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Merger policy in innovative industries

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Abstract

We analyze optimal merger policy in R&D-intensive industries with product innovation aiming to improve the quality of products. Our results suggest that a permissive merger policy is rarely optimal in high-tech industries when the antitrust authority considers a welfare standard that balances the impact of mergers on consumers’ surplus and firms’ profits. In particular, relative to a benchmark where the effects from R&D are absent, we show that the optimal merger policy should not be substantially more permissive in the presence of those effects from R&D.

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Notes

  1. An exception to this is the strand of the literature that examines the consequences of mergers on R&D competition (e.g., see Gilbert and Sunshine 1995).

  2. The recent literature has also examined antitrust policies in innovative industries in contexts where those policies restrict incumbent behavior toward new entrants (e.g., see Segal and Whinston 2007, and the references therein). For a general discussion of antitrust policy toward horizontal mergers, see Whinston (2007).

  3. See Farrell and Katz (2006) and Kaplow and Shapiro (2007) for detailed discussions.

  4. This simplifying assumption is without loss of generality. Our results would be the same if we consider a constant marginal cost c and an inverse demand function of the form \(p=a-\frac {x}{S}\), by normalizing ac=1.

  5. See Besanko and Spulber (1993), Lyons (2002), Neven and Röller (2005), and Fridolfsson (2007).

  6. To see this, note that \(\frac {\partial ^{2}W(S,\beta ,n)}{\partial n^{2}} =-\left (n+1\right )^{-4}\left (2n\beta -\beta -2n+4\right ) S<0\), ⇔\(\beta >\frac {2n-4}{2n-1}\). Therefore β≥1 is a sufficient but not a necessary condition for the SOC to hold.

  7. The upper bound on the number of firms in the market, t, is fully determined by S/F, so that t can be considered as exogenous. This feature will allow us to make useful comparisons with the model in Section 3.

  8. It is trivial to see that, because of the convexity of ε(k,n,t) with respect to k (see Appendix), if k (n,t) does not exist then the merger is always profitable.

  9. This timing is conventional in the literature (e.g., see Vasconcelos 2006). The initial firms existing previously to the merger can be interpreted as producing the old generation of goods. Then, some of those firms can merge previously to the R&D investment needed to obtain a new generation of goods. This leads to a potential innovation-versus-deadweight loss trade-off in the formulation of a merger policy. This trade-off is also present in previous contributions, such as Quirmbach (1993), where post-innovation collusion may encourage R&D but also leads to a deadweight loss. The primary distinction between our analysis and those contributions lies in our explicit treatment of a socially optimal merger policy.

  10. The condition γ≥2n is needed to ensure non-negative profits in equilibrium. In turn, this inequality ensures the second order condition of profit maximization by each active firm, at the investment stage, which implies γn+1.

  11. The same simplification is used in Sutton (1998). This assumption is reasonable in many industries like pharmaceuticals, e-books, telecom services, and other increasingly important activities, associated with the use of the new information technologies. Note that in those types of activities, the marginal cost is zero or negligible compared with the fixed entry costs. Nevertheless, our results hold by assuming a constant marginal cost c i and an endogenous fixed cost of the form \( K_{i}=F(a_{i}-c_{i})_{i}^{\gamma }\). In this generalization, the innovative activity reflected in a i c i integrates both quality improvement and cost reduction.

  12. Our formulation of preferences is similar to Sutton (1998) and Vasconcelos (2006).

  13. Under a more general formulation, the demand could be of the type \(p_{i}=a_{i}-\frac {x_{i}}{S}- b\frac {x_{-i}}{S}\), where 1−b reflects the degree of horizontal differentiation. Our simplified model ignores this horizontal dimension, (by assuming b=1), which implies that a merger among k+1 firms is equivalent to reducing the number of symmetric firms from n to nk. Otherwise, the merged entity might be interested in maintaining the production of more than one good (see, for instance, Brekke et al. 2015, in a triopoly model of mergers). Nevertheless, our simplification is reasonable for some important R&D industries where the horizontal aspect of product differentiation is not very relevant. In particular, it seems that in most pharmaceutical products the quality dimension is the only relevant aspect of product differentiation. In fact, according to Morgan (2001), in three important merger cases in the pharmaceutical industry, the merger authorities considered that as a result of the merger only one R&D project, devoted to obtain a single product, is actually developed.

