copperweld independence tube argued december decided june petitioner copperweld purchased petitioner regal tube manufacturer steel tubing lear siegler operated regal unincorporated division sale agreement bound complete regal five years copperweld transferred regal assets newly formed wholly owned subsidiary shortly copperweld acquired regal david grohne previously officer regal became officer lear siegler continuing work lear siegler formed respondent corporation compete regal respondent gave yoder purchase order tubing mill yoder voided order received letter copperweld warning copperweld greatly concerned grohne contemplated competing regal promising take necessary steps protect copperweld rights noncompetition agreement lear siegler respondent arranged mill supplied another company thereafter respondent filed action federal district petitioners yoder jury found inter alia petitioners conspired violate sherman act yoder part conspiracy awarded treble damages petitioners appeals affirmed noting exoneration yoder antitrust liability left parent corporation wholly owned subsidiary parties conspiracy questioned wisdom subjecting conspiracy antitrust liability held liability appropriate enough separation two entities make treating two independent actors sensible sufficient evidence jury conclude regal like separate corporate entity mere service arm parent held petitioner copperweld wholly owned subsidiary petitioner regal incapable conspiring purposes sherman act pp previously seemed acquiesce conspiracy doctrine provides liability foreclosed merely parent subsidiary subject common ownership never explored analyzed detail justifications rule pp section sherman act contrast reaches unreasonable restraints trade effected contract combination conspiracy separate entities reach conduct wholly unilateral pp coordinated activity parent wholly owned subsidiary must viewed single enterprise purposes sherman act parent wholly owned subsidiary complete unity interest objectives common disparate general corporate objectives guided determined two separate corporate consciousnesses one without formal agreement subsidiary acts parent benefit parent subsidiary agree course action sudden joining economic resources previously served different interests justification scrutiny reality parent subsidiary always unity purpose common design conspiracy doctrine relies artificial distinctions looking form enterprise structure ignoring reality antitrust liability depend whether corporate subunit organized unincorporated division wholly owned subsidiary nothing record indicates meaningful difference regal operations unincorporated division lear siegler later operations wholly owned subsidiary copperweld pp appropriate inquiry case whether coordinated conduct parent wholly owned subsidiary may ever anticompetitive effects whether term conspiracy bear literal construction includes parent subsidiaries rather whether logic underlying congress decision exempt unilateral conduct scrutiny sherman act similarly excludes conduct parent subsidiary concluded coordinated behavior parent subsidiary falls outside reach anticompetitive activities corporations wholly owned subsidiaries meriting antitrust remedies may policed adequately without resort conspiracy doctrine corporation initial acquisition control always subject scrutiny sherman act clayton act thereafter enterprise subject sherman act federal trade commission act pp burger delivered opinion blackmun powell rehnquist joined stevens filed dissenting opinion brennan marshall joined post white took part consideration decision case erwin griswold argued cause petitioners briefs william jentes sidney herman robert shapiro donald baker deputy solicitor general wallace argued cause amicus curiae urging reversal brief solicitor general lee assistant attorney general baxter deputy assistant attorney general collins carolyn corwin barry grossman nancy garrison victor grimm argued cause respondent brief john myers scott mendel randolf wilson russel carpenter stephen bokat cynthia wicker william blasier quentin riegel filed brief chamber commerce et al amici curiae urging reversal brief amici curiae urging affirmance filed state alabama et al robert corbin attorney general arizona richard alcorn charles eger assistant attorneys general charles graddick attorney general alabama richard owen assistant attorney general john steven clark attorney general arkansas jeffrey bell assistant attorney general duane woodard attorney general colorado thomas mcmahon assistant attorney general neil hartigan attorney general illinois robert davy assistant attorney general thomas miller attorney general iowa john perkins assistant attorney general robert stephan attorney general kansas wayne hundley deputy attorney general steven beshear attorney general kentucky james ringo assistant attorney general hubert humphrey iii attorney general minnesota stephen kilgriff assistant attorney general bill allain attorney general mississippi robert sanders special assistant attorney general mike greely attorney general montana joe roberts assistant attorney general paul douglas attorney general nebraska dale comer assistant attorney general robert wefald attorney general north dakota alan hoberg assistant attorney general michael turpen attorney general oklahoma james franks assistant attorney general dave frohnmayer attorney general oregon john easton attorney general vermont glenn jarrett assistant attorney general ken eikenberry attorney general washington john ellis deputy attorney general jon ferguson assistant attorney general bronson la follette attorney general wisconsin michael zaleski assistant attorney general joseph lieberman attorney general connecticut robert langer assistant attorney general charles oberly attorney general delaware vincent amberly deputy attorney general james tierney attorney general maine stephen wessler senior assistant attorney general stephen sachs attorney general maryland charles monk ii assistant attorney general frank kelley attorney general michigan edwin bladen assistant attorney general paul bardacke attorney general new mexico rufus edmisten attorney general north carolina cole special deputy attorney general dennis roberts ii attorney general rhode island faith lasalle special assistant attorney general mark meierhenry attorney general south dakota dennis holmes deputy attorney general william leech attorney general tennessee william haynes deputy attorney general david wilkinson attorney general utah stephen schwendiman chief assistant attorney general suzanne dallimore assistant attorney general mcclintock attorney general wyoming gay vanderpoel senior assistant attorney general inez smith reid acting corporation council district columbia francis smith assistant corporation council briefs amici curiae filed canadian manufacturers association et al john deq briggs iii scott flick jan schneider kaiser aluminum chemical corporation milton handler john moore chief justice burger delivered opinion granted certiorari determine whether parent corporation wholly owned subsidiary legally capable conspiring sherman act predecessor petitioner regal tube established chicago manufacture structural steel tubing used heavy equipment cargo vehicles construction remained wholly owned subsidiary robinson co lear siegler purchased regal tube operated unincorporated division david grohne previously served vice president general manager regal became president division acquisition