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- [00:00]
A
These investigations take six, nine, or ten months, but it's a drop in the bucket in terms of the potential consumer injury if you allow a market to get more power to a firm that already has a significant share of the market.
- [00:18]
B
Welcome to Is this Really Legal? I'm your host, Liz Oyer. This week we are going to be diving into an area of the law that almost every American, including me, needs to know more about. It affects everything from how much we pay for groceries to what programs we see when we turn on our tv. It's called antitrust law, and I would say it is the most important legal topic that most of us know little or nothing about. My guest today is going to help us fix that. He is an absolute legend in the field of antitrust law. He has served as the top antitrust enforcement official at both the Justice Department and the Federal Trade Commission. He has a storied career in private practice as well as government Service. And in 2024, he received the Justice Department' John Sherman Award for his lifetime contributions to the substantive development of antitrust law and the preservation of economic liberty. We truly could not ask for a better expert to help us navigate today's topic. Bill Baer, thank you for joining me.
- [01:21]
A
Liz. Thank you. And before we get into the antitrust nerdy stuff, I did want to acknowledge your extraordinary role as the pardon lawyer of the Justice Department and the integrity you brought to that job and the integrity you left that job with. And I know many former and many current DOJ people who see you as a, as a shining light in terms of the rule of law and the integrity that goes with it.
- [01:53]
B
Thank you so much. I really appreciate that. Bill, this is going to be a great conversation because we read about so many things going on that tie back to antitrust law. I think without even knowing it, most, most of us who are not steeped in it. And I think there's this sense that a lot of Americans have that corporations increasingly have too much money, too much power, and too much influence even over our government. Companies are making huge profits while the rest of us are paying more for just about everything, and we feel powerless to stop it. But there are some legal tools available on the books to push back on things like corporate consolidation and prot consumers. And some of those tools are in the form of antitrust law. So could you give us a brief lay of the land? What is antitrust law and how did it originate, and what tools does it create to rein in corporations and protect consumers?
- [02:52]
A
Sure. You know the notion behind antitrust and Antitrust enforcement is that we have a free market economy, a capitalistic economy where companies vigorously compete to get the vote of confidence from consumers. And they compete on price, on quality, and on innovation. And that is what one expects from a really vigorous free market economy. The problem is there are behaviors that can deny consumers the benefit of, of that price, quality and innovation competition. So back in 1890, the Congress passed the Sherman act, which dealt with two of those problems. One is price fixing, classic cartel behavior, where competitors stop competing, they get together and they agree on price or on output, which then in turn drives price up. That's section one of the Sherman Act. It covers bid rigging as well. Section 2 of that 1890 statute covers monopolization and attempted monopolization. So Google search is a modern day example of how that law has been applied by the Justice Department and with agreement by the courts that Google improperly developed and then sought to maintain a monopoly over search. And that affected consumers, it affected people. Advertising on the Google website. We can go into the details on that. But those are two of the provisions of antitrust law that make a difference. A third is what's called the Clayton act, and that deals with many things, but most importantly mergers. And since 1976, parties involved in a significant transaction defined as about $130 million these days or more, need to file a notification with the government about their intention. When I say government, I mean both the Antitrust Division and the Federal Trade Commission. And that gives the government the opportunity, before bad stuff happens, to review and file a court challenge. The fourth component of antitrust enforcement is the Federal Trade Commission, which effectively applies these three laws that I previously cited and is sort of a complement to what the Antitrust Division does. They work closely together. The Antitrust Division has exclusive ability to go after criminal matters. That's price fixing and bid rigging. But other than that, there's pretty much shared jurisdiction between those two agencies.
- [05:59]
B
So in terms of the enforcement question, I think this is an important one. Only the government can enforce the antitrust laws, is that right? Like we consumers who are supposed to benefit from them don't have the ability to actually go out and sue a corporation to stop a merger as easily as the Justice Department or the Federal Trade Commission could step in.
- [06:18]
A
Actually, there are two options outside of the federal government. The first is state attorneys general, which have been very active, particularly in this administration, without the support of this administration in pursuing antitrust cases, challenging mergers, challenging conduct involving companies that are misbehaving. And so the state attorneys general have the right to file an action on behalf of the citizens of their state. In addition, there is a right, a private right of action if you've been injured by anti competitive behavior. So class action lawsuits are often filed. The remedy is not just an injunction saying you have to stop doing this bad stuff, but also potential trouble damages. So the actual damages times three is a remedy that's available to the private sector as well.
- [07:23]
B
Okay, well, I have a feeling that after this episode airs, you're going to be getting a lot of outreach from people who want to know how they can file their trouble damages lawsuit against the corporations that have harmed them. So that's a good one to keep in the back pocket. But I want to focus mostly on the enforcement that happens the government. And one thing that I think is so interesting about antitrust law is that the enforcement seems to ebb and flow as administrations change. Some administrations have enforced these laws more aggressively against corporations than others. But those differences don't exactly map onto traditional partisan political lines. It's not necessarily Republicans do one thing and Democrats do another thing. Like some issues. Can you sort of explain what is the intersection antitrust law and politics and how antitrust law during your career has changed or been enforced differently?
- [08:25]
A
Sure. Since Richard Nixon was forced to resign, there has not been direct political interference in antitrust enforcement decisions at the federal level. It has been a pretty much of a through line. It's merits based. The White House stays out of individual decision making about who to go after and why, what cases to settle. That has really been done on the merits in house at both the Federal Trade Commission and the Justice Department. You have to go to court and win the case if you have a problem. And there is a change in philosophy and approach that over my years, both in government and in private practice, one can observe and that is Republican appointees tend to be a little more cautious. There is this Chicago school of economic and antitrust theory which says the government's more likely to screw something up than it is to make it make it better. So when in doubt under enforce in Democratic administrations it's a little more no, this is too important to consumers and the competition that where we see a problem even if we're not 99.9% we're going to win in court. We need to challenge it and have this resolved by by judges, independent judges making their assessment of the government's case versus the companies that are fighting the case. So there is a difference in the range of activities that the government might challenge depending on who's in charge. But it has always been in my experience, and I've obviously been at this a hell of a long time. It's, it has always tended to be sort of merits on, you know, what are the, what's the rule of law here? What's the facts to justify acting or not acting? And that through line, as I mentioned earlier, has been pretty much a constant through my career. It has changed in the last year and eight or nine months, and that's a big difference.
- [10:52]
B
Is it fair to say that the majority of people involved in antitrust enforcement matters at the DOJ and the FTC are career experts in antitrust law as opposed to political appointees?
- [11:07]
A
The answer is yes, but they're at the top levels of the Trade Commission and at the Justice Department, there are political appointees that come in. It's, it's, you know, a relatively small number, but they basically run those agencies. And in the case of Federal Trade Commission, it's now been empowered by the Supreme Court to effectively be run by a single person, a chairman, but at the Justice Department, the assistant Attorney general, which I was privileged to be for a little less than four years. It's a political appointment with some subordinates or political appointees. But as a general matter, the substance, the work is being done by career people who are experts in economics, in antitrust law, who investigate and then prepare recommendations to the leadership about whether something should be done and if so, what.
- [12:14]
B
One of the things that I found really interesting at the start of this administration is that the president appointed someone to lead the antitrust division named Gail Slater. She's somebody who believes in antitrust enforcement because she believes it sort of protects the little guy from corporate overreach in a way that sort of spans political lines. I mean, a lot of liberals agree with that idea as well. And I think there was some optimism across party lines that she would rigorously enforce the antitrust laws and protect consumers. And she, at some point earlier this year, was forced out or resigned from her position. And I wonder if you could just talk a little bit about what is going, going on in this current administration with antitrust enforcement and how it differs from what you have seen and what you have described as sort of the norm since the Nixon era.
- [13:10]
A
Well, the talented Gail Slater, who spent many years as a career attorney at the Federal Trade Commission and then went to the private sector for a while, was Trump's initial appointee to head up antitrust enforcement. There were directions being given by the Associate Attorney General, Stanley Woodward, and by others to settle cases that Both the career employees at the Antitrust Division and the political leadership the Antitrust Division thought should not be settled. They were meritorious and nobody within the Antitrust Division was public about their disagreement. But there were vigorous internal disagreements and then directions being made by people, including according to testimony by one of the deputies to Gail Slater, who was terminated from the Associate Attorney General, Stanley Woodward, who as best I can tell, has zero antitrust experience, to settle this case on these terms without any consultation with the career people who had made the recommendation to bring the case, and very limited consultation, I would say, more direction from the top to the political appointees who were handling these antitrust cases at the Justice Department. Big difference from my experience over now, scarily over 50 years.
