companies merge to concentrate market share, i.e. eliminate competition, i.e. increase prices, i.e. monopolize. Let's not ban just monopolies, let's also ban monopolize.

Like Twitch and YouTube.

Here's what they teach in business school: if you have a cloud computing business, and you have an advertising business, and your cloud business wants to advertise its services, should the cloud business get a discount on the ads, maybe the ad business has some surplus capacity you could soak up for free? Nope. The cloud business taking advantage of "free" ads from your ad business will make the health of the cloud business look better than it is. It will cover up overcapacity in the ad business, hiding the poor way it is being run. To properly assess your two businesses so you can make internal investing decisions, you need a clear picture of how those two businesses are operating in their respective markets. If a competitor is selling ads cheaper than you are, your cloud business should buy them.

So, if this is how managers and cost accountants are trained to think rationally, well guess what, that's what markets are good at.

Vertical integration is part of the monopolization problem.

Maybe the bottler bottles for multiple companies. Maybe Coca Cola could redesign their own bottles to target specialized bottle-filling machines, and Coca Cola would have enough volume to use all of that bottler's capacity.

But the bottler won't invest in the machines, because they don't want to only bottle Coca Cola products. And absent that, the bottles never get redesigned and the efficient machines never get bought. And absent that, Coca Cola is more expensive than it could be.

Or maybe absent an integration, the product offering isn't what the market really wants, because it doesn't want to have to combine two things.

Vertical integration can breed efficiency.

It can also breed monopoly, but you need to address the iron man if you're making an argument.

Shuffle here, shuffle there, viola! Tax evasion.

All joking aside, supply chain shenanigans are a nightmare.

Or perhaps "Anyone with contractual obligations to one of the merged companies is released from those obligations".

Both of those would be half way to just dissolving one of the companies and re-hiring the staff by the other company to release a similar product.

This sounds very extreme to me, sometimes acquisitions are done exactly because the buyer is interested in the other company's IP. This would be a showstopper even in the cases where the buyer really wants to use the IP it is going to aquire.

How many of those cases produce an outcome that is beneficial to the public?

Also, this is easily circumvented by just buying the crucial assets of a competitor, like trade secrets, factories, offices, patents, etc.

don't confuse economic profit with accounting profit: the promise/goal/benefit of competitive markets is that economic profit goes to zero. (quickest way to describe the difference is, there are dry cleaners dotting the landscape in competition with each other, they make income which pays the owner's living including saving for retirement, kids college fund, etc. That's accounting profit. That's not economic profit, which is why you don't see VCs and investment banks investing in dry cleaning startups.)

Another important aspect of competitive markets is that weak companies die, and new companies enter, what Schumpeter called creative destruction. The 10 firms "losing money" is 10 firms competing, some of whom will fail. The 8 firms making healthy profits with fat (and lazy) R&D departments is attractive for disruption.

And your second paragraph fails to address my point too. I acknowledged that in the long run, the health of the industry could be restored by some of the firms failing. But that can take way too long, and in the meantime, all of them are capital-starved and unable to invest in improving their businesses.

But then Company B agrees to buy them for $1 so that they continue running. Pays the employees, and continues running the service for customers.

Ban it?

I know this is already a stressed straw man in the first place but M&A are aren't a short simple process anyway. Adding some oversight isn't going to change that.

Yes there are tradeoffs to more regulation vs total anarchy/free market. That doesn't mean they're not worth it. "Good" is not the enemy of "perfect" and all.

Youtube, for one: https://techcrunch.com/2011/10/30/the-entire-1-65b-acquisiti...

Android as well, if I'm remembering correctly.

They don't necessarily need to complete the acquisition in a week, just get the broad details negotiated and agreed to. Given the GP's bankruptcy example, if they thought it was worth the risk the acquirer can extend a bare minimum amount of credit to keep the company alive while they do the rest of due diligence and finish the acquisition, folding it into a breakup fee.

Virtually every single bank failure that happens results in an M&A that is negotiated over a weekend.

Most recently Credit Suisse collapsed in March. UBS bought it on Monday, March 19, after negotiations began on Friday, March 16. UBS offered a price that was 60% lower than the Friday closing price. The deal was accepted.

A homeless man that has 6 hours left to live in the cold winter often cant get shelter, because instead we are really concerned with caterting the entire fabric of society to fictiontion problems that might one day affect a mismanaged business.