petitioner copperweld purchased regal division lear siegler sale agreement bound lear siegler subsidiaries compete regal five years copperweld transferred regal assets newly formed wholly owned pennsylvania corporation petitioner regal tube co new subsidiary continued conduct manufacturing operations chicago shared copperweld corporate headquarters pittsburgh shortly copperweld acquired regal david grohne accepted job corporate officer lear siegler acquisition continuing work lear siegler grohne set establish steel tubing business compete market regal may formed respondent independence tube soon secured offer yoder supply tubing mill december respondent gave yoder purchase order mill ready end december executives regal copperweld learned grohne plans initially hoped lear siegler noncompetition agreement thwart new competitor although lawyer advised grohne bound agreement suggest petitioners might obtain injunction grohne activities made use technical information trade secrets belonging regal legal opinion given regal copperweld along letter sent anyone grohne attempted deal letter warned copperweld greatly concerned grohne contemplates entering structural tube market competition regal tube promised take steps necessary protect rights terms purchase agreement protect trade secrets purchased lear siegler petitioners later asserted letter intended prevent third parties developing reliance interests might later make reluctant enjoin grohne operations yoder accepted respondent order tubing mill february copperweld sent yoder one letters two days later yoder voided acceptance respondent efforts resurrect deal failed respondent arranged mill supplied another company performed agreement even though received warning letter copperweld respondent began operations september nine months later yoder supplied mill originally agreed although letter yoder petitioners successful effort discourage contemplating business respondent one copperweld repeatedly contacted banks considering financing respondent operations one petitioners also approached real estate firms considering providing plant space respondent contacted prospective suppliers customers new company respondent filed action district petitioners yoder jury found copperweld regal conspired violate sherman act stat amended yoder part conspiracy also found copperweld regal interfered respondent contractual relationship yoder regal copperweld interfered respondent contractual relationship potential customer respondent deere plow planter works slandered respondent deere yoder breached contract supply tubing mill separate damages phase judge instructed jury damages antitrust violation inducement yoder contract breach identical double counted jury awarded petitioners antitrust claim trebled awarded regal alone contractual interference slander counts pertaining deere also awarded attorney fees costs denying petitioners motions judgment new trial appeals seventh circuit affirmed noted exoneration yoder antitrust liability left parent corporation wholly owned subsidiary parties conspiracy questioned wisdom subjecting conspiracy antitrust liability conduct corporation unincorporated division escape liability lack requisite two legal persons however relying decision photovest fotomat cert denied appeals held liability appropriate enough separation two entities make treating two independent actors sensible held jury instructions took account proper factors determining much separation copperweld regal fact maintained conduct businesses also held sufficient evidence jury conclude regal like separate corporate entity mere service arm parent granted certiorari reexamine conspiracy doctrine reverse ii review case calls directly question whether coordinated acts parent wholly owned subsidiary legal sense contemplated sherman act constitute combination conspiracy conspiracy doctrine provides liability foreclosed merely parent subsidiary subject common ownership doctrine derives declarations several opinions case considered merits conspiracy doctrine depth indeed concept arose far narrower rule although expressed approval doctrine number occasions finding conspiracy perhaps one instance unnecessary result problem began yellow cab controlling shareholder checker cab manufacturing morris markin also controlled numerous companies operating taxicabs four cities exceptions operating companies independent come markin control acquisition merger complaint alleged conspiracies sherman act among markin checker five corporations operating system stated even restraints vertically integrated enterprise necessarily outside sherman act observing unreasonable restraint may result readily conspiracy among affiliated integrated common ownership conspiracy among otherwise independent similarly affiliation integration flowing illegal conspiracy insulate conspirators sanctions congress imposed corporate interrelationships conspirators words determinative applicability sherman act statute aimed substance rather form see appalachian coals case common ownership control various corporate appellees impotent liberate alleged combination conspiracy impact act complaint charges restraint interstate trade effected combination appellees primary object combination theory complaint dominating power cab operating companies obtained normal expansion deliberate calculated purchase control emphasis added quoting reading opinion relies appalachian coals however examination case reveals gives little support broad doctrine yellow cab thought announce contrary language chief justice hughes speaking appalachian coals supports contrary conclusion observing restrictions act imposes mechanical artificial went state argument integration may considered normal expansion business combination independent producers common selling agency treated abnormal one legitimate enterprise makes artificial distinction act aims substance ambiguity yellow cab holding yielded one case giving support conspiracy doctrine joseph seagram sons held two wholly owned subsidiaries liquor distiller guilty sherman act jointly refusing supply wholesaler declined abide maximum resale pricing scheme offhandedly dismissed defendant argument status mere instrumentalities single unit makes impossible conspired manner forbidden sherman act citation yellow cab analysis stated suggestion runs counter past decisions common ownership control liberate corporations impact antitrust laws unlike yellow cab passage language pertain corporations whose initial affiliation unlawful straying beyond yellow cab failed confront anomalies doctrine entails relevant nonetheless case decided today result probably justified ground subsidiaries conspired wholesalers plaintiff conspiracy doctrine thus longer necessary finding liability facts later cases invoking conspiracy doctrine little cite yellow cab none cases doctrine necessary result reached timken roller bearing involved restrictive horizontal agreements american corporation two foreign corporations owned percent interests respectively timken cited show fact common ownership control contracting corporations liberate impact antitrust laws relevance statement unclear american defendant timken majority interest either foreign corporate conspirators district found control moreover yellow cab evidence stock acquisitions designed effectuate restrictive practices reliance conspiracy doctrine way necessary result true perma life mufflers international parts involved conspiracy among parent corporation three subsidiaries