After weeks of arguments in the Federal Trade Commission's monopoly trial, Meta is done defending its decade-plus-old acquisitions of Instagram and WhatsApp—at least for now.

The seven-week trial ended Tuesday, with the FTC urging Judge James Boasberg to rule that a breakup is necessary to end Meta's alleged monopoly in the "personal social networking services" market, where Meta currently faces sparse competition among other apps connecting friends and family. As alleged by the FTC, Meta's internal emails laid bare that Meta's motive in acquiring both Instagram and WhatsApp was to pay whatever it took to snuff out dominant rivals threatening to lure users away from Facebook—Mark Zuckerberg's jewel.

Talking to Bloomberg, Meta has maintained that the FTC's case is weak, seeking to undo deals that the FTC approved long ago while ignoring the competition Meta faces from rivals in the broader social media market, like TikTok. But Meta's attempt to shut down the case mid-trial was rebuffed by Boasberg, who has signaled he will take months to weigh his decision.

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Meta thinks there's no reason to carry on with its defense after the Federal Trade Commission closed its monopoly case, and the company has moved to end the trial early by claiming that the FTC utterly failed to prove its case.

"The FTC has no proof that Meta has monopoly power," Meta's motion for judgment filed Thursday said, "and therefore the court should rule in favor of Meta."

According to Meta, the FTC failed to show evidence that "the overall quality of Meta’s apps has declined" or that the company shows too many ads to users. Meta says that's "fatal" to the FTC's case that the company wielded monopoly power to pursue more ad revenue while degrading user experience over time (an Internet trend known as "enshittification"). And on top of allegedly showing no evidence of "ad load, privacy, integrity, and features" degradation on Meta apps, Meta argued there's no precedent for an antitrust claim rooted in this alleged harm.

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IPOs are making headlines again, which could mean Pat Healy's hopes for "hot and heavy" activity this year may not be completely quashed after all.

Healy is the founder and CEO of Issuer Network, which helps C-suite executives leading IPOs get multimillion-dollar marketing packages from prospective stock exchanges through "bake-off" bidding competitions. For the last 30 years, he's worked behind the scenes on some of the biggest IPOs and corporate spin-offs, including Facebook, Zillow, KraftHeinz, and 3M.

He's won praise from clients such as Jason Child, the CFO of the semiconductor company Arm (and the former CFO of Splunk), and Dick Grasso, a former CEO of the New York Stock Exchange, who sat on opposite the deal table from Healy when he first started Issuer Network in 1995.

He's helped clients get everything from free advertising at Davos to NFL players attending their closing bell ceremonies.

Never heard of him? There's a reason for that. Healy, who appears to be a forefather of this type of bake-off, or contest between companies, runs his business largely by word of mouth. He also refuses to spend a dime on marketing. Just take a look at the company's website — the very picture of a mid-2000s web interface.

"I could make a big deal about some of these things, but that's not who I am," Healy, 74, told Business Insider in an interview. "I believe I do a really good job for people, and I shouldn't go around bragging about it. I just let my customers do the talking."

With IPOs back in the spotlight, thanks to the fintechs Chime and eToro, BI sat down with Healy and spoke to people who have worked with him. We wanted to understand the business and the man behind it, including how he got his start, how an exchange bake-off works, and what he's been occupied with since public offerings took a nosedive in 2022.

IPO activity has whipsawed this year with Trump's tariffs, and Healy saw several of the offerings in his docket pulled due to market volatility. Where things go next is anyone's guess, but Healy is bracing for a potential torrent of demand.

"Who knows when the sun's going to come out?" Healy said. "When it does, I expect all these guys to put their foot on the gas and come to market right away."

In the early '90s, after having held multiple CFO roles at DC-area banks, Healy started doing consulting work for Nasdaq. His job, he explained, was to disincentivize companies from leaving for the NYSE at a time when Nasdaq was a lesser-known exchange for new companies.

"I designed and helped build products that were useful to CFOs so that if they decided to leave Nasdaq, they'd have to give something up," he said. "They'd be less inclined to do so. And it created a stickiness."

