[Federal Register Volume 67, Number 211 (Thursday, October 31, 2002)]
[Notices]
[Pages 66419-66422]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-27222]


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DEPARTMENT OF JUSTICE

Antitrust Division


Public Comments and Response on Proposed Final Judgment in United 
States v. Computer Associates International, Inc., et al. Exhibit

    Pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 
16(b)-(h), the United States hereby publishes below the comment 
received on the proposed Final Judgment in United States of America v. 
Computer Associates International Inc. and Platinum technology 
International, inc., Civil Action No. 1:01CV02062 (GK), filed in the 
United States District Court for the District of Columbia, together 
with the United States' response to the comment.
    Copies of the comment and response are available for inspection at 
Room 200 of the Department of Justice, Antitrust Division, 325 Seventh 
Street, NW., Washington, DC 20530, telephone (202) 514-2481, and at the 
Office of the Clerk of the United States District Court for the 
District of Columbia, E. Barrett Prettyman United States Courthouse, 
333 Constitution Avenue, NW., Washington, DC 20001. Copies of any of 
these materials may be obtained upon request and payment of a copying 
fee.

Constance K. Robinson,
Director of Operations.

United States' Response to Public Comments

    Pursuant to Section 5(d) of the Clayton Act, as amended by Section 
2 of the Antitrust Procedures and Penalties Act (codified at 15 U.S.C. 
16(b)-(h)(the ``Tunney Act'')), the United States responds to public 
comments received regarding the proposed Final Judgment submitted for 
entry in this civil antitrust proceeding.

I. Background

    On September 28, 2001, the United States filed a civil antitrust 
Complaint alleging that the Merger Agreement between Defendants 
Computer Associates International, Inc. (``CA'') and Platinum 
technology International, inc. (``Platinum'') had the effect of 
lessening or eliminating competition between them in the sale of 
certain software products in violation of Section 1 of the Sherman Act, 
15 U.S.C. 1. The Complaint alleged that, prior to March 1999, Platinum 
aggressively competed with CA in the development and sale of numerous 
software products, including mainframe systems management software 
products. On March 29, 1999, CA and Platinum entered into a Merger 
Agreement pursuant to which CA would purchase all issued and 
outstanding shares of Platinum through a $3.5 billion cash tender 
offer.\1\
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    \1\ On May 25, 1999, the United States filed a Complaint 
alleging that CA's proposed acquisition of Platinum would eliminate 
substantial competition and result in higher prices in certain 
mainframe systems management software markets. See United States v. 
Computer Associates International Inc., et al. (D.D.C. 99-01318 
(GK)). Simultaneously with the filing of the Complaint, the parties 
reached an agreement that allowed CA and Platinum to go forward with 
the merger, provided that CA sell certain Platinum mainframe systems 
management software products and related assets. Thereafter, CA 
accepted for payment all validly tendered Platinum shares and the 
Defendants consummated their merger.
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    The Merger Agreement set forth numerous covenants made by Platinum, 
as part of the agreement to be acquired, regarding how it would conduct 
its business during the period between the signing of the Merger 
Agreement and the closing of the acquisition transaction (the pre-
consummation period). Under the Merger Agreement, CA and Platinum 
agreed that Platinum would not offer discounts greater than 20% off 
list prices for its software products and consulting services unless CA 
approved the discount. Before the merger announcement, Platinum 
commonly gave discounts over 20% for its software products and 
consulting services. In furtherance of this Agreement, CA installed one 
of its vice presidents at Platinum's headquarters to review Platinum's 
proposed customer contracts and exercise authority to approve or reject 
proposed contracts offering discounts greater than 20%. CA also 
obtained prospective, customer-specific information regarding 
Platinum's bids, including the name of the customer, products and 
services offered, list price, discount, and the justification for any 
discount. Platinum placed no limits with respect to CA's use of this 
information. CA used this information to monitor Platinum's adherence 
to the Merger Agreement's limitation on discounts and to exercise its 
authority to approve or reject any proposed contract that offered 
discounts over 20%.
    The United States filed a Complaint on September 28, 2001, alleging 
that the provisions of the Merger Agreement relating to CA's approval 
of Platinum discounts prior to consummation of the merger violated 
section 1 of the

[[Page 66420]]