- [14:40]
B
Yeah, yeah. So it sounds like, according to some reporting by the Wall Street Journal and other outlets, that lobbyists are playing an influential role in the decision making. And in some cases, these lobbyists are going over the head of the career experts who have object, and the leadership is essentially rubber stamping deals despite the objections that are being raised by the career experts and in even some cases by Gail Slater, who was the politically appointed leader of the Justice Department. And these lobbyists, of course, are getting paid for their work on these deals. They're getting paid for their time, and then they're getting paid even more if the deal closes. Is that normal that lobbyists play that type of influential role in decision making in the antitrust realm? I mean, I know that corporate interests are at stake, so corporations are willing to spend the money to get their, their interests advanced through the government. But is it normal that the Justice Department or the FTC would allow that and be responsive to it in that way?
- [15:44]
A
That's a good way of framing the question. It's not unusual for companies to hire a lobbyist to go to Congress, ask them to put pressure on the Federal Trade Commission or the Antitrust Division to do a decision that is favorable to the company but is not merits based. But what is totally unusual, totally unprecedented since the Richard Nixon era is to have the Justice Department welcome that kind of input and make decisions based on lobbyists who are well connected in the White House or may have connections with the leadership of the Justice Department. You know, I've been in antitrust, as I said, for a long time, never seen anything like this one.
- [16:29]
B
How does that, does that concern you? And if so, why that lobbyists would be involved in this way and that career experts would be sort of sidelined from the decision making process.
- [16:41]
A
Well, let's go back to your first Question, what's antitrust all about? It's about protecting consumers, about making sure competition exists, to have firms compete with each other, to provide consumers with quality at a competitive price. If you're having lobbyists come in and saying, don't worry about that stuff, let's just, you know, my client is a big contributor. It's too important. Let's find a way out of this investigation, or perhaps not even to have an investigation. Let's find a way out of this litigation and just be done with it. We'll put out a press release. The Justice Department will, claiming a great victory, when in fact it's a Pyrrhic victory. It's not really a substantive determination on the merits. And if the Justice Department bails out, you know, there's no judicial review of what the Justice Department did. There is a, an act called the Tunney act, put into place after Richard Nixon was found to have interfered with decision making and getting a case dismissed back in the mid-70s that requires disclosure of the contacts that were made with Justice Department officials and an explanation for the decision. But that is just shining sunlight on the process. It doesn't necessarily result in the judge having any authority to overturn a settlement in a case that has already been brought, and it has no impact on an investigation that was terminated prematurely because political influence came to bear on the outcome.
- [18:39]
B
One of the things that corporations don't like from a business perspective about antitrust enforcement is that it is expensive for them and it's time consuming for them because the government is looking through their books, asking for a lot of information and putting them through the wringer, essentially. So even if the deal ultimately gets approved, they have to go through this costly and time consuming process. Can you explain what that process actually looks like and why it's important? Like in the case of a merger, for example, one that many people have been following is the Warner Brothers Paramount merger, for example. What would antitrust regulators be looking at in deciding whether to approve that merger?
- [19:25]
A
So Paramount, Warner Brothers is a great example. There is competitive overlap between those two companies, particularly when it comes to first release movies into theaters and to have two of the most significant producers of that kind of first release content. My spouse and I just saw auditions over, over the weekend and, you know, a blockbuster movie. And if, if, if one company has greater control over what movies are made, how they're distributed, we probably will get fewer movies and it will cost us more. And that's the kind of inquiry a legitimate antitrust investigation undergoes. Now, it is costly, it's time consuming. These investigations take six, nine or 10 months. But that's a, you know, it's a drop in the bucket in terms of the dollars that are changing hands to make these things happen. And it's a drop in the bucket in terms of the potential consumer injury if you allow a market to get more concentrated, give power to more power to a firm that already has a significant share of the market. So it's a trade off Congress has made in terms of how we, how we ensure consumers benefit from a competitive economy.
