Corporate law and antitrust law are generally understood to occupy distinct domains within the legal landscape. Corporate law primarily looks inward, governing how authority is allocated within the firm. Antitrust primarily looks outward, policing rivalry among firms in the marketplace. That division rests on a plausible premise: Governance arrangements may shape how a corporation is run, but they do not ordinarily affect competition in the marketplace itself.

That premise is becoming increasingly difficult to sustain. A small number of institutional investors now hold substantial positions across the public equity market, including in competing companies, and wield significant influence through voting, engagement, and market-wide stewardship policies. Their views of governance best practices often converge—a convergence reinforced by investor coalitions, trade associations, and proxy advisers.

In a new paper, I argue that these developments have transformed corporate governance into a potential instrument of competitive harm. What appears to be an internal governance choice at a single company can have market-wide effects when the same powerful investors promote similar arrangements across thousands of firms. The paper develops a two-level account of anticompetitive corporate governance. The first concerns competition among portfolio companies in product and labor markets. The second concerns competition among institutional investors themselves in capital markets.

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