Sherman Act. On April 23, 2002, the United States filed a Stipulation 
and proposed Final Judgment designed to prevent the recurrence of the 
alleged Sherman Act section 1 violation.\2\ The proposed Final Judgment 
prohibits CA and future merger partners from agreeing to establish the 
price of any product or services offered in the United States to any 
customer during the pre-consummation period. The proposed Final 
Judgment also would prevent the repetition of the conduct CA employed 
to facilitate its agreement with Platinum to establish prices. 
Specifically, the proposed Final Judgment prohibits CA from entering 
into an agreement to review, approve or reject customer contracts 
during the pre-consummation period, and prohibits CA from entering into 
an agreement that requires a party to provide ``non-material'' bid 
information to another party.
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    \2\ The proposed Final Judgment also requires CA and Platinum to 
pay a civil penalty to resolve the allegation in the Complaint that 
the defendants violated Title II of the Hart-Scott-Rodino Antitrust 
Improvement Act of 1976 (``HSR Act''), 15 U.S.C. 18a. For the 
reasons stated in the Competitive Impact Statement (``CIS''), filed 
on April 23, 2002, the United States does not believe that the 
payment of civil penalties under the HSR Act is subject to the 
Tunney Act. CIS at 11 n.1. Consequently, the civil penalties 
component of the proposed Final Judgment is not open to public 
comment.
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    The proposed Final Judgment identifies certain price-related 
agreements that will not violate the Final Judgment. The proposed Final 
Judgment does not prohibit agreements that the to-be-acquired party, 
during the pre-consummation period, act in the ordinary course of 
business and not engage in conduct that would cause a material adverse 
change in the to-be-acquired party's business. CA and a merger partner 
may also conduct reasonable due diligence and may exchange ``material'' 
bit information, subject to appropriate use and confidentiality 
restrictions. Finally, the proposed Final Judgment permits certain 
joint pricing and bidding activities, provided that such conduct would 
be lawful independent of the proposed merger.
    The Court may enter the proposed Final Judgment following 
compliance with the Tunney Act.\3\ Pursuant to the Tunney Act, the 
proposed Final Judgment and CIS were filed with the Court on April 23, 
2002. A summary of the terms of the proposed Final Judgment and CIS 
were published for seven consecutive days in The Washington Post from 
June 6, 2002 through June 12, 2002. The proposed Final Judgment and CIS 
were published in the Federal Register on June 18, 2002 at 67 14472 
(2002). the 60-day period for public comments on the proposed Final 
Judgment began on June 18, 2002 and expired on August 19, 2002. During 
that period, one comment was received.
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    \3\ The CIS sets out the standard to be applied by the Court in 
determining whether entry of the proposed Final Judgment is in the 
public interest. CIS at 21-24.
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II. Response to Public Comment

