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Institut für Haushalts- und Konsumökonomik Fg. Ökonomik und Management sozialer Dienstleistungen Prof. Dr. Christian Ernst Theory of the Firm - Economics of Strategy - III Prof. Dr. Christian Ernst Winter Semester 2009 / 2010

Theory of the Firm III 26.01.2010

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Page 1: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Theory of the Firm- Economics of Strategy -

III

Prof. Dr. Christian Ernst

Winter Semester 2009 / 2010

Page 2: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Contents

III. Firm BoundariesIII.III Organizing Vertical Boundaries

• Technical vs. Agency Efficiency• Process Issues in Vertical Mergers• Alternatives to Vertical Integration

III.IV Diversification• A Brief History• Why do Firms Diversity• Managerial Reasons for Diversification• Performance of Diversified Firms

2Theory of the Firm

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

ORGANIZING VERTICAL BOUNDARIES

Firm Boundaries:

3Theory of the Firm

Firm Boundaries

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Technical vs. Agency Efficiency

Organization of the vertical chain is a matter of choice. Firms can organize exchange around arm’s-length market transaction, or they can organize exchange internally(vertical integration).

Factors that affect the relative efficiency of market exchanges versus vertical integration:• Scale economies• Incentives• Coordination• Leakage of private information• Transactions costs of market exchange

Now we systematically study how these factors trade off against one another in particular circumstances.

4Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Technical vs. Agency Efficiency

The costs and benefits of relying on the market can be classified as relating to eithertechnical efficiency or agency efficiency.

Technical Efficiency

• Technical efficiency represents the degree to which a firm produces as much as it canfrom a given combination of inputs

• Technical efficiency indicates whether the firm is using the least-cost production process

Agency Efficiency

Agency efficiency refers to the extent to which the exchange of goods and services in the vertical chain has been organized to minimize the coordination, agency, and transactioncosts (compare Theory of the Firm II).

5Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Technical Efficiency/ Agency Efficiency Tradeoff and Vertical Integration

The appropriate vertical organization of production must balance technical and agency efficiencies. Oliver Williamson uses the term economizing to describe this balancing act.

• ΔT represents the minimum cost of production under vertical integration minus the minimum cost of production under arm’s-length market exchange;that is, it reflects differences in technical efficiency.

• ΔA represents the transactions costs when productionis vertically integrated minus the transactions costs when it is organized through an arm’s-length market exchange. This curve reflects differences in agency efficiency.

• ΔC is the vertical sum of ΔT and ΔA and represents theoverall cost difference between vertical integration and market exchange.

• The horizontal axis measures asset specificity, denoted by k.

6Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

TRADEOFF BETWEEN AGENCY AND TECHNICAL EFFICIENCY

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Technical Efficiency/ Agency Efficiency Tradeoff and Vertical Integration

7Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

THE EFFECT ON INCREASED SCALE ON TRADEOFF BETWEEN AGENCY EFFICIENCY AND TECHNICAL EFFICIENCY

As the scale of the transaction increases, the firm’s demand for the input goes up, and a vertically integrated firm can better exploit economies of scale and scope in production.

• Its production cost disadvantage relative to a market specialist firm will go down, so the curve ΔT will shift downward.

• Increased scale accentuates the advantage of theorganizational mode with the lowest exchange costs. Thus, curve ΔA twists clockwise through point k*.

• The intersection of the ΔC curve with the horizontal axis moves leftward, from k** to k***, expanding the range in which vertical integration is the least-cost organizational mode.

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Technical Efficiency/ Agency Efficiency Tradeoff and Vertical Integration

Three powerful conclusions about vertical integration:

• Scale and Scope Economies If the firm is considering whether to make or buy an input requiring significant upfront setup costs, and there is a large market outside the firm for the input, then the firm should buy the input from outside market specialists.

• Product Market Share and ScopeA firm with a larger share of the product market will benefit more from vertical integration than a firm with a smaller share of the product market.A firm with multiple product lines will benefit more from being vertically integrated in the production of components for those products in which it can achieve significant market scale.