impose various illegal restrictions plaintiff franchisees suggest defendants availed privilege business separate corporations fact common ownership save obligations law imposes separate entities citing yellow cab timken short previously seemed acquiesce conspiracy doctrine never explored analyzed detail justifications rule doctrine played relatively minor role sherman act holdings iii petitioners joined amicus curiae urge us repudiate conspiracy doctrine central criticism doctrine gives undue significance fact subsidiary separately incorporated thereby treats concerted activity two entities really unilateral behavior flowing decisions single enterprise limit inquiry narrow issue squarely presented whether parent wholly owned subsidiary capable conspiring violation sherman act consider circumstances parent may liable conspiring affiliated corporation completely sherman act contains basic distinction concerted independent action monsanto service conduct single firm governed alone unlawful threatens actual monopolization enough single firm appears restrain trade unreasonably even vigorous competitor may leave impression instance efficient firm may capture unsatisfied customers inefficient rival whose ability compete may suffer result rule marketplace precisely sort competition promotes consumer interests sherman act aims foster part sometimes difficult distinguish robust competition conduct anticompetitive effects congress authorized sherman act scrutiny single firms pose danger monopolization judging unilateral conduct manner reduces risk antitrust laws dampen competitive zeal single aggressive entrepreneur section sherman act contrast reaches unreasonable restraints trade effected contract combination conspiracy separate entities reach conduct wholly unilateral albrecht herald accord monsanto supra concerted activity subject judged sternly unilateral activity certain agreements horizontal price fixing market allocation thought inherently anticompetitive illegal per se without inquiry harm actually caused see generally northern pacific combinations mergers joint ventures various vertical agreements hold promise increasing firm efficiency enabling compete effectively accordingly combinations judged rule reason inquiry market power market structure designed assess combination actual effect see continental gte sylvania chicago board trade whatever form inquiry takes however necessary prove concerted activity threatens monopolization reason congress treated concerted behavior strictly unilateral behavior readily appreciated concerted activity inherently fraught anticompetitive risk deprives marketplace independent centers decisionmaking competition assumes demands conspiracy two entities previously pursued interests separately combining act one common benefit reduces diverse directions economic power aimed suddenly increases economic power moving one particular direction course mergings resources may well lead efficiencies benefit consumers anticompetitive potential sufficient warrant scrutiny even absence incipient monopoly distinction unilateral concerted conduct necessary proper understanding terms contract combination conspiracy nothing literal meaning terms excludes coordinated conduct among officers employees company perfectly plain internal agreement implement single unitary firm policies raise antitrust dangers designed police officers single firm separate economic actors pursuing separate economic interests agreements among suddenly bring together economic power previously pursuing divergent goals coordination within firm likely result effort compete effort stifle competition marketplace coordination may necessary business enterprise compete effectively reasons officers employees firm provide plurality actors imperative conspiracy also general agreement violated internally coordinated conduct corporation one unincorporated divisions although previously addressed question little doubt operations corporate enterprise organized divisions must judged conduct single actor existence unincorporated division reflects firm decision adopt organizational division labor division within corporate structure pursues common interests whole rather interests separate corporation business enterprise establishes divisions interests efficient manner coordination corporation division represent sudden joining two independent sources economic power previously pursuing separate interests activity warrants scrutiny indeed rule punished coordinated conduct simply corporation delegated certain responsibilities autonomous units might well discourage corporations creating divisions presumed benefits serve useful antitrust purpose well deprive consumers efficiencies decentralized management may bring similar reasons coordinated activity parent wholly owned subsidiary must viewed single enterprise purposes sherman act parent wholly owned subsidiary complete unity interest objectives common disparate general corporate actions guided determined two separate corporate consciousnesses one unlike multiple team horses drawing vehicle control single driver without formal agreement subsidiary acts benefit parent sole shareholder parent wholly owned subsidiary agree course action sudden joining economic resources previously served different interests justification scrutiny indeed notion agreement sherman act terms parent wholly owned subsidiary lacks meaning agreement may found conspirators unity purpose common design understanding meeting minds unlawful arrangement american tobacco reality parent wholly owned subsidiary always unity purpose common design share common purpose whether parent keeps tight rein subsidiary parent may assert full control moment subsidiary fails act parent best interests conspiracy doctrine looks form enterprise structure ignores reality antitrust liability depend whether corporate subunit organized unincorporated division wholly owned subsidiary corporation complete power maintain wholly owned subsidiary either form economic legal considerations lead corporate management choose one structure relevant whether enterprise conduct seriously threatens competition rather corporation may adopt subsidiary form organization valid management related purposes separate incorporation may improve management avoid special tax problems arising multistate operations serve legitimate interests especially view increasing complexity corporate operations business enterprise free structure ways serve efficiency control economy operations factors dictated business judgment without increasing exposure antitrust liability nothing inherently anticompetitive corporation decision create subsidiary conspiracy doctrine impose grave legal consequences upon organizational distinctions de minimis meaning effect sunkist growers winckler smith citrus products antitrust liability turned garb corporate subunit clothed parent corporations encouraged convert subsidiaries unincorporated divisions indeed precisely seagram company decision joseph seagram sons incentive serves valid antitrust goals merely deprives consumers producers benefits subsidiary form may yield error treating corporate division differently wholly owned subsidiary readily seen facts case regal operated unincorporated division lear siegler four years became wholly owned subsidiary copperweld nothing record indicates meaningful difference regal operations division later operations separate corporation certainly nothing suggests regal greater threat competition subsidiary