Title Page
ABSTRACT
Contents
INTRODUCTION 11
CHAPTER 1: OVERVIEW OF VIETNAM COMPETITION LAW ON MERGER CONTROL 15
1.1. Overview of Vietnam Competition Law Regulations 16
1.1.1. Regarding competition restriction agreements: 18
1.1.2. Regarding Abuses of Dominance and Monopoly 19
1.1.3. Regarding Economic Concentration 20
1.1.4. Regarding unfair competition practices 21
1.1.5. Regarding competition authorities 22
1.1.6. Competition legal proceedings 22
1.2. Enforcement of the Competition Law in recent years 23
1.2.1. Cases regarding agreements of restraining competition and abuses of dominant position and monopoly position 23
1.2.2. Cases regarding economic concentration 24
1.3. The emergency of more specific regulations on Merger control in Vietnam 24
1.3.1. Suntory Beverage and Food Asia purchased PepsiCo 25
1.3.2. Vietnam National Financial Switching JSC (Banknetvn) and Smartlink Card JSC (Smartlink) 26
1.3.3. The need for an amendment on Merger Control Regulation in Vietnam Competition Law 27
CHAPTER 2: US ANTITRUST LAW AND REGULATION ON MERGER CONTROL 30
2.1. History of US Antitrust Law 30
2.1.1. Sherman Act 32
2.1.2. The Clayton Act 35
2.1.3. Cellar Kefauver Act 37
2.2. Illegal merger based on US Anti-trust Law and Case Studies 38
2.2.1. Illegal merger analysis based on US Horizontal Merger Guideline 38
2.2.2. Illegal merger based on Non-horizontal Merger Guideline 54
2.3. Case study: Brown Shoe Co. v. United States 59
2.4. Authority of Merger in United States 63
CHAPTER 3: MERGER CONTROL REGIME UNDER EU COMPEITITION LAW 66
3.1. The evolution of EU Competition Law and especially on merger control 66
3.1.1. Merger control policy in the 1950s – ECSC treaty and EEC treaty (EC treaty) 66
3.1.2. Memorandum on concentrations in 1966 70
3.1.3. The establishment of European merger control policy 71
3.2. Illegal merger under European community merger regulation 2004 73
3.2.1. Analyze illegal horizontal merger 75
3.2.3. Analyze illegal non-horizontal merger 90
3.3. Case study: Coca-Cola and Carlsberg Merger 96
3.4. Legal Enforcement of EU Merger Assessment 98
CHAPTER 4: COMPARISONS OF EU AND U.S MERGER GUIDELINE AND PROPOSAL FOR MERGER GUIDELINE TO VIETNAM COMPETITION LAW. 100
4.1. Lesson learnt from U.S and EU Merger Guideline 100
4.1.1. The comparison of determination of illegal merger in EU competition law and U.S anti-trust law 100
4.1.2. The similarities and differences of U.S and EU Merger Guidelines focus on Market Power, Coordinating Effect, and Ease of Entry 102
4.2. Proposed amendments for Vietnam Competition Law regarding Merger Control 106
4.2.1. Proposal to amend the method of calculating market shares. 107
4.2.2. Proposal to amend the provision 11 about "Enterprises, groups of enterprises holding dominant position in the market" 108
4.2.3. Proposal to amend Article 18 about "Forbidden economic concentration cases" 109
4.2.4. Proposal to reform competition authorities in Vietnam. 110
V. CONCLUSION 113
REFERENCES 117