Passive forward ownership and upstream collusion Konstantinos Charistos Department of Economics, University of Macedonia, Thessaloniki, Greece. e-mail: kostchar@uom.edu.gr Ioannis N. Pinopoulos Department of Economics, National and Kapodistrian University of Athens, Athens, Greece. e-mail: ipinop@econ.uoa.gr Panagiotis Skartados Department of Economics, Athens University of Economics and Business, Athens, Greece. e-mail: skartados@aueb.gr September 17, 2021 Preliminary and incomplete. Please, Do Not Quote! Abstract We examine the effects of passive forward ownership on the sustainability of upstream collusion. We consider a homogeneous Cournot duopoly with competing vertical chains. In one chain, the upstream firm has non-controlling partial ownership over its downstream exclusive client. We find that passive forward ownership hinders upstream collusion; the higher is the degree of ownership, the more difficult it is for upstream collusion to be sustained. The driving force behind our result is that a higher degree of passive forward ownership decreases collusive profits of the unintegrated upstream firm. Keywords: Tacit collusion; Passive forward ownership; Vertical chains; Cournot competition JEL classification: D43; L13; L40; L81 1 1. Introduction The impact of vertical relations on competition concerns antitrust authorities’ guidelines which underline the risk of mergers’ coordinated effects.1 During the last few decades controlling vertical mergers and acquisitions, and their collusive effects on manufacturers’ markets, have received the attention of policymakers and scholars. However, vertical relations often involve passive or non-controlling vertical acquisitions, the effect of which on the likelihood of the collusive outcome has been investigated only marginally. This paper studies whether passive vertical ownership facilitates or hinders upstream collusion. We consider a vertically related market where firms’ interactions are infinitely repeated. There are two upstream and two downstream firms that are locked in exclusive relations, and in one vertical chain, the upstream firm has passive (noncontrolling) ownership over its downstream customer.2 Downstream firms offer a homogeneous product to consumers, engaging in Cournot competition. Upstream firms may collude on (linear) input prices, and collusion is sustained by Nash reversion trigger strategies. In such a framework, we find that passive forward ownership hinders upstream collusion, and the higher is the degree of ownership, the more difficult it is for upstream collusion to be sustained. A higher degree of passive forward ownership relaxes the incentive constraint of the upstream shareholder whereas it tightens the incentive constraint of the unintegrated upstream firm. On the one hand, a higher degree of ownership increases collusive, deviation, and punishment profits of the upstream shareholder. The anti-collusive effects of a higher degree of ownership on deviation and punishment profits are dominated by the anti-competitive effect on collusive profits so that the upstream shareholder is more willing to stick to collusion as the degree of its ownership rises. On the other hand, a higher degree of ownership decreases collusive, deviation, and punishment profits of the unintegrated upstream firm, that is, the upstream firm that 1 See, e.g., U.S. Vertical Merger Guidelines, or EU Non-Horizontal Merger Guidelines. Exclusive relations are often observed in real-world industries. For example, in the soft drink industry (Luco and Marshall, 2018), and the petroleum/oil industry (Milliou and Petrakis, 2007). Also, it is common to observe non-controlling stock buyouts of suppliers in their product distributors and/or retailers in these industries. In the soft drink industry, the Coca-Cola Company holds a share of 18% in Coca-Cola EuroPacific Partners (Fiocco, 2016). Moreover, in 2020, Coca-Cola EuroPacific Partners acquired 25% in Chicago-based ITS, investing in its self-pour self-pay dispenser. In 2019, the world's second-largest liquefied natural gas company Total acquired 37% of the Indian conglomerate Adani Group's gas distribution business. 