Look for an upcoming story as provided by Citizens For A Better America, explaining why the Democrat and Republican parties have violated the anti-trust act of 1914, and their purpose of acquisition of individuals that have relied upon the separation of power and politics in order to redirect the future of America and to destroy the church.
Charles Frederick Tolbert EdD
A government is the system by which a state or community is governed. In the Commonwealth of Nations the word government is also used more narrowly to refer to the collective group of people that exercises executive authority authority in a state. This usage is analogous to what is called an “administration”
In the case of its broad associative definition, government normally consists of legislator (legislative) administer (executive) , and arbitrators (judicial). Government is the means by which state policy is enforced, as well as the mechanism for determining the policy of the state. A form of government, or form of state governance, refers to the set of political systems and institutions that make up the organization of a specific government.
The majority of Americans believe that the U.S.A. was formed as a Democracy; however “The United States is indeed, a Republic, not a Democracy.”
A republic, on the other hand, is a system in which the people choose representatives who, in turn, make policy decisions on their behalf. Another misunderstanding is the term Federalism and the relationship to the use of the word Republic.
A federal system expands participation in politics and government and the more levels of government, the greater the opportunity to vote and hold office. The American invention of federalism rested on a new conception of sovereignty. The United States is, indeed, a Republic, not a Democracy. Accurately defined, a democracy is a form of government in which the people decide policy matters directly–through town hall meetings or by voting on ballot initiatives and referendums. A republic, on the other hand, is a system in which the people choose representatives who, in turn, make policy decisions on their behalf. The Framers of the Constitution were altogether fearful of pure democracy. Everything they read and studied taught them that pure democracies “have ever been spectacles of turbulence and contention; have ever been found incompatible with personal security or the rights of property; and have in general been as short in their lives as they have been violent in their deaths” (Federalist No 10) .
There is nothing which I dread so much as a division of the republic into two great parties, each arranged under its leader, and concerting measures in opposition to each other. This, in my humble apprehension, is to be dreaded as the greatest political evil under our Constitution.
What must be understood is Government of any kind affects every human activity in many important ways. It is for this reason that the Citizens for a Better America continues to inform the citizens of the United States of America of our forefathers concern that a two party system would destroy the foundation which we were formed, therefore our founders wrote the Constitution to prevent our becoming a dictatorship.
In order to explain this it will be necessary for the reader to understand certain termilogy:
1. To form or gather into a mass or whole.
2. To form into or merge with a corporate conglomerate.
To cause to form into a mass or whole.
A corporation is made up of a number of different companies that operate in diversified fields. In 1871 the United States of America was incorporated by which the 41st congress February 21, 1871 Session III, chapter 62, page 419. On June 20, 1874, the president with advice of the Senate abolished and replaced the 1971 government with a commission consisting of three persons. 18 Stat. At L. 116, chap. 337
On June 11, 1878 (20 stat. at L. 102, Chap. 180) was enacted stating that the District of Columbia should remain and continue a municipal corporation as provide in 2 of the revised Statues, therefore removing the authority of the constitution and establishing a fictitious Government. In so doing because of the financial issues caused by the civil war Congress cut a deal with international bankers (Rothschild of London). By passing the Act of 1871 Congress committed treason.
Government Control of Small Businesses
The misnamed Employee Free Choice Act puts control of small businesses in the hands of government bureaucrats because it contains no meaningful small business exemption. About 39 million employees from 4 million small businesses would lose their right to a secret ballot. EFCA then allows the government to impose contracts on newly organized small business employees. The federal government, not workers or their employers, would decide how much workers should earn, how–and if–they are promoted, and what benefits they receive. The government would assign work tasks and set business operations. The government would take control of every significant aspect of the small business workplace.
Since no one else is stepping up here is how you prevent the merger of two corporations (the Democratic and Republican Parties) from further destroying America.
1. Vote for a third political party (Citizens for a Better America)
2. Petition the government. Write your representatives, submit signed petitions, etc.
3. Participate in the local community. This includes everything from volunteerism to peaceable protests.
One that often isn’t listed is your best choice for public office.
Methods by which corporations legally unify ownership of assets formerly subject to separate controls. A merger or acquisition is a combination of two companies, the Democratic and Republican Parties, where one corporation is completely absorbed by another corporation. The less important company loses its identity and becomes part of the more important corporation, which retains its identity. A merger extinguishes the merged corporation, and the surviving corporation assumes all the rights, privileges, and liabilities of the merged corporation. A merger is not the same as a consolidation, in which two corporations lose their separate identities and unite to form a completely new corporation.