• Asset SpecificityA firm gains more from vertical integration when production of inputs involves investments inrelationship-specific assets.

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Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Real-World Evidence

Evidence suggests that many real-world firms behave in accordance with these principles.The evolution of the hierarchical firm discussed in “THE EVOLUTION OF THE MODERN FIRM” is certainly consistent with the product market scale and the asset-specific effects.A key step in the growth of the modern firm was forward integration by manufacturers into marketing and distribution.

Statistical evidence on vertical integration from a variety of industries is also consistent with the theory developed earlier. Consider these examples from strategy research:

• AutomobilesGreater applications engineering effort is likely to involve greater human asset specificity.It was hypothesized that car makers would be more likely to produce components that required significant amounts of applications engineering effort and more likely to buy components that required small amounts of applications engineering effort.

Analysis of the data confirmed this hypothesisMonteverde, K. Teece, D. (1982): Supplier switching costs and vertical integration in the automobile industry, in: Bell Journal of Economics, Vol. 13, p. 206 – 213.

9Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Real-World Evidence

• Aerospace IndustryConsistent with the asset-specificity hypothesis, it was found that greater design specificity increased the likelihood that production of these airplane components was vertically integrated.More complex components were more likely to be manufactured internally.Masten, S.(1984): The organization production: evidence from the aerospace industry, in: Journal of Law and Economics, Vol. 27, p. 403 – 417.

• Electric Utility IndustryCoal-burning electricity-generating plants are sometimes located next to coal mines (site and physical-asset specificity).It was found that Coal-burning plants/ utilities are much more likely to be vertically integrated than other plants. Otherwise coal suppliers relied on long-term supply contracts to prevent holdup.Joskow, P. (1985): Vertical integration and long-term contracts: the case of coal-burning electric generating plants, in: Journal of Law and Economics, Vol. 33, p. 32 – 80.

• Electronic ComponentsIt was found that greater asset specificity in the selling function was associated with a greater likelihood firms rely on their own sales forces rather than manufacturers’ reps.Anderson, E., Schmittlein, D.C. (1984): Integration of the sales force: an empirical examination, in: RAND Journal of Economics, Vol. 15, p. 385 – 395.

10Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Vertical Integration and Asset Ownership / GHM

The basic argument of the preceding section is that the interplay of technical and agency efficiency determines the relative desirability of vertical integration versus arm’s-lengthmarket contracting. Grossman, Hart, and Moore have developed a different theory for comparing vertical integration with market exchange (GHM-Theory).

GHM-Theory focuses on the importance of asset ownership and control and makes the critical observation that the resolution of the make-or-buy decision determines ownership rights. The owner of an asset may grant another party the right to use it, but the owner retains all rights of control that are not explicitly stipulated in the contract. These are known as residual rights of control. When ownership is transferred, the residual rights of control are transferred as well.

Taking incomplete contracting as a starting point, the GHM theory establishes that the formof integration affects the incentives of parties to invest in relationship-specific assets.

11Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Vertical Integration and Asset Ownership / GHM

Three alternative ways to organize transactions:

• Two units enter a transaction with each other (unit 1 being upstream from unit 2)• To carry out the transaction, the parties must jointly make an array of operating decisions• The parties cannot write a contract that specifies these operating decisions in advance• They must bargain over them once the transaction is underway

• NonintegrationThe two units are independent firms, each with control over its own assets.

• Forward IntegrationUnit 1 owns the assets of unit 2 (i.e., unit 1 forward integrates into the function performed by unit 2 by purchasing control over unit 2’s assets).

• Backward IntegrationUnit 2 owns the assets of unit 1 (i.e., unit 2 backward integrates into the function performed by unit 1 by purchasing control over unit 1’s assets).

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Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Vertical Integration and Asset Ownership /GHM

By having control over the other unit’s assets, a unit has a better bargaining position when it negotiates with the other unit over the operating decisions that they could not contract it can capture more of the economics value/ (quasi) rent created by the transaction boosting its willingness to make relationship-specific investments.

