M&A & Restructuring Strategies. Merger: Two Firms agree to integrate operations on relatively equal basis(usually 1 dominates another in mkt share/size/asset value) Hostile takeover: (delivers higher shareholder value than friendly acquires)(Preannouncement returns of hostile takeover anticipated with increase in bidder & target's share price). Diversification creates value by using excess resource. Restructuring used to correct with ineffective mergers/acquisitions. M used as means of growth to potentially lead to strategic competitiveness. ?ing ext env affect type of M used. M used cuz of uncertainty in competitive l. )Increase market power due to competitive threat 2)Spread risk due to uncertainty 3)Shift core biz to diff mkts 4)Manage industry & regulatory ? s. --> Increases strategic competitiveness & value. Shareholders of acquired firm earn above avg returns while shareholders of acquiring firm earn ~0 returns. Reflects investors' scepticism of projected synergies. Reasons for Acquisition 1)Increased mkt power(horizontal,vertical,related, sbjct to regulatory review & financial mkt analysis)able to sell good/service above competitive levels/costs of its primary or support activities lower than competitors.
Buy competitor/supplier/distributer to Increase size, resource & capabilities. Horizontal Acq helps to exploit cost-based & revenue synergies. Better Most effective when integrate assets with acqed firm. Vertical Acqsitions controls additional parts of value chain. (CVS/Caremark)Related acquisitions(acqing firm in related industry). Create value thru synergy by integrating resource & capabilities. 2)Overcome entry barriers. Help gain immediate access to international markets. Higher the barrier, higher chance firm will acquire. )Cross-border acquisitions(made btwn companies with HQs in diff ctys) global M declined in financial crisis. Chinese companies seek horizontal cross-border acqtns of natural resource. India seek access to pdt innovation capabilities & new br/distribution channels. 4)Cost of new product development & increased speed to mkt. Gain access to new pdts & to current pdts new to firm. Pharmaceutical firms. 5)Lower risk than developing new products. Acquisitions may become a substitute for innovation. Acquisitions shld always be strategic than defensive 6)Increased Diversification.
Diff for companies to develop pdts that differ from current lines for mkts in which they lack experience. Acquisition strategies used to support unrelated & related diversification stgies. More related firms are, greater prob acq is successful. Horizontal & related acqs contribute more to strategic competitiveness. Cisco. 7)Avoid excessive competition 8)Reshaping firm's competitive scope(Lessen dependence on specific mkts) 9)Learn & developing new capabilities. Broadens their knowledge base & reduce inertia. Acquire good talent through cross-border acqtns.
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Seek to acquire diff but related & complementary capabilities to build own knowledge base. Biological Drugs, AstraZeneca. Problems in achieving Acquisition success Greater success accrues to (select right target, avoid high premium by doing due dilligence, integrate operations,retain human capital to underst& target firm's operations) 1)Integration difficulties (cultures,diff financia & control systems, working relationships, resolve problems of status of acqed firm's executives) 2)Inadequate evaluation of target.
Due diligence - Potential acquirer evaluates target firm for acquisition. Done by investment bankers,accountatnts,lawyers,mgmt consultants. Without due dilligence, purchase price is made by pricing of other 'comparable' acquisitions than rigorous assessment of where,when,how mgmt can drive real perf gains. "bidding war" 3)Large & Extraordinary debt. Firms increase debt to finance acqtns. E. g. Junk Bonds. High debt increases chance of bankruptcy, downgrading credit rating & firm may divest some assets to relieve burden to remain solvent. )Inability to achieve Synergy. Assets worth more when used tgt than seperately. Created by efficiences from EOS, EOSC & sharing resources. Private synergy(combining & integrating target firm & acquiring firm's assets yield capabilities & core competencies that couldn't be developed by integrating either firm's assets with another firm. Transaction costs to acquire & create synergies (indirect & direct) 5)Overdiversification Related diversification outperforms unrelated.
