Platform economics and antitrust enforcement: A little knowledge is a dangerous thing

Although the economics of multisided platforms has developed important insights for antitrust policy, there are critical respects in which the body of academic knowledge falls short of providing useful advice to enforcement agencies and the courts. Indeed, there is a substantial risk that recent scholarship will be misapplied to the detriment of sound antitrust policy, as evidenced by the US Supreme Court's recent decision in American Express. In this note, I identify several areas in which economics research could potentially make significant contributions to the practical antitrust treatment of platforms.     

The international drivers of domestic airline mergers in twenty nations: integrating industrial organization and international business

The domestic airline merger phenomenon of the late 1980s and early 1990s sparked a great deal of Industrial Organization (IO) literature; yet, that literature neglected non‐US domestic mergers and potential for international competitive gains. Using an International Business perspective to complement an IO analysis, I argue that factoring international competitive incentives helps explain domestic airline merger activity. A Cournot model of airline competition illustrates that domestic mergers, via enhanced domestic networks and reduced domestic competition, generate international competitive gains. Further, empirical tests—using a structural equations approach on panel data covering interhyphen‐national city‐pair market segments—support domestic mergers improving international competitiveness. Copyright © 2006 John Wiley & Sons, Ltd.     

Price Discrimination under Customer Recognition and Mergers

This paper studies the interaction between horizontal mergers and price discrimination by endogenizing the merger formation process in the context of a repeated purchase model with two periods and three firms wherein firms may engage in behavior‐based price discrimination (BBPD). From a merger policy perspective, this paper's main contribution is twofold. First, it shows that when firms are allowed to price discriminate, the (unique) equilibrium merger gives rise to significant increases in profits for the merging firms (the ones with information to price discriminate), but has no ex‐post effect on the outsider firm's profitability, thereby eliminating the so‐called (static) “free‐riding problem.” Second, this equilibrium merger is shown to increase industry profits at the expense of consumers' surplus, leaving total welfare unaffected. This then suggests that competition authorities should scrutinize with greater zeal mergers in industries where firms are expected to engage in BBPD.     

Quality-improving R&D and merger policy in a differentiated duopoly: Cournot and Bertrand equilibria

We combine a model of product research and development (R&D) and technological spillover with the concept of technological distance and examine horizontal mergers in a duopolistic market with R&D. The results are fourfold. First, a merger can better encourage R&D investment than the competition case. Second, with a small degree of product differentiation (PD), the merger criterion under the Cournot duopoly is stricter than that of the Bertrand case. By contrast, with a moderate or large degree of PD, the opposite is true. Third, with a small technological distance, a merger should be allowable. Finally, with a small degree of PD and moderate technological distance, a merger should be allowable.     

Do retail mergers affect competition? Evidence from grocery retailing

This study estimates the price effects of horizontal mergers in the U.S. grocery retailing industry. We examine fourteen regions affected by mergers, including mergers in highly concentrated and relatively unconcentrated markets. We identify price effects by comparing markets affected by mergers to unaffected markets using difference‐in‐difference estimation with three different comparison groups, propensity score weights, and by using the synthetic control method. Our results are robust to the choice of control group and estimation technique. We find that mergers in highly concentrated markets are most frequently associated with price increases, and mergers in less concentrated markets are most often associated with price decreases.     

Can the Timing of Negotiations Impact the Consequences of Mergers?

This paper uses a theoretical model to examine whether variation in the timing of negotiations between buyers and sellers can alter the effects of mergers between sellers. The model shows that mergers between horizontally overlapping firms lead to price increases regardless of how negotiations take place. In contrast, mergers between firms in different markets can only lead to higher compensation for the combined firm when negotiations occur sequentially. However, any price effects from out‐of‐market mergers stem from a mechanical redistribution of existing market power and not from a loss in competition. Published 2014. This article is a U.S. Government work and is in the public domain in the USA.     

Building responses to sustainable development challenges: A multistakeholder collaboration framework and application to climate change

The affirmation of open innovation and collaborative systems is enabling unprecedented opportunities to create business value while facilitating multistakeholder conversation on sustainability issues. In particular, platform‐based models are emerging as organization archetypes able to facilitate cooperative dynamics among industrial actors, policy makers, academicians, scientists, and citizens. In this article, we use interdisciplinary business management and collaborative innovation literature to build the conceptual framework of a multisided platform as a collaboration environment gathering actors willing to define responses to sustainable development challenges. We present five dimensions or “genes,” that is, the focus and strategic intent or orientation of the platform (what), the participating sides, actors and groups (who), the actions, flows and coordination mechanisms (how), and the value drivers, benefits and externalities (why), and the rules regulating the affiliation and interaction processes (governance). We also present and discuss 30 subtopics or management items that are associated with the five dimensions defined. We then apply the conceptual model to analyze a case in the climate change endeavor and to show how competitive and cooperative dynamics can be virtuously integrated to provide individual‐ and company‐driven responses to a timely socioenvironmental issue. The article provides a new perspective on collaboration to enhance social development, and it offers theoretical and practitioner insights for a broad interdisciplinary audience including scholars, practitioners, business, and platform managers.     

