Spillovers, Investment Incentives and the Property Rights Theory of the Firm

This paper examines the property rights theory of the firm when a manager's relationship-specific investment can be partially appropriated by the owner of an asset even if cooperation breaks down. The investments of non owners may then be devalued, but are seldom wholly lost to the owner. With such spillovers, the outside-option principle can be incorporated into the Grossman-Hart-Moore framework without implying that ownership demotivates. Enriched predictions on the determinants of integration emerge.     

The Efficiencies Defense in the 2010 Horizontal Merger Guidelines

We analyze the efficiencies defense that is contained in the 2010 Merger Guidelines, which provides the most current statement of the Agencies?? enforcement philosophy and procedure. Most of our attention centers on efficiencies in production, but we also address merger-specific efficiencies that may lead to improved product quality, enhanced services, or even to the introduction of entirely new products. We begin with the analytically clean case of merger-specific efficiencies that are accompanied by monopoly power. From the perspective of either consumer welfare or social welfare, this presents the welfare analysis that should guide merger policy. We, then, examine the errors that may arise due to the restricted role that efficiencies play in Section 7 enforcement. Finally, we close with some policy recommendations.     

国有控股、最高决策者激励与公司绩效

国内研究认为股权结构、董事会和高管激励对公司绩效有影响，而上市公司“国有一股独大”的国情使前两者不会有实质性作用；对于后者的研究则忽略了最高决策者在公司中的重要性。本文以1993—2002年数据为样本，研究国有股代理人(董事长和总经理)激励对公司绩效的影响。发现董事长是公司最高决策者，除政治激励能显著改善绩效外，最高决策者金钱激励、国有股权性质、两职合一、债权人治理等都和绩效没有显著关系；意味着只有将政治激励所附带的财富效用降低到一定程度，金钱激励才可能成为有效治理机制。     

One‐Stop Shopping Behavior,Buyer Power and Upstream Merger Incentives

We analyze how consumer preferences for one‐stop shopping affect the (Nash) bargaining relationships between a retailer and its suppliers. One‐stop shopping preferences create ‘demand complementarities’ among otherwise independent products which lead to two opposing effects on upstream merger incentives: first a standard double mark‐up problem and second a bargaining effect. The former creates merger incentives while the later induces suppliers to bargain separately. When buyer power becomes large enough, then suppliers stay separated which raises final good prices. We also show that our result can be obtained when wholesale prices are determined in a non‐cooperative game and under two‐part tariffs.     

企业网络与企业边界理论

在对现有企业边界理论进程重新梳理之后，我们从管理理论中抽象出经济学意义上的企业网络概念。在此基础上，我们对企业的类型进行了重新分类，并界定了每种企业的边界以及相应的经济含义．希望对进一步理解企业和市场的关系提供新的研究视角和思路。     

Empirical Analysis of Merger Enforcement Under the 1992 Merger Guidelines

This paper presents an analysis of merger enforcement at the Federal Trade Commission under the 1992 Merger Guidelines. The econometric analysis suggests that enforcement decisions are best predicted with the Herfindahl index when the relevant theory is collusion and the number of significant rivals when the relevant theory is unilateral effects. Evidence such as “hot” documents, customer complaints, and historical events suggestive of past competitive problems also increase the chance of a challenge. Mirror image considerations suggestive of continued post-merger competition (“cold” documents, customer support, and procompetitive events) reduce the probability of challenge in one specification. This article is based on non-public data obtained from Federal Trade Commission internal files. The Commission’s General Counsel has authorized publication of such data in aggregated form under Commission Rule 4.11(g), 16 C.F.R. 4.11(g). I would like to thank David Scheffman, Paul Pautler, Elizabeth Callison, and Jeffrey Fischer for helpful comments on the project and Anthony Alcorn, Brian Cross, Fulvio Cajina, Paul Golaszewski, Wendy Hanson, Janet Ireland, Karl Kindler, Michael Madigan, Madeleine McChesney, Joseph Remy, and especially Matthew Tschetter for research assistance in assembling the data. Of course, the analyses and conclusions set forth in this paper remain those of the author and do not necessarily represent the views of the Federal Trade Commission, any individual Commissioner, or any Commission Bureau.     

Price-Performance Competition and the Merger Guidelines

While analysis of competition among differentiatedproducts has evolved under the revisions to theMerger Guidelines since 1982, it remains adhoc. This paper argues that price and performancecompetition among differentiated products is the rulerather than the exception and proposes methods toexplicitly analyze both forms of competition. Themethods address price and performance competition indemand and supply, explicitly incorporatingcompetitive responses as called for by the 1992 Guidelines. Empirical implementation is discussed for a specificmarket.     

