美国司法部首次就反垄断问题签署仲裁协议

来源：美国司法部

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2019年9月4日，美国司法部发布新闻称，其于当日就诺贝丽斯（Novelis）收购爱励铝业（Aleris）的计划向俄亥俄州北部地区法院提起反垄断民事诉讼，以阻止这项收购案的推进，维护北美地区铝制汽车车身板市场的竞争。美国司法部反垄断局称，该项交易将使北美仅有的四家铝制汽车车身板制造商中的两家合二为一。汽车生产商依赖这两家公司生产的铝制汽车部件，以使其生产的汽车更轻、更省油、更安全和更耐用。据悉，反垄断局已与被告达成协议，同意在特定情况下通过仲裁来解决相关产品市场界定问题。这是反垄断局第一次采用仲裁的方式来解决问题。主管反垄断局的助理司法部长Makan Delrahim指出，“汽车制造商越来越需要铝制汽车车身板，以满足美国消费者对更轻、更省油的大型汽车的需求。失去一家与之竞争的供应商，最终将损害美国汽车买家的利益。” “仲裁将使反垄断部门更高效地解决决定性的市场界定问题。替代性争议解决方式是反垄断部门可以使用而且将在适当情况下使用的一个重要工具，以最大限度地利用反垄断局的执法资源保护美国消费者。”

Justice Department Sues to Block Novelis's Acquisition of Aleris

Acquisition Would Eliminate a New and Disruptive Rival Supplying Aluminum Sheet for the Next Generation of Automobiles; Department’s Concerns to be Resolved with Binding Arbitration Under the Administrative Dispute Resolution Act of 1996

The Department of Justice filed a civil antitrust lawsuit today seeking to block Novelis Inc.’s proposed acquisition of Aleris Corporation in order to preserve competition in the North American market for rolled aluminum sheet for automotive applications, commonly referred to as aluminum auto body sheet. 

The Antitrust Division’s lawsuit alleges that the transaction would combine two of only four North American producers of aluminum auto body sheet.  Automakers rely on Novelis and Aleris to produce aluminum parts for automobiles to make cars lighter, more fuel-efficient, safer and more durable.  The department filed its lawsuit in the U.S. District Court for the Northern District of Ohio.

The Antitrust Division has agreed with defendants to refer the matter to binding arbitration should certain conditions be triggered.  The arbitration would resolve the issue of product market definition.  The arbitration would take place pursuant to the Administrative Dispute Resolution Act of 1996 (5 U.S.C. § 571 et seq.) and the Antitrust Division’s implementing regulations (61 Fed. Reg. 36,896 (July 15, 1996)).  This would mark the first time the Antitrust Division is using this arbitration authority to resolve a matter. 

“Automakers increasingly need aluminum auto body sheet to satisfy American consumers’ demand for larger vehicles that are lighter and more fuel-efficient.  The loss of a competing supplier of aluminum auto body sheet ultimately would harm American car buyers,” said Assistant Attorney General Makan Delrahim of the Justice Department’s Antitrust Division.  “This arbitration would allow the Antitrust Division to resolve the dispositive issue of market definition in this case efficiently and effectively, saving taxpayer resources.  Alternative dispute resolution is an important tool that the Antitrust Division can and will use, in appropriate circumstances, to maximize its enforcement resources to protect American consumers.”

As alleged in the complaint, Aleris is an aggressive competitor whose expansion into the North American market had an immediate impact on pricing in North America.  If this deal were allowed to proceed, Novelis would lock up 60 percent of projected total domestic capacity and the vast majority of uncommitted capacity, enabling the company to raise prices, reduce innovation and provide less favorable terms of service to the detriment of automakers and ultimately American consumers.  Novelis’s acquisition of Aleris would eliminate a rival it described as “poised for transformational growth.”  The complaint quotes internal presentations and emails describing an anticompetitive rationale for the transaction:

Novelis worried that Aleris could be sold to a “[n]ew market entrant in the US with lower pricing discipline” than Novelis, and that an “[a]lternative buyer [was] likely to bid aggressively and negatively impact pricing” in the market.

“[A]n acquisition by us as the market leader will help preserve the industry structure versus a new player . . . coming into our growth markets and disturbing the industry structure to create space for himself, while hurting us the most.” 

Novelis is a Canadian corporation headquartered in Atlanta, Georgia.  It offers flat-rolled aluminum products in three segments: automotive, beverage can and specialty products.  In the fiscal year ending March 31, 2019, Novelis’s revenues were approximately $12.3 billion.  Novelis is a wholly-owned subsidiary of Hindalco Industries Ltd., an Indian company headquartered in Mumbai, India. 

Aleris is a Delaware corporation headquartered in Cleveland, Ohio.  It offers flat-rolled aluminum products to the automotive, aerospace, and building and construction industries, among others.  In 2018, Aleris’s revenues were approximately $3.4 billion. 

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选材：侯静文

编辑：孙姗姗

审核：杜广普