Related diversification req more info processing, thus being overdiversified with smaller no. of biz units than unrelated. Scope created by over diversification causes mangers to rely on financial than strategic controls. Tendencyfor acquisitions to become substitutes for innovation. 6)Managers over focus on acqusitions Managers need to: search for viable c, complete due dilligence, prepare negotiations & manage integration process, can divert attention. 7)Too large --> Bureaucratic controls, stifling innovation.
Effective Acquisitions Complementary Assets/resources(meet current needs to build competitiveness, high synergy & competitive advantage), Friendly acquisitions(lower premiums,faster & effective integration), Due dilligence(overpayment avoided), Maintain Financial slack(Acquired firm has slack, financing is easier/cheaper), Low-moderate debt(lower risk/financing cost),Sustained emphasis on R of acqing firm (maintain LT CA in mkts), Acqing firm is flexible (faster/effective integration for synergy) Restructuring (firm ? s its set of biz or financial structure).
Deal with failure of acquisition/? s in ext or int env. Downsizing (reduction in no. of employee/operating units but may change the composition of biz in company portfolio) used when paid too high premium, reduce duplicate functional jobs. Downscoping(divesture,spin-off to eliminate biz unrelated to firm's core biz) Refocus on core biz Leverage Buyouts(party buys all of firm's assets with debt to take firm private). Restructure & sell. Management buyouts, Employee buyouts, whole-firm buy outs(purchase whole than part of firm). MBOs lead to downscoping, strategic focus, improved performance.
Downsizing-;reduced labour costs(ST) -; loss of human capital/lower performance(LT). Downscoping-; reduced debt costs/emphasis on strategic controls(ST)-;higher performance(LT). LBOs-;emphasis on strategic controls/high debt cost(ST)-;higher performance/risk[creates ST & risk-averse managerial focus](LT) International StrategyRationale for international diversification is to extend product life cycle. 4 benefits of using international strategy: 1)Increase market size (size of international mkt affect firm's willingness to invest in R&D to build CA in that mkt.
Firm prefer to invest more in cty with scientific knowledge&talent to produce value creating product & processes 2)increased EOS & learning (Firm able to exploit core competencies through resource&knowledge sharing btwn units & network partners across borders. New learning opportunities. BUT, firms need to have strong R&D system to absorb knowledge) 3)develop CA through location(lower basic cost of gds/services. Gain access to critical supplies/customers. Reduce liability of foreignness if low cultural distance) 4)return on investment (Generate above-avg ROI) International BL Strategies(cost leadership, differentiated, focus, integrated).
Determinants of National Advantage: 1)Factors of production. Basic Factors. Advanced Factors(digital comm systems & educated workforce). Generalized factors(highway system/ss of debt capital). Specialized Factors(skilled personnel in specific indsty). 2)Dem& conditions(nature/size of buyer's needs in home market for industry's gds/services) Large mkt sgmt produce dem& to create scaleefficient facilities. 3)Related & Supporting Industries (Italy's leather-processing industry provides leather to produce shoes. Supporting indstry & design services contribute to success of shoe industry.
Cameras & copiers are related industries in Japan) 4)Firm strategy, structure & rivalry(Germany technical training system for continuous product & process improvements. Italy designers. Japan cooperative & competitive systems facilitate cross-functional management of complex assembly operations. US compt btwn computer & software producers increase development). The factors are likely to produce CA when firm develops & implements an appropriate strategy that take advantage of distinct cty factors. International CL Strategy (scope of firm's operations thru pdct & geog diversification) Unilever Multi-domestic Strategy.
Decentralized decisions to SBUs. ! less knowledge sharing for firm as a whole =(no economies of scale,costly. Global strategy(centralized control at home office. SBUs interdependent to achieve integration across bizs) EOS. =( forgo growth opp in local mkts. CEMEX Transnational Strategy Flexible Coordination is required-Building shared vision & individual commitment thru integrated network. Starbucks China Environmental Trends :Liability of foreignness relative to domestic competitors. Regionalization(more similar culture, legal social norms)EU & NAFTA promotes regionalization.
