 I'm Gavin Robert. This is Albertina Albor's Lawrence. We're going to be teaching a course on international merger control in the Lent term. I've practised in the area of competition law and in particular merger control for over 20 years. I've been a partner at Linklater's, the international law firm, for more than 14 years. I'm currently also a member of the UK competition authority, the new authority that was set up earlier this year, the competition and markets authority. So I actually decide on merger cases as well as part of my profession. I'm actually passionate about the subject of international merger control and I'm looking forward to telling you a lot more about it. Before I do so, I'll let Albertina briefly introduce herself as well. My name is Albertina Albor Lawrence and I'm a university senior lecturer, fellow of the University of Stiles and Johns College in Cambridge. I've been in Cambridge for the past 20 years and I've been teaching in the LLM competition course for many, many years. I enjoyed it enormously and I have to say that last year was the first time that the international merger control module ran in the MCL. My role is very much a supporting role because Mr Robert is the main lecturer that I can say was a privilege to be able to attend all his lectures and to work alongside the students really. You could see how much they gained in terms of understanding over the course of last year's sessions. It's really a tremendously interesting course and I'm really very much looking forward to doing the same this year and to getting to know all of you a little bit better. Thank you. I think the idea is that between Albertina and myself we have a very good blend of practitioner and academic credentials to be able to deliver a course for you that exactly makes the difference. So what is international merger control? Well, it's the control of mergers and acquisitions that take place around the world by competition authorities. So it is an element of competition law and when two parties agree a merger or major acquisition, that merger acquisition may well need to be notified to various competition authorities around the world or may be subject to review by those competition authorities to decide whether the merger or acquisition or joint venture should go ahead. And they'll take that decision largely on competition grounds as to whether the merger will damage competition or whether it will be neutral or in fact be beneficial for competition. And you'll have seen plenty of examples of that in the newspapers every year, almost every week. There are discussions if we think over the last few years there have been a number of very high profile mergers which have even been blocked by competition authorities around the world. I think of the proposed merger between the two postal companies UPS and TNT got blocked by the European Commission when they couldn't agree suitable remedies or divestments. Ryanair has been trying to take over the Irish airline Lingus for many years and has actually had three attempts and has been blocked each time by the competition authorities. And then we saw a couple of years ago, Deutsche Post attempted acquisition of the New York Stock Exchange which also got blocked by the European Commission. So the point is that if you are advising on mergers and acquisitions, particularly global mergers and acquisitions but also domestic ones or any cross-border deal, you really need to understand the risks involved in competition law and risks involved in merger control. Now, the theme of the course is international merger control and I have to say if I look at my practice how it's developed over the last 25 years, started off as doing UK cases, then more and more doing European cases. I then ended up doing five years of comment to Brussels and from then on my practice developed was more Europe-wide but actually over the last 10 to 15 years it's become really genuinely global in nature and as a lawyer primarily based in London I've been increasingly advising on deals anywhere around the world. Particularly on the European aspects of those deals but actually really trying to understand what's going on in the US and South America and increasingly in Asia and over the last five or six years I've been particularly focused on China. One of the things I've been doing is developing link-later Chinese competition practice but actually as a lawyer I've been advising and helping clients understand how the system in China is now evolving and I sincerely believe that actually China is fast becoming the third pillar of competition law and international merger control in the world alongside the US and Europe and we'll be focusing quite a lot on those three major jurisdictions as well as a few other jurisdictions in Europe and I'll actually fly into China tonight and we'll be meeting with Moffcom in Beijing at the end of this week to talk about their system of merger control and how that's evolving. So actually understanding all those systems is important but I'm also conscious we mustn't just skim over the top and try and look at too many systems around the world so we very much base the course on European merger control. That's where we get our depth four out of eight of the sessions are very much focused on European merger control but we use that also as a benchmark for comparing other systems around the world. We do then have one specific lecture on US merger control where my former partner, I used to be a partner, he's the Lizard partner, at link-later's in New York will be flying over to give that lecture himself and he is really an expert and an incredibly good speaker. We saw last year a very animated seminar he gave on US merger control and then I will personally give the Chinese a separate session on Chinese merger control as well. It is also, as a course, I think one of the attractions of it and it may also be trying to convince you not to be afraid of it but it is quite unique in terms of the different courses that you'll be following on this module and then and if you've not done competition law before to some of the other law courses because although there is law and it is a legal course it's actually quite a unique blend of different disciplines in particular it's a unique blend of law and economics and to some extent politics and the economics angle of it you mustn't be frightened of it. I am not an economist, I have never formally studied economics, I have spent a lot of my career though talking with economists to try and assess what the impact of a merger will be on competition, whether it will result in an increase in price and how you measure those things and understand