Matt Levine, Columnist

Pay Now, Merge Later

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An important problem in mergers and acquisitions is antitrust risk. The most obvious potential buyers of a company are often its competitors, and the bigger the competitor is, the more it might be willing to pay. If Company A has 50% of the market and Company B has 20% and Company C has 10%, Company A will probably be willing to pay more for Company C than Company B will, because having 60% of the market will give it a lot of market power.

But antitrust law works the opposite way: Antitrust regulators tend to prefer deals where the company is not acquired by a competitor, and if it has to be acquired by a competitor, they would prefer that it be acquired by a smaller competitor rather than a larger one. If Company A has 50% of the market, it will have a hard time getting approval for an acquisition of Company C.