester Telegram & Gazette, 

Mar. 13, 1997, at El. Copies Supplied. 

41 
46 

"Staples Store to Open Here; FTC Blocks Merger Deal," South Bend Tribune 

(Indiana), Mar. I L 1997, at C6; also printed at Mickey H. Gramig, "FTC Moves 

to Block Office Retail Merger," Hie Atlama Journal-Constitution, Mar. 11, 1997, 

at lD; "Office Supply Deal Hits a Roadblock; FTC Wants Court Ordcr Halting 

Merger of Office Depot, Staples Until Inquiry," The Atlanta Journal-Constitution, 

Mar. 11, 1997, at lD; Alice Ann Love, "Hole Punched in Staples, Office Depot 

Deal," Austin American-Statesman. Mar. II, 1997, at Dl; '·U.S. Blocking StaplesOffice Depot Merger," Calgary Herald (Alberta, Canada), Mar. 11, 1997, at C8; 

Alice Ann Love, "Staples Merger Comes Unglued," Charleston Gazette (West 

Virginia), Mar. II, 1997, at P5D: Alice Ann Love, "FTC Putting Office Depot 

Buy On Hold," Chicago Sun-Times, Mar. 11, 1997, at 47; Alice Ann Love, 

"Staples-Office Depot Merger Blocked Chain to Fight FTC's Moves to Scuttle 

$48 Deal," The Daily Record (Baltimore, MD.). Mar. 11, 1997, at 7: "FTC Stalls 

Office Depot Merger Plan," The Dallas Morning News, Mar. 11, 1997, at 1 D. 

Copies Supplied. 

John M. Broder, "Staples, Office Depot Merger Opposed; FTC Asks Federal 

Court to Block Acquisition Because of Antitrust Violations," Intelligencer 

Journal (Lancasler, PA.), Mar. II, 1997, at B-6. Copy Supplied. 

Phyllis Plitch, "U.S. Regulator to Pursue Halt of Staples-Office Depot Merger," 

The Asian Wall Street Journal, Mar. I L 1997. at 2. Copy Supplied. 

Liz Bowie, "FTC to Fight 2 Superstores' Merger Bid; Higher Prices Feared; 

Staples. Office Depot to Contest U.S. Move; Stocks of Both Drop; Agency Says 

Buyers Gain from Competition Between 2 Companies," The Baltimore Sun, Mar. 

11.1997, at IC. Copy Supplied. 

"Staples' Purchase Blocked FTC Votes Down Plan to Buy Office Depot," Bangor 

Daily News (Maine). Mar. 11. 1997. Copy Supplied. 

SteffGelston, "Staples to Fight FTC No Merger Decision," The Boston Herald. 

Mar. I I, 1997, at 18. Copy Supplied. 

Steve Bailey & Steven Syre, "For FTC, A Question of Market Power; Agency 

Seen Becoming More Assertive in Examining Mergers," The Boston Globe, Mar. 

11. 1997, at 01. Copy Supplied. 

Anne Marie Squeo, "Staples Vows Legal Battle Against FTC," The Chattanooga 

Times (Tennessee). Mar. 11, 1997, at A12. Copy Supplied. 

Anne Marie Squeo, "Merger - FTC Says NO to Staples, Office Depot," The 

Commercial Appeal (Memphis, TN), Mar. II. 1997, at 84. Copy Supplied. 

Peter Morton, "FTC blocks US$ 4B Staples, Office Depot merger," The Financial 

Post (Toronto, Canada), Mar. II, 1997, at 4; also printed at Peter Morton, "FTC 

blocks $4B USD Staples, Office Depot merger," Financial Post Daily, Mar. 1 \, 

1997, at 4; .lames T. Madore, "Feds Seek to Bar Superstore Merger J StaplesOffice Depot Marriage Would Stifle Competition, FTC Says," Newsday (New 

York), Mar. 1 J, J997, at A39; Alice Ann Love, "Largest Office Supply Retailers 

Won't Merge if FTC Can Help it," The Oregonian (Portland Oregon), Mar. 11, 

1997, at 801; "Staples Merger Hits Unexpectt:d Bump; The Federal Trade 

Commission Says Consumer Prices Would Rise if Staples Merges with Office 

42 
47 

Depot," Orlando Sentillel (Florida), Mar. 11, 1997, at B 1; "Office-Supply Finn 

Merger On Hold Pending Investigation," The Ottawa litizen. Mar. II, 1997, at 

C4; "Office Supply Deal Opposed," The Pantograph (Bloomington, IL), Mar. II, 

1997, at CI; ''FTC Will Ask Court to Delay Staples Merger," The Patriot Ledger 

(Quincy, MAJ, Mar. II, 1997, at 10; "Trade Commission Blocks Merger of Office 

Supply Giants," The Record (Kitchener- Waterloo, Ontario), Mar. 11, 1997, at C6; 

"Washington - Thc Government Moved to Block a Merger Between," San 

Antonio Express-News, Mar. 11, 1997, at II; "FTC Might Shred Merger of Office 

Depot and Staples," Times-Picayune (New Orleans, LA). Mar. II, 1997, at C3; 

Annt: Marriott, "Superstore Merger Stalled; FTC to Seek Court Injunction 

Against Staples, Office Depot;' The Washington Times, Mar. 11, 1997, at B7. 

Copies Supplied. 

Anne Marie Squeo, "FTC Blocks Acquisition Of Office Depot; The Agency Says 

The Purchase By Staples Would Violate Antitrust Laws," Fort Worth StarTelegram (Texas), Mar. 11, 1997, at 1; also printed at James McNair & Alina 

Matas, "FTC Vetoes Office Depot, Staples Merger Agency Says Union Of 

Superstores Would Raise Prices," The Miami Herald, Mar. II, 1997, at 7B; "FTC 

Nixes Staples, Office Depot Deal," Telegram & Gazelle (Afassachusells). Mar. 

11. 1997, at E 1. Copies Supplied. 

David Pauly, "Trust-Busters Block Staples-Office Depot Merger Plan," The 

Gazelle (Montreal, Quebec), Mar. 11, 1997, at E4. Copy Supplied. 

"US FTC Will Seek to Block Staples/Office Depot Merger," M2 Presswire, Mar. 

II, 1997. Copy Supplied. 

John M. Broder, ·'F.T.c' Against Staples Deal to Buy Rival;' The New York 

Times, Mar. 11, 1997, at 1. Copy Sllpplied. 

"FTC Rejects Staples/Office Depot Merger:' NelVsbvtes, Mar. II, 1997. Copy 

Supplied. 

David Lawsky, "FTC Opposes Merger of Office-Supply Giants, It Will Seek an 

Injunction; Staples and Office Depot Deny That the Deal Would Result in Higher 

Prices," The Philadelphia Inquirer. Mar. II, 1997, at CO I; also printed at "U.S. 

Rejects Staples, Office Depot Merger Trade Agency Says Deal Would Roost 

Prices," The Toronto Star. Mar. 1 L 1997, at B8. Copies Supplied. 

David Altaner, "FTC Rejects Office Depot Merger Regulators Say Staples Match 

Would Hurt Consumers; Stores Vow To Fight," Sun-Sentinel (Fort Lauderdale, 

FL), Mar. 11, 1997, at !D. Copy Supplied. 

John R. Wilke & Joseph Pereira, "FTC Votes to Bar Staples' Bid for Rival --

Office Depot Deal to Lift Prices, Agency Claims; Court Fight is Expected:' The 

Wall Street Journal. Mar. II, 1997, at A3. Copy Supplied. 

John R. Wilke & Joseph Pereira, "U.S. Regulator Seeks to Block Staples-Office 

Depot Merger," The Wall Streef Journal Europe, Mar. 11, 1997, at 3. Copy 

Supplied. 

43 
48 

Margaret Webb Pressler, "Office Depot, Staples Blocked in Merger Bid; Antitrust 

Showdown on 'Superstores' Looms," The Washington Post, Mar. 11, 1997, at 

AOl. Copy Supplied. 

"FTC Nixes Staples, Office Depot Deal," Worcester Telegram & Gazette, Mar. 

II, 1997, at El. Copy Supplied. 

Alice Ann Love, "Move to Block Staples-Office Depot Merger Seen as 

Bellwether," Associated Press, Mar. 11, 1997: also printed at John Schmeltzer, 

"U.S. Clips MergerofOftice Suppliers," Chicago 7hbune. Mar. II, 1997, at I; 

Alice Ann Love, "FTC to Block Home Depot Buy," Chicago Sun-Times. Mar. 10, 

1997, at 4; "FTC Votes To Prevent Merger of2 Largest U.S. Office Supply 

Retailers." Chicago Tribune, MaLlO, 1997, at 3C. Copies Supplied. 

"The Nightly Business Report," Community Television Foundation ojSouth 

Florida, Inc., Mar. 10, 1997. Copy Supplied. 

"US Regulatory Agency Opposes Staples-Office Depot Merger," Agence France 

Presse -- English. Mar. 10, 1997. Copy Supplied. 

"Staples/Office Depot: FTC Says Buy Violates Antitrust Laws," Dow Jones News 

Service. Mar. 10, 1997. Copy Supplied. 

"US FTC Moves to Block Staples-Office Depot Merger," Xinhua lVews Agency, 

Mar. 10, 1997, Copy Supplied. 

"FTC: German, Brazilian Piston Mfgs Settle Antitrust Charges," Dow Jones News 

Senice, Feb. 27, 1997. Copy Supplied, 

"Company Town: Turner-Time Warner Merger a Done Deal (Unless It's Not); 

Media: Federal Trade Commission is Checking to See if There is Any Reason to 

Vacate Its Preliminary Approval:' Lus Angeles Times, Feb. 5, 1997, at 4. Copy 

Supplied. 

"Federal Trade Commission: FTC Settles Charges with American Cyanamid," M2 

i'resswire, Jan. 31,1997. Copy Supplied. 

Jerri Stroud, "Cyanamid 1'0 Pay For Fixing Prices; States Due $7.3 Million From 

Chemical Firm," St. Louis Post-Dispalch, Jan, 31, 1997, at I C. Copy Supplied. 

"Amer Home Pdts Unit, FTC OKs Settlement In 4-1 Vote," Dow Jones News 

Service. Jan. 30, 1997. Copy Supplied. 

"Federal Trade Commission: FTC Obtains Relieffor Health Care Consumers in 

California County," M2 Pres.IH'ire, Jan. 30, 1997. Copy Supplied. 

Joann Muller & Aaron Zitner, "Daunting Task: Gringing TI and IIughes Into 

Fold," The Boston Globe, Jan. 2 L 1997, at C 1. Copy Supplied. 

John R. Wilke, "Novartis Must Share Genetic Research -- in Sandoz, Ciba-Geigy 

Pact, U.S. Blocks a Monopoly That Doesn't Exist," The Asian Wall Street 

Journal, Dec. 19, 1996, at 11; also printed at John R. Wilke, "WSJ: Switzerland 

Novartis Forced to Share Gene Technology," Dow Jones International News, 

Dec. 18, 1996; "U,S. Forces ,'\Jew Drug Giant to Share Genetic Research -- In 

44 
49 

Sandoz, Ciba-Geigy Pact, FTC Blocks a Monopoly That Doesn't Yet Exist," The 

fVall Street Journal, Dec. 1 S, 1996, at B4. Copies Supplied. 

'·F.T.C., Gaining Concessions, Approves Swiss Drug Merger," The New York 

Times. Dec. 18, 1996, at 7; also printed at Edward R. Silverman, "FTC Approves 

Ciba-Sandoz Merger," The Star-Ledger (Newark, New Jersey). Oec. 18, 1996, at 

51. Copies Supplied. 

Marcy Gordon, "FTC Clears Way for Merger of Swiss Giants Ciba-Geigy and 

Sandoz," The Associated Press, Dec. 17, 1996; Marcy Gordon, "FTC Clears Way 

for Merger of Swiss Giants Ciba-Geigy and Sandoz," The Associated Press, Dec. 

17, 1996; \1arey Gordon, "Precede Basel, Switzerland U.S. Clears Way for 

Merger of Swiss Giants Ciba," Associated Press Worldvtream, Dec. 17, 1996; 

Marcy Gordon, "Precede Basel, Switzerland U.S. Clears Way for Merger of 

Swiss Giants Ciba," Associated Press Worldstream, Dec. 17, 1996. Copies 

Supplied. 

Kevin G. DeMarrais, "ADP Hit With Trade Complaint; May Have To Shed Fair 

Lawn Firm;' TIle Record, Nov. 15, 1996, at BOI. Copy Supplied. 

John R. Wilke, "FTC Charges ADP Formed a Monopoly in the Junk Business --

Agency Says Autolnfo Deal Forms Computer Network That Dominates Market," 

The Wall Street Journal. Nov. 15, 1996, at A4. Copy Supplied. 

"FTC Challenges Automatic Data Processing's Autolnfo Deal," Dow Jones News 

Service, Nov. 14, 1996. Copy Supplied. 

"CWSJ): U.S. FTC Seen Trying to Speed Challenges to Mergers," Capital 

lvfarkets Report. Sept. 18, 1996. Copy Supplied. 

Bryan Gruley, "FTC, Heeding Companies' Complaints, Moves to Speed Its 

Challenges to Mergers," The Wall Street Journal, Sept. 18, 1996, at A3. Copy 

Supplied. 

"Baer In Mind." Corporate Col1lrol Alert, .Iuly 1996. Copy Supplied. 

"Week In Review; The Nation; Turner, Time Warner Deal Gets Go Ahead," 

Richmond Times Dispatch (Virginia). July 21, 1996, at F-2. Copy Supplied. 

Jeannine Aversa. "Turner, Time Warner Clear Federal Hurdle; Regulators, 

Companies Agree on Merger Plan with Some Concessions," Austin AmericanStatesman (Texas), July 18, 1996, at D 1; also printed at The Bismarck Tribune. 

July 18, 1996; "Strings Attached to $7.5 Billion Deal with Turner:' Charleston 

Gazette (West Virginia) July 18, 1996, at P7B; "FTC Backs Deal;' The 

Challanooga Times (Tennessee), July 18, 1996 at E8; Jeannine Aversa, 

"Regulators Clear Time Warner-Turner DeaL" The Associated Press, July 17, 

1996. Copies Supplied. 

Jeannine Aversa, ''reds Tentatively OK Time Warner Merger," The Commercial 

Appeal (Memphis), July 18, 1996, at 7B. Copy Supplied. 

-'FTC Staff Approves Merger; Time Warner-Turner Deal Nears Completion:' 

Fori fYorlh Slar-Telegram (Texas), July 18,1996, at I. Copy Supplied. 

45 
50 

Mark Landler, "An Accord That Could Help Murdoch," The New York Times, 

July 18, 1996, at 7. Copy Supplied. 

Joseph Pereira & Bryan Oruley, '-Clout or-rays 'R' Us is Key to U.S. Suit," The 

Asian Wall Street Journal, May 27, 1996, at 11, Copy Supplied. 

"Toy Giant Accused of Unfair Trade," The Advertiser, !\1ay 24, 1996. Copy 

Supplied. 

Joseph Pereira & Bryan Oruley, 'Toys: Relative Power of Toys 'R' Us is Central 

to Suit," The Wall Street Journal, May 24, 1996, at B I. Copy Supplied. 

Bryan Oruley & Joseph Pereira, ·'U.S. to Investigate Toys 'R' Us for Allegedly 

Inflating Prices," The Wall Streel Journal Europe, May 24, 1996, at 5. Copy 

Supplied. 

"Toys 'R' Us Charged with Price Fixing," Calgary Herald (Alberta, Canada), 

May 23,1996, at D12. Copy Supplied. 

Darlene Superville, "Antitrust Charges Hit Toys' R' Us," Chicago Sun-Times, 

May 23, 1996, at 49. Copy Supplied. 

"FTC Says Toy Seller Pressured Suppliers; Toys 'R' Us Says it Will Contest 

Charges," Chicago Tribune, May 23, 1996, at 1. Copy Supplied, 

Remarks on FTC action against Toys 'R' Us, Burden o/'Proof, CNN, May 23, 

1996. Copy Supplied. 

Bob Drummond, ''FTC Says Toys 'R' Us Not Playing Fair on Price," The 

Commercial Appeal (Memphis), May 23, 1996, at A 1. Copy Supplied. 

"Toys 'R' Us Violated Fair Play, ' FTC Says," The Dallas Morning News, May 

23, 1996, at 1D. Copy Supplied. 

Janet L Fix, "No Toying Matter FTC Says Retailer Conspires to Control Supply, 

Fix Prices," Detroit Free Press, May 23, 1996, at 1 E. Copy Supplied. 

Peter Morton, -Toys 'R' Us Charged with Using Clout to Fix Prices," 771e 

Financial Post (Toronto, Canada), May 23, 1996, at 3. Copy Supplied. 

"Toys 'R' Us Charged with Using Clout to Fix Prices," Financial Post Daily, 

May 23, 1996, at 3. Copy Supplied. 

"Toys 'R' Us Faces U.S. Anti-Trust Inquiry: Firm Accused of Inflating Toy 

Pri~es," The Gazelle (Alol1freal, Quebec), May 23, 1996, at E I. Copy Supplied. 

Darlene Superville, -'FTC: Toys 'R' Us Not Playing Fair if Competition Cut Out 

of Market," The Herald-Sun (Durham, NC). May 23, 1996, at A 1. Copy Supplied. 

George White, "Not Playing Fair?; Toys 'R' Us to 'Vigorously Contest' Antitrust 

Allegations;' Los Angeles Times, May 23, 1996, at 1. Copy Supplied, 

Glenn Collins, "Few Price Changes Seen for Buyers," The New York Times, May 

23, 1996, at 7. Copy Supplied. 

46 
51 

Christopher Drew, "Toys 'R' Us Charged with Blocking Sales to Discounters." 

The New York Times, May 23.1996, at 1. Copy Supplied. 

James Bernstein, "War [n Toyland I Toys 'R' Us Unfairly Keeps Prices High, 

Feds Charge," Newsday (New York), May 23,1996, at A03. Copy Supplicd. 

"FTC Says Toys 'R' Us Does Not Play Fair," The Oregonian (Portland. Oregon), 

May 23. 1996. at EO I. Copy Supplied. 

"FTC: Toys 'R' Us Not Playing Fairly; Charge Claims Company Stymied 

Competition," Orlando Sentinel (Florida), May 23, 1996, at B 1. Copy Supplied. 

Sharon Walsh, ''Toys "R" Us Accused of Hogging Hottest Toys," Palm Beach 

Post (Florida), May 23, 1996. at A 1, Copy Supplied. 

Janet L. Fix, "Toys 'R' Us Bullies Rival Stores, FTC Says It Uses Its Power to 

Keep Prices High and the Most Popular Toys for Itself, the Agency Contends," 

The Philadelphia Inquirer, May 23, 1996, at AO L Copy Supplied. 

"FTC Charges Toy Seller; the Federal Regulatory Agency Says Toys 'R' Us, the 

Nation's Largest Toy Retailer, Has Artificially Kept Toy Prices High and 

Reduced Toy Outlet Choices for Consumers," Providence Journal, May 23, 1996, 

at I G. Copy Supplied. 

Adam Geller, "Antitrust Suit Filed; FTC Gets Tough with Toys 'R' Us Chain is 

Accused ofCoercioll," The Record, May 23,1996, at BOL Copy Supplied. 

