EFFICIENCY GAINS AND STRUCTURAL REMEDIES IN MERGER CONTROL*

This paper studies the role of structural remedies in merger control in a Cournot setting where (endogenous) mergers are motivated by prospective efficiency gains and must be submitted to an Antitrust Authority (AA) which might require partial divestiture for approval. From a merger policy perspective, this paper's main contribution is two‐fold. First, it shows that if mergers do not involve all firms in the industry, then merger remedies help the AA to increase consumer surplus only if assets are divested to competitors already in the market. Second, it presents a model which clarifies that there can only exist social costs to ‘over‐fixing’ the anticompetitive effects of a merger if merger review policy treats mergers as one‐time events. When a more dynamic view is taken of sequential merger review, then there can never be an ‘over‐fixing’ problem. In this case, however, remedies are shown to be needed to make myopic merger review optimal.     

Firm-specific time preferences and postmerger firm performance

This study investigates the role of firm-level discount factors in evaluating the impact of mergers on market outcomes. Discount factors reflect time preferences for future cash flows and are used to determine the present value of investment projects such as mergers. Firm-specific discount factors imply that firms may attach different present values to mergers. We elicit firm-specific time preferences and identify firms’ discount factors using firm-specific production data while building on the existence of learning-by-doing in the semiconductor industry. Our estimation results show that firm-specific discount factors explain firms’ production decisions. We also find that firms’ discount factors and merger acquisition strategies explain heterogeneous merger outcomes. Our results show that acquiring firms characterized by low discount factors (impatient firms) are highly efficient and merge with highly efficient and innovative firms. Impatient acquirers achieve relatively higher efficiency gains in the short run than patient acquirers and adopt acquisition strategies that put more weight on achieving instant efficiency gains. In contrast, patient acquirers are least efficient and merge with firms that are larger than themselves. Patient acquirers place more value on achieving efficiency gains in the more distant future.     

Comment on “Merger Policy in the United States”

This paper comments briefly on a merger policy article by Dennis Mueller. It concurs with Mueller's judgment that X-efficiency consequences are of crucial relevance in developing a sound antitrust policy toward mergers. It agrees also that firms proposing mergers overstepping structural guidelines should be permitted an efficiencies defense, but it stresses the difficulties of making ex ante efficiency predictions.     

Who's acquiring whom? — Experimental evidence of firm size effect on B2B mergers and marketing/sales tasks

A recent study has revealed a marked growth in global mergers and acquisitions between firms from developed and developing countries. Unlike previous merger waves, however, companies in emerging markets are playing an increasingly important role. This highlights the need for greater scrutiny of more, and diverse, aspects of mergers. In particular, the size difference between firms involved in mergers and its impact on merger outcomes are of interest. This paper examines whether the involvement of differing numbers of employees (either from the acquiring firm or from the acquired firm) may influence merger success. Drawing on previous work in understanding organizational culture and merger dynamics, we conduct a laboratory experiment that not only confirms the presence of learning and conflict in organizational cultures in mergers but also presents new findings in relation to the relative size of the firms involved.     

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.     

Airline horizontal mergers and productivity: Empirical evidence from a quasi-natural experiment in China

The identification of possible efficiency gains is a core issue in the analysis of mergers. However, empirical studies are generally subject to bias caused by merger endogeneity. In the early 2000s, the Chinese government pursued a strategy of merging small firms in key industries to create large enterprise groups. Mergers created by this policy provide a rare quasi-natural experiment to investigate the effect of mergers. We take the opportunity to apply the difference-in-differences approach to identify the effect of mergers on the efficiency of Chinese airlines. Overall, our analysis suggests that the mergers increased the productivity of Chinese airlines.     

Cournot Oligopoly Conditions under which Any Horizontal Merger Is Profitable

Findings in economic theory suggest that horizontalmergers involving firms with aggregate market shareless than 50% are unlikely to be motivated by theconsequent reduction in competitivity. The resultsarise because, absent cost efficiencies, quantity-settingfirms in small mergers are impoverished by the merger.We demonstrate that this conclusion is a consequence ofthe strong restrictions imposed on the demand function,and we identify a well-behaved demand function suchthat any set of merging firms benefits from the reductionin competition even when there are no cost efficiencies.     

The determinants of merger waves: An international perspective

One of the most conspicuous features of mergers is that they come in waves that are correlated with increases in share prices and price/earnings ratios. We use a natural way to discriminate between pure stock market influences on firm decisions and other influences by examining merger patterns for both listed and unlisted firms. If “real” changes in the economy drive merger waves, as some neoclassical theories of mergers predict, both listed and unlisted firms should experience waves. We find significant differences between listed and unlisted firms as predicted by behavioral theories of merger waves.     

