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1
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DECISION & ORDER
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EXTRACTED KEY WORDS
COMMISSION SHELL OIL COMPANY JOINT VENTURE RESPONDENTS INDEX IMPROVER BUSINESS VISCOSITY INDEX IMPROVER AGREEMENT FEDERAL TRADE COMMISSION SHELL PETROLEUM COMPANY TRADE COMMISSION ACT EXXON CHEMICAL COMPANY CONSENT ORDER TRUSTEE COMPETITIVENESS CHEVRON AGREEMENT DIVESTITURE SEPARATE AGREEMENT THEREAFTER OCP POLYMER CONSUMMATION REPRESENTATIVES PRINCIPAL OFFICES SUCCESSORS INDEX IMPROVER APPLICATIONS COMPLIANCE MATERIAL CONFIDENTIAL INFORMATION ACCOMPLISH HEREINAFTER CHARGE RESPONDENTS |
9710007
B247014
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
In the Matter of
Exxon Corporation,
a corporation,
The Shell Petroleum Company Limited, DOCKET NO. C-3833
a corporation, DECISION AND ORDER
and
Shell Oil Company,
a corporation.
The Federal Trade Commission ("Commission"), having initiated an investigation of the
proposed formation of a joint venture between Exxon Chemical Company, a division of Exxon
Corporation, The Shell Petroleum Company Limited and Shell Oil Company, hereinafter
sometimes referred to as the "respondents," and having been furnished thereafter with a copy of a
draft of complaint which the Bureau of Competition proposed to present to the Commission for
its consideration and which, if issued by the Commission, would charge respondents with a
violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and a
violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18; and
The respondents, their attorneys, and counsel for the Commission having thereafter
executed an agreement containing a consent order, an admission by the respondents of all the
jurisdictional facts set forth in the aforesaid draft of complaint, a statement that the signing of
agreement is for settlement purposes only and does not constitute an admission by respondents
that the law has been violated as alleged in such complaint, and waivers and other provisions as
required by the Commission's Rules; and
The Commission, having thereafter considered the matter and having determined that it had
reason to believe that the respondents have violated the said Acts, and that a complaint should
issue stating its charges in that respect, and having thereupon accepted the executed consent
agreement and placed such agreement on the public record for a period of sixty (60) days, now in
further conformity with the procedure prescribed in § 2.34 of its Rules, the Commission hereby
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2
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COMPLAINT
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EXTRACTED KEY WORDS
IMPROVER SHELL VISCOSITY MARKET MOTOR OIL PRODUCTION EXXON CHEMICAL COMPANY ACT SHELL PETROLEUM COMPANY JOINT VENTURE SYNTHETIC RUBBER ENGINE COMPETITION TEMPERATURES NORTH AMERICA RESPONDENTS FEDERAL TRADE COMMISSION FTC ACT VIOLATION BUSINESS COMMERCE SALE CONSUMING CLAYTON ACT VISCOSITY INDEX FLOW INDUSTRY STANDARDS FACILITY SUPPLYING |
9710007
B247014
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
EXXON CORPORATION, a corporation, THE SHELL PETROLEUM COMPANY LIMITED,
a corporation, and SHELL OIL COMPANY, a corporation
Docket No. C-3833
COMPLAINT
The Federal Trade Commission ("Commission"), having reason to believe
that respondents Exxon Corporation, The Shell Petroleum Company
Limited, and Shell Oil Company, all corporations subject to the
jurisdiction of the Commission, have agreed to form a joint venture,
in violation of the provisions of Section 7 of the Clayton Act, as
amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission
Act ("FTC Act"), as amended, 15 U.S.C. § 45, and it appearing to the
Commission that a proceeding by it in respect thereof would be in the
public interest, hereby issues its Complaint, stating its charges as
follows:
I. THE RESPONDENTS
1. Respondent Exxon Corporation ("Exxon") is a corporation organized,
existing and doing business under and by virtue of the laws of the
State of New Jersey, having its principal offices at 5959 Las Colinas
Boulevard, Irving, Texas 75039.
2. Respondent The Shell Petroleum Company Limited is a corporation
organized, existing and doing business under and by virtue of the laws
of England, having its principal offices at Shell Centre, London SE1
7NA, England.
3. Respondent Shell Oil Company is a corporation organized, existing
and doing business under and by virtue of the laws of the State of
Delaware, having its principal offices at One Shell Plaza, Houston,
Texas 77002.
