Risk & Compliance

FTC Releases Study of Big-Tech Mergers

The report found that 616 deals of more than $1 million flew "under the radar" of antitrust reporting requirements between 2010 and 2019.
Matthew HellerSeptember 16, 2021

In another sign that the U.S. Federal Trade Commission is seeking to beef up antitrust enforcement, the agency has released a study of Big Tech mergers that fly “under the radar” of reporting requirements.

The FTC has been studying Alphabet, Amazon, Apple, Facebook, and Microsoft since February 2020. On Wednesday, it announced that the review found the companies made 616 nonreportable transactions of more than $1 million between the beginning of 2010 and end of 2019.

Under the Hart-Scott-Rodino Act, companies are only required to submit transactions exceeding $92 million in value for antitrust review by the FTC and the Department of Justice.

“While the existing law uses deal size as a rough proxy for the potential competitive significance of an acquisition, digital markets in particular reveal how even smaller transactions invite vigilance,” FTC Chair Lina Khan said.

Commissioner Rebecca Slaughter said it wasn’t enough for regulators to look at deals individually.

“I think of serial acquisitions as a Pac-Man strategy,” she said. ” Each individual merger viewed independently may not seem to have significant impact. But the collective impact of hundreds of smaller acquisitions can lead to a monopolistic behavior.”

As The Wall Street Journal reports, the FTC study “has come amid questions from antitrust enforcers and lawmakers about whether big tech firms engage in a pattern of acquisitions that collectively allow them to get bigger in a way that limits competition.”

The commission also found that that 94 transactions were above the HSR threshold at the time that they were completed, likely due to a variety of possible reporting exemptions, and nine more deals would have exceeded the threshold at the time of their consummation had they included deferred or contingent compensation in the purchase price.

The report didn’t offer recommendations or conclusions, but commissioners said the data provided a more comprehensive picture of acquisition trends that would guide the agency’s work.

In October 2020, the House Judiciary subcommittee on antitrust concluded after an 18-month investigation that Big Tech companies use their monopoly power to stifle competition.