What about the other one?

Examples (GHM-Theory):

General Motors and Ford often own their own specialized tooling and dies, even though an independent firm produces body parts and components.

Similarly, in the glass bottle industry, large buyers will often retain ownership of specialized molds, even though an independent manufacturer produces the jars and bottles.

Quod vide Example 4.3 (Economics of Strategy; Besanko et al.)

13Theory of the Firm

Organizing Vertical Boundaries: Technical vs. Agency Efficiency

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Process Issues in Vertical Mergers

Merging on the vertical chain is not a clear make-or-buy decision, but more a matter of “buying” an opportunity to “make”. Whether that opportunity will be productive depends on how governance arrangements between the two merging firms develop.

• Governance arrangements delegate decision rights and the control of assets within firms(compare GHM-Theory)

• If an integrated firm does not get the governance right, then the benefits of integration may be lost

• Acquiring firms may gain governance rights over physical assets, but can never gain full governance rights over human capital a governance arrangement that does not grant acquired workers decision-making rights commensurate with their control over specialized resources thus risks being inefficient

Decision –Making rights for an activity should be given to those managers whose decisions will have the greatest impact on the performance of the activity.

• The process by which governance develops can also exhibit path dependence

14Theory of the Firm

Organizing Vertical Boundaries: Process Issues in Vertical Mergers

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Alternatives to Vertical Integration

This section poses the problem of the firm’s vertical boundaries rather starkly – the firm musteither make an input or purchase it from an independent firm through arm’s-length market transaction. A variety of in-between alternatives may capture the best of both worlds.

Hybrid ways of organizing exchange:

• Tapered Integration: Make and Buy

• Strategic Alliances and Joint Ventures

• Collaborative Relationships

• Implicit Contracts and Long-Term Relationships

15Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Tapered Integration: Make and Buy

Tapered integration represents a mixture of vertical integration and market exchange.A manufacturer might produce some quantity of an input itself and purchase the remaining portion from independent firms.

Examples:• Coca Cola and Pepsi

have their own bottling subsidiaries, but also rely on independently owned bottlers to produce and distribute their soft drinks in some markets

• General Motors had its own market research division but also purchases market research from independent

firms

Tapered integration offers three benefits:• Expands the firm’s input and/or output channels without requiring substantial capital outlays• The Firm can use information about the cost and profitability of its internal channels to help

negotiate contracts with independent channels• The firm may also develop internal input supply capabilities to protect itself against holdup

Any potential Problems?16Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Strategic Alliances and Joint Ventures

Since the 1970s, firms have increasingly turned to strategic alliances as a way to organizecomplex business transactions collectively without sacrificing autonomy.

17Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

Page 18: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Strategic Alliances and Joint Ventures

In a strategic alliance, two or more firms agree to collaborate on a project or to share information or productive resources. Firms may rely on a contract to spell out specific responsibilities for investing in assets as well as the distribution of earnings, but the contracts may be largely silent about the details of the collaborative effort.

A joint venture is a particular type of strategic alliance in which two or more firms create,and jointly own, a new independent organization. The new organization may be staffed and operated by employees of one or more parent firms, or it may be staffed independently of either.

18Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Strategic Alliances and Joint Ventures

The most natural candidates for alliances are transactions for which there are compelling reasons to both make and buy. Specifically, transactions that are natural candidates for alliances have all or most of the following features:

• The transaction involves impediments to comprehensive contracting

• The transaction is complex, not routine

• The transaction involves the creation of relationship-specific assets by both parties in the relationship, and each party to the transaction could hold up the other

• It is excessively costly for one party to develop all of the necessary expertise to carry out all of the activities itself

• The market opportunity that creates the need for the transaction is either transitory, or it is uncertain that it will continue on an ongoing basis

• The transaction or market opportunity occurs in a contracting or regulatory environment with unique features that require a local partner who has access to relationship s in that environment

19Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

20Theory of the Firm

Organizing Vertical Boundaries: Problems with joint ventures

Firm A and Firm B are considering a joint venture. Both need to invest a specific amount of money