Internatonal Entry Mode 1)Exporting (exporters must establish some means of marketing & distribution) ! high transportation costs, tariffs, less control of products, pay distributer fee,diff to market competitive product/provide customization to international mkt, Exchange rates volatility. 2)Licensing (purchase right to manufacture/sell firms pdts by paying a royalty)~exp& returns based on prior innovation. low cost, low risk ! little control, low returns. 3)Strategic Alliances(uncertain env) ~shared costs/risks/resources, gain access to new technologies, no tariffs! roblem integrating btwn partners (2 cultures) 4)Acquisitions(quicker) ~quick access to new mkt ! high cost(debt), complex negotiations, prob merging with domestic operations 5)New Wholly Owned Subsidiary(Green Field venture) ~Max control, potential above-avg returns ! complex, costly, time consuming, high risk. Export,licensing & strategic alliance good for early market development. Joint venture/greenfield venture -> IP rights not protected, high need for global integration, growing no. of competitors. Strategic competitive outcomes 1)Enhanced returns.
Decrease initially, then increase. Diversifying geographically into core biz areas positive effect on stock price. Offshore outsourcing created sig value-creation opp as firms move into flexible labor mkts. 2)Enhanced innovation. Exposure to new pdcts & mkts. Opp to integrate new knowledge into operations. Generation of resources to sustain innovation. Risks in international environment 1)Politcal Risk. Govt instability/regulations/corruption/conflict/war/conflicting & diverse legal authorities/potential nationalization of private assets/? s in govt policy 2)Economic risk.
Govt oversigh & control of economic&financial capital/weak IP rights&protections impact FDI/terrorism/investment losses from political risk/security risk of foreign firms acquiring key natural resources or strategic IP. Cooperative Strategy(shared objective) Strategic alliance(firms combine resources&capabilities to create CA) Leverage existing resource/capabilities to develop additional resources/capabilities for new CAs. Collaborative/relational Advantage-CA developed through a cooperative strategy. 3 Types of Strategic Alliances: 1)Joint Venture.
Siemens AG & Fujitsu -> Fujitsu Siemens Computers (Own equal % & contribute equally. 2 or more firm create legally independent company to share some resources/capabilities to develop CA). Optimal when firms need to create a CA that is diff from individual advantages & when highly uncertain hypercompetitive markets are targeted. 2)Equity. Baidu & Japanese telecom operator NTT DOCOMO (2or more firms own diff % of company they formed to create CA, e. g. many FDIs such as companies from multiple countries are making in China) 3)Non-equity. HP (2 or more firms develop contractual relationship to create CA.
Firm DOES NOT establish separate independent company thus don't take equity positions)-; less formal, fewer commitments & no intimate relationship. E. g. licensing/distribution agreements & supply contract. Reasons firm develop Strategic Alliances Allow partners to create value they couldn't develop alone & to enter markets faster with greater penetration. Firms lack full resources & capabilities to reach their objectives. Slow cyclemkt: Gain access to restricted mkt. Establish a franchise in a new mkt. Maintain mkt stability(establishing st&ards). Fast-cycle mkt: Speed up development of new goods/services.
Speed up new market entry. Maintain market leadership. Form an industry technology st&ard(). Share risky R&D expenses. Overcome uncertainty. St&ard-cycle mkt: Gain mkt power(reduce industry overcapacity). Gain access to complementary resources. Establish better EOS. Overcome trade barriers. Meet competitive challenges frm other competitors. Pool resources for large projects. Learn new biz techniques. BL Cooperative Strategy 1)Complementary Strategic Alliances (Vertical, horizontal) -firms share r&c in complementary ways to develop CAs. More value-creating than other strategies.