Janet L. Fix, "FTC: Toys 'R' Us Plays ~onopoly," The Roanoke Times 

(Virginia), May 23, 1996, at B8. Copy Supplied. 

"FTC: Toys 'R' Us Plays Monopoly," The Roanoke Times (VA). May 23, 1996, at 

B-8. Copy Supplied. 

''Toys 'R' Us Unfairly Used its Size ... ," San Antonio Erpress-News. May 23, 

1996, at I. Copy Supplied. 

"Toys 'R' Us Accused of Price Scheme; Antitrust Charges Say unfair Practices 

Were Meant to Stine Disc:ount Stores," Sf. Louis Post-Dispatch, May 23, 1996, at 

IA. Copy Supplied. 

Ellen Simon, "FTC Charges Toys 'R' Us Pitches for a Shutout," The Star-Ledger 

(Newark. New Jersey), May 23, 1996. Copy Supplied. 

'Toys 'R' Us Accused of Price-Fixing; Regulators Say Retailer Bullied 

Manufacturers to Keep Prices High," Sun-Sentinel (Fort Lauderdale, FL), May 

23, 1996. at 3D. Copy Supplied. 

"FTC Charges Toys 'R' Us with Antitrust," Tampa Tribune, May 23, 1996, at 1. 

Copy Supplied. 

Ellen Neuborne, '·U.S. Accuses Toys 'R' Us of Unfair Trade," USA Today, May 

23, 1996, at IA. Copy Supplied. 

47 
52 

"Retailer Toyed with Makers to Stifle Discounts, Watchdog Says," The 

Vancouver Sun (British Columhia), May 23, 1996, at 08. Copy Supplied. 

Bryan Gruley & Joseph Pereira, "FTC Says Toys 'R' Us Competes Unfairly--

Antitrust Complaint Alleges Toy Makers Were Told to Shun Discount Stores;' 

The Wall Street Journal, May 23, 1996, at A3. Copy Supplied. 

Sharon Walsh, "Toys Are Others' Too, Says FTC; Agency Hits Retailer's Tactics 

with Suppliers," The Washington POSt. May 23, 1996, at BI0. Copy Supplied. 

"Bullying R Them, U.S. Agency Alleges Canadian Press," Wil1l1ipeJ( Free Press, 

May 23, 1996, at b9. Copy Supplied. 

Remarks on FTC action against Toys 'R' Us, NBC Today Show, NBC Universal 

Inc .. May 23, 1996. Copy Supplied. 

Darlene Superville, Article on FTC action against Toys 'R' Us, Associa/ed Press 

Wo,.ld~tream, May 22, 1996. Copy Supplied. 

'The Nightly Business Report," Community Television Foundation of South 

Florida, Inc., May 22, 1996. Copy Supplied. 

'Toys R Us Hit with Price-Fixing Charge," The Canadian Press, May 22, 1996. 

Copy Supplied. 

"Feds Go After Toys 'R' Us; FTC Charges the Company with Price Fixing 

Among Antitrust Violations," ChicaJ(o Trihune, May 22,1996, at 1. Copy 

Supplied. 

"FTC Says Toys 'R' Us Forced Consumers to Pay More," Dow Jones News 

Service, May 22, 1996. Copy Supplied. 

Boh Dummond & Paul J. Lim, 'Toys 'R' Us Hit With FTC Charges--

Pricecostco Complained of Problems Obtaining Toys:' The Seattle Times, May 

22, 1996, at D 1. Copy Supplied. 

"Toys 'R' Us Charged in Price Scheme," United Press International, May 22. 

1996. Copy Supplied. 

Darlene Superville, "FTC Accuses Nation's Largest Toy Retailer of Unfair Play," 

The Associated Press. May 22, 1996. Copy Supplied. 

Darlene Superville, "FTC Takes Antitrust Action Against Toys 'R' Us," The 

Associated Press. May 22, 1996. Copy Supplied. 

''Titan Wheel, FTC: Acquired Plant From Pirclli," Dow Jones News Service, May 

7, 1996. Copy Supplied. 

"US Authorities Approve Lockheed/Loral Merger," Agence France Presse --

English, Apr. 19. 1996. Copy Suppiied. 

Martha M. Hamilton, "FTC Gives Lockheed a Go-Ahead; Agreement Resolves 

Agency Worries About Lora1 Defense Purchase," The Washington Post, Apr. 19, 

1996, at 003. COpy Supplied. 

48 
53 

John Diamond, '"Lockheed-Loral Merger Gets OK," The Associated Press, Apr, 

19, 1996. Copy Supplied. 

"FTC Rejects Tobacco Finn Sale of6 Brands; Cigarettes: Agency Says Purchase 

by Lorillard Inc. from Brown & Williamson Would Not Improve Competition," 

Los Angeles limes, Apr. II, 1996, at 2. Copy Supplied. 

Scott Solomon & Jane Reynold, "Blocked Sale Renews Hopes at Tobacco Plant," 

News & Record (Greensboro, Ne), Apr. 11, 1996, at A 1. Copy Supplied. 

Bryan Gruley, "FTC Rejects BAT's Proposal to Sell Discount Cigarette Brands 

to Lorillard," The FVall Street Journal, Apr. 11, 1996. at A20. Copy Supplied. 

Sharon Walsh, "FTC Rejects Cigarette Brands' Sale; Agency Cites Threat to 

Price Competition," The Washington Pust. Apr. 11,1996, at Dll. Copy 

Supplied. 

Meera Somasundaram, "FTC Weighs Job-Loss Issue in Rejecting Lorillard Bid," 

Dow Jones News Service, Apr. 10, 1996. Copy Supplied. 

Donna Lawrence, "ADP Fined $2.97 Million in Autointo Acquisition," 

Automotive News, April 01,1996, at 6. Copy Supplied. 

"New FTC Rules Drop Antitrust Reviews of Small Transactions," The Wall Street 

Journal, Mar. 26, 1996, at B 14. Copy Supplied. 

David Robinson, "FTC Clears Sale of Carborundum to St. Gobain," Buffalo News 

(New York), Feb. 27,1996, at liA. Copy Supplied. 

"Litton Completes Buy ofPRC; Agrees to Divest Aegis Contract," Defense Daily, 

Feb. 20, 1996, at 33. Copy Supplied. 

John Mintz, "Litton Giving Up Navy Contract to Salvage Purchase; Move to Win 

FTC Approval of Defense Contractor's $425 Million Acquisition of McLean's 

PRC," The Washington Post, Feb. 16, 1996, at B03. Copy Supplied. 

Tom Dochat, "Trustees Appointed to Sell Drugstores." Evening News-Harrisburg 

PA, Feb. 9. 1996, at B7. Copy Supplied. 

"Assets To be Sold," The Union T.eader (Mallchester. NH), Feb. 9, 1996. Copy 

Supplied. 

"Sara Lee to Pay Record Fine; Settles Shoe Deal Antitrust Charge," Chicago 

Sun-Times, Feb. 7, 1996, at 59. Copy Supplied. 

Michael J. Sniffen, "Sara Lee to Pay $3.1 Million Fine Over Acquisition," The 

Commercial Appeal (Memphi,I), Feb. 7, 1996, at 78, Copy Supplied. 

"Sara Lee Settles U.S. Charges," The lVew York Times. Feb. 7, 1996, at 4. Copy 

Supplied. 

Richard Gibson & Albert R. Karr, "Sara Lee to Pay $3.1 Million Fine For Trying 

to Hide an Acquisition." The Wall Street Journal, Feb. 7, 1996, at B7. Copy 

Supplied. 

49 
54 

Sharon Walsh, "Sara Lee to Pay $3.1 Million to Settle Antitrust Complaint," The 

Washing/on Post, Feh.07, 1996, at FOL Copy Supplied. 

V1ichael J. Sniffen, Article on Sara Lec settlement, Associated Press 

Worldl'lream, Feb. 06, 1996. Copy Supplied. 

Michael J. Sniffen, "Sara Lee to Pay Record Fine." Chicago Sun-Times, Feb. 6, 

1996, at 4. Copy Supplied. 

Michael 1. Sniffen. "Sara Lee to Pay Record $3.1 Million Fine Over Shoe Polish 

V1erger," The Associated Press. Feb. 6, 1996. Copy Supplied. 

Tom Humphrey, "FTC Investigation Ends as RXCare Changes Policy," Knoxl'ilIe 

News-Sentinel (Tennessee), Jan. 2 L 1996, at A2. Copy Supplied. 

Paula Wade, "RxCare Drops Prescription Rule After Probe," The Commercial 

Appeal (Memphis), Jan, 20.1996, at lA, Copy Supplied. 

"Williams Replaces Questar as Buyer of Tenneco Energy's Kern River Share:' 

Inside FE.Re. 's Gas Market Report, Jan. 12, 1996. at 13. Copy Suppiied. 

"Williams Steps in as Full Kern River Owner After FTC Knocks Questar Out," 

Inside F.E.Re., January 8, 1996, at 3, Copy Supplied. 

"Citing Concern About Market Power, FTC Blocks Questar/Kern River Deal:' 

Gas Utility Report. Jan. 5, 1996, at 2. Copy Supplied. 

"Johnson & Johnson Agrees on Cordis Unit," The New York Times, Dec. 21, 

1995, at l7. Copy Supplied. 

"Money Talks - Grocery Industry Manufacturers' Fees," American Broadcasting 

Companies. Inc .. ABC News, Nov. 10, 1995. Copy Supplied. 

Darlene Superville, "Dell to Drop Patent Claim to PC Design Feature," Austin 

AlI1erican-Statesman,Nov. 03, 1995, at C2. Copy Supplied. 

"FTC Requiring Wire Transfer Service Divestiture," The Associated Press. Sept. 

21, 1995. Copy Supplied. 

Elyse Tanouye, "Hoechst Agrees to FTC Demand, Ending Marketing Barrier to 

Competitor's Drug," The Wall Slreet Journal, Sept. 19. 1 995, at B7. Copy 

Supplied. 

"FTC Seeks Easing HSR Requirements on Some Mergers," Select Federal 

Filil/gs Newswires. July 21, 1995. Copy Supplied. 

"Hocchst Gets FTC Nod to Buy Marion Merrell Dow," Agence France Press€: --

English, June 28, 1995. Copy Supplied. 

Randolph Heaster, ''Marion Deal Can Proceed; The FTC Will Allow Acquisition 

by Hoechst AG, Even as Review Continues," Kansas City Star, June 28, 1995, at 

B 1. Copy Supplied. 

50 
55 

Dana Calvo, "FTC Allows Hoechst Corp. Purchase of Marion Merrell Dow," The 

Associated Press, June 27, 1995. Copy Supplied. 

Nancy Rivera Brooks, "Reebok Agrees to Pay $9.5 Million to Settle Charges Of 

Price Fixing; FTC Trumpets Proposed Settlement as Example Of Newly 

Aggressive Antitrust Stance; Funds Would Go to States," Los Angeles Times, 

May 5, 1995, at I. Copy Supplied. 

"Reebok Settles Pricing Claims Antitrust: Shoe Firm to Pay $9.5 Million to End 

Legal Battle," San Jose Mercwy News, May 5, 1995, at I C. Copy Supplied. 

Sharon Walsh, "Reebok Settles Complaints That it Fixed Shoe Prices," The 

Washington Post, May OS, 1995, at A06. Copy Supplied. 

William W. Home, "GE Crushes the Trustbusters," The American LmIJ'cr, 

Jan.lFeb. 1995. Copy Supplied. 

"FTC Expands Microsoft Probe; Rivals Accuse Finn of Monopolizing Operating 

Systems Business," The Washington Post. Apr. 13, 1991, at C 1. Copy Supplied. 

"William Baer:' Antitrust and Trade Regulations, Undated. Copy Supplied. 

13. Public Office, Political Activities and Affiliations: 

a. List chronologically any public offices you have held, other than judicial offices, 

including the terms of service and whether such positions were elected or 

appointed. If appointed, please include the name of the individual who appointed 

you. Also, state chronologically any unsuccessful candidacies you have had for 

elective office or unsuccessful nominations for appointed office. 

Federal Trade Commission 

0911975 to 10/1980 

Assistant General Counsel and Dircctor of Congressional Relations 

Attorney Advisor to Chairman, Assistant to Director, Bureau of Consumer 

Protection, Trial Attorney, Bureau of Consumer Protection 

600 Pennsylvania A venue, NW 

Washington, DC 20580 

202-326-2222. 

b. List all memberships and offices held in and services rendered, whether 

compensated or not, to any political party or election committee. If you have ever 

held a position or played a role in a political campaign. identify the particulars of 

the campaign, including the candidate, dates of the campaign, your title and 

responsibilities. 

I have not had a formal role in a political campaign but have been involved in 

fundraising and event organizing for a number of candidates over the years 

including: 

o Obama/Biden (2008) 

o Hillary Clinton (2007-08) 

o John Kerry (2004) 

o Al Gore (2000) 

51 
56 

o Bill Clinton/AI Gore (1992 and 1996) 

o Peter Franchot (Maryland House of Delegates and Maryland 

Comptroller) 

o Terry McAuliffe Virginia Gubernatorial Campaign (2009) 

14. Legal Career: Answer each part separately. 

a. Describe chronologically your law practice and legal experience after graduation 

from law school including: 

i. whether you served as clerk to ajudge. and ifso, the name of the judge, 

the court and the dates of the period you were a clerk; 

I did not clerk. 

ii. whether you practiced alone, and if so, the addresses and dates; 

I have not practiced alone. 

iii. the dates, names and addresses oflaw firms or offices. companies or 

governmental agencies with which you have been affiliated, and the nature 

of your affiliation with each. 

Federal Trade Commission, 600 Pennsylvania Ave. NW, 

Washington, DC 20580 

o Trial Attorney, 1975-76 

o Assistant to Director, Bureau of 

Consumer Protection, 1976-77 

o Attorney Advisor to the Chainnan 1977-79 

o Assistant General Counsel and Director of Congressional 

Relations. 1979-80 

o Director, Bureau of Competition, 1995-99 

Arnold & Porter LLP, 555 12'h Street NW. Washington, D.C. 

20004 

o Associate, 1980-83 

o Partner, 1984-95 and 2000-present 

IV. whether you served as a mediator or arbitrator in alternative dispute 

resolution proceedings and, if so, a description of the 10 most significant 

matters with which you were involved in that capacity. 

I have never served as a mediator or arbitrator. 

52 
57 

b. Describe: 

I. the general character of your law practice and indicate by date when its 

character has changed over the years. 

During my first stint at the Federal Trade Commission, between 

1975 and 1980, I was involved in a wide variety of consumer 

protection matters and certain antitrust matters. I also represented 

the FTC in its dealings with Congress in 1979 and 1980. 

During my second tour with the Federal Trade Commission, 

between 1995 and 1999, I served as Director of the Bureau of 

Competition and oversaw competition enforcement matters for the 

FTC. 

During the periods I have worked at Arnold & Porter LLP (from 

1980-1995 and from 2000-the present), my practice has largely 

involved antitrust, trade regulation, consumer protection and white 

collar criminal defense. During the period from 1980 until roughly 

1992, I also occasionally assisted my firm in representing clients 

with matters involving the U.S. Congress, including Congressional 

investigations and certain legislative matters. 

ii. your typical clients and the areas at each period of your legal career. if 

any, in which you have specialized. 

My clients were typically corporations in need of antitrust 

assistance in connection with: compliance with merger laws in the 

US and, to a lesser extent, with merger laws in other countries; 

government civil investigations, typically involving the Federal 

Trade Commission or the Department of Justice Antitrust Division, 

regarding compliance with the Shennan Act or the Federal Trade 

Commission Act; criminal grand jury investigations by the 

Department of Justice Antitrust Division, into allegations of price 

fixing andlor bid rigging; criminal litigation, mostly relating to 

antitrust matters; and civil antitrust litigation. 

I also occasionally have represented individual employees and 

corporate executives involved in antitrust grand jury investigations. 

c. Describe the percentage of your practice that has been in litigation and whether 

you appeared in court frequently, occasionally, or not at all. If the frequency of 

your appearances in court varied, describe such variance, providing dates. 

Roughly 80% of my practice while at Arnold & Porter LLP has involved 

litigation or government investigations that could lead to litigation. 

During the period 1995-99 at the Federal Tradc Commission, roughly 80% 

of my time involved matters in litigation or FTC investigations that could 

lead to litigation 

53 
58 

During the period 1975-80 at the Federal Trade Commission, roughly 50% 

of my time involved litigation or investigations that could lead to 

litigation. 

i. Indicate the percentage of your practice in: 

I. federal courts; 20% 

2. state courts of record; less than 5% 

3. other courts; 0% 

4. administrative agencies: 75 to 80%, principally the Federal Trade 

Commission and the Antitrust Division of the Justice Department. 

II. Indicate the percentage of your practice in: 

1. civil proceedings: 50% 

2. criminal proceedings: 50% 

d. State the number of cases in courts of record, including cases before 

administrative law judges. you tried to verdict, judgment or final decision (rather 

than settled), indicating whether you were sole counsel, chief counsel, or associate 

counsel. 

Four cases, one as chief counsel and three as associate counsel. 

i. What percentage of these trials were: 

I. jury: 75% 

2. non-jury.: 25% 

e. Describe your practice, if any, bef()fe the Supreme Court of the United States. 

Supply four (4) copies of any briefs, amicus or otherwise. and, if applicable, any 

oral argument transcripts before the Supreme Court in connection with your 

practice. 

I have not practiced before the Supreme Court. 

15. Litigation: Describe the ten (l0) most significant litigated matters which you personally 

handled, whether or not you were the attomey of record. Give the citations, if the cases 

were reported, and the docket number and date if unreported. Give a capsule summary of 

the substance of each case. Identify the party or parties whom you represented; describe 

in detail the nature of your participation in the litigation and the final disposition of the 

case. 

I first describe significant matters in which I was involved while serving at the Federal 

Trade Commission. I then describe significant matters from my time at Amold & Porter 

LLP. 

1. FTC v. Staples. Inc., 970 F.Supp. 1066 (D.D.C. 1997) 

This involved a challenge in 1997 to the proposcd merger of Staples and 

Office Depot. I was involved in representing the FTC -- supervising the 

54 
59 

investigation and litigation and assisting with litigation strategy and briefing. 

The district court granted the FTC's request for a preliminary injunction. 

a. The matter was active in 1997-98 and was decided on June 30, 

1997 

b. USDC, District of Columbia, Civil No. 97-701 (TFH), Thomas F. 

Hogan, District Judge 

c. John M. Gidley, White & Case, 701 Thirteenth Street, N.W., # 

600, Washington, DC 20005, (202) 626-3600 for Staples, fnc.; 

Donald Kempf, Mark L. Kovner, Kirkland & Ellis, 655 Fifteenth 

Street, N.W .. Washington, DC 20005, (202) 879-5000 for Office 

Depot. 