MA: Measured Value of Investment in JV Firm A (Accounting value)MB: Measured Value of Investment in JV Firm B (Accounting value)VA: True value of firm A‘s investment in JV (unobservable)VB: True value of firm B‘s investment in JV (unobservable)

Why do we have [ ] ?- Historical cost - depreciation often - Salary of an employee delegated to JV does not measure her true capabilityFormal Contarcts on JV can only state specifics for

A A B BM V M VV

≠ ≠

Scope for manipula

n tio M

Page 21: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

21Theory of the Firm

Organizing Vertical Boundaries: Problems with joint ventures

( ) ( )

( ) ( )

(Gross-)Payoff-function:1 5 600

(Net-)Payoff-function: 1 5 600

A B A B

A B A B A B

Ü V ,V , V ,V

Ü V ,V , V V V V

= −

= + − − −

( ) ( )

Both firms "agree" to invest = = $ 1.000k,Agreement can only specify and .Further Agreement: A and B split JVprofits 50:50Case 1: Adhere to agreement (co-operate):

1 5 2 000 600 1 000 1

A B

A B

A B

V VM M

Ü V ,V , . . .= − − − 000 400 and will both make 200 from the a

Is this a realistic g

areement.

ssumption?

A B=

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

22Theory of the Firm

Organizing Vertical Boundaries: Problems with joint ventures

( )

Min

CASE 2: Firm plays Accounting tricks: if = 1.000, = 500, V 500 (you can only cheat so much)Firm A's strategy given any strategy :

0 5 1 5 600

0 25 0 75

0 25

A

B

A A B AV

A B

A

A

M VV

Max , , V V V

, V , Vd ,dV

π

π

→ =

= + − −

= − ⋅ + ⋅

= − <

( ) ( )

Free Rider Problem

Even though JVwould be profitable, no agreement can be r

0 500

B does the same Dominant Strategy Equilibrium500

1 5 1000 600 500 500eached!

100

* MinA A

* *A B

A B

V V

V VÜ V ,V ,

→ = = →

= =

= − − − = −

Page 23: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Collaborative Relationships

In the past few years, large firms throughout North America and Europe have increasinglyfocused on a core set of activities, outsourcing the rest to specialized trading partners in the vertical chain. These companies are following the lead of their East Asian counterpartsfor whom vertical disintegration has been the normal way of doing business for decades.

Firms relay on a labyrinth of long-term, semiformal relationships between firms up and down the vertical chain

• Subcontractor NetworksManufacturers make extensive use of networks of independent subcontractors with whom they maintain close long-term relationshipsThese relationships typically involve a much higher degree of collaboration between the manufacturer and the subcontractors and the delegation of a more sophisticated set of responsibilities to the subcontractor.

• KeiretsuThese systems are closely related to subcontractor networks, but they supposedly involve more formalized institutional linkages.

23Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

Page 24: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Dept, Equity, and Trade Linkages in Japanese Keiretsu

24Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

• Members with strong institutional linkages • Links further strengthened by social affiliation

and personal relationship among executives• Easy coordination and no holdups when

vertical chain activities are performed by keiretsu members

• Recent research indicates that Keiretsus are not what they were thought to be

• Members borrow from their central banks as well as from outside banks

• Members have extensive business dealings outside their Keiretsus

• Profitability of Keiretsus have always been average

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Implicit Contracts and Long-Term Relationships

An implicit contract is an unstated understanding between parties in a business relationship.But implicit contracts are generally not enforceable in court, so parties to an implicit contractmust rely on alternative mechanisms to make the understanding viable.

A powerful mechanism that makes implicit contracts viable is the threat of losing future business if one party breaks the implicit contract for its own gain.

25Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Example (p. 159)

Firm 1 and Firm 2 coordinate efforts and make each an annual profit of $ 1 mio. $. If they deal with another partner, annual profits decline to 0.9 mio. Both have an incentive to shirk on the commitment, boosting profits in one year to $ 1.2 mio for the shirker. Other firm will end relationship. Discount rate: 5%.

