Can the US break-up a foreign company (specifically Bayer) after it has merged with an American one due to an increase in market power? In 2018 Bayer and Monsanto had a huge merger. In the future it is possible that it will be in the US's interest to reverse their decision due to the sudden shift in market pressure. That said Bayer is a German company so I wanted to know if the US Supreme Court or any other court could hit Bayer with antitrust regulations. If not is there anyway the US can regulate Bayer?
Starting at the top, a company can be restructured (&quot;broken up&quot;) under anti-trust laws (classical examples: Standard Oil, ATT), however restructuring is not common. Approval of a merger does not immunize a company against future anti-trust action – the company has to continuously obey the law. Foreign companies are not free of the threat of anti-trust actions, indeed the &quot;exception&quot; where anti-competitive behavior is allowed is when it only hurts foreign markets. See In Re Capacitors Antitrust Litigation: Congress’s goal was to assure American companies that they would not be liable under the Sherman Act for conduct that typically would be considered anticompetitive so long as that conduct adversely affected foreign markets only This is implemented in 15 USC 6a which says that Sections 1 to 7 of this title shall not apply to conduct involving trade or commerce (other than import trade or import commerce) with foreign nations unless... and sections 1-7 are the general prohibitions against anti-competitive behavior 15 USC 8 specifically addresses illegal import trade: Every combination, conspiracy, trust, agreement, or contract is declared to be contrary to public policy, illegal, and void when the same is made by or between two or more persons or corporations, either of whom, as agent or principal, is engaged in importing any article from any foreign country into the United States, and when such combination, conspiracy, trust, agreement, or contract is intended to operate in restraint of lawful trade, or free competition in lawful trade or commerce, or to increase the market price in any part of the United States of any article or articles imported or intended to be imported into the United States, or of any manufacture into which such imported article enters or is intended to enter. So given that Bayer does business with the US, it is subject to US antitrust law. It can be found to be in violation, and can be punished accordingly. The Dept. of Justice has this long analysis of the law of anti-trust actions against foreign companies. But unquestionable and as upheld in a number of cases against foreign businesses e.g. F. Hoffman-La Roche Ltd. v. Empagran S. A., 542 U.S. 155 commercial activities abroad are subject to the Sherman Antitrust Act if those activities adversely affect domestic commerce, imports to the United States, or exporting activities of one engaged in such activities within the United States It is hard to know whether the court would order Bayer to be broken up, since involuntary restructuring is an uncommon outcome.
Typically, nobody has to force it. Somebody in the SWIFT organization, calls and holds a meeting of the board of directors, everyone on the board of directors votes as they are supposed to vote, and it happens, with implementation by the SWIFT organization's officers. It is very unusual for a country with a say in the process to deviate from a direction to do so. Ultimately, if necessary, a lawsuit to compel action could be brought in an appropriate court, possibly a Belgian court, possibly an E.U. court, or possibly a court in the country of a recalcitrant delegate. But it is rare that this is necessary.
tl;dr: It seems doubtful an antitrust claim would succeed. Twitter would likely file a motion to dismiss under Fed. Rules. of Civ. Pro 12(b)(6) for failure to state a claim upon which relief can be granted. To your benefit, the judge would tend to construe all of your factual allegations as true (i.e. that Twitter excludes some websites but not others). Then, given this construction it would ask whether your claim is "plausible on its face," where plausibility means "pleaded factual content allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Bell Atlantic v. Twombly, 550 U.S. 544 (2007). Note, in this second step, we're not only looking for factual sufficiency, but also legal sufficiency. The antitrust claim would likely falter for lack of legal sufficiency. Your legal sufficiency would need to come from an alleged violation, so say you alleged an antitrust violation under Section 1 of the Sherman Act (15 U.S.C. §§ 1-7, amended at 12-27). In this case, you'd want to show 1) an agreement 2) that unreasonably restrains competition and 3) impacts interstate commerce. If there isn't an agreement (e.g. Twitter just chooses to plug SoundCloud), that makes antitrust success even less likely, so imagine you were able to show evidence of an agreement. Then the trouble would be showing this is an unreasonable restraint of competition. Antitrust is a really complicated field, but the short version is: partnership and product placement agreements aren't necessarily violations of antitrust law---especially when the companies aren't in the same market. While there certainly differences, your question is similar (from a legal concepts perspective) to the one LetsListen informally made with respect to Facebook. Aside: another issue is that a Twitter--SoundCloud collaboration isn't a within-market merger, which means the usual antitrust analysis in the Horizontal Merger Guidelines doesn't translate perfectly. united-states
It would depend on how the ownership contract is written. 30% sounds like a minority stake, so I don't know how they could block new investments unless the contract requires a super-majority to approve new rounds of financing. How does the remaining 70% of ownership feel about this? If they are abiding by the terms of the ownership contract I don't see that this is questionable behavior on their part. This is a business relationship. Business partners may come to have different outlooks on the future of the company, and the best way to protect their investment. Consider flipping the viewpoint: "I'm a minority owner in a company I no longer have confidence in. I would like to dissolve the company and sell off the assets to re-coup as much of my original investment as I can. The other owners want to chase this to the bitter end, and do a new round of financing, which will significantly dilute my shares, without (in my opinion) giving the company a real chance of success. What can I do?" When the founder of your friend's company accepted money for shares in the company, they gave up absolute control over the company's direction. Assuming none of the parties are acting in violation of the ownership contract, the most reasonable way to resolve a conflict like this is to buy out the dissenting shareholders.
