William O. Douglas

“ In principle the case is no different from one where Pennsalt and Olin decide to divide the southeastern market as was done in Addyston Pipe and in the other division-of-markets cases already summarized. Through the 'joint venture' they do indeed divide it fifty-fifty. That division through the device of the 'joint venture' is as plain and precise as though made in more formal agreements. As we saw in the Timken case, 'agreements between legally separate persons and companies to suppress competition among themselves and others' cannot be justified 'by labeling the project a 'joint venture. ”

“ In the late 1950's the only producers of sodium chlorate in the United States were Pennsalt, one of the appellees in this case, Hooker Chemical Corporation, and American Potash and Chemical Corporation. No new firms had entered the industry for a decade. Prices seemed to be stable and little effort had been made to expand existing uses or to develop new ones. But during the 1950's the sodium chlorate market began to grow, chiefly on account of the adoption of chorine dioxide bleaching in the pulp industry. Domestic production more than quadrupled between 1950 and 1960. ”

“ An acquisition qualifies under § 7 if the firm that is acquired is either conducting business in interstate commerce or intending or preparing to do so. It seems clear from the record in this case that Penn-Olin was from its inception intended by its organizers to engage in interstate commerce; and it in fact immediately began to arrange for or conduct such business. It was therefore 'engaged' in interstate commerce within the meaning of § 7 when Pennsalt and Olin acquired its stock. ”