This Essay is about firms as a type of economic coordination and about how we think about them in relation to other forms of coordination as well as in relation to competition and markets. A prominent stream of thought about firms—which has both strongly influenced contemporary competition law and, more indirectly, served as a support to the fundamental ideas of neoclassical price theory that guide many areas of law and policy—ultimately explains and justifies the centralization of both decision-making rights and flows of income from economic activity on productive efficiency grounds. The Essay makes two simple points, drawing upon and synthesizing prior contributions where relevant. First, we have very good reasons to doubt this approach as explanation because power perpetuation by incumbent control groups is often a better explanation for such centralization (of coordination rights and income flows) than productive efficiency. Second, we should also be skeptical of the approach as justification because it often either takes as given (or assumes away) contested legal rules that also affect productive efficiency outcomes; because the approach’s conception of productive efficiency is impoverished; and because the nature of competition and markets itself gives us no good reasons to limit the normative bases for our legal choices about economic coordination to productive efficiency alone. Together, these points ought to ultimately change our starting points for evaluating policy across a range of areas of antitrust, corporate, and labor law.
University of Chicago Law Review: Vol. 90:
2, Article 9.
Available at: https://chicagounbound.uchicago.edu/uclrev/vol90/iss2/9