2 2 does not possess any stakes in its downstream customer. The pro-collusive effects of a higher degree of ownership on deviation and punishment profits are outweighed by the pro-competitive effect on collusive profits. So, the unintegrated upstream firm is less willing to stick to collusion as the degree of its upstream rival’s forward ownership rises. Although several studies consider full vertical integration and collusion (e.g., Nocke and White, 2007; Normann, 2009; Biancini and Ettinger, 2016), to the best of our knowledge, there is only one paper that studies partial vertical integration and collusion, that is, Shekhar and Thomes (2020). Unlike ours, they study the effects of passive backward ownership on the sustainability of downstream collusion. 2. The model We consider a two-tier vertical industry, where two upstream firms, ππ , π = 1, 2, exclusively supply an essential input to a Cournot duopoly, π·π , forming competing vertical chains. Each π·π exclusively uses ππ ’s input in a one-to-one proportion to produce a homogeneous final good. Each π·π faces a linear (inverse) demand function π(π1 , π2 ) = π − π1 − π2 , where ππ is π·π ’s output and π > 0 is the market size.3 Each π·π incurs no other cost besides the one induced by the vertical contract in action: a linear tariff consisting of a consumption-based input price, π€π > 0. On the other hand, each ππ has a constant marginal cost π > 0. Firm π1 possesses an exogenous minority dividend share π ∈ (0, 1⁄2) on π·1, but no control over its production decisions, a so-called silent financial interest. In other words, there exists a passive forward integration between π1 and π·1, with the former having (π × 100)% stakes on π·1’s gross profits.4 So, each firm’s net profits are: ππ·1 (π1 , π2 , π€1 ) = (1 − π) (π(π) − π€1 ) π1 ππ·2 (π1 , π2 , π€2 ) = (π(π) − π€2 ) π2 ππ1 = (π€1 − π) π1 + π (π(π) − π€1 ) π1 ππ2 = (π€2 − π) π2 We assume a unit mass of identical consumers having the same utility function π’(π) = ππ − (π2 ⁄2) + π, where π = π1 + π2 , and π denotes the (normalized) numeraire sector (Singh and Vives, 1984). 4 Even though a π > 1⁄2 implies control of π1 over π·1 , the opposite is not necessarily true. Competition authorities often inspect non-controlling shareholders that are between 15% and 25% (Salop and O’Brien, 2000). Furthermore, to avoid the free-rider problems of small shareholders (Grossman and Hart, 1980), we assume that each firm is owned by a single shareholder. 3 3 We consider an infinitely repeated game with discrete time periods. In each period, a two-stage game is played with observable actions. In stage 1, ππ makes each π·π a takeit or leave-it offer π€π . In stage 2, each π·π chooses ππ to maximize ππ·π . The solution concept is subgame perfection. 3. Equilibrium analysis and results Firm π·1 chooses π1 to maximize: πππ₯ ππ·1 = (1 − π)[π1 (π1 , π2 ) − π€1 ]π1 π1 (1) Firm π·2 chooses π2 to maximize: πππ₯ ππ·2 = [π2 (π1 , π2 ) − π€2 ]π2 (2) π2 Solving (1) and (2) together, we obtain the final-good quantities as functions of input prices: ππ (π°) = π − 2π€π + π€π , 3 π, π = 1,2, π ≠ π, (3) where π° = [π€π , π€π ]. Now we consider three interactions at the upstream level: Punishment, Collusion, and Deviation, denoted by the superscripts π, πΆ, and π· respectively. 