Award-Winning Antitrust Study Finds Competitors Share Directors Far More Often Than Previously Known
Directors are serving on the boards of competing companies far more often than previously understood, according to a new antitrust study by Mark Lemley, the William H. Neukom Professor of Law; Lane Miles, JD ’25, and Professor Rory Van Loo of the Wharton School.
Their article, “Anticompetitive Directors,” published in the Columbia Law Review, identified 2,309 instances of individuals sitting on the boards of companies that directly compete with one another—a practice known as an “interlocking directorate” and prohibited in many circumstances under Section 8 of the Clayton Act.
For their work, Lemley, Miles, and Van Loo were recently named recipients of the 24th Annual Jerry S. Cohen Memorial Fund Writing Award, which recognizes outstanding contributions to antitrust scholarship.
The authors observe that these overlapping board roles are part of a broader pattern that can give competitors access to one another’s sensitive business information and create incentives to soften competition. They also found that many of these directors are tied to investors with financial stakes across competing firms, making the problem more complex than the traditional image of a single director serving on two rival boards.
Because private-company board data is harder to see and analyze, interlocking directorates have usually been studied through the lens of public companies. Lemley, Miles, and Van Loo widened the frame, analyzing board membership across both public and private companies and revealing a much broader pattern of overlap among competitors.
“Interlocking directorates are illegal under antitrust law, but we found evidence that they are happening across the economy,” Lemley said. “Many of the people sitting on competitors’ boards are senior directors at private equity, venture capital, and other investment firms with stakes in those companies. And because we used data that identifies actual competitors, not just companies in the same broad industry, we were able to see the problem much more clearly.”
According to a press release announcing the award, the article “meaningfully advances our understanding of the extent of the problem of and harm caused by interlocking board members,” and proposes legal and structural reforms to address it.”
The award will be presented on June 4 during the American Antitrust Institute’s 27th Annual Policy Conference at the National Press Club in Washington, D.C. The award is administered by Cohen Milstein Sellers & Toll PLLC, the law firm founded by Cohen, a trial lawyer and antitrust scholar, and honors the best antitrust writing published during the prior year.