    The only comment was filed by The Center for the Advancement of 
Capitalism (``CAC''), a non-profit organization with the mission of 
providing analysis based on Ayn Rand's philosophy of objectivism.\4\ A 
true and correct copy of CAC's comment is attached as Exhibit 1. CAC 
states that the antitrust laws represent a ``system where the federal 
government has assumed the unconstitutional role of dictating which 
business practices are permitted, without having to actually show that 
a business's actions violate the rights of another party.'' CAC Comment 
at 2. CAC further argues that the enforcement of the antitrust laws 
``completely ignores the principle of individual rights which animate 
our Constitution and republican form of government.'' Id. at 6. In a 
similar vein, CAC argues that the antitrust laws, to the extent they 
protect consumers, violate the rights of property owners and producers. 
Id. at 3, 6-8. According to CAC, the antitrust laws should permit 
businesses to take any action, ``[s]o long as the actions are 
voluntary, and do not constitute an act of force against another 
individual or corporation'' Id. at 7.
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    \4\ Ayn Rand, a novelist-philosopher, first expressed her 
philosophy of objectivism in the best-selling novels. The 
Fountainhead (1943) and Atlas Shrugged (1957). On the issue of 
capitalism, she has stated: ``When I say `capitalism,' I mean a 
pure, uncontrolled, unregulated laissez-faire capitalism with a 
separation of economics, in the same way and for the same reasons as 
a separation of state and church.'' ``The Objectivist Ethics'' in 
The Virtue of Selfishness (1964).
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    CAC, in essence, challenges the constitutionality of the Sherman 
Act and advocates for a form of laissez-faire capitalism unregulated by 
the Government. The United States disagrees with CAC's position. The 
Supreme Court has, on numerous occasions upheld the constitutionality 
of the Sherman Act and the prohibition of section 1 of the Act against 
any contract, combination or conspiracy that ``unreasonably'' deprives 
consumers of the benefits of competition or that would otherwise result 
in higher prices or inferior products and services. See Standard Oil 
Co. v. United States, 221 U.S. 1, 50, 58 & 68-70 (1911); see also 
United States v. Joint Traffic Ass'n, 171 U.S. 505, 570-73 (1898). In 
any event, challenging the constitutionality of the Sherman Act is far 
beyond the scope of this Tunney Act proceeding. See United States v. 
Microsoft Corp., 56 F.3d 1448, 1459 (D.C. Cir. 1995) (Court's role 
under the Tunney Act is limited to reviewing the remedy in relationship 
to the violations that the United States alleges in its Complaint).
    CAC also argues that the proposed Final Judgment constitutes a 
``fraud'' because it is based on the premise that ``merging companies 
should continue to act independently of one another even when that is 
not the case in actual reality.'' CAC Comment at 5. CAC further argues 
that the proposed Final Judgment will prevent CA from entering into 
merger agreements for the 10-year term of the Final Judgment because 
any joint pre-consummation conduct would be ``per se'' illegal conduct 
in the eyes of the DOJ.'' Id. at 6. CAC misconstrues the allegations in 
the Complaint and the proposed remedy.
    The United States, of course, recognizes that the relationship 
between two formerly independent firms changes when they announce plans 
to merge. The fact that two firms have signed a merger agreement, 
however, does not excuse them from their obligation to comply with the 
antitrust laws during the pre-consummation period. Section 1 of the 
Sherman Act prohibits pre-merger agreements among competitors that 
restrain competition. Thus, the Complaint alleges that CA and Platinum 
entered into an agreement to limit Platinum's discounts during the pre-
consummation period and that this agreement lessened competition in 
certain software markets. Moreover, neither the Complaint nor the 
proposed Final Judgment stand for the proposition that all pre-
consummation agreement are ``per se'' illegal. The Final Judgment only 
prohibits agreements on price that are likely to restrict competition.

III. Conclusion

    CAC urges the Court to find that the proposed Final Judgment is not 
in the public interest and requests that the Court deny entry of the 
proposed Final Judgment. The United States has concluded that the 
proposed Final Judgment reasonably and appropriately addresses the harm 
alleged in the Complaint. Therefore, following publication of this 
Response To Comments and submission of the United States' Certification 
of Compliance with the Tunney Act, the United States intends to request 
entry of the proposed Final Judgment upon the Court's determination 
that entry is in the public interest.

Dated: September 19, 2002.
Respectfully submitted.

[[Page 66421]]

Renata B. Hesse, N. Scott Sacks, James J. Tierney, Jessica N. 
Butler-Arkow, David E. Blake-Thomas,
Attorneys, U.S. Department of Justice, Antitrust Division, Networks 
and Technology Section, 600 E Street, NW., Suite 9500, Washington, 
DC 20530. 202/307-0797.

Certificate of Service

    I hereby certify that a copy of the foregoing United States; 
Response To Public Comments was hand delivered this 19th day of 
September, 2002 to: Counsel for Computer Associates International, Inc. 
and Platinum technology International, inc. Richard L. Rosen, Esquire, 
Arnold & Porter, 555 Twelfth Street, NW, Washington, DC 2004-1206. Fax: 
202/547-5999.

James J. Tierney.

The Center for the Advancement of Capitalism

August 9, 2002.
Ms. Renata B. Hesse,
Chief, Networks and Technology Section, United States Department of 
Justice, Antitrust Division, 600 E Street, NW., Suite 9500, 
Washington, DC 20530.
Re: Proposed Final Judgment in United States of America v. Computer 
Associates International, Inc., et al., Civil No. 1:01CV02062 (GK)
    Dear Ms. Hesse: On behalf of the Center for the Advancement of 
Capitalism \1\ (``CAC''), I hereby transmit to you the following 
public comments with respect to the above captioned matter now 
pending in the United States District Court for the District of 
Columbia. In accordance with 15 U.S.C. 16(d), CAC requests that its 
comments in this matter be included in the appropriate public 
record, and that they be considered by the Department of Justice and 
the Court in determining whether the proposed Final Judgment is in 
the public interest.
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    \1\ Prior to August 1, 2002, CAC was known as the Center for the 
Moral Defense of Capitalism.
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I