3.1. Punishment First, we consider the case where ππ ’s set their input prices non-collusively. Firm π1 chooses π€1 to maximize: πππ₯ ππ1 = (π€1 − π)π1 (π°) + π[π1 (π1 (π°), π2 (π°)) − π€1 ]π1 (π°) π€1 (4) Firm π2 chooses π€2 to maximize: πππ₯ ππ2 = (π€2 − π)π2 (π°) π€2 Solving (4) and (5) together, we obtain the optimal input prices: 4 (5) π€1π = 5π(3 − 4π) + 2π(15 − 4π) , 45 − 28π π€2π = 3π(5 − 4π) + 2π(15 − 8π) 45 − 28π (6) Substituting (6) back to (3) we get: π1π = 10(π − π) , 45 − 28π π2π = 2(π − π)(5 − 4π) 45 − 28π (7) 6(π − π)2 (5 − 4π)2 = (45 − 28π)2 (8) Upstream profits are: πππ1 50(π − π)2 (3 − 2π) = , (45 − 28π)2 πππ2 Lemma 1. In the punishment phase it holds: (i) ππ€1π ⁄ππ < 0 and ππ€2π ⁄ππ < 0, (ii) ππ1π ⁄ππ > 0 and ππ2π ⁄ππ < 0, (iii) ππππ1 ⁄ππ > 0 and ππππ2 ⁄ππ < 0. Under vertical separation, π = 0, it can be easily verified from (6) to (8) that ππ ’s charge the same input price, sell the same input quantity and make the same net profit. Passive forward integration by π1 into π·1, π > 0, eliminates in part the double-margin problem and hence decreases the input price charged by π1 . The reduction in π€1 leads to an increase in π1 (a lower marginal cost for π·1) and a reduction in π2 (strategic substitutability) for any given π€2 . In other words, the reduction in π€1 due to a higher π decreases π·2’s derived demand for the input and hence decreases the input price charged by π·2. A lower π€2 leads to an increase in π2 and a decrease in π1 . First-order effects are of higher importance than second-order ones. So, a higher π increases the optimal final-good output of π·1 and decreases the optimal final-good output of π·2. Passive forward integration, as compared to vertical separation, increases punishment profits of π1 and decreases punishment profits of π2 , and these effects are more pronounced the higher is π. 3.2. Collusion Next, consider the case where ππ ’s collude in setting input prices (i.e., maximize joint profits). 5 πππ₯ (ππ1 + ππ2 ) π€1 ,π€2 = (π€1 − π)π1 (π°) + (π€2 − π)π2 (π°) + π[π1 (π1 (π°), π2 (π°)) − π€1 ]π1 (π°) The optimal input prices are: π€1πΆ = 3π(1 − π) + π(3 − π) , 2(3 − 2π) π+π 2 (9) (π − π)(1 − π) 2(3 − 2π) (10) π€2πΆ = Substituting (9) into (3), we get: π1πΆ = (π − π) , 2(3 − 2π) π2πΆ = while π1πΆ 1 πΆ =1−π >1 π2 (11) Upstream profits are: πππΆ1 = (π − π)2 , 4(3 − 2π) πππΆ2 = (π − π)2 (1 − π) 4(3 − 2π) (12) Lemma 2. In the collusion phase it holds: (i) ππ€1πΆ ⁄ππ < 0 and ππ€2πΆ ⁄ππ = 0, (ii) ππ1πΆ ⁄ππ > 0 and ππ2πΆ ⁄ππ < 0, (iii) ππππΆ1 ⁄ππ > 0 and ππππΆ2 ⁄ππ < 0. Under vertical separation, π = 0, it can be easily verified from (9) and (12) that the colluding ππ ’s charge the same monopoly input price and make the same net profit.5 When π1 ’s stake on π·1’s gross profit is positive, π > 0, the colluding ππ ’s charge π·1 an input price that is lower than the monopoly input price offered to π·2, thereby creating a cost-advantage in favor of π·1.6 This advantage is larger, the higher is π. Defining For π = 0: π1πΆ = π2πΆ and πππΆ1 = πππΆ2 . 6 So, π·1 is indirectly raising rival cost instrumentalizing his stakes in the upstream market. 5 6 π€ Μ1 = ππ1 + (1 − π)π€1 as the effective input price that π1 receives from each unit of input sold to π·1, we obtain π€ Μ1πΆ = (π + π)⁄2 = π€2πΆ . In other words, the colluding firms equalize the effective input prices across downstream firms, π€ Μ1πΆ = π€2πΆ , but charge distinct input prices π€1πΆ < π€2πΆ . When π > 0, unlike π2 , firm π1 ’s rents come from two sources: profits from input sales to π·1 and profits originating from the gross profits of π·1, that is, from the downstream firm on which it has stakes. A lower π€1, on the one hand, decreases π1 ’s profits from input sales (input sales effect), whereas, on the other hand, it increases π1 ’s profits originating from gross profits of π·1 (dividend share effect). The higher is π, the stronger is the dividend share effect: the optimal input price of π1 decreases and output is shifted from π·2 to π·1 (see (11)). Passive forward integration, as compared to vertical separation, increases π1 ’s collusive profits and decreases π2 ’s collusive profits, and these effects are more pronounced the higher is π. Comparing the punishment and collusion phases, we obtain the following results. Proposition 1. For π > 0, it holds: (i) π€ππΆ > π€ππ and π[π€ππΆ − π€ππ ]⁄ππ > 0, (ii) πππΆ < πππ and π[πππ − πππΆ ]⁄ππ > 0, (iii) πππΆπ > ππππ , π[πππΆ1 − πππ1 ]⁄ππ > 0 and π[πππΆ2 − πππ2 ]⁄ππ < 0, with π = 1,2. It is straightforward that the collusive input prices and profits for both ππ s are higher than the corresponding prices and profits in the punishment (competition) stage. In addition, it is also straightforward that input quantities (and hence final-good quantities) for both firms are lower under collusion than under competition. A higher π decreases π1 ’s input price by more under competition than under collusion. Under competition, when the stake of π1 on π·1’s profits increases, π1 lowers π€1 (double marginalization becomes less severe) and induces π·1 to increase its input demand and become more aggressive in the downstream market. Under collusion, π1 also lowers π€1 when π increases but to a lesser extent: upstream firms maximize their joint profits, and hence π1 does not want π·1 to be too aggressive in the downstream market. Hence, π[π€1πΆ − π€1π ]⁄ππ > 0. Under punishment, π2 reacts in a lower π€1 by reducing its input price. The higher is π, the greater the reduction in π€1, the greater the 7 reduction in π·2’s derived demand and therefore the greater the reduction in π€2 (Lemma 1). Under collusion, variations in π do not affect π2 ’s input price (Lemma 2). Hence, π[π€2πΆ − π€2π ]⁄ππ > 0. On the one hand, under both punishment and collusion, a reduction in π€1 leads to an increase in π1 and a reduction in π2 (for any given π€2 ). Since the optimal input price of π1 falls by more under punishment than under collusion when π increases, we have that the increase in π1 and the decrease in π2 are more pronounced under punishment than under collusion. That is, regarding the effect of a higher π on final-good quantities that works through π€1, we have that π1π − π1πΆ increases and π2π − π2πΆ decreases as π rises. On the other hand, a higher π does not affect π€2 under collusion, however, it leads to a reduction in π€2 under punishment, which in turn increases π2 and decreases π1 : the higher is π, the greater is the reduction in π€2 , and thus the greater is the increase in π2 and the reduction in π1 . That is, regarding the effect of a higher π on final-good quantities that works through π€2 , we have that π1π − π1πΆ decreases and π2π − π2πΆ increases as π rises. Regarding the final-good quantity of π·1 (and hence the input quantity of π1 ), the effect of higher π that works through π€1 dominates the effect that works through π€2 , so that the optimal quantity increases by more under punishment than under collusion, i.e., π[π1π − π1πΆ ]⁄ππ > 0. A higher π decreases π1 ’s profits from input sales by more under punishment than under collusion, but it also increases π1 ’s profits originating from the gross profits of π·1 by more under punishment than under collusion. The higher is π, the stronger is the latter effect, so that a higher π increases π1 ’s collusive profits by more than it increases π1 ’s punishment profits. Regarding the final-good quantity of π·2 (and hence the input quantity of π2 ), the effect of higher π that works through π€2 dominates the effect that works through π€1, so that the optimal quantity decreases by more under collusion than under punishment, i.e., π[π2π − π2πΆ ]⁄ππ > 0. On the one hand, the input price of π2 remains unchanged under collusion but falls under punishment when π increases, whereas on the other hand, the input quantity falls by more under collusion than under punishment. As it turns out, the latter effect outweighs the former so that a higher π decreases π2 ’s collusive profits by more than it decreases π2 ’s punishment profits. 