Shirking yields one time profits of $ 200.000 (1.2 mio. -1 mio.)Value of the continued relationship $ 100.000/0.05 = 2 mio. (!) (1-0.9)

Problem: Is the threat to end the relationship credible?

26Theory of the Firm

Organizing Vertical Boundaries: Alternatives to Vertical Integration

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

DIVERSIFICATIONFirm Boundaries:

27Theory of the Firm

Firm Boundaries

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Theory of the Firm

A Brief History

Many well-known firms are diversified – that is, they produce for numerous markets. Through diversification within their areas of business, firms hope to reduce costs andimprove market effectiveness by exploiting economies of scale and scope.

To measure how diversified a firm is at a given point in time, Richard Rumelt developed the notion of relatedness*. This measure depends on how much of a firm’s revenues are attributable to product market activities that have shared technological characteristics, production characteristics, or distribution channels.

Rumelt focused three characteristics of firms:• The proportion of a firm’s revenues derived from its largest business• The proportion of a firm’s revenues derived from its largest group or related businesses• The stages of a vertically integrated production process

* Rumelt, R. (1974): Strategy, Structure, and Economics Performance, Boston.

28

Diversification: A Brief History

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

A Brief History

Relatedness (Classification)

A single-business firm derives more than 95 percent of its revenues from a single activity

A dominant business firm derives 70 to 95 percent of its revenues from its principal activity

A related business firm derives less than 70% of its revenue from its primary activity, but its other lines of business are related to the primary one

An unrelated business firm or a conglomerate derives less than 70% of its revenue from its primary area and has few activities related to the primary area

29Theory of the Firm

Diversification: A Brief History

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

A Brief History

Conglomerate Growth After WW II• From 1949 to 1969, the proportion of single and dominant firms dropped from 70 percent to 36

percent• Over the same period, the proportion of conglomerates increased from 3.4 percent to 19.4 percent

But:Entropy Measure of Diversification• If a firm is exclusively in one line of business (pure play), its entropy is 0• For a firm spread out into 20 different lines equally, the entropy is about 3

Entropy Decline in the 1980s• During the 80s, the average entropy of Fortune 500 firms dropped form 1.0 to 0.67• Fraction of U.S. businesses in single business segments increased from 36.2% in 1978 to 63.9%

in 1989• Firms have become more focused in their core businesses

30Theory of the Firm

Diversification: A Brief History

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

A Brief History

Merger Waves in U.S. History• First wave that created monopolies like standard oil and U.S. Steel (1880s to early 1900s)

• The merger wave of the 1920s that created oligopolies and vertically integrated firms

• The merger wave of the 1960s that created diversified conglomerates

• The merger wave of the 1980s when undervalued firms were bought up in the market place

• The most recent wave of the mid 1990s in which firms were pursuing increased market share and increased global presence by merging with “related” businesses

Firms can diversify in different ways:• They can develop new lines of business internally

• They can form joint ventures in new areas of business

• They can acquire firms in unrelated lines of business

31Theory of the Firm

Diversification: A Brief History

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Theory of the Firm

Efficiency-based Reasons for Diversification

Economies of Scale and Scope

• Evidence of Scale Economies• If a merger is motivated by scale economies, the market share of the merged firm should

increase immediately following the merger• Data from manufacturing industries show that changes in market share were as expected*

* Brush, T. H. (1996): Predicted change in operational synergy and post-acquisition performance of acquired businesses, in: Strategic Management Journal, Vol. 17, p. 1 - 24.

• Evidence Regarding Scope • If firms pursue economies of scope through diversification, large firms should be expected

to sell related set of products in different markets• Evidence indicates that this happens only occasionally * *

• Several firms produced unrelated products and served unrelated consumer groups

* * Nathanson, D./ Cassano, J. (1982): Organization, diversity, and performance, in: The Wharton Magazine, Summer 1982, p. 19 - 26.