    CAC is a non-profit corporation organized under the laws of the 
District of Columbia and exempt from taxation under 26 U.S.C. 
501(c)(4). The mission of CAC is to provide analysis and commentary 
to policymakers, the judiciary, and the general public on matters 
relevant to individual rights and economic freedom. CAC presents an 
integrated approach to contemporary issues by applying Ayn Rand's 
philosophy of Objectivism.
    For the past four years, CAC has provided a consistent and 
principled opposition to the continued enforcement of the antitrust 
laws of the United States.\2\ We have argue that the antitrust laws 
violate the individual rights of businessmen, the protection of 
which is mandated by the United States Constitution. Instead, what 
now exists in the United State--and in this particular case--is a 
system where the federal government has assumed the unconstitutional 
role of dictating which business practices are permitted, without 
having to actually show that a business's actions violate the rights 
of another party. Indeed, as the case against Computer Associates 
and Platinum Technology (``defendants'') demonstrate, most antitrust 
cases have no actual victim, save for perhaps the ego of the 
attorneys representing the Department of Justice (``DOJ'').
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    \2\ See, generally, 15 U.S.C. 1-2.
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    After a careful review of the public record in this case, CAC 
believes that the United States has failed to demonstrate why this 
prosecution was justified in the first instance. Furthermore, we 
believe the terms of the proposed Final Judgment have been falsely 
represented to the public as being injunctive and remedial in 
nature, when in fact they are punitive. Since the public interest 
cannot possibly be served by punishing a company which has committed 
no crime and for other reasons outlined below, CAC concludes that 
entry of the proposed Final Judgment is not in the public interest, 
and that the DOJ should withdraw from its agreement and dismiss the 
complaint against the defendants with prejudice. In the alternative, 
CAC would request the District Court to deny entry of the proposed 
Final Judgment under 15 U.S.C. 16(e).

II

    The central claim of the DOJ's complaint is that the defendants 
entered into a merger agreement which denied consumers the benefit 
of full competition during the ``pre-consummation period,'' that is 
to say, prior to the closing of the actual merger. The DOJ defines 
the pre-consummation period as ending either with the closing date, 
or earlier if termination is granted by the DOJ under the Hart-
Scott-Rodino Act.\3\ Under the government's antitrust regimen, it 
seems, companies have an ``obligation to compete independently'' \4\ 
even after they've agreed to stop competing out of mutual self-
interest. What this case deals with then is how companies are to be 
permitted going about the task of combining their operations without 
running afoul of the DOJ's pathological (and statutory) need to 
control every aspect of private commerce.
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    \3\ 15 U.S.C. 18a.
    \4\ Competitive Impact Statement, 67 FR 41472 at 41477 (2002).
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    Under the merger agreement voluntarily entered into by the 
defendants. Platinum technology officials agreed to not offer their 
customers a discount of more than 20% off list prices without the 
prior written consent of Computer Associates.\5\ Since this 
provision applied during the pre-consummation period (but after the 
agreement itself was signed and made known to the public), the DOJ 
claims that the defendants denied customers ``the benefit of free 
and open competition'' in violation of 15 U.S.C. 1.
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    \5\ Id. at 41475.
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    CAC disagrees. For one thing, the DOJ is employing a very static 
definition of ``competition'' to support its thesis. Under the DOJ's 
theory of antitrust, competition is a synonym for low prices--any 
action which might lead to a rise in out-of-pocket cost to the 
consumer is deemed anticompetitive, and thus illegal under the 
Sherman Act. This theory violates the property rights of producers. 
The DOJ is arguing that consumers have an automatic `right' to any 
item which a producer puts on the market, and that this interest 
should trump any property right claimed by the producer.
    Unlike the corner the DOJ has put itself into here, competition 
in the free market is a far more complex and dynamic entity that 
does not wholly revolve around retail prices. Competition 
incorporates all activities by which a business seeks to increase 
its profitability. These activities include the development of new 
or improved products, reduction of operating costs, increasing 
efficiency in the production process, marketing, and hiring of 
talented personnel. None of these activities were incorporated into 
the DOJ's analysis relevant to this case, or if they were, the 
United States has declined to specify how the defendants' alleged 
actions compromised competition in the integrated sense of the term. 
The complaint focuses solely on the issue of prices charged to 
consumers.
    Section IV of the proposed Final Judgment would prohibit 
Computer Associates, in any potential future merger, from 
establishing price discount policies for a to-be-acquired company 
during the pre-consummation period. This requirement does nothing to 
promote competition. It simply creates a temporary, artificial price 
support for products sold by the hypothetical other company pending 
the closing of the merger. Section IV does not prevent such 
potential mergers from taking place, nor does it govern the conduct 
of the companies following consummation of the merger. If the DOJ 
were genuinely concerned about minimizing the potential for higher 
consumer prices in the marketplace, they could have sought to 
prevent the merger itself from ever taking place through civil 
litigation before the District Court, or at a minimum attempted to 
require Computer Associates and Platinum Technology to divest 
certain portions of their business to third parties as a 
precondition of government approval. Such efforts would have 
rendered the need for the present action moot, since competition--or 
at least the DOJ's bastardized version of competition--would be 
maintained on a more tangible and permanent basis.

