Minor things that bother you

[1995hoo]

My wife has decided that it is somehow acceptable to watch YouTube or similar on her phone on the couch while the TV is on. I feel like I'm sitting next to our 23-year-old nephew when she does that. I just turned off the TV, got up, left, and went downstairs to a different TV. Told her why, too, and she doesn't seem to think there was anything wrong. If, of course, I were to watch loud videos during her PBS shows, she'd crucify me.

Everytime I see someone complaining about their wife's choice of content, I think of this meme:

(Image omitted)

I'm not complaining about what she watches on TV. My beef is about her watching noisy YouTube videos when I'm watching something else on TV but getting mad if I do the same when she's watching something. Sometimes I respond by just turning up the volume. Last night I simply went downstairs instead. Evidently our cat didn't like the YouTube videos either because a while later she showed up, sat down in my lap, and fell asleep.

[JayhawkCO]

I don't want to overgeneralize, but based on my last three relationships, women often have a tough time not being a touch hypocritical and then get very angry when confronted with that fact.

[Max Rockatansky]

My wife does the same thing to me with TikTok videos.  She often tries to show them to me a lot when I'm in deep concentration writing something. 

On the flip side I go to our room to watch YouTube.  I don't to annoy her and also be free of background noise since I watch a lot of technical stuff. 

But I'm sure my wife could list lots of things I do that annoy her.  One off the top of my that I know she really doesn't like is when I cuss at traffic.

[vdeane]

That Discover is going away in favor of Capital One and with it everything that made Discover special.  They're even discontinuing the identity and credit monitoring, requiring people who want to keep that to enroll in a third party service.

Why is it when things get merged the better place tends to be subsumed by the worse one?  It happened with CapCom/SEFCU, it happened with First Niagara/Key Bank, and now it's happening with Discover/Capital One.

[1995hoo]

... Discover ...

I've had my Discover card since 1993. I certainly wonder what changes are going to come out of the takeover. Sounds like at least initially the cashback bonus structure is to remain the same. The 5% this quarter is mostly at gas stations, so it's not one that benefits me much right now. The quarter when they do grocery stores always adds up quickly.

[Scott5114]

Why is it when things get merged the better place tends to be subsumed by the worse one?

Because providing a better service usually costs more money, so it's less profitable, so it gets taken over by the shittier service that has more money to spend on buying out competitors.

[vdeane]

I've had my Discover card since 1993. I certainly wonder what changes are going to come out of the takeover. Sounds like at least initially the cashback bonus structure is to remain the same. The 5% this quarter is mostly at gas stations, so it's not one that benefits me much right now. The quarter when they do grocery stores always adds up quickly.

They're discontinuing the Discover website in favor of Captial One's, the terms of service are updating to become more like Capital One's (if they're not just being replaced with Captial One's in the first place), statement dates will now vary since they'll be a set number of days from the due date rather than a set day of the month, and there's something about how points redemption can't apply to the minimum payment (does that mean that if the redemption covers your entire balance, you still need to pay $35 on top of that?).  I haven't heard anything about changes to rewards, but I'm tempted to see if there's anything worth redeeming my points for on Amazon just in case; I had been using them in lieu of spending "real money" for some things (I wonder if this practice is a form of "girl math").

Because providing a better service usually costs more money, so it's less profitable, so it gets taken over by the shittier service that has more money to spend on buying out competitors.

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.  Or like a fusion from Steven Universe.

[Scott5114]

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.  Or like a fusion from Steven Universe.

The reality is a lot more messy than the terminology implies. Any sort of consolidation between two companies is a unique, complicated legal maneuver that involves a lot of negotiation, so any consolidation can have some aspects of a merger and some aspects of an acquisition. As Wikipedia says:

In legal terms, a merger is the consolidation of two entities into a single legal entity, whereas an acquisition occurs when one entity takes ownership of another entity's share capital, equity interests or assets. Both typically result in assets, liabilities, and operations being combined under unified control, and a transaction described as a merger may economically resemble an acquisition, and vice versa.

