可口可乐收购汇源案法律问题初探.doc

PAGE PAGE 1 上海海事大学 虞 翔 PAGE 1 可口可乐收购汇源案法律问题初探 目录 TOC \o 1-3 \h \z \u 目录 1 Extract 2 壹、可口可乐与汇源并购案回顾 3 贰、关于管辖的讨论 4 2.1 商务部反垄断局对该案进行管辖的法律依据 4 2.2 关于《国务院关于经营者集中申报标准的规定》第三条的讨论 5 2.3 规避管辖的可能性 6 叁、经营者集中审查的实体标准 6 3.1 集中度及相关市场 7 3.2 传导效应 7 3.3 政策及特别事件对反垄断审查的影响 8 肆、风险提示及潜在的解决方案 9 Extract On March 18th this year, Chinas Ministry of Commerce rejected Coca-Colas $2.4 billion dollar bid to acquire the countrys leading pure juice brand, China Huiyuan Juice Group on the grounds it would give the Atlanta-based drinks maker an unfairly dominant position in the market. After researching, the Ministry of Commerce recognizes that such a concentration would have a disadvantageous impact on competition, it said. After the merger, Coca-Cola might use its controlling position in carbonated drinks…in a way that would force consumers to accept higher prices. In a written response to questions, Hong Kong-listed Huiyuan said it respects the Ministry of Commerces comments on the tender offer on Coca-Colas acquisition of Huiyuan Juice. The stock fell nearly 20% on news the deal was dead. The proposed deal was also seen as an important test of Chinas antitrust law passed last August, the Business Week said. Huiyuan has a commanding lead in the 100% fruit juice and juice purée market with about 40% share, it actually saw sales fall in the first half, and it lost market share in the low end market of mixed fruit juices, which account for about 75% of the entire fruit juice segment. On the other hand, Coke, dominant in the carbonated drinks market, is No. 2. This dissertation, aims to analyze the Coke’s case on the basis of regulation on enterprise concentration by Antimonopoly Law, and thus discuss the detail of legal system which regulates enterprise concentration. The dissertation develops this thesis in four parts. The first part recalls the case from the Coke’s announcement of its offer to the disapproval of the deal publicized by Commerce Minister. The second par