United States: Antitrust Trends In 2019: Enforcement Watch List For The Year To Come

As 2019 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the Department of Justice and Federal Trade Commission and enforcers around the world – that are likely to impact businesses this year and beyond.

1. Ohio v AMEX: New rules for multisided markets, including high-tech platforms

The Supreme Court in 2018 issued a landmark decision in Ohio v. American Express, addressing the appropriate analysis of alleged anticompetitive effects in multisided markets, where an intermediary serves more than one distinct set of customers. The court concluded that AMEX's contracts preventing merchants from directing customers to other credit or debit cards charging lower fees, its so-called "anti-steering" rules, do not violate the antitrust laws.

Many industries involve two-sided or multisided markets. Traditional two-sided advertising markets include newspapers, magazines, radio and television. Innovation and the rise of the digital economy have spurred explosive growth in next-gen multisided platforms, especially in technology markets that connect consumers to products and services, such as apps that bring buyers and sellers together to facilitate a transaction, social media platforms, online booking tools, ride sharing, energy management and financial services like credit cards.

Credit card issuers market their platforms to both merchants and cardholders and provide distinct services to each that facilitate a transaction between them. The Supreme Court determined that AMEX operates as a two-sided "transaction platform," providing services simultaneously to two different groups of customers (cardholders and merchants) who depend on the platform to intermediate a transaction.

The court rejected the plaintiffs' argument that there is a separate market for merchant services and that an increase in merchant fees on one side of the market demonstrated an anticompetitive effect. Plaintiffs' arguments, the court held, "wrongly focuse[d] on only one side of the two-sided credit-card platform," as "[e]vidence of a price increase on one side of [such] a two-sided transaction platform cannot by itself demonstrate an anticompetitive exercise of market power."

The court reasoned that "two-sided transaction platforms" that "facilitate a single, simultaneous transaction" exhibit "pronounced indirect network effects and interconnected pricing and demand," and ultimately are "better understood as supplying only one product – transactions." Accordingly, "evaluating both sides of a two-sided transaction platform is ... necessary to accurately assess competition."

This market definition allowed AMEX to persuade the court that the procompetitive investments that it makes on the cardholder side of the market must be considered in the competitive effects analysis. If the court had determined that there were two separate markets, AMEX's arguments about the benefits to cardholders may not have been considered.

While the decision is not a free pass to technology platforms and other types of multisided products, it will undoubtedly increase the burden on the antitrust agencies and private plaintiffs in alleging and proving anticompetitive effects when dealing with interconnected multisided platforms. The decision is also likely to have broader application as antitrust litigants and merging parties apply the court's reasoning in analogous circumstances.

2. Pharma in the crosshairs

Conduct by pharmaceutical, biotech and medical device companies remains at the top of the antitrust enforcement agenda and a target of private litigation across a spectrum of issues.

The FTC and courts continue to interpret the contours of lawful and unlawful so-called "reverse payments," where patent owners pay alleged infringers in connection with the settlement of patent litigation.

Perhaps most significant, during 2018, an FTC administrative law judge dismissed one complaint despite finding a payment was "large and unjustified," concluding that any "theoretical" harm was outweighed by procompetitive effects. In particular, the judge found that it was unlikely the generic drug would have been introduced "at risk" before the agreed upon entry date and that the "real world procompetitive benefits" of the settlement – which provided a broad license enabling entry before patent expiration – were substantial. Increased judicial deference to the but-for world, including the likely outcome of patent cases, could significantly influence future reverse payment challenges. An appeal to the full commission is pending.

In federal court, the FTC also lost a reverse payment challenge, in FTC v. Abbvie, but proceeded to take its sham litigation claim to trial and won a $448 million disgorgement verdict, the largest monetary award ever in a litigated FTC antitrust case. The case underscores the significant antitrust risks where a firm may be alleged to have engaged in baseless, sham litigation to delay generic competition.

The FTC is appealing to the Third Circuit a lower court decision finding that the FTC cannot sue for an injunction under the FTC Act where it fails to allege an ongoing or imminent violation. In that case, involving alleged sham petitions before the FDA, the court found no imminent violation, where the alleged misconduct ceased almost five years before the FTC filed its complaint. If upheld, the ruling could force the FTC to rely more heavily on administrative litigation to obtain cease and desist orders, rather than injunctions in federal court, to prevent what it believes are unfair or deceptive acts or practices and unfair methods of competition.

In October 2018, President Trump signed a new law that modifies the Medicare, Prescription Drug, Improvement and Modernization Act to require biologic drug makers to alert the FTC and DOJ of agreements, including patent litigation settlements, they reach with biosimilar applicants. Just as the requirement under the MMA to notify agreements involving pharmaceuticals led to an explosion of antitrust challenges, this new law may foreshadow increased scrutiny of patent settlements and other agreements involving biologics.