That opened Healy's eyes to what he called an unfilled gap. Investment bankers advising on IPOs don't want to get caught in the crossfire between the exchanges, he said (and many banks are themselves listed in the NYSE). There are other professionals who help companies get listed on an exchange, including business consultants, but Healy's appears to have been the first to specialize in this competitive process for marketing perks.

"I discovered that CFOs really didn't have anybody to talk to when they had to make a decision about where they're going to list their stock," he said.

"There was no one else doing it. And there's still no one else doing it," he added.

Issuer Network's first client was AOL, the now (mostly) defunct internet and instant messaging service. Healy said he managed to get a meeting with the CFO and convinced him to let Healy negotiate a "co-branding package" on the company's behalf.

"I just hopped in my car and went over to Tyson's Corner," a Virginia suburb of Washington, DC, where AOL was headquartered at the time. "I visited with the CFO. I said, 'Look, you're on the wrong exchange here.'"

In August 1996, AOL switched from the Nasdaq to the NYSE.

AOL was an example of a service Healy refers to as "switches." Today, most of his business involves advising companies about to go public on which exchange they should be listed. Beyond the trading style and fit of a given exchange, there are hidden levers that companies ccan pull, said Healy.

"Issuers are always focused on the listing fee," he said. "What they don't see is what the exchange is going to make off the listing."

Exchanges cannot technically buy a company's listing, but they can pick up the tab for co-branded advertisements or other marketing perks. That's where Healy comes in. He essentially creates a competition between the exchanges to see which one can offer clients the best package with their listing.

"We create pretty substantial co-branding packages and we literally bake it off," he said.

Typically, a company would contact the exchanges to say it's decided to make its listing decision "a competitive process." Then, Healy said, the company would lay out how it wants to reach customers, and the exchanges would come back with "a co-branding package commensurate with those defined outcomes." From there, it's a back-and-forth of negotiations and adjustments until the company (not Healy, as he emphasized) names a winner. The whole process typically takes about six weeks.

Healy wouldn't reveal how much these deals are worth — except for one, which is public. The package he got for Arm, a semiconductor company that went public in 2023, was worth $50 million.

"He understands exactly what the terms and conditions are for the market," Child, Arm's CFO, said. "So he can help you understand, as the issuing company, what is the benefit to the exchange? What is the value they can provide? What are the pros and cons?"

Child first hired Healy when he was Groupon's CFO for the tech company's 2011 IPO. He tapped Healy again in 2023 when Arm went public.

Arm's package with Nasdaq, for example, included several years of advertising at the Davos World Economic Forum in Switzerland. As part of its deal, another Healy client, PNC, got NFL Hall of Famers, including Jerry Rice and Emmitt Smith, to ring the closing bell at the NYSE with company employees in 2010.

There are moments when both sides are unhappy, said Healy, but it's all business — nothing personal.

"I maintain very good relationships with both exchanges," he said. "We have no agenda here other than the best deal for our client. And we don't favor anybody. The minute we do, we lose all credibility and we're out of business."

Of the IPOs that happened during the early days of Healy's business, only a small percentage of his clients were large enough to be eligible for the NYSE. Those that were crossed Grasso's desk, the former NYSE chief told BI.

"Some of my marketing people, in the early days of Pat's business, were highly skeptical," said Grasso, who headed the exchange from 1995 to 2003. "But after a couple of sit-downs with me, I was very comfortable that Pat was going to be fair."

Healy also advises clients on what he refers to as "spins," when a company spins off a part of its business into its own company. Issuer Network has worked on more of these during the recent IPO downturn.

"You've got Comcast spinning, Honeywell spinning, FedEx spinning. You've got quite a lineup of spins out there," he said. "We've done a lot of spins in our day, and we expect to be active in the spin market here for the foreseeable future — through the summer, at least. A lot of these deals will bleed into '26, but their exchange selection decision I expect will be made in '25."

Healy said he couldn't disclose current clients, but noted he worked on a spin with 3M last year. He advised the company as it spun off its healthcare business, now called Solventum, and led a bake-off between exchanges for both the parent and spin company at the same time.