LARGE IS BEAUTIFUL: HORIZONTAL MERGERS FOR BETTER EXPLOITATION OF PRODUCTION SHOCKS*

The profitability of horizontal mergers is investigated in a situation in which firms face a production shock and therefore are uncertain about their future costs. I show that, due to production rationalization, small‐scale mergers can be profitable if the uncertainty is large. The efficiency gain in production also implies benign welfare consequences. Under cost uncertainty, a profitable merger always improves social welfare if no more than half of the industry's firms are allowed to merge. Finally, I show that the incentives to merge depend on the information structure. Firms are less likely to merge when they possess more information.     

On the competitive effects of vertical integration by a research laboratory

An independent research laboratory owns a patented process innovation ready to be used by an industry that produces differentiated goods. We analyze whether the laboratory prefers to license the innovation as an external patentee or to merge with one of the firms in the industry, licensing the innovation as an internal patentee. Under linear demand and Cournot competition, we show first, that the vertical merger is profitable only in the case of small innovations, whereas a merger increases welfare only for significant innovations; second, all profitable vertical mergers reduce welfare. However, some profitable mergers are welfare improving under price competition.     

企业横向兼并理论及模型研究综述

首先分析了企业横向兼并战略产生的背景,然后分别从外生兼并行为、内生兼并行为和动态兼并行为角度系统地介绍同质产品市场企业兼并动机与效应、异质产品市场企业兼并动机与效应以及网络外部性产品市场企业兼并动机与效应等各种理论研究模型,并评述了各种理论研究模型的结果与存在的局限性。     

Mergers that harm competitors

Standard models of oligopolistic interdependence predict that firms remaining outside of a horizontal merger will benefit from it. Why, then, do nonparticipating firms feel threatened by mergers? This paper shows that under reasonable conditions a non-participating firm is harmed by a merger. The analysis is based on a spatial equilibrium with suppliers and demanders located at fixed points. Mergers harm non-participating firms as a result of the decrease in the level of marginal costs of the merged firm attributable to decreased output in markets where competition is eliminated. This lowered marginal cost makes the merged firm a more formidable competitor in markets in which outsiders participate. This effect is in almost all cases sufficient to make outsiders worse off after a merger. Simulations on a sample of spatial equilibria show that the harm to outsiders is a reliable index of the harm that the merger causes to social welfare.     

基于兼并成本和协同效应的横向并购研究

进入新世纪后,中国企业的并购活动越来越频繁。本文基于SSR模型,引入兼并成本和协同效应,研究并购厂商的并购动机以及并购行为对社会福利的影响,分析协同效应与兼并成本之间的关系。得出结论:当协同效应使厂商增加的利润大于兼并成本时,并购厂商总是愿意并购;并购后,福利在消费者和非并购厂商之间转移。当协同效应和兼并成本满足一定条件时,横向并购才可以增加社会福利。     

Cross-border mergers and acquisitions by Chinese listed companies: A principal–principal perspective

Chinese listed firms have gained the world’s attention with several ambitious, high-profile cross-border mergers and acquisitions. In most of these deals, the Chinese government is the largest shareholder of the acquiring firms. As such, it may be the case that the Chinese government pushes through such deals even though they are not in the best interests of minority shareholders, giving rise to principal–principal conflicts. Along these lines, we hypothesize that increased government ownership in the acquiring firm will be associated with investors viewing a cross-border merger deal in less favorable terms. In addition, we hypothesize that environmental complexity will moderate this negative relationship. We test our hypotheses with a sample of cross-border mergers and acquisitions involving Chinese firms from 2000 to 2008. We find support for the main hypothesis, that is, that investors are indeed skeptical of cross-border mergers and acquisitions deals when the government is the majority owner (i.e., principal–principal conflicts). However, we find no support for the moderating effect. We discuss the implications of these findings for researchers and practitioners and suggest future research directions.     

The effect of horizontal mergers,when firms compete in prices and investments

Motivated by a number of high-profile antitrust cases, we study mergers when firms offer differentiated products and compete in prices and investments. Since the net effect of the merger is a priori ambiguous, we use aggregative game theory to sign it: we find that absent efficiency gains, the merger always reduces total investments and consumer surplus. We also prove that there exist classes of models for which the results obtained with cost-reducing investments are equivalent to those with quality-enhancing investments.     

ENTRY DETERRENCE BY NON‐HORIZONTAL MERGER*

We study when and how pure non‐horizontal mergers, whether cross‐product or vertical, can deter new entry. Organizational mergers implicitly commit firms to more aggressive price competition. Because heightened competition deters entry, mergers can occur in equilibrium even when, absent entry considerations, they do not. We show that, in order to prevent a flood of entrants, mergers arise even when a marginal merger costs incumbent firms more than does a marginal entrant.     

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.     

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.     

Exploring the incremental merger value from multimarket and technology arguments

We address the question through which channels mergers create incremental value to merging firms and consider various product market and technological arguments. Based on the pairwise stable allocation concept, we estimate firms’ pair-specific (incremental) merger value functions. Our results show that technological arguments contribute to the majority of added merger value. We also find that market power arguments across multiple markets contribute to explaining incremental post-merger value. In contrast, multimarket strategic effects do not add merger value. Our estimated match values are aligned with the merging firms’ post-merger stock market performance.     

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.