April 21, 2022

Lina Khan
Chair, Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580

Jonathan Kanter
Assistant Attorney General for the Antitrust Division
United States Department of Justice
950 Pennsylvania Avenue, NW
Washington, DC 20530

Re: January 18, 2022, Request for Information on Merger Enforcement; SIFMA AMG Regarding Common Ownership Theory

The Asset Management Group (the “AMG”) of the Securities Industry and Financial Markets Association (“SIFMA”) appreciates the opportunity to respond to the January 18, 2022, Request for Information on Merger Enforcement of the Antitrust Division of the United States Department of Justice (the “Division”) and the United States Federal Trade Commission (the “FTC” and, together with the DOJ, “the agencies”).

The AMG represents asset management firms which serve millions of individual and institutional investors saving for retirement, education, and emergencies, and trying to reach other investment goals. The AMG’s members have combined assets under management exceeding $45 trillion. The clients of AMG member firms include tens of millions of individual investors, registered investment companies, endowments, and pension funds.

With this wealth of industry experience, the AMG responds to the agencies’ question ownership and horizontal stockholding [is] adequate[.]” The answer is yes. The approach to common ownership embodied in the operative Merger Guidelines is sufficient to counter any potential anticompetitive conduct by making fact-specific inquiries when confronted by partial acquisitions across rival firms.

The common ownership hypothesis asserts that investor holdings of small, non-controlling stakes in rival firms inherently lead to anticompetitive effects. To incorporate this hypothesis into the Merger Guidelines would be premature. Not only is the hypothesis unsettled among economists and academics, other government authorities have concluded that it is not a sufficient basis for regulatory action. In addition, incorporation of the hypothesis into the Merger Guidelines would harm investors, especially retail investors.