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The "antitrust community" is people working in antitrust law/policy/academia who write, tweet, speak at conferences, etc. Two caveats are that a) this is my vie
by todd-davies 3y ago
The "antitrust community" is people working in antitrust law/policy/academia who write, tweet, speak at conferences, etc. Two caveats are that a) this is my view based on personal observations, and b) that a consensus doesn't mean that everybody agrees. Undisputedly however, there is a lot of academic work these days which comes to the conclusion that merger review should be strengthened. For instance, see [1].
Khan's aim isn't necessarily to make mergers more difficult, or to prevent them per se. Rather, it's to make a more concerted effort to prevent mergers which on balance, appear not to be in the public interest. There are several reasons why a merger might be harmful.
First, some mergers are "killer acquisitions" whereby a large firm will acquire a "nascent" competitor and then discontinue its product (e.g. [2]). One danger here is that killer acquisitions nip start-up competition in the bud, such that new firms don't have a chance to grow and compete against incumbent firms. That's a problem because competition means that consumers, rather than incumbent firms, ultimately get to choose market outcomes. If there is no choice, then consumers can't choose. The ultimate failure mode here is some kind of command economy where monopoly firms get to make most of the decisions about how markets work and consumers get little say at all.
Second, mergers lead to market concentration because you're taking a market with n firms and moving to a market with n-1 firms. Market concentration isn't inherently bad, indeed, some markets are 'naturally' concentrated. That said unconcentrated markets are generally preferred to concentrated ones because concentrated markets can lead to things like tacit collusion (which has similar outcomes to a cartel) [3].
Third, if there is a real possibility for startups to grow organically and challenge large incumbent firms for the market, then theory goes that VC funding could be stimulated on the promise of a potentially huge return. For instance, a VC might be willing to fund a firm if there's a 5% chance that it will be the next Google, but not if there's a 10% chance that it gets acquired in a year or two.
You make a good point regarding acquisitions, IPOs and the personal incentives to work at a startup. I'm not assuming that IPO's would become more likely or lucrative; I don't have a view on that (except perhaps what I said in the previous paragraph). I guess if a firm was going to be successful, and a merger wasn't an option then it would eventually IPO instead, no? That might lead to delayed compensation, but it shouldn't affect the viability of a solid business. Fewer acquisitions might end up with some firms failing before IPO which would have otherwise been acquired. That's bad from the perspective of those at the firm, but isn't inherently bad from a social perspective. After all competition necessarily entails winners and losers. If all else fails, there is a 'failing firm defence' which would allow an acquisition if the only other option is the firm going out of business [4].
Finally, the lack of enforcement over the past few decades hasn't given regulators much opportunity to "learn" what is a good/bad merger. A more active merger review policy would entail regulators building up expertise and fine-tuning their approach. It's important to remember that merger control isn't necessarily adversarial. At its best, it's a positive-sum dialogue between firms who want to do business and regulators who are trying to provide public-minded oversight.
[1] Kwoka, John. "The structural presumption and the safe harbor in merger review: False positives or unwarranted concerns." Antitrust LJ 81 (2016): 837. https://heinonline.org/HOL/Page?handle=hein.journals/antil81&div=36&g_sent=1&casa_token=92W9pnae2VUAAAAA:O9RRAyIhFsl9dpI-EScM1GrazYaiZnbOnQZZkYqEUSS6or0gBuWP_fClP_yBOnR5HwZdCW9u&collection=journals https://heinonline.org/HOL/Page?handle=hein.journals/antil81...
[2] https://news.ycombinator.com/item?id=38145568 https://news.ycombinator.com/item?id=38145568
[3] https://www.tutor2u.net/economics/reference/oligopoly-tacit-collusion https://www.tutor2u.net/economics/reference/oligopoly-tacit-...
[4] https://www.concurrences.com/en/dictionary/Failing-firm-defence https://www.concurrences.com/en/dictionary/Failing-firm-defe...
- gms 3y ago> I guess if a firm was going to be successful, and a merger wasn't an option then it would eventually IPO instead, no? No, most businesses don't grow revenue fast enough to be IPO-worthy (or, as with WhatsApp and Instagram when they were acquired, don't make enough revenue to even be viable standalone businesses). But even putting all that aside, what about the personal freedom argument? If a founder wants to sell their company because they're tired of running it (this is a job that comes with immense personal sacrifice), or wants cash to take care of family, or sick parents, etc, should the government have the right to force them to keep it running? The societal implications of the above feel absurd.
- todd-davies 3y agoI think it's a false dichotomy to say that businesses either succeed by IPO/acquisition or fail. Can't a startup "just" be profitable within its niche, serve its customers well and make money while being privately held? It's not clear to me that we should live in a world where every middling startup is eventually acquired or has an IPO. Sure, some startups are destined for exponential growth and huge success, but not all. Likewise, if a business isn't profitable (and can't get funding to tide it over until it is profitable) then maybe it's not a good business. That's catastrophic for the firm, but on a social level, it essentially survival of the fittest. With regards to personal freedom, we need to think more broadly than just founders. There's also the personal freedom of citizens to consider too; when powerful firms control large parts of the economy they essentially operate as private governments which can also impinge on people's personal freedom (see the below quote). Should a startup founder be allowed to sell a startup to monopolist/oligopolist if that contributes to more economic concentration? Maybe each individual merger isn't that harmful, but taken together their cumulative effect is. Besides, Khan isn't trying to block all mergers. She is focusing on mergers with already dominant firms; perhaps it's possible for the founder to sell a firm which isn't in a dominant position. > ...power that controls the economy should be in the hands of elected representatives of the people, not in the hands of an industrial oligarchy. Industrial power should be decentralised. It should be scattered into many hands so that the fortunates of the people will not be dependent on the whim or caprice, the political prejudices, the emotional stability of a few self-appointed men. The fact that they are not vicious men but respectable and social minded is irrelevant. That is the philosophy and the command of the Sherman Act. It is founded on a theory of hostility to the concentration in private hands of power so great that only a government of the people should have it. [1] [1] https://supreme.justia.com/cases/federal/us/334/495/ https://supreme.justia.com/cases/federal/us/334/495/