III

    The answer to our inquiry, interestingly enough, is that the DOJ 
did pursue a previous civil action to dictate the conditions of the 
Computer Associates-Platinum Technology merger.\6\ Yet not content 
to rest on its laurels, the DOJ went on to initiate the current 
action as a means of further securing the public interest, or so 
they would have us believe. In fact, based on the government's 
earlier success, it seems more likely that the United States is 
seeking to make an example out of Computer Associates to serve as a 
warning to other companies. Such a punitive motive, CAC believes, is 
not consistent with serving the public interest.
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    \6\ United States v. Computer Associates, et al., No. 99-01318 
(D.D.C.).
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    Because the DOJ's hands were less than clean in reaching the 
proposed consent order,

[[Page 66422]]

Computer Associates is left with a very disturbing prospect. In 
acceding to the relief terms of the proposed final judgment, 
Computer Associates is undermining its own ability to successfully 
compete in the marketplace by acknowledging, then perpetuating for 
the ten-year term of the agreement, an outright fraud. The fraud we 
refer to is the premise of the DOJ's prosecution--that merging 
companies should continue to act independently of one another even 
when that is not the case in actual reality.
    No matter how much it wishes otherwise, the DOJ cannot alter 
reality, although it can certainly use its compulsory force to evade 
it, as is the case here. When two companies agree to merge, the very 
culture of their previously exclusive operations are altered at a 
fundamental level. The extent to which this is reflected in the pre-
consummation or post-consummation period varies from company to 
company, but the essential principle is the same. In entering into 
its pre-consummation agreement with Platinum, Computer Associates 
acted in the honest interest of its shareholders, employees and 
customers, by openly acknowledging its new relationship with 
Platinum, and working to bring the two companies together in an 
efficient and rational manner.
    In contrast, the new standards imposed by the DOJ in the consent 
agreement practically requires Computer Associates to never enter 
into another merger agreement except by fraud and duplicity. Since 
to acknowledge a coming together of companies before consummation is 
now per se illegal conduct in the eyes of the DOJ, there is no 
incentive for Computer Associates to act with integrity or honesty. 
Alternatively, of course, Computer Associates could simply choose 
not to merger with any company for the duration of the consent 
agreement, in which case they would potentially defraud their own 
stockholders by refusing to act in a manner which could increase the 
company's profitability and productive capacity. In either case, CAC 
sees no benefit to subscribing to the DOJ's delusional view of 
corporate mergers.

