Monday, October 25, 2010
Posted by D. Daniel Sokol
Spencer Waller (Chicago Loyola Law) has written on Corporate Governance and Competition Policy. He is correct to note that many people have not linked the two areas.
ABSTRACT: Corporate governance law addresses the misaligned incentives between officers and directors of publicly-owned companies and their shareholders and how this can lead to the destruction of shareholder value. Antitrust law governs the interaction between corporations and other economic actors in the marketplace and prohibits and penalizes anticompetitive agreements, unilateral conduct which unreasonably injures competition, and mergers and acquisitions which may substantially lessen competition. This article explores the puzzling lack of meaningful interaction between these two fields of law which govern the internal and external operations of key economic players in our economy. While a handful of commentators have lamented the lack of a closer organic connection between these two bodies of law, most do not even notice. This article goes beyond the conventional disconnect and discusses how to create a more unified approach to two key area of business law in order to promote the interests of both shareholders and consumers in a more systematic and meaningful way.