Category: Independent Businesses

Heard of the Robinson-Patman Act? If you spend money, you should.

Small retailers have a law to help them compete but is little used.

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Have you noticed a considerable decline in local and regional retail businesses over the years?

Small groceries, pharmacies, hardware, music shops, bookstores have lost out to what we now call “Big Box”.

Some of this can be contributed to changing shopping tastes.  Big Box can offer the stock and breadth of products that smaller retailers cannot.  I admit that I go to Big Box for this reason.  Also, Big Box has a stronger online presence that some retail businesses have either not adapted well to or refuse to. 

Robinson-Patman Act

Local and regional retailers do have the support of the Robinson-Patman Act.  It was enacted in 1936 by Senator Joseph T. Robinson of Arkansas and Representative Wright Patman of Texas.  The Act was designed to restrict price discrimination by large suppliers and protect small retailers from national chain stores.  Suppliers could offer discounts to retailers who bought in bulk, but criteria had to be available to any retailer, without favoritism to individual ones.

The 1980’s saw enforcement begin to wane, as challenges to price discrimination began being seen as anti-competitive.  Businesses were allowed to violate either the law or the spirit of the law and get away with it.

Walmart and Pepsi Collusion

In late 2025 The Institute of Local Self Reliance sued the Federal Trade Commission (FTC) to make public censored details from the case involving PepsiCo and Walmart.  Brought by three Walmart customers, the suit alleged that PepsiCo was informing Walmart what other retailers were paying for the product and conspiring with Walmart’s knowledge to charge them a lower price, in keeping with Walmart’s well-known message of having lower prices.  The Trump Administration subsequently supported the decision by the current FTC to not pursue it any further.

Legislation

On March 19, 2026, Senator Chris Murphy of Connecticut filed in Congress the Fair Prices for Local Businesses Act.  In effect it would strengthen the Robinson-Patman act by eliminating loopholes that currently allow large companies from striking better deals with suppliers than their smaller rivals.  In other words, it would further codify as illegal the arrangement that occurred between Walmart and PepsiCo. 

Conclusion

One thing I advocate is strengthening anti-trust laws to allow for a greater definition of what anti-trust and anti-monopoly behavior is.  This can allow judges have better clarity as to what is in violation and what isn’t.  I support this law.  Equally important, it should go further and eliminate bulk discounts to large retailers.  Testimony from local and regional retailers on this would be welcome, and the media picks up on it as a priority. 

Contact your Senators and ask them to support this legislation.  At the same time ask them to support the Break Up Big Medicine Act, a bi-partisan legislation by Senators Hawley and Warren.  This targets Big Pharma and its acquisitions of health care companies and pharmacies.

 

 

The Core of American Capitalism

Human interaction is an overlooked part of capitalism defined

In the News

I see where Warner Bros. Discovery is giving the Paramount offer a second look at being acquired.  Paramount initiated this acquisition pursuit way back in September, 2025.  It has gotten much media attention, in the national news outlets as well as the business news.

If someone was not a student of economics and relied on the news media for his or her information, you may get the impression that this acquisition, and other big ones that get media attention, are the center of our economic system.  In addition to this acquisition, there is also the constant chatter of how Big Tech is investing umpteen dollars in artificial intelligence.  This sure has had an effect, both positive and negative on the stock market recently. 

Where is this Core?

In my opinion, it started with thousands of men and women throughout the decades who, with some material and financial resources combined with inspiration, went on to create great companies, both large and small,  throughout this country.

I remember reading how both Apple and Microsoft got started in garages.  There is also Walt Disney starting out creating a Mickey Mouse cartoon called “Steamboat Willie.” 

However, since 1980 there have been individuals and companies involved in directions that have shifted much of our economy away from innovation and more about domination.  We have been introduced to such things as investment banks, leveraged buyouts, corporate raiders, hostile takeovers, private equity, private credit, stock buybacks, Pac Man defense, activist investors.  In my opinion they have all immensely deviated from this basic core.

The people involved in these activities are far away, literally and figuratively, from many people found on Main Streets throughout this country.  family and friends may work for local or regional businesses, where upper management has regular face-to-face contact with both employees and customers. 