On sellers' cooperation in hybrid marketplaces

Hybrid marketplaces, such as Amazon's and Zalando's stores or Apple's and Google's app stores, which distribute their own products and services in competition with those of third-party sellers, play a significant and growing role in the Internet economy. This paper shows that, other things equal, such platforms would maximize their profits if they lowered the fees charged to sellers and the prices charged to consumers in response to cooperation agreements between third-party sellers: horizontal mergers or collusive agreements. It also shows that such cooperation can be pro-competitive when the platform is a vertically integrated gatekeeper, adopts the agency business model, is a close competitor to the third-party sellers it hosts, and observes (or correctly anticipates) the third-party sellers' agreement. The discussion here is of significant policy relevance, since third-party sellers in online marketplaces may find it easier to collude and may respond to the bargaining power of certain gatekeeper platforms by merging their activities.     

Takeover deterrents and cross partial ownership: The case of golden shares

We analyse takeovers in an industry with bilateral capital‐linked firms in cross partial ownership (CPO). Before merger, CPO reduces the profitability of involved firms, confirming the “outsider effect.” However, the impact of CPO upon merger profitability is two‐sided in a Cournot setting. CPO, by cointegrating profits, increases output collusion leading to anticompetitive effects with facilitated mergers in most cases. Nonetheless, a protective threshold exists for which CPO arrangements can reduce the incentives for hostile takeovers. This has potentially significant regulatory implications. An illustrative example showcases the potential relevance of CPO as a defence against hostile takeovers across different industries.     

Merger Failures

This paper proposes an explanation as to why some mergers fail, based on the interaction between the pre‐ and post‐merger processes. We argue that failure may stem from informational asymmetries arising from the pre‐merger period, and problems of cooperation and coordination within recently merged firms. We show that a partner may optimally agree to merge and abstain from putting forth any post‐merger effort, counting on the other partner to make the necessary efforts. If both follow the same course of action, the merger goes ahead but fails. Our unique equilibrium allows us to make predictions on which mergers are more likely to fail.     

Product Differentiation through Exclusivity: Is there a One‐Market‐Power‐Rent Theorem?

In systems industries, combinations of components are consumed together to generate user benefits. Arrangements among component providers sometimes limit consumers’ ability to mix‐and‐match components, and such exclusive arrangements have been highly controversial. We examine the competitive and welfare effects of exclusive arrangements among system components in a model of relatively differentiated applications that run on relatively undifferentiated platforms. We show that there is no “One‐Market‐Power‐Rent Theorem.” Specifically, exclusive deals with providers of differentiated applications can raise platforms’ margins without reducing applications’ margins, so that overall industry profits rise. Hence, for a given set of components and prices, exclusive arrangements can reduce consumer welfare by limiting consumer choice and raising equilibrium prices. In some cases, however, exclusivity can raise consumer welfare by increasing the equilibrium number of platforms, which leads to lower prices relative to the monopoly outcome that would prevail absent exclusivity.     

Acquirer Characteristics and Method of Payment: Evidence from Chinese Mergers and Acquisitions

This study examines the effects of acquirer characteristics on method of payment of Chinese acquirers on the basis of a sample of 1370 mergers and acquisitions that occurred between 1998 and 2008. Using both buy and hold abnormal returns and calendar time abnormal returns approaches, we find that Chinese acquirers experience pre‐acquisition abnormal returns ranging from 14.29% to 121% over the period of 12–36 months prior to the acquisition relative to three different portfolio benchmarks. In the pre‐bid period, acquisitions financed by shares outperform acquisitions financed by cash. However, in the post‐acquisition period, we document no significant difference between cash‐financed and equity‐financed acquisitions. The study also finds that acquirer market value, Tobin's Q, state ownership and leverage have significant effects on the method of payment. Copyright © 2013 John Wiley & Sons, Ltd.     

Mergers,strategic investments and antitrust policy

Established firms can diversify into new markets in two distinct modes: through internal development or through conglomerate merger. Building on a dynamic three-stage bargaining model with variable threats, this paper shows that a lenient antitrust position toward horizontal mergers can induce established firms that would otherwise not have entered to enter via conglomerate merger. The vigor of antitrust enforcement toward horizontal mergers also affects the conglomerate acquisition price but it does not influence the choice of entry mode. Finally, the paper brings to light a heretofore neglected avenue through which conglomerate mergers can increase welfare.     