2. FTC vs Toys R Us, 221 FJd 928 (7th Cir.2000) 

This case involved the FTC's challenge in 1997 to efforts by Toys R Us to 

prevent toy manufacturers from supplying its competitors, I superv ised the 

investigation and administrative trial. After the FTC found Toys R Us in 

violation of the FTC Act, I defended the FTC on appeal before the 7'h Circuit 

Court of Appeals, which ultimately upheld the FTC's decision. 

a. The matter began in 1996 and concluded in 2000. I argued the 

appeal on May 18, 1999; the matter was decided August I, 2000 

b. US Court of Appeals, Seventh Circuit, No. 98-4107, Coffey, 

Kanne, and Diane P. Wood, Circuit Judges. 

c, Michael S. Feldberg (Argued), Schulte, Roth & Zabel, New York, 

NY; Mr. Feldberg is now a partner at Allen and Ovary, 1221 

Avenue oftbc Americas, New York, NY 10020, (212) 610-6300; 

Irving Scher, Wei!, Gotshall & Manges, 767 5th A venue, New 

York, NY 10153, (212) 3 10-8000 for Petitioner. 

3. FTC vs Drug Wholesalers, 12 F.Supp2d 34 (D.D.C. 1998) 

The FTC filed simultaneous challenges in 1998 to two separate proposed 

mergers involving the four leading U.S, drug wholesalers. 1 supervised the 

investigation and subsequent preliminary injunction litigation. The district 

court granted the FTC's request for a preliminal), injunction. 

a. The matter was active in 1997 and 1998. Preliminary injunction 

issued on July 31, 1998 

b. USDC, District of Columbia, Nos. ClV. A. 98-595. 

CIV. A 98-596, Sporkin, District Judge, 

c. Phillip Aaron Prager, Jones, Day, Reavis & Pogue, 51 Louisiana 

Avenue, N.W .. Washington, DC, 20001. (202) 879-3939 for 

Cardinal Health, Inc.; Steven A, Newborn, Rogers & Wells, 

Washington, DC tor Bergen Brunswig Corp.; Mr. Newborn is now 

a partner at Weil, Gotschal & Manages, 1300 Eye Street, N. W., 

#900, Washington, DC 20005, (202) 682-7000; William Bradford 

Reynolds, Collier, Shannon, Rill & Scott. P.L.L.c., 3050 K Street, 

N,W .• #300, Washington, DC 20007, (202) 342-8400 for 

McKession Corp.; Mr. Reynolds is now senior counsel at Baker 

Botts LLP, The Warner, 1299 Pennsylvania Avenue, N.W., 

55 
60 

Washington, D.C. 20004, (202) 639-780 I; Joseph Tate, Dechert, 

Price & Rhoads, 4000 Bell Atlantic Tower, 1717 Arch Street, 

Philadelphia, P A. 19103, (215) 994-4000, for Amerisource Health 

Corp. 

4. FTC V.I'. Intel, FTC Docket No. 9288 

In 1998 the Federal Trade Commission filed an administrative challenge to 

certain licensing practices of Intel Corporation. I supervised the investigation 

and the litigation and lead a team that negotiated a settlement of the action in 

1999. 

a. The matter was active from 1997-99. The FTC Complaint was 

filed on June 8, 1998; the proposed settlement was announced on 

March 8, 1999 

b. FTC Administrativc Hearing 

c. Robert E. Coopcr, Gibson, Dunn & Crutcher, 333 South Grand 

Avenue, Los Angeles, CA 90071, (213) 229-7000 for Intel. 

5. FTC vs. Mylan 

In 1998, the FTC filed a district court action alleging that Mylan and others 

had conspired to deny competitors ingredients necessary to manufacture two 

widely-prescribed sedativcs and seeking disgorgement of certain ill-gotten 

gain. The district court upheld the FTC's authority to seek disgorgement in 

those circumstances and Mylan ultimately settled with thc FTC in latc 2000. 

supervised the investigation and initial stages ofthc litigation until my 

departure from the FTC in latc 1999. 

a. Thc mattcr was aetivc from 1997-2000. The FTC Complaint was 

filed on December 22, 1998: The proposed settlement was 

announccd on November 29, 2000 

b. USDC, District of Columbia, Nos. 98-3114 (TFH), 98-311 (TFH), 

Thomas F. Hogan, Judge 

c. Steven A. Newborn and Joseph J. Simons of Clifford, Chance, 

Rogers & Wells, LLP, 2001 K Street, N.W., Washington, DC 

20006, (202) 912-S000, for Mylan. Mr Newborn is now a partner 

at Weil, Gotschal & Manages, 1300 Eye Street, #900, Washington, 

DC 20005, (202) 682-7000. Mr. Simons is now a partner at Paul, 

Weiss, Rifkind, Wharton & Garrison, 2001 K Street, N.W., 

Washington, DC 20006, (202) 223-7370. 

6. US vs General Electric Company, 869 F.Supp. 1285 ( S.D Ohio 1994) 

In 1994 I was co-counsel with Dan K. Webb and Jeff Kindler on behalf of 

General Electric Company in a jury trial involving allegations of fixing the 

prices of industrial diamonds. After a six week trial, the federal district court 

judge directed a verdict of acquittal in favor of GE. 

a. The matter was active from early 1991 unti I the verd ict was 

entered on December 8, 1994 

56 
61 

b. CSDC, S.D. Ohio, Eastern Division, No, CR-2-04-0 19, George C. 

Smith, District Judge 

c. David A. Blotner, Melanie J. Sabo, Attys. U.S. Dept. of Justice, 

Antitrust Div., Washinb>1on, DC , for the U.S. Ms. Sabo is current 

with the Federal Trade Commission serving as Assistant Director 

for Anticompetitive Practices, Bureau of Competition, 600 

Pennsylvania Avenue, N.W., Washington. DC 20580, (202) 326-

2955. 

7. Us. vs. Baker Hughes, 908 F.2d 981. 285 U.S. App.D.C. 222 (1990) 

In 1990-90 I represented Baker Hughes in connection with a Department of 

Justice challenge to the sale of its oil and equipment business to Oy Tampella. 

The federal district court judge denied DOl's effort to enjoin the transaction 

and the U.S. Court of Appeals sustained the lower court decision. I was 

associate counsel in the matter. Lead counsel was David Marx on behalf of 

Tampella. 

a. The matter was active in 1989-90. The case was argued on May 

16. 1990 (by David Marx) and decided on July 6, 1990 

b. US Court of Appeals, District of Columbia Circuit, No. 90-5060, 

Ruth B. Ginsburg, Sentelle, and Thomas, Circuit Judges 

c. David Seidman, Atty .. Dept. of Justice, Washington, D.C., for the 

appellant; David Marx, Jr., and Amy E. Hancock, McDermott Will 

and Emory, 600 Thirteenth Street, N.W., Washington, D.C. 20005, 

(202) 756-8000, for Oy Tampella AS. Ms. Hancock is currently 

Deputy General Counsel of the American Beverage Association, 

1101 Sixteenth Street, N.W., Washington, D.C. 20036, (202) 463-

6732. 

8. In re Tricor Antitrust Litigation 

In 2007-08 I represented Solvay Pharmaceuticals and its subsidiary, 

Laboratories Fournier, in Sherman Act monopolization cases brought by a 

variety of competitors, direct and indirect purchasers and state attorneys 

general pending in the federal district court in Delaware. The cases ultimately 

settled. I was associate counsel with principal responsibility for the 

settlements. 

a. I was involved in these matters in 2007 and 2008. Solvay settled 

most of the cases in November 2008 (and various later dates as to 

certain other plaintiffs) 

b. District Court, Delaware, Civ. Nos. 02-1512, 03-120 and 05-340, 

Susan L. Robinson, District Judge 

c. [CO-DEFENDANTS] William F. Cavanaugh, Jr., Patterson, 

Belknap, Webb & Tyler LLP, 1133 Avenue of the Americas, New 

York, NY 10036, (212) 336-2000, for Abbott Laboratories; 

[GENERIC DRUG MAKERS] David H. Hashmall, Goodwin 

Proctor LLP, Exchange Place, 53 State Street, Boston, MA. 02109, 

(617) 570-1000, for Teva Pharmaceuticals USA, Inc., Teva 

Pharmaceuticals Industries Ltd., and Novopharm Ltd.; Robert Van 

57 
62 

Nest, Kecker & Van Nest LLP, 633 Battery Street, San Francisco, 

CA. 94111, (415) 391-5400, for Impax Laboratories Inc.; 

[DIRECT PURCHASER PLAINTIFFS] Eric Cramer, Berger & 

Montague, P.c., 1622 Locust Street, Philadelphia, PA. 19103, 

(800) 424-6690, for Direct Purchaser Class Plaintiffs; Richard 

Amold, Kenny Nachwalter PA, 1100 Miami Center, 20 I South 

Biscayne Boulevard, Miami, FL. 33131. (305) 373-\ 000, for 

Ahold aka American Sales Corp., Albertson's, Inc., Eckerd 

Corporation, Brooks Pharmacy aka Maxi Drug, Inc., Hy-Vce, Inc., 

Kroger Co., Safeway, Inc., and Walgreen Co.; Steve D. Shadowen, 

Hangley Aronchick Segal Pudlin & Schiller, 301 North 3rd Street, 

Suite 700, Harrisburg, PA. 17l 01, (717) 364-1030, for CVS 

Corporation, CVS Pharmacy, Inc., Rite Aid Corporation and Rite 

Aid Headquarters Corp. 

[INDIRECT PURCHASERS] Thomas M. Sobol, Hagens Berman 

Sobol Shapiro LLP, Cambridge, MA, 1918 Eighth Avenue, Suite 

3300, Seattle, WA. 98101, (206) 623-7292, for Indirect Purchaser 

Class Plaintiffs; William Christopher CamlOdy, Susman Godfrey 

L.L.P., 901 Main Street, Suite 5100, Dallas, TX. 75202, (214) 754-

1900, for PacifiCare; 

[STATE AGs] Patricia A. Conners, Associate DeputyAttomey 

General, Antitrust Division, Office of the Attorney General, State 

ofFlorida, PL-OI, The Capitol, Tallahassee, FL, 32399, (850) 414-

3856. for the State of Florida, lead counsel for the State Attorneys 

General. 

9. Glynn-Brunswick Memorial Hospital Authority v. General Electric Co. 

In 2000 I was co-lead counsel, along with Dan K. Webb, in an antitrust class 

action brought by certain hospitals against General Electric Company. After 

hearings on class certitication and summary judgment, the case was settled in 

late 2000. 

a. The matter was active in 2000 and was settled with final judgment 

entered on November 7, 2000. 

b. No. CV 299-381 (S.D. Ga.), Judge Anthony A. Alaimo, District 

Judge. 

c. R. Stephen Berry, Berry Law PLLC, 1717 Pennsylvania Avenue, 

N. W., Suite 450, Washington, D.C., 20006, (202) 296-3020, 

attorney for Plaintiffs. 

10. Eileen Townsend v. R.S. Mahajan, et a!. 

Between 1988 and 1991, I was lead counsel in pro bono litigation brought on 

behalf of a former Arnold & Porter employee who had been assaulted in her 

apartment in Washington, D.C. The matter was tried before ajul) in the 

District of Columbia Superior Court in 1990. 

a. The matter was active between 1988 and 1991. It was settled as to 

'iR 
63 

one defendant in 1990; settled as to second defendant 

in 1991 (while on appeal); 

b. D.C. Superior Court, Civ. No. 88ca05526; 

Judge Curtis E. von Kann; 

e. Paul H. Ethridge, Esq. 

100 S. Washington Street 

Rockville, MD 20850 

Bar No. 200543 

Edwin A. Sheridan, Esq. 

8404 Arlington Boulevard, Suite 200 

Fairfax, VA 22031 

Bar # 048025 

16. Legal Activities: Describe the most significant legal activities you have pursued. 

including significant litigation which did not progress to trial or legal matters that did not 

involve litigation. Describe fully the nature of your participation in these activities. List 

any c1ient(s) or organization(s) for whom you performed lobbying activities and describe 

the lobbying activitics you perfonned on behalf of such c1ient(s) or organizations(s). 

(Note: As to any facts requested in this question, please omit any information protected 

by the attorney-client privilege.) 

Significant Legal Activities (2000-20 II) 

a. J assisted General Electric Company in securing DOJ approval (pursuant to 

consent decree) of the sale of NBC/Universal to Comcast (20 11). 

b. I assisted Talecris Inc in securing FTC approval (pursuant to consent agreement) 

of its purchase by Grifols (20 11). 

C. I assisted Intel in securing approval by the FTC and by the European Commission 

(pursuantto consent agreement) of its purchase of McAfee (20 10-11). 

d. I represented General Electric Company in connection with resolving 

investigations by the Department of Justice, the Securities and Exchange 

Commission, the Internal Revenue Service and twenty-six State Attorneys 

General into the sale of municipal guaranteed investment contracts (2006-] I). 

e. I assisted Pfizer in connection with securing FTC approval (pursuant to consent 

agreement) of its purchase of Pharmacia (2002-03). 

f. I represented Micron in connection with a grand jury antitrust investigation and 

related civil litigation (2002-08). 

g. In addition. during these periods, I also represented various companies and 

individuals in connection with antitrust grand jury invcstigations in the auto parts, 

airline, cement. serap meta] and financial services industries. 

Significant Legal Activities (1995-1999) 

As Director of the Bureau of Competition at the Federal Trade Commission, I supervised 

antitrust investigations and subsequent litigation by lawyers, economists and other 

59 
64 

professionals in the Washington, D.C. offices and ten regional offices of the FTC. I also 

represented the FTC in certain matters pending before Congress, in certain dealings with 

antitrust enforcement officials in other countries and in appearances before various 

groups with an interest in FTC antitrust enforcement. 

Significant Legal Activities (1980-1995) 

a. I represented various companies and individuals in connection with antitrust 

grand jury investigations involving the dairy, cellular phone, fencing and 

industrial diamonds industries. 

b. I also represented various companies, including Occidental Chemicals, Baker 

Hughes Inc .. General Electric Company and Hoffmann La-Roche Inc. in antitrust 

reviews of proposed mergers. 

c. In connection with lobbying activities, my firm registered with the House of 

Representatives on behalf of certain clients for whom I did some modest lobbying 

work between 1981 and approximately 1992. My law fIrm records are 

incomplete, but the clients for who I recall working include: Sacramento 

Municipal Utility District (1984-90)( est); Hoffmann-La Roche Inc. (1984 )(est.); 

Lone Star Industries, Inc. (1981-82)(est.); Asea AB (1986-87)(est). 

17. Teaching: What courses have you taught? For each course, state the title, the institution 

at which you taught the course, the years in which you taught the course, and describe 

brieJly the subject matter of the course and the major topics taught. If you have a 

syllabus of each course, provide four (4) copies to the committee. 

I have been an occasional guest lecturer at various academic institutions, including 

Georgetown University Law Center, George Washington University Law School, 

American University Law School, Stanford Law School and Lawrence University. I did 

not use a syllabus during these guest lectures. 

18. Deferred Income! Future Benefits: List the sources, amounts and dates of all 

anticipated receipts from deferred income arrangements, stock, options, uncompleted 

contracts and other future benefits which you expect to derive from previous business 

relationships, professional services, firm memberships, former employers, clients or 

customers. Describc the arrangements you have made to be compensated in the future 

for any financial or business interest. 

I have made the following arrangements in connection with my departure from the 

Arnold & Porter LLP partnership. 

1. Prior to my starting work at the Department of Justice the finn has agreed to 

pay me allY amounts owed for 201 1 and to pay me a pro rata share of amounts 

owed me for 2012. 

2. 1 have a primary capital account of $458,531 that will be refunded to me in 

two equal annual installments to be paid on the first and second anniversary of my 

departure from the firm. 

60 
65 

3. I have a secondary capital account of $30,330 that will be refunded to me on 

12/2013. 

4. For the first 11 years following my departure from the firm I will receive an 

annual retirement payment of$ 75,448 subject to an annual COLA. 

5. After II years, I will receive a retirement payment of $1 00 per month for the 

rest of my life. 

6. Pursuant to standing practice ofthe firm, I will maintain funds previously 

committed to the firm's profit sharing and 40 I (k) plans. No further contributions 

will be made to these plans, either by me or by the firm. 

7. I will receive a payment of my interest in the firn1's Pension Plan following 

my withdrawal from the firm, to be rolled over into a separate retirement account. 

The value of that interest was $ 641,748 on 12/31/20 II. 

19. Outside Commitments During Service: Do you have any plans, commitments, or 

agreements to pursue outside employment, with or without compensation, during your 

service? If so, explain. 

I have no such plans. 

20. Sources of Income: List sources and amounts of all income received during the calendar 

year preceding your nomination and for the current calendar year, including all salaries, 

fees, dividends, interest, gifts, rents, royalties, licensing fecs, honoraria, and othcr itcms 

exceeding $500 or more (if you prefer to do so, copies of the financial disclosure rcport, 

required by the Ethics in Government Act of 1978, may be substituted here). 

See attached SF 278. 

21. Statement of Net Worth: Please complete the attached financial net worth statement in 

detail (add schedules as called for). 

See attached Net Worth Statement. 

22. Potential Conflicts of Interest: 

a. Identify the family members or other persons, parties, affiliations, pending and 

categories of litigation. financial arrangements or other factors that are likely to 

present potential con1licts-of-interest when you first assume the position to which 

you have been nominated. Explain how you would address any such conflict if it 

were to arise. 

In connection with the nomination process, I have consulted with the Oftice of 

Government Ethics and the Department of Justice's designated agency ethics 

ofticial to identify potential conflicts of interest. Any potential conflicts of 

interest will be resolved in accordance with the terms of an ethics agreement that I 

have entered into with the Department's designated agency ethics ofticial. 

b. Explain how you will resolve any potential conflict of interest, including the 

procedure you will follow in determining these areas of concern. 

61 
66 

In connection with the nomination process, I have consulted with the Office of 

Government Ethics and the Department of Justice's designated agency ethics 

official to identify potential conflicts of interest. Any potential conflicts of 

interest will be resolved in accordance with the terms of an ethics agreement that I 

have entered into with the Department's designated agency ethics official. 

23.I)ro Bono Work: An ethical consideration under Canon 2 of the American Bar 

Association's Code of Professional Responsibility calls for "every lawyer, regardless of 

professional prominence or professional workload, to find some time to participate in 

serving the disadvantaged:' Describe what you have done to fulfill these responsibilities, 

listing specific instances and the amount oftime devoted to each. If you are not an 

attorney, please use this opportunity to report significant charitable and volunteer work 

you may have done. 

My most significant charitable and volunteer work in recent years has been on behalf of 

my undergraduate college, Lawrence University, in Appleton Wisconsin. Since 2001 I 

have been on the Board of Trustees. I currently am Vice-Chair of the Board. 

In addition I have contributed time and energy on behalf of Stanford Law School, where 

l11y spouse and I received 1.D.'s in 1975. This has included service on the Law School's 

Board of Visitors for two terms, establishment of and fundraising for a fund to support 

youth-directed clinical programs -- The Mark Eastwood Fund for Youth and the Law, and 

other fund raising activities for the Law SchooL 

In 2010 I headed a team providing pro bono legal advice to the Institute of Medicine of 

the National Academies concerning a report on the future of nursing. 

In prior years, I have provided modest pro bono support to various groups involved in 

areas such as child nutrition and campaign finance reform and have led fundraising 

efforts on behalf of Washington Legal Clinic for the Homeless and the National 

Children's Law Center. 

In the late 1980's, prior to my most recent stint at the Federal Trade Commission, lied a 

team that provided pro bono litigation services, including ajury trial in D.C. Superior 

Court, on behalf of a former Arnold & Porter secretary who had been assaulted in her 

apartment. 