those things is an economic question and how lawyers understand economics is a really very interesting subject. You don't have to be an economist to understand those theories of economics and what we do is we dip our tone into a particular area of economics called industrial organisation economics and I think certainly as far as my career has been concerned it's been one of the most rewarding aspects is actually getting to grips with some of that it gives it's quite refreshing it's very different. You don't have to be a mathematical genius I can assure you because I tell you my daughters she's 11 and her maths at school is beginning to get beyond my mathematical talents but I can still get to grips with the economics that we get to grips with but also there's an element of politics and understanding the political influences behind merger control. There's a lot of allegations that decisions are politically influenced particularly in China but also in other parts of the world in the US we get allegations in Europe and understanding to what extent politics can be taken into account and what the safeguards are with any merger control system to withstand that political pressure. We saw it very much actually in the UK earlier this year with Pfizer's attempt to take over of AstraZeneca a lot of political pressure around that deal and a lot of people looking at the competition law system to actually block the merger on political grounds and that's very also understanding the institutional setup and structures which influence those kind of decisions and to what extent we need to make sure that those decisions are not. Influenced by by some of those short term political goals. So the other thing that we will be doing is making the course very interactive so we will try I will try and bring in wherever I can. My experience from actual cases I've been dealing with and actually to give that some formality we will actually do some case studies revolving around live cases. So for example we will talk about jurisdiction to what it's when is a merger subject to the jurisdiction of a particular regime of a particular country or region. And we will be looking as an example at the iron ore joint venture attempted by Rio Tinto and BHP Billiton which was the largest industrial joint venture the world has seen or attempted at least attempted couldn't have it happen. Where I advised Rio Tinto on the global competition aspects of it and it's a very good example of some of the jurisdictional issues that a global joint venture of that nature gives rise to. When we look at procedure and procedures very important in this area we'll look at different statistics around the world as to how those mergers are dealt with in different regimes. When we come to look at substantive assessment as to how do you decide whether a merger results in an increase in price or is damaging to consumers or competition. We'll look at some case studies from live cases that I've been dealing with. We'll be asking the question which came out of Smithclimb Beachham's acquisition of the Sensodyne toothpaste brand. To what extent is there a separate market for sensitive toothpaste or is sensitive toothpaste part of the larger market for all toothpaste and if you're trying to bring together two sensitive toothpaste brands that is the killer question. Then for example I don't know if any of you have seen the sitcom The Office with Ricky Gervais which I think has been broadcast in different countries around the world. Well that actually takes place in an office of paper merchants which is not the most exciting business in the world and it's not supposed to be. But actually we will. I looked at actually very interesting paper merchant merger and we will be looking at some of the actual evidence that we looked at in that merger in terms of the prices that were charged by paper merchants and the volumes and the contract different. We've anonymized it but you'll have exactly the same evidence that I had and the regulator had to decide whether the merger will give rise to an increase in price and after the merger they'll be more likely to get together and collude because of the increase in concentration. And then when Tom McGrath comes over to talk about US merger control he'll focus in particular on what is quite a famous merger in the States involving whole foods and wild oats to organic food stores and we'll be looking at the question to what extent do organic food stores compete with large grocery chains. And obviously if they do compete then the merger would not be much of a problem but if it's a separate market then they have very high market shares in that separate market. So hopefully using case studies we'll give it some colour and a lot of interest in class as we go through some of these questions. So the seminar takes place I think every Thursday morning between 10 and 12. One of the first things we'll do is see if we can squeeze in an extra seminar to try and consolidate towards the exam to give you a chance to revise and have a look at past exam questions. So we'll try and do that for you if we can. It's optional, you don't have to come. The reading list is already on the website. There's no textbook for this course. There are plenty of textbooks and chapters and textbooks that are recommended. You certainly do not have to read all of them. I'd recommend that as many as possible so there will always be one on the shelf. So you can just read one or two and some articles and there's quite a lot of legislative guidance published by the European Commission. The European Commission's website and the guidance in that website is actually one of the more interesting places to look. There's also a couple of introductory books about asking the big questions what's competition law all about. There's a couple of textbooks I put on the reading list which are not so much textbooks but just sort of more interesting books about what competition law means and what its objectives are. Just to say, some people may never have studied competition law before and I'm aiming it so that there is a level playing field between a couple of you who may have studied it but most of you won't have. The first lecture on the course is an introductory lecture to give everyone the same building blocks so don't be worried if you've never done competition law before. As to the exam, last year it was a closed book exam and I got so many complaints and moans about it that we have given in to all of that and we've made it open. So there's no concern about that. There'll be a choice of three questions out of five if the exam with no restrictions on which questions to choose. Any questions?