Federal and state laws regulate mergers and acquisitions. Regulation is based on the concern that mergers inevitably eliminate competition between the merging firms. This concern is most acute where the participants are direct rivals, because courts often presume that such arrangements are more prone to restrict output and to increase prices. The fear that mergers and acquisitions reduce competition has meant that the government carefully scrutinizes proposed mergers. On the other hand, since the 1980s, the federal government has become less aggressive in seeking the prevention of mergers.
Despite concerns about a lessening of competition, U.S. law has left firms relatively free to buy or sell entire companies or specific parts of a company. Mergers and acquisitions often result in a number of social benefits. Mergers can bring better management or technical skill to bear on underused assets. They also can produce economies of scale and scope that reduce costs, improve quality, and increase output. The possibility of a takeover can discourage company managers from behaving in ways that fail to maximize profits. A merger can enable a business owner to sell the firm to someone who is already familiar with the industry and who would be in a better position to pay the highest price. The prospect of a lucrative sale induces entrepreneurs to form new firms. Finally, many mergers pose few risks to competition.
Antitrust merger law seeks to prohibit transactions whose probable anticompetitive consequences outweigh their likely benefits. The critical time for review usually is when the merger is first proposed. This requires enforcement agencies and courts to forecast market trends and future effects. Merger cases examine past events or periods to understand each merging party’s position in its market and to predict the merger’s competitive impact.
Types of Mergers
Mergers appear in three forms, based on the competitive relationships between the merging parties. In a horizontal merger, one firm acquires another firm that produces and sells an identical or similar product in the same geographic area and thereby eliminates competition between the two firms. In a Vertical merger, one firm acquires either a customer or a supplier. Conglomerate mergers encompass all other acquisitions, including pure conglomerate transactions where the merging parties have no evident relationship (e.g., when a shoe producer buys an appliance manufacturer), geographic extension mergers, where the buyer makes the same product as the target firm but does so in a different geographic market (e.g., when a baker in Chicago buys a bakery in Miami), and product-extension mergers, where a firm that produces one product buys a firm that makes a different product that requires the application of similar manufacturing or marketing techniques (e.g., when a producer of household detergents buys a producer of liquid bleach).
Corporate Merger Procedures
State statutes establish procedures to accomplish corporate mergers. Generally, the board of directors for each corporation must initially pass a resolution adopting a plan of merger that specifies the names of the corporations that are involved, the name of the proposed merged company, the manner of converting shares of both corporations, and any other legal provision to which the corporations agree. Each corporation notifies all of its shareholders that a meeting will be held to approve the merger. If the proper number of shareholders approves the plan, the directors sign the papers and file them with the state. The Secretary of State issues a certificate of merger to authorize the new corporation.
Some statutes permit the directors to abandon the plan at any point up to the filing of the final papers. States with the most liberal corporation laws permit a surviving corporation to absorb another company by merger without submitting the plan to its shareholders for approval unless otherwise required in its certificate of incorporation.
Statutes often provide that corporations that are formed in two different states must follow the rules in their respective states for a merger to be effective. Some corporation statutes require the surviving corporation to purchase the shares of stockholders who voted against the merger.
Horizontal, vertical, and conglomerate mergers each raise distinctive competitive concerns.
Horizontal Mergers Horizontal mergers raise three basic competitive problems. The first is the elimination of competition between the merging firms, which, depending on their size, could be significant. The second is that the unification of the merging firms’ operations might create substantial market power and might enable the merged entity to raise prices by reducing output unilaterally. The third problem is that, by increasing concentration in the relevant market, the transaction might strengthen the ability of the market’s remaining participants to coordinate their pricing and output decisions. The fear is not that the entities will engage in secret collaboration but that the reduction in the number of industry members will enhance tacit coordination of behavior.
Vertical Mergers Vertical mergers take two basic forms: forward Integration , by which a firm buys a customer, and backward integration, by which a firm acquires a supplier. Replacing market exchanges with internal transfers can offer at least two major benefits. First, the vertical merger internalizes all transactions between a manufacturer and its supplier or dealer, thus converting a potentially adversarial relationship into something more like a partnership. Second, internalization can give management more effective ways to monitor and improve performance.
Vertical integration by merger does not reduce the total number of economic entities operating at one level of the market, but it might change patterns of industry behavior. Whether a forward or backward integration, the newly acquired firm may decide to deal only with the acquiring firm, thereby altering competition among the acquiring firm’s suppliers, customers, or competitors. Suppliers may lose a market for their goods; retail outlets may be deprived of supplies; or competitors may find that both supplies and outlets are blocked. These possibilities raise the concern that vertical integration will foreclose competitors by limiting their access to sources of supply or to customers. Vertical mergers also may be anticompetitive because their entrenched market power may impede new businesses from entering the market.