There is also the fact that just because a transaction is legally a "merger" or an "acquisition" doesn't mean that corporate PR will refer to it that way, if they think using the legally-correct term in consumer-focused communications is not to their benefit somehow.

Even in an ostensibly equal merger situation, a typical company only has one CEO, and that CEO in a merged company will typically be one of the CEOs from the pre-merger companies. That CEO will usually keep their own management team in place, so whichever source company that CEO came from will end up dominating the merger. This is what ruined Boeing—when they merged with McDonnell Douglas, even though "Boeing" was the name of the combined company, MD's famously financially-oriented management took control of the combined company and snuffed out Boeing's engineering-oriented culture. (And then let that marinate for a couple of decades and you get the 737 Max 8.)

[LilianaUwU]

That Discover is going away in favor of Capital One and with it everything that made Discover special.  They're even discontinuing the identity and credit monitoring, requiring people who want to keep that to enroll in a third party service.

Why is it when things get merged the better place tends to be subsumed by the worse one?  It happened with CapCom/SEFCU, it happened with First Niagara/Key Bank, and now it's happening with Discover/Capital One.

Remember when monopolies were illegal? Me neither.

[oscar]

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.  Or like a fusion from Steven Universe.

The reality is a lot more messy than the terminology implies. Any sort of consolidation between two companies is a unique, complicated legal maneuver that involves a lot of negotiation, so any consolidation can have some aspects of a merger and some aspects of an acquisition. As Wikipedia says:

In legal terms, a merger is the consolidation of two entities into a single legal entity, whereas an acquisition occurs when one entity takes ownership of another entity's share capital, equity interests or assets. Both typically result in assets, liabilities, and operations being combined under unified control, and a transaction described as a merger may economically resemble an acquisition, and vice versa.

FWIW, the principal Federal law w/r/t anticompetitive business combinations, Section 7 of the Clayton Act (15 U.S. Code section 18), focuses on "acquisitions" of corporate stock, or some or all of a competitor's assets (even if the target is a non-corporate entity). "Mergers" are treated as a subset of "acquisitions", even though the statute doesn't explicitly say so. In particular, it covers anticompetitive acquisitions by individuals.

Most of my work for the Federal Trade Commission focused on applying Section 7 to various kinds (some weird) of mergers and acquisitions.

BTW, I have credit cards issued by Discover and CapitalOne (I prefer Discover's card in the U.S., and CapitalOne's in Canada where DIscover hasn't caught on). I also have a credit card issued by my bank. If I'm displeased by the results of the CapitalOne/Discover transaction, I can quickly switch to my bank's card.

[kkt]

That Discover is going away in favor of Capital One and with it everything that made Discover special.  They're even discontinuing the identity and credit monitoring, requiring people who want to keep that to enroll in a third party service.

Why is it when things get merged the better place tends to be subsumed by the worse one?  It happened with CapCom/SEFCU, it happened with First Niagara/Key Bank, and now it's happening with Discover/Capital One.

That is what mergers are for.  To squeeze customers and employees and suppliers a bit more.

[GaryV]

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.

Ask Chrysler about their "merger of equals" with Mercedes Benz.

[Max Rockatansky]

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.

Ask Chrysler about their "merger of equals" with Mercedes Benz.

Those LX cars were pretty sweet and were in production well after the merger ended.  That was pretty much just a recycled E-Class platform.

[1995hoo]

... there's something about how points redemption can't apply to the minimum payment ...

I always redeem my cashback every month for a statement credit, but because I pay the balance in full every month anyway I didn't have a strong reaction to the part you mention. I guess I could see it being a nuisance for people who only pay the minimum.

My Discover card is not my primary one except for whichever category gets the 5% in a given quarter. Aside from that, I primarily use my Amtrak Mastercard to get tier qualifying points. I suppose if I become displeased with whatever Capital One does, I could just cancel the Discover card, although I believe they say that temporarily hurts your credit score. I'm not overly concerned about that, but I suppose it might be a reason just to keep the card and not use it.

[wanderer2575]

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.

