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Archive for October, 2008

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Reverse Payments Ripe for Cert?

Posted by Josh Wright on October 16, 2008

The Federal Circuit came down on the side of rule of reason analysis, and no liability, in a reverse payment case in Cipro (HT: Antitrust Review and Patently-O):

Since there was no basis for the district court to confidently predict that the Agreements at issue here would be found to be unlawful under a rule of reason analysis, we find no error by the court in declining to find them to be per se unlawful. Instead, the court properly went through a rule of reason analysis to determine whether the Agreements were in fact an unreasonable restraint of trade….

Settlement of patent claims by agreement between the parties—including exchange of consideration—rather than by litigation is not precluded by the Sherman Act even though it may have some adverse effects on competition.11 Standard Oil Co. v. United States, 283 U.S. 163, 171 & n.5 (1931).

Here is what the Federal Circuit said about the Sixth Circuit Cardizem decision:

And, although the Sixth Circuit found a per se violation of the antitrust laws in In re Cardizem, the facts of that case are distinguishable from this case and from the other circuit court decisions. In particular, the settlement in that case included, in addition to a reverse payment, an agreement by the generic manufacturer to not relinquish its 180-day exclusivity period, thereby delaying the entry of other generic manufacturers. In re Cardizem, 332 F.3d at 907. Furthermore, the agreement provided that the generic manufacturer would not market non-infringing versions of the generic drug. Id. at 908 n.13. Thus, the agreement clearly had anti-competitive effects outside the exclusion zone of the patent. See Brief for the United States at *16 n.7, Joblove, 127 S. Ct. 3001 (No. 06-830); Brief for the United States as Amicus Curiae at *17, FTC v. Schering-Plough Corp., 548 U.S. 919 (2006) (No. 05-273), 2006 WL 1358441. To the extent that the Sixth Circuit may have found a per se antitrust violation based solely on the reverse payments, we respectfully disagree.

The growing tension between the circuits and the Roberts Court’s willingness to tackle antitrust issues suggests it might. But the lack of consensus regarding the appropriate analytical framework for evaluating reverse payments, and the disagreement between the FTC and DOJ, both are inconsistent with the characteristics of SCOTUS antitrust selection so far. I’ve predicted elsewhere that in the short term the Court will take a horizontal merger case (Whole Foods, anyone?), will overrule Jefferson Parish and clean up tying law, and hinted that perhaps in the longer term take a reverse payment case as an economic and legal consensus emerged.  I weighing the lack of consensus factor heavily.  Perhaps others think differently.

Do readers think the Supreme Court is likely to grant cert on a reverse payment case?

Posted in antitrust, intellectual property, patent | Comments Off

FTC v. DOJ on Section 2: Just Different Priors?

Posted by Josh Wright on October 15, 2008

Turns out the Global Competition Policy issue on Reviewing the DOJ Report on Competition and Monopoly, in addition to the articles I pointed to in this post, has added a few more responses to the Report, the FTC Response, and what the schism might mean for antitrust enforcement over the next several years. So far I’ve read and very much enjoyed the articles from Tom Barnett (DOJ), Luke Froeb and Pingping Shan, and Sean Gates (the others look good too).

One of the emerging points from these top notch antitrust commentators is the hypothesis that, building on the error-cost framework which suggests that optimal antitrust liability rules should be designed to minimize the sum of Type I and Type II errors as well as administrative costs, perhaps the explanation of the schism between the FTC and DOJ is just about the different priors that these agencies had about the relative frequencies and magnitudes of such harms. Its an interesting point. And one that while not mutually exclusive with my opinion that the agencies have different views about the role of economics in antitrust enforcement, suggests that it might not be the whole story.

This “different priors” story is also something that he been used to explain divergence between the US and EU with some success. Its a story that is tempting — in part because it allows one to evaluate the debate in terms that do not assign fault to either side. In addition to being tempting, I’m sure there is some truth to the story that the agencies have very different priors about the competitive effects of certain types of conduct. But I’m not convinced that different priors is really the story here. It strikes me as one of those explanations that explains nothing by predicting everything. Here are a few questions about this explanation that comes to mind.

