American Stores Company and Subsidiaries - Page 23




                                        - 23 -                                        

          The Supreme Court held: “the District Court had the power to                
          divest American of any part of its ownership interests in the               
          acquired Lucky Stores, either by forbidding the exercise of the             
          owner’s normal right to integrate the operations of the two                 
          previously separate companies, or by requiring it to sell certain           
          assets located in California” under section 16 of the Clayton               
          Act.  Id. at 296.                                                           
               The claim of the State of California that gave rise to                 
          petitioner’s legal fees was an alleged violation of section 7 of            
          the Clayton Act.  That section prohibits the acquisition of stock           
          or assets in another company if “the effect of such acquisition             
          may be substantially to lessen competition, or tend to create a             
          monopoly.”  15 U.S.C. sec. 18.  The antitrust claim in the                  
          instant case involved American Stores’ right to acquire Lucky               
          Stores.  The legal fees incurred in the antitrust action arose              
          out of, and were incurred in connection with, petitioner’s                  
          acquisition of Lucky Stores.                                                
               Petitioner places great emphasis on the fact that legal                
          title to all the Lucky Stores shares had passed before the                  
          antitrust litigation was commenced.  In United States v. Hilton             
          Hotels Corp., supra at 584, the Supreme Court noted that the                
          prior passage of title in the underlying stock acquisition in               
          question was “a distinction without a difference” in deciding               
          whether costs of litigation arose out of the process of                     





Page:  Previous  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  23  24  25  Next

Last modified: May 25, 2011