- [20:56]
B
Can you walk us through what happened with the review of the Paramount Warner Brothers merger and sort of just give us your expert perspective on whether this is likely where it would have landed if you had been leading the antitrust division. I think just based on public reporting, most people know that the DOJ earlier this summer signed off on this merger. But now state attorneys general have intervened and brought a lawsuit to try to separately block it. Can you kind of give us just explain from the insider perspective how all of that works and what's going on here and what people should be looking at?
- [21:32]
A
Sure. For a transaction like Paramount Warner Brothers, the companies need to file a notice to the FTC and the DOJ Antitrust Division containing the agreement and turning over some documents that might reflect on the competitive risk associated with that transaction. The government has 30 days to decide whether to investigate further. My understanding is that despite what were some obvious potential competitive concerns, this deal was cleared by the justice department within that 30 day period, which given a transaction of this size, this significance is highly unusual. And at the same time, state attorneys general were taking a look at it and they filed a lawsuit last month seeking to block it. And as you noted, a federal district court judge took a look at the preliminary evidence and said, you know what, first of all, we're going to temporarily restrain the companies from closing this deal. And then after some further argument by Paramount and Warner Brothers and response by the Justice Department rather, the state attorneys general who were challenging this thing said, you know what, I'm going to grant a preliminary injunction. We need actually to have an evidentiary hearing where we can lay out the pros and cons of this thing going forward. That is a great example of how the federal government has stepped back and state attorneys generals have come forward to try and protect competition and consumers.
- [23:15]
B
Is that typical for state attorneys general to be taking the lead or to be pushing for antitrust enforcement where the federal government has said that they don't have concerns or they've approved a deal?
- [23:27]
A
It's frequently been the case that a federal challenge has been joined by state attorneys general who agree that a particular transaction is problematic and ought to be investigated further and ultimately challenged. I had a number of those where cooperating states really helped us investigate and then litigate mergers that we thought were problematic. In the last administration, the Biden administration, a good example was a joint venture involving JetBlue and American Airlines that effectively allowed them to price together coordinate flights in and out of Boston Logan Airport. And the result was immediately prices went up because those were the two main competitors serving Boston. And the Justice Department sued with the support not just of Massachusetts, but New York and a bunch of other things. And one injunction court ruled this thing is at its base, anti competitive and needs to be stopped and was stopped. And court of appeals actually agreed with that decision. So it's not unusual for the states and the feds to work together. It's quite unusual for there to be, for them to be on opposite sides of what pursue a matter. And that's, that's what seems to be happening here with Paramount, Warner Brothers and a bunch of other things. Live Nation, Ticketmaster, something we may want to talk about as well.
- [25:13]
B
Yeah, yeah. So that's. That, that's interesting. Live Nation Ticketmaster is a case where the Justice Department actually was in the suit with the, the states and they dropped out of it. And the states were not happy with the settlement they reached and they kept going. And they are. They want a verdict from a jury. Can you explain sort of what happened there and what the significance of that is? The fact that the case ended up going to trial with DOJ not participating.
- [25:44]
A
The. It's a fascinating case and, and unfortunately, I think emblematic of how politics seems to be affecting decisions about what mergers or behavior to challenge and what not to challenge. There was a trial in New York with I think some 30, maybe even 40 states joining the Justice Department. The trial was a jury trial, as you noted a few days into it. The allegations were that when, years ago, when Ticketmaster and Live Nation combined, they had promised not to use that combination to raise ticket prices to force venues which Live Nation owned or either had a contract with to use Ticketmaster as a sole ticket provider. It was a classic case of worry that, that those two companies combined as one would use their power to raise ticket prices and charge concert venues more for the privilege of having a live act appear. The government again early on in the Obama administration entered into a settlement and said, you can go ahead, but you have to not do these things. And subsequent Investigations by Trump won the antitrust division. And later in Biden's antitrust administration, they found that Live Nation and Ticketmaster were violating those commitments they've made. And so the Biden administration sued with the support of, as I said, I think 40 plus states saying, you know, this is not working. They keep committing to behaving properly, and then the economic incentives are such that they just won't adhere to those rules, so we need to separate them out. This merger, this combination was a mistake to have happened in the first place. And now 15 years later, it's time to rectify that mistake. So they went to trial. It was a jury trial up in New York. And, and the reports I've read suggest that there was a huge lobbying effort that included meetings with the President himself to settle this case on terms that many of the states thought were ridiculous. They were just restating some of the commitments that Live Nation, Ticketmaster had agreed to many years ago or now violating, and that the economic harm was not going to be properly addressed. So without consultation with any of the states, in the middle of the trial, the Justice Department over a weekend entered into a settlement agreement, apparently with significant political influence, that they announced to the judge on a Monday morning, stunning the states who were not involved in this, not ask for their opinion, even though they were equal partners throughout. And the, even the lead trial attorney for the Justice Department had only been told the night before that this thing was going on. It was all being done, you know, behind the curtain. And once the curtain is open, the government says, okay, federal government says, we're done. We've saved consumers and we want, you know, an Oscar award, you know, Academy Award for, for this outcome. The states go, no, this is bull. And they continued to litigate the case. Some of the states, with the Republican attorneys general, decided to just back the Justice Department in its settlement. But the case was tried to a jury and the jury unanimously found that on every allegation about the anti competitive nature of, of the behavior by this combined Ticketmaster and Live Nation, that the government, the states, had proven all of those allegations. And so we're now at a point where the judge is trying to consider out what remedy to order. But it was an amazing example of the Justice Department basically pulling the plug for reasons that appear to be political, and the states stepping in, even though they have much fewer resources to bring to bear in the antitrust context than the federal government does, but basically staying the course.