First,  what evidence is there in support of the different priors explanation?  If the rift is really about empirical evidence concerning the likely impact of competitive conduct, and therefore the relative frequencies and magnitudes of Type I and Type II errors, that discussion is taking place outside of the public documents.  Different priors about competitive conduct presumably respond to the available evidence.  But as I’ve pointed out that the FTC Statement is incredibly light on reliance on economic theory or evidence and heavy on rhetoric, e.g.  “the Department’s Report is chiefly concerned with firms that enjoy monopoly or near monopoly power, and prescribes a legal regime that places these firms’ interests ahead of the interests of consumers. At almost every turn, the Department would place a thumb on the scales in favor of firms with monopoly or near-monopoly power and against other equally significant stakeholders.”

Second, where did the different priors come from?  The rift is on Section 2 is somewhat new.  Did the FTC and DOJ just recently diverge on views on Section 2 conduct?  Or has this rift been a long time coming?  Its one thing to say that two different enforcers have different priors as an explanation for the rift.  But I think that some deeper digging into the formation of those priors is worth doing.Third, I think there is some evidence that the FTC and DOJ do not agree that the error-cost framework is the right approach to thinking about the design of antitrust rules.  If true, its a major deviation from a consensus view that has developed in the cases and scholarly commentary in favor of the error-cost approach.  The basic idea, derived from Judge Easterbrook’s classic:  The Limits of Antitrust, 65 TEX. L. REV. 1 (1984), is that liability rules should minimize the sum or error and administrative costs.   In the antitrust context, Easterbrook argued that the optimal rules should be biased towards false negatives because false acquittals are self-correcting and the identification of anticompetitive conduct is such a difficult task.  There is some evidence that the FTC Majority Commissioners do not think that the error-cost approach, contrary to the consensus view, is appropriate (with my comments in the paragraphs below each bullet):

  • In response to the DOJ Report’s adoption of the error-cost framework and explanation of its concerns over over-enforcement, the FTC states that the challenge of identifying anticompetitive conduct “is not unique to Section 2″ and asserts its confidence that “the federal antitrust enforcement agencies and the private antitrust bar are up to that task.”

The confidence in the ability to distinguish pro-competitive from anti-competitive single firm conduct in a setting that redounds with complex welfare tradeoffs, static v. dynamic efficiencies, and innovation, its remarkably different from the “first, do no harm” principles espoused in the DOJ Report.  Certainly, this passage supports the “different prior” story as well.  But again, the defense of the more aggressive FTC position does not seem to be about evidence or our knowledge about competitive effects.  Rather, this is about confidence in lawyers and regulators to get the right answer.

  • In response to the Easterbrookian point that false positives are likely to have greater social costs than false negatives because the latter are self-correcting, the FTC says “Even if correct, however, this hypothesis does not adequately consider the harm consumers will suffer while waiting for the correction to occur.  Markets can and do take years, even decades, to correct themselves. For one reason or another, it may take a long time for rivals to surmount entry barriers or other impediments to effective competition. Indeed, the monopolist’s own deliberate conduct may further delay a market correction and prolong the duration of consumer harm.”

Of course, it isn’t correct that because markets take some time to correct themselves that Type I and Type II error costs are equal.  The claim is not that false negatives are costless, it is that they are less costly than false positives.  False negatives, everyone agrees, have self-correcting tendencies that operate with varying degrees of speed.  False negatives have no such self-correcting mechanism.  The point that false negatives might self-correct slowly is not sufficient to address the theoretical point.

Its certainly true that one can design rational responses to different priors that result in different monopolization policies without assigning error to any of the designers.  I’m willing to concede that different perceptions of the likelihood and magnitude of errors are part of the story here.  Unfortunately, I think its a small part.  Were it a larger part of the discourse, I think a very rational discussion could be had about what sorts of rules and enforcement activities are warranted by the available evidence and which are not.  Sadly, I don’t see too much of that type of discussion.  For the record, my opinions here track closely to my view of the convergence issue between the United States and Europe: too much deference to different theoretical priors without respectfully hashing out how those priors hold up to available evidence.

Posted in antitrust, federal trade commission | Comments Off

Google Yahoo Deal Update

Posted by Josh Wright on October 14, 2008

The Wall Street Journal offers an update on the settlement talks with DOJ over the Google-Yahoo deal, which includes some interesting details about possible concessions to get the deal through:

In the settlement talks with the government, both companies have discussed concessions. These include capping the volume of Google ads Yahoo would use, assurances that Yahoo would continue to compete in search ads, and a reporting mechanism to ensure compliance, people close to the talks said. U.S. officials hope to impose measures that will ensure that prices advertisers must pay don’t rise significantly after the deal … .

