Where did Gemstar and TV Guide go wrong?
Gemstar and TV Guide allegedly ceased all competition between the two of them from the moment they signed their merger agreement. This violated both HSR waiting period rules and the Sherman Act’s per se prohibition on naked restraints of trade. Further, the two companies allegedly agreed to allocate customers between them and reached specific understandings as to whether TV Guide or Gemstar would approach and negotiate with particular customers during the interim period before consummation. The buyer’s CEO went so far as to prepare a table detailing this division of responsibilities, and subsequently monitored compliance with the agreement through a series of emails with the CEO of the other firm. All of these documents and emails presumably were discovered by the DOJ during the HSR second request process. The DOJ alleged that there was extensive coordination on prices and terms throughout the entire HSR waiting period when TV Guide and Gemstar allegedly shared detailed and specific in
