The European Commission's approach to mergers involving software-based platforms: Towards a better understanding of platform power

The European Commission’s digital single market policies are increasingly concerned with the impact of so-called ‘platforms’ on competition in the internal market. Whereas the European Commission acknowledges the contributions of platform companies to innovation, it also sees actual and potential damages occurring from their powerful position. As such, the European Commission aims to strengthen the enforcement of its competition law rules in this area. The main research question is how the European Commission has been evaluating the competitive effects of platforms under merger control and whether its approach is adequate to address the manifold concerns related to platforms and competition. Based on a case study analysis, we conclude that the European Commission (1) recognises the platform circumstance, their essential intermediary role in the digital industry and the importance of maintaining fair competition; (2) its analysis has been slowly evolving becoming more granular; (3) platforms’ behaviour and not their size per se is most often the central concern; (4) the proposed Digital Services Act and Digital Markets Act packages tackle platform concerns identified in the European Commission’s ex-ante analysis, signalling that its analysis seems to have inspired their creation.     

Bagging bundle benefits in broadband and media mergers: Lessons from Sky/Vodafone for antitrust analysis

The historic precedents in telecommunications antitrust findings have tended towards finding harm to competition when network operators integrate downstream and bundle the provision of applications and services. The reason for this is that market power in network provision is thought to be extended into the applications market(s). More recently however, proposed mergers have been between telecommunications and media distribution firms, both of whom have some degree of market power, already sell their own services in bundles, and who may or may not have been offering combined bundles already via contractual agreements. Examples include Sky/Vodafone in New Zealand, and Time Warner/AT&T in the United States as well as Vodafone/Unitymedia in Germany and Media Capital/Altice in Portugal. These complex proposed arrangements pose challenges to competition authorities, whose legal and procedural rules and precedents, especially those defining the relevant markets affected by the merger or vertical integration activity, have been developed from the analysis of simpler cases. These precedents may not be sufficient to analyse current cases, characterized by multiple products catering to heterogeneous consumer preferences, and consumers are not constrained to buying only one variant of the products in each of the upstream and downstream markets.We illustrate the challenges by way of a case study of the proposed merger between Sky and Vodafone, declined by the New Zealand Commerce Commission in February 2017. Limitations in existing market definition processes and the evaluation of market power where bundling already occurs risk overlooking complex demand-side interactions that influence the profitability and efficiency of various structural and contractual strategic choices. We propose that classic merger and antitrust analysis based on econometric cost-benefit analysis can be augmented by using simulation and numerical analysis of a range of bundle offers expected to be relevant in decision-making. We develop a simple model and use it to illustrate how it may be used to inform broadband and content mergers, and other complex antitrust cases, such the assessment of the effects of two-sided markets and firm pricing decisions.     

Horizontal mergers and delegation

This paper shows that the profitability of merger in oligopoly is significantly enhanced if firms delegate the output decision to an agent and then motivate the latter using strategic rent shifting contracts. Two consequences of increased profitability are that the minimum market share that the merging parties require in order to merge profitably without efficiency gains, as well as the maximum market share that the merging parties can possess in order to guarantee that a profitable merger is welfare enhancing, are reduced. A third result is that delegation cannot reduce the set of endogenous mergers.     

警惕国际并购陷阱

进入21世纪,国内企业明显加快了国际化步伐.尤其是近几年,随着数家国内有影响的大企业,通过并购进军海外市场,尽管他们更多集中在电子行业,但是这些国际化举措在纺织行业也引起企业关注.今年配额取消后,国际纺织贸易环境变得越发严峻,更多纺织企业开始思考如何真正走国际化道路?如何实现产品附加值增加?如何规避贸易壁垒等问题.     

Hold-up of anti-competitive mergers

We construct a model of endogenous mergers and study some issues of whether and how to control mergers, taking into account firms equilibrium response to policy. Anti-competitive mergers benefit competitors more than the merging firms. We show how such free-riding reduces firms incentives to merge (holdup). Firms delay merger proposals, hoping other firms will merge instead. The final result, however, is an overly concentrated market. Merger control may thus preserve competitive markets. In the presence of holdup, even reasonable policies such as requiring divestiture or using cost-benefit analysis, may be worse than not controlling mergers at all.     

