Hacker News

Splitting a large company is already done to shed and transfer liabilities. Divisional Merger Tactic / Texas Two Step. [0] [1] Keep the yoke and drop the albumen with time and patience.

[0] https://batesonlaw.com/divisional-merger-tactic-how-liabilit...

[1] https://www.creditandcollectionnews.com/u-s-supreme-court-de...

You can bet that if the board of directors could show that unscrambling the omelet would result in greater shareholder value produced, it would suddenly be really easy to do...

I’m advocating for controlling the damage. The way I said it is cutesy, not literal.

I intended it to point out that it’s too easy to merge companies together but it’s effectively impossible to stop someone from becoming anticompetitive without a real consequence.

If we can’t make it easier to rip them apart then we shouldn’t be so slap-happy about approving them in the first place.

Why skip this part ?

> legislation needs to either make it just as hard to merge two companies as it is to unmerge them

large corporations spin off divisions into separate companies all the time

Yes, this is obviously the ask: why doesn't government unmix the omelet. Your very body unscrambles the omelet and makes you. It's what intelligent things do when they are moving agency into the proper places.

what is the purpose of regulation except to resist entropy in such strategic places?

That’s one half. The other, more interesting half, recognizes that unscrambling the egg is difficult, so we must take more precautions before scrambling it in the first place.

No, they're advocating for more scrutiny of whether the omelet is going to be very bad for everyone who isn't part of the omelet (yes, this metaphor is weird, but I didn't introduce it)

Undoing mistakes is usually difficult and costly, but still worth doing on the road to not making the mistake again. Grandfathering in the subversion of the economy and our democracy is worth fighting.

I don't think it's particularly unusual for a company to spin off another company?

Eh, thats a bit of a False analogy. spinning off a division of a company is easier than fully integrating another.

PE companies do it all the time.

I suspect a large majority of the issues you brought up with splitting can be addressed by legislation.

Off the top of my head, something along the lines of having a mandatory period of time where the company being acquired must be kept separate enough that the merger can be dissolved in a timely manner should it be deemed necessary. How long that window should be would be up for debate but personally I'd argue the window should scale somehow based on things like the valuations of each company involved, headcounts, and maybe even competitive landscape.

An example would be requiring both companies to perform a pre-merger assessment to determine positions/roles, technology use and regulatory requirements that must be maintained for a clean separation and creating a plan that gets filed with the relevant agencies to be used if/when the merger needs dissolving. If the time comes that they need to dissolve the merger but they don't maintain that separation, they still have to do it and you slap a fine on them equal to some percentage of that mergers cost to be paid by the parent company.

Hell, that idea alone would accomplish both making it harder to merge and easier to dissolve the merger.

> Technologically it's somewhere between messy and impossible. Now you no longer have Google's build stack or monorepo. You have to rewrite everything. You can't just move some VMs to a cloud provider of choice

You could give a copy to both successors. Probably would want to excise some of the repo on both sides, but build tools for sure would be fine to have a second copy. There's no need to rewrite everything, especially if Parent and Child are barred by court decree from entering overlapping businesses.

For things that really need a single corporate owner, you could potentially spin that off as well and have both successors contract from that one or depending on the terms of separation have a joint partnership.

Hosting would be messy, yes. But somehow the tech world outside google manages to run systems without Google tools. It would be an adjustment, potentially a large adjustment and take a lot of hours.

> You need to hire all the roles that weren't part of that organization before (HR, legal, compliance, etc.)

> You need to register this new entity in all the countries it operates and/or has employees in

This costs money, people, and time, but it's straight forward. HR and legal would likely need some additional people, but likely you assign the people who work with the spinoff business to the spin off corporation and then back fill as needed.

I disagree with your premise that I shouldn’t express concern/opinions or point out problems with things that affect me simply because I’m not a trained expert in that thing.

> There's no such thing.

Spinning off companies happens all the time.

I worked at HP in 2015 during it's split into Inc and HPE.

I then worked at FireEye during it's split.

Fun times.

This is far from impossible, and happens all the time when, for example, a company spins off a subsidiary, or any number of other situations.

It's hard isn't really a blocker, it's just saying 'this isn't convenient for us', which is why it would have to be forced by legislation.

I have less sympathy for Facebook/Meta. Zuckerberg is on record as saying IG can hurt us. The Whatsapp co-founder Acton saying "it's time. delete Facebook". The fact Zuckerberg's engineers were apparently specifically asked to merge the backends to make them harder to break up. I have very little sympathy for that specifically. I'm not thrilled with a lot of the things Google has done with (say) Youtube - people LOST THEIR ACCOUNTS because of forcing the link to Google+ - but I don't think it's in the same league

Chrome is one of those nebulous areas. If they're dictating web standards they deserve at least an antitrust glance

And yet, Bell was split.

The money is nbd, but it's much more important to Google (same as it would be for any of the other tech giants) to keep a certain streak going - 42 years now and counting since the government forced a large or important company to do anything even resembling breaking up. A loss here would serve as precedent (either legally, or at minimum in people's emotions) that you CAN force a divestiture. If Google can be forced to divest this business, why not Chrome, YouTube, or Android? Why can't Apple be forced to divest the App Store business, or Amazon be forced to divest AWS?

Great question. The adtech is what rigs the auctions for their moneymaker, the ads.

If they no longer own the adtech then their ad revenue suffers greatly.

