Your alliances are too stable

A 2004 McKinsey survey of more than 30 companies reveals that at least 70% of them have major alliances that are underperforming and in need of restructuring. Moreover, JVs that broaden or otherwise adjust their scope have a 79% success rate, versus 33% for ventures that remain essentially unchanged. Yet most firms don't routinely evaluate the need to overhaul their alliances or intervene to correct performance problems. That means corporations are missing huge opportunities: By revamping just one large alliance, a company can generate 100 million dololars to 300 million dollars in extra income a year. Here's how to unlock more value from alliances: (1) Launch the process. Don't wait until your venture is in the middle of a crisis; regularly scan your major alliances to determine which need restructuring. Once you've targeted one, designate a restructuring team and find a senior sponsor to push the process along. Then delineate the scope of the team's work. (2) Diagnose performance. Evaluate the venture on the following performance dimensions: ownership and financials, strategy, operations, governance, and organization and talent. Identify the root causes of the venture's problems, not just the symptoms, and estimate how much each problem is costing the company. (3) Generate restructuring options. Based on the diagnosis, decide whether to fix, grow, or exit the alliance. Assuming the answer is fix or grow, determine whether fundamental or incremental changes are needed, using the five performance dimensions above as a framework. Then assemble three or four packages of restructuring options, test them with shareholders, and gain parents' approval. (4) Execute the changes. Embark on a widespread and consistent communication effort, building support among executives in the JV and the parent companies. So the process stays on track, assign accountability to certain groups or individuals.     

Agency hazard,managerial incentives,and the wealth effects of joint venture investments

Grounded in agency theory, this study explores whether the separation of ownership (by shareholders) and control (by managers) in firms is an essential determinant of the valuation effect of joint ventures (JVs). This is achieved by examining the efficacy of incentive alignment mechanisms and their contingency effects. Based on a sample of 963 U.S. firms' JV investments, the results show that poor JV performance is linked to lower levels of executive ownership and reduced equity compensation. The possibility of managers acting for their own self-interest in corporate JV investments is further supported by the stronger positive performance effect of incentive alignment mechanisms documented when firms have a higher level of free cash flow or undertake JVs in unrelated business domains. Both performance measures of short-run announcement effects and long-run stock returns yield similar results. Our results underscore the importance of governing executives' self-interested actions in their JV engagements.     

The Control and Performance of Joint Ventures

We analyze the control and performance of assets operating in joint ventures (JVs). Control in JVs is determined by the allocation of voting rights and by the contracts that govern the JVs. This hybrid allocation of control seeks to reduce the potential for ex post opportunism. The results suggest that contractual provisions encourage collaboration and improve JV performance when one of the partners accepts a minority position on the board. The analysis also reveals that with the exception of JVs with contractual option provisions, assets operating in our sample of JVs generate higher returns than assets in fully controlled subsidiaries.     

Evidence on Value Creation in the Financial Services Industries through the Use of Joint Ventures and Strategic Alliances

While an extensive body of literature has examined merger, acquisition, and consolidation activity in commercial banks and other financial services firms, little attention has been paid to examining how these institutions use the cooperative activities of joint ventures and strategic alliances to accomplish their growth objectives. We analyze the effects of the use of joint ventures and strategic alliances by a sample of firms in the banking, investment services, and insurance industries. Our results show that commercial banks, investment services firms, and insurance companies experience significant abnormal returns of 0.66% on average when they announce their participation in a joint venture or strategic alliance. These abnormal returns are significantly positive across the four strategic motives of domestic, international, horizontal, and diversifying cooperative activities. Using a matched sample, we also show that our sample firms enjoy significant, positive, abnormal returns for holding periods of six, 12, and 18 months after the announcement of the cooperative activity.     