1i2 
67 

FINANCIAL STATEMENT 

NET WORTH 

Provide a complete, current financial net worth statement 

which itemizes in detail all assets (including bank accounts, 

real estate, securities, trusts, investments, and other 

financial holdings) all liabilities (including debts, mortgages, 

loans, and other financial obligations) of yourself, your 

spouse, and other immediate members of your household. 

ASSETS 

Cash on hand and in banks 

u.s. Government securities-add 

schedule 

Listed securities- add schedule 

Unlisted securities--add schedule 

Accounts and notes receivable: 

Due from relatives and friends 

Due from others 

Doubtful 

Real estate owned-add schedule 

Real estate mortgages receivable 

Autos and other personal property 

Cash value-life insurance 

Other assets itemize: 

Law Fix"m Capital 

38·t 0(>4 

~Sl "" 019 (HI 

950 O()\) 

P2 DOD 

801 

~88 861 

LIABILITIES 

Notes payable to banks - secured 

Notes payable to banks - unsecured 

Notes payable to relatives 

Notes payable to others 

Accounts and bills due 

Unpaid income tax 

Other unpaid income and interest 

Real estate mortgages payable-add 

schedule 

Chattel mortgages and other liens 

payable 

Other debts-itemize: 

Charitable contribution pledges 

Total 1 iabilities 655 625 

Net Worth 12 770 5'14 

Total Assets ~~6 2)9 Total liabilities and net worth IJ 

CONTINGENT LIABILITIES GENERAL INFORMATION 

As endorser, comaker or guarantor Are assets pledged? (Add 

schedulel No 

On leases or contracts Are defendant in any suits or 

legal actions? No. 

Legal Claims Have you ever taken bankruptcy? No. 

Provision for Federal Income Tax 

Other special debt 

63 
68 

William Baer 

Attachment for Net Worth statement 

covering assets in investment accounts 

As of December 29, 2011 

Real estate owned 

Residence (Bethesda MD) 

Residence (Big Sky, MT) 

TOTAL 

Residence (Bethesda MD) ING Bank 

US Government Securities 

none 

Listed Secu rities 

Franklin-Temp Hard Currency Fund 

Tax-Exempt Fund of Maryland 

Dreyfus US Govt Intermediate 

PIMCO Real Return Bond Fund 

PIMCO Total Return Bond Fund 

Thornburg Ltd-Term Muni Fund 

Short-term Bond Fund of Am 

Templeton Global Bond Fund 

American Balanced Fund 

Capital Income Builder Fund 

Income Fund of America 

Fidelity Asset Manager - Moderate 

PIMCO All Asset All Authority Fund 

PIMeo Global MultiAsset Fund 

First Eagle Global Fund 

Washington Mutual Investors Fund 

Davis NY Venture Fund 

Growth Fund of America 

Capital World Growth and Income 

New Perspective Fund 

Smallcap World Fund 

Europacific Growth Fund 

Thornburg International Value Fund 

New World Fund 

Templeton Developing Markets Fd 

Calvert Global Water Fund 

RS Global Natural Resources Fund 

PIMCO Commodity Real Return Fund 

Oppenheimer Gold and Sp Minerals 

$1,500,000 

$450,000 

$1,950,000 

$445,625 

$316,788 

$97,032 

$93,760 * 

$409,011 

$193,730 

$692,402 

$9,676 

$499,370 

$81,550 

$123,534 

$117,779 

$372,459 * 

$307,917 

$315,269 

$660,359 

$378,599 

$211,931 

$151,422 

$161,407 

$162,900 

$142,097 

$315,135 

$450,056 

$387,189 

$31,066 

$171,845 

$336,907 

$221,166 

$411,565 
69 

Prudential Jennison Natural Resources 

DB Oil Fund 

DB Agriculture Fund 

Powershares Progressive Energy 

MarketVectors Agribusiness Fund 

Suffolk Bancorp stock 

American Electric Power stock 

AT&T stock 

Consolidated Edison stock 

Emerson Electric stock 

PIMCO Emerging Local Bond 

(added November 2011) 

CNI Charger Prime Money Market 

Prudential Jennison Nat Res 

(added April 2011) 

Neuberger Berman LiC Disciplined Ins. 

(added May 2011) 

Fairholme Fund 

First Eagle Overseas 

Artio I nternationa I Equ ity 

Artisan International Small Cap 

Laudus Mondrian Emerging Markets 

Loomis Sayles Bond Fund Inst'l 

PIMCO Emerging Markets Currency 

T. Rowe Price Inst'llntl Bond 

DoubleLine Total Return Bond Fund 

Metropolitan West Total Return 

Bond Fund 

PIMCO Low Duration Instl 

PIMCO Commodity Real Return Fund 

Retu rn Strategy 

iShares GS Natural Resources 

iShares S&P 500 

SPDR Gold Trust ETF 

(added November 2011) 

MSCI EAFE 

Schafer Cullen High Dividend 

Value Equity 

Neuberger Berman Lg Cp Discp 

Gr Instl 

TOTAL 

$426,050 

$122,018 

$41,716 

$162,288 

$82,145 

$27,525 

$6,231 

$7,542 

$6,259 

$4,663 

$17,583 

$1,447 

$11,908 

$23,636 

$15,615 

$7,215 

$6,087 

$5,024 

$17,285 

$12,189 

$11,878 

$0 

$18,716 

$146,377 

$182,383 

$25,488 

$0 

$0 

$13,140 

$0 

$25,120 

$9,251,450 

Unlisted Securities& Alternative Investments (including retirement accounts) 

TSP C Fund $85,000 * 

TIAA annuity account $249,206 * 

CREF money market acct $37,884 * 
70 

CREF Inflation-linked bond acct 

CREF Bond account 

CREF US stock account 

Ridgewood Energy funds M,N,P,R 

The Weatherflow Offshore Fund I 

(added April 2011) 

Pine Grove Offshore LTD 

(added April 2011) 

TOTAL 

Cash Value Life Insurance 

Transamerica Life 

Reassure American Life 

Pacific Life 

TOTAL 

* Note: items with asterisk have estimated valuations 

$219,812 * 

$99,662 * 

$201,601 * 

$35,000 * 

$33,196 

$67,680 

$1,029,041 

$86,843 

$32,428 

$31,531 

$150,802 
71 

AFFIDAVIT 

I, kkl/lam J. 16CA-ef1 

that ther;nformation provided in this statement 

best of my knowledge, true and accurate. 

<DATE) 

District of Columbia, SS 

, do swear 

is, to the 

~ 

Subscribed "nd sViorn to before me, in my presence. 

My Comm!,,':, expires, December 14. 2016 
72 

Senator KOHL. Thank you very much, Mr. Baer. 

Mr. Baer, the Justice Department is in the process of closing four 

of its seven regional offices: the offices in Atlanta, Cleveland, Dallas, and Philadelphia. Many antitrust experts, including the senior 

leadership of these offices, are very concerned about the impact of 

these office closures on the detection and prosecution of local antitrust conspiracies. I myself, I must say, share these concerns. 

While we hear about the big national and international investigations brought by the Justice Department here in Washington, 

these local conspiracies involving such things as gas price fixing, 

construction bid rigging, and rigged school milk bids, for example, 

often affect local consumers most directly. 

So, Mr. Baer, does closure of these offices worry you for its impact on antitrust enforcement? What will you do as head of the 

Antitrust Division to ensure that there is no lessening of effects to 

detect and prosecute local antitrust conspiracies in the regions now 

covered by the offices to be closed. 

Mr. BAER. Mr. Chairman, I appreciate the importance of having 

a plan in place to ensure effective local and regional enforcement. 

The press tends to focus on international and national antitrust 

issues, but there are serious local and regional problems that need 

to be addressed. A top priority for me, if confirmed by the Senate, 

would be to make sure those plans are in place. 

I should add, Mr. Chairman, when I was at the Federal Trade 

Commission, we went through a similar experience of reducing the 

number of, they are called, regional offices, and it was my job as 

Director of the Bureau of Competition to make sure we continued 

to have effective local and regional enforcement. And I think we 

were able to do that. There are a couple of FTC Chairs, current 

and former, behind me who can indicate whether that is correct or 

not. But I appreciate that that is important and will be a top priority for me, if and when confirmed. 

Senator KOHL. All right. Mr. Baer, while you served as Director 

of the Bureau of Competition at the FTC for 4 years in the 1990s, 

during most of your legal career you have worked in private practice. For the past decade, you have served as head of the antitrust 

group at a major Washington law firm. In this capacity, you have 

been very skilled at representing your private clients in antitrust 

matters and defending against allegations that your clients have 

violated antitrust law. 

The position of Assistant Attorney General for Antitrust is very 

different, as you well know. You will be the Government’s chief 

antitrust prosecutor on behalf of consumers, bringing antitrust 

cases against parties that are alleged to have engaged in anticompetitive practices. How can you assure us that you will be an 

aggressive antitrust enforcer in your new role and will prosecute 

antitrust cases with all the vigor that you have brought to defending your private clients? 

Mr. BAER. Mr. Chairman, I hope past is prologue in that I made 

that transition from private practice, as you noted, in the 1990s 

and I believe came to be appreciated for understanding very quickly that I had a different client and it was the American public. And 

that is the attitude I would bring. 
73 

Over the years, in dealing with senior officials and staff of both 

the FTC and the Antitrust Division, I think they see me as a fairminded and dedicated lawyer, and I have heard many encouraging 

words from staff at the Antitrust Division looking forward to my 

arrival. And I hope I live up to those expectations. 

Senator KOHL. All right. Mr. Baer, you have been interested in 

and worked in the field of antitrust for nearly your entire professional career going back to your graduation from law school in 

1975, when you went to work at the FTC. And so I would like to 

ask you why are you interested in antitrust. Why do you want the 

job of Assistant Attorney General for the Antitrust Division at the 

Justice Department, understanding, among other things, that you 

will suffer a great reduction in your remuneration? 

Mr. BAER. Senator, I come from a proud family tradition of public 

service, and I came to Washington hoping I would have multiple 

opportunities to pursue public service, and so this is a great opportunity for me. 

Why antitrust? I think over the years I have come to appreciate—Senator Lee referred to this in his opening remarks—that 

removing both governmental and private restraints on free market 

competition actually pays off. It makes a difference in human lives. 

And to be able to do something in public service that you can point 

to, you can sit down with a consumer and say here are the ten 

things that the Antitrust Division did that maybe just on the margins but made a difference in your life. It is a privilege to be in 

that position. It is a huge responsibility to make the judgments so 

you can actually confidently say that at the end of the day. But I 

love the challenge. I welcome the challenge. 

Senator KOHL. Good. Mr. Baer, based on your years of experience 

as an antitrust lawyer with cases before the Justice Department, 

as well as your time as Director of the Bureau of Competition at 

the FTC in the 1990s, are there any specific policies or procedures 

of the Antitrust Division that you will change if you become confirmed at the Assistant Attorney General? 

Mr. BAER. Mr. Chairman, I would take this job, if confirmed, 

with a little bit of humility about what might need to be changed. 

I think the Antitrust Division has been well run in recent years. 

Christine Varney is the Assistant Attorney General, and then two 

Acting Assistant Attorneys General, Sharis Posen and now Joe 

Wayland, those are people I admire and respect and think they 

have done a very good job. 

And so the first task for me, I think, would be to go in with ears 

open and talk about where we are at, understand whether there 

are challenges that require some changes, but I do not go down 

with a preset agenda. 

Senator KOHL. Before I turn it over to Mr. Lee, I would like to 

ask you your opinion over the past decade or two. Do you feel that 

we have had too much consolidation in this country, that there has 

been a reduction in competition, that we need more vigorous competition, and in order to do that, your Division will be required to 

be even stronger than it has been in seeing to it that mergers are 

examined very carefully and competition is maintained to its fullest? 
74 

Mr. BAER. I agree, Senator, that a key part of this job is to be 

vigilant in investigating consolidation, not just in high-tech or 

evolving markets but in established markets as well. 

I have also learned, though, that merger decisionmaking is tremendously fact specific, that understanding and making an accurate prediction about what might happen in the future if consolidation is allowed is a challenging job. I have been impressed with the 

work the Justice Department has done these last few years, and I 

welcome the opportunity to be part of that. 

Senator KOHL. Good. Mr. Lee. 

Senator LEE. Thank you very much, Mr. Chairman, and thanks 

again for being here, Mr. Baer. 

During much of the 20th century, a lot of our antitrust analysis 

in this country tended to focus much more on protecting competitors and on equalizing the market, paying relatively little regard 

to economic consequences of having Government intervention. But 

due in large part to the Chicago School of Economics and Robert 

Bork and others like him, during the last few decades antitrust law 

has undergone something of a shift and has tended to focus more 

on maximizing consumer welfare and achieving optimal economic 

outcomes. 

But in recent years, some have started calling for an abandonment of what might be described as the Chicago School approach. 

For instance, in 2010, President Obama’s first Assistant Attorney 

General over the Antitrust Division, Christine Varney, stated that 

the Chicago School should be ‘‘retired.’’ 

So, first, I would like to know whether you agree with that assessment? And, second, I would like to know whether you intend 

to rely on sort of the Chicago School approach more or less than 

this office has tended to rely on it over the last few years? 

Mr. BAER. Senator, I think sound economic analysis is fundamental to good antitrust enforcement. That means being able to articulate a theory of harm that has occurred from past behavior or 

is likely to occur from future behavior. That for me has been the 

core discipline or learning from what is called Chicago School economic thinking. 

I confess to being a little confused about Chicago School and post 

Chicago School because, in fact, post Chicago School also demands—talks about that same discipline. And I think we may be 

talking about differences on the margin and judgment calls about 

when to enforce and not to enforce. But my sense is that—and I 

think it is why one can have some bipartisan folks in the background here today—antitrust enforcers do see, whether Republican 

or Democrat, Chicago School or post Chicago School, do tend to see 

the target area of enforcement in very similar terms, and I would 

go down to the Justice Department, if confirmed, with that attitude 

in mind. 

Senator LEE. OK. So to the extent that Ms. Varney was saying 

that the approach that needed to be retired was one that took into 

account and focused heavily on consumer welfare and on the economic consequences of Government intervention, the need to shoot 

for optimal economic outcomes, you would not agree with that. You 

would not agree that we need to retreat from that kind of analysis. 
75 

Mr. BAER. I agree that we do need to continue to have sound analytical analysis. I worked, Senator, with Assistant Attorney General Varney, as did a number of other private practitioners, on revisions to the merger guidelines, updating the merger guidelines, and 

the Antitrust Division and the Federal Trade Commission were 

both in agreement that that notion of making sure we had a story 

of real economic harm is fundamental to sound antitrust enforcement. 

Senator LEE. OK. And that inquiry, then, the resulting inquiry 

from that starting point, leads you to the consumer welfare analysis. Inevitably there is—— 

Mr. BAER. At the end of the day, it is all about consumers. It is 

not about competitors. 

Senator LEE. OK. Great. 

Now, on the subject of Ms. Varney, she stated separately that in 

antitrust enforcement, ‘‘there is no such thing as a false positive.’’ 

In other words, I think what she was suggesting was that there are 

never instances in which overzealous antitrust enforcement mistakenly condemns efficient, procompetitive behavior of the sort that 

ought to be, you know, allowed to exist in the marketplace. 

Ms. Varney went on to say, ‘‘I think that this ruse that we have 

to be restrained in our enforcement because false positives will 

chill innovation take an economic toll on society and overall result 

in negative economic consequences, slowing output, increasing cost. 

I just think it is false. I think the more people start rejecting this 

idea of false positives, the better off we are going to be.’’ 

Do you tend to agree or disagree with Ms. Varney’s statements 

regarding false positives and overdeterrence? 

Mr. BAER. I do not recall reading that before, but let me say 

while I think there is a risk of being too cautious about taking action where you see a problem, there is a risk from being overly aggressive. And that really, as you said in your opening remarks, 

Senator, is how antitrust has gotten better, more disciplined over 

the years to take into account the possibility that an action could 

have adverse consequences, that an action being pushed by some 

people actually is an action that will not necessarily improve market conditions but may help a competitor. 

So bearing those considerations in mind it seems to me is critical 

to being successful in these law enforcement jobs. 

Senator LEE. OK. So you would agree, then, that overzealous enforcement of antitrust laws could cause harm. 

Mr. BAER. Yes. In short, yes. 

Senator LEE. Are there steps you can describe that you would 

take as the head of this office, if confirmed, that would help protect 

against such overzealous enforcement? 

Mr. BAER. I think a lot of those safeguards are in place right 

now, which is the discipline of making sure the lawyers and the 

economists, who are very helpful in making sure that the target 

zone is actually the right target zone, trying to work through the 

theory of how are consumers going to be better off if we act, worse 

off if we do not, that having that discipline in each and every matter—and I frankly think the professional staff down there is good 

at it. That is the approach one needs to take. 
76 

Senator LEE. OK. I am pleased to hear that. I am pleased to hear 

that you acknowledge there is some limit to that and that there are 

some risks associated with overzealous enforcement. There is, in 

my opinion, definitely such a thing as a false positive. 

I see my time has expired, Mr. Chairman. 

Senator KOHL. Mr. Baer, recent years have seen an increased 

consolidation among providers of telecommunications services, including cell phone companies, cable providers, and phone companies. Many consumers complain of rising bills for cable and Internet service. Many have little or no choice of cable companies or 

high-speed Internet providers. This consolidation trend includes 

last year’s attempt by AT&T and T-Mobile to merge, which I was 

pleased to see the Justice Department and the FCC successfully 

took action to block, and the currently pending transactions between Verizon Wireless and four of the Nation’s leading cable companies. 

Given the importance for millions of consumers of connecting to 

the Internet, I believe that ensuring competition in telecom should 

be of the highest priority. Do you agree with me regarding the importance of competition in these markets? 

Mr. BAER. I absolutely agree with you, Senator. 

Senator KOHL. Without asking for your views on any specific 

transaction, how will you evaluate transactions among telecom 

companies that do not involve mergers or acquisitions? For example, what will be your approach to evaluating marketing agreements among competitors? 

Mr. BAER. I think evaluating marketing agreements in any sector, there are two sides to the coin. One is, What are the procompetitive, efficiency-oriented justifications and do those really stand 

up to scrutiny? 

On the other hand, what is the risk there will be less competition, more coordination, and a less competitive, less effective marketplace for consumers going forward? 

When I was at the FTC in the 1990s, very often we had to make 

those sorts of assessments, evaluations of company justifications for 

a transaction, and to make sure that those were properly vetted 

and that they held up and that the risks to consumers were properly taken into account. 

It is a detailed, fact-specific inquiry, but it is one that needs to 

be done. 

Senator KOHL. All right. Mr. Baer, one of the very industries to 

enjoy wide-ranging exemptions from antitrust law is the freight 

railroad industry. Because of these exemptions, rail shippers have 

been victimized by the conduct of dominant railroads and have no 

antitrust remedies. Higher rail shipping costs are passed along to 

consumers, resulting in higher electricity bills, higher food prices, 

and higher prices for manufactured goods as well. 

So for years I sponsored legislation to abolish these obsolete antitrust exemptions for railroads. Our Judiciary Committee has approved this bill in each of the last three Congresses with only a single dissenting voice. 