  14. Note that, because a i ≥1, this expression for the equilibrium level of a i is only valid if γ is not too large. Otherwise, the equilibrium level of quality is a i =1 and the model corresponds to the benchmark case analyzed in the previous section.

  15. As was argued in the introduction, our model is consistent with the observed fact that R&D-intensive industries tend to be concentrated and that the lower bound on the level of concentration is independent of market size (Sutton 1991 and 1998). Note also that in our symmetric model the lower bound to concentration is reached under free entry. However, as in Sutton (1991 and 1998), this is just a particular case. In general, our model is consistent with any number of firms lower than \(\frac {\gamma }{2}\).

  16. The critical value of β such that proposed mergers would be blocked does not seem particularly restrictive in light of the US and the EU merger guidelines. Specifically, a merger that increases market concentration is interpreted in the United States as unlawful unless the efficiency gains are large enough that it is also beneficial to consumers (US Horizontal Merger Guidelines 1997). In the European Union, according to the EC Merger Regulation (2004) concentrations are not allowed if they harm consumers’ interest. For a formal ground, see Besanko and Spulber (1993), Lyons (2002), Neven and Röller (2005), and Fridolfsson (2007).

  17. An illustrative example in Germany is the merger between the E.ON and Ruhrgas corporations, initially rejected by the German Federal Cartel Office in 2002 but finally cleared by the German government in 2003.

  18. A detailed analysis of this issue is developed in the Appendix, where we show that the maximal level of discrepancies in the optimal number of firms between the benchmark and the innovative industry is bounded by 1 firm for concentrated industries (t≤7).

  19. Recall that, according to expression (11), \(a_{i}(n,\gamma ,S,F)=\left (\frac {2S}{\gamma F}\frac {n}{(n+1)^{2}}\right )^{\frac {1}{\gamma -2}}\), which is clearly decreasing in n, but the R&D investment, which is given by \( K_{i}(n,\gamma ,S,F)=F\left (a_{i}(n,\gamma ,S,F\right ) )^{\frac {\gamma }{\gamma -2}}\), is also decreasing in n. Hence, mergers tend to reinforce the strategic effect. Note, also that the higher the degree of innovativeness in the industry (that is, the smaller γ) the stronger the effect of mergers on quality and on the endogenous fixed cost.

  20. Anlogously to the case of Lemma 1, the convexity of E(k,n,t) with respect to k implies that if k o (n,t) does not exist then the merger is always profitable.

  21. Note that according to Proposition 3, as in the benchmark model (Farrell and Shapiro 1990), merger incentives are non-monotonic in n. Intuitively, for extreme values of n merger incentives are large. First, if n is low then each merging firm has a large market share and then it internalizes much of the anticompetitive effect from the merger. Second, if n is relatively large, profits are close to zero and there is almost free entry, so that under this condition even a slight reduction in the degree of competition increases the merging firms’ profits.

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Acknowledgments

We thank two anonymous referees and seminar participants at Barcelona, Granada, the 35th EARIE Conference in Toulouse and the XXIII Jornadas de Economía Industrial in Reus. We acknowledge financial support from the Spanish Ministry of Economy and Competitiveness, under projects ECO2014-53419-R and ECO2015-63679-P. The usual disclaimer applies.

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Correspondence to Miguel González-Maestre.

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A previous version of this paper was circulated under the title “Competition for quality and optimal merger policy”.