"The winner takes all," Healy said. "So instead of getting a $5 or $10 million co-branding package for 'Spinco,' you get many times that amount for the whole enchilada."

(3M stayed with the NYSE, and Solventum joined its listings.)

Healy declined to discuss his fees, but said he follows a "satisfaction guarantee" policy: He tells clients they can "tear up our invoice" if they aren't happy — something of an anomaly on Wall Street.

Child called Healy "an old soul."

"He basically just tells you, 'Pay me what you think it's worth' when it's over," Child said. "It's like the opposite of dealing with an enterprise software person."

Healy's humble upbringing might explain his aversion to the spotlight. Growing up, he was one of nine children. His father was a mailman in the Cleveland suburb of Brook Park. The town was home to a Ford manufacturing plant, what Healy described as "an ugly scene" — not necessarily the kind of place you might expect someone who brokers deals on Wall Street for some of the largest corporations in the world to get their start.

"I'm just a hick from Ohio," Healy said. "People like talking to me. And I have something good to offer them. You build a momentum over time by just keeping your nose to the grindstone, delivering good results, and just shooting straight with people."

• Facebook is testing a downvote feature for comment sections. It's designed to cut down on spam.
• It would allow you to downvote comments that aren't "useful."
• Facebook has tested a dislike or downvote button before, but it never stuck. Will this be different?

Mark Zuckerberg has vowed to make Facebook great again, and Meta announced a tiny new feature that might be a step toward that goal.

As part of a series of features and policies aiming to cut down on spammy content, Facebook is testing a "downvote" button for comment sections. This would allow people to anonymously downvote comments that they deem less "useful."

This wouldn't be the first time something like this has come up. For nearly as long as the "like" button has existed (since 2009), the masses have yearned for a "dislike" button. Meta has toyed around with testing a feature like this, but ultimately has never done it.

Back in 2016, Facebook added the extra "reaction" emojis (smiling, laughing, hugging, loving). Geoff Teehan, a product design director at Facebook at the time, wrote a Medium post in 2016: "About a year ago, Mark [Zuckerberg] brought together a team of people to start thinking seriously about how to make the Like button more expressive."

Teehan explained why they went with additional reactions instead of just a "thumbs down" emoji:

We first needed to consider how many different reactions we should include. This might seem like a pretty straightforward task: Just slap a thumbs down next to the Like button and ship it. It's not nearly that simple though.

People need a much higher degree of sophistication and richness in what choices we provide for their communications. Binary 'like' and 'dislike' doesn't properly reflect how we react to the vast array of things we encounter in our real lives.

In 2017, Facebook also tested out a "thumbs down" reaction button for Messenger. This would've been similar to the Apple iMessage reactions that launched in the fall of 2016 and included a thumbs-down emoji.

Instagram has also considered something like this. In February of this year, Instagram head Adam Mosseri posted about a test of downvoting Instagram comments:

But will people understand what the downvote arrow actually means? Will they use it on comments that are extraneous and actually not "useful," or will they use it to try to crush comments they don't agree with or don't like?

I asked Meta about this, and a spokesperson told me that, unlike past tests of a dislike or thumbs-down button, this test will explicitly tell users that it's about being useful —a little text bubble below the button will say, "Let us know which comments aren't useful."

The test is still just a test. It might not actually end up being rolled out. Personally, I think that less-useful comments are less of a burning issue than some of the other AI-slop stuff on Facebook. (Facebook is working on combating some of that, too.) But hey, that's just my questionably useful comment.

At the Meta monopoly trial, Instagram co-founder Kevin Systrom accused Mark Zuckerberg of draining Instagram resources to stifle growth out of sheer jealousy.

According to Systrom, Zuckerberg may have been directly involved in yanking resources after integrating Instagram and Facebook because "as the founder of Facebook, he felt a lot of emotion around which one was better—Instagram or Facebook," The Financial Times reported.

In 2025, Instagram is projected to account for more than half of Meta's ad revenue, according to eMarketer's forecast. Since 2019, Instagram has generated more ad revenue per user than Facebook, eMarketer noted, and today makes Meta twice as much per user as the closest rival that Meta claims it fears most, TikTok.

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