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Diversification: Why do Firms Diversity

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Theory of the Firm

Efficiency-based Reasons for Diversification

Economies of Scale and Scope

• Scope Economies Outside of Technology and Markets• Firms that produce unrelated products and serve unrelated markets could be pursuing

scope economies in other dimensions• Two explanations that take this approach are

− Resource based view of the firm (Penrose)− Dominant general management logic* (Prahalad and Bettis)

* Prahalad, C. K./ Bettis, R. A. (1986): The dominant logic: A new linkage between diversity and performance, in: Strategic Management Journal, Vol. 7, p. 485 - 501.

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Diversification: Why do Firms Diversity

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Efficiency-based Reasons for Diversification

Economizing on Transaction Costs

• If transactions costs complicate coordination, merger may be the answer• Transactions costs can be a problem due to specialized assets such as human capital• Market coordination may be superior in the absence of specialized assets

Internal Capital Markets

• In a diversified firm, some units generate surplus funds that can be channeled to units that need the funds (Internal capital market)

• The key issue is whether the firm can do a better job of evaluating its investment opportunities than an outside banker can do

• Internal capital market also engenders influence costs

34Theory of the Firm

Diversification: Why do Firms Diversity

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Efficiency-based Reasons for Diversification

Diversifying Shareholders’ Portfolios

• Diversification reduces the firm’s risk and smoothens the earnings stream• But the shareholders do not benefit from this since they can diversify their portfolio at

near zero cost.• Only when shareholders are unable to diversify (as in the case of owners of a large

fraction of the firm) do they benefit from such risk reduction

Identifying Undervalued Firms

• When the target firm is in an unrelated business, the acquiring firm is more likely to have overvalued the target

• The key question is: “Why did other potential acquirers not bid as high as the ‘successful’ acquirer?”

• Winner’s curse could wipe out any gains from financial synergies

35Theory of the Firm

Diversification: Why do Firms Diversity

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Potential Costs of Diversification

• Diversified firms may incur substantial influence costs

• Diversified firms may need elaborate control systems to reward and punish managers

• Internal capital markets may not function wellExample: Internal Capital Market in Oil Companies*

Investment in nonoil subsidiaries fell sharply after the drop in oil prices.

− If internal capital markets worked well, non-oil investments shouldnot be affected by the price of oil

− Managerial reasons may dominate the investment decisions

* Lamont, O. (1997): Cash flow and investment: Evidence from internal capital markets, in: Journal of Finance, Vol. 52, p. 83 – 109.

36Theory of the Firm

Diversification: Why do Firms Diversity

To examine the efficacy of cross-subsidization (nonoil subsidiaries), it was examined how investment in the nonoil subsidiaries changed when the price of oil fell dramatically in the mid-1980s.

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Benefits to Managers from Acquisitions

• Growth may benefit managers even when it does not add value for the shareholders• When growth cannot be achieved through internal development, diversification may

be an attractive route to growth• When related mergers were made difficult by law conglomerate mergers became

popular

• Managers may feel secure if the firm performance mirrors the performance of the economy (which will happen with diversification)

• Diversification will offer managers room for lateral movement and allow them to invest in firm specific skills

• Unrelated diversification may make it easier to motivate managers with pay for performance incentives

• Managers could be engaged in empire building and enhancing their status in their network at the expense of the shareholders

37Theory of the Firm

Diversification: Managerial Reasons for Diversification

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

Problems of Corporate Governance

All managerial motives for diversification rely on the existence of some failure of corporate governance – that is the mechanisms through which corporations and their managers are controlled by shareholders. If shareholders could (1) determine which acquisitions will leadto increased profits and which one will not and (2) direct management to undertake only those that will increase shareholder value, the possibility of managerially driven acquisitions would disappear.

