ORCID
Federico Ghezzi – 0000-0003-0991-0521
Keywords
antitrust, common ownership, mergers, ESG
Abstract
This article analyzes the recent attempt by the Texas Attorney General to invoke the common ownership doctrine as a new antitrust weapon against large institutional investors allegedly engaged in coordinated ESG strategies. The case represents a peculiar reversal of the traditional logic of the theory: rather than being used to constrain horizontal shareholdings that may reduce competition, common ownership is deployed here to challenge collective action aimed at promoting environmental sustainability. The paper situates this development within the broader debate on the anticompetitive effects of horizontal ownership, briefly examining the economic assumptions underlying the theory, the limits of its empirical verification, and the interpretive challenges it poses for merger control enforcement. It argues that the Texas complaint, by framing ESG engagement as a collusive restraint, risks expanding antitrust scrutiny into domains of corporate governance and sustainable finance that were previously considered beyond its reach. At the same time, the analysis underscores how recent merger guidelines and judicial reasoning attempt to balance these competing concerns by distinguishing between passive investment, legitimate stewardship, and conduct that may reduce competitive pressure among commonly held firms. Ultimately, the article suggests that the Texas case illustrates not only the doctrinal instability of common ownership but also its potential transformation into an anti-ESG instrument within contemporary antitrust discourse.
Acknowledgements
Funding
This article received no funding.
Declaration of Conflict of Interests
The authors declared no potential conflicts of interest with respect to the research, authorship and publication of this article.
Declaration about the scope of AI utilization
The author did not use AI in the preparation of this article.
Recommended Citation
Ghezzi, F. (2026). The Texas Common Ownership Litigation: Sustainability, Competition, and the Boundaries of Asset Manager Capitalism. Yearbook of Antitrust and Regulatory Studies, 19(34). https://doi.org/10.7172/1689-9024.YARS.2026.19.34.1
Page Count
29
Received Date
09.01.2026
Accepted Date
14.04.2026
DOI
10.7172/1689-9024.YARS.2026.19.34.1
JEL Code
K21, K22, L41, G34, Q56
Publisher
University of Warsaw