This personal, human interaction is, in my opinion, where you find the core of our capitalist system.  Laws and tax reform should be in place to help keep businesses independent who want to be independent.  Legislators should give primary attention to small business issues more than corporate campaign contributions. Large corporations are not inherently bad, but the distant relationship between management and employees and customers located hundreds of miles away or across oceans, reduces these people to being mere statistics on paper or a screen.  Decisions can thus be made without the decision makers having any personal interaction with those on the front line.  Decisions based on statistics is important but should also include the personal input from employees and customers.

Final Thoughts

I have written before wondering what is going through the minds of Warner employees with all this acquisition talk.  Customers are also faced with the thought of less entertainment choices and possibly higher costs.  This is high dollar negotiations with huge financial consequences for everyone involved.  Fees and profits are to be earned by some, maybe not all.  Careers may also be on the line.   It is all very important.

It makes for high drama and entertaining news headlines, but has consequences.  Such corporate wheeling and dealing is far removed from what occurs on Main Street America.  Some may call this capitalism, and they may find sources to back that up.  But, in my opinion, this corporate world contributes to the decline in some American’s belief in the capitalist system. 

What do you think?

Some Hospitals are Dying as well as their Patients – Here’s Why

Private Equity’s track record with acquisitions should be basis for anti-trust

Hospital in Financial Distress

The impact of private equity’s expansion into healthcare is important.

On April 9-10 the PBS NewsHour broadcast a two part report on the effect private equity firms have had on the hospital industry. In this case it was on Cerberus Capital Management

“The impact of private equity’s expansion into health care” was the first installment:

Steward Health Care was once the largest private hospital system in the country. When the private equity-backed network filed for bankruptcy last year, it devastated providers and patients. Five of the eight Steward-owned hospitals in Massachusetts were salvaged by the state and two were shuttered.

Narrated by Paul Solman, it introduced the audience to Carney Hospital and Nashoba Valley Medical Center, both located in Massachusetts. They were purchased by Steward Heath Care, a subsidiary of Cerberus to manage its hospital purchases. They both closed after Steward acquired them, primarily due to not paying bills

People will come in for surgery. They couldn’t get the equipment. So they had to send them home. Sorry. It happened all the time. They owed so much money to creditors for equipment That they wouldn’t give them anymore.

Elaine Graves, Former Nurse at Carney Hospital

On the Steward Health Care website, they actually list the hospitals in Massachusetts and ones in Texas that were closed. It shows only one operating hospital, in Pennsylvania.

Steward Health Care filed for bankruptcy. Its CEO, Ralph de la Torre resigned after refusing to testify before Congress citing his Fifth Amendment right. A website entitled “The Truth About the Steward CEO” justifies both de la Torre’s actions and compensation.

The second episode, entitled “How private equity’s increasing role in health care is affecting patients,” has interview with experts who venture further into the effect decisions by private equity owners have on others than the company’s shareholders.

Make money, leave, make it however you want, make it for people who are invested in making money, and then you have got health care, which is all about delivering care to people. The cost is not the first thing. The delivery care is the first thing. And those two things do not mesh.

State Sen. Cindy Friedman (D-MA)

Solman provided some additional information on the history of private equity in the health care industry:

Steward bought 37 hospitals around the country.  More than 450 hospitals nationwide have been taken over by private equity, as well as nursing homes, emergency rooms, doctor’s practices, and air ambulances. One analysis finds that private equity investors spent more than $200 billion on health care acquisitions in 2021 alone, and $1 trillion over the past decade.

Analysis

The impact of private equity’s expansion into healthcare is important. Hospitals are struggling through the country. When an outside buyer comes in with the possibility of infusing cash to get the financial position in shape, it may look like a good deal. If the acquired company is going bankrupt, and the private equity firm is earning profits, something is definitely wrong with this scenario.

There are several issues involved here. One is, are all private equity firms bad or are there just some bad performers. Related to that is, are there any private equity firms that have actually done a good job at creating a sound financial footing that employees/customers are happy with? If so, what is their business model? Hospitals are in financial straits because of their never-ending battle with insurance companies and discrepancies over payments. In addition, this situation with Steward Health Care also involves such issues as privatization, financialization, stakeholders versus shareholders and issues with small towns.

The history of a private equity’s acquisitions should be a basis for anti-trust violation.  Acquisitions that have either failed or gone into debt and bankruptcy are sold off as a tax write-off, there is something wrong here.  This is not capitalism.   There should be a law that required the private equity company itself to assume the debt for its acquisitions.  More on this will be coming in the later months.