copperweld division lear siegler either arrangement regal might acted bar new competitor entering market one case relied economic power quarters lear siegler corporation instead drew strength separately incorporated parent copperweld standpoint antitrust laws reason treat one harshly chief justice hughes cautioned ealities must dominate judgment appalachian coals reading sherman act remains true act distinction unilateral concerted conduct necessarily disappoint find distinction arbitrary denied focus concerted behavior leaves gap act proscription unreasonable restraints trade see post unreasonable restraint trade may effected two independent firms acting concert single firm may restrain trade precisely extent alone possesses combined market power two firms sherman act prohibit unreasonable restraints trade restraints effected contract combination conspiracy leaves untouched single firm anticompetitive conduct short threatened monopolization may indistinguishable economic effect conduct two firms subject liability already noted congress left gap eminently sound reasons subjecting single firm every action judicial scrutiny reasonableness threaten discourage competitive enthusiasm antitrust laws seek promote see supra moreover whatever wisdom distinction act plain language leaves doubt congress made purposeful choice accord different treatment unilateral concerted conduct congress intended outlaw unreasonable restraints trade requirement contract combination conspiracy superfluous entirety indeed recognized limited concerted conduct least since days colgate accord post appropriate inquiry case therefore whether coordinated conduct parent wholly owned subsidiary may ever anticompetitive effects dissent suggests whether term conspiracy bear literal construction includes parent corporations wholly owned subsidiaries proper inquiries single firm conduct subject scrutiny whenever coordination two employees involved rule obliterate act distinction unilateral concerted conduct contrary clear intent congress interpreted weight judicial authority see supra rather appropriate inquiry requires us explain logic underlying congress decision exempt unilateral conduct scrutiny assess whether logic similarly excludes conduct parent wholly owned subsidiary unless judgment congress limit concerted conduct conclude coordinated behavior parent wholly owned subsidiary falls outside reach provision although recognize gap sherman act leaves sensible result purposeful policy decision congress also note size gap open serious question anticompetitive activities corporations wholly owned subsidiaries meriting antitrust remedies may policed adequately without resort conspiracy doctrine corporation initial acquisition control always subject scrutiny sherman act clayton act stat thereafter enterprise fully subject sherman act federal trade commission act stat statutes adequate control dangerous anticompetitive conduct suggested fact single holding antitrust liability today different absence conspiracy doctrine suggested fact federal government administration antitrust laws longer accepts concept corporation wholly owned subsidiaries combine conspire elimination conspiracy doctrine respect corporations wholly owned subsidiaries therefore cripple antitrust enforcement simply eliminate treble damages private state tort suits masquerading antitrust actions iv hold copperweld wholly owned subsidiary regal incapable conspiring purposes sherman act extent prior decisions contrary disapproved overruled accordingly judgment appeals reversed ordered footnotes petitioners counterclaimed ground respondent grohne used proprietary information belonging regal competed unfairly hiring away key regal personnel interfered prospective business relationships filing lawsuit eve large copperweld debenture offering close evidence directed verdict petitioners counterclaims disposition claims issue jury instructed consider many different factors instance whether copperweld regal separate management staffs separate corporate officers separate clients separate records bank accounts separate corporate offices autonomy setting policy jury also instructed consider facts find relevant determination whether copperweld regal separate distinct companies app pet cert section sherman act provides pertinent part every contract combination form trust otherwise conspiracy restraint trade commerce among several foreign nations declared illegal every person shall make contract engage combination conspiracy hereby declared illegal shall deemed guilty felony stat amended arrangements condemned northern securities plurality opinion stock railroad holding company held acquired constituent companies acquired held used suppressing competition companies came existence purpose standard oil american tobacco trust holding company device brought together previously independent firms lessen competition achieve monopoly power although latter case suggested contracts affiliated companies merely original combination viewed conspiracy left doubt combination restraint trade monopolization contrary dissent suggestion post point yellow cab found initial acquisition illegal point illegality initial acquisition predicate holding postacquisition conduct violated act discussing fact affiliated chicago operating companies compete obtain exclusive transportation contracts held another affiliated companies stated fact competition restrained affiliated corporations serve negative statutory violation affiliation assertedly one means effectuating illegal conspiracy compete emphasis added dissent misconstrues later passage crescent amusement stating divestiture need limited affiliates whose acquisition part fruits conspiracy see post meant divestiture apply affiliates driven business practices original conspirators acquired illegally increase combination monopoly power see mean affiliates acquired lawful purposes subject divestiture appalachian coals state key question whether unreasonable restraint trade attempt monopolize combination escape chosen corporate form condemned absence corporate integration appalachian coals however validated cooperative selling arrangement among independent entities statement intracorporate relationships subject liability thus dictum statement may also envision merely limited rule yellow cab pertaining acquisitions anticompetitive two cases decided soon yellow cab facts similar crescent amusement see supra affiliated film exhibitors found conspired violation schine chain theatres griffith griffith simply assumed companies capable conspiring schine cited yellow cab crescent amusement proposition cases however conspiracy holding unnecessary found violation also affiliated exhibitors conspired independent film distributors see ibid griffith supra although plaintiff apparently never acquiesced resale price maintenance scheme joseph seagram sons rev one subsidiaries gain compliance wholesalers terminating refusing abide pricing scheme see theory combination subsidiaries wholesalers support relief whether decided see albrecht herald parke davis see timken roller bearing supp nd ohio aff modified agreement individual named dewar owned percent foreign corporations respectively apparently required american defendant way almost years became affiliated stock ownership two corporations party sort restrictive agreements timken condemned three justices upholding antitrust liability view timken interests foreign companies obtained part plan promote illegal trade restraints