OLIGOPOLY GAMES AND THE COURNOT–BERTRAND MODEL: A SURVEY

Traditional oligopoly models hold that firms compete in the same strategic variable, output (Cournot) or price (Bertrand). Alternatively, a hybrid model allows some firms to compete in output and other firms to compete in price, also known as the Cournot–Bertrand model. When the choice of strategic variable is endogenous, the established dominant strategy is output competition. A growing body of work demonstrates, however, that the Cournot–Bertrand outcome can be a subgame‐perfect Nash equilibrium in the presence of market asymmetries. Observations of real‐world markets consistent with Cournot–Bertrand behavior bolster justification for the model and have stimulated an impressive and evolving literature on advances and applications. We lay out the roots of the Cournot–Bertrand model and explore a number of model developments. We categorize 12 primary models in the literature based on alternative assumptions. In particular, some authors consider when the timing of play as well as the choice of strategic variable are endogenous. Altogether, this research identifies when Cournot–Bertrand behavior can emerge in a dynamic setting and under alternative market conditions. We also review the Cournot–Bertrand model applications in the fields of international economics, industrial organization, labor, and public economics. We expect the literature to continue to expand in the future.     

Corporate governance and the returns to acquiring firms' shareholders: an international comparison

We examine the effects of mergers on the returns to acquiring companies' shareholders for a large sample of companies from both Anglo‐Saxon and non‐Anglo‐Saxon countries over the 1980s and 1990s. With the important exception of Japan, we find similar patterns of returns across both types of countries. For a sample of 9733 acquiring companies the mean percentage gain over a short window of 21 days is 0.6%. This picture changes dramatically as the market has more time to evaluate the mergers and/or the acquiring firms. After three years, acquirers' shareholders in the United States and continental Europe lost on average 19% of their market value compared to a portfolio of non‐merging firms in their size deciles and their two‐digit industry, in Canada, Australia and New Zealand roughly 16%, and in the four Scandinavian countries almost 15%. Further analysis indicates that some mergers are consistent with the hypothesis that mergers generate synergies, but that a majority of mergers in Continental Europe are explained by the managerial discretion and/or hubris hypothesis. Our findings also suggest that corporate governance institutions in the United States and the other Anglo‐Saxon countries lead to better investment performance than in continental Europe, when one confines one's attention to mergers. Copyright © 2007 John Wiley & Sons, Ltd.     

Horizontal alliances and the merger paradox

Mergers and alliances are two organizational forms which allow firms to combine complementary capabilities to realize strategic goals; they are, in many cases, strategic substitutes. Managerial decision‐makers, therefore, require a framework for choosing between the two strategies. This paper contributes to this decision‐making process by highlighting one advantage of alliances over mergers. Specifically, while the profitability of a cost‐reducing horizontal merger is diminished by the resulting expansion of non‐merging competitor(s), an alliance, where partners collaborate to reduce costs but sell their product independently, enables its partners to realize the benefits of merging but avoid the problem of strengthening competitors. A model is developed which demonstrates the profitability of establishing such an alliance compared to a merger. The implications of this strategy for antitrust review are briefly discussed. Copyright © 2005 John Wiley & Sons, Ltd.     

The impact of access to consumer data on the competitive effects of horizontal mergers and exclusive dealing

We examine the influence of firms’ ability to employ individualized pricing on the welfare consequences of horizontal mergers. In a two‐to‐one merger, the merger reduces consumer surplus more when firms can price discriminate based on individual preferences compared to when they cannot. However, the opposite holds true in a three‐to‐two merger, in which the reduction in consumer surplus is substantially lower with individualized pricing than with uniform pricing. Further, the merger requires an even smaller marginal cost reduction to justify when an upstream data provider can make exclusive offers for its data to downstream firms. We also show that exclusive contracts for consumer data pose significant antitrust concerns independent of merger considerations. Implications for vertical integration and data mergers are drawn.     

The causes of mergers: tests based on the gains to acquiring firms' shareholders and the size of premia

Despite the large number of event studies of mergers that have been undertaken, considerable disagreement still exists over whether mergers increase the value of the merging firms, and if so why. Most event studies measure the average returns to the acquired and acquiring companies' shareholders separately, and based on these averages conclude either that mergers increase wealth, or that they reduce it. From this the authors go on to claim support either for a hypothesis about how mergers increase efficiency, or for one that claims they do not. This paper develops a methodology that uses the distribution of gains and losses across the two samples of firms, and their relationship to one another to test four hypotheses about why mergers occur: (1) the market‐for‐corporate‐control hypothesis, (2) the synergy hypothesis, (3) the managerial discretion hypothesis, and (4) the hubris hypothesis. The hypotheses are tested with data for 168 mergers between large companies from 1978 through 1990. Considerable support is found for the managerial discretion and hubris hypotheses, and some support is found for the market‐for‐corporate‐control hypothesis. Little or no support is found for the hypothesis that mergers create synergies and that shareholders of both the acquiring and acquired firms share gains from these synergies. Copyright © 2003 John Wiley & Sons, Ltd.     

Horizontal shareholding interlocks

Horizontal shareholding interlocks induce Cournot industries to restrict production. The cartelizing effects of horizontal shareholding interlocks are greater if firms are mindful of indirect shareholding links than if only attentive to direct links. Indirect shareholding exists when a firm A holds stock in B and B holds stock in C. Several algebraic examples of Cournot industries with shareholding interlocks are explored.