In a case tackling the antitrust implications of settlement agreements more broadly, the FTC challenged trademark litigation settlements entered by 1-800 Contacts with more than a dozen competing online contacts lens retailers, which restricted the use of each other's trademarks as key words in online searches. The commission affirmed an administrative law judge's conclusion that such settlements were not immune from antitrust scrutiny and that the agreements harmed consumers and competition for the online sale of contact lenses.

The DOJ, 45 state attorneys general and private plaintiffs continue to pursue claims that drug companies fixed generic drug prices, in what was recently characterized by one state official as "most likely the largest cartel in the history of the United States." The investigation and enforcement actions reportedly involve more than 300 drugs sold by at least 16 companies.

3. Faster, cheaper merger review?

In welcome news for companies engaged in M&A and other transactions reportable under the Hart-Scott-Rodino Act, the DOJ and FTC have announced reforms designed to reduce compliance time and costs for merger review.

While Second Requests are issued to investigate only 3-4% of transactions reported under the HSR Act, they typically trigger a long, grueling and expensive process.

In a recent speech, DOJ Assistant Attorney General for Antitrust Makan Delrahim reported that in 2017, a typical "significant" merger review took approximately 11 months to complete, 65% more time than similar reviews in 2013. AAG Delrahim announced that, "provided that the parties expeditiously cooperate and comply throughout the entire process," DOJ "will aim to resolve most investigations within six months of filing."

Proposed changes include making the Antitrust Division Front Office open for meetings early in the merger review process, reducing the number of document custodians and investigational hearings, using a model voluntary request letter to collect key information within a few days of filing and using a model timing agreement, giving the DOJ 60 days from compliance to decision. DOJ is also seeking to improve coordination with foreign jurisdictions conducting parallel investigations and revising the agency's remedies guidelines.

In exchange, DOJ is insisting that merging parties provide detailed information to the government early in the investigation and a rolling production of documents and information in advance of certifying compliance with Second Requests. AAG Delrahim stressed that merging parties should not "hide the eight ball," but instead work with the DOJ in good faith to resolve open issues expeditiously.

The FTC is also taking action to streamline its merger review process and provide transparency. In August, the FTC published its own model timing agreement, which addresses the timing and logistics of document productions and investigational hearings and includes provisions to ensure that the agency knows when parties expect to comply with Second Requests.

These reforms may take time to fully implement, and timing to complete the HSR process will continue to turn on the complexity of the case. The initiatives at least reflect a recognition by the DOJ and FTC that the current process is often unduly burdensome for those transactions that receive a Second Request.

4. Rewriting the vertical merger playbook

Heading into 2019, the potential for future challenges to vertical mergers – combining firms that supply products to each other, in contrast to horizontal mergers, which combine competitors – remains shrouded in uncertainty.

The case to watch is the DOJ's challenge to AT&T's $85 billion acquisition of Time Warner, owner of CNN, HBO and Warner Brothers. In June 2018, after a six-week trial, the US District Court for the District of Columbia found that the DOJ failed to show the acquisition is likely to substantially lessen competition, the DOJ's first loss in a merger challenge since 2004. The case has now been briefed and argued before the DC Circuit Court of Appeals.

After the AT&T loss in district court, the DOJ closed investigations of vertical aspects of two other large mergers, CVS-Aetna and Cigna-Express Scripts. On the other hand, DOJ obtained structural relief to resolve vertical concerns raised by Bayer's merger with Monsanto, which would have combined Bayer's seed treatment business with Monsanto's leading seed business. AAG Delrahim has said the Antitrust Division will no longer accept what he called the "Band-Aid of behavioral remedies," such as requiring firewalls and nondiscrimination provisions to address vertical concerns, instead insisting upon structural remedies, such as divestiture.

The FTC meanwhile accepted behavioral conditions to address concerns raised by the Northrop Grumman-Orbital ATK merger, raising the specter of different standards at the two agencies.

Clarity may be forthcoming during 2019 from the DC Circuit as well as from the expected FTC report following the agency's Hearings on Competition and Consumer Protection in the 21st Century (see development 8 below), which included a deep dive into vertical merger analysis.

5. Exposure to antitrust liability looms even after deals close

Recent public and private antitrust enforcement vividly demonstrate that antitrust liability can continue to impact mergers even well after transactions close. Firms should consider such possibility in evaluating risks before signing up to deals.