Independent doesn’t mean you have to go it alone

There are organizations that can help the independent thrive as independent

There are organizations that can help the independent thrive as independent

Are you an independent business?  Do you want to stay independent?  Does your independence feel threatened by those that are bigger than you?

One is the National Federation of Independent Business (NFIB).  Their motto is as follows:

We are a nonprofit, nonpartisan, member-driven organization that advocates on behalf of America’s small and independent business owners—both in Washington, D.C., and in all 50 state capitals.

They are a business advocate, gathering member opinions nationwide in order to steer policy priorities.  They focus on taxes, healthcare, labor and regulations.

They also focus on competitiveness, working that both government and massive businesses make it impossible for them to compete.  Their website has a video on their anti-trust advocacy.

Another institute is the Center for American Entrepreneurs.  Their motto is as follows:

CAE is a nonpartisan Washington, DC-based research, policy, and advocacy organization that works with policymakers at the federal, state, and local levels across the country to build a policy environment that promotes new business formation, survival, and growth. We pursue this objective through a wide range of activities

They work in advocacy through an Advisory Council and provide issue analysis through a Research Council.  They also have a Board of Directors made up of entrepreneurs, startup investors and startup mentors.

There is also the U.S. Small Business Administration.  Their historical role has been to approve small business loans.  However, they are also involved with small business disaster relief.  In addition, their website provides links to various issues with starting a business, including how to win federal contracts. 

In  December, 2016,  Forbes magazine published the article, “43 Reasons You Should Support Small And Independent Businesses.”  They are primarily quotes from small business owners themselves.  If you identify with one or more of these, you may want to start a campaign to promote them to the general public.  In addition, they offer an Entrepreneurs and Small Business newsletter you can sign up for.

Cintas abandons pursuit of UniFirst

Tactic of pursuing hostile takeover fails

As a follow up to the article “Cintas and UniFirst’s Visions aren’t Uniform,” the Cincinnati Business Courier reported Cintas has dropped its bid for UniFirst.

In my opinion growth can be pursued by other means than acquisition. I heard this proposed acquisition referred to as a “hostile takeover,” which indeed it may have. These takeovers were often pursued years ago, made popular in the film, “Wall Street”. They do more harm than good.

Further articles will pursue this idea of growth and options available that companies can use to pursue it. Once again, the end doesn’t justify the means here.

Google’s Buy of Wiz May Not Be a Whiz-Bang

Past anti-trust pursuits may stall or stop this buy from going through

Google announced on March 18, 2025 a $36B (B as in billion) acquisition of Wiz.  They are a relatively new startup involved with cybersecurity. 

Google is technically a subsidiary of Alphabet, the parent company that owns Google and all the other acquisitions.

This would be Alphabet’s largest payout for an acquisition. 

This acquisition was attempted just last year in July.  Wiz declined the then offer of $23 billion, saying they wanted to pursue an initial public offering. 

This acquisition plans to undergo federal anti-trust scrutiny.  A major reason is that over the years Google has acquired a boatload of companies.  According to Wikipedia, the total is a staggering 261!  Some of those bought are You Tube, Fitbit, Android, reCAPTCHA, Invite Media, Skybox Imaging, Dropcam.  Google is technically considered one of the acquisitions, thus under Alphabet. The question here is, does a company with over 250 acquisitions qualify as a monopoly?

Alphabet has a history of anti-trust pursuits, and not all by the U.S. government.  Most of these have been over Google’s perceived monopoly over the search engine market, including entering into exclusive agreements with device manufacturers to provide its browser.  A separate lawsuit focuses on its digital advertising platform.  Not only by the U.S. federal government but also European governments as well.  My argument is whether Google has created a monopoly based solely on its acquisitions. 

ANALYSIS

What’s wrong here?  How can you avoid being slapped with the name of oligarch if you have over 250 acquisitions?  How can you avoid this scene being labeled as a monopoly?  Does your company have over 100 acquisitions, let alone 250?  Is acquisition the only way for Google to “grow?” 

If Google needs improvement with cybersecurity, can’t they develop their own?  Or they could form a partnership.  Or they could simply purchase the service as a customer.  These other companies could still exist as independent entities.  Why does Wiz and hundreds of others have to be “acquired”. Alphabet may have legitimate evidence to justify it.  However, theirs is not the only valid point of view here.  It then becomes determining which valid argument takes priority.