Clearly there are serious scenarios outside M&A where we accept terrible failures due to regulations. Why not accept some in M&A as well?

I think one could argue that the business failure is likely to affect more people, therefore it’s a greater impact. Still, I ultimately agree with this stance (in the context of business survival, not personal); failure is an inherent risk of business.

The context in this discussion is comparing the hypothetical of a homeless person dying due to a systemic failure to the hypothetical of a business going bankrupt (without being acquired) due to a systemic failure.

This concept of presumed innocence ought to apply to this hypothetical homeless person: why not give them shelter (analogous to allowing M&A) by default, until someone decides it’s a problem? If a society is willing to accept this personal death, they should be willing to accept a business failure.

versus scenario 2, Company A is profitable. Company B is smaller, but up and coming. An announcement is made that A will buy B and everything will be better. Layoffs ensue, product lines are dropped, employees and customers are very unhappy, but prices and profits are up.

Since scenario 2 is quite common today, and scenario 1 is relatively uncommon, yes, ban it, that's a better way to run markets.

We're conducting a thought experiment here. So we think through the implications and try to figure out if there is a way to achieve benefits for all, benefits that we know exist. Don't be scared of a single negative scenario, have to look at the big picture, what is better overall. I'm glad billionaires have the freedom to build kooky submarines that other multimillionaires can climb aboard and go on dangerous adventures, sometimes ending in the ultimate sacrifice. Why a whole bunch of other people who were uninvolved engage in weeks of hand-wringing, I can't grok at all.

I'm highly skeptical that heavily restricting buying and selling of companies in general will be a better way to run a market when it seems your goal is to prevent monopolies (or put another way, ensure competition).

Laser focused policies work for a short periods but tend to be worked around quickly as the thing they regulate falls out of favor in lieu of something functionally the same but different enough it doesn't match. Blanket policies tend to stifle the market in general, causing other problems. Rather than assuming that any specific law actually "solves" the problem, we'd probably be much better off setting criteria we're trying to match and and reassessing regulations regularly to try to meet that criteria. Anything unresponsive will be routed around.

ah, the markets I am talking about are goods and services markets. Financial markets, they take care of themselves, and at the same time garner no sympathy from the majority who don't participate in them.

if monopolies emerge some other way, sure, break 'em up just the same.

But right now we let the market consolidate to the point where major industries have 2-4 major players with 80-90% market share between them.

I support the "no M&A" policy.

Would anyone ever invest in startups, in that scenario?

Because they are expecting that the startup will turn into a profitable business, maybe?

Being acquired is very far from the only way that an investor can see returns.

And, hey, if the business is successful, you own part of a successful business.

I feel old and you goddamn kids better be off my lawn by the time I get back with the shotgun.

The way you do it is the way it's always been done historically: offer a value proposition that justifies the money. And don't offer it for free at the beginning. People rightfully get very angry if you change the deal after they've come to rely on your product or service.

I still am clueless as to how to generate a network effect without giving things away for free. And as you said, once it's free, it's expected to remain free

The cynical me says that some people are able to generate a network effect because of fame or because of an existing network to which they belong (i.e. being chosen at YC or published in a newspaper). For example, FB was promoted to death in all US campuses for free during the 2000s. I wonder how that happened (honest question)

Are we discussing drug cartels? Because this reads literally like it could apply only to a highly criminal business.

We're just talking about a situation where some existing large interests have a lucrative business peddling some pretty addictive stuff, and they want to make sure nobody else encroaches on their turf. To that end, they're willing to spend a lot of money to "make the problem go away". Sometimes that means bringing the upstarts into the fold!

Not at all like drug cartels.

Sometimes it means asking the upstarts to say hello to your little friend.

Consider: if it is as you're implying, that investors expect their returns to be realized mainly through acquisition, and if it's indeed common that startup acquisitions are done to kill a potential competitor, then... all the investors are doing is extorting large corporations. If you include IPO in the picture, they're also alternatively robbing the public.

If it's just rich getting richer by pulling money out of megacorps and large populations, then this is... literally the opposite of useful, valuable contribution to the society.

The way I see it, the above isn't 100% true, but it seems true in majority of cases, which makes me inclined to support the "M&A ban" idea.

Not necessarily.

