Columbia Law School
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Self-Binding Corporations
The charters for Boeing and Google, two of the largest corporations in history, run just seven and eleven pages long, respectively. These charters say almost nothing about the nature of the company’s business and do not contain policies on business …
Interlocking Directorates, Competition, and Innovation
Given their importance to corporate governance and often impressive credentials and experience, , many directors are “busy,” meaning they hold concurrent board appointments across multiple firms. These so-called “interlocks” between companies are a growing phenomenon, but not a new one. …
Can Europe’s Digital Markets Act Tame Big Tech in the U.S.?
The digital economy has put antitrust regulation in the spotlight, with increasingly dominant technology companies – such as Amazon, Google, Facebook (Meta), Apple, and Microsoft – reviving concerns about private monopolies reminiscent of Standard Oil and AT&T. Yet the enforcement …
Dual-Class Companies: Equal (and Unequal) Treatment Agreements
Dual-class companies – companies with two or more classes of common stock that differ in voting rights – are as popular as they are controversial. Among the dual class ranks are technology companies Facebook (Meta) and Google (Alphabet), food and …
How Big Tech Coopts Disruption – and What to Do About It
Our economy is dominated by five aging tech giants – Alphabet, Amazon, Apple, Meta, and Microsoft. Each of these firms was founded more than 20 years ago: Apple and Microsoft in the 1970s, Google and Amazon in the 1990s, and …
How Collaboration Is Stifling Innovation in the Music Streaming Market
The subscription streaming market, dominated by some of the world’s most innovative companies (Spotify, Apple, Amazon, and Google) is surprisingly homogenous: same products, same prices, same catalogs. At the same time, there are countless other music streaming startups that have …
Does Sharing a Board Member Stifle Worker Mobility?
In the late 2000s, eight prominent tech firms – including Google, Apple, Intuit, and LucasFilms – were accused of enforcing anti-poaching agreements that stifled worker mobility. The seven publicly listed firms in the group shared a number of directors, and …
How Patent Thickets Distort the Acquisition Market
Patent thickets are dense webs of overlapping intellectual property rights. They are common in industries ranging from semiconductors to smartphones to pharmaceuticals. When many firms own the underlying patents, thickets complicate licensing negotiations and increase the risk of holdup and …
The Challenge of Holding Big Business Accountable
Is big business ungovernable? Some of today’s calls to break up and intensely regulate big business do not hinge on harms to consumers as consumers, but rather on the claim that giant corporations with market power treat legal requirements as …
Corporate Venture Capital, Disclosure, and Financial Reporting
In a new paper, we examine firms’ corporate venture capital (CVC) investing from a disclosure and financial reporting perspective. CVC refers to minority equity investments made by established, publicly-listed firms in privately-held entrepreneurial ventures. CVC investing differs from pure venture …
Stealth Acquisitions and Product Market Competition
In a recent study, we examine whether firms structure their mergers and acquisitions (M&A) to avoid scrutiny from antitrust regulators as well as whether such deals reduce product market competition.
While M&A deals are often triggered to create value, they …
Corporate Venture Capital
Why are venture capitalists the winners in the startup funding game? VCs have funded most of the big-name startups that now dominate the NASDAQ and, in a sense, have been the only game in town for high-growth startups needing millions …
The Myth of Dual Class Shares: Lessons from Asia
Companies with dual class shares have, as the term suggests, two (or more) classes of common stock. One class gives its holders voting power proportionate to their equity shareholdings. The other offers a group of shareholders, normally corporate insiders, weighted …
The Case for Preemptive Oligopoly Regulation
Republican and Democratic leaders have both called for greater scrutiny of the power and influence of Big Tech firms, but, unsurprisingly, they have disagreed about how to address the problem. Senator Elizabeth Warren and many other leading Democrats have called …
Merger Breakups
One of today’s most pressing antitrust questions is how antitrust should address the conduct of dominant technology companies, such as Amazon, Facebook, and Google. Once heralded as the champions of innovation and the modern economy, these companies are now the …
How Dual Class Share Structures Affect Innovation
In a new paper, we seek to fill a gap in research on the possible benefits of dual class share structures and how they might promote innovation. We start with a bit of history.
Shareholder democracy has been fundamental to …
Sticking Around Too Long? Dynamics of the Benefits of Dual-Class Structures
Lawyers and academics generally have a dim view of dual-class share structures. When Snap Inc., a technology-based social media company, was preparing for its initial public offering (IPO) in early 2017, for example, CalPERS and many other prominent institutional investors …
Fool’s Gold? Equity Compensation and the Mature Startup
The Silicon Valley ecosystem has changed profoundly since the dizzying heights of the dot-com era. Consider two of that era’s iconic companies: Yahoo! and eBay. At the time of their IPOs, both of these companies were mere infants by today’s …
Regulatory Leveraging: Problem or Solution?
“Nice merger you’ve got here. It would be a shame if anything was to happen to it.”[1]
In antitrust and related areas of economic regulation, private leveraging is risky business. Large firms that use substantial market power in one …