Appendix

Appendix

1.1 Proof of Lemma 1

Part i): Note that ε(k,n,t) is strictly convex in k:

$$\frac{\partial^{2}\varepsilon (k,n,t)}{\partial k^{2}}= 6\frac{(t+1)^{2}}{\left( n-k+1\right)^{4}}>0. $$

Because ε(0,n,t)=0, the convexity of ε(k,n,t) with respect to k implies that there is, at most, a unique k (n,t)>0 satisfying Lemma 1.

Part ii): The critical k (n,t) is determined by the condition

\(\varepsilon (k,n,t)\equiv (t+1)^{2}\left (\frac {1}{(n-k+1)^{2}}-(k+1)\frac {1 }{(n+1)^{2}}\right ) +k=0\). Therefore, \(\frac {\partial \varepsilon }{\partial t}<0\) at k (n,t). Moreover, because ε(0,n,t)=0, the strict convexity of ε(k,n,t) which respect to k implies \( \frac {\partial \varepsilon (k,n,t)}{\partial k}>0\) at k (n,t). Therefore, the proof is completed by noticing that \(\frac {dk^{\ast }(n,t)}{dt }=\) \(-\frac {\frac {\partial \varepsilon (k^{\ast },n,t)}{\partial t}}{\frac { \partial \varepsilon (k^{\ast },n,t,F)}{\partial k}}>0\).

1.2 Proof of Proposition 2 and calculation of β 0(n,t) in Eq. 15

For convenience, let us define the following monotonically increasing transformation of the original welfare function W:

$$ w(n,\gamma ,\beta )=\ln \left( W(n,\gamma ,\beta )\right)^{\frac{\gamma -2}{ \gamma }}. $$
(18)

The optimal value of n is given by

$$ \frac{\partial }{\partial n}\left( w(n,\gamma ,\beta )\right) =\frac{1}{n}- \frac{2}{n+1}+\frac{\gamma -2}{\gamma }\frac{\frac{\beta }{2}-\frac{2}{ \gamma }}{(\frac{\beta }{2}-\frac{2}{\gamma })n+1}=0. $$
(19)

This derivative is clearly increasing in β and γ. Moreover,

$$ \frac{\partial }{\partial n}\left( w(n,\gamma ,\beta )\right)\! =\!\frac{2\left( 4n-4n\gamma -n\beta \gamma +4n^{2}+\gamma^{2}-n\gamma^{2}+n\beta \gamma^{2}-n^{2}\beta \gamma \right) }{\left( 2\gamma -4n+n\beta \gamma \right) \left( n+1\right) \gamma n}, $$
(20)

whose sign is given by

$$ f(n,\gamma ,\beta )=4n-4n\gamma -n\beta \gamma +4n^{2}+\gamma^{2}-n\gamma^{2}+n\beta \gamma^{2}-n^{2}\beta \gamma . $$
(21)

This leads to

$$ \frac{\partial f(n,\gamma ,\beta )}{\partial n}=8n-4\gamma -\beta \gamma -2n\beta \gamma -\gamma^{2}+\beta \gamma^{2}+4. $$
(22)

Since this derivative is decreasing in n and f(0,γ,β) = γ 2>0, it follows that f(n,γ,β) is concave in n with just one positive root. Thus, the welfare function is increasing (decreasing) in n if n is lower (greater) than this root and, by the second-order condition, the optimal value of n is increasing in β.

Recall that the upper bound t of the number of active firms (the maximum number consistent with non-negative profits) is given by \(t=\frac {\gamma }{2} \), which substituted into Eq. 20 gives:

$$ f(n,2t,\beta )=4n-8nt-2n\beta t+4n^{2}+4t^{2}-4nt^{2}+4n\beta t^{2}-2n^{2}\beta t=0, $$
(23)

and solving out for β gives rise to

$$ \beta^{0}(n,t)=\frac{2}{tn\left( 2t-n-1\right) }\left( 2nt-n-n^{2}-t^{2}+nt^{2}\right) , $$
(24)

where β 0(n,t) is defined as the critical value of β such that n is the optimal number of firms, given the upper bound t on the feasible number of firms.