Reworking the deal to include a reporting mechanism, could require the companies to disclose more about the mechanics of their closely-guarded search-advertising technology than they want to. And caps on how many Google-sold ads Yahoo can display could limit Yahoo’s financial gains from the agreement.  Google’s critics, including Microsoft, have forcefully argued that online search advertising is too dynamic and complex to allow a settlement that could work and be effectively policed.  If the companies reach a settlement with regulators, its principles would likely be laid out in a consent decree that would be filed in court.

While that would allow the deal to proceed, it would also be a formal recognition of Google’s market power. That could constrain the Mountain View, Calif., company’s conduct in the future and might draw private antitrust suits from competitors or advertisers.  Even as senior Justice Department officials weigh the companies’ proposals to resolve antitrust issues, its trial staff continues to prepare a lawsuit to block the deal, according to lawyers and executives contacted by the government.  Justice Department officials already have deposed Google Chief Executive Eric Schmidt and other key figures in the case. Opponents, including Microsoft, have been provided documents and depositions for use in a possible lawsuit.  The companies have been cooperating with the Justice Department’s investigation and recently agreed to delay implementing the deal until at least Oct. 22 to give federal and state antitrust officials time to complete their separate investigations.

Posted in antitrust, google, regulation, technology | Comments Off

Kieff on Quanta v. LG Electronics

Posted by Josh Wright on October 14, 2008

Scott Kieff (Wash U., Hoover Project on Commercialization Innovation) has posted a paper on Quanta v. LG Electronics: Frustrating Patent Deals by Taking Contracting Options off the Table?:

The Supreme Court’s unanimous decision in Quanta v. LG Electronics may make it significantly more difficult to structure transactions involving patents. While this decision does make a group of players into winners in the immediate term for existing patent deals (this group includes any customer who, like Quanta, buys patented parts without buying a patent license), almost everyone is likely to come out a loser going forward.

The Court in Quanta decided that a patent license that LG Electronics sold only to Intel – and explicitly limited to exclude Intel’s customers, like Quanta, and priced to reflect these modest ambitions – would be treated by the Court as extending permission under the patent to those Intel customers. The legal “hook” on which the Court hung its decision is the patent law doctrine called “first sale” or “exhaustion.”

The Quanta decision is likely to have a serious negative effect on the nuts and bolts of patent licensing agreements. On one reading, it stands for little more than the unremarkable proposition that the actual patent license contract at issue was just badly written. But that would be a simple matter of applying state contract law to the underlying facts of the contract-not the type of issue that typically gains the Supreme Court’s attention. So the real motivating force behind the Court’s decision to take the case is probably something else. The extensive briefing and commentary, as well as the opinion’s colorful dicta, all suggest that the true import of the case is the way it speaks about what patent contracting can be done – as a matter of Court-created policy for federal patent law.

If this view of Quanta is correct, then the decision may be remarkably important in several respects. It may greatly frustrate the ability of commercial parties to strike deals over patents. It may also stand as an example of a seemingly conservative Court acting in direct contravention of clear congressional action.

Posted in antitrust, business, intellectual property, patent, scholarship | Comments Off

Abuse of Plaintiff Win Rates as Evidence that Antitrust Law Is Too Lenient

Posted by Josh Wright on October 14, 2008

I was recently reading Dean Chemerinsky (Irvine Law) on the Roberts Court at Age 3. One of Chemerinsky’s standard takes when he talks about the Roberts Court is that the Court’s pro-business stance is one of its defining characteristics. Readers of the blog will know that I’ve been critical of Chemerinsky for his superficial antitrust commentary. For example, in this California Bar Journal piece, under the heading “Favoring Businesses over Consumers and Employees,” Chemerinsky argues that the Roberts Court antitrust decisions favored businesses over consumers by overturning Dr. Miles, “make it more difficult to sue business for antitrust violations” in Credit Suisse, and, in Twombly, made it “harder for plaintiff to get into court.”