POSSIBLE SOLUTIONS

  • Have Alphabet pay an annual acquisition tax for every acquisition they have made.  The idea here is not to slap a tax on simply being large but on specific behavior. 
  • Have the courts break up Alphabet from its acquisitions, leaving what it may have developed itself.
  • Provide “incentives” for Google and the other Big Tech companies to divest their acquisitions on their own.  Divestiture is something recently pursued by both General Electric and Honeywell.
  • If the courts rule that Google is not a monopoly, laws need to be rewritten so the courts can rule based on specific statutes and not on wide interpretation.

This proposed acquisition will be interesting to follow in the coming months. Future articles here will explore further the idea of defining “growth” as well as this pursuit of divestiture.

Cintas and UniFirst Visions aren’t Uniform

This is a classic example of what’s wrong with mergers and acquisitions today. 

Cintas Uniforms Truck

On January 7, 2025, Cintas Corp. announced a $5.3 Billion offer to purchase rival UniFirst.  Both companies’ core business is corporate uniforms.  Cintas is headquartered in Mason, OH, over 20 miles north of Cincinnati.  UniFirst is in Wilmington, Massachusetts. 

This proposed acquisition has an interesting history.  Cintas proposed acquiring UniFirst in February 2022, but the offer was rejected.  Management has now rejected this second offer.

Steve Watkins of the Cincinnati Business Courier quotes Cintas CEO Todd Schneider saying:

 “We call on the UniFirst board, its controlling shareholders and management team to immediately engage with us to reach a mutually acceptable definitive agreement that delivers the full value of this combination for shareholders and other stakeholders…We firmly believe in the compelling strategic fit between our two companies, and our offer would deliver immediate and compelling value to UniFirst shareholders…The combination would also amplify the benefits of Cintas and UniFirst’s ongoing technology investments to drive growth and benefit our collective customers and employee-partners.”

UniFirst issued a response, saying:

“The board conducted a careful review of the unsolicited proposal and determined that it is not in the best interests of UniFirst, its shareholders and other stakeholders,” adding the decision was made based on the offer price, business risks and feedback from its largest shareholders.

Cintas

Cintas is 3½ times larger, with $9.6 Billion in revenue, versus $2.7 Billion for UniFirst.  UniFirst has an interesting strategy, though, to fight back.

UniFirst posts on its website suggestions directed at customers of companies acquired by Cintas to consider switching to them.  And there is more than one company listed.  How about that!

Resistance Strategy

Cintas is not a bad company.  Watkins published an article in 2024 that highlights its positive work culture. 

Analysis

Cintas’s approach to acquiring UniFirst is a classic example of what’s wrong with mergers and acquisitions today.  It is a business chess game where the opponent is forced to play.

If someone came out of the blue to tell you what is in your best interest, would you like that?  Is this a way to win friends and influence people?  I know that many people preach about the benefit of “persistence”, but in this case “persistence” is really bullying, isn’t it?

If a company’s management is actively pursuing an acquirer, do their homework and find “the right fit”, that’s one thing.  A merger may be a better option than an acquisition, though.  In this case bullying tactics are used where the only real question the acquirer asks is “what’s in it for me?” 

Corporate Directions

Cintas’ approach to its employees is totally different to its acquisition process, isn’t it?  It is like they act as a Jekyll and Hyde company.  Do you believe companies should engage in bullying tactics with their competition?  Is this how you operate?  Does the end justify the means here?

FIGHT THE POWER!

Achieving power over others through consolidation does not justify pursuing growth.

Make America Great Again…

That is a great campaign slogan, no matter what your opinion is of Donald Trump. However, he seems to define it in mainly terms of removing illegal aliens and implementing tariffs. I also would like to make America great again, but focus in a different direction

This America still exists but not in the numbers some fifty years ago. Beginning in the 1980s numerous industries began to go down the road of consolidation. For acquired private firms it often resulted in a major culture shift. For publicly traded companies, an acquisition was often sold as to what was in the best interest of shareholders. In the last 50 years many shareholders for public companies are mutual funds, pension funds, and other investment firms that have only a financial and not personal interest in the firm. This strategy has often been at the expense of employees, customers and communities. These three have also been at a similar disadvantage at some privately held companies too…. (Contd. – page link below)

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