The Decline and Fall of Joint Ventures: How JVs Became Unpopular and Why That Could Change

The peak year for joint venture formation was 1995, which saw almost 5,700 new ventures. Since then, however, JV activity has gone into a sharp decline, with 2004 setting a new 10‐year low of just over 700 new deals, and many executives have completely dismissed joint ventures as a vehicle for growth. But is this the right conclusion? Perhaps for some companies. But for most, the answer may be to use the lessons from past failures to improve their ability to negotiate and manage joint ventures. This article offers five main pieces of advice: ? Don't rely too much on experience from negotiating acquisitions. JVs require a more balanced, less competitive negotiating style that can help set the tone for a good relationship. ? Don't allow the contract to dominate the relationship. If JV agreements are crafted more with the aim of building trust and achieving a shared understanding than designing explicit provisions for all contingencies, the parties will have stronger incentives to seek business solutions instead of legal remedies. ? Weigh carefully the value of commitment versus the value of flexibility. Although the ability to exit a bad deal clearly has option value, there may be greater value from the stability achieved by locking oneself into a relationship. ? Resist the urge for certainty in termination clauses. A “process‐oriented” approach will typically be more fair, resulting in smoother negotiations and a better working relationship, than an “outcome‐oriented” approach. ? Recognize when a JV has outlived its useful life, and do something about it before value is destroyed.     

Meeting the challenge of corporate entrepreneurship

To be competitive, companies must grow innovative new businesses. Corporate entrepreneurship, however, isn't easy. New ventures face innumerable barriers and seldom mesh smoothly with well-established systems, processes, and cultures. Nonetheless, success requires a balance of old and new organizational traits-and unless companies keep those opposing forces in equilibrium, their new businesses will flounder. The authors describe the challenges companies face when they pursue new businesses, as well as the usual problematic responses to those challenges. Such companies, they say, must perform three balancing acts: Develop strategy by trial and error, which includes narrowing potential choices, learning from small samples, using prototypes to test business models, tracking progress through nonfinancial measures, and knowing how and when to pull the plug on a new venture. Find the best combination of old and new operational processes by staffing new ventures with "mature turks", changing veterans' thinking, knowing which capabilities to develop and which to acquire, and having old and new businesses share responsibility for operating decisions. Strike the right balance of integration and autonomy by assigning both corporate and operating sponsors to new ventures, establishing criteria for handoffs to existing divisions, and using creative organizational structures. The authors provide a detailed look at IBM's Emerging Business Opportunity system, which manages all these balancing acts simultaneously.     

Do joint ventures and strategic alliances create value for bondholders?

This paper investigates whether joint ventures and strategic alliances create value for bondholders by examining the bond market’s reaction to announcements of these two types of cooperative business activities. Based on 2964 announcements from 1985 to 2011, we find that joint ventures and strategic alliances create significant value for bondholders. The average two-month abnormal bond return is 0.64% for joint ventures and 0.70% for strategic alliances. We find no evidence of a wealth transfer between the bondholders and stockholders. We further explore the determinants of bond value creation through hypotheses on the synergy effect, the alleviation of financial constraints, and real options. The results of our study show that financial synergy is a main driver of bondholder wealth effects in joint ventures, while operating synergy is a dominant factor in strategic alliances. We also find evidence to support the real option hypothesis for both events. Finally, we show that the structure of bond contracts plays an important role in the link between synergy and abnormal bond returns.     

An analysis of the adoption, perceived benefits, and expected future emphasis of western management accounting practices in Chinese SOEs and JVs

This paper considers the adoption, perceived benefits, and expected future emphasis of western management accounting practices in the Chinese emerging market economy based on a sample of 64 joint ventures (JVs) and 115 State Owned Enterprises (SOE) gathered from a questionnaire survey. The study finds that the level of adoption of management accounting practices is most influenced by ownership type of the enterprise (JV or SOE) and to a lesser extent by the nature of the management accounting techniques to be adopted. A further significant finding is that management accounting practices such as budgeting for controlling costs, profit and sales budgeting, and target costing are perceived to be more beneficial for SOEs compared to JVs. However, responsibility accounting which is traditionally associated with SOEs and accounting for decision making is perceived to be less beneficial to SOEs compared with JVs.     