IV

    Finally, CAC objects to the DOJ's construction of rights in this 
case. As with all antitrust litigation shepherded by the United 
States, the DOJ can only make sense of its argument when it 
completely ignores the principle of individual rights which animate 
our Constitution and republican form of government.
    The DOJ defines the public interest, for purposes of antitrust 
litigation, as being one-in-the-same with the ``rights'' of 
consumers, the nebulous class of individuals who consume (or attempt 
to consume) the goods and services provided by economic producers. 
In this case, CA and Platinum's activities were deemed unlawful 
because the companies pre-consummation activities had the effect of 
``denying'' the companies' customers ``the benefits of free and open 
competition'' (emphasis added). In the eyes of DOJ and the 
judiciary, ``benefits'' gets elevated to the status of ``rights'', 
and they are given such weight as to render the actual economic 
rights of producers to be virtually non-existent.
    As has been discussed, infra, trade does involve, and indeed 
require, a voluntary exchange of goods and services which benefit 
all parties to the transaction. If nobody received benefits, then 
there would be no incentive to trade in the first place. But a 
benefit should never be confused with a ``right.'' Actual rights are 
``moral principles which define and protect a man's freedom of 
action, but impose no obligation on other men.\7\'' A right is 
something which all individuals inherently possess as part of their 
humanity. A benefit, in contrast, is something which an individual 
receives at the behest of another, for whatever reason or motive: A 
will confers benefits on a beneficiary; a company provides health 
insurance for its employees; the local sports arena permits children 
to use the facility a few days a week. None of these things result 
from the beneficiary's right to enjoy the benefit. The right is that 
of the owner to dictate the use of his property, not of an outside 
party to demand use of property which is not his.
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    \7\ Ayn Rand, Man's Rights, in Capitalism: the Unknown Ideal 
(1966).
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    Computer Associates and Platinum had no obligation to 
``provide'' competition for consumers. They chose to do so 
voluntarily for a number of years, and, when the companies decided 
it was in their self-interest to cease one-on-one competition, they 
did so. They did not consider their obligations to the consumer, 
because they had none, outside of pre-existing contracts (which 
presumably were honored). What was considered, as in any merger, was 
the benefits that would be generated by the combination of the two 
companies. The DOJ's fault lies in considering ``benefits'' to be 
limited to the price paid by a consumer at a given moment in time. 
The government's analysis failed to account for the potential 
benefits generated by the merger, including the actions of CA and 
Platinum during the pre-consummation period.
    But even if no benefits could be demonstrated consequential to 
the merger, the United States would still be wrong to block the 
efforts of CA and Platinum, because it is not morally incumbent upon 
a corporation to positively demonstrate the benefits of their 
actions to a government agency. So long as the actions are 
voluntary, and do not constitute an act of force against another 
individual or corporation, a transaction between private parties is 
an extension of their right to own and use property.
    The alternative theory, presented by DOJ's enforcement of 
antitrust law, suggests the opposite: That property is not truly 
privately held, and that the interests of the ``consumer'' are 
paramount in any economic relationship with a producer. Under a 
capitalist system, the producers are the property owners who 
leverage their holdings to create wealth. Under the consumerist 
model enforced by DOJ, in contrast, producers hold and create wealth 
as part of a ``public trust'', and the consumer has the ultimate 
right to dictate how the wealth is distributed. This is why the DOJ 
spends an inordinate amount of time focusing on prices, and why any 
increase that takes place is immediately suspect under the Sherman 
Act.
    Consumers, of course, do have certain ``rights'' in the 
marketplace. They have a right to buy or not buy the goods and 
services of their choosing. They have a right to contract free of 
coercion, and the right to seek redress of grievances before the law 
if that contract is breached. What consumers do not have the 
``right'' to, however, is to unilaterally dictate the terms by which 
a producer offers his goods and services for sale. The DOJ advocates 
the opposite, as a result, it routinely intervenes in the acts of 
producers in an attempt to secure prices and conditions that are 
more favorable to the consumer, regardless of how this interference 
violates the property rights of the producers.
    CAC believes that the people of the United States are better off 
living in a capitalist economy than in a consumerist system. 
Therefore, we find the terms of the proposed Final Judgment are not 
in the public interest, because the injunctive relief provided would 
recognize non-existent consumer rights at the expense of the 
legitimate rights of Computer Associates, and that in turn 
compromises the rights of all Americans.
    For the foregoing reasons, CAC believes the public interest here 
would best be served by the DOJ withdrawing from the proposed final 
judgment and dismissing the compliant against Computer Associates 
and Platinum Technology with prejudice.

Respectfully Submitted,


S.M. Oliva,
Director of Federal Affairs, The Center for the Advancement of 
Capitalism.

[FR Doc. 02-27222 Filed 10-30-02; 8:45 am]
BILLING CODE 4410-11-M