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The labor movement has long had an ambivalent relationship to antitrust policy in the United States. Trade unionists have considered concentrated markets to be more favorable environments for union power than decentralized markets: oligopoly demands fewer union resources for organizing and contract bargaining campaigns, and oligopolists can tame cutthroat competition and share product market rents with workers. This article takes a different view. Looking to the strategies employed by unions in decentralized industries, where unions rather than corporations took on the role of taming and regulating competition, it explains how unions have leveraged power over market governance into bargaining power over wages and working conditions. In the current age of vertical disintegration and fissured workplaces, union power over market governance is more important to shop-floor power than ever. Antitrust policy is one tool that can help restrain the power of corporations and make them more accountable to workers' collective power.

While the first business organizations to reach large size in the late nineteenth century did so through the route of vertical integration—formal ownership of assets and direct employment of workers—mid-twentieth-century franchising firms pioneered a new path to bigness, relying on restrictive contracts rather than formal integration to control their business organizations. Franchised chains replaced formal ownership and employment with contractual mechanisms known as vertical restraints (contractual controls on separate firms, such as price and supplier restrictions) to achieve uniformity and control over their outlets, without directly owning them. While most existing accounts of franchising focus on efficiency reasons for the evolution of the business form, this paper identifies a policy and legal mechanism: the relaxing of antitrust prohibitions on vertical restraints. These policy and legal changes were heavily lobbied for by franchising firms themselves. Whatever the efficiency implications of franchising, the increasing legalization of vertical restraints also had the benefit for franchising firms of allowing them to pull in the legal boundaries of the firm, leaving workers and other stakeholders outside. At the same time that they pursued franchising as a kind of vertical integration by other means, franchisors lobbied to preserve the legal benefits of having franchisees considered separate firms under a variety of laws, such as access to Small Business Administration loans and exclusion of workers at franchised establishments from access to collective bargaining and other rights against them.

This dissertation explores the consequences of institutional change in capitalist firms, focusing on vertical dis-integration, the legal boundaries of the firm and what David Weil has called workplace "fissuring," in which corporations place intermediaries (subcontractors, temp agencies, or franchisees) between themselves and workers, often with negative consequences for workers. It focuses specifically on franchising, a type of fissured workplace in which one firm outsources retail operations to smaller, legally independent franchisees. The first chapter uses archival sources to identify the legal and policy changes driving workplace fissuring in the franchising context: specifically the relaxing of antitrust prohibitions on vertical restraints (contractual controls on separate firms, such as price and supplier restrictions). These contractual mechanisms, which allow chains to achieve uniformity and control over their outlets without directly owning them, helped create fissured workplaces in the case of franchising. I show that franchising firms waged a struggle in courts and legislatures to expand their ability to impose vertical restraints, pulling in the legal boundaries of the firm and leaving workers outside. With a formal model emphasizing the two-level principal-agent problem in franchising (between franchisors and franchisees, and franchisees and workers), the second chapter shows that franchise brands can induce very high levels of franchisee effort by leveraging product market power and one-sided contract terms to reduce the franchisee's bargaining position. Franchising in this context functions as a type of surveillance and labor discipline organizational technology, in which franchise contracts induce franchisees to surveil production workers and extract high levels of effort from them, reducing the investments in monitoring and/or efficiency wages that franchisors would otherwise have to make. The third chapter exploits a new, hand-collected data set from 530 franchise contracts, to link, to my ...