Of course, this sort of superficial journalist-level analysis of Supreme Court antitrust decisions would not be appropriate for a law prof doing a serious law review piece. And of course, the point is wrong. Previously I wrote:

what gets me about this section is the heading: “Supreme Court favors businesses over consumers.” Is that really what these cases are about? I have read political accounts of the Supreme Court opinions in newspapers and periodicals or blogs that read this way (”The Roberts Court wants to stick it to the consumer — I can prove it: the Defendant won in all 4 cases this term”). But I’ve not heard law professors take this route too often, and never an antitrust commentator. In fact, a reasonable reading of the Court’s antitrust output this year suggests that the issues are much more nuanced than this oversimplified soundbite that pits business against consumers.

Is Leegin a pro-business and anti-consumer decision? I’m not sure I even know what that means in this context. Let’s turn the question on its head for a moment to illustrate its absurdity. Is a decision that prohibits a firm from engaging in some behavior clearly anti-business and pro-consumer? Of course not! It depends on the competitive effects of the conduct at issue and how the antitrust rule will impact firm behavior. Justice Kennedy’s opinion on behalf of the majority does allow manufacturers to engage in behavior that was previously constrained. Perhaps that is a sufficient condition for a pro-business label? On the other hand, the very reason the Court overturned the per se rule was the result of evidence that minimum resale price maintenance made consumers better off! Now, one might think that the Court got it wrong and that RPM actually harms consumers. I disagree and believe Leegin was correctly decided. But to argue that the Court got there by favoring business over consumers is not accurate, and obvious from reading the opinion.

The point here is that the issues are far more nuanced than his misleading characterization of the cases suggests. It is a short article, I know. There is not always room to get in every detail about every case. But these are not minor details. These sorts of misleading descriptions aimed at producing soundbites. That sort of thing should be left to journalists, not law professors.

I was interested in reading the law review length piece to see if Chemerinsky would push harder on his antitrust claim as evidence that the court was too pro-business. Interestingly, to his credit, and I think correctly, he dropped the point. Perhaps he reads the blog. Chemerinsky is not the only law professor, economist, or commentator to argue that the high defendant win rate in antitrust cases is evidence that the Supreme Court is anti-consumer and pro-business (to be distinguished from pro-business and pro-consumer), or to make the related point that we can simply look at the level of enforcement activity levels to figure out how well enforcers are performing (see, e.g. examples we’ve discussed here and here). I’ve also increasingly noticed reliance on the low plaintiff win rate before the SCOTUS in antitrust cases as evidence that antitrust law is moving away from a consumer welfare standard or favoring firms over consumers.

There are at least two major analytical flaws with these arguments that render the evidence irrelevant for the purposes frequently asserted.

The first is that plaintiff win rates do not account for the merits of the underlying case. It doesn’t make much sense to argue that Independent Ink favors businesses over consumers because it makes life more difficult for plaintiffs who must now prove market power in tying cases. There is an economic consensus that market power is required to do competitive harm and that patents are not sufficient to confer such power. The rule in Independent Ink thus eliminates the potential for serious error costs and chilling of pro-competitive tying and is good for consumers. Yes, even though the defendant won. One could conduct a similar analysis of decisions like Leegin where there is simply no evidence that the per se rule for minimum RPM is appropriate or benefits consumers. The important analytical point is that whether an antitrust decision is good or bad for consumers is not obviously related to who wins the case! One must understand the competitive effects of the conduct at issue, and the likelihood and social costs of errors in evaluating the conduct in order to assess a change in the liability rule in this way. Win rates just don’t cut it. This is similar to the point that one can’t just look at merger enforcement activity and make inferences about whether more is better. Rather, one has to have some idea about whether the “marginal”merger enforcement action is likely to increase or decrease consumer welfare. That necessitates a strategy of identifying those marginal merger enforcement decisions and some reliable evidence of their welfare effects. Without out, claims linking activity level to quality of enforcement don’t make any sense.

