Abstract

It was hands across the water when both a U.S. district court and the European Commission cleared the $10.3 billion merger of Oracle and PeopleSoft. The Department of Justice, which had opposed the deal, had decided not to appeal its defeat in the San Francisco court, and it is thought that the Commission took this as a sign that U.S. regulators would not take it amiss if their European counterparts also let the merger proceed. In any event, there was none of the resentment and outrage that bubbled over not so long ago when U.S. antitrust authorities approved the GE/Honeywell deal and their European counterparts killed it. With Oracle/PeopleSoft, convergence was the word of the day. But a close look at the U.S. court decision and the European regulatory ruling in late 2004 reveals how often the San Francisco judge and the Brussels authorities took dramatically different approaches to important components of their decisions. Two lawyers representing Oracle before the European Commission, Wilmer Cutler Pickering Hale and Dorr ’s Sven Völcker and Christian Duvernoy of the firm’s Brussels office, identify no fewer than six key issues on which the American court and the European Commission took diametrically opposed positions. Fielding a team led by former Director-General of DG Competition at the European Commission, Claus-Dieter Ehlermann, Wilmer was EU antitrust co-counsel to Oracle together with long-standing European antitrust2004 when the bidder announced that it had at last gained control of its target. Oracle CEO Lawrence Ellison had been reviewing strategic acquisitions for some time and PeopleSoft had been on his list of candidates. Larry Ellison has said publicly that software is due for consolidation and he clearly wanted to be a survivor.

Disciplines

Antitrust and Trade Regulation

Date of this Version

March 2005

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