In fact, based on my experience I'd wager that in the bulk of the cases a bankruptcy would be far simpler from a paperwork perspective (but harder on the creditors).

Again, though, I'm not advocating for that position. I'd hate to spend part of my life building a business and not be able to cash out when the time comes for me to retire.

You can perfectly cash out by selling your business to private equity, or to anyone really.

Ban on M&A just means you cant sell a social network to Facebook, but you could sell it to Microsoft, to Autodesk, to Berkshire capital, etc.

Company B can instead spin up its own business and ask Company A to advertise for them, but anything else is just selling out users.

So while possible in theory, if it's impossible to happen in practice, it's not a valid counterargument to a practical proposal.

If Company A was providing a service that people found helpful, someone else who is more competent at running a business will step in to fill that need. Employees will flock to the new better run business or move to some other better run business.

When new companies have to step up to provide popular goods and services that were previously being provided by failing, poorly run companies, it results in innovations and new ways of doing things instead of just letting bloated industry giants continue to be propped up artificially by restricting consumer choice.

Having more players in a market also increases resiliency and improves stability. If one company runs into problems, the others in that space can pick up the slack. No more "Too Big to Fail".

But I agree that the vast majority of mergers that make the news are not good for consumers.

Agree on scrutinizing M&A of competitors.

Banning all M&A would run into a brick wall of unintended consequences. If no one can sell their business, then a significant percent of potential small business owners just wouldn't start businesses.

Then what would happen? Those people would go get jobs. Instead of them owning the things they create, those things would be owned by their employers. Instead of having the issue where someone goes and creates Goodreads but it gets bought by Amazon, nobody would ever create Goodreads. All you've done is save Amazon the acquisition cost.

They could sell it to another mom and pop? It's only an M&A if the shop is bought by / becomes part of another business.

If nobody wants to continue running the independent shop, it doesn't make much difference to consumers if a chain buys it, or if it closes down and the chain just opens a new shop there.

> If nobody wants to continue running the independent shop, it doesn't make much difference to consumers if a chain buys it, or if it closes down and the chain just opens a new shop there.

You're pointing out exactly why banning M&A would be good for big businesses. Now instead of having to buy out the little guy, they just wait for it close and then buy all the assets (can assets be sold under this regime? do you just have to throw everything away?) and reopen under their own name. Now the mom and pop lost a bunch of money and the big company got a new location at a big savings.

Sometimes people want to exit. They want to retire, move onto a new chapter of their lives and not be involved in the business anymore.

Finding new management doesn't allow that - they can take on the day to day, but you still own the place and are ultimately responsible.

Keeping it in the family isn't an option if you don't have family that want it. If you have multiple family members that want it, you can give it to one and probably cause conflict, or you can have them share management/ownership of it and probably also cause conflict.

Turn it into a co-op? What if the owners have no idea how to do this? What if they don't want to?

Why should people who have created a business not be allowed to sell it and cash out? Why can't they get a payoff for their investment and move on? The solutions you're proposing are all about the community and totally ignore the actual people who spent years of their life getting the business going and probably took meaningful financial risk to do so. Why should we just ignore their desires and tell them what they're allowed to do with their business?

It's prevalent everywhere you look. As you say, M&As let small business owners retire or move away, without being prisoners of their own business. But the failure mode is companies being built with exit in mind, existing to be flipped - this is doing huge damage to the markets and peoples' lives right now.

Or take housing: it's nice that individuals have a way to sell their house and recover some of the money and effort put into it, when their kids leave the nest, or they retire, or they just want to move to some other location. But the failure mode of this is flipping - people and companies who buy properties, "improve" them to maximize resale value, whether the "improvements" make any sense or not for future tenants, and sell them to various actors. This creates a huge distortion on the real estate market, to the point that housing is now built for flipping, not for living.

(There's also a secondary and equally socially bad effect of owners opposing anything whatsoever that could lead to drop in (growth of) housing prices in their area.)

Or take finance: it's not hard to see the failure modes created by professional finance class, that's busy optimizing money flows in isolation from everything they relate to in the real world.

Or, take corporate management, and the rise of MBA class: specialists in running business as an abstract profit-generating machine, in complete isolation of what the business does and means in the real world.

Etc. etc.

This is the big problem I think we're facing: stopping over-optimization.