Second, the cases the Supreme Court selects are endogenously determined not randomly assigned. What types of decisions are they accepting one how might that impact win rates? Judge Douglas Ginsburg (with Leah Brannon in Competition Policy Int’l) recently described the case selection: “the Court, far from indulging in a pro-defendant or anti-antitrust bias, is [instead] methodically re-working antitrust doctrine to bring it into alignment with modern economic understanding.” I make a similar point here, arguing that the Roberts Court’s antitrust jurisprudence has identified low hanging fruit where there is an economic consensus. If the Court is looking for areas to bring modern antitrust law in align with economic theory, relative to the plaintiff friendly law of the 1960s, one would expect systematically that these decisions would come out in favor of defendants. It is no surprise that they do.  Defendant win rates in cases bringing what everybody agrees was a very anti-consumer and anti-business set of laws in the 1960s in step with modern economic theory and evidence is likely to substantially improve consumer outcomes.  Given the body of doctrine from which antitrust is coming from, to argue that defendant wins are evidence of consumer harm strikes me as implausible without some other corroborating evidence.

Litigation win at the Supreme Court, and enforcement activity levels for that matter, might be interesting for all sorts of reasons. But they are not reliable evidence of the quality of the substantive doctrine, enforcement, or consumer welfare.

Posted in antitrust, economics | Comments Off

GCP on the Section 2 Report Schism

Posted by Josh Wright on October 13, 2008

Global Competition Policy has a trio of interesting articles on the DOJ Section 2 Report, and FTC response, which I’ve blogged about here and here from Tim Brennan, William Kolasky and Mark Popofsky.  The abstract from Popofsky’s article gives a sense of the scope and importance of the issues here:

The U.S. Department of Justice released a long-awaited report on Section 2 of the Sherman Act on September 8, 2008. Strikingly, although the Federal Trade Commission and the DOJ jointly held the 2006 hearings that led to the Report, the Report was issued under the DOJ’s name alone. Even more strikingly, three FTC Commissioners—a working Commission majority—immediately issued a statement roundly condemning the Report as improperly seeking to “erect a multi-layer, protective screen for firms with monopoly or near-monopoly power.” The FTC trio further expressed its readiness “to fill any Sherman Act void that might be created if the Department actually implements the policy decisions expressed in its Report.”

The agencies’ spat over the Section 2 Report is not their first in the current administration. In one celebrated episode, the FTC and DOJ disagreed with one another in the Supreme Court on the substantive antitrust standard to apply to patent settlements. But what is notable about the Report rift is that it exposes not only a disagreement over substantive Section 2 standards, but also a fundamental divergence over Section 2’s place in antitrust enforcement. If there is a holy war raging over Section 2’s content, then the DOJ’s unilateral release of its Report has produced something of a great schism.

Posted in antitrust, federal trade commission | Comments Off

Krugman Wins

Posted by Josh Wright on October 13, 2008

Here’s the announcement.  The Prize is for his “analysis of trade activity and location of economic activity.”  Tyler Cowen has a lengthy write up with lots of links and information.   The WSJ article is here.  Here’s Krugman in the NYT:

“There was something very beautiful about the old existing trade theory, and its ability to capture the world in a surprisingly simple conceptual framework,” Mr. Krugman said. “And then I realized that some of the new insights coming through in industrial organization could be applied to international trade.”

Tyler writes that “this was definitely a “real world” pick and a nod in the direction of economists who are engaged in policy analysis and writing for the broader public.”  I hope so.  That would be a good thing.  Whatever one thinks of his political commentary, Krugman’s contributions to economics place him on the list of deserving candidates though I admit that I (now obviously incorrectly) thought that current events made him less likely to win this year.  But I’m still very disappointed that Alchian and Demsetz didn’t win.  It gets worse.  I think I owe Geoff dinner again as the result of his courageous gamble to take “the field” against my pick yet again.

Posted in economics | 3 Comments »

Nobel Watch

Posted by Josh Wright on October 11, 2008

We’re now very close to the Nobel announcement which is expected Monday morning.  Tyler Cowen favors Williamson and Tirole because they might want “to bring it down to earth and also they might wish to choose a Frenchman.”  Peter Klein favors a prize for organizational economics and, I have a hunch, favors Williamson.  French and Fama are perennial favorites.  The betting markets include names like Feldstein, Barro (the favorite in the Harvard Nobel Pool), Bhagwati, and Sargent.  Thomson Reuters likes Alchian and Demsetz (property rights & the theory of the firm) along with Feldstein and the combination of Hansen, Sargent and Sims for econometrics.  TOTM readers will know I’m also pulling for Alchian and Demsetz to take home the Prize this year, or alternatively, a UCLA economics prize on property rights, the theory of the firm and contract economics to Alchian, Demsetz and Klein (I make the citation-based case here). 