Conglomerate Mergers Conglomerate transactions take many forms, ranging from short-term joint ventures to complete mergers. Whether a conglomerate merger is pure, geographical, or a product-line extension, it involves firms that operate in separate markets. Therefore, a conglomerate transaction ordinarily has no direct effect on competition. There is no reduction or other change in the number of firms in either the acquiring or acquired firm’s market.
Conglomerate mergers can supply a market or “demand” for firms, thus giving entrepreneurs liquidity at an open market price and with a key inducement to form new enterprises. The threat of takeover might force existing managers to increase efficiency in competitive markets. Conglomerate mergers also provide opportunities for firms to reduce capital costs and overhead and to achieve other efficiencies.
Conglomerate mergers, however, may lessen future competition by eliminating the possibility that the acquiring firm would have entered the acquired firm’s market independently. A conglomerate merger also may convert a large firm into a dominant one with a decisive competitive advantage, or otherwise make it difficult for other companies to enter the market. This type of merger also may reduce the number of smaller firms and may increase the merged firm’s political power, thereby impairing the social and political goals of retaining independent decision-making centers, guaranteeing small business opportunities, and preserving democratic processes.
Federal Antitrust Regulation
Since the late nineteenth century, the federal government has challenged business practices and mergers that create, or may create, a Monopoly in a particular market. Federal legislation has varied in effectiveness in preventing anticompetitive mergers.
Sherman Anti-Trust Act of 1890 The Sherman Trust Anti-Trust Act (15 U.S.C.A. §§ 1 et seq.) was the first federal antitrust statute. Its application to mergers and acquisitions has varied, depending on its interpretation by the U.S. Supreme Court. In Northern Securities Co. v. United States, 193 U.S. 197, 24 S. Ct. 436, 48 L. Ed. 679 (1904), the Court ruled that all mergers between directly competing firms constituted a combination in restraint of trade and that they therefore violated Section 1 of the Sherman Act. This decision hindered the creation of new monopolies through horizontal mergers.
In Standard Oil Co. of New Jersey v. United States, 221 U.S. 1, 31 S. Ct. 502, 55 L. Ed. 619 (1911), however, the Court adopted a less stringent “rule of reason test” to evaluate mergers. This rule meant that the courts must examine whether the merger would yield monopoly control to the merged entity. In practice, this resulted in the approval of many mergers that approached, but did not achieve, monopoly power.
Clayton Anti-Trust Act of 1914 Congress passed the Clayton Act (15 U.S.C.A. §§ 12 et seq.) in response to the Standard Oil Co. of New Jersey decision, which it feared would undermine the Sherman Act’s ban against trade restraints and monopolization. Among the provisions of the Clayton Act was Section 7, which barred anticompetitive stock acquisitions.
The original Section 7 was a weak anti-merger safeguard because it banned only purchases of stock. Businesses soon realized that they could evade this measure simply by buying the target firm’s assets. The U.S. Supreme Court, in Thatcher Manufacturing Co. v. Federal Trade Commission, 272 U.S. 554, 47 S. Ct. 175, 71 L. Ed. 405 (1926), further undermined Section 7 by allowing a firm to escape liability if it bought a controlling interest in a rival firm’s stock and used this control to transfer to itself the target’s assets before the government filed a complaint. Thus, a firm could circumvent Section 7 by quickly converting a stock acquisition into a purchase of assets.
By the 1930s, Section 7 was eviscerated. Between the passage of the Clayton Act in 1914 and 1950, only 15 mergers were overturned under the antitrust laws, and ten of these dissolutions were based on the Sherman Act. In 1950, Congress responded to post–World War II concerns that a wave of corporate acquisitions was threatening to undermine U.S. society, by passing the Celler-Kefauver Antimerger Act, which amended Section 7 of the Clayton Act to close the assets loophole. Section 7 then prohibited a business from purchasing the stock or assets of another entity if “the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.”
Congress intended the amended section to reach vertical and conglomerate mergers, as well as horizontal mergers. The U.S. Supreme Court, in Brown Shoe Co. v. United States, 370 U.S. 294, 82 S. Ct. 1502, 8 L. Ed. 2d 510 (1962), interpreted the amended law as a congressional attempt to retain local control over industry and to protect small business. The Court concluded that it must look at the merger’s actual and likely effect on competition. In general, however, it relied almost entirely on market share and concentration figures in evaluating whether a merger was likely to be anticompetitive. Nevertheless, the general presumption was that mergers were suspect.
In United States v. General Dynamics, 415 U.S. 486, 94 S. Ct. 1186, 39 L. Ed. 2d 530 (1974), the Court changed direction. It rejected any antitrust analysis that focused exclusively on market-share statistics, cautioning that although statistical data can be of great significance, they are “not conclusive indicators of anticompetitive effects.” A merger must be viewed in the context of its particular industry. Therefore, the Court held that “only a further examination of the particular market—its structure, history, and probable future—can provide the appropriate setting for judging the probable anticompetitive effect of the merger.” This totality-of-the circumstances approach has remained the standard for conducting an antitrust analysis of a proposed merger.
