This presentation by Ioannis KOKKORIS, Chair in Competition Law and Economics and Director, Centre for Commercial Law Studies, Queen Mary University of London, was made during the discussion “Serial Acquisitions and Industry Roll-ups” held at the 141st meeting of the OECD Competition Committee on 6 December 2023. More papers and presentations on the topic can be found out at oe.cd/sair. This presentation was uploaded with the author’s consent.

1. Serial Acquisitions
Challenges and Possible Solutions
Professor Ioannis Kokkoris
Chair in Competition Law and Economics
Director, Centre for Commercial Law Studies

2. • US
• Revival of incipiency standard (Clayton Act)?
• Draft merger guidelines
• § 8: ‘mergers should not further a trend toward concentration’
• § 9: in case ‘of multiple acquisitions, the agencies may examine the whole series’
• HSR form must report ‘any related transactions and all acquisitions over the prior
10 years’
• Safe harbour for small hospital merger rescinded
• EU
• Art 14 DMA: designated gatekeepers to inform EC of intended concentrations
Serial Acquisitions: Legislative Developments

3. • UK
• VetPartners / Goddard, CVS / Quality Pet Care, Medivet, Independent Vetcare Limited
• Riviera Bidco / Dental Partners Group, Portman Healthcare / Dentext Healthcare
• All horizontal unilateral effects (at local level); all approved with divestment remedies
• US
• FTC & State AGs v Meta (horizontal unilateral effects in social networking and advertising)
• DOJ & State AGs v Google (horizontal unilateral effects in ad servers and ad exchanges)
• JAB / VIPW / Ethos Veterinary Health (horizontal unilateral effects at local level)
• Approved with divestment remedies plus limits on future acquisitions
• FTC v USAP & Welsh Carlson (horizontal unilateral and coordinated effects at local level)
Serial Acquisitions: Enforcement Developments

4. Serial Acquisitions: Challenges
• Procedural
• Most serial acquisitions don’t meet the threshold
• Substantive
• Test designed for one-off mergers
• Inability to capture cumulative effect
• Inadequate theories of harm?
• How to properly factor in efficiencies?
• Economies of scale, buyer power…

5. Serial Acquisitions: Theories of Harm
• Most ToHs apply like they do to one-off mergers
• Horizontal unilateral effects
• Horizontal coordinated effects
• Vertical effects
• Conglomerate effects (mostly in digital markets)
• Innovation
• Common ownership / interlocking directorates
• Novel ToHs
• Macro concerns (less local ownership, less resilience to shocks…)
• Lower geographic substitutability (in local markets)
• Ecosystem

6. Solutions: Procedural
• Lower size thresholds
• Focus on different measures
• Market share of the acquirer, transaction price, number
and pace of acquisitions…
• Voluntary notification
• Call-in powers
• Requirements? Deadline?

7. Solutions: Substantive
• Legislation to enable authorities to look at entire series
• But larger transactions must be part of the series (especially in
buy and build deals)
• Stricter standard
• ‘Trend toward concentration’?
• But this would lead to rigid structural presumptions
• Use Art 102 / monopolisation rather than merger control
• Extend Towercast case law?
• But you need to show dominance

8. Conclusion: Some Words of Caution
• Claims that serial acquirers experience declining returns (Karolyi et al 2015) or
underperform single acquirers (Hossain et al 2021)
• But these conclusions have been disputed (Tunyi 2020; Macias et al 2023)
• Most authorities have been dealing with this under current framework
• Higher competitive harm outweighed by lower (by definition!) barriers to entry?
• How to define unitary programme? Chronologically? By market?
• Local and niche markets should be relatively easy to monitor
• Digital markets can rely on existing theories of harm (leveraging,
ecosystem…)