Vertical(from diff stages of value chain e. g. Nintendo) Horizontal(same stage(s) of value chain to create CAs. ) 2)Competition response strategy(to competitor's attacks). Becuz they can be diff to reverse & exp t operate, strategic alliances are formed to take strategic than tactical actions to respond to attacks. 3)Uncertainty reducing strategy (new pdt mkts/emerging economies 4)Competition-reducing strategy (explicit/tacit collusions) Tacit collusion - Firms in industry indirectly coordinate their production & pricing decisions by observing each other actions/responses.
Results in output below fully competitive levels & above fully competitive prices. !reduce service quality, on-time performance. Mutual forbearance- Form of tacit collusion where firms dont take actions against rivals they meet in multiple mkts. Assessment: R integrated MUST be VCRN. vertical strategy have greatest probability of creating sustainable CA. CL Cooperative Strategy. Firm use this strategy to diversify in pdts offered/markets served. Diversify by means other than M. Require fewer resource commitments, greater flexibility. 1)Diversifying S/A !
Highly diverse network of alliances can lead to poorer performance by partner firms. 2)Synergistic S/A(create EOScope across multiple functions/bizs btwn partners) 3) Franchising (contractual relationship to describe/control sharing of its R with partners) Advantages: Attractive strategy for fragmented industry(retailing,hotels,motels) where large number of small/med firms compete without one having a dominant share. Assessment: Alliance costs needs monitoring. International Cooperative Strategy 1)Cross-border alliance(firms with HQs in diff nations decide to combine some R to create CA & value).
Incentives: limited domestic growth opp, foreign govt economic policies. China & India have strong preference to license local companies. Strategic alliance with local partners help firms overcome liability of foreignness. Operational advantages due to local market information. Network cooperative strategy (several firms form multiple partnerships to achieve shared objectives) Particularly effective when formed by geographically clustered firms. Gain heterogeneous info & knowledge from multiple sources. ! lock in partnerships precluding alliance with others.
Stable Alliance network (mature industries where dem& is constant & predictable) Built primarily to exploit EOS/EOScope existing btwn partners e. g. airline industry Dynamic Alliance Network (frequent product innovations & short pdct lifecycle) Competitive risks: Inadequate contracts. Misrepresentation of competencies. Partners may act opportunistically. Partners fail to use their complementary resources. Holding alliance partner's specific investments hostage. Risk&Asset Management Approaches:Detailed contracts & monitoring. Develop trusting relationships -> create value.
Managing cooperative strategies: Cost minimization(Firm develops formal contracts with partners specifying how strategy is to be monitored & how partner behavior is controlled) Opportunity maximization(Maximize partnership's value-creating opportunities) Corporate Governance - Set of mechanisms used to manage the relationship among stakeholders & to determine & control the strategic direction & performance of organizations.. It is concerned with: Strengthening effectiveness of company's board of directors. Verifying transparency of firm's operations. Enhancing accountability to shareholders.
Incentivizing executives. Maximizing value creation for stakeholders & shareholders. Separation of Ownership & Managerial control. Allows each group to focus on what it does best: Shareholders bears risk that firm's expenses exceed revenue (shareholders will hold a diversified portfolio to diversify risk). Managers formulate & implement strategy & decision-making. Agency relationships(between firm's owner & top-level managers) Managerial opportunism seeking self-interest with deceit. An attitude & set of behaviors. Prevents maximization of shareholder's wealth.
Product Diversification as Agency Problem 1)Diversification increase size/complexity & thus managerial compensation. 2)Reduces manger's employment risk as a firm & its managers are less vulnerable to reduction in dem& associated with a single/limited no. of product lines/bizs. 3)Managers have control of firm's free cash flows which they invest to diversify instead of giving to shareholders. Shareholders like a diversified position between dominant & related-constrained diversification strategies. Shareholders prefer riskier strategies & more focused diversification. Managers prefer higher levels of product diversification.