One last point.  Much of the commentary around the blogs has focused on the how the current financial crisis might impact the selection process or what signal given the Prize to another set of theorists would send.  I get that.  I have no doubt that the selection committee worries about those types of signals.  So, while elegant theory and sophisticated econometric modeling are very important and I promise not to complain if any of the names above win the Prize, I think a very healthy and timely message to be sent to economists is that work explaining economic phenomena in the real world is highly valued by the profession.  Sending the message to young economists that rewards can be had not only by elegant mathematical theory and econometrics (we know that already), but also the kind of economics that require the economist to get his hands dirty to explain important real world economic puzzles and problems, might be good for the profession as a whole.  As Armen has described his approach to doing economics: “It’s like painting a house or working as a carpenter. It’s the same thing – something comes up and you deal with it.  It’s pretty straightforward, nothing romantic.”

Posted in economics | Comments Off

A Bad Picture for McCain

Posted by Josh Wright on October 10, 2008

SOURCE: The State of the Union (HT: Right Coast).

Posted in markets, politics | Comments Off

Citigroup, Wachovia, and Wells Fargo: Round Three

Posted by Elizabeth Nowicki on October 10, 2008

For those who have missed it, Citigroup announced almost two weeks ago an agreement in principle with Wachovia to acquire for $2.1 billion Wachovia’s retail banking operations.  Four days later, Wells Fargo jumped the deal, announcing a merger agreement signed by both boards for Wells Fargo to acquire all of Wachovia.  This violated an Exclusivity Agreement signed by Citigroup and Wachovia, so Citigroup marched Wachovia into court.  A flurry of litigious activity ensued that weekend (the first weekend of October), with all parties announcing at the beginning of this past week a standstill agreement, as Wells Fargo and Citigroup tried to hammer out an agreement for each to acquire some of Wachovia’s assets.

Last night, Citigroup announced they were abandoning those efforts and resuming their legal wrangling.  How will this play out?

1.  The parties still have a date in New York state court for today, I believe.  This court date was set by Justice Ramos in last weekend’s litigious festival.  This court date is at the behest of Citigroup, regarding its claims against Wachovia (and WF) for violation of the Exclusivity Agreement.

2.  Citigroup is claiming tortious interference against WF and tort and contract claims against Wachovia.  For reasons I blogged about earlier, I think the tortious interference claims against WF are non-starters under the new bailout act.  I believe Citigroup absolutely has claims against Wachovia, however.  See #3.

3.  We now know, based on Wachovia CEO Robert Steel’s court-filed affidavit, that Wachovia had two options when faced with Citigroup’s bid:  Take the bid or be taken into receivership by the FDIC.   The Citigroup option was clearly the best.  However, the Citigroup bid was made after Wells Fargo had made a lot of noise about wanting to acquire Wachovia, only to bow out at the last minute.  *If* Steel took the Citigroup bid, signed an Exclusivity Agreement with Citigroup, and negotiated with Citigroup all week while knowing that, if Wells Fargo circled back, Citigroup was not going to get a second glance, that is a problem.  That stinks of bad faith behavior by Wachovia.

4.  Courts have no problem holding boards to weak deals if the weak deal was the best possible deal in a dire situation.  While I do not imagine a court will force Wachovia to sell its assets to Citigroup, I absolutely believe a court will impose damages on Wachovia for leading Citigroup to make a genuine bid while secretly waiting for a way out.  Not. In. Good. Faith. Behavior.

5.  Were I a betting woman, I would bet Citigroup will get a settlement from Wachovia of some amount over $100 million.  Had Wachovia and Citigroup signed a binding Letter of Intent with a termination fee provision, Wachovia would likely have had to pay $50 million or so (2-3 % of the deal value) to walk away.  But no such termination fee provision had been negotiated or agreed upon.  Moreover, Citigroup is clearly miffed at this point.  I think $100 million to walk away is a fair amount for Wachovia to pay for having created a “jilted lover” situation for Citigroup, which both damaged Citigroup’s market valuation and short-term credibility in the bidding market (not to mention having drained resources, time, and lawyers’ fees).

Stay tuned.

Posted in markets | 1 Comment »

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