Publications

Private Equity Groups Under Common Legal Control Constitute a Single Enterprise Under the Antitrust Laws

Winter 2007
NYU Journal of Law and Business

In Copperweld Corp. v. Independence Tube Corp., the Supreme Court held that a parent and its wholly-owned subsidiary should be treated as a single firm under the antitrust laws. The Supreme Court overruled the "intra-enterprise" conspiracy doctrine which had allowed different corporations under the same ownership and control to conspire with each other under the antitrust laws. While lower courts have expanded the Copperweld doctrine to apply beyond parents and their wholly owned subsidiaries, the case law is unclear as to what level of control or ownership suffices to trigger the Copperweld doctrine. The ambiguity can deter increasingly common investments by private equity groups that gives one investment fund manager with legal control of two different competitors but only minority ownserhsip interests in them.