Teaching Merger Law Through In-Class Simulations

Abstract

This essay outlines how I have taught the mergers and acquisitions section of my basic antitrust law course for the past five years. Instead of relying on casebooks, the black letter law, and merger guidelines, I use an in-class simulation that moves the students from passive to active learning over a two to three week period. Having experimented with various formats for the simulation, I am convinced that adding such an exercise better conveys the content and process of modern merger practice and gives the students a taste of what the practice world holds in store for them.

In this article, I describe my general approach to teaching antitrust law and then discuss the process for the annual merger simulation. I follow with a description of the excellent argument students presented this year based on the now abandoned National Cine-Media (NCM) acquisition of Screenvision. As fate would have it, our simulation concluded two days after the parties announced they had abandoned the transaction in the face of the complaint filed by the Justice Department. This did not deter the students who pressed on with a spirited in-class hearing on a motion for a preliminary injunction. I conclude with brief thoughts about the value of such simulations in a rapidly changing environment for legal education.

Keywords: mergers, acquisitions, Clayton Act, Merger Guidelines, Theories of Harm, Market Definition, Market Power, Barriers to Entry, Maverick, Efficiencies

JEL Classification: K21, K04, L04, L82