Ask Chrysler about their "merger of equals" with Mercedes Benz.

That one was largely because Jürgen Schrempp and his team knew exactly what they were doing while Bob Eaton and his team were fucking clueless from start to end.

ETA:  Great book read:  Taken for a Ride: How Daimler-Benz Drove Off with Chrysler by Bill Vlasic and Bradley A. Stertz

[vdeane]

Even in an ostensibly equal merger situation, a typical company only has one CEO, and that CEO in a merged company will typically be one of the CEOs from the pre-merger companies. That CEO will usually keep their own management team in place, so whichever source company that CEO came from will end up dominating the merger. This is what ruined Boeing—when they merged with McDonnell Douglas, even though "Boeing" was the name of the combined company, MD's famously financially-oriented management took control of the combined company and snuffed out Boeing's engineering-oriented culture. (And then let that marinate for a couple of decades and you get the 737 Max 8.)

I would argue that this practice should be made illegal or at least they should be required to keep the management of the better company (for regular people).  It does make one wonder why Boeing didn't know (or care) that they were basically committing corporate seppuku (and I would argue betraying their customers/the people).

[NE2]

The modern term is "corporate selfunalive".

[Scott5114]

Even in an ostensibly equal merger situation, a typical company only has one CEO, and that CEO in a merged company will typically be one of the CEOs from the pre-merger companies. That CEO will usually keep their own management team in place, so whichever source company that CEO came from will end up dominating the merger. This is what ruined Boeing—when they merged with McDonnell Douglas, even though "Boeing" was the name of the combined company, MD's famously financially-oriented management took control of the combined company and snuffed out Boeing's engineering-oriented culture. (And then let that marinate for a couple of decades and you get the 737 Max 8.)

I would argue that this practice should be made illegal or at least they should be required to keep the management of the better company (for regular people).  It does make one wonder why Boeing didn't know (or care) that they were basically committing corporate seppuku (and I would argue betraying their customers/the people).

There is no metric to define which is the "better" company which would universally apply to all M&As, so there's no way you could enforce that.

[vdeane]

Even in an ostensibly equal merger situation, a typical company only has one CEO, and that CEO in a merged company will typically be one of the CEOs from the pre-merger companies. That CEO will usually keep their own management team in place, so whichever source company that CEO came from will end up dominating the merger. This is what ruined Boeing—when they merged with McDonnell Douglas, even though "Boeing" was the name of the combined company, MD's famously financially-oriented management took control of the combined company and snuffed out Boeing's engineering-oriented culture. (And then let that marinate for a couple of decades and you get the 737 Max 8.)

I would argue that this practice should be made illegal or at least they should be required to keep the management of the better company (for regular people).  It does make one wonder why Boeing didn't know (or care) that they were basically committing corporate seppuku (and I would argue betraying their customers/the people).

There is no metric to define which is the "better" company which would universally apply to all M&As, so there's no way you could enforce that.

The next best thing would then be to require that a new CEO be appointed and the initial management team be a mix of the two companies.

[oscar]

There is no metric to define which is the "better" company which would universally apply to all M&As, so there's no way you could enforce that.

The next best thing would then be to require that a new CEO be appointed and the initial management team be a mix of the two companies.

What if one of the merging companies has a CEO better than the other company, or any other company? What if "a mix of the two companies" includes people who just won't get along with each other?

Why the haste to write novel rules to micromanage how companies run their businesses? How about just letting the merged company decide on the new management team, and suffer the consequences if they make the wrong choice?

[Scott5114]

There is no metric to define which is the "better" company which would universally apply to all M&As, so there's no way you could enforce that.

The next best thing would then be to require that a new CEO be appointed and the initial management team be a mix of the two companies.

What if one of the merging companies has a CEO better than the other company, or any other company? What if "a mix of the two companies" includes people who just won't get along with each other?

Why the haste to write novel rules to micromanage how companies run their businesses? How about just letting the merged company decide on the new management team, and suffer the consequences if they make the wrong choice?