intercorporate relationship core conspiracy two justices found antitrust violation see frankfurter dissenting jackson dissenting two justices take part apparently chief justice vinson justice reed prepared hold violation even initial acquisition illegal see reed joined vinson concurring doctrine long criticized see areeda conspiracy decline harv rev handler smart present status intracorporate conspiracy doctrine cardozo rev kempf bathtub conspiracies seagram distilled potent brew bus law mcquade conspiracy multicorporate enterprises section sherman act rev rahl conspiracy laws rev sprunk conspiracy aba antitrust section stengel conspiracy section sherman act miss willis pitofsky antitrust consequences using corporate subsidiaries rev note conspiring entities section sherman act harv rev note conspiracy section sherman act suggested standard rev section sherman act provides pertinent part every person shall monopolize attempt monopolize combine conspire person persons monopolize part trade commerce among several foreign nations shall deemed guilty felony stat amended making conspiracy monopolize unlawful reach concerted unilateral behavior point remains however purely unilateral conduct illegal monopolization without conspiracy unlawful restraint trade without conspiracy combination unlawful example declared forbid market power acquired consequence superior product business acumen grinnell also made clear antitrust laws enacted protection competition competitors brunswick pueblo damages violation clayton act quoting brown shoe see schwimmer sony america cert denied tose first pennsylvania bank cert denied morton buildings nebraska morton buildings greenville publishing daily reflector dictum chapman rudd paint varnish poller columbia broadcasting system app rev grounds nelson radio supply motorola cert denied accord report attorney general national committee study antitrust laws time many courts created exception corporate officers acting behalf see equipment international harvester dictum greenville publishing supra johnston baker nothing language sherman act inconsistent view corporations conspire officers true person act includes individual corporation declare every combination two persons illegal instead makes liable every person engaging combination conspiracy hereby declared illegal note principles governing liability plainly exclude unlawful combinations conspiracies activities single firm see decision cliff food stores kroger joseph seagram sons hawaiian oke liquors cert denied poller columbia broadcasting system app left issue unresolved poller columbia broadcasting system applied wholly owned subsidiary single entity test thus inadequate preserve sherman act distinction unilateral concerted conduct followed seventh circuit well courts appeals test sets forth various criteria evaluating whether given parent subsidiary capable conspiring see supra see generally ogilvie fotomat las vegas sun summa cert denied photovest fotomat cert denied criteria measure separateness subsidiary whether separate control operations separate officers separate corporate headquarters forth least subsidiary wholly owned however factors sufficient describe separate economic entity purposes sherman act factors simply describe manner parent chooses structure subunit overcome basic fact ultimate interests subsidiary parent identical parent subsidiary must viewed single economic unit agreement parent wholly owned subsidiary likely anticompetitive agreement two divisions single corporation matter parent availed privilege business separate corporations perma life mufflers international parts purposeful choice parent corporation organize subunit subsidiary reason heighten antitrust scrutiny laden anticompetitive risk example eparate incorporation may reduce federal state taxes facilitate compliance regulatory reporting laws local incorporation may also improve local identification investors lenders may prefer specialize particular aspect conglomerate business different parts business may require different pension plans different accounting practices areeda harv sunkist growers provides strong support notion separate incorporation necessarily imply capacity conspire defendants case agricultural cooperative wholly owned subsidiary second cooperative comprising members first refused find conspiracy among one organization association even though formally organized three separate legal entities although holding derived statutory immunities granted agricultural organizations reasoning sunkist growers supports broader principle substance form determine whether separately incorporated entity capable conspiring see joseph seagram sons hawaiian oke liquors cert denied dissent argues references legislative history trusts suggest congress intended govern conduct affiliated corporations see post passages explicitly refer combinations created purpose restraining trade none cited debates refers postacquisition conduct corporations whose initial affiliation lawful indeed senator sherman stated unlawful combination tested rules common law human experience aimed bill lawful useful combination cong rec even intracorporate conspiracies firmly established congress passed sherman act obvious incompatibility intracorporate conspiracy sufficient refute dissent suggestion congress intended incorporate definition see post moreover far clear intracorporate conspiracies recognized common law even today courts disagree whether corporate employees conspire corporation purposes certain statutes compare novotny great fed sav loan en banc vacated remanded grounds dombrowski dowling disputed whether corporation guilty crime required criminal intent conspiracy commentators appear agree courts began finding corporate liability crimes around turn century see generally edgerton corporate criminal responsibility yale miller corporate criminal liability principle extended limits fed bar note harv rev course congress changed rule explicitly provided corporation guilty conspiracy point remains sherman act import tradition recognizing conspiracies corporations employees conspiracy doctrine played relatively minor role government enforcement actions government relied doctrine recent years brief amicus curiae justice stevens justice brennan justice marshall join dissenting safe assume corporate affiliates vigorously compete one another agreement two corporate entities therefore eliminate competition otherwise exist makes difference whether agreement labeled contract conspiracy merely policy decision surely unreasonably restrain competition within meaning sherman act rule reason always given courts adequate latitude examine substance rather form arrangement answering question whether collective action restrained competition within meaning today announces new per se rule wholly owned subsidiary incapable conspiring parent sherman act instead redefining word conspiracy better advised continue rely rule reason precisely eliminate competition otherwise exist rather enhance ability compete restraints enable effective integration corporate parent subsidiary type arrangement properly concerned protecting prohibited thus desire shield arrangements antitrust liability provides justification new rule contrast case us today presents type restraint precious little effective integration parent subsidiary corporations rather purpose challenged conduct exclude potential competitor subsidiary market jury apparently concluded two defendant corporations copperweld