Illiberal Democracy, Merger Regulation, and Corporate Culture

This Essay examines how the second Trump Administration has weaponized merger regulation and regulatory approval processes as tools of corporate capture in service of democratic backsliding toward an illiberal regime. Drawing on theoretical frameworks of competitive authoritarianism and illiberal democracy, this paper demonstrates how discretionary regulatory authority combined with weakened enforcement mechanisms creates opportunities for grand corruption that systematically undermines liberal democratic institutions. This Essay accomplishes three primary objectives. First, it establishes the essential characteristics of illiberal regimes which maintain the facade of democratic institutions while systematically skewing the political playing field through selective enforcement and regulatory capture.

Second, it analyzes the relationship between illiberal governance and corruption, showing how both petty and grand corruption serve as necessary scaffolding for autocratic consolidation. Third, it provides detailed case studies of how the Trump Administration has deployed merger review processes to coerce corporate compliance and capture critical civil society institutions. This Essay’s central case study focuses on the Paramount-Skydance merger, where the Administration leveraged FCC approval processes and personal litigation to extract both financial settlements and editorial concessions from CBS News. Additional examples reveal a systematic pattern of using regulatory discretion in the context of merger approvals to reward allies and punish opponents, transforming ostensibly neutral administrative processes into instruments of political control.

This Essay concludes that the Trump Administration’s approach effectively captures corporate media and other key economic actors, demonstrating how democratic backsliding can occur through the perversion of existing legal and regulatory frameworks rather than their outright abolition. This analysis serves as both documentation of ongoing democratic erosion and a warning about the vulnerability of regulatory systems to autocratic capture.