Horizontal mergers and collusive behavior

In the Industrial Organization literature, it is generally felt that mergers hurt consumers; not only because of the increased industrial concentration they effect, but also because collusion becomes more likely. In this paper we show that, at least in one important case, this intuition is misguided. If a tacitly collusive agreement enforced by trigger strategies is not initially sustainable, mergers will tend to reduce the chance that it becomes sustainable in the future. This is so because the threat point implicit in the agreement becomes more favorable for outsiders.     

Vertical mergers in procurement markets

This paper uses computational methods that reveal ambiguous strategic effects of vertical mergers in a duopoly setting featuring incomplete information about sellers' costs, and differences in sellers' productive capabilities. First, vertical mergers can be jointly unprofitable. Second, the buyer's preferred merger partner is almost always the seller with lower expected costs, and is typically the larger seller. Third, vertical mergers always reduce the unintegrated seller's profits, sometimes dramatically. Finally, vertical mergers can increase total welfare. Some of the results contrast qualitatively with unambiguous findings from models with symmetric sellers, which suggests that caution should be used in drawing general inferences from those models.     

Preemptive mergers under spatial competition

Mergers for market power generally benefit outsider firms more than participating firms. Hence, outsiders should welcome such mergers between their competitors but, frequently, this is not the case. Under spatial competition some outsiders gain more than the participating firms but others might benefit less. Thus, if the number of admissible mergers is limited, firms may decide to merge to preempt rival mergers. This paper studies the incentives for preemptive merger by firms engaged in spatial competition.     

The success of mergers in Germany

This paper presents empirical evidence of the success of mergers in the Federal Republic of Germany. In general, the results show that the mergers are not successful. The shareholders of acquiring firms have to accept cumulative abnormal losses of −9.38 per cent. Returns on assets show also significant declines. According to the pattern of diversification it was found that product extending acquiring firms performed best. High cash flow enables to limit losses. Firms that have frequent experience of mergers tend to gain from their mergers.     

Endogenous horizontal mergers under cost uncertainty

This paper presents a study of endogenous horizontal mergers under cost uncertainty. Before knowing the exact values of their costs, firms decide sequentially whether or not to join a merger. After the merger decision is made, uncertainty is resolved and firms engage in Cournot competition with incomplete information about one another's costs. Due to production rationalization, the merged firms enjoy an advantage over non-merged firms in the sense that the merged firms' expected cost is lower. I show that mergers occur if and only if the uncertainty is large and that the larger the uncertainty, the greater the number of firms that will merge. Although a merger reduces competition and therefore hurts consumers, it improves productivity under cost uncertainty. I find that a merger increases social welfare whenever there are at least four firms in the industry before the merger.     

Conglomerate mergers and subsequent industry effects

The focus of most studies of conglomerate mergers has been on the effects on companies involved. Of more direct relevance to antitrust policy is the question of industry effects of this type of merger. This article looks at eleven cases of “large firm/leading firm” conglomerate mergers completed between 1958 and 1970 and examines census data to see if structure or performance of the acquired “leading firm's” market was altered due to the merger. The results suggest that industry structure is not significantly affected, but that there may be adverse performance effects when the acquired firm is a leader in an unconcentrated market with substantial entry barriers.     

Vertical mergers and selective price cutting

A number of reasons have been offered for why businesses vertically merge. These include the facilitation of collusion and selective price cutting to circumvent rigid oligopolistic prices in upstream markets. This article presents a test of the second motive using data from the cement-concrete industries. Mergers in those industries are investigated because they were a controversial series of vertical mergers. The selective price cutting hypothesis is tested using ARIMA models with intervention components. Our results do not support that hypothesis.     