subsidiary regal successfully delayed independence entry steel tubing business applying form economic coercion potential suppliers financing capital equipment well potential customers everyone seems agree conduct tortious matter state law type exclusionary conduct plainly distinguishable vertical integration designed achieve competitive efficiencies seems case challenged conduct manifestly anticompetitive immunized scrutiny sherman act repudiation prior cases step taken lightly wrote days ago ny departure doctrine stare decisis demands special justification arizona rumsey ante therefore appropriate begin examination precedents yellow cab explicitly stated corporate subsidiary conspire parent fact restraints occur setting described appellees vertically integrated enterprise necessarily remove ban sherman act test illegality act presence absence unreasonable restraint interstate commerce restraint may result readily conspiracy among affiliated integrated common ownership conspiracy among otherwise independent least three cases involving motion picture industry also recognize affiliated corporations may combine conspire within meaning crescent amusement recognizes ante conspirators affiliated corporations majority claim case involved unlawful acquisitions comments concerning divestiture affiliates squared passage immediately following cited majority unlawful conduct going beyond acquisition subsidiaries principle adequate justify divestiture interest affiliates since acquisition part fruits conspiracy relief need facts restricted divestiture fact companies affiliated induced joint action agreement common control one instruments bringing unity purpose unity action making conspiracy effective affiliation continues tempting opportunity exhibitors continue act combination independents emphasis supplied joseph seagram sons holding plain unequivocal respondents next suggest status mere instrumentalities single unit makes impossible conspired manner forbidden sherman act suggestion runs counter past decisions common ownership control liberate corporations impact antitrust laws yellow cab rule especially applicable respondents hold competitors construction statute reaches agreements corporate parents subsidiaries embraced timken roller bearing perma life mufflers international parts majority notes might grounds decision available cases ante deny new rule inconsistent actually write cases thus rule announced today inconsistent held least seven previous occasions perhaps illuminating fact today whether favored doctrine universal conclusion lower courts commentators cases establish parent wholly owned subsidiary corporation capable conspiring violation case appeals observed salient factor decisions need read complete literalism course ignored accident every appeals consider question concluded parent subsidiary capacity conspire whether found done particular case footnotes omitted ii language sherman act sweeping breadth every contract combination form trust otherwise conspiracy restraint trade commerce among several declared illegal long recognized congress intended language broad sweep reaching form combination view many new forms contracts combinations evolved existing economic conditions deemed essential enumeration make sure form contract combination undue restraint interstate foreign commerce brought save restraint condemnation statute view evidenced intent restrain right make enforce contracts whether resulting combination otherwise unduly restrain interstate foreign commerce protect commerce restrained methods whether old new constitute interference undue restraint standard oil since statute written background common law reference common law particularly enlightening construing statutory requirement contract combination form trust otherwise conspiracy common law question whether affiliated corporations constitute plurality actors within meaning statute easily answered rule corporation separate legal entity separate corporate form disregarded congress passed sherman act well acquainted rule see cong rec remarks teller corporation creature thus long law criminal conspiracy officers even single corporation capable conspiring corporation held corporation conspire employee labor union combine business agent within meaning concept explains timken statement affiliated corporations case made agreements legally separate persons thus today holding agreements parent subsidiary corporations involve merely unilateral conduct odds way traditionally understood concept combination conspiracy also odds way congress enacted sherman act surely understood holding affiliated corporations constitute plurality actors also inconsistent objectives sherman act congress particularly concerned trusts hence named specific form combination statute directed yet trusts consisted affiliated corporations senator sherman explained combinations always many senator missouri says easy make corporation within state one corporation combination combination always two one case corporations bound together link holds name trustees incorporated laws one cong rec ssociated enterprise capital satisfied partnerships corporations competing invented new form combination commonly called trusts seeks avoid competition combining controlling corporations partnerships individuals engaged business placing power property combination government individuals often control single man called trustee chairman president sole object combination make competition impossible control market raise lower prices best promote selfish interests reduce prices particular locality break competition advance prices competition exist governing motive increase profits parties composing law selfishness uncontrolled competition compels disregard interest consumer dictates terms transportation companies commands price labor without fear strikes field allows competitors kind combination deal iii reason rejecting concept combination conspiracy among parent corporation wholly owned subsidiary elevates form substance form two corporations separate legal entities substance single integrated enterprise hence comprise plurality actors necessary satisfy ante many situations reasoning perfectly sensible affiliation corporate entities often procompetitive precisely explains enhances efficiency challenge conduct merely incident desirable integration accompanies affiliation fail however protection conduct provides justification new rule precisely conduct characterized unreasonable restraint trade violative conversely problem new rule leaves significant gap enforcement respect anticompetitive conduct entirely unrelated efficiencies associated integration since least colgate construed require plurality actors requirement however consequence plain statutory language economic principle economic matter critical presence market power rather plurality actors competitive standpoint decision single firm possessing power reduce output raise prices competitive levels consequence decision two firms acting together acquired equivalent amount market power agreement compete unilateral conduct firm market power less anticompetitive potential conduct plurality actors generates exploits power probably since unilateral actor avoids policing problems faced cartels rule yellow cab thus economic justification addresses gap antitrust enforcement reaching anticompetitive agreements affiliated corporations sufficient market power restrain marketwide competition sufficient power considered monopolists within ambit act