Thiz is a fantasy, these businesses were not going bancrupt - they were challanging big business and making a killing. Your scenario is detached from reality

Assuming that they close. If it continues to be successful and they can find someone else to run the business when they retire than Big Business never gets a chance to move in. If they don't, Big Business can buy their assets and try to open a new store there just like anyone else could.

Either way, everyone is happy. The owners of the store still retire, and the Big Business gets a chance to outbid everyone else who wants to move into a market that's already proven itself to be a success. That happens enough right now and it's not caused the collapse of society.

> Now the mom and pop lost a bunch of money and the big company got a new location at a big savings.

Why would Big Business acquire the store by paying Mom & Pop more money than M&P would have made letting it close and putting the assets up for sale to the highest bidder? Seems like the smart move for Big Business in that case is to wait it out anyway. If Big Business can convince Mom & Pop to let them be absorbed for less money than Big Business would have had to pay them at auction then M&P still loses money.

The way you typically do this is by selling the business to someone who wants to continue operating it.

> Either way, everyone is happy. The owners of the store still retire

Owning a business that is managed by somebody else in retirement is not the same as selling the business and retiring. If you still own the business, you are still responsible for it. If you have a great manager and just collect your checks from it, great! But what if that person quits suddenly/dies/etc.? Now you're managing the business again. If the manager of the business needs to work in it (e.g. retail store manager) and you moved away, now you've gotta get back there and start running it again.

Lots of answers in here speaking from very theoretical perspectives with a clear lack of understanding of the actual day-to-day reality of what owning a small business looks like.

Why did the big company save money this way? If it's cheaper for them to just wait for bankruptcy, why don't they just always do that?

It seems the only answer is that they are counting on continuing the popular "brand" of the independent store. But that brand is exactly tied up to this store not being part of the big chain, so continuing it would be pure deceit.

Or as ClumsyPilot says, the business wasn't going bankrupt at all. Bit chain just wanted it, and now they can't.

The $x million limit can be decided upon based on the industry and other factors.

>nobody would ever create Goodreads

Lots of people create of businesses and pursue non-profitable enterprises for non-profitable reasons.

Yes, that’s usually what happens if they don’t have family to take over the business or employees to sell the business too.

>business owners just wouldn’t start businesses.

Maybe in the VC world but those aren’t small businesses are they? Are people really starting restaurants and yarn shops solely so they can sell the business later down the road? Or is it because they have an entrepreneurial spirit and want to build a business the community is lacking in.

It’s hard to believe you honestly think people only start businesses so they can sell it later on.

No, believe it or not, most people with small businesses, which are worth hundreds of thousands or single digit millions of dollars, don't just let the asset disappear for no value when they can find a broker and sell it.

> Maybe in the VC world but those aren’t small businesses are they?

What are you talking about? The first sentence of my post that you're responding to literally says "mom and pop hardware store" - where do you see anything about VC funding?

> It’s hard to believe you honestly think people only start businesses so they can sell it later on.

At no point did I say that. I would wager heavily that you've never owned a small business.

Most people don't start businesses for the sole purpose of selling them, but the fact that you can sell your business is important for all kinds of reasons. Businesses generally require startup capital, much of which is provided by small business loans that the owner must personally guarantee. If you're not allowed to sell your business, you're trapped under those loans. Need to move somewhere? You can't. Want to get out and get a job? You can't.

Think of it like buying a house. If you couldn't sell a house, how do you think that would affect the market? I'll tell you how - more people would rent, because otherwise most of them would be trapped in their home for the life of the mortgage. Does that mean that most people buy homes solely so they can sell them later down the road? It does not.

There's no problem if a company with 2% of the market merges with another company with 2% -- it tends to lower prices by removing inefficiencies. It's only a problem when prices rise or innovation stops when there are only ~2 competitors left, or when the a single player has 40%+ market share.

Also a large proportion of mergers have nothing to do with market share -- they're acquiring a supplier for vertical consolidation, they're buying a product because it's faster than building it in-house, etc. These are generally entirely legitimate as they enable companies to compete more, not less -- which is good for consumers.

what is actually good for consumers is fierce competition spoiling the sleep of capitalists.

If you're buying a supplier for 5% of the marketplace it's perfectly fine.