Mr. Baer, do you agree with me that these antitrust exemptions 

should be repealed so that the railroads are subject to the same 

antitrust laws as virtually every other industry in our economy? 
77 

Mr. BAER. Mr. Chairman, I am very sympathetic to the goals of 

that legislation. I do understand that the administration has not 

taken a position on the legislation, and I am not privy to exactly 

why that is. And I would hope that that is one area I could get up 

to speed on very, very quickly, if confirmed by the Senate. 

I will say generally, philosophically I am very much an advocate 

for deregulation, and I view part of the role as being a senior antitrust official in the administration would be to be a forceful advocate for deregulation. 

Senator KOHL. So I take it that your position will be that you 

generally support the legislation that we are trying to get passed. 

You cannot act entirely in a unilateral fashion, but your own sense 

is that we should move in that direction of removing that exemption. 

Mr. BAER. I think where deregulation can be accomplished effectively, it is a very good thing. And I am a little cautious on this 

one, Senator, simply because I do not know the ins and outs of the 

administration’s thinking on it. 

Senator KOHL. All right. Recently, the Justice Department and 

the FTC have expressed concerns about how patent holders for 

high-tech products, especially those with so-called standard-essential patents, can act anticompetitively, for example, by going to the 

International Trade Commission seeking orders to exclude competitors’ products from being imported. The antitrust agencies have 

also expressed concern about other forms of so-called patent holdup 

and its impact on competition. 

In March, Chairman Leahy and I wrote to the Attorney General 

urging the Justice Department to consult with the ITC to ensure 

that exclusion actions brought before the ITC not be misused for 

anticompetitive purposes. 

So what is your view regarding exclusion orders and injunctions 

sought with respect to standard-essential patents and the potential 

for the misuse of the ITC process in these situations? 

Mr. BAER. Mr. Chairman, I was privileged to watch online the 

hearing the Judiciary Committee recently held on these very 

issues, and I agree with the very thoughtful testimony of Acting 

Assistant Attorney General Wayland and FTC Commissioner Ramirez that exclusion orders out of 337 proceedings at the ITC can 

be a problem, can be a back-door way of avoiding the RAND commitments that patent holders often make in order to get a standard 

adopted. So it is a real concern. 

I thought the approach that Commissioner Ramirez and Acting 

Assistant Attorney General advanced, that is, consultation, working closely with the ITC to make sure in applying its public interest standard it did not allow itself to be used as a back-door vehicle 

to exclude the exercise of patent rights, that it become part of the 

standard, is the right way to go. It is a key and a growingly important area of our economy, and being all over it I think is critical 

for antitrust enforcement. 

Senator KOHL. Good. Senator Lee. 

Senator LEE. I want to make sure I understand your answer, 

particularly the last part of your answer, regarding this issue pertaining to standard-essential patents. How was it that you said you 

think you could balance this or you could come up with a standard 
78 

that would prevent or at least discourage anticompetitive abuses of 

the standard-essential patent framework? 

Mr. BAER. My impression of the potential problem or real problem is that some companies participate in a standard-setting organization, agree to donate their intellectual property and have that 

incorporated in the standard, and commit to licensing those patents 

subject to a reasonable and nondiscriminatory royalty; but that 

there have been occasions—I actually learned from testimony before this Committee—where some of those people who made the 

RAND commitment over here might have then sought an exclusionary order over at the ITC in an effort to basically prevent people who had invested in developing products pursuant to a standard from actually coming to market. And to the extent that occurs, 

that can be seriously problematic. 

As I understand the ITC’s mandate, in deciding whether an exclusionary order is appropriate, it has the ability to take in the 

public interest factors. My point was—and, again, I am really 

agreeing with what has been stated before this Committee by the 

current antitrust officials down the street—that applying the public 

interest standard to deny an exclusionary order where somebody is 

trying to back-door is the right way to go. 

Senator LEE. OK. And you think that would be sufficient, in 

other words, that the public interest consideration could be sufficient to give them authority to do that, to deny the exclusionary 

order on that basis under that circumstance you described? 

Mr. BAER. Senator, candidly this is an area I need to know and 

learn more about. Right now my sense is that that is the right way 

to go. If it turns out that is not working, then letting this Committee know and considering the possibility of some legislative 

tweaking to make sure that power is there at the IT is something 

I think ought to be considered. 

Senator LEE. OK. Yes, that makes sense. That is helpful. Thank 

you. 

You have noted in the past that there is a debate inside and outside of Government about the extent to which agencies should work 

with merging parties to address concerns as opposed to blocking a 

transaction. Can you expand on your view of the proper circumstances in which conditions maybe should be imposed in lieu 

of blocking a particular transaction from being consummated? 

Mr. BAER. As a general proposition, it is always dangerous to be 

simplistic, but where there is a horizontal merger that is seriously 

flawed, I think the right way to go is to block or to seek a divestiture of the unacceptably concentrated parts of that acquisition. But 

when dealing with a vertical merger or a conglomerate merger, 

where there is the potential for some real efficiencies to flow to consumers, that may be a situation where some conduct, remedies, or 

restrictions on behavior is an appropriate way of allowing consumers to benefit from the cost reductions, the efficiencies or economies, at the same time make sure there is not an anticompetitive 

consequence. 

So, again, simplistically, that is how I see the world. 

Senator LEE. Right. There certainly are plenty of cases then in 

which conditions are going to be preferable to a block. Somewhere 

it may not be, but certainly plenty where it could be. 
79 

Mr. BAER. Yes, sir. 

Senator LEE. A 2008 American Bar Association report to which 

you contributed noted that antitrust regulators currently do not 

have any mandated timelines that determine their conduct of nonmerger investigations. As investigations have become drawn out, 

the cost for private industry has tended to increase, and lawful activity has a tendency, or at least a potential to be chilled. I think 

that is quite a fair assumption. The ABA report thus recommended 

that the antitrust agencies impose some kind of timelines for their 

investigations. 

Based on your experience as an antitrust official as well as in 

private practice, what are the problems and costs associated with 

the lack of reliable timelines for agency action or for non-merger 

investigations? And then going along with that, would you implement any timelines for such investigations at the Antitrust Division if you were confirmed? 

Mr. BAER. Senator, delay helps no one, right? If there is consumer harm occurring in the marketplace, a 3-year investigation to 

decide whether to go after or not does not help consumers. And if 

it turns out the harms are not there or are not provable, it is not 

fair to the companies to be under the spotlight for an indefinite period of time. 

A good manager works the caseload aggressively to make sure 

we are coming to outcomes as quickly as we can. There is—I have 

seen it in Government—a cost to putting the pen down and turning 

to a project over here and then coming back over here. There is a 

learning curve you have to go back up. 

So finding effective ways to make sure matters are disposed of 

quickly is good for everybody and it is good for the Government because people can move on to the next thing. 

The problem with too strict a time deadline scheme is that 

events happen. You know, a merger wave occurs, and because of 

the number of Hart-Scott-Rodino filings, resources need to be devoted to that time-sensitive and statutorily constrained time period. And so there may be periods where resources need to be redeployed. But the bottom line is it is a management obligation, and 

a manager ought to be held to a high standard of making sure 

things are investigated, decisions are made, and people get on to 

the next thing. 

Senator LEE. Right, right. That makes sense. And in the absence 

of a statutory time deadline, sometimes a good manager, sometimes the head of the office could impose that so that individuals 

are not running that on their own and it becomes a standardless 

exercise—subject, of course, to a waiver approved by the boss 

where circumstances necessitate that in order to accommodate the 

other caseload that is subject to a statutory time deadline. 

Thank you. 

Senator KOHL. Thank you, Senator Lee. 

Mr. Baer, over the last 5 years our Antitrust Subcommittee held 

three hearings on Google and competition in the Internet search 

and Internet advertising sectors. Last year, we examined allegations that Google was biasing its search results to favor its own 

products and services. Google has grown to become a dominant 

player in Internet search, a sector of vital importance to our econ-
80 

omy as a whole. Many industry observers compare Google Now to 

the dominance possessed by Microsoft a decade ago. 

I recognize the FTC is currently investigating the search bias 

issue, but the Justice Department has and will likely continue to 

scrutinize many issues affecting Google. 

With this in mind, how will you scrutinize allegations of anticompetitive behavior by Google and the Internet sector in the future? And do you believe it has the capability to gain a stranglehold over this market? 

Mr. BAER. Mr. Chairman, first of all, I do understand that there 

is some division of responsibility for certain Internet-related subject 

matters between the FTC and the Antitrust Division. I do not understand exactly how that is allocated. I am sure Chairman 

Leibowitz will educate me at the first opportunity. 

But anytime a dominant firm is in a position to hit a tipping 

point and abuse its position of dominance, Antitrust ought to be 

looking. It does not mean that they ought to be acting. It really depends on what the behavior is. And so being vigilant, whether it 

be a Microsoft or an Alcoa Aluminum, about firms that are successful—and we do not want to penalize success, but to make sure that 

success is not improperly translated into an unfair advantage in 

other markets is really a key part of what antitrust is all about. 

Senator KOHL. From time to time we hear calls that the old rules 

of antitrust do not apply to the so-called new economy. Others 

argue that antitrust principles remain sound and are flexible 

enough to take into account conditions in new industries. We are 

interested in your view. Do new high-tech industries such as this 

one require a different framework of antitrust enforcement? And 

what do you think that might look like? 

Mr. BAER. Senator, I actually think antitrust laws, as currently 

written and as interpreted by the courts, do give the flexibility to 

antitrust law enforcers to act effectively in a new economy. And the 

challenge simply is understanding what is going on, being able to 

ask the right questions, and, as Senator Lee and I were talking 

earlier, to be able to tell oneself a convincing and evidentially 

sound theory of consumer harm. And that is the challenge. But 

that is the challenge in a smokestack industry as well. And I think 

as I have watched Chairman Leibowitz and the Antitrust Division 

of the Justice Department over the years, I think they have done 

a pretty good job of meeting those standards; that is, understanding what is going on, asking the right questions, and intervening where it is appropriate. 

Senator KOHL. Good. Mr. Baer, for nearly a century it was a 

basic rule of antitrust law that a manufacturer could not set a minimum price for a retailer to sell its product. This rule allowed discounting to flourish and greatly enhanced competition for dozens of 

consumer products, everything from electronics to clothes. However, in 2007, in a 5–4 decision of the Supreme Court in the Leegin 

case, this was overturned, this rule was overturned, and it was 

held that vertical price fixing was no longer banned in every case. 

I believe this decision is very dangerous to consumers’ ability to 

purchase products at discount prices and harmful to retail competition. I have introduced legislation to overturn the Leegin decision 
81 

and restore the ban on vertical price fixing. So tell us, Mr. Baer, 

where do you stand on the issue? 

Mr. BAER. I would support legislative repeal of the Leegin decision, and I would support it for a couple of reasons. 

First, I thought Justice Breyer in his dissent in that 5–4 decision 

had it pretty right. It was well-settled law, there was widespread 

industry understanding of where the lines were, and there was serious risk of antitrust harm to consumers from vertical price fixing. 

A second concern I had is that, however well intentioned the majority was in the Supreme Court, it created a major dichotomy between Federal law, which now is—vertical price fixing is subject to 

a rule of reason—and State law, which in most cases still considers 

it per se unlawful. And that creates enormous confusion and misunderstanding in the business community. And for antitrust-compliant companies—and there are a lot of them out there who really 

just want to know what the rules are—to create that kind of dichotomy on a rule of law per se unlawful resale price maintenance 

did not seem to be creating confusion I think was unfortunate. 

Senator KOHL. Good. Senator Lee. 

Senator LEE. So you would have kept Dr. Miles? 

Mr. BAER. I would have kept Dr. Miles, Senator. 

Senator LEE. Some have argued that this move away from the 

Dr. Miles per se rule might not have that much of an effect, anyway, you know, that the rule-of-reason analysis is usually, perhaps 

almost always going to yield the same result. So is your affinity for 

the per se rule just because it is easier to manage, if you are going 

to achieve that outcome anyway, you might as well state it in a per 

se rule that is easier to apply? 

Mr. BAER. I think there is enough risk of harm and enough familiarity with the rule that a change actually does create more confusion than it does provide more certainty. I frankly think it is 

much harder in a rule-of-reason case—the standards, the proof of 

anticompetitive harm is—it is higher and it is more difficult for the 

Government to intervene. And given what seemed to me to be a 

well-understood and highly complied with rule, I thought we were 

better off keeping it. 

Senator LEE. I understand. I think there are those who would 

argue that, consistent with the consumer welfare analysis, it might 

make sense to leave open the possibility that consumer welfare 

might in some instances be enhanced or not diminished as a result 

of a rule like this. Interesting fodder for discussion. We are probably not going to get there. But your affinity for Dr. Miles does not 

necessarily signal a disagreement with the Robert Bork approach 

of consumer welfare? 

Mr. BAER. It does not. I think one of the benefits of more hardedged economic analysis in antitrust has been not to be automatically hostile, for example, to non-price vertical restraints. We have 

gone from a presumptively unlawful approach in the 1950s, 1960s, 

and early 1970s to a willingness to consider those as reasonable 

measures. And I think that is part of the contribution Judge Bork 

and others have made to antitrust analysis. 

Senator LEE. But it sounds like part of your analysis is based on 

the judicial manageability of the standard. It is a more traditionally manageable standard perhaps to stick to a per se rule, and I 
82 

think that point is irrefutable, so I will not go down that. I appreciate your insight on that. 

Under the Obama administration, antitrust regulators have increasingly relied on behavioral law and economics, that school of 

thought that attempts to account for irrational behavior within economic models. One commentator referred to the Obama administration as the ‘‘behavioral economics dream team.’’ But some observers note that this approach fails to produce a consistent or a 

coherent model for antitrust enforcement and that it may, in fact, 

lead to excessive Government interference and intervention. 

For example, the recent commentary noted that behaviorists 

have no way to identify irrational decisions, cannot reliably discern 

an individuals true preferences, and fail to account adequately for 

the social costs of a proposed intervention. 

Do you agree or disagree? Do you sympathize in any respect with 

that commentary? 

Mr. BAER. One of the things I told myself is I would be very candid in this hearing, and I candidly am not sufficiently familiar with 

that debate to be able to offer much insights. 

Senator LEE. OK. That is good to know. So that probably answers my next question, which is: If confirmed, would you come 

into this job with an intention of relying on behavioral law and economics to a greater or a lesser degree than those currently in the 

Government have been relying on it? 

Mr. BAER. I think the right answer is, if confirmed, I would have 

to get a lot smarter on that issue a lot faster. 

Senator LEE. OK. It sounds, in any event, like you are not a behavioral law and economics fanatic. 

Mr. BAER. I think that is fair. 

Senator LEE. This is not something that defines you. 

Mr. BAER. I am a fanatic Green Bay Packer fan. 

[Laughter.] 

Senator LEE. OK. Thank you. 

Thank you, Chairman. 

Senator KOHL. Mr. Baer, gas prices are at historically very high levels with the national average of around $3.50 a gallon. The main 

cause of high gas prices is, of course, the price of crude oil, and the 

price of crude oil is in large part under the control of OPEC’s production decisions. 

In the last few years, the Justice Department has spent an enormous amount of time and effort prosecuting price-fixing cartels. Yet 

the worst and biggest cartel in the world is the OPEC oil cartel, 

and we have not taken any action against them. 

So I sponsored a NOPEC bill which would permit antitrust actions by the Justice Department against any member nations of the 

OPEC cartel. This bill, NOPEC, has passed the Judiciary Committee five times in the last decade, and it passed the full Senate 

with 70 votes in 2007. 

So, Mr. Baer, do you agree that the actions of OPEC would be 

illegal if it was a group of private companies? Would you support 

the Justice Department in having the authority to bring antitrust 

lawsuits against OPEC member nations? 

Mr. BAER. Senator, I understand there are some significant international diplomatic issues embedded in that question, and I know 
83 

this administration and prior administrations have had some concerns about the legislation. Everybody, I think, who understands 

this area knows that the American consumer does not benefit from 

a cartel, whether domestic or foreign, government sponsored or privately managed. And one of the challenges, I think, of being in this 

job, if confirmed, is to try and help the administration effectively 

deal with issues of government-sponsored cartel behavior. 

Senator KOHL. Can I hear your answer? 

Mr. BAER. My answer is I think it is a serious issue, but what 

the right solution is is something I need to work closely with the 

administration on before expressing a view. 

Senator KOHL. Well, I appreciate that. I guess what I am asking 

is whether or not you see somewhat clearly or very clearly or not 

at all clearly that the fact that this operating cartel is occurring at 

the government level instead of at the private sector level and 

international, it does not make any difference. Now, how we deal 

with it, as you said, is another issue, but that it is serious and potentially is illegal as if it were a bunch of private companies. 

Mr. BAER. Mr. Chairman, I think you—I agree with what you 

said. There is no doubt that cartel behavior designed to raise 

prices, whether it be private or government sponsored, can have an 

adverse effect on the American consumer and ought to be a key 

focus of this administration as it has been in prior administrations. 

And my challenge is in knowing sitting here today what the right 

solution is. That I do not claim to know. 

Senator KOHL. All right. Mr. Baer, we have occasionally heard 

concerns from United States companies with global operations that 

they are being treated unfairly by other nations’ antitrust enforcement agencies. These companies assert that complying with multiple antitrust review processes is very expensive, burdensome, and 

time-consuming. They are also concerned with conflicting results 

among international antitrust authorities, particularly between the 

European Commission and the United States. 

On the other hand, other commentators point out that many 

American companies seek the assistance of international antitrust 

authorities to remedy anticompetitive problems in foreign countries. 

Do you believe that this is an important issue for you to address? 

What will you do to achieve greater coordination and harmonization between the United States and foreign antitrust agencies? 

Mr. BAER. Mr. Chairman, I think it is a top priority for antitrust 

enforcers to engage internationally with competition agencies 

around the world. We actually—I have seen in the last 20 or 25 

years an enormous improvement in the communication, the coordination, and, indeed, some degree of convergence on standards, 

whether it be cartel behaviors, some to a lesser extent, but some 

convergence on how best to approach mergers. Progress is being 

made, but it takes a lot of time and energy. Both the Justice Department and the FTC have been committed to that in Republican 

and Democratic administrations. I applaud it and see that externally as one of the key issues for the Assistant Attorney General 

for Antitrust helping communicate that our transparency, our due 

process, our predictability of outcomes has value around the world. 

Senator KOHL. Good. Senator Lee. 
84 

Senator LEE. A few years ago, you published an article in the 

Harvard Journal of Law and Public Policy. I think it was co-authored with David Balto. In that you argued that politics will not 

appropriately factor into antitrust enforcement. For example, you 

wrote that, ‘‘Agency enforcement decisions and judicial outcomes 

are consistently and transparently made on the basis of the law, 

the facts, and sound economics.’’ 

I certainly hope this is true. I tend to want it to be true. And 

yet, you know, we see from one Presidential administration to another that the style of enforcement, the instances in which enforcement actions are brought might change. And so one does wonder 

whether and to what extent that does actually happen. 

You have also stated that, as a general matter, people have applied antitrust laws in a neutral fashion. If someone wants to impose a higher tax or discourage consumption, it is a separate public 

policy question than allowing a cartel or allowing a monopoly. Here 

again I agree with your statement. I think that is absolutely the 

right aspiration to have with regard to antitrust law and its enforcement. 

