	Introduction

Companies holding licenses issued by the Federal Communications Commission (FCC or Commission) are in a unique position when they seek to combine. In the United States, when most corporations plan to merge, the proposal is reviewed by only one of two federal agencies, the Department of Justice (DOJ) or the Federal Trade Commission (FTC) (which agency reviews the merger proposal depends on the outcome of a process known as "clearance"). Companies holding FCC licenses, on the other hand, must obtain approval from two federal agencies in order to consummate a merger: the DOJ and the FCC. Though both agencies analyze the potential effects on competition a proposed merger may have, their processes differ, sometimes substantially. This report will focus on the FCC's authority to approve mergers and its process for reviewing these proposed transactions. Proposed mergers that are reviewed under the Communications Act are held to a higher standard when examining their potential competitive effects than the same proposed transaction would be under the antitrust laws. Commission License Transfer Review Process and the Public Interest Standard

When attempting to receive approval for the transfer of relevant licenses in the context of a merger, the merging companies must submit an application for the transfer of all relevant licenses and certifications to the Commission. If the Commission's analysis suggests that the parties have shown that the merger, on balance, benefits the public interest, the Commission generally approves the transfer without condition. Negotiated Conditions on Telecommunications Mergers

The Commission finds its authority to negotiate and enforce voluntary conditions on license transfers under §303(r) of the Communications Act, which grants the Commission the authority to "prescribe such restrictions and conditions, not inconsistent with the law, as may be necessary to carry out the provisions" of the act, and §214(c), which grants the Commission the power to place "such terms and conditions as in its judgment the public convenience and necessity may require" on the certificates the agency issues pursuant to its license transfer review authority.
With the proposed merger between Comcast and NBC/Universal announced recently, Congress has expressed an interest in the process of merger reviews at the Federal Communications Commission (FCC or Commission). This report will explain the merger review process at the FCC, as well as highlight some of the difference between the FCC's process and the more traditional antitrust merger review conducted by agencies such as the Department of Justice (DOJ) or the Federal Trade Commission (FTC).
Whenever companies holding licenses issued by the FCC wish to merge, the merging entities must obtain approval from two federal agencies: the DOJ and the FCC. The Commission and the DOJ do not follow precisely the same process or reasoning when examining the potential effects of proposed mergers. Though both agencies have the authority to proceed under the antitrust laws (as the DOJ must), the Commission generally chooses to examine proposed mergers under its Communications Act authority to grant license transfers. The act permits the Commission to grant the transfer only if the agency determines that the transaction would be in the public interest. The public interest standard is generally broader than the competition analysis authorized by the antitrust laws and conducted by the DOJ. Therefore, the Commission possesses greater latitude to examine other potential effects of a proposed merger beyond its possible effect on competition in the relevant market, and greater latitude when placing conditions upon the proposed transfer of a license than the DOJ may have when placing conditions upon the proposed merger that necessitates the license transfer.