8 3.3. Deviation Finally, we consider the case where an upstream firm deviates from the collusive path, whereas the other upstream firm sets the collusive price. We must consider two cases here. First, the case where π1 deviates from the collusive agreement. Firm π1 , taking as given that π2 sets the collusive price π€2πΆ , chooses π€1 to maximize: πππ₯ ππ1 = (π€1 − π)π1 (π€1 , π€πΆ2 ) + π[π1 (π1 (π€1 , π€πΆ2 ), π2 (π€πΆ2 , π€1 )) − π€1 ]π1 (π€1 , π€πΆ2 ) π€1 The deviation input price is: π€1π· = 3π + π 9(π − π) − 4 8(3 − 2π) (13) The deviation final-good output and profits of π1 are: π1π· = 3(π − π) , 4(3 − 2π) πππ·1 = 9(π − π)2 32(3 − 2π) (14) Now we consider the case where firm π2 deviates from the collusive agreement. Firm π2 , taking as given that π1 sets the collusive price π€1πΆ , chooses π€2 to maximize: πππ₯ ππ2 = (π€2 − π)π2 (π€2 , π€πΆ1 ) π€2 The deviation input price is: π€2π· = π(9 − 7π) + π(15 − 9π) 8(3 − 2π) (15) The deviation final-good output and profits of π2 are: π2π· (π − π)(9 − 7π) = , 12(3 − 2π) πππ·2 (π − π)2 [9 − 7π]2 = 96(3 − 2π)2 Lemma 3. In the deviation phase it holds: (i) ππ€1π· ⁄ππ < 0 and ππ€2π· ⁄ππ < 0, (ii) ππ1π· ⁄ππ > 0 and ππ2π· ⁄ππ < 0, (ii) ππππ·1 ⁄ππ > 0 and ππππ·2 ⁄ππ < 0. 9 (16) Under vertical separation, π = 0, it can be easily verified from (13) to (16) that the deviating input price, output, and profit are the same for upstream firms. When π > 0, the deviating input price of π1 is lower, and the higher is π the lower is π€1π· . Note that the deviating final-good output is π1π· (π€1π· , π€2πΆ ). A higher π decreases π€1π· and leaves unchanged π€2πΆ (Lemma 2), so that π1π· increases with π. Moreover, the higher is π the lower is π€2π· . The deviating final-good output is π2π· (π€1πΆ , π€2π· ). A higher π decreases π€2π· , which tends to increase π2π· , and decreases π€1πΆ (Lemma 2), which tends to decrease π2π· . The latter effect outweighs the former so that ultimately π2π· decreases with π. Passive forward integration, as compared to vertical separation, increases π1 ’s deviation profits and decreases π2 ’s deviation profits and these effects are more pronounced the higher is π. By comparing the collusion and deviation phases, we obtain the following results. Proposition 2. For π > 0, it holds: (i) π€ππΆ > π€ππ· and π[π€ππΆ − π€ππ· ]⁄ππ > 0, (ii) πππΆ < πππ· and π[πππ· − πππΆ ]⁄ππ > 0, (ii) πππ·π > πππΆπ π[πππ·1 − πππΆ1 ]⁄ππ > 0 and π[πππ·2 − πππΆ2 ]⁄ππ < 0, with π = 1,2. The deviating input price for both firms is lower than the collusive input price, which implies that the final-good output for each firm is higher under deviation than under collusion. In addition, deviation profits are higher than collusive profits for each firm. Consider firm π1 . A higher π decreases π€1 under both collusion and deviation phases. It is straightforward that the reduction in π€1 is less pronounced under collusion (π1 wants to induce a less aggressive behavior downstream when colluding upstream), π[π€1πΆ − π€1π· ]⁄ππ > 0. Under both collusion and deviation, a reduction in π€1 leads to an increase in π1 , and since the deviating input price of π1 falls by more than the collusive input price when π increases, we have that the increase in π1 is more pronounced under punishment than under collusion, that is, π[π1π· − π1πΆ ]⁄ππ > 0. A higher π decreases π1 ’s profits from input sales by more under deviation than under collusion, but it also increases π1 ’s profits originating from the gross profits of π·1 by more under deviation than under collusion. The higher is π, the stronger is the latter effect, so that a higher π increases π1 ’s deviation profits by more than it increases π1 ’s collusive profits. 10 Consider now firm π2 . The colluding input price of π2 is unaffected by a change in π (Lemma 2), whereas the deviating input price decreases with π. Hence, π[π€2πΆ − π€2π· ]⁄ππ > 0. Under both collusion and deviation, a higher π decreases π2 , and the reduction is more pronounced under collusion than under deviation, π[π2π· − π2πΆ ]⁄ππ > 0. On the one hand, the input price of π2 remains unchanged under collusion but falls under deviation when π increases, whereas on the other hand, input quantity falls by more under collusion than under deviation. As it turns out, the latter effect outweighs the former so that a higher π decreases π2 ’s collusive profits by more than it decreases π2 ’s deviation profits. 