Document Type
Article
Publication Date
2025
ISSN
0010-1958
Publisher
Columbia Law School
Language
en-US
Abstract
Antitrust scholars have virtually ignored the question of who controls corporations by sitting on their boards of directors. We show that the problem of who sits on boards of directors is considerably greater than previously believed. Drawing on a new dataset spanning both public and private companies across multiple industries, we find evidence that individual board members sit simultaneously on boards of competitors throughout the economy, despite such “interlocking directorates” being illegal under antitrust law. Many of these individuals are senior directors at private equity, venture capital, and other firms investing in the competing firms on whose boards they sit. We rely on a proprietary dataset used by investment firms that identifies actual competitors, rather than just adjacent firms in the same industry.
But the same individual sitting on two competing boards isn’t the only problem. We are the first to show the prevalence across public and private companies of a related problem—two different individuals sitting on competitors’ boards while simultaneously working at the same investment fund. We show that such investor-level interlocks are more common than individual interlocks, yet their prevalence was, until now, unknown. About 13% of the companies for which we have the best board data had either an individual or investor-level interlocking board.
Individual and investor-level interlocking boards can harm competition and innovation. We propose either applying existing antitrust laws more vigorously or reforming the law to reach these investor interlocks.
Recommended Citation
Lane Miles, Mark A. Lemley & Rory Van Loo,
Anticompetitive Directors
,
125
Columbia Law Review
1939
(2025).
Available at:
https://scholarship.law.bu.edu/faculty_scholarship/4132
Included in
Antitrust and Trade Regulation Commons, Business Organizations Law Commons, Law and Economics Commons