Managers may prefer level of diversification that maximises firm size & compensation while reducing employment risk. Agency costs - sum of incentive/monitoring/enforcement costs, individual financial losses incurred by principals because of agents. 3 internal governance mechanism 1)Ownership Concentration (No. of large-block shareholders & total percentage of shares they own) X Diffuse ownership (large number of shareholders with small holdings & few large-block shareholders) Large-block shareholders are active in their dem&s that corporations adopt effective governance mechanisms.
Ownership of many modern corporations now concentrated in h&s of institutional investors than individual shareholders. Institutional owners (financial institutions that control large-block shareholder positions) They are powerful governance mechanism. They have both size & incentive to discipline ineffective top-level managers. 2)Board of Directors (group of elected individuals to formally monitor & control managers in order to act in owner's best interests) Insiders - Firm's CEO & other top-level managers. Related outsiders - Individuals not involved with firm's daily operations but have relationship with firm.
Outsiders - provide independent counsel to firm & may hold managerial positions in their company. Outsiders have no firm info & thus emphasize use of financial than strategic controls to evaluate firm. Shifts risk to managers who make decision to maximise their interest & reduce employment risk. Enhance effectiveness of BOD 1. Increase diversity 2. Strengthen internal management & accounting control systems 3. Establish consistent use of formal processes to evaluate BOD performance 4. Creation of 'lead director' 5. Compensation of director, reduce stock options. )Executive Compensation Use LT incentive plans. Effectiveness: don't link pay to financial outcomes. Manager may focus ST effects to enhance pay. Other factors also affect firm's performance which are not under manager's control. Market for Corporate Control (external governance mechanism. The market is a set of potential owners seeking to acquire undervalued firms & earn above average ROIs by replacing ineffective top-level management teams) Used only when internal controls fail. "Golden parachutes" help them leave while "Golden hellos" help them to get in the door of the next firm.
Hostile Takeover Defensive Strategies "Poison pill" allows shareholders to convert their rights into large no. of common shares if anyone acquires more than set amount of target's stock to dilute percentage f shares acquiring firm must purchase at premium. Litigation - Lawsuits that help target company stall hostile attacks e. g. antitrust,fraud. Greenmail - repurchase of stocks from agressor at premium for agreement to no longer be targeted for takeover. Standstill agreement - Contract btwn parties in which pursuer agrees not to acquire any more stock for specified period for a fee.
Capital structure change - Dilution of stock, making it costly for bidder to acquire e. g. recapitalization, new debt, share buybacks, stock selling) Corporate charter amendment - Ammendment to stagger elections of members to the BOD of attacked firm so that all are not elected same year, preventing bidder to install new board in same year. Corporate governance in Germany: 2 tiered board structure, place responsibility of monitoring & controlling managerial decisions & actions with separate groups. Banks exercise sig power as source of financing. Power sharing includes representation from community & unions.
Corporate Governance in Japan: Cultural concepts of obligation, family & consensus. Close relationship btwn stakeholder & company through cross-shareholding can negatively impact efficiencies. Keiretsus: Strongly interrelated groups of firms tied tgt by cross-shareholdings. Banks are highly influential with firm's managers. Global Corporate Governance: Relatively uniform governance structures, moving closer to US corporate governance model. Organizational Structure & Control. Organizational Structure - Specifies firm's formal reporting relationships, procedures, controls, authority & decision-making processes.
Curcial to match structure with strategy! Controls guide the use of strategy, indicate how to compare actual results with expected results, & suggest corrective actions to take when the difference is unacceptable. Strategic Controls - Largely subjective criteria intended to verify that the firm is using appropriate strategies for theconditions in the external environment & the company’s competitive advantages. Strategic controls are concerned with examining the fit between: What the firm might do (opportunities in its external environment) What the firm can do (competitive advantages).