Unpacking Firm Exit at the Firm and Industry Levels: The Adaptation and Selection of Firm Capabilities

Evolutionary theory of business activity studies how firms are selected out of environments in which they do not fit, but most existing work underemphasizes the distinction between acquisition and dissolution as selection processes. We address this gap with a multilevel analysis that investigates how managerial and functional organizational capabilities affect whether struggling firms exit by acquisition or dissolution. We demonstrate that managerial and functional capabilities have heterogeneous effects on selection processes, with managerial capabilities having particularly strong influence on acquisition exits by struggling firms. The work provides a bridge between adaptation and selection views on organizational change; exit by dissolution represents selection of both firms and capabilities, while exit by acquisition represents firm selection but capability adaptation. Copyright © 2011 John Wiley & Sons, Ltd.     

Market Definition and the Merger Guidelines

The recently issued revision of the US Horizontal Merger Guidelines, like its predecessors and mirrored by similar guidelines throughout the world, devotes substantial attention to the market definition process and the implications of market shares in the market that is selected. Nevertheless, some controversy concerning the revised Guidelines questions their increased openness toward more direct, economically based methods of predicting the competitive effects of mergers. By contrast, this article suggests that, as a matter of economic logic, the Guidelines revision can only be criticized for its timidity. Indeed, economic principles unambiguously favor elimination of the market definition process altogether.     

Incentives and management styles

In a principal-agent framework, we explain different managing styles. In our model, there are two vertical tasks — an upstream task for improving the project's potential environment, and a downstream task for implementing the project. The downstream task must be done by the worker, but the upstream task can be done by either the manager or the worker. An effort for the upstream task is a hidden action of the party in charge of the task. The realized project environment is the manager's private information. We show that, when the upstream task is easy, the manager may assign the task to herself, even if her opportunity cost is larger than the worker's (a bias in favor of micro-management). When the upstream task is hard, by contrast, the manager may assign the task to the worker, even if her opportunity cost is smaller than the worker's (a bias in favor of macro-management). We also discuss distortions in the project output schedules in each case to show that the central trade-off is efficiency in task allocation versus efficiency in project output.     

Merger statistics and merger policy

It is widely believed that the 1950 amendment of Section 7 of the Clayton Antitrust Act has diverted merger activity away from horizontal and into conglomerate forms. Examination of the Federal Trade Commission Large Merger Series replicates existing substantiation of this belief, but only up until 1968. Further examination of the data shows a perceptible weakening of the horizontal-merger deterrent in the following eight years. One possible explanation is that all the attention devoted to the “conglomerate problem” after 1968 implied that horizontal mergers were neither as bad nor as illegal as existing case law had made them.     

Innovation and Merger Decisions in the Pharmaceutical Industry

There is increasing public policy concern about the potentialeffects of mergers on innovation. This paper provides acomparative analysis of approaches to innovational competitiontaken by the E.U. and U.S. merger authorities in a sample of threerecent, major, pharmaceutical mergers. The European Commission'sapproach appears lighter handed and places more explicit emphasison effects in downstream markets. The uncertainties in the analysisof dynamic effects of mergers on innovation, even in pharmaceuticals,suggest the need for a cautious approach and for careful framingof any merger remedies where R & D projects and components, ratherthan approved drugs, are involved.     

Merger Guidelines and the Limits of Our Understanding

The merger guidelines have evolved from a structural standard for determining the legality of mergers to an open-ended evaluation that attempts to predict whether some specific harm to competition is likely. These efforts have been unsuccessful; moreover, mergers generally contribute no positive economic gain. Blocking mergers that may have little or no adverse effect on competition will not cause significant economic harm; but the failure to interdict mergers that do cause harm imposes significant costs on the economy. Merger enforcement policy should return to the structural method of the 1968 Guidelines as well as impose stricter structural standards.     

论企业与市场的相互融合

当代经济组织发展的新趋势是企业与市场相互融合。一方面,企业吸收市场的比较优势,在经营层次上利用市场机制替代科层机制,在战略层次上用模块协调代替行政协调,是权威和价格这两种资源配置方式的有机融合。另一方面,市场利用企业的比较优势,在管理上引入科层机制来提高交易效率和降低交易费用。总之,企业中有市场,市场中有企业,企业和市场都是一种以模块化运作为基础的网络。     

On the Consistency of Merger Policy

This paper presents a way to get around the information problem facing outside analysts who want to scrutinize competition authorities' decisions. A formal model of how decisions are taken is applied to infer information that is available to the authorities but not to the outside analyst. If the information thus inferred from several decisions is incompatible, it is claimed that the policy executed by the competition authorities is inconsistent. A case study is presented of two recent decisions by the Norwegian Competition Authority on proposed mergers in the Norwegian insurance industry, indicating they most likely were mutually inconsistent.