- [30:23]
B
I don't think there is anybody in America who wants to have to pay $800 for nosebleed seats to see Taylor Swift. Everybody wants to be able to take their family to see the concert and have it be affordable, have it be a real option. We've sort of talked about the reach through the entertainment industry with concerts and with movies, but this affects pretty much every sector. Is that, is that right? Or could you sort of talk about what the reach is of antitrust law in terms of what it potentially affects for consumers and what consumers are seeing in terms of prices and product availability?
- [31:02]
A
You know, it affects, you know, transportation, airlines, it affects supermarket prices. You know, the Biden administration with a bunch of states involved, blocked Kroger's effort to acquire Albertsons. Why should we worry about that? Well, a combined Kroger Albertsons would have an enormous share of the market in regions all across the country. I'm talking to you from just outside of Bozeman, Montana. And those were the two biggest supermarket chainsaw in Bozeman allowed to combine. They would have had power over pricing that they wouldn't have had, did not have before the attempt at the combination. They would have power over wages paid to the working men and women because there would only been, there were a couple of unions and there was only going to be one company with whom to bargain. And so it's the, the combined Kroger Albertson would have had a huge market power. And so when I was at the Justice Department, we looked at health insurance markets, efforts to combine there. When I was years earlier at the Federal Trade Commission, Staples and Office Depot wanted to combine and they were two of just three office supply superstores. And we were able to establish evidence that in markets where there were two or three, the third being office max office stores present, the price in competition was intense. But if you looked at a place where only Staples or Office Depot was, you had to pay 10, 15, 25% more for the products that you paid in markets where there was competition. So it really matters. These are pocketbook issues that the antitrust laws are designed to address. And if you deviate from that, Associate Attorney General Stanley Woodward recently announced, you know, that we're going to try and investigate less mergers and acquisitions. We are going to settle them without litigating. I was, you know, talked to people in New York Times said this is like, you know, tying the government's hands behind its back. It's unilateral surrender. If you're being instructed by the leadership of the Justice Department. Well, let's not, let's not aggressively go after these things. You know, if we Think there's a problem? Let's find a cheap way to settle some combinations. Kroger, Albertsons, Staples, Office Depot don't deserve to be settled. They deserve to be blocked. You need to have these independent competitors in the marketplace.
- [34:08]
B
Can we talk a little bit about the idea of conflicts of interest? Because a lot of people are depending on the Justice Department and the FTC to enforce the antitrust laws. A lot of consumers and regular people, but the people who are really aligned with the interests of the corporations are the people who are getting paid, in some cases, to lobby and advocate for these deals. And some of these people seem to have conflicts of interest. One issue that arose during the confirmation hearing for Todd Blanche, when he went through his Senate confirmation hearing to be appointed as Attorney General, he was asked about a dinner that was hosted by David Ellison for members of the Trump administration, which Blanche and other Trump administration officials attended. And it was a dinner that was held while DOJ was considering whether to approve the Paramount Warner Brothers merger. And Blanche was asked about that as a possible conflict of interest. Could you talk a little bit about the influence that conflicts of interest are having, an antitrust enforcement now, and whether this is typical?