Top management turnover following mergers and acquisitions

Little is known about the effects of a merger or an acquisition on an acquired company's management team. This research follows the employment status of target companies' top managers for 5 years from the date of acquisition. Results indicate that turnover rates in acquired top management teams are significantly higher than ‘normal’ turnover rates, and that visible, very senior executives are likely to turn over sooner than their less-visible colleagues. Variations in top management turnover rates, however, are not accounted for by type of acquisition (i.e. related or unrelated).     

An antitrust analysis of non-profit hospital mergers

This paper considers such issues involved in non-profit hospital mergers as relevant product and geographic markets and the impacts of mergers on competition. The roles of non-price competition, entry barriers, and merger-generated efficiencies are considered. Close attention is given to the relevance of the Justice Department Merger guideline to the hospital industry. Through detailed examination of four litigated or challenged cases, the geographic market is shown to depend upon particular medical services. Outpatient services are found to comprise a separate market from inpatient hospital services, and non-profit status is determined to warrant the usual antitrust merger treatment.     

Assessing horizontal mergers under uncertain efficiency gains

The analysis of horizontal mergers hinges on a tradeoff between unilateral effects and efficiency gains. We examine the role of uncertainty in this tradeoff. In theory, the attitude towards uncertainty depends on the curvature of the social objective function. On the one hand, adjustment effects, both on the consumers' and firms' sides, tend to make consumers' surplus and firms' profits convex. On the other hand, pass-through effects may act in the opposite direction. We show that convexity prevails in a number of situations, including the most general linear demand model. Implications for empirical merger analysis are exposed.     

Modeling the effects of mergers in procurement

In procurement settings, mergers among suppliers reduce buyers' choice sets and can harm buyers by eliminating their preferred supplier or reducing their negotiating leverage. I develop a stochastic economic model that predicts the effects of mergers based on information that commonly is available to antitrust authorities. I derive general expressions for the ex ante expected changes in price, buyer utility, and supplier profit. Each becomes tractable under certain distributional assumptions. The model predicts that average prices will increase by more than 40% due to the recently litigated acquisition of Power Reviews by Bazaarvoice, in the absence of an effective remedy.     

The 1984 justice department guidelines toward horizontal mergers

This paper examines the treatment of economic efficiency in the 1984 revision of the Department of Justice's antitrust Merger Guidelines. An overview of the evolution of the guidelines toward horizontal mergers is presented emphasizing three key areas where changes have occurred. A model is developed following O. Williamson framework is extended to link changes in market concentration (as measured by the Herfindahl-Hirschman Index) that result from a horizontal merger to changes in market power (as measured by price-cost margins). Finally, the cost reductions (economies) required to offset increases in market power are developed in a simulation model. The paper concludes with an application of the model to the LTV-Republic Steel merger.     

Leveraging brand equity in business-to-business mergers and acquisitions

Every acquisition provokes a branding decision—should the acquirer absorb the acquired business by renaming it under its own name to convey to the market that ownership and the way of doing business has changed, or should it allow the acquired company to continue trading under its old name so as to avoid damage to its existing customer franchise? This is a complex management decision but one which apparently receives little attention. This paper draws on the B2B branding and M&A literatures to create a model of brand equity transfer. The model assumes that rebranding of an acquired company under the name of the new parent can yield positive benefits if the new parent has higher brand equity than the acquired company. A case study of an acquisition of a national construction materials company by a larger international group provides an illustration of the transfer process.     

Ecological investigation of firm effects in horizontal mergers

Using an ecological lens, we extend strategic management and industrial organization theory to investigate the performance effects of horizontal mergers. We theorize that firms differ in their ability to benefit from horizontal mergers; that the products involved in the merger differ in their ability to attain and sustain any increase in performance above their premerger level; and that resource niches in which each product competes differ in terms of competitive constraints. We then test these predictions using longitudinal data specified at the product–market level, a unit of analysis that is less influenced by aggregation bias than are industry, firm, and even line-of-business level data. Our findings demonstrate how organizational ecology, when coupled with strategic management and industrial organization economic theories, can enrich our understanding of horizontal mergers. Copyright © 2001 John Wiley & Sons, Ltd.