Interlocking Directorates and the Antitrust Laws: A Conversation Between Roger Noll and Mark Lemley, Jerry S. Cohen Award Winner for Antitrust Scholarship

In this episode of Ruled by Reason, guest host Roger Noll, Professor of Economics Emeritus at Stanford University and a member of the Jerry S. Cohen Award Selection Committee, sits down with Mark Lemley, the William H. Neukom Professor of Law at Stanford Law School. The two discuss Professor Lemley’s award-winning article, Anticompetitive Directors, 125 Colum. L. Rev. 1939 (2025), co-authored with Professor Rory Van Loo of the Wharton School of the University of Pennsylvania and Lane Miles, a 2025 graduate of Stanford Law School.

The article won the 24th Annual Jerry S. Cohen Memorial Fund Writing Award, presented on June 4 at AAI’s 2026 Annual Policy Conference, Competition Policy, Journalism, and the Promotion of Truth Regarding Public Matters. The article provides the first large-scale analysis of interlocking directorates involving both public and private companies and finds 2,309 instances of individuals sitting on the boards of companies that are direct competitors. It meaningfully advances our understanding of the scope and competitive significance of interlocking boards, while proposing legal and structural reforms to address the problem.

Professor Noll and Professor Lemley discuss how the project grew out of earlier research on biotech company board interlocks (5:28); why many companies appear to have forgotten that interlocking directorates remain unlawful under Section 8 of the Clayton Act (7:49); whether the per se prohibition reflects outdated formalism or an important safeguard against softened competition and collusion (9:03); the role of investors, venture capitalists, and private equity representatives on competing company boards (10:39); the data the authors used to identify competitors and board relationships across the economy (18:19); the relationship between interlocking directorates and the common-ownership literature (23:43); whether interlocks may serve as a plus factor in proving collusion (27:22); and potential reforms, including stronger enforcement, board-disclosure obligations, and pre-clearance rules (29:29).

Antitrust scholarship that is considered and selected for the Jerry S. Cohen Award reflects a concern for principles of economic justice, the dispersal of economic power, the maintenance of effective limitations upon economic power, or the federal statutes designed to protect society from various forms of anticompetitive activity. Selected scholarship reflects an awareness of the human and social impacts of economic institutions upon individuals, small businesses and other institutions necessary to the maintenance of a just and humane society–values and concerns Jerry S. Cohen dedicated his life and work to fostering.

GUESTS:

Mark Lemley, William H. Neukom Professor of Law, Stanford Law School

Roger Noll, Professor of Economics Emeritus, Stanford University