Why assets and not existing antitrust metrics like market share? Assuming market share is reasonably defined

Also worth a shoutout is the fact that Google also got off scott free for their main monopoly case (the "will they have to sell Chrome?" headlines from a while back). I won't pretend to have even a vague idea of why exactly both rulings (sentencings?) came down so leniently, but it does seem even more unlikely that any sort of executive branch interference was at play.

we got rick grimes over here walking into atlanta

To the contrary, the entire DOJ understands that FAANG and the three-letter-agencies are one revolving door. Any judge that attempts to defang Google's data collection may well run afoul of the American surveillance system, which this administration will fight tooth and nail to defend.

Not very different from how federal protectionism keeps Apple's App Store centralized despite trillions of dollars in ostensible market damage. Anyone trying to loosen America's grip on software distribution is crossing an ugly national security line that we're all too ashamed to admit exists.

Yes. We had the same comments about Gulf of America.

Edit: I don't know that there's an actual database served up by the US Gov, but governments control the naming of these things within their own jurisdictions. All of the big mapping products have the ability to serve up different names based on where you're viewing from.

And Apple just renamed: https://apnews.com/article/apple-lake-ontario-america-google...

https://www.reuters.com/world/us/apple-maps-changes-name-lak...

Apple updated it yesterday. If I were Google I'd turn down that refresh rate and let someone else take the bad PR next time

Seems like something that should be user-configurable (like DNS servers). While the recent annoying renamings have drawn attention to the issue, landmark names have basically always been political.

I have been wondering this as well. I cannot imagine having this be autoupdated without review from a centralized database is a good idea. This is a process that needs to be frangible and have some friction in it.

In this day and age, GPS mapping tools have major implications for societal function, safety, economics, national security, healthcare, etc. I'm struggling to think of an industry where a sudden absence/subtle changes of named GPS mapping data would not have an effect.

If everyone relied on the same data base which could push changes to the map in the pocket of every resident of a nation that would be the first thing I would think to hack. Probably easier than actually jamming or spoofing GPS/GNSS over a huge area.

I do wonder how many people that criticize the renaming, were criticizing Obama when he rename Mt McKinley. What are the principles here? Or is it just names I like vs names I don't like.

Yeah it's meaningless to fight. Except not really. If the powers that be are corrupt we can simply keep calling it Lake Ontario across the board, and use the difference to find who is or isn't on my side on that issue.

The only people calling it Gulf of America or Lake America are hardcore MAGATs in my social circle. Even former Trump voters in my social circle are annoyed and not using the new names. So it's an effective way to figure out who is or isn't going along with the Administration today.

Democracy works best as a diffuse institution and is more than just voting. People are supposed to have rights and power themselves and I want them to try to make things better (whether I agree with them or not) and "corporations" are just groups of people. Needing to just go with the government, especially on something so clearly within their rights, is counter to the ideals of the system.

I can understand Google somewhat here (if I was running a business I wouldn't be happy wading into a political issue like this) but the idea that they are above criticism for just falling in line still doesn't resonate with me.

I will watch this. Generally I think you raise a fair concern, and I appreciate the shade of nuance.

By "compete with China" I mean at least have parity of competition with China in the essential technologies of the future, rather than falling behind into some sort of obsolence or inability to shape the global economy we all on the whole benefit from. If China becomes the dominant economic hegemon without a viable American competitive check, I think the world (and certainly Americans) will be worse off.

Meanwhile, a balanced competition between the US and China I think will benefit almost everyone on the planet, for reasons likely not that unlike what I expect Lina Khan will say in that video. There is no perfect solution, so I will look forward to hearing more of her perspective on this issue, thanks.

It is a good and important point. But again this is paired with vast amounts of public investment. So to focus on the government's prevention of single sources of power (that which could eventually threaten the primacy of the Chinese central government itself) obscures the issue.

In the United States we don't have the same reliability of public initiative. That's the point I'm making. Therefore, in such a context breaking up and weakening the companies that do makes us competitive doesn't strike me as a good strategy. And I wish more people would acknowledge that tradeoff in their anti "big tech" rhetoric.

I believe this question rests on a few faulty assumptions of the state of the AI race. Including the value of any particular snapshot in time when it comes to judgements about "who is ahead". And also failing to mention Google is an investor in at least one of the "two companies" I believe you are specifying.

If you think Google (or any large firm) is going to be by necessity be a loser in the AI race relative to smaller firms, you should go ahead and explain why you think that is.

Idk how you're defining "robust competition", but NVIDIA and CUDA definitely rule the GPU computing space right now, at least judging from a biased sample of what I read online. Those who experienced computing in the 1990s and 2000s know of the harmful effects that result when proprietary tech stacks become de facto monopolies. Think Adobe Flash, think Microsoft's "embrace/extend/extinguish" strategy. Perhaps antitrust law needs rework.

You’re partly right. It’s indeed mostly about AdX but also because Google owns all three sides of the equation (publisher-side via AdSense (and to a lesser extent DFP), AdX, and buy-side via Google Ads)

Thanks. I was trying to figure out exactly what's in scope here. I'd love to get a broad breakdown or a big pie chart that goes to this level of granularity so I can see where this sits within its other 'non-Google-property' ad businesses.

yea, a lot of people claiming "but its a clinton judge" dont really get this i think...

"long history of prevailing in court" is another way of saying "Google isn't being punished as much as they deserve"

> Their job isn't to make people happy.

Sure, but I think we can all agree the US legal system very, very, very rarely issues any ruling that materially punishes a corporation. Even the worst of the worst typically get off very easy.

Do you disagree with that?

What ruling? It isn't released yet. We have declining to breakup, based on behavioral remedies, and zero details.