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A Search-Based Theory of Flavien Moreau; Semih Üslü WP/25/239 IMF Working Papersdescribe research inprogress by the author(s) and are published toelicit comments and to encourage debate.The views expressed in IMF Working Papers are IMF Working PaperResearchDepartment A Search-Based Theory of Mergers andAcquisitions Authorized for distribution by Petia Topalova IMF Working Papersdescribe research in progress by the author(s) and are published to elicitcomments and to encourage debate.The views expressed in IMF Working Papers are those of the ABSTRACT:We develop a search-based theory of mergers and acquisitions with heterogeneous firms andendogenous search complementarities. We use this model to understand how merger incentives and the firmsize distribution interact. In equilibrium, search costs and entry rates determine search intensities and shapethe distribution of market power. We derive the law of motion of the firm size distribution, provide closed-form RECOMMENDED CITATION:Moreau, Flavien and Semih Üslü. 2025.“A Search-Based Theory of Mergers WORKING PAPERS A Search-Based Theory of Mergers Prepared byFlavien Moreau and Semih Üslü A Search-Based Theory of Mergers and Flavien Moreau†r⃝Semih ¨Usl ¨u‡October 14, 2025 Abstract We develop a search-based theory of mergers and acquisitions with heterogeneousfirms and endogenous search complementarities.We use this model to under-stand how merger incentives and the firm size distribution interact. In equilibrium,search costs and entry rates determine search intensities and shape the distributionof market power. We derive the law of motion of the firm size distribution, provide JEL classification: D82, D83, E40, E50 “A successful search program combines methodical hard work withoccasional instances of pure luck; that is, ‘being in the right place atthe right time.’ But luck in the M&A business isn’t just happenstance. — Jeffrey C. Hooke, M&A:APRACTICALGUIDETODOING THEDEAL 1Introduction Acquisitions have become an increasingly common exit strategy for start-up compa-nies backed by Venture Capital (VC) firms (Figure 1).When made by large incum-bents, these acquisitions mechanically generate an increase in business concentration– at least momentarily –.This increase in concentration has raised concerns aboutincreased market power, prompting regulators to reconsider whether merger control Studies of mergers and acquisitions (M&A) have traditionally taken a partial equi-librium and static perspective, and are therefore often silent on the broader implica-tions that M&A activities and antitrust policies to regulate them can have. Searchingfor M&A is a costly activity whose returns depend on the distribution of available In this paper, we develop a continuous-time frictional goods market framework tostudy the dynamic implications of M&A and their market-wide implications for theevolution of the distribution of market power. We do so by building on the New Mon-etarist (Choi and Rocheteau, 2021). In particular, our modeling of the real economyand market power borrows key elements from the canonical game-theoretic models Our first contribution, taking search intensity as given, is to derive analytical ex-pressions characterizing the merger dynamics. We solve for the Kolmogorov ForwardEquation and use the characteristic function to describe the moments of the firm distri-bution. Both the first and second moment are strictly increasing in the search intensityand the amount of synergies created by M&A transactions. We then solve for the firms’equilibrium value function, where, importantly, markups arise endogenously from bi-lateral bargaining between firms and their customers.The presence of markups, in Next, we delve into the details of how firms respond endogenously to merger op-portunities by choosing their search intensity optimally. In particular, we show thatmultiple equilibria can arise under certain conditions.In particular, a low search-intensity equilibrium can coexist with a high search-intensity equilibrium. While thelow-intensity equilibrium is stable, the other is not and vanishes when search costs Source: National Venture Capital Association, cited in Ederer and Pellegrino (2023) that affecting the cost structure of the economy, either the search costs, the operatingcosts, or the rent-seeking costs, have similar effects on the equilibrium search intensi-ties. But while they naturally depress the low-intensity equilibrium, they can, counter- Related LiteratureOur search-theoretic approach to market power provides an al-ternative lens to the extensive analyses of horizontal merger policy that focus on theclassic trade-off between the potential efficiency gains and the increased market powerusing static frameworks (Williamson, 1968). Merger approval rules have been the fo-cus of a small and recent theoretical literature started by Besanko and Spulber (1993). However, there is limited causal evidence regarding the macroeconomic impact