doctrine also useful third party declines join conspiracy restrain trade among affiliated corporations harmed result boycott similar tactics designed penalize refusal cases since agreement third party agreement affiliated corporations basis inquiry finally must remembered persons restrain trade wear grey flannel suits businesses controlled organized crime often attempt gain control industry violence intimidation competitors cases applied separately incorporated businesses benefit tactics may ultimately controlled single criminal enterprise rule yellow cab progeny one condemns every relationship single firm matter corporate structure may expected compete functional integration nature requires unified action hence never sufficient establish existence unreasonable restraint trade discussing charge yellow cab case said fact conspirators integrated insulate act corporate integration violated act columbia steel restraints act parent subsidiary consequence otherwise lawful integration violate sherman act behavior issue unrelated functional integration affiliated corporations imposes restraint third parties sufficient magnitude restrain marketwide competition matter economic substance well form appropriate characterize conduct combination conspiracy restraint trade example yellow cab read complaint alleging integration assisted parent excluding competing manufacturers marketplace leading conclude restraint interstate trade effected combination appellees primary object combination similarly crescent amusement noted corporate affiliation exhibitors enhanced buying power one instruments making conspiracy effective excluding independents market thus cases found affiliation enhanced ability parent corporation exclude competition third parties hence raised entry barriers faced actual potential competitors conduct restrains trade merely integrating affiliated corporations rather restraining ability others compete conduct competitive significance drastically different procompetitive integration cases affiliation assisted exclusionary conduct competitive equivalent unilateral integration instead generated power restrain marketwide competition ways corporate affiliation operate restrain competition wholly owned subsidiary might market fighting brand engage predatory behavior effective ownership concealed known one firm involved predator might willing accept risk bankrupting subsidiary afford let division incur similar risks affiliated corporations might enhance power suppliers agreeing refuse deal deal actual potential competitor one threat might potent coming corporations one case may notices potential suppliers respondent emanating copperweld carried weight notices coming regal evidence suggesting regal copperweld integrated challenged agreement little achieving procompetitive efficiencies much protecting regal market position even try explain common ownership meant copperweld regal merely obtaining benefits associated efficiencies integration district appeals thought agreement different result raised barriers entry imposed appreciable marketwide restraint discussion justifications corporate affiliation therefore entirely abstract dutifully lists procompetitive justifications corporate affiliation ante fails explain relate conduct issue case challenged fact integration regal copperweld specific agreement respect independence agreement concerned exclusion independence market efficiency resulting integration facts case belie conclusion affiliated corporations incapable engaging kind conduct threatens marketwide competition even attempt assess competitive significance conduct challenge never tests economic assumptions concrete facts use economic theory without reference competitive impact particular economic arrangement issue properly criticized produces overly broad per se rules antitrust liability criticism less warranted per se rule antitrust immunity adopted way sum question ask wholly owned subsidiary treated differently corporate division since immunity accorded type arrangement necessary consequence colgate rather question two corporations engage predatory course conduct produces marketwide restraint competition separate legal entities easily fit within language immunized liability controlled godfather question simply fails confront respectfully dissent language quoted overlooked majority makes clear adoption concept conspiracy affiliated corporations unqualified first word sentence indicates following statement similarly affiliation integration flowing illegal conspiracy insulate conspirators sanctions congress imposed expresses separate related point preventing cab operating companies control purchasing cabs manufacturers ccm appellees deny companies opportunity purchase cabs free competitive market sherman act never thought sanction conspiracy restrain free purchase goods interstate commerce omitted combining open closed towns negotiation films circuit restraint trade use monopoly power violation act concerted action parent company subsidiaries named officers directors endeavor conspiracy immunized reason fact members closely affiliated rather independent see yellow cab crescent amusement seagram unsuccessfully argued yellow cab confined cases concerning unlawful acquisitions see brief respondents thus considered rejected exactly argument embraced today majority fact common ownership control contracting corporations liberate impact antitrust laws seagram sons find support reason authority proposition agreements legally separate persons companies suppress competition among others justified labeling project joint venture perhaps every agreement combination restrain trade labeled remains consideration appeals alternative holding sherman act claim dismissed respondents part single business entity therefore entitled cooperate without creating illegal conspiracy since respondents midas international availed privilege business separate corporations fact common ownership save obligations law imposes separate entities see timken yellow cab also pertinent citizens southern national bank wrote central message sherman act business entity must find new customers higher profits internal expansion competing successfully rather arranging treaties competitors held even commonly owned firms must compete hold distinct entities corporate interrelationships conspirators determinative applicability sherman act yellow cab see also joseph seagram sons timken roller bearing perma life mufflers international parts see william inglis sons baking itt continental baking cert denied ogilvie fotomat las vegas sun summa cert denied photovest fotomat cert denied columbia metal culvert kaiser aluminum chemical cert denied equipment international harvester george whitten paddock pool builders cert denied see report attorney general national committee study antitrust laws hereinafter cited attorney general committee report sullivan law antitrust areeda intraenterprise conspiracy decline harv rev handler antitrust looking glass annual antitrust review rev handler smart present status intracorporate conspiracy doctrine cardozo rev mcquade conspiracy multicorporate enterprises section sherman act rev willis pitofsky antitrust consequences using corporate subsidiaries rev comment intraenterprise antitrust conspiracy decisionmaking approach rev hereinafter cited comment decisionmaking comment family internal discussions labeled conspiracy duquesne rev note conspiring entities section sherman act harv rev note conspiracy section sherman