Vertical Merger Analysis

Summary

"Vertical" transactions typically describe combinations of firms or assets that are at different levels of the same supply chain. While the firms or assets may not be direct competitors, such transactions are still subject to Section 7 of the Clayton Act and will be evaluated to determine if they result in a substantial lessening of competition. Prior to 2023, the approach the Federal Trade Commission (FTC) and Department of Justice (DOJ) (the "Agencies") used to analyze vertical and other types of non-horizontal mergers was outlined in their Vertical Merger Guidelines, which were last updated in 2020. In December 2023, however, the Agencies issued one set of merger guidelines, the 2023 Merger Guidelines (or "Guidelines"), which covers both horizontal and non-horizontal mergers, and can be found here.