Debt, Control, and Collusion

39 Pages Posted: 30 Mar 2021

See all articles by D. Daniel Sokol

D. Daniel Sokol

USC Gould School of Law; USC Marshall School of Business

Date Written: March 11, 2021


Partial ownership of stock in multiple competing firms is an important scholarly and policy topic in both corporate and antitrust law. Until now, the discussion has focused on ownership. This essay shifts the debate from a focus on common ownership to a focus on common control. No prior work has addressed the role of debt-related corporate control in corporate governance and competition, but debt-control-based governance is a critical part of the corporate landscape. Further, various creditors can exert control over more than one company in the same industry without any ownership. These insights in the corporate finance and bankruptcy law literatures have not penetrated antitrust debates or policy. Applying such insights, this essay suggests that a fundamental change in antitrust policy is necessary to police against debt-control-based collusion.

Keywords: debt, control, collusion, antitrust, corporate governance

JEL Classification: D21, D43, G11, G20, G23, G30, G32, G34, K21, K22, L10, L13, L21, L22, L40, L41

Suggested Citation

Sokol, D. Daniel, Debt, Control, and Collusion (March 11, 2021). Emory Law Journal, Forthcoming, Available at SSRN:

D. Daniel Sokol (Contact Author)

USC Gould School of Law ( email )

699 Exposition Boulevard
Los Angeles, CA 90089
United States

USC Marshall School of Business ( email )

701 Exposition Blvd
Los Angeles, CA California 90089
United States

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