Do Corporate Venture Capitalists Add Value to Start-Up Firms? Evidence from IPOs and Acquisitions of VC-Backed Companies

We present evidence that corporate venture capitalists (CVCs) add value to start-up companies only when the start-ups have a strategic fit with the parent corporations of CVCs. We find that CVCs provide a variety of services and support that suit the specific needs of start-ups operating in different industries. CVC-backed start-ups are able to obtain higher valuations at the IPO than non-CVC-backed ones, and the value added by CVCs concentrates in start-ups with a strategic overlap with CVC parents. Entrepreneurial companies with strategic CVC backing also receive higher takeover premiums when they become acquisition targets .     

寻求合资的新模式

<正> 道格拉斯·马克:合资前要做许多充分的准备工作。从我公司过去10年的经验来看,建立合资企业应注意六个方面:(1)要有新的结构、模式和资本;(2)对于合作伙伴要充分了解,了解对方合资的动机;(3)集中决策,相信第一线管理人员;(4)合资双方有一方应处于决定性地位;(5)建立合资关系要合情合理,95%仅依靠关系来做的企业会失败,加入WTO后这一趋势会更明显;(6)在很多情况下中国的法律未得到执行,政策法规常发生变化,对这种具有中国特色的模糊情况不必苛求。将来中外合资主要会出现三种情况:     

Are the strategic stars aligned for your corporate brand?

In recent years, companies have increasingly seen the benefits of creating a corporate brand. Rather than spend marketing dollars on branding individual products, giants like Disney and Microsoft promote a single umbrella image that casts one glow over all their products. A company must align three interdependent elements--call them strategic stars--to create a strong corporate brand: vision, culture, and image. Aligning the stars takes concentrated managerial skill and will, the authors say, because each element is driven by a different constituency: management, employees, or stakeholders. To effectively build a corporate brand, executives must identify where their strategic stars fall out of line. The authors offer a series of diagnostic questions designed to reveal misalignments in corporate vision, culture, and image. The first set of questions looks for gaps between vision and culture; for example, when management establishes a vision that is too ambitious for the organization to implement. The second set addresses culture and image, uncovering possible gaps between the attitudes of employees and the perceptions of the outside world. The last set of questions explores the vision-image gap--is management taking the company in a direction that its stake-holders support? The authors discuss the benefits of a corporate brand, such as reducing marketing costs and building a sense of community among customers. But they also point to cases in which a corporate brand doesn't make sense--for instance, if you are a product incubator, if you've recently experienced M&A activity, or if you are expecting fallout from risky ventures.     

Value creation in banking through strategic alliances and joint ventures

A large number of studies (DeYoung et al., 2009) analyze merger outcomes in the financial industry, while other forms of business cooperation are still poorly investigated. Our paper examines results of strategic alliances and joint ventures in European and US banking over the period 1999–2009. First, we estimate abnormal returns around the deal announcement date and then these are regressed on a large set of explanatory variables. We show that joint ventures create shareholder value when involving non-banking financial partners and allowing banks to expand abroad, while international strategic alliances tend to destroy shareholder value.     

Incorporating Strategic Risk into Enterprise Risk Management: A Survey of Current Corporate Practice

Since ERM is a relatively recent activity and has yet to be fully implemented in most companies, there has been little academic research about its accomplishments and about the obstacles to further progress. In particular, very little has been published about corporate attempts to identify and manage corporate strategic risks while integrating them into a corporate‐ wide ERM framework. This article uses responses collected from a survey of 271 risk and financial executives in North American and European companies to address the following questions: What forces are behind this push for a more organized and integrated management of significant risks? What challenges are companies encountering as they implement implement ERM? Once fully in place, how does ERM affect the company's ability to implement its strategy? The primary drivers of ERM are said to be corporate governance requirements and other regulatory pressures, and management and investor demand for greater understanding of strategic and operating risks. The benefits of full ERM implementation are increased management accountability and better governance practices, greater managerial understanding of and consensus about corporate strategy, and, in some cases, higher credit ratings and hence a lower cost of capital. The tools and techniques to measure the impact of strategic risks appear to vary, depending on the stage of ERM implementation. For advanced ERM companies, the most frequently used tools and techniques are key risk indicators, self‐assessments, and scenario analysis.     