In Steve & Sons, Inc. v. JELD-WEN, a jury determined that JELD-WEN violated Section 7 of the Clayton Act – which makes unlawful mergers and acquisitions the effect of which "may be substantially to lessen competition" – when it acquired one of its door-part competitors. The courtroom challenge came nearly four years after JELD-WEN's acquisition and after the DOJ reviewed and declined to challenge the merger. In addition to a $176 million treble-damages award, the court in October 2018 ordered divestiture of one of the acquired door-manufacturing facilities, more than six years after closing.

While JELD-WEN involved private litigation, the DOJ's challenge to Parker Hannifin's $4.3 billion acquisition of CLARCOR highlights that the expiration of the HSR waiting period does not equate to government approval or immunize transactions from subsequent review.

There, more than six months after the parties received HSR clearance and closed the deal, the DOJ brought suit alleging the transaction combined the only US sources of aviation fuel filtration products, a small portion of the deal. The DOJ's complaint cited internal emails by the buyer "identifying the 'notable area of overlap,'" questioning "whether buyer should be 'forthcoming'" about the antitrust issues and stating that the buyer was prepared for the possibility it might have to divest CLARCOR's aviation filtration business. Parker Hannifin agreed to settle the matter by divesting the aviation fuel filtration products it had acquired.

Transactions that fall below the HSR thresholds are also regularly challenged, both before and after closing. The FTC is currently challenging a consummated merger in administrative litigation involving the merger of top sellers of prosthetic knees equipped with microprocessors. The transaction was not HSR-reportable, and the agency opened an investigation after the transaction closed following receipt of a complaint from a large customer.

6. Shifting sands in DOJ and FTC positions on antitrust enforcement on FRAND commitments and patent holdup

New leadership at the DOJ and FTC have proselytized changes in how the agencies will address standard-setting organizations and other issues at the intersection of antitrust and intellectual property law. AAG Delrahim has signaled significant changes in how the DOJ views patent "holdup" versus patent "holdout" and fair, reasonable and nondiscriminatory commitments.

SSOs comprised of industry participants that collectively set standards to ensure interoperability and compatibility of products have often required patent holders to disclose relevant patents and agree to license those essential to implementing their standards on FRAND terms. The role of antitrust in ensuring that FRAND commitments are honored has been litigated in a number of cases over the last 20 years.

In a shift from prior administrations, AAG Delrahim has questioned whether refusals to license on FRAND terms should be a violation of antitrust law, arguing that the failure to abide by FRAND commitments should not give rise to an antitrust claim.

A related issue is the competitive implications of patent holdup versus patent holdout. Previous administrations have focused on competitive concerns from so-called patent holdup, where firms demand royalties for patent licenses after incorporation in the standard, based on the added market power derived from incorporation into the standard, rather than the value of the underlying intellectual property.

AAG Delrahim has indicated that he views "the collective holdout problem," where before setting a standard, the implementing firms either object to a patent owner's licensing terms or refuse to take a license at all, as a "more serious impediment to innovation."

Delrahim argues that "innovators make an investment before they know whether that investment will ever pay off" and have no recourse if implementing firms hold out, whereas implementing firms have a buffer against holdup because some investments occur "after royalty rates for new technologies could have been determined." Thus, "under-investment by the innovator should be of greater concern than under-investment by the implementer."

The FTC has proceeded more cautiously. Chairman Joseph Simons has stated the FTC will continue to examine both patent holdup and patent holdout because both raise potential antitrust issues. SSOs, patent owners and implementers alike should all stay attuned to these developments.

7. Increasing scrutiny of information exchange among competitors and use of algorithms

The antitrust agencies have indicated the exchanges of competitively sensitive information among competitors may run afoul the antitrust laws, issuing guidance that information exchanges "may be subject to civil antitrust liability when they have, or are likely to have, an anticompetitive effect." They have advised that, absent adequate safeguards, competitors should not exchange current and future price information, strategic plans, cost information, information about future product offerings, expansion plans and customer-specific information.

In late 2018, the DOJ settled with seven broadcast companies to resolve allegations the companies exchanged "pacing" and other information in select markets in alleged violation of Section 1 of the Sherman Act, which makes illegal agreements that unreasonably restrain trade.

The complaint describes pacing information as information that compares a station's revenues booked for a certain time period to the revenues booked in the same point in the previous year. The complaint asserts that the exchange permitted broadcasters to anticipate whether competitors were likely to raise, maintain or lower spot advertising prices, though it does not allege the conduct increased prices or caused other actual anticompetitive effects.