What assurances can you give this Committee that under your 

leadership, if you are confirmed, the Antitrust Division will not be 

seeking to achieve any particular social outcome, any particular 

policy or political outcome, separate and apart from those policies 

that are embedded without our antitrust body of laws? 

Mr. BAER. Again, I think, Senator, hopefully past is prologue in 

that the record in 41⁄2 years of directing antitrust enforcement at 

the FTC demonstrated a certain level of objectivity and straightforwardness. I have seen that work with some of my colleagues behind me who have been in positions of public responsibility in the 

antitrust arena. 

Antitrust enforcement, law enforcement, loses credibility if it becomes seen as a political tool. These jobs are not totally without a 

partisan element to them in that there are different philosophies 

that people bring to bear that may affect on the margins decisions. 

Antitrust is best in the last 20 or so years. It has been at its best 

when it is nonpartisan and focused on economically rigorous 

thought with consumer interests the bottom line. 

Senator LEE. That is great. That is great. And now that I think 

about it, your Dr. Miles analysis actually dovetails nicely with that. 

One of the more riveting discussions I have had about per se rules 

in a number of years, so I thank you for that. 

Mr. BAER. Thank you, Senator. 

Senator LEE. Thank you very much, Mr. Baer. 

Thank you, Chairman. 

Senator KOHL. Thank you, Senator Lee. 

We have no further questions of you, Mr. Baer. We are going to 

keep the record open for a week for followup questions from members of the Committee. We thank you for being here. Speaking just 

for myself, I think you have done a great job. You have got a great 

history and past, and I have very high hopes for your ability to perform at the highest level as head of the antitrust Division. 

Mr. BAER. Thank you, Mr. Chairman. Thank you, Senator. 

Senator KOHL. Thank you all for being here. 

[Whereupon, at 2:08 p.m., the Committee was adjourned.] 
85 

[Questions and answers and submissions for the record follow.] 

QUESTIONS AND ANSWERS 

Senator Christopher A. Coons 

William J. Baer 

Nominee, Assistant Attorney General (Antitrust), U.S. Department of Justice 

Questions for the Record 

1. The U.S. brewing industry is undergoing a period of consolidation. At the same time, 

large brewers have implemented a number of business strategies designed to increase 

their leverage in the marketplace (such as by acquiring its own distribution network), and 

apply that leverage to gain market share (such as by rewarding distributors not to carry 

competitor products by means of so-called "loyalty" agreements). 

a. What pro-competitive purposes do three-tiered distribution models serve? 

Response: I have limited experience with antitrust issues involving distribution in 

the beer industry. I do appreciate that, under the Twenty-First Amendment to the 

Constitution, the regulation of alcohol is largely a matter of state authority. See. 

~, Granholm v. Heald, 544 U.S. 460, 493 (2005). This includes whether and 

how to implement a three-tiered distribution system. See id. at 466. If confirmed, 

I will make it a priority to better understand the brewing sector in order to make 

sure the Division is positioned appropriately to address any antitrust concerns 

raised by current or potential future conduct. 

b. How well is the three-tiered system at use in the beer industry serving those 

purposes? 

Response: Please see my answer above to Question 1.a. 

c. If confirmed, what will be your approach to ensuring market access for small 

brewers? 

Response: Please see my answer above to Question l.a. 

2. In 2010, the DOJ and USDA held a series of joint workshops on agriculture and antitrust 

enforcement issues. One ofthose workshops was focused on competitive dynamics in 

the seed industry. If confirmed, what will be your plan for addressing the concerns raised 

in this workshop as well as the other issues that were considered during the course of the 

workshops? 

Response: I applaud the joint workshops conducted by the Justice Department and the 

Department of Agriculture. I have read the Justice Department report on those 

workshops, as well as public remarks by DO] officials. See. e.g., Sharis A. Pozen, 

Agriculture and Antitrust: Dispatches and Learning from the Workshops on Competition 

in Agriculture, ANTITRUST, Spring 2012 at 8 ("A clear message from the workshops is 

that antitrust enforcement has a crucial role to play in fostering such a healthy and 

competitive agriculture sector."). I support the Division's "commitment to vigorous 

antitrust enforcement in the agricultural sector", id., and will continue that commitment if 

confirmed, subject, of course, to the appropriate recusal requirements. 
86 

Senator Richard J. Durbin 

William J. Baer 

Nominee, Assistant Attorney General (Antitrust). U.S. Department of Justice 

Questions for the Record 

I. Please discuss the recusal policy you will follow if confinned. 

Response: I will abide by all existing laws and regulations and by the ethics pledge 

President Obama requires of his nominees. In short that means that, if I am eonfirmed, 

for a two year period, I will not be involved in matters in which clients for whom J have 

personally worked in the two years prior to my confirmation are parties. It also means 

that for the same two year period I will not be involved in matters where my current law 

fiml -- Arnold & Porter LLP -- is representing a party. I will consult with and be 

guided by the Justice Department's ethics officer in complying with these limitations on 

my participation in Justice Department matters. 

2. J believe it is imperative that we have a Justice Department Antitrust Division that will 

investigate and halt anti-competitive behavior in the payment eard industry- an industry 

that plays an enonnous role in our economy and has a troubling history of antieompetitive practices. 

You have represented VISA, the largest payment card network, on antitrust matters. 

VISA has been the subject of a number of investigations by the Antitrust Division, 

including a recently-disclosed investigation into VISA's new merchant fee called the 

Fixed Acquirer Network Fee. 

If confirmed, will you recuse yourself from Antitrust Division investigations and actions 

involving VISA? 

Response: Yes. Visa is one such current client of mine, and therefore I would be subject 

to and adhere to the rccusal rules set forth in my response to Question I. 

3. Under your leadership, can you commit that the Antitrust Division will carefully 

scrutinize the payment card industry and take appropriate investigative and enforcement 

actions when anti-competitive behavior is alleged? 

Response: The Antitrust Division has a long record of vigorous enforcement in this area. 

To the extent I am able to participate in matters consistent with my ethics obligations, I 

will ensure that tradition is maintained. To the extent that I am recused from matters, I 

am confident that the leadership of the Department and of the Antitrust Division will 

make sure that all appropriate investigations and enforcement actions are pursued 

vigorously by the Justice Department. 

4. In your confinnation hearing, you discussed your views on the issuance of exclusion 

orders by the International Trade Commission CITC') in cases where standard essential 

patents ("'SEPs") have been found to be infringed. If confirmed. you may be asked to 
87 

express the Antitrust Division's views on proposals to limit the lTC's jurisdiction or limit 

its issuance of exclusion orders in cases involving SEPs. 

Our current system of patent protection, with ITC playing its key enforcement role. has a 

long history of working well to encourage innovation and stimulate competition. When 

complaints of unfair practices arise. case-by-case adjudication of such complaints, 

including adjudication by the ITC, has been largely effective in striking a fair balance 

between the interests of patent holders, alleged infringers and the public. I believe that 

any significant changes to the current system should be cautiously considered in order to 

ensure that this balance is not unsettled. 

Do you agree that any proposals to limit the availability of ITC exclusion orders in cases 

involving SEPs or to limit the use of the ITC as a forum for disputes involving imported 

products that allegedly infringe on SEPs should be made based on concrete data that 

demonstrates that our current system has a quantifiable problem with "patent hold-up," 

and not on the mere possibility of a "patent hold-up" problem? 

Response: At my hearing, I endorsed the thoughtful and cautious approach to this issue 

reccntly expressed by Acting Assistant Attorney General Wayland and FTC 

Commissioner Ramirez. Both recognized the potential for antitrust harms that could 

arise from ITC exclusion orders involving SEPs and indicated that the lTC's existing 

"public interest" authority could be sufficient to address those situations. I agree that 

any suggestion to changc cun'ent law ought to be based on real world experience 

demonstrating that the current framework is inadequate to protect consumers from 

antitrust harms. 

5. If you are confirmed, will you solicit the views of the ITC. the Patent and Trademark 

Office, the U.S. Trade Representative. industry stakeholders, standard-setting 

organizations and consumer groups before expressing views on behalf of the Antitrust 

Division regarding the issue of ITC exclusion orders in SEP cases and the extent of any 

"patent hold-up" problem that may exist? 

Response: I agree that consultation with the institutions and groups listed above is an 

appropriate process to follow before the Administration makes proposals to change 

existing law. 
88 

Senator Charles E. Grassley 

William .T. Baer 

Nominee, Assistant Attorney General (Antitrust), U.S. Department of Justice 

Questions for the Record 

I. Please give me a summary statement regarding your view on the purpose of antitrust law 

and the mission of the Antitrust Division of the Department of Justice? 

Response: The core purpose of the antitrust laws is to provide consumers and business 

with the benefits of a vigorously competitive free market system by taking action against 

anti competitive conduct, whether unilateral or concerted, and anti competitive mergers 

that threaten to deny consumers those benefits. Appropriate enforcement of the antitrust 

laws is vital to maintaining a healthy economy because competitive markets lead not only 

to lower prices for consumers. but also to an environment that encourages businesses to 

innovate. The Antitrust Division has the responsibility to ensure that the various laws 

Congress has enacted -- Thc Sherman and Clayton Acts, to cite but two examples -- arc 

enforced in a vigorous, effective and fair manner to realize these goals. 

2. What areas are you going to focus on if you are confirmed to lead the DO] Antitrust 

Division? What goals do you have for the DO] Antitrust Division? 

Response: As I noted in my testimony, I believe that the Antitrust Division has performed 

well in recent years. Its focus has been, and in my view, should continue to be, on cartel 

behavior that raises prices or otherwise adversely affects the welfare of consumers; 

mergers and other forms of consolidation that risk a substantiallesscning of competition; 

and single firm or collusive conduct that suppresses the free market competition to which 

consumers are entitled. Part of that law enforcement responsibility entails providing as 

much guidance as possible to the business community and consumers. In recent years it 

has involved. and in my view should continue to involve, close consultation with 

competition enforcement officials from other jurisdictions in an effort to promote fair, 

transparent and consistent application of competition principles around the world. I 

would also work to continue to ensure close cooperation between the Antitrust Division 

and state antitrust enforcers, which serve an important role in effective antitrust 

enforcement. 

3. How would you describe your approach to antitrust cnforcement? How different would 

your approach be to antitrust enforcement than the Bush Administration's? How do you 

think your antitrust enforcement analysis and priorities will be similar to or differ from 

those of your predecessors? 

Response: I think my track record in and out of government demonstrates that I approach 

antitrust enforcement sensibly. Enforcers need to be vigorous, effective and fair. The 

goal is to provide consumers with the benefits of unfettered competition. In that regard, I 

do not expcct my approach to enforcement to differ significantly from the approach taken 

by my predecessors at the Antitrust Division in recent Administrations. I was honored 

that prior Assistant Attorneys General going back to the early 1970s -- both Republicans 
89 

and Democrats -- support my nomination. See Letter from Thomas E. Kauper, former 

Assistant Attorney General for the Antitrust Division, et al. to The Honorable Patrick J. 

Leahy, Chairman and The Honorable Chuck Grassley, Ranking Member, United States 

Senate Committee on the Judiciary (Feb. 28, 2012) ("[Mr. Saer] possesses the 

intelligence, judgment, and leadership skills essential to serve effectively as Assistant 

Attorney General. We are confident he will continue the strong, rational, and nonpartisan 

antitrust enforcement tradition of the United States Department of Justice,"). Part of the 

recent success of antitrust enforcement is that enforcers, whether Republican or 

Democratic, agree on the core areas of enforcement, agree on the analytical framework 

that should be applied to evaluating whether certain behavior is likely to cause consumer 

harm and agree as well on the importance of providing guidance to the business 

community on the kinds of behavior that law abiding businesses should seek to avoid. 

4. I'm concerned about this Administration's apparent anti-business approach, including the 

massive tax increase proposed on business and the President's recent statement that "If 

you've got a business, you didn't build that." If confinned, should we be concerned that 

the DOJ Antitrust Division will be another anti-business tool of this Administration? 

Response: As noted above, I see the key role of the Antitrust Division as that of a 

nonpartisan law enforcer. Antitrust enforcement is most effective when it is analytically 

grounded and consumer-oriented. Moreover, I recognize from my years in private 

practice that the business community generally wants to know what the antitrust rules are 

so that businesses are able to comply with them. I applaud and would hope to continue 

the efforts of the Justice Department and the Federal Trade Commission to provide 

meaningful guidance to the business community on important issues, such as mergers, 

health care, competitor collaborations, and intellectual property. 

5. The 2008 Transition Report, that you participated in, states that antitrust .. [ e ]nforcement 

that is too aggressive can deter potentially efficient business relationships, while too little 

enforcement will have an insufficient deterrent effect and could lead to business 

arrangements that reduce competition in ways not outweighed by efficiencies. There is 

some difference of opinion, of course, regarding what constitutes too much or too little 

enforcement; each administration - and each senior enforcement official- grapples with 

finding the sweet spot in-between the two." What do you think constitutes too much or 

too I ittle enforcement? 

Response: It is hard to generalize because determinations as to whether specific conduct 

may violate the antitrust laws are intensely fact specific. That said, I am convinced that 

effective civil enforcement requires antitrust enforcers to be able to articulate and support 

factually a credible theory of economic harm to consumers before bringing an action. If 

enforcers hold themselves to that demanding standard, I think they can avoid both overenforcement that chills legitimate and pro-consumer behavior and under-enforcement that 

puts American consumers at risk. 

6. Do you believe that there are areas of under-enforcement and over-enforcement at the 

DOJ Antitrust Division? If so, what are those areas? What should be the right balance? 
90 

Are you concerned about over-enforcement of the antitrust laws that in effect is 

government regulation? If you are confirmed to lead the DOJ Antitrust Division, how do 

you intend to ensure that there is an appropriate level of enforcement? 

Response: As noted in my response to Question 5, I believe that both over and underenforcement are significant concerns. and. if confirmed, would be cognizant of guarding 

against both. Moreover. I believe antitrust enforcement in recent years -- under both 

Republican and Dcmocratic leadership -- has been moving in the right direction. I view 

antitrust as a "law enforcement" responsibility and not a "regulatori' mission. If 

confirmed. I would approach the job with that distinction in mind: antitrust is most 

effective when it focuses on removing illegitimate barriers to free market competition --

not when it imposes such barriers itself. 

7. One concern that I've heard expressed is a perceived divergence between the DOJ 

Antitrust Division and the Federal Trade Commission relative to their enforcement 

standards, which leads to different outcomes depending upon which agency is 

investigating a particular matter. Is this perception accurate? Do you agree that different 

approaches to antitrust enforcement can lead to arbitrary results and, if so, is that a good 

or bad thing? 

Response: As a general proposition I think the Federal Trade Commission and the 

Antitrust Division approach enforcement in a similar manner. This is best evidenced by 

the joint guidelines the two agencies have issued with respect to mergers. healthcare, 

competitor collaborations. and intellectual property. and by the joint hearings and 

workshops the two agencies have held in recent years to study new developments in areas 

such as patent and competition policy; international technical assistance; and single-firm 

conduct. There are certain inherent differences in the statutes each agency enforces and 

some differences in process -- for example the Antitrust Division pursues its cases in the 

federal courts while the FTC has the option of pursuing a violation of the FTC Act 

through the administrative process with a subsequent right of appeal to the federal courts 

of appeal. While these differences do create at least the potential for different outcomes. 

in my experience the agencies are at their best when they work hard to harmonize their 

approaches on substantive matters. If confirmed, my intent would be to continue that 

close coordination. 

8. On a number of occasions, you've encouraged more cooperation between the 001 

Antitrust Division and the Federal Trade Commission relative to the existing antitrust 

clearance process, reducing the burdensomeness of second requests. and increasing 

productivity and efficiencies at the agencies. If confirmed, what do you intend to do to 

improve the merger review process to make it more accurate, transparent and efficient? 

Response: Promoting accurate, transparent and efficient merger review was a key goal of 

mine during my service as Director of the Bureau of Competition at the FTC during the 

late I 990s. If confirmed, I would bring that same priority to the Antitrust Division. To 

promote efficient merger review. the two agencies need to have effective processes in 

place that allocate promptly merger review responsibility on specific matters. In 
91 

addition, both DOJ and the FTC need to issue Second Requests mindful of the costs and 

burdens those demands place on merging parties. At the same time, the parties to a 

merger need to understand that the I I art Scott Rodino process imposes tight deadlines and 

a real burden on antitrust enforcers to make an informed decision as to whether a merger 

risks reducing competition. The challenge is to balance those somewhat competing goals 

so as to make sound law enforcement decisions without imposing undue burdens. It is an 

ongoing challenge that I look forward to confronting, if confirmed. 

9. In general, what is your view of the use of consent decrees as opposed to court action to 

accomplish the goals of the DO] Antitrust Division'? Please explain your philosophy on 

the use of consent decrees. 

Response: In many cases, consent decrees are preferable to protracted and expensive 

litigation--both from the perspective of the merging parties and that of the Antitrust 

Division. Often a consensual settlement can address and resolve the competitive 

concerns the Antitrust Division has with a transaction -- sometimes involving divestiture 

of assets, sometimes imposing conduct restrictions and sometimes requiring both. 

Consent decrees, in appropriate circumstances, have the benefit of allowing the nonproblematic and potentially efficiency-enhancing aspects of a merger to go forward while 

addressing any areas of competitive concern. In some cases, however, the competitive 

problems with a deal are sufficiently pervasive that a settlement -- even one including 

significant concessions on the part of the merging parties -- is not a viable option; in 

others, the antitrust enforcers and the merging parties may not be able to agree on terms. 

In those situations, the Antitrust Division needs to be prepared to seek an injunction 

prohibiting the transaction or ending the anticompetitivc conduct. 

10. What do you see as the biggest challenges to international antitrust enforcement? Do you 

believe that there has been enough harmonization and cooperation between the different 

antitrust authorities? Do you believe that American businesses and their transactions are 

being treated fairly in the international antitrust arena? What steps will the DOJ Antitrust 

Division take under your direction to better harmonize its antitrust reviews and 

investigations with other antitrust authorities? 

Response: In my most recent time at the FTC I saw, and in the intervening 12 years I 

have continued to see, significant improvement in international cooperation and 

coordination among competition enforcers. I applaud those developments. Close 

coordination and frequent communication helps promote better and more consistent 

outcomes. That is good for the American consumer and it is good for American 

businesses. I would continue those efforts if confirmed. My focus would include both 

promoting coordinated outcomes and consistent enforcement in multi-jurisdictional 

antitrust reviews and urging commitment by enforcers worldwide to common principles 

of due process and transparency. 

11. In a June 2008 speech at the American Antitrust Institute, Ms. Varney, who went on to 

become AAG for Antitrust, described how the case against Microsoft began long before 

any judicial hearings took place. "Part of what you have to do when you're going to try to 
92 

bring a [Sherman Antitrust] Section Two case is you have to create the political climate," 

she said, Do you agree with this strategy, and if so, what 'political climate' will you be 

attempting to create? 

Response: I see antitrust enforcement in largely non-partisan terms. Where there is 

behavior or potential future behavior that poses the threat of competitive injury, the 

Antitrust Division needs to investigate. Where the facts and the law confirm that risk, the 

Antitrust Division needs to act vigorously and in a timely fashion to enforce. There will 

often be critical scrutiny of those law enforcement decisions. But that comes with the 

job. And the job is to make sound decisions that are well-grounded factually and legally. 