The way to win in cross-border alliances

Global competition has paved the way to new corporate combinations--and opened up new pitfalls along the way. In "The Way to Win in Cross-Border Alliances," Joel Bleeke and David Ernst offer the unconventional lessons of their study of 49 cross-border alliances. For example, alliances between a weak and a strong company usually don't work; but fifty-fifty ownership of joint ventures actually improves decision making.     

Corporate Philanthropy and Innovation: The Case of the Pharmaceutical Industry

For decades now, pharmaceutical companies have engaged in corporate social responsibility (CSR) initiatives to strengthen their reputations, brand names, marketing, and public relations. But evidence from the authors’ recent study suggests that one particularly effective form of corporate philanthropy has been direct contributions to universities and other non‐profit research organizations, many of which have led to relationships that have developed into highly productive research partnerships. Such direct industry support for academic institutions and other research partners has ranged from unrestricted gifts to fee‐for‐service, and has taken the form of joint ventures and new research institutions as well as research contests and other types of collaborations. Moreover, such corporate giving should be viewed as an important, and highly productive, part of these companies’ innovation strategies. In support of this argument, the authors report that direct contributions by big pharma result in a greater quantity and quality of innovations—as measured by new patents—than the research that results from other forms of corporate philanthropy, notably grants made to and administered by the companies’ own foundations. Such direct contributions are also associated with patents that are more likely to broaden the corporate scope beyond the firms’ traditional areas of expertise, and that tend to have greater success in obtaining FDA drug approvals, than the patents resulting from R&D conducted by corporate‐sponsored foundations.     

How Board Oversight Can Drive Climate and Sustainability Performance

The authors present persuasive evidence that board leadership is essential for solving critical sustainability issues like climate change. As fiduciaries to investors and stewards of a company's performance and success, corporate directors have a critical role to play in providing oversight of material risks to corporate strategy and performance, especially those posed by climate change. Drawing upon a report by Ceres and KKS Advisors, the authors show that perhaps most important among best practices for companies intent on establishing effective board governance are the creation of formal board mandates for sustainability, the recruitment of directors with sustainability expertise, and the linking of executive pay to sustainability performance. The authors' study also provides compelling evidence that when companies put in place such governance features, their sustainability performance improves notably. The international banking group BNP Paribas and the electric utility Iberdrola are held up as illustrations of governance systems that are likely to be effective in helping companies respond to climate change.     

Open-market innovation

Companies in many industries are feeling immense pressure to improve their ability to innovate. Even in these tough economic times, executives have pushed innovation initiatives to the top of their priority lists, but they know that the best ideas aren't always coming out of their own R&D labs. That's why a growing number of companies are exploring the idea of open-market innovation--an approach that uses tools such as licensing, joint ventures, and strategic alliances to bring the benefits of free trade to the flow of new ideas. For instance, when faced with the unanticipated anthrax scare last fall, Pitney Bowes had nothing in its R&D pipeline to help its customers combat the deadly spores. So it sought help from outside innovators to come up with scanning and imaging technologies that could alert its customers to tainted letters and packages. And Dow Chemical and Cargill jointly produced a new form of plastic derived from plant starches--a breakthrough product that neither company could have created on its own. In this article, Bain consultants Darrell Rigby and Chris Zook describe the advantages and disadvantages of open-market innovation and the ways some companies are using it to gain competitive advantage. By importing ideas from the outside, the authors say, companies can collect more and better ideas from different kinds of experts. Creative types within a company will stick around longer if they know their ideas will eventually find a home--as internal R&D projects or as concepts licensed to outside buyers. Exporting ideas also gives companies a way to measure an innovation's real value. However, the authors warn against entering into open-market innovation without properly structuring deals: Xerox and TRW virtually gave away their innovations and had to stand by while other companies capitalized on them.     

Simple rules for making alliances work

Corporate alliances are growing in number--by about 25% a year--and account for up to a third of revenues and value at many companies. Yet some 60% to 70% of them fail. What is going wrong? Because alliances involve interdependence between companies that may be competitors and may also have vastly different operating styles and cultures, they demand more care and handling than other business arrangements, say Hughes and Weiss, management consultants at Vantage Partners. The authors have developed five principles--based on their two decades of work with alliances -to complement the conventional advice