Information exchange promises to continue as a hot topic for antitrust enforcers, especially as tools and technologies to exchange information rapidly evolve and expand. As discussed below, the FTC's Hearings on Competition and Consumer Protection in the 21st Century addressed the competitive impact of algorithmic software, artificial intelligence and predictive analytics. Debates continue whether software code and technology serve as tools for more efficient competitive decision-making or autonomous collusion.

The DOJ has been clear that "where competitors agree to restrict competition between them, whether by agreeing to display identical gasoline prices at gas stations on opposite street corners, or by fixing prices using advanced technology like online trading platforms or algorithms, they violate the Sherman Act." But, "the fact that price movements in response to changing competitive conditions and customer demand happen more quickly because of new technology does not change the generally pro-competitive nature of these price changes." Thus, the DOJ's focus in price-fixing cases, whether or not facilitated by algorithm-based pricing software or other technology, remains "concerted action."

8. FTC exploring new approaches to competition and consumer protection enforcement on matters involving high-tech markets

The FTC is devoting enormous resources to a series of hearings on Competition and Consumer Protection in the 21st Century. The agency has held 16 days of hearings, with discussion among company executives, economists and lawyers, and three more are scheduled before the hearings wrap up in February, with final comments due in March – though that deadline may be delayed by the government shutdown.

The hearings have covered such topics as privacy, big data and competition, competition and consumer protection issues associated with the use of algorithms, artificial intelligence and predictive analytics, the role of intellectual property in promoting innovation, and the identification and analysis of collusive, exclusionary and predatory conduct by digital and technology-based platform businesses.

The hearings, modeled after a 1995 FTC study under Chairman Robert Pitofsky on global competition and innovation, are aimed at considering whether "changes in the economy, evolving business practices, new technologies or international developments might require adjustments to competition and consumer protection law, enforcement priorities and policy."

While only time will tell the extent to which the hearings may move the needle, there is substantial pressure for US authorities to be more aggressive in challenging tech leaders, following the lead of competition authorities in Europe and Asia. The hearings have even questioned the "consumer welfare" standard on which much of modern antitrust enforcement is based. The FTC Chairman's introduction to the hearings promised that the FTC would keep "a very open mind" on these important issues, including whether "significant adjustments to antitrust doctrine, enforcement decisions and law would be beneficial to our country."

9. Increased global merger scrutiny of transactions involving companies with little or no revenue

In the US, the HSR Act has long required notification of transactions valued over a significant amount, currently $337.6 million, regardless of the merging firms' assets and revenue.

Outside of the US, most merger control regimes are based on the turnover or revenues of the merging parties. In recent years, however, competition authorities around the world are adopting new rules to require notification of large acquisitions of firms with no or insignificant revenues at the time of acquisition.

This issue arises most frequently in deals involving tech and pharmaceutical startups, where firms may not yet have significant revenues but whose potential is evident in the transaction value. Antitrust authorities are keen to review acquisitions of not yet marketed drugs, for example, which may have a significant impact on the market.

Recently, new transaction value-based thresholds have come into force in both Germany and Austria. Notification may now be required in Germany where the value of the transaction exceeds €400 million (approximately $460 million) and the target is significantly active in Germany. Similarly, deals may now need to be notified in Austria where the value of consideration for a transaction exceeds €200 million (approximately $230 million) and the target is active to a "significant extent" in Austria.

The European Commission, meanwhile, has undertaken a consultation on whether its current turnover-based thresholds are sufficient to catch relevant mergers and if a deal value based threshold should also be required. An evaluation paper is expected from the commission in the near future.

10. Brexit to impact competition law

As the UK government continues to address how to leave the EU, questions regarding the future operation of the UK competition law regime have come to the fore.

In November 2018, nearly 30 months after the British electorate voted to leave the EU, the European Commission published a 585-page draft Withdrawal Agreement, which provides for a transition period during which EU law will continue to apply to the UK as if it were still a Member State. Therefore, EU competition law will continue to apply to the UK until at least the end of 2021. As widely reported, however, the Withdrawal Agreement needs to be approved by the UK and the European Parliaments, and the UK Parliamentary vote scheduled during December 2018, has been postponed.

In the absence of ratification, and assuming that the UK does not withdraw or suspend its notice of its intention to leave the EU, Brexit will take effect on March 29, albeit without any agreement with the EU.

To prepare for such an eventuality, the UK government has published regulations that set out detailed changes that would be made to UK competition law in the event of a "no-deal" Brexit. Under the regulations, the Competition and Markets Authority would continue to apply domestic competition law within a framework set by EU competition law, including EU case law and block exemptions. While there may be some disruption, particularly for live merger cases, the CMA will have an increased budget to address these challenges and is hiring personnel to handle the workload.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Shearman & Sterling LLP
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Shearman & Sterling LLP
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions