Kontroll av företagssammanslagningar : en konkurrensrättslig studie

Sammanfattning: This study should be seen against the background of the increased business concentration of the past few decades in the United States and Western Europe, and the fact that mergers have, to a large extent, contributed to this development. The main purpose of the study is to investigate the problems involved in controlling mergers in a decentralized economic system through the use of various legal aspects related to competition as a focal point. Furthermore, another purpose is to determine whether there exists in Sweden a need for a merger control system containing explicit regulations and, if so, to recommend a suitable legal structure for such a system. The study is based mainly upon the "Länderbericht" method, which means that the legal situation is dealt with country by country with resulting comparisons and conclusions, and a problem analysis method, which involves investigating how a particular issue has been resolved in various countries. The study resulted in a proposal for a Swedish merger control system. This system should have as its overall purpose to promote effective competition from society's point of view, which means competition that, in the long run, will hopefully result in the optimum utilization of the society's resources. Public control over market power, with the purpose of maintaining effective competition, should be directed towards the market structure, as well as towards the market conduct of companies. Market performance should thereby be regulated indirectly through regulation of the market structure and market conduct. The technical legal base for merger control should consist of a general clause which has as its starting point the concept of "a harmful effect of a restrictive trade practice" as stated in Section 5 of the Swedish Restrictive Trade Practices Act of 1953.