>Any citations for this extremely novel legal theory?
My point is that human emotions, passion, and endurance to withstand the stress of running a startup -- cannot be mandated by the FTC. That's not a legal theory that requires any cites.
If the founders don't want to mentally "stay in the game" to compete... that means there really isn't competition that we're hoping for. Founders are humans and not robots with a simple "compete" switch that the FTC can just flip on. If you disagree and think the FTC can force founders to do what they really don't want to do, explain how? Blocking this Adobe's transaction doesn't force cofounders to compete. They can still "sell" Figma in many ways besides a straight acquisition. Just more hoops to jump. Exclusive technology licensing to Adobe, or joint ventures, etc. Those would be a legal quasi "acquisition" by another name. The creative ways to structure "strategic business partnerships" are made possible because the founders would rather get some monetary reward instead of continuing to compete with Adobe.
Ok, outside observers like us can all pound the table saying "Figma should stay independent so there's competition for Adobe!" But... if the founders have mentally quit and don't want to compete, now what? See the problem?
You’re talking about a company with around a hundred million dollars in revenue. The founders can quit if they want, they can join the circus who fucking cares? The corporation is a distinct legal entity it can hire someone else.
None of this has anything to do with the fact that monopolies are destroying society and the FTC has a mandate to stop them.
>The founders can quit if they want, they can join the circus who fucking cares? The corporation is a distinct legal entity it can hire someone else.
But again, it's not a "distinct legal entity" that's competing that you can just assume as a given. You still need the people behind that entity with the state of mind to really want to compete.
Focus on the human actors .... If the other shareholders on the Board of Directors would rather sell their Figma ownership to Adobe to go along with founders Dylan & Evan selling -- instead of hiring new managers to replace them to continue trying to compete with Adobe, then there is no underlying competition there for the FTC to try and preserve.
Again, true competition requires motivation from the founders and the Board of Directors to actually want to compete.
The VCs in multiple rounds invested millions specifically in Dylan & Evan -- and not random hired managers -- to run Figma. They'd rather not hire replacements because it's too risky. Trying to find some hired guns that inevitably have less passion and energy than the original founders -- makes Figma less competitive, not more.
The thinking is similar for Adobe as the buyer. For them, the acquisition terms would have to include Dylan & Evan as "key people" joining Adobe as vice presidents for some years to keep improving Figma (or merging it with Adobe XD, etc) while their Adobe stock compensation vests.
When you contemplate business decisions you don’t get to consider illegal actions as your opportunity cost.
Like if you’re selling copper plumbing fixtures you can’t be like well if we were selling kilos of cocaine instead our prospects for higher margins would be different. It’s not even useful as a thought experiment.
Similarly, the value of Figma to a company that will use the purchase to create a monopoly position is higher than it would be to a general investor or public market. That’s because owning monopolies is more profitable.
But they’re also illegal. So I don’t give a fuck. And the fact that the founders are sad that it’s less profitable to do business without unlawful transactions isn’t relevant to anything.
> there is no underlying competition there for the FTC to try and preserve.
This is where you’ve made a mistake. It just means they thought there was more value in selling than competing. It doesn’t mean there’s zero value in competing, doesn’t mean they have no will or desire to compete.
What do you think would have happened if this deal fell through?
My point is that human emotions, passion, and endurance to withstand the stress of running a startup -- cannot be mandated by the FTC. That's not a legal theory that requires any cites.
If the founders don't want to mentally "stay in the game" to compete... that means there really isn't competition that we're hoping for. Founders are humans and not robots with a simple "compete" switch that the FTC can just flip on. If you disagree and think the FTC can force founders to do what they really don't want to do, explain how? Blocking this Adobe's transaction doesn't force cofounders to compete. They can still "sell" Figma in many ways besides a straight acquisition. Just more hoops to jump. Exclusive technology licensing to Adobe, or joint ventures, etc. Those would be a legal quasi "acquisition" by another name. The creative ways to structure "strategic business partnerships" are made possible because the founders would rather get some monetary reward instead of continuing to compete with Adobe.
Ok, outside observers like us can all pound the table saying "Figma should stay independent so there's competition for Adobe!" But... if the founders have mentally quit and don't want to compete, now what? See the problem?