But:

• Shareholders are not knowledgeable regarding the value of an acquisition to the firm• Shareholders have weak incentive to monitor the management• Shareholders may find it difficult to change management’ s decisions• Acquiring firms tend to experience loss of value

38Theory of the Firm

Diversification: Managerial Reasons for Diversification

Page 39: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

The Market for Corporate Control and Recent Changes in Corporate Governance

• Publicly traded firms are vulnerable to hostile takeovers• If managers undertake unwise acquisitions, the stock price drops, reflecting

− Overpayment for the acquisition− Potential future overpayment by the incumbent management

• Free cash flow (FCF) = cash flow in excess of profitable investment opportunities• Managers tend to use FCF to expand their empires• Shareholders will be better off if FCFs were used to pay dividends

• In an LBO (Leveraged Buy-out), debt is used to buy out most of the equity• Future free cash flows are committed to debt service• Debt burden limits manager’s ability to expand the business

39Theory of the Firm

Diversification: Managerial Reasons for Diversification

Page 40: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

The Market for Corporate Control and Recent Changes in Corporate Governance

Market for Corporate Control - Evidence

• Hostile takeovers tend to occur in declining industries and industries experiencing drastic changes where managers have failed to readjust scale and scope of operations

• Corporate raiders have profited handsomely for taking over and busting up firms that pursued unprofitable diversification

• LBOs may hurt other stakeholders− Employees− Bondholders− Suppliers

• Wealth created by LBO may be quasi-rents extracted from stakeholders• Redistribution of wealth may adversely affect economic efficiency

40Theory of the Firm

Diversification: Managerial Reasons for Diversification

Page 41: Theory of the Firm III 26.01.2010

Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

The Market for Corporate Control and Recent Changes in Corporate Governance

Redistribution and Long Run Efficiency

• Takeovers that simply redistribute wealth are rational from the point of view of the acquirers but sacrifice long run efficiency

• Employees and other stakeholders will be reluctant to invest in relationship specific assets

• Purely redistributive takeovers will create an atmosphere of distrust and harm the economy as a whole

• Possible reasons for the end of the LBO merger wave− Use of performance measures such as EVA− Increased ownership stakes by the CEO− Monitoring by large shareholders

41Theory of the Firm

Diversification: Managerial Reasons for Diversification

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

42Theory of the Firm

Diversification: Performance of Diversified Firms

Studies of Operating Performance

• Unrelated diversification harms productivity• Diversification into narrow markets does better than diversification into broad markets• Improvements in newly acquired plants may come at the expense of performance at

the existing plants

Valuation and Event Studies

• “Diversification discount” in valuation• Discounts may have existed prior to acquisition for acquisition candidates• Market for corporate control counteracts the diversification discount• Firms with the largest discounts get taken over

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

43Theory of the Firm

Diversification: Performance of Diversified Firms

Diversifying Acquisitions

• Shareholders of the acquiring firms do not benefit from the acquisitions • Negative effects on the acquiring firms are more severe when:

− the managers of the acquiring firms were performing poorly before the acquisition− the CEOs of the acquiring firms hold smaller share of the firms’ equity

Diversification and Performance

• Gains from diversification depends on specialized resources of the firm• Gains to unrelated acquirers get bid away in the auction for the target

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

44Theory of the Firm

Diversification: Performance of Diversified Firms

Long-Term Performance of Diversified Firms

• Long term performance of diversified firms appear to be poor

• One third to one half of all acquisitions and over half of all new business acquisitions are eventually divested

• Corporate refocusing of the 1980s could be viewed as a correction to the conglomerate merger wave of the 1960s

• Another view is that both the conglomerate diversification of the 60s and the refocusing of the 80s could be value creating

• Conditions in the 60s could have favored unrelated diversification and these conditions could since have changed (Example: Anti-trust climate)

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Institut für Haushalts- und KonsumökonomikFg. Ökonomik und Management sozialer DienstleistungenProf. Dr. Christian Ernst

45

Besanko, David et al. (2007): Economics of Strategy, 4th Ed., Evanston, Illinois.

• Organizing Vertical Boundaries: Vertical Integration and its Alternatives (p. 136– 162)• Diversification (p. 163 – 188)

• Examples 4.1 – 5.4 (see HOMEPAGE → STUDENTEN/- INNEN LOGIN → Masterstudiengänge)

Theory of the Firm

Literature and further Reading