Antitrust enforcement, like other law enforcement, should be non-political. 

12. As you know, I've been extremely concerned about increased agribusiness concentration. 

reduced market opportunities and fewer competitors in the agriculture sector. and the 

inability of family farmers and producers to obtain fair prices for their products. I've also 

been concemed about the potential for increased anti-competitive business practices in 

agriculture. I believe that the DOJ Antitrust Division needs to dedicate more time and 

resources to agriculture competition issues. I'd like to get a commitment from you that, 

if confinned, the DOJ Antitrust Division under your watch will pay heightened attention 

to competition issues in agriculture. If you are confinned, can you assure me that 

agriculture antitrust issues will be a priority for the DOJ Antitrust Division? 

Response: I appreciate the importance to the American economy of competitive markets 

in the agricultural sector. You have my assurance that it will be an enforcement priority 

for me if confirmed. 

13. You're probably aware that the Justice Department and the Department of Agriculture 

recently participated in a series of workshops on agriculture competition issues. Are you 

confident that the DOJ Antitrust Division is scrutinizing these issues as closely as it can 

under the law? What more can it do? 

Response: I applaud the joint workshops conducted by the Justice Department and the 

Department of Agriculture. I have read the Justice Department report on those 

workshops, as well as public remarks by DO] officials. See. e.g .. 5haris A. Pozen, 

Agriculture and Antitrust: Dispatches and Learning from the Workshops on Competition 

in Agriculture, ANTITRUST. Spring 2012 at 8 ("A clear message from the workshops is 

that antitrust enforcement has a crucial role to play in fostering such a healthy and 

competitive agriculture sector."). I support the Division's "commitment to vigorous 

antitrust enforcement in the agricultural sector", id., and will continue that commitment if 

confirmed, subject. of course, to the appropriate recusal requirements. Given the areas 

where DOA regulatory responsibility and DO] antitrust enforcement duties potentially 

overlap, American consumers and the agricultural sector are well-served by close 

coordination between the two agencies. I would plan to continue that effort. Moreover, I 

believe close scrutiny of anticompetitive conduct in the agricultural sector should be a top 

priority for the Antitrust Division. Because I am not privy to the full range of non-public 

law enforcement etTorts already underway at the Antitrust Division, I am not in a position 
93 

to present an infonlled view on what more necds to be done. If confirmed, I can and do 

commit to getting up to speed on those matters very quickly to determine whether -- and 

what -- additional avenues of investigation by the Antitrust Division are warranted. 

14. The Justice Department and Depattment of Agriculture workshops demonstrated the 

unique nature of the agriculture sector and the unique challenges that sector faces. I have 

a bill that would require the DO] Antitrust Division to issue agriculture guidelines. Do 

you have an opinion on my bill? 

Response: If confirmed, I will consult with others in the Administration regarding your 

legislation. Generally, I support transparency in antitrust enforcement and, providing 

guidance to the business community on what behavior poses antitrust risk. Gaining an 

understanding of the competitive effects of prior transactions and enforcement decisions, 

and communicating the lessons learned to the business community provides helpful 

visibility into what types of transactions the federal enforcers may view as problematic in 

the future. 

15. I believe that the Justice Department and the Department of Agriculture, which enforces 

the Packers and Stockyard Act, should collaborate and work together to monitor anticompetitive activity in the agriculture industry. If you are confinned, will you commit to 

foster a closer and more productive relationship with the Department of Agriculture? 

Response: As noted above, I believe the joint hearings recently conducted by the two 

agencies represented a positive step in that direction, and I am committed to building on 

that progress. 

16. Do you think that there is a role for antitrust law in protecting the family farmer? If so, 

how would you use the antitrust laws to do this? In that regard, is there anything on the 

horizon that we should be looking at or that you consider a challenge in this area or 

agriculture generally? 

Response: The family farmer must be protected by the antitrust laws both in its role as a 

consumer of agricultural inputs and as a supplier of agricultural commodities, just as the 

antitrust laws are intended to promote effective compctition that protects all consumcrs 

and suppliers. If confirmed, I commit to getting up to speed on the Antitrust Division's 

enforcement efforts in this area as soon as possible. To the extent that there is behavior 

in the agricultural sector that poses a threat of competitive injury -- whethcr it be through 

concerted action, consolidation, or the exercise of monopsony power by buyers that deny 

suppliers competitive priccs -- I would pursue appropriate law enforcement actions. 

17. Could you discuss your general philosophy with respect to the intersection of intellectual 

property and antitrust? What challenges do you see for the DOJ Antitrust Division in this 

area? 

Response: I wrotc and spoke about this issue at some length when I was Director of the 

Bureau of Competition in the late 1990s. Intellectual property rights are a form of 
94 

property. As such, the owner's rights need to be respected and protected. At the same 

time, antitrust enforcers have a legitimate role in ensuring that IP rights are not abused to 

facilitate anticompetitive conduct. As this Committee's recent hearing on standard 

essential patents made clear, antitrust enforcers need to play close attention to the 

standard setting process and to be prepared to act in circumstanccs where antitrust laws 

are violated. 

18. In your opinion, what is the proper role of the antitrust and consumer protection laws in a 

high tech, e-commerce economy? 

Response: Antitrust and consumer protection laws serve similar ends in a technologydriven economy -- in short, to ensure that consumers are not victims of "bad" behavior. 

The means to that end are often similar -- ensuring that consumers benefit from a 

competitivc market place, and that innovation flourishes and that consumers benefit from 

innovation. However. there are some areas, such as in the privacy context. where a 

competitive marketplace alone may not adequately protect consumers from harmful 

conduct. In those situations, effective consumer protection laws and targeted 

enforcement are another key tool in the government's efforts to protect consumers. The 

antitrust and consumer protection laws therefore present both overlapping and, at times. 

complementary frameworks to ensure that consumers continue to be protected as 

economic paradigms shift and evolve. 

19. In a 1999 San Jose MercUlY News & Business article entitled ·'U.S. Antitrust Litigation 

Gets a Baer Hug," you were criticized for stepping into uncharted territory with regard to 

some of your legal arguments during your time at the Federal Trade Commission, 

including halting a Staples/Office Depot merger by narrowly defining the market 

involved, despite the two companies only controlling 5% of office supply sales. 

Similarly, you filed charges against Toys R Us based on their "significant market power" 

for allegedly pressing toy makers not to sell to discount stores, despite that Toys R Us 

was only responsible for 30% of sales by top toy makers - smaller than anything 

typically deemed to be a monopoly. One of your fonner law firm colleagues as well as a 

former FTC employee, William Sohn, described these actions as having "gone farther 

than I would have in his position." 

a. Are these tactics and understandings of market size and dominance ones which 

you plan to employ while at the DO.!? 

Response: The article cited correctly notes that the Federal Trade Commission's 

decisions to challenge the Staples/Office Depot merger and certain exclusionary 

activities of Toys "'R" Us generated some critical scrutiny at the time the cases 

were initiated. But it is important to note that the federal courts ultimately agreed 

with the Commission's view of the facts and the law in both matters and ordered 

the relief the FTC had requested. In the Staples matter, a federal district court 

judge issued a preliminary injunction against the deal -- agreeing with the 

Commission that the evidcncc showed that the market at issue was for office 

supplies bought through the large superstore chains and that the proposed merger 
95 

put consumers at risk of paying substantially higher prices than they would have 

paid without the merger. F.T.C. v. Staples, Inc., 970 F. Supp. 1066, 1074 (D.D.C. 

1997) (,,[T]he Court finds that the appropriate relevant product market definition 

in this case is, as the Commission has argued, the sale of consumable office 

supplies through office supply superstores."). A few years later the widely 

respected jurist from the United States Court of Appeals for the Seventh Circuit, 

the Honorable Richard A. Posner, devoted a chapter to the Staples case in his 

book on antitrust law. He praised the Commission's approach to that merger, 

both in terms of the analytics and the evidence and concluded with the statement 

that ""[e)conomic analysis of mergers had come orage." Richard A. Posner, 

Antitrust Law 158 (2d ed. 200 I). 

In the Toys "R" Us mattcr, the Federal Trade Commission issued a decision 

finding that the company had abused its position as the leading toy retailer by 

forcing manufacturers to agree collectively to deny competing discount retailers 

access to certain popular toys. The Commission's decision was unanimously 

upheld by the Seventh Circuit Court of Appeals, which concluded that "the 

Commission's decision is supported by substantial evidence on the record ... :' 

Tovs "R" Us. Inc. v. F.T.C .. 221 F.3d 928, 940 (7th Cir. 2(00). 

If confirmed, I would hope to bring analytically sound and factually supported 

antitrust challenges where there exists real potential for antitrust hann to 

consumers. In both of the cases cited above, the federal courts agreed that the 

Federal Trade Commission challenges had met those standards. 

b. What is the line point in defining what constitutes a monopoly, or when a 

company has "significant market power"'? 

Response: It is important to note that the Tovs "R" Us case involved allegations 

that the retailer had acted to orchestrate a horizontal conspiracy among 

manufacturers. which would be viewed as an antitrust violation regardless of what 

market share was held by Toys "R" Us. Moreover, I do not believe it is possible 

to draw a bright line in terms of what level of market share constitutes monopoly 

power. The key determination is not what specific market share percentage is 

held by a competitor, but rather what ability that competitor has to restrain 

competition. Toys "R" Us. Inc. v. F.T.C .. 221 F.3d 928, 937 (7th Cif. 2(00) 

(citation omitted) ("fT]he share a firm has in a properly defined relevant market is 

only a way of estimating market power, vvhich is the ultimate consideration.''). 

Ultimately, questions of antitrust are fact-specific and a detem1ination of what 

constitutes market power depends on the circumstances of that individual market. 

c. Staples and Office Depot together would only have controlled 5% of office supply 

sales. When a proposed merger would result in the merged company's control of 

only I % of a market, can the DOJ intervene? 
96 

Response: In my years in public service and in private practice, I have not seen a 

horizontal merger involving such small market shares that warranted government 

intervention. That said, the proposed merger of Staples and Office Depot 

involved two firms whose respective market shares in the relevant antitrust 

market were quite large. The federal court firmly rejected the contention of the 

parties that the market was vast and that their respective market shares were low. 

Instead, the court found that the merger would have created monopolies in many 

local markets and duopolies in many others. In Staples/Office Depot as in all 

antitrust cases, a careful and reasoned analysis of what constitutes the relevant 

market -- the market affected by the conduct in question -- is key to determining 

whether a proposed merger will cause economic harm to consumers and was key 

to thc court's decision to issue a preliminary injunction in Staples/Office Depot. 

20. A 1998 Legal Times article entitled "'The Other Antitrust Chief," characterized your work 

at the FTC Competition Bureau as "activist approach to nonmcrgcr conduct:' 

a. Would you consider your general approach to non-merger conduct "activisC? 

Why or why not? 

Response: The activist label is not one I would have applied to myself during my 

time leading the FTC's Competition Bureau. As an antitrust enforcer I have 

always tried to focus on behavior that caused or created a real risk of causing 

consumer harm. Where that determination could be confidently made, I 

recommended that the Commission pursue vigorously its law enforcement 

options. To me that is not "activist"; that is doing the job Congress directed the 

Federal Trade Commission to do. I would bring that same attitude to the Antitrust 

Division if confirmed by the Senate. 

b. How would you define an "'activist" approach to addressing non-merger conduct? 

Response: I think the term "activist" is inapt in this context. Whether the 

Antitrust Division is dealing with mergers. cartels or other conduct, my job, if 

confirmed. would be the same. I would be charged with investigating situations 

where the conduct in question creates a risk ofsigniticant consumer harm and 

pursuing vigorously those situations where careful consideration of the evidence 

and the law confirm the existence or potential for a violation of the antitrust laws. 

21. In 1999. an Investor's Business Daily article entitled "Antitrust Targets Vertical Deals" 

noted that the Federal Trade Commission under the Clinton Administration challenged 

nearly two dozen vertical agreements, whereas the Reagan and Bush Administrations 

combined had challenged only two. The article contended that this increase in vertical 

merger challenges made for an uncertain business environment. and you were quoted as 

saying, "'Because we've got a pretty good track record of deliberating carefully and 

quietly, it is hard to predict (what deals might be reviewed);' and that such 

unpredictability "'might be cause for a little caution in investment strategies:' 
97 

a. Where do you draw the line in terms of deciding what type of vertical mergers 

warrant closer scrutiny? 

Response: Most vertical mergers, in my experience, do not raise competition 

concerns. Indeed, there are instances where a vertical merger may have 

significant procompetitive aspects that outweigh any risks to competition that 

might also flow from the transaction. As with any potential enforcement action, it 

is therefore important to carefully and closely assess the facts to determine 

whether there is, on balance, a hann to consumers flowing from the proposed 

transaction. The vertical mergers most likely to require a close look by 

government enforcers are those where there is risk that competition may be 

foreclosed by the transaction or other anti competitive effects. Even where there is 

a risk of anticompetitive harm, it is often possible for the Antitrust Division to 

obtain remedies that prevent that hann (such as requiring firewalls that prevent 

the flow of competitively sensitive information from customers of the acquired 

firm that compete with the acquirer) while allowing the transaction to proceed and 

(he efficiencies of a vertical merger to be recognized. 

b. Are you concerned with the effect that unpredictability of antitrust oversight 

could have on the business environment? 

Response: I applaud efforts to provide as mueh predictability as possible in 

antitrust oversight, and therefore I believe it to be fundamentally important to 

provide the business community appropriate guidance on merger enforcement. 

That is why I. as a private practitioner, was an active supporter of the 20] 0 effort 

by DO] and the FTC to update and clarify the Merger Guidelines. The point is to 

provide the business community the tools necessary to assess in advance the 

likelihood that the proposed course of conduct poses a serious antitrust risk and 

potential for an enforcement action. 

c. How do you plan to strike a clear balance between valid oversight and the 

potential for chilling positive business development? 

Response: I think it is important for enforcement officials to be as transparent as 

possible in explaining what causes them to act or not act, in a particular matter. 

As a private practitioner for many years, I found that kind of transparency helped 

me counsel clients on what mergers posed serious antitrust risk and what mergers 

did not. Upfront guidance is the most efficient deterrence for problematic 

transactions because it enables the business community to decide in advance 

whether a proposed transaction poses serious antitrust risk. I see it as an 

important part of the job of the Assistant Attorney General for Antitrust. 

d. Would you expect vertical merger challenges to constitute a significant portion of 

the DO] Antitrust Division's workload? 
98 

Response: It is hard to answer that question in the abstract. As I noted. many 

vertical mergers pose little or no antitrust risk and accordingly require little or no 

scrutiny. In my experience a higher percentage of horizontal mergers in 

concentrated markets are likely to require closer investigation, but ultimately the 

answer will depend necessarily on what transactions the business community 

chooses to pursue and the specific facts of individual transactions. 

22. In 1998, during your time at the Federal Trade Commission, the Federal Trade 

Commission brought a case against Intel based on its business relationship with three 

customer companies and Inters refusal to give up some of its technology to these 

companies unless they licensed their own technology to Intel. What was considered 

unusual about this case was that these companies were customers of Intel's, a relationship 

that is not typically regulated by antitrust law. 

a. Are relationships with customers such as these companies an appropriate area of 

regu iation for the 001' s antitrust division? 

Response: The Commission's complaint in the 1998 Intel case focused on 

concerns that certain customers were also potential or actual competitors of Intel 

and that Intel's actions were inappropriately restraining horizontal competition in 

the market for general purpose microprocessors. Specifically. the complaint 

charged that Intel suspended its traditional information sharing practices with 

certain customers in order to compel those companies to end intellectual property 

disputes with Intel and to grant Intel licenses to patented technology developed 

and owned by those companies. The FTC's complaint focused primarily on 

restraint of horizontal competition. The consent agreement that was ultimately 

reached between the FTC and Intel focused on resolving those concerns to the 

satisfaction of both parties. 

b. How do you distinguish between Inters conduct and the type of conduct engaged 

in by nearly all businesses in negotiations between suppliers and business 

customers? 

Response: The Commission's concern in that case was whether a critical supplier 

was unfairly disadvantaging potential rivals who were also customers. 

c. Where do you draw the line between valid business negotiations and antitrust 

violations? 

Response: The line in my view needs to be drawn in a fashion that provides for 

antitrust enforcement where single firm conduct risks adversely affecting 

competition. Our competitive market system needs to leave plenty of room for 

aggressive competition. That rivalry benefits consumers through lower prices and 

through innovation. However, in those limited circumstances where behavior by 

a dominant firm forecloses competitors and thereby denies consumers the benefits 

of a competitive marketplace. antitrust enforcement has an important role to play. 
99 

Senator Amy Klobuchar 

William J. Baer 

Nominee, Assistant Attorney General (Antitrust), U.S. Department of Justice 

Questions for the Record 

I. Mr. Baer, you have considerable experience in antitrust law. Can you elaborate on how 

your experience has prcpared you to be an Assistant Attorney General for the Antitrust 

Division'? 

Response: I have had the great privilege of working both as an antitrust enforcer (while at 

the Federal Trade Commission) and as an antitrust counselor (while in the private sector). 

I have learned a lot from those experiences. I think I appreciate the importance of 

vigorous. effective and fair enforcement. Consumers and the business community 

deserve all three. Vigorous enforcement does not do much good unless it is targeted at 

real problems and produces positive results. Antitrust enforcement risks losing 

credibility unless it is perceived as fair and effective. 

2. How would you balance the need to prohibit anti-competitive practices while still 

allowing businesses innovate and maximize profits? 

Response: I believe it is important for enforcement oflicials to be as transparent as 

possible in explaining what causes them to act, or not act, in a particular matter. 

Effective enforcement requires antitrust enforcers to be able to articulate and support 

factually a credible theory of economic hann to consumers before bringing an action. 

Such upfront guidance can efficiently deter problematic transactions, and help avoid both 

over-enforcement that chills legitimate and pro-consumcr behavior and underenforcement that puts American consumers at risk. 
100 

Senator Michael S. Lee 

William J. Baer 

Nominee, Assistant Attorney General (Antitrust), U.S. Department of Justice 

Questions for the Record 

1. When speaking before the Antitrust Modernization Commission in 2005, you noted 

several factors the FTC weighs when deciding to challenge a merger, including customer 

complaints. barriers to entry. and internal documents. With respect to the HerfindahlHirschman Index, you stated that "[T]he bottom line is that HHI numbers are not 

dispositive," and that "enforcement decisions appropriately weight other factors." 

a. If confirmed, which factors would you direct the Antitrust Division to weigh 

when reviewing proposed mergers? 

Response: If confirmed, I would direct the Antitrust Division to assess proposed 

mergers according to the analytical techniques set f01th in the revised Horizontal 

Merger Guidelines. These Guidelines assist the enforcement agencies in 

"identify[ingJ and challeng[ing] competitively harnnful mergers while avoiding 

unnecessary interference with mergers that are either competitively beneficial or 

neutral," and assist the business community "by increasing the transparency of the 

analytical process underlying the Agencies' enforcement decisions:' U.S. Dep't 

of Justice and Fed. Trade Comm'n, Horizontal Merger Guidelines I (20 I 0). I 

believe these Guidelines accurately identify the appropriate factors to consider in 

reviewing proposed mergers, which include the presence or absence of barriers to 

entry, efficiencies, and whether the transaction involves failure and exiting assets. 