3.4. Sustainability of collusion We assume that ππ ’s use grim-trigger strategies, meaning that they collude if no firm has deviated from the collusive path in previous periods. Should such deviation occur, firms revert to competition forever. The use of grim-trigger strategies leads to the critical discount factors for π1 and π2 respectively: πΏ1 = πΏ2 = πππ·1 − πππΆ1 πππ·1 − πππ1 πππ·2 − πππΆ2 πππ·2 − πππ2 = (45 − 28π)2 3825 − 3480π + 656π 2 (45 − 28π)2 (3 − π)2 = (45 − 39π + 4π 2 )(765 − 1095π + 388π 2 ) Proposition 3. It holds ππΏ1 ⁄ππ < 0 and ππΏ2 ⁄ππ > 0 with πΏ1 = πΏ2 for π = 0. Passive forward integration hinders collusion. Moreover, the higher is π, that is, the higher is π1 ’s stake in π·1’s profits, the more difficult it is for collusion to be sustained. Under vertical separation, π = 0, the two upstream firms are symmetric and thus have the same discount factor. When π > 0, that is, when π1 has stakes in π·1’s profit, we know from Lemmata 1-3 that a higher π increases π1 ’s collusive profits, implying a lower critical discount factor for π1 , whereas it also increases π1 ’s deviation and punishment profits, implying a higher critical discount factor for π1 . On the one hand, a higher π raises π1 ’s deviation profits by more it increases its collusive profits (Proposition 2), but on the other hand, a higher π increases π1 ’s collusive profits by more it raises its punishment profits 11 (Proposition 1). As it turns out, the latter effect outweighs the former so that a higher π decreases the critical discount factor for π1 . Regarding firm π2 , we know from Lemmata 1-3 that a higher π decreases π2 ’s collusive profits, implying a higher critical discount factor for π2 , and it also reduces π2 ’s deviation and punishment profits, implying a lower critical discount factor for π2 . We know from Proposition 1 that a higher π decreases π2 ’s collusive profits by more it decreases its punishment profits, whereas we know from Proposition 2 that a higher π decreases π2 ’s collusive profits by more it decreases its deviation profits. Hence, a higher π increases the critical discount factor for π2 . The pro-competitive effects of a higher π on π1 ’s deviation & punishment profits are dominated by the anti-competitive effect on π1 ’s collusive profits. The anti-competitive effects of a higher π on π2 ’s deviation, as well as punishment profits, are outweighed by the pro-competitive effect on π2 ’s collusive profits. Hence, the driving force is the pro-competitive effect of a higher π on π2 ’s collusive profits. 4. Conclusion In this paper, we have investigated the effects of passive forward ownership on the sustainability of upstream collusion. We consider a homogeneous Cournot duopoly with competing vertical chains, where in one chain, the upstream firm has noncontrolling partial ownership over its downstream exclusive client. We show that passive forward ownership impedes upstream collusion and the higher is the degree of ownership, the more difficult it is for upstream collusion to be sustained. We identify as a driving force behind our finding the fact that a higher degree of passive forward ownership decreases collusive profits of the unintegrated upstream firm. References Biancini, S., Ettinger, D., 2017. Vertical integration and downstream collusion. International Journal of Industrial Organization 53, 99-113. Fiocco, R., 2016. The strategic value of partial vertical integration. European Economic Review 89(C), 284-302. Grossman, S.J., Hart, O.D., 1980. Takeover bids, the free-rider problem, and the theory of corporation. The Bell Journal of Economics 11 (1), 42-63. 12 Luco, F., Marshall, G, 2018. 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