II. JURISDICTION
4. At all times relevant here, Respondents have been, and are now,
corporations as "corporation" is defined in Section 4 of the FTC Act,
15 U.S.C. § 44; and at all times relevant herein, the respondents have
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3
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AGREEMENT CONTAINING CONSENT
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EXTRACTED KEY WORDS
AGREEMENT COMMISSION SHELL PETROLEUM COMPANY PROPOSED RESPONDENTS JOINT VENTURE CONSENT ORDER SHELL OIL COMPANY VISCOSITY INDEX IMPROVER INDEX IMPROVER BUSINESS ASSETS DIVEST FEDERAL TRADE COMMISSION EXXON CHEMICAL COMPANY TRUSTEE LAWS CHEVRON AGREEMENT DIVESTITURE UNITED STATES SEPARATE AGREEMENT OCP POLYMER CONSUMMATION TRADE COMMISSION ACT REPRESENTATIVES COMPLIANCE COMPETITIVENESS SUPPORT SERVICE EMPLOYEES ACCOMPLISH SUCCESSORS INDEX IMPROVER APPLICATIONS |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
Exxon Corporation, a corporation, The Shell Petroleum Company Limited,
a corporation, and Shell Oil Company, a corporation.
File No. 971-0007
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission"), having initiated an
investigation of the proposed formation of a joint venture between
Exxon Chemical Company, a division of Exxon Corporation, The Shell
Petroleum Company Limited and Shell Oil Company and it now appearing
that Exxon Corporation, The Shell Petroleum Company Limited, and Shell
Oil Company, hereinafter sometimes referred to as "proposed
respondents," are willing to enter into an agreement containing an
order to divest certain assets and providing for other relief;
IT IS HEREBY AGREED by and between proposed respondents, by their duly
authorized officers and attorneys, and counsel for the Commission,
that:
1. Proposed respondent Exxon Corporation is a corporation organized
and existing under the laws of the State of New Jersey, having its
principal offices at 5959 Las Colinas Boulevard, Irving, Texas
75039.
2. Proposed respondent The Shell Petroleum Company Limited is a
corporation organized under the laws of England, having its
principal offices at Shell Centre, London SE1 7NA, England.
3. Proposed respondent Shell Oil Company is a corporation organized
and existing under the laws of the State of Delaware, having its
principal offices at One Shell Plaza, Houston, Texas 77002.
4. Proposed respondents admit all the jurisdictional facts set
forth in the draft of complaint here attached.
5. Proposed respondents waive:
a. any further procedural steps;
b. the requirement that the Commission's decision contain a
statement of findings of fact and conclusions of law;
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4
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ANALYSIS
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EXTRACTED KEY WORDS
EXXON PROPOSED ORDER SALE MOTOR OIL AGREEMENT JOINT VENTURE SHELL MARKET CHEVRON ALLEGES COMMISSION SELL PRODUCTION PROPOSED COMPLAINT LUBRICANTS INDEX IMPROVER BUSINESS SYNTHETIC RUBBER ENGINE TEMPERATURES COMPETITION ORONITE ADDITIVES FLOW VII ASSETS CONSUMING BUYER CONSENT ORDER NORTH AMERICA |
_________________________________________________________________
ANALYSIS OF PROPOSED CONSENT ORDER
TO AID PUBLIC COMMENT
_________________________________________________________________
The Federal Trade Commission ("Commission") has accepted, subject to
final approval, an Agreement Containing Consent Order ("Agreement")
from Exxon Corporation ("Exxon"), and from The Shell Petroleum Company
Limited and Shell Oil Company (collectively "Shell").
The proposed Consent Order has been placed on the public record for
sixty (60) days for reception of comments by interested persons.
Comments received during this period will become part of the public
record. After sixty (60) days, the Commission will again review the
Agreement and the comments received and will decide whether it should
withdraw from the Agreement or make final the Agreement's proposed
Order.
Both Exxon and Shell develop, manufacture, market and sell additives
used in the production of fuels and lubricants, including viscosity
index improvers used in lubricants for crankcase applications ("motor
oil" or "engine oil".) Viscosity index improvers ("VII") (also known
as "viscosity modifiers") are added to motor oil to improve the
ability of the motor oil to flow properly. The viscosity of a fluid is
its internal resistance to flow; the higher the viscosity, the more
resistance to flow. The viscosity of lubricating oil is affected by
temperature, higher temperatures lowering the viscosity. Motor oil
must have sufficient viscosity to adhere to the internal surfaces of
the engine even after the engine temperature rises and reduces the
oil's viscosity. Motor oil must also have low enough viscosity to flow
through the engine when the engine is cold, particularly in winter
weather. Viscosity index improvers give motor oil the ability to have
the appropriate high viscosity at high temperatures and the
appropriate low viscosity at low temperatures.
The market for the viscosity index improvers in North America is
highly concentrated. Exxon and Shell collectively account for over
one-half of the sales of VII for use in motor oil in North America.
On July 10, 1996, Exxon and Shell announced an intention to form a
joint venture to own and operate their businesses engaged in the
development, manufacture, marketing and sale of additives used in the
production of fuels and lubricants (the "Joint Venture"). Among other
products, the Joint Venture proposed to include the portions of the
businesses of Exxon and Shell that are in the viscosity index improver
business.
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