2. Private parties rely heavily on the joint DOJ/FTC Horizontal Merger Guidelines. The 

agencies recently updated these Guidelines after not making significant revisions during 

the previous 18 years. You have noted that toward the end of this 18-year span, the 

Guidelines' approach did not always accurately reflect the on-the-ground reality of how 

the DOJ investigates mergers.' This divergence between the Guidelines and DOJ practice 

increases uncertainty and costs for businesses as they contemplate mergers. 

a. If con finned. what steps would you take to educate industry about the Antitmst 

Division's current analytical approach to mergers, particularly when it differs 

from the Guidelines'? 

Response: While at the Bureau of Competition at the Federal Trade Commission, 

I was privileged to be involved in the 1997 revisions to the Merger Guidelines. 

Those revisions. as well as subsequent joint efforts by DOJ and FTC, such as the 

2006 Commentary on the Horizontal Merger Guidelines. reflect the Agencies' ongoing efforts to make their decision-making process as transparent as possible to 

the business community. I believe thal the 2010 Horizontal Merger Guidelines 

, See. e.g., Bill Baer, Remarks at the Dcp't of Justice and Fcd. Trade Comm. Merger Workshop 

176-77 (Feb. 19,2004). 
101 

further reflect a solid bipal1isan effort to continue to provide a framework 

pursuant to which businesses can understand the reasoned approach behind 

merger enforcement, enabling them to evaluate proposed transactions and 

anticipate likely government response thereto. I would plan to continue this 

policy of transparency and communication so that the business community is 

informed of evolution in the analyses applied by the Agencies. 

3. In 2008, the Antitrust Division completed a Report entitled Competition and Monopoly: 

Single-Firm Conduct under Section 2 of the Sherman Act. Among its key findings, the 

Report stated that market power alone does not prove the existence of monopoly power 

and that no single test for determining whether conduct is anti-competitive works well in 

all cases. The report also cautioned against vague and overly inclusive enforcement 

actions based on their potential to undermine economic growth and hann consumers. 

President Obama's first AAG in the Antitrust Division. Christine Varney. withdrew that 

Report, stating that it "goes too far in evaluating the importance of preserving possible 

efficiencies," and as a result "understates the importance of redressing exclusionary and 

predatory acts that result in harm to competition. distort markets. and increase barriers to 

entry." 

a. Do you agree with Ms. Varney's assessment of the Section 2 report and would 

you have withdrawn it? 

Response: I believe that the Section 2 report generally contained sound analysis of 

the Supreme Court's Section 2 jurisprudence. However. I agree with former 

Assistant Attorney General Varney that the report's conclusions espoused a more 

hesitant approach toward enforcement than is warranted by the case law and did 

not focus sufficiently on the protection of consumer welfare. In addition, the 

Section 2 report was one of the few statements of antitrust enforcement pol icy in 

the last twenty-five years that was not issued jointly with the FTC. Indeed, a 

bipartisan majority of the FTC expressed concern that the approach articulated in 

the rcp(nt's conclusions could "radically weaken[l enforcement of Section 2 of 

the Sherman Act." Statement of Commissioners Harbour, Leibowitz. and Rosch 

at I (Sept. 8. 2008). I believe that coordinated statements of po \icy engender 

confidence in the Agencies and providc clearer guidance for businesses and 

practitioners. and that is what I would strive for if confinned. 

b. With which specific findings and recommendations in the report do you disagree? 

Response: The Section 2 report, in my opinion, suggested approaches to 

enforccment in areas such as predatory pricing, bundled pricing, refusals to deal. 

and exclusive dealing, that were more restrictive than warranted by the case law. 

In particular. I agree with those who worried that the "disproportionality tesC 

endorsed by the report, which would bc employed where conduct-specific tests 

were not applicable and would prohibit conduct only where thc anticompetitive 

harms substantially outweigh the likely procompetitive benefits, strayed from the 

established standard for proving harm to competition and could inhibit efTective 

enforcement against anticompetitive conduct 
102 

c. Are there any findings or recommendations in the report with which you agree, 

and if so, which? 

Response: As noted in my previous responses, although the Section 2 report 

contained a sound analysis of existing Supreme Court precedent, I believe that 

the resulting enforcement guidelines in the report were more constrained than 

would be supported by that precedent. 

4. A 1998 Business Week article entitled "The FTC's Eager Sheriff' described your 

approach to antitrust enforcement as very aggressive. The article argued that. under 

Chairman Pitofsky and with your leadership in the Bureau of Economics, the FTC had 

engaged in "easily the most aggressive antitrust activity in 25 years," including opposing 

20 mergers in the first 5 months of 1998.2 

a. What is your reaction to this analysis and how would you characterize your 

approach to antitrust enforcement, both while Director of the FTC's Bureau of 

Competition and more generally? 

Response: I believe that the purpose of antitrust enforcement is to provide 

consumers with the benefits of vigorously competitive markets by taking action 

against restraints that threaten to deny consumers those benefits. I believe that 

my track record reflects that I approach antitrust enforcement sensibly. 

Enforcers must be vigorous and effective, but fair. In my time at the FTC, I 

believe that I followed these basic tenets and, if confirmed, would expect to do 

the same at the Antitrust Division. 

5. In your testimony you stated that you would support a legislative repeal of the Supreme Court's 

decision in Leegin Creative Leather Prods.. Inc. v. PSKS, Inc., 551 U.S. 877 (2007). Doing so 

would restore a standard of per se illegality for resale price maintenance ("RPM") agreements. 

The Supreme Court has held that per se illegality is only appropriate when the conduct is 

"manifestly anticompetitivc"] and ·'lackls] ... any redeeming virtue ... 4 

a. Do you disagree with the Supreme Court's standard for applying a per se standard 

only to conduct that is manifestly anticompetitive and lacks any redeeming 

virtue? 

Response: I agree with the Supreme Court's detel111ination that manifestly 

anticompetitive conduct should be judged per se unlawful. In the RPM context, 

past precedent has given manufacturers the flexibility to impose legitimate 

vertical restraints while limiting per se condemnations to agreements between 

2 Trustbuster William Baer: tne FTC's Eager SherifJ; Business week (July 5, 1998), available at 

http://www.businessweek.com/stori esl I 998-07 -0 5 Itrustbuster-wi I I iam -baer-the-fics-eagersheriff. 

3 Continental T. v.. Inc. v. GTE Sylvania Inc .. 433 U.S. 36, 49-50 (1977). 

4 Nw. Whalesale Stationers. Inc. v. Pac. Stationery & Printing Co., 472 U.S. 284, 289 (1985) 
103 

manufacturers and dealers on resale prices. 

b. Many economists believe RPM can yield procompetitive results.s Do you dispute 

that RPM can sometimes yield procompetitive benefits? 

Response: I believe that the pre-Leegin framework provided opportunities for 

vertical restraints that allow manufacturers to achieve procompetitive objectives 

and prohibited likely anticompctitive conduct, while offering clarity and 

consistency to the business community. Essentially, the pre-Lee gin framework 

continued to allow legitimate manufacturer-imposed vertical restraints, such as a 

manufacturer's ability to suggest resale prices to dealers. At the same time, it 

prohibited collusive conduct that had the purpose and effect of limiting 

discounting by competing retailers. See Leegin Creative Leather Prods., Inc. v. 

PSKS, Inc., 551 U.S. 877, 910, 912 (2007) (Breyer, l, dissenting) (,,[AJgreements 

setting minimum resale prices may have serious anticompetitive consequences." 

"Most economists today agree that ... resale price maintenance tends to produce 

higher consumer prices than would otherwise be the case."). 

6. Many economists believe that exclusive dealing arrangements can yield procompetitive 

benefits, including the value that arises from manufacturers investing in promotional or 

other demand enhancing services without fear of discount retailers free-riding on that 

investment. At the same time, the risk of anticompetitive harm in exclusive dealing 

arrangements may be mitigated by the competition that a manufacturer and retailer 

continue to face with respect to their product. 

a. Do you agree with those economists that conclude that exclusive dealing 

arrangements may yield procompctitive benefits? 

Response: I agree that exclusive dealing arrangements, which require the 

purchase of products or services exclusively from a single supplier, do have the 

potential to yield procompetitivc bcnefits. For this reason, such arrangements arc 

appropriately analyzed under a rule of rcason standard to determine whether, on 

balance, any anlicompetitive harms resulting Irom the restraint are outweighed by 

procompetive benefits, such as distribution efficiencies. 

b. Do you agree that retailers participating in exclusive dealing arrangements face 

competition within the market for their product? 

5 See. e.g.. Benjamin Klein, Competitive Resale Price Maintenance in/he Absence of FreeRiding, FTC Hearings on Resale Price Maintenance, (February 17,2009), available at: 

http://www.ftc.gov/opp/workshopsirpm/docs/bklein0217.pdf; See Bureau of Economics Staff 

Report to the FTC, T. Overstreet, Resale Price Maintenance: Economic Theories and Empirical 

Evidence 170 (1983) (noting that "[e]fficient uses of[resalc price maintenance] are evidently not 

unusual or rarc"). 
104 

Response: While it is difficult to generalize, a rule of reason assessment of 

exclusive dealing would appropriately look at a number of factors, including the 

extent to which consumers benefit from robust interbrand competition. 

C. Are RPM agreements materially different from exclusive dealing arrangements 

with respect to their potential for procompetitive benefits and their mitigated risk 

of anticompetitive hann'? 

Response: As Justice Breyer notes in his dissent in Leegin, RPM agreements have 

historically been demonstrated to be sufficiently anticompetitive for Congress and 

the courts to conclude that per se treatment was warranted. Leegin Creative 

Leather Prods., Inc. v. PSKS. Inc., 551 U.S. 877, 908-09 (2007) (Breyer. J., 

dissenting) ("[In overturning Dr. Miles,] [tJhe Court justifies its departure from 

ordinary considerations of stare decisis by pointing to a set of arguments well 

known in the antitrust literature for close to half a century. Congress has 

repeatedly found in these arguments insufficient grounds for overturning the per 

se rule. And, in my view, they do not warrant the Court's now overturning so 

well-established a legal precedent."). And courts had excepted from per se 

condemnation ccrtain behaviors that allowed manufacturers to encourage the 

provision of services from their dealers and to minimize the risk of free riding by 

discounters. As a result I think the pre-Leegin per se rule appropriately 

condemned agreements between manufacturers and dealers on minimul11 resale 

prices -- those vertical restraints unlikely to achieve the procompetitive benefits 

potentially found in exclusive dealing arrangements and therefore warranting rule 

of reason assessment. 
105 

SUBMISSIONS FOR THE RECORD 

The Honorable Patrick J. Leahy 

Chainnan 

Committee on Judiciary 

United States Senate 

224 Dirksen Senate Office Building 

Washington, DC 20510 

Re: William J. Baer 

Nominec 

February 28, 2012 

The Honorable Charles E. Grassley 

Ranking Member 

Committee on Judiciary 

United States Senate 

224 Dirksen Senate Office Building 

Washington, DC 20510 

Assistant Attorney General in Charge of the Antitrust Division 

Dear Chainnan Leahy and Ranking Member Grassley: 

The undersigned are former Chairs of the Section of Antitrust Law of the American Bar 

Association, the largest global organization of antitrust lawyers and economists and a leading 

proponent of the importance of competition to a free economy. We write today in support of the 

nomination of William Baer to be Assistant Attorney General in charge of the Antitrust Division of 

the United States Department of Justice. We support Mr. Baer because of his demonstrated ability 

as an antitrust lawyer and his outstanding record of public service. While the undersigned fonner 

Chairs of the Antitrust Section include Democrats, RepUblicans, and Independents, we are all 

united in our support for Bill Baer's nomination to head the Antitrust Division. 

Bill Bacr has demonstrated throughout his career that he is an excellent antitrust lawyer. 

He has handled with excellence a broad array of antitrust matters. From major mergers to cartel 

investigations, he has a lengthy resume of experience and success. His extensive antitrust 

background makes him well qualified to be the Antitrust Assistant Attorney General. 

Bill Baer's excellence as an antitrust lawyer is well known and recognized by his peers, 

clients, and professional organizations. He has been recognized as follows: 

The Best Lawyers in America 2012 for Antitrust Law 

Washingtonian's "Best Lawyers" 2011 for Antitrust 

Best Lav,'Yers "Washington, DC Antitrust Lawyer of the Year" 20 I 0 and 2012 

The Legal 500 US 2011 "Leading Lawyer" for Antitrust 

Chambers USA: America's Leading Lawyers for Business 2011 for Antitrust 

Washington, DC Super Lawyers 20 II: "Top 10 Lawyers in DC" 

The International Who's Who of Competition Lawyers 2011 

Chambers Global: The World's Leading Lawyers for Business 2011 for 

Competition/Antitrust 

PLC Which lawyer? Yearbook 20 II: Endorsed for Competition/Antitrust 

The National Law Journal list of "The Decade's Most Influential Lawyers" 2010 

Chambers USA's Award for Excellence 2008 for Antitrust 
106 

The Honorable Patrick J. Leahy 

The Honorable Charles E. Grassley 

February 28, 2012 

Page 2 

Bill Baer also has a distinguished record of public service. He twice has worked at the 

Federal Trade Commission. Upon graduation from law school in 1975 he joined the Commission 

as a Trial Attorney in the Bureau of Consumer Protection. Later he served as Assistant to the 

Director of the Bureau of Consumer Protection, Assistant to the Chairman of the FTC, and 

Assistant General Counsel in Legislation and Congressional Relations. In 1980 he left the 

Commission to enter private practice, but returned to the Commission in 1995 to serve for the next 

four years as the Director of the Bureau of Competition when Robert Pitofsky was Chairman of the 

FTC. While Director he led numerous enforcement efforts, including the Commission's challenge 

of Staples' acquisition of Office Depot, the Commission's challenge to mergers involving the four 

largest drug wholesalers and the Commission's challenges to exclusionary conduct by Toys R Us 

and Intel. 

He has demonstrated leadership skills. During the period when he led the FTC's Bureau of 

Competition, it was widely regarded as an especially effective enforcement agency. As the head of 

the Arnold & Porter antitrust group, he has built it into one of the most well respected practices in 

the world. He has always enjoyed the loyalty of his team. 

He has experience in international issues, which are increasingly important to antitrust 

enforcement and competition policy. Those issues became important during his tenure at the FTC, 

so Bill worked regularly with his international counterparts. He was responsible for opening 

Arnold & Porter's office in Brussels, and regularly commutcd to Brussels for several years. 

Bill Baer's experience and judgment have been recognized by his alma maters. He has 

served on the Board of Visitors of Stanford Law School and currently is Vice Chair of the 

Lawrence University Board of Trustees. 

Based on his demonstrated abilities, his widely acknowledged expertise in antitrust his 

broad experience, his outstanding record of public service, and his commitment to the importance 

of antitrust enforcement to maintaining a competitive economy, we all support the nomination of 

William J. Bacr to be Assistant Attorney General in charge of the Antitrust Division. Because the 

current Acting Assistant Attorney General, Sharis Pozen, has announced that she will leave the 

Antitrust Division on April 30, we urge the Committee to conduct a hearing promptly so Bill Baer 

can be confirmed as soon as possible. Thank you for your consideration of this letter of support. 

1977 -1978 

1980-1981 

1981 - 1982 

1983 - 1984 

Ira M. Millstein 

Harvey M. Applebaum 

Edward William Barnett 

Richard W. Pogue 

Sincerely, 

1985 - 1986 

1987 - 1988 

1988 - 1989 

1989 - 1990 

James T. Halverson 

James F. Rill 

Irving Scher 

Harry M. Reasoner 
107 

The Honorable Patrick J. Leahy 

The Honorable Charles E. Grassley 

February 28. 2012 

Page 3 

1990-1991 

1991 - 1992 

1992 - 1993 

1993 - 1994 

1994 - 1995 

1995 - 1996 

1996 - 1997 

1997 - 1998 

1998-1999 

1999 - 2000 

2000 - 2001 

J. Thomas Rosch 

Robert P. Taylor 

Michael L. Denger 

Alan H. Silbennan 

Caswell O. Hobbs 

John DeQ. Briggs 

James R. Loftis, III 

Robert C. Weinbaum 

Phillip A. Proger 

Janet 1.. McDavid 

Ky P. Ewing, Jr. 

2001 - 2002 

2002 - 2003 

2003 - 2004 

2004 - 2005 

2005 - 2006 

2006 - 2007 

2007 - 2008 

2008 - 2009 

2009 - 2010 

2010 - 2011 

cc: Members of the Senate Committee on the Judiciary 

WAI-3059522vJ 

Roxane C. Busey 

Robert T. Joseph 

Kevin E. Grady 

Richard 1. WaJlis 

Donald C. Klawiter 

Joseph Angland 

Kathryn M. Fenton 

James A. Wilson 

Ilene Knable Gotts 

Allan Van Fleet 
108 

February 16,2012 

VIA E-MAIL and FACSIMILE -202-224-9516 

The Honorable Patrick J. Leahy 

Chainnan 

United States Senate Committee on the Judiciary 

224 Dirksen Senate Office Building 

Washington, DC 20510 

The Honorable Chuck Grassley 

Ranking Member 

United States Senate Committee on the Judiciary 

224 Dirksen Senate Office Building 

Washington, DC 20510 

Re: Nomination of William J. Baer as Assistant Attorney General 

for the Antitrust Division of the United States Department of Justice 

Dear Chainnan Leahy and Ranking Member Grassley: 

Those of us identified below respectfully express our strong support for the continnation 

of William J. Baer as Assistant Attorney General for the Antitrust Division in the United States 

Department of Justice. We have been privileged to serve in that position, respectively in every 

Presidential Administration since 1972. have known Mr. Baer very well, and have worked with 

him in both his government and private careers. Mr. Baer's tenure as Director of the Federal 

Trade Commission Bureau of Competition was marked by principled, effective enforcement of 

the antitrust laws and the initiation of procedures that balanced the needs of the Commission 

with the legitimate concerns of both businesses and consumers. Since returning to private 

practice, he has been actively involved in antitrust matters and policy issues, including as a 

nongovenm1ental advisor to the International Competition Network. 

We can without hesitation testify that he possesses the intelligence, judgment, and 

leadership skills essential to serve effectively as Assistant Attorney General. 

We are confident he will continue the strong, rational, and nonpartisan antitrust 

enforcement tradition of the United States Department of Justice. 
109 

Æ 

We appreciate your consideration of these views. 

Thomas E. Kauper 

Assistant Attorney General, 1972-1976 

Donald I. Baker 

Assistant Attorney General, 1976-1977 

John H. Shenefield 

Assistant Attorney General, 1977-1979 

Sanford ("Sandy") M. Litvack 

Assistant Attorney General, 1979-1981 

Charles F. CRick'') Rule 

Assistant Attorney General. 1986-1989 

James F. Rill 

Assistant Attorney General, 1989-1992 

Respectfully submitted, 

Anne K. Bingaman 

Assistant Attorney General. 1993-1996 

Joel I. Klein 

Assistant Attorney General, 1996-2000 

Charles A. James 

Assistant Attorney General, 2001-2002 

R. Hewitt Pate 

Assistant Attorney General, 2003-2005 

Thomas O. Barnett 

Assistant Attorney General. 2005-2008 

Christine A. Varney 

Assistant Attorney General, 2009-2011