Well, I can see why it might be attractive to want to micromanage an M&A, since it does generally remove an alternative from the marketplace and might therefore leave the consumer with no options they consider acceptable. But the better solution there is probably more thoughtful antitrust rules, not M&A rules.

It also kind of leads to the central question we are often grappling with in the Age of Enshittification: what do we do if the market refuses to provide a good product and the barriers to entry are too high for a newcomer to enter the market? The average Joe can't start a credit card company out of his garage. But again, that's not a question for M&A law.

[oscar]

Well, I can see why it might be attractive to want to micromanage an M&A, since it does generally remove an alternative from the marketplace and might therefore leave the consumer with no options they consider acceptable. But the better solution there is probably more thoughtful antitrust rules, not M&A rules.

The standard way to avoid "micromanaging an M&A" is to stop the merger in the first place, if you can prove a substantial threat to competition. That can involve a lot of work, if the companies persist, to persuade a Federal court to enjoin a merger (the court will hold your feet to the fire, as is their job). But it can be done. It's something I've done (with lots of help, antitrust litigation is expensive, and requires lawyers better than me in court). It doesn't always succeed, but when it does, the companies retain their competitive incentives to serve consumers, without micromanagement.

It also kind of leads to the central question we are often grappling with in the Age of Enshittification: what do we do if the market refuses to provide a good product and the barriers to entry are too high for a newcomer to enter the market? The average Joe can't start a credit card company out of his garage. But again, that's not a question for M&A law.

That "the average Joe can't start a credit card company out of his garage" doesn't necessarily mean existing credit card companies (or financial institutions with the resources to start new ones) can't fill any vacuums left by wrong-headed competitors.

[Scott5114]

The standard way to avoid "micromanaging an M&A" is to stop the merger in the first place, if you can prove a substantial threat to competition. That can involve a lot of work, if the companies persist, to persuade a Federal court to enjoin a merger (the court will hold your feet to the fire, as is their job). But it can be done. It's something I've done (with lots of help, antitrust litigation is expensive, and requires lawyers better than me in court). It doesn't always succeed, but when it does, the companies retain their competitive incentives to serve consumers, without micromanagement.

Yes, that is more or less what I was trying to say but worded by someone who knows what they're talking about. 

Thank you for all the work you did in this area over the years. It sounds like it was difficult work but it's important to keep the system running the way it's supposed to.

That "the average Joe can't start a credit card company out of his garage" doesn't necessarily mean existing credit card companies (or financial institutions with the resources to start new ones) can't fill any vacuums left by wrong-headed competitors.

Right, but I guess the question that I can never find an answer to is "If someone were to stand up a new company or product with more favorable terms for the consumer than the existing players, they should by all rights make a killing...so why is nobody doing that?"

[kphoger]

So... is my understanding of mergers completely wrong?  I had thought it was more like two companies getting married, not one being bought out by the other.  Or like a fusion from Steven Universe.

The reality is a lot more messy than the terminology implies. Any sort of consolidation between two companies is a unique, complicated legal maneuver that involves a lot of negotiation, so any consolidation can have some aspects of a merger and some aspects of an acquisition.

The is the correct answer.  Each situation is unique.

For example, in my line of work, we're all still wondering how the Charter Communication's acquisition of Cox is going to shake out.  But one thing that's certain is that it this acquisition/merger does not have the same dynamics as when Charter acquired Time Warner a decade ago.  Most obviously, the size differential isn't the same between the two acquisitions.  Things that happened with the TWC acquisition may or may not happen with the Cox acquisition, because each situation is unique.  There have even been rumors that, a year or two after Charter acquires Cox, they might change the branding of the new company to 'Cox'.  Who knows?

Remember when monopolies were illegal? Me neither.

That's a pretty hot take, that Capital One has a monopoly on the credit card business.

[hotdogPi]

That's a pretty hot take, that Capital One has a monopoly on the credit card business.

The monopoly (well, duopoly) being strengthened here is Visa/Mastercard from Discover ceasing to exist, as now American Express is their only competitor that's not tiny.