Like many US legal questions, there is a Congressional Research Service report about this. It is not generally a violation of US law to do things in another country where the only connection with the US is that the offender is a US citizen. However, there are a number of general situations where the US has jurisdiction over federal crimes if either the victim or offender is a US citizen: if a place isn't within the jurisdiction of any country (e.g. Antarctica); a place used by a US government entity (like an embassy or airbase); crimes by American soldiers and those employed by or accompanying the military; etc. These are considered to be within the special maritime and territorial jurisdiction of the US. Other laws apply if they say so. For instance, any US national committing war crimes inside or outside the US can be punished under US law; ditto for treason. The Foreign Corrupt Practices Act makes it illegal for a US national to bribe a foreign official anywhere outside the US for business reasons (if it's inside the US, there are more requirements). For instance, you aren't allowed to pay kickbacks to a foreign government's acquisition officer to buy your product. The CRS report has more (it doesn't include the FCPA, but that appears to be an oversight). Note that extraterritorial jurisdiction doesn't just apply if the person is a US national. US laws can also confer it if the victim is a US national, if the offense has a significant US component, if it's directed towards the US, if it's in violation of international law and the offender later turns up in the US, etc. For your scenarios: Dual citizenship doesn't matter. A US citizen is a US citizen, and is required to obey all laws that apply to US citizens, unless those laws explicitly exempt dual citizens. A dual citizen isn't treated differently by the government; as far as the US government is concerned, their US citizenship is all that matters (except for certain specific purposes like security clearances). In Kawakita v. United States, a US-Japanese dual citizen was convicted of treason against the US for aiding Japan in WWII. Depends. Plenty of these laws have no requirement that anything related to the crime actually happen in the US; for sex tourism, the subsection about traveling in foreign commerce for the purposes of engaging in illicit sexual conduct is followed by a subsection about engaging in illicit sexual conduct in foreign places. "Travel with the purposes of X" or "with intent to X" means you must have intended to do X at the time you traveled, but most extraterritorial laws don't control travel with intent to X (they cover X directly). Depends on the law. Some laws (like child sex tourism) apply to any permanent resident of the US as well as any citizen. Some apply to anyone, because they're based on a conspiracy started in the US. Others apply just to US nationals; a noncitizen isn't bound by them (for instance, no one but a US national can be charged with treason against the US, for obvious reasons). Still others apply to anyone who later turns up in the US, even if that is literally the only connection between the US and the offense (this is basically reserved for crimes against international law, like genocide).
That is not at all what USPTO is telling you. Courts do not simply "dismiss" patents - that isn't a terminology you'd ever see used for a patent that was found to be invalid. Timeline of events: United Industries Corporation brought a suit against the owner of the patent, claiming unpatentability. That case went to trial, and the court found the claim to be invalid and that UIC failed to show unpatentability. UIC appealed that decision to the Court of Appeals. The Court of Appeals dismissed the case because both parties agreed to its dismissal (it's possible they reached some external agreement we don't know about). As far as I can tell, at this moment, the patent is active.
That depends on how you get the ingredient list. If the list is published and not protected by a patent, then anyone is free to use it in making the same or a similar product. If the product is patented and the ingredient list is covered by the patent, and the patent is currently in force, then making a similar product would probably be patent infringement, and the patent holder could sue and collect damages. If the list is secret, and has been protected as a Trade Secret, and if the would-be imitator gets the formula improperly, then the owner of the formula would have valid grounds for a trade secret lawsuit and to collect damages in that suit. Improper means would include breaking into the owner's files, or inducing an employee or contractor to violate a confidentiality agreement. But analyzing the product and figuring out its composition, a form of reverse engineering would be perfectly proper, and would give the formula owner no claim. Similarly, if the owner was careless and allowed the formula to be disclosed, the imitator would have done nothing improper. So the outcome depends on the details of facts not stated in the question.
There is something called the exhaustion doctrine that says that once the holder of a patent sells a patented device, they have relinquished control over that particular instance of the patent implementation. Anyone who legally purchases this hardware has the right to run whatever software they want on it, as long the software is otherwise legal (software designed to defeat DRM would be an example of software that is is not legal).