Evaluate the degree to which the firm focuses on the requirements to implement strategy: BL:primary activities. CL(related): sharing of knowledge, markets, technologies across bizs. Financial Controls objective criteria used to measure firm's performance against previously established st&ards. Focus on ST outcomes. ROI, ROA, EVA(economic value addedmarket based measure). ! produces risk-adverse managerial decisions. Essential for unrelated diversification! Simple Structure (owner manager makes all major decisions & monitors activities) Few rules, limited task specialization, basic tech system.
Functional Structure(CEO & limited corporate staff make decisions. Functional line managers present. functional specialization from active sharing. ! impedes comm. & cordination among functional areas. Multi-divisional Structure. Operating divisions represent separate biz / profit center. Top corporate officer delegates responsibilities for daily operations & business unit strategies to division managers. ~Ties together all operating divisions. Enables more accurate monitoring of performance of each unit. Facilitates comparisons between divisions.
Stimulates managers to look for improvements. Matches between BL strategies & Functional Structure 1)For cost leadership strategyWalmart (simple reporting structure, few layers in decision-making & authority, centralized in a staff function. Job specialized.. 2) For differentiation strategy. Complex & flexible reporting relationship, freq use of cross-functional product development teams, strong focus on mkting & R&D. Few formal rules & procedures. Jobs not specialized. Decentralized. 3)For integrated cost leadership/differentiation strategy.
Diff primary & support activities emphasized. Match between CL Strategy & Multi-divisional Structure(M-form) 1)Cooperative form for related-constrained. Centralized at corporate office; Extensive use of integration mechanism; emphasis on strategic criteria; linked to overall corporate performance. Frequent direct contact btwn division managers. Liason roles in each divisions reduce time integrating with work occurring in other divisions. Matrix Organization might be formed(dual structure combining both functional specialization & biz product or project specialization.
Cooperation among divisions implies loss of managerial autonomy -> managers hesitatnt to cooperate. Use strategic controls to evaluate manager on how well they cooperate. 2)SBUForm for related-linked strategy ! coordination between SBUs is hard. Diff to communicate complex biz model to shareholders. 3)Competitive form for Unrelated Diversification Strategy Decentralized to divisions; no integration mechanism; emphasize on financial criteria; linked to divisional performance. Finance & Auditing & Legal Affairs 2nd tier. Divisions 3 tier. ~internal competition creates flexibility; resources allocated to most potential division.
Challenges the status quo & inertia. Motivates efforts due to funding if u are an efficient division. Matches btwn International Strategies & World-wide structure 1)Worldwide Geog Area for Multidomestic Strategy. Decentralization to business units in each country. No integration mechanisms. Informal coordination ! inability to create global efficiency 2)Worldwide Product Divisional Structure for Global Strategy. Aims to gain EOS & EOSC;Centralized. Integrating mechanism important(e. g. Direct contact btwn managers, liaison roles btwn departments). inability to quikly respond to local needs & preferences; difficulty in coordinating decisions across borders. 3)Combination Structure for Transnational Strategy Global Matrix. ~flexibility in designing products & responding to customer needs. ! employee accountable to 2 boss. Difficult to be simultaneously loyal to both. Can be member of several functional or product group teams. Difficult & time consuming for approval. Hybrid Structure. (some divisions oriented to products while others oriented toward market areas) Matches btwn Cooperative Strategies & Network Structures.
Strategic network (group of firms formed to create value by participating in multiple cooperative arrangements) can be a form of CA when operations create value that is hard to imitate. Used to implement BL, CL & International Strategies. Strategic center firm(main firm) does: Strategic outsourcing, seek ways to support members effort to develop Core competencies, Manage development & sharing of technology-based ideas(req formal reports of technology-orientated outcomes of their efforts),Emphasizes principal competition are btwn value chains & between networks of value chains.
Centralized. Strategic network for BL Cooperative Strategy(horizontal,vertical Chp 9), CL Cooperative Strategies & International Cooperative Strategies(Distributed strategic networks -Several regional strategic centre firms are included in dist network to manage partner firms' multiple cooperative arrangements)
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