In Praise of Theories of Benefits

In this article, the authors open with a CEO pitching an acquisition to financiers on the strength of synergies nobody has documented. Drawing on more than twenty-five years of reviewing filings, they describe a self-reinforcing equilibrium in which parties treat efficiency claims as an admission of competitive concern and the Commission treats them as unsubstantiated; it has never formally cleared a merger on efficiencies alone. The Draft Guidelines’ encouragement of Theories of Benefits offe