Federal Trade Commission Act of 1975 Section 5 of the Federal Trade Commission Act (15 U.S.C.A. § 45), prohibits “unfair method[s] of competition” and gives the Federal Trade Commission (FTC) independent jurisdiction to enforce the antitrust laws. The law provides no criminal penalties, and it limits the FTC to issuing prospective decrees. The Justice Department and the FTC share enforcement of the Clayton Act. Congress gave this authority to the FTC because it thought that an administrative body would be more responsive to congressional goals than would the courts.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 The Hart-Scott-Rodino Antitrust Improvements Act (HSR) (15 U.S.C.A. § 18a) established a mandatory premerger notification procedure for firms that are parties to certain mergers. The HSR process requires the merging parties to notify the FTC and the Department of Justice before completing certain transactions. In general, an HSR premerger filing is required when (a) one of the parties to the transaction has annual net sales (or revenues) or total assets exceeding $100 million and the other party has annual net sales (or revenues) or total assets exceeding $10 million; and (b) the acquisition price or value of the acquired assets or entity exceeds $15 million. Failure to comply with these requirements may result in the Rescission of completed transactions and may be punished by a civil penalty of up to $10,000 per day.
HSR also established mandatory waiting periods during which the parties may not “close” the proposed transaction and begin joint operations. In transactions other than cash tender offers, the initial waiting period is 30 days after the merging parties have made the requisite premerger notification filings with the federal agencies. For cash tender offers, the waiting period is 15 days after the premerger filings. Before the initial waiting periods expire, the federal agency that is responsible for reviewing the transaction may request the parties to supply additional information relating to the proposed merger. These “second requests” often include extensive interrogatories (lists of questions to be answered) and broad demands for the production of documents. A request for further information may be made once, and the issuance of a second request extends the waiting period for ten days for cash tender offers and 20 days for all other transactions. These extensions of the waiting period do not begin until the merging parties are in “substantial compliance” with the government agency’s request for additional information.
If the federal government decides not to challenge a merger before the HSR waiting period expires, a federal agency is highly unlikely to sue at a late date to dissolve the transaction under Section 7 of the Clayton Act. The federal government is not legally barred from bringing such a lawsuit, but the desire of the federal agencies to increase predictability for business planners has made the HSR process the critical period for federal review. However, the decision of a federal agency not to attack a merger during the HSR waiting period does not preclude a lawsuit by a state government or a private entity. To facilitate analysis by the state attorneys general, the National Association of Attorneys General (NAAG) has issued a Voluntary Pre-Merger Disclosure Compact under which the merging parties can submit copies of their federal HSR filings and the responses to second requests with NAAG for circulation among states that have adopted the compact.
In the vast majority of antitrust challenges to mergers and acquisitions, the matters have been resolved by consent order or decree. The Department of Justice and the FTC have sought to clarify they way they analyze mergers through merger guidelines issued May 5, 1992 (4 Trade Reg. Rep. [CCH] ¶ 13,104). These guidelines are not “law” but enforcement-policy statements. Nevertheless, the antitrust enforcement agencies will use them to analyze proposed transactions.
The 1992 merger guidelines state that most horizontal mergers and acquisitions aid competition and that they are beneficial to consumers. The intent of issuing the guidelines is to “avoid unnecessary interference with the larger universe of mergers that are either competitively beneficial or neutral.”
The guidelines prescribe five questions for identifying hazards in proposed horizontal mergers: Does the merger cause a significant increase in concentration and produce a concentrated market? Does the merger appear likely to cause adverse competitive effects? Would entry sufficient to frustrate anticompetitive conduct be timely and likely to occur? Will the merger generate efficiencies that the parties could not reasonably achieve through other means? Is either party likely to fail, and will its assets leave the market if the merger does not occur?
The guidelines essentially ask which products or firms are now available to buyers, the Democratic and Republican Parties, and where could voters turn for supplies if relative prices increased by five percent (the measure for assessing a merger-generated price increase). The guidelines redraw market boundaries to cover more products and a greater area, which tends to yield lower concentration increases than U.S. Supreme Court merger decisions of the 1960s.
In conclusion the Democrat and Republican parties have violated the anti-trust act of 1914, and their purpose of acquisition of individuals that have relied upon the separation of power and politics in order to redirect the future of America and to destroy the church.
Charles Frederick Tolbert EdD
Retired Master Sergeant United States Army
Was a candidate United States Senate Florida 2016
There is a better Way