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reviewing the merger.In a conference call with reporters today, representatives of the Electronic Privacy Information Center and the Center for Digital Democracy, said they are considering filing a lawsuit in response to a decision last week by Deborah Platt Majoras, chair of the Federal Trade Commission. Majoras denied a request from the groups that she recuse herself from the merger review after the groups learned that her husband, John M. Majoras, is a partner who specializes in antitrust at the Jones Day law firm representing DoubleClick.Jeff Chester, of the CDD and Marc Rotenberg, executive director of EPIC, said statements by the FTC and the chairman about her knowledge of Jones Day's role did not square with information that had been posted on the law firm's Web site.The pair also noted that while they expected the FTC to rule on the merger soon, the agency would not have the last word. They pointed out that the merger was under review by the European Commission, which has developed a reputation for being tougher on anti-trust and privacy issues than U.S. federal agencies.The two groups have primarily been critical of the deal on privacy grounds, saying a merger of two of thelargest online advertising companies creates the potential for abuse of consumers' information. But they filed their latest petition last week after they discovered the ties between the FTC chair and the law firm.In response, John Majoras has said his firm did not represent DoubleClick before the FTC and that he 40-6
Chapter 40 - Corporations: Mergers, Consolidations, Terminationswas not personally involved.However, according to the groups' petition, the firm's Web site claims that Jones Day represents DoubleClick ''on the international and U.S. antitrust and competition law aspects'' of the deal.But on Friday, the FTC chair declined to remove herself from the review. She said after reviewing the petition with the agency's ethics office, it was determined that ''the relevant laws and rules . . . neither require nor support recusal.''Representatives of Google and the FTC could not be reached for comment this morning.ANSWERS TO QUESTIONS AND PROBLEMS1.A merger occurs when a legal contract combines two or more corporations, with the combinationretaining only one of the corporations. In a merger one of the corporations remains taking on theother corporation. The surviving corporation changes in many ways, but it is still assumed to bethe same company it was before the merger, just with new additions. A consolidation, similarly,occurs when a legal contract combines two or more corporations, resulting in an entirely newcorporation. After a consolidation, neither of the original corporations legally exists, thus beingthe main difference between a merger and a consolidation; mergers retain one of the corporations