According to our previous analysis, it turns out that β 0(n,t) increases with n. Furthermore, \(\beta ^{0}(t,t)=2\frac {\left (t+1\right ) }{ t}\leq 3\) and \(\beta ^{0}(t-1,t)=2\left (1-\frac {1}{t(t-1)}\right ) <2\). Therefore, if β≥2 and n<t then no merger can contribute to the welfare standard that arises from W.

1.3 Proof of Lemma 2

Part i): Note, first, that E(k,n,t) is strictly convex in k:

$$\begin{array}{@{}rcl@{}} \frac{\partial E(k,n,t)}{\partial k}&=&\frac{1}{\left( t-1\right) \left( n-k+1\right) }\left( \frac{2t(n-k)-1}{\left( n- k\right)^{2}}-1\right) \left( \frac{n-k}{\left( n-k+1\right)^{2}}\right)^{\frac{t}{t-1}}\\ &&-\frac{1}{ tn}\left( t-n\right) \left( \frac{n}{\left( n+1\right)^{2}}\right)^{\frac{t }{t-1}}, \end{array} $$

which is strictly increasing in k. To see this, note that \( \left (\frac {2t(n-k)-1}{\left (n-k\right )^{2}}-1\right )\) is positive and strictly increasing in k, as well as \(\frac {n-k}{\left (n-k+1\right )^{2}}\) and \(\frac {1}{\left (t-1\right ) \left (n-k+1\right ) }\). Therefore, we have proved that E(k,n,t) is strictly convex in k. Because E(0,n,t)=0, the convexity of E(k,n,t) with respect to k implies that there is, at most, a unique k o(n,t)>0 satisfying Lemma 2.

Part ii): The critical k o(n,t) is determined by the condition E(k,n,t)=0, and the sign of E(k,n,t) is the same as that of \( g(k,n,t)\equiv -\left (\frac {1}{\frac {k}{t-n}+1}\right ) \frac {(n-k)\left (k+1\right ) }{n}+\left (\frac {\left (n+1\right )^{2}\left (n-k\right ) }{n\left (n-k+1\right )^{2}}\right )^{\frac {t}{t-1}}\), which is strictly decreasing in t. Therefore, \(\frac {\partial E(k,n,t)}{\partial t} <0\) at k o(n,t). Moreover, because E(0,n,t)=0, the strict convexity of E(k,n,t) which respect to k implies \(\frac {\partial E(k,n,t)}{\partial k}>0\) at k o(n,t). Therefore, the proof is completed by noticing that \(\frac {dk^{0}(n,t)}{dt}= -\frac {\frac {\partial E(k^{o},n,t)}{\partial t}}{\frac {\partial E(k^{o},n,t)}{\partial k}}>0\).

1.4 Critical β for the benchmark vs. the innovative industry

The critical β for the benchmark is:

$$\beta^{\ast }(n,t)=\frac{1}{n\left( t+1\right)^{2}}\left( \left( n+1\right)^{3}+\left( t+1\right)^{2}\left( n-1\right) \right) , $$

and for the innovative industry with a one-firm lag it is:

$$\beta^{0}(n-\!1,t)\,=\,\frac{2}{t(n\,-\,1)\left( 2t\,-\,n\right) }\left( 2t(n\,-\,1)-(n-1)-(n-1)^{2}-t^{2}+(n-1)t^{2}\right) . $$

By inspection of Tables 3 and 4 it is routinely checked that β (n,t)−β 0(n−1,t)>0 for t≤7. Therefore, if the welfare standard of the benchmark is used in the innovative industry, then the induced maximal discrepancy in the optimal number of firms is at most 1 firm. This confirms that merger policy should not be substantially more permissive in the innovative industry.

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González-Maestre, M., Granero, L.M. Merger policy in innovative industries. Port Econ J 15, 131–147 (2016). https://doi.org/10.1007/s10258-016-0122-9

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