If you're buying a supplier for 65% of the market then that's a problem.

even if there weren't, it's still too big, break it in half. Shareholders will still own what they owned before, 65% of the market, and all the IP that is contained therein, but the companies will have to compete.

That makes about as much sense as banning marriage.

M&A is fundamental and important.

Banning marriage actually makes a lot of sense, according to some. Why is the state even involved in such private matters in the first place anyhow?

[0] https://onlinelibrary.wiley.com/doi/abs/10.1111/sltb.12157

Lots of women get murdered by their husbands (and sometimes the reverse).

1) building a business with a goal of being acquired often builds lazy unsustainable businesses built only to be cashed out, often at the expense of employees.

2) buying good businesses seems frequently to do what you said: they get absorbed and lost and the social cost is a lost source of jobs, innovation, and competition.

I know the companies I worked for acquired wonderful smaller companies doing decent things, made happy speeches about their future, then they were gradually pushed out and shut down. Would they have failed anyway? Maybe, but I'd like to see more businesses rise and fall rather than cannibalize each other.

I'm not a smart man, so I don't know what to do specifically, but I definitely see the problem this solution is getting at - I hope some day society has figured out a good answer.

This is important, because it means that new companies that compete with the monopolies have many paths to success. If the only possible outcomes are "beat Amazon" and "fail hard", you won't get many attempts; it's better to get an entry-level job at Amazon and climb the ladder.

So yeah, monopolies are bad, but banning M&A only helps them.

If you start a car company, are your only two options 'beat Wolkwagen" and fail hard? How many car companies do we have?

May mergers of huge companies often have negative impact. Firstly most mergers do not involve multi-billion dollar companies at all, secondly many mergers occur when one company is is trouble, and thirdly good takeovers increase distribution of the smaller companies brand.

Good examples of successful mergers/takeovers like this include:

Halotop bought by Wells Enterprises

Geely buying Volvo

SAIC buying MG

Most acquisitions by Proctor & Gamble

Most acquisitions and mergers in the markup and beauty space.

    Most acquisitions by Proctor & Gamble

I'm sure there have been some that haven't been successful, but most that I'm aware of have gone very well.

How are you defining "good" or "successful" here?

The improved availability via better distribution is a win for consumers and the increase in revenue is a win for the company and shareholders.

You are obviously entitled to the opinion that monopolies are bad but, fwiw, the ftc is a lot more concerned with anti-competitive behavior than it is with monopolies. Those get conflated because they frequently occur together but a lot of companies have monopolies that most people don't really have an issue with because they aren't anti-competitive.

Sometimes a monopoly is a monopoly because they are better than everyone else.

There is also the case of "natural monopolies" in economics, these are railways, postal services, etc. where it wouldn't make sense for multiple players to waste resources and the one player can benefit from economies of scale. It'd be hilarious if 2-3 rail companies tried setting up their own tracks, stations, signals, etc. in a small town for example. So much redundancy all going waste.

Another example is multiple telecom companies trying to erect their own towers in vicinity of a little town where only one is enough to provide coverage. It's a collosal waste for the whole society, not just those companies.

This would never happen. If roads were privatized they wouldn't care about connecting as many homes/business as possible, they'd only care about building roads where it was the most profitable for them and even then any roads that made less money would be left in increasingly poor condition.

It wouldn't leave taxpayers off the hook either. Governments would have to spend taxpayer money to incentivize private companies to build out in "unprofitable" areas, but those roads would be kept in the worst conditions of all (assuming that companies didn't just repeatedly promise to build them, only to pocket the taxpayer's money while providing nothing)

Some services are worth enough to the public good that profit shouldn't be the only consideration, and some are worth so much that profit shouldn't be the goal at all and instead those services should simply strive to do the job required for every citizen with as little genuine waste as possible.

Let's think through this. Company A wants to buy Company B. M&A is banned.

1. A pays B's owners $X for all IP and other properties of B.

2. B fires everyone.

3. A hires whoever they want out of B's former employees.

A "ban" will simply not work as long as your country has a concept of property rights and ownership.

Such a weird take. Most of the acquisition the big tech does is acquihires. Basically, a way to keep a team employed and return some of the money to the investors and make the team's stock worth something at least.

This would potentially kill the VC industry.

You might not care, but it’s enough of a problem that a lot of entrepreneurs would side with the monopolists and stop this dead in its tracks.