act suggested standard rev hereinafter cited note suggested standard see also monsanto service brennan concurring see albrecht herald parke davis see also monsanto service associated general contractors california carpenters national society professional engineers standard oil see schenley per curiam new colonial ice helvering burnet clark louisville letson bank deveaux cranch attorney general committee report supra citing barron mininsohn egan cert denied see also hartley cert denied alamo fence houston patterson cert denied union pacific coal consolidated coal supp sd ohio griffin supp sd ind aff mem sub nom metro management bridell supp nd kemmel supp md welling intracorporate plurality criminal conspiracy law hastings see hyde see also sampson fong foo per curiam lott nye nissen see duplex printing press deering see also cong rec remarks teller remarks sherman remarks morgan legislative history thus demonstrates error majority conclusion acquisitions corporate affiliates fall within see ante conduct trusts senator sherman others objected went much mere acquisitions indeed irony approach adopted meant application trust combinations already formed trusts senator sherman referring believe really intends express doubt whether congress passed sherman act thought conspiracy doctrine apply corporations ante case sherman act application corporations since clear concedes sherman act apply corporations doubt congress intended apply law conspiracy agreements corporations market power ability raise prices charged competitive market see jefferson parish hosp dist hyde steel fortner enterprises du pont de nemours significantly never suggests requirement intrinsic economic significance rather suggests requirement evidentiary significance combinations likely signal anticompetitive conduct unilateral activity conspiracy two entities previously pursued interests separately combining act one common benefit reduces diverse directions economic power aimed suddenly increases economic power moving one particular direction ante true also true ordinary commercial contract separate entities seen one substitutes word contract conspiracy passage quoted language sherman act indicates treats contracts conspiracies equivalent concepts satisfy requirement yet one fundamental points antitrust jurisprudence dating least standard oil nothing inherently anticompetitive contract similarly agreement act common benefit unremarkable agreements sense restraint trade contracts conspiracies trade unreasonably restrained implicated evidentiary concern lacks merit made point context resale price maintenance parke davis sherman act forbids combinations traders suppress competition true results economic effect accomplished prohibited combination suppress price competition customer although induced solely manufacturer announced policy independently decides observe specified resale prices long colgate overruled result tolerated consequence mere refusal sell exercise manufacturer right freely exercise independent discretion parties deal quoting colgate potential conspiracy concept holds development rational enforcement policy anything ultimately attract courts conduct single corporation restrains trade violate section forceful weapon available government challenge conduct oligopolistic industries creates reinforces entry barriers excessive advertising cereal drug detergent industries annual style changes auto industry practices reached soon threatened inhibit competition need wait dangerous probability monopoly reached requirement section attempt doctrine single firm restraint trade rule overbroad way threaten single firm activity setting price deciding market deal like threaten competitive conditions sullivan supra footnotes omitted case example seagram refused sell liquor unless agreed illegal resale price maintenance scheme refused agree result injured losing access seagram products see see turkette discussing congressional findings underlying organized crime control act section sherman act occasion used various types racketeering activity see hartwell criminal rico antitrust antitrust mclaren antitrust competition review past year suggestions future new york state bar antitrust law symposium see comment decisionmaking supra note suggested standard supra professor sullivan elaborates picture one end spectrum family business operates one retail store three four adjacent communities stores managed unit one individual founder business sets policy buying decides advertising sets prices hires fires employees family members fact store operated separate corporation convert family business cartel practical matter integrated ownership management small business single firm single firm compete hence restrain price competition divide markets act common purchasing agent otherwise restrain competition regardless many separate corporations single firm may reasons unrelated act divided sullivan supra thus wrong suggest ante yellow cab reach truly unilateral conduct involving employees single firm rule yellow cab progeny easily circumvented example use unincorporated divisions instead subsidiaries reason question efficacy tool rational antitrust enforcement however incorrect asserts ante economic substance distinction unincorporated divisions provide plurality actors wholly owned subsidiaries yellow cab case incorporated subsidiaries never used achieve integration ready availability unincorporated alternative always employed order avoid antitrust liability answer provided use subsidiaries often makes possible operating efficiencies unavailable use unincorporated divisions ante may confidently assume corporate parent whose contingent antitrust liability exceeds savings realizes use subsidiaries already utilizes unincorporated divisions instead corporate subsidiaries thus merely question form decision made use corporate subsidiaries instead unincorporated divisions rule easily circumvented see sullivan supra two competitors acting concertedly two separate firms persons needed thus concerted action two legal persons limited solely internal management single firm restrain competition concerted action two legal persons erects barriers entry another separate firm competitor potential competitor restraint trade see also willis pitofsky supra attorney general national committee study antitrust laws made point substance decisions concerted action parent subsidiary subsidiaries purpose effect coercion unreasonable restraint trade strangers acting concert prohibited section nothing opinions interpreted justifying conclusion concerted action solely parent subsidiary subsidiaries purpose effect coercive restraint trade strangers corporate family violates section concerted action restrains trade designed restrain trade parent subsidiaries section violated attorney general committee report supra professor sullivan provides another example icture parent corporation wholly owned subsidiary two corporations wholly owned parent stockholder group operate respectively newspaper radio station city radio station local competitors deny advertising local business latter advertised rival newspaper integration two corporations however close terms ownership management protect charge conspiracy restrain trade concerted action involved merely carrying business single integrated firm action aimed restraining trade utilizing market power possessed firm radio station order erect competitive barrier front competitor firm newspaper sullivan supra omitted continental gte sylvania