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反竞争效应的分析是混合并购反垄断控制的难点,潜在竞争原则曾是美国反垄断当局评估混合并购的反竞争效应的主要理论依据,根据该理论,在产品扩张型和市场扩张型的混合并购交易中,如果交易一方原本是处于相关市场之外并随时可以进入市场的主要潜在竞争者,该企业通过并购在位企业(而非直接投资)的方式进入了市场,并购行为消除了该企业潜在竞争者地位,从而有可能实质性损害了竞争,这样的交易应当被禁止。尽管潜在竞争原则有着较为坚实的产业组织理论基础,在混合合并的反垄断应用中受到了许多限制和约束,逐渐被边缘化。本文结合美国的典型案例,剖析了潜在竞争原则的经济逻辑,并对其在反垄断中的应用障碍进行了分析。
The analysis of anti-competitive effects is a difficult point in the anti-monopoly control of M & A. The principle of potential competition was the main theoretical basis for the antimonopoly authorities in the United States to evaluate the anti-competitive effects of M & A. According to this theory, In a transaction, if the counterparty was originally a potential potential competitor outside the relevant market and ready to enter the market, the entity entered the market by way of a merger of an incumbent rather than a direct investment, and the acquisition eliminated the potential of the business The position of a competitor, which in turn may materially impair competition, should be prohibited. Although the principle of potential competition has a relatively solid theoretical basis for industrial organization, it has been subject to many restrictions and restrictions in the anti-monopoly application of hybrid mergers and is gradually being marginalized. In this paper, the typical case of the United States, the analysis of the economic logic of the principle of potential competition, and its barriers to the application of anti-monopoly were analyzed.