Extract Competitive Overlap Data From Joint Venture Business Plan

---
name: extract-competitive-overlap-data-from-joint-venture-business-plan
task_id: antitrust-competition/extract-competitive-overlap-data-from-joint-venture-business-plan
description: Closes gaps in cross-document data reconciliation, pipeline-to-pipeline overlap analysis, merger control filing-threshold assessment, and clean team information distribution compliance.
activates_for: [planner, solver, checker]
---

# Skill: Joint Venture Competitive Overlap Analysis

## 1. Subject-matter triage (only if applicable)

- Use this skill when the source set includes a JV business plan plus parent-company materials and the work product is a competitive-overlap memorandum.
- Triage the documents first by business line, product, geography, development stage, and governance channel so horizontal, vertical, and information-sharing issues are not blended.
- If the source set contains multiple candidate markets, programs, entities, or time periods, enumerate them before analysis and keep a separate record for each.
- Treat any apparent absence of overlap as a finding that must be tested against pipeline, adjacent-market, and vertical adjacency evidence, not assumed from the headline JV purpose.

## 2. Failure modes the skill is correcting

- Baseline focuses only on commercialized product overlaps and misses pipeline-to-pipeline overlaps; pre-commercial programs aimed at the same indication, patient population, target, or mechanism can create competitive proximity under potential competition doctrine.
- Baseline stops at a descriptive overlap map and does not convert the overlap into antitrust risk analysis tied to the governing merger-control or competition framework.
- Baseline does not reconcile inconsistent turnover, revenue, market-size, or share inputs across documents, which can distort both overlap severity and notification analysis.
- Baseline does not assess whether the JV and parent materials together reveal upstream-downstream adjacency that creates vertical concerns beyond the stated JV scope.
- Baseline does not verify whether competitively sensitive information was limited to the clean team, so distribution failures are missed as independent compliance issues.
- Baseline does not compare the business plan against executed license or transaction language when the scope of rights is broader than the narrative description.
- Baseline does not translate the overlap findings into an actionable memorandum with clear risk ranking and next steps.

## 3. Legal frameworks / domain conventions that apply

- Horizontal overlap analysis turns on whether the parties compete in the same product, service, therapeutic, or technology market; the strongest overlap indicators are shared customer base, same use case, same indication, same target, or same development stage.
- Potential competition analysis extends to pre-commercial programs where the overlap is not yet sales-based but may constrain future rivalry; cite the applicable merger-control or competition doctrine used in the source set, and if none is supplied, use recognized antitrust framing for potential competition.
- Vertical overlap analysis asks whether one party sits upstream of inputs, IP, data, manufacturing, distribution, or services used by the other; identify whether the relation is complementary, exclusive, or foreclosure-prone.
- Merger-control and filing-threshold analysis depends on the applicable turnover, asset, or size-of-transaction framework in the relevant jurisdiction(s); do not state a filing conclusion without tying it to the threshold rule that governs the documents.
- Information-sharing analysis must distinguish ordinary business governance from competitively sensitive disclosure; pricing, margins, customer-level data, strategy, and cost detail are the classic sensitive categories.
- Data reconciliation is mandatory where documents use different vintages, different market definitions, or different accounting cutoffs; the memorandum should state which figure is more reliable and why.
- If the source materials identify a statute, regulation, guideline, or leading case, use that authority by name and section or article; if not, ground the analysis in the generally recognized competition-law rule implicated by the facts.

## 4. Analytical scaffolds

1. Build a source inventory: identify every document that speaks to products, pipelines, markets, ownership, licenses, governance, financing, and distribution of sensitive information.
2. Enumerate the parties, business lines, programs, markets, geographies, and periods separately before comparing them.
3. For each commercialized overlap, test product identity, customer overlap, geography, and competitive adjacency; then assess antitrust significance rather than stopping at descriptive overlap.
4. For each pipeline item, compare indication, target, mechanism, modality, stage, and intended population; flag future rivalry even if no sales exist yet.
5. For each vertical relationship, identify the upstream input or downstream channel, the degree of dependence, and whether the arrangement could facilitate foreclosure, discrimination, or coordination.
6. Compare the business plan against any executed transaction or license language to detect broader rights than the narrative summary suggests.
7. Reconcile revenue, turnover, and market-size figures across documents; identify the authoritative source, explain any divergence, and state the impact on share and threshold analysis.
8. Test whether competitively sensitive information was shared only with the designated clean team; if not, identify the specific disclosure channel and why it matters.
9. For each issue, close the loop by tying the finding to the governing rule, the document cross-reference, and the practical consequence for the client.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Map the parties vertically as well as horizontally: upstream suppliers, proprietary inputs, manufacturing, distribution, data access, and commercialization rights can create antitrust issues even where direct product overlap is thin.
- Track temporal distance between the business-plan statement and the underlying source data; older market-size or revenue figures may materially distort shares, thresholds, and overlap significance.
- Separate current commercial overlap from expected future overlap so that present competition and pipeline rivalry are analyzed on their own terms.
- Where the same entity appears under multiple document labels or accounting treatments, treat identity resolution as a required step before any turnover or share conclusion.
- If the distribution list for sensitive material differs by document version, compare the versions directly and treat the broader dissemination as a compliance risk.

## 6. Output structure conventions

- Title the memorandum as a competitive overlap memorandum and open with a concise executive summary stating overall risk level and the main drivers.
- Define an ordinal risk scale at the outset and use it consistently for each issue or overlap entry.
- Organize the body in conventional sections for horizontal overlaps, pipeline overlaps, vertical overlaps, license-scope issues, clean-team compliance, merger-control threshold assessment, and data integrity.
- For each identified issue, state: the relevant overlap or discrepancy, the governing rule or authority, the source documents compared, the quantitative or threshold context from those sources, and the downstream consequence.
- When multiple markets, programs, or parties exist, give each its own row or subsection rather than collapsing them into a generic summary.
- Where a source figure is uncertain, identify the reconciliation path instead of inventing precision.
- End with an explicit Recommended Actions block directed to the relevant business owner, counsel, or officer, using imperative verbs and timing tied to the transaction, filing, or governance milestone.
- Keep the memorandum self-contained, with enough source attribution that a reviewer can trace each conclusion back to the underlying materials without re-reading the full document set.