- [35:22]
A
Well, the ethical standards that you and I were required to observe when we're at the Justice Department, we didn't overlap, but we both experienced them. Basically said, you need to disqualify yourself if you have a relationship with a company that's got a matter pending. You need to disqualify yourself at least for a period of year or two, if your law firm is in representing them. And presumably that would apply if you had worked as a lobbyist previously. Those rules seem to be totally disregarded these days. Part of the issue is it's not just real conflicts, it's the appearance of a conflict. So as a public official, you and I, we needed to be careful that we didn't do anything that might give an appearance that we were favoring somebody with whom we were close to or favoring somebody who had made a large contribution to the incumbent president. And that seems to be a norm that has just been eviscerated during his confirmation hearing a week or so ago. Right. When asked the acting Attorney General, Blanche was asked about his relationship with the president, he said, he's my client, and then had the hesitation to abide by my former client. But the fact of the matter is, if you look at his behavior, he sees the president as his client, the individual, as opposed to the integrity of the office of the presidency, as his client. My old Law firm when a lovely partner was being feted on his 90th birthday. I checked with our ethics people and because my old firm represented a number of people, impending managers for the antitrust division, you know, the just the Justice Department ethics people said, you know, you know, in a way, there should be nothing wrong with you going on your way to honor this guy, but it's going to be a paid dinner, and that's the kind of appearance you just need to avoid. So the answer is, there's a lot going on now that nobody I know who had been a government official in the antitrust arena, whether Republican or Democrat, would be involved in these days.
- [38:00]
B
So let me ask you this, is antitrust enforcement dead?
- [38:06]
A
No, it's not dead, but it is struggling. First of all, as we've talked, the state attorneys general have really stepped into the breach to keep it alive. This Justice Department, this ftc, to be fair, they have brought some cases. The Antitrust division is continuing its pursuit of Google, both on search and its effort to monopolize the ad tech industry. Federal Trade Commission is still pursuing its case against Amazon. So there is some enforcement going on at the federal level. But there's two problems. One we've already talked about, which is this sort of pay to play sense that seems to permeate decision making, not in all cases, but in a lot. And that undermines confidence, public confidence, judicial confidence in the antitrust division, the Justice Department, and the Federal Trade Commission. The second issue is, you know, the attorneys general can only do so much and without a fully staffed antitrust division, and frankly, many of the career people who had planned to be there for 20 or 25, 30 years. This is a backbone of decision making throughout the government, certainly at the Justice Department in all components. I spent almost a year as the acting Associate Attorney General and saw just the dedication, the competence of the career people. Most of those parts of the Justice Department have been hollowed out. People have left or been fired. They're not happy with the way decisions are being made. So. So antitrust environment, civil rights enforcement, all of those agencies have lost a lot of the career expertise that are so important to making decisions that are based on law and based on the facts.
- [40:37]
B
Yeah, well, one question that I get a lot on all sorts of topics is how can we hold our leaders accountable? What would you tell people who are looking to hold our elected leaders and our appointed leaders accountable to look for? How can we know if the Justice Department and the FTC are doing what they're supposed to be doing in terms of enforcing the antitrust laws. Are there things we should be keeping an eye on or that can help us sort of of judge?
- [41:06]
A
Well, one is simply make sure you've got multiple news sources to inform you. We do have this tendency, we all do, to go down our rabbit holes, and the algorithms that dictate what content we're shown expose us maybe less than back 20 years ago to diverse viewpoints. I mean, as a, as a citizen, as a consumer, making sure I'm looking at alternative point of views at least helps inform me and then helps inform how I'm going to vote. You know, we do have a, you know, public, as Ben Franklin said, if you can. If you can save it. And saving it, I think, involves being a really informed citizen.
- [41:59]
B
Yep. Yep. Well, Bill, this has been incredibly helpful and illuminating. There are all sorts of antitrust issues percolating right now, including the fate of the Paramount Warner Brothers merger. So I would love to have you back in the future to talk about where some of those things have landed and whether this current administration's approach is sustainable. And in the meantime, I really appreciate your joining the show and sharing your expertise. You are absolutely the best expert on this subject that I could have imagined, and I'm so grateful for your time.
- [42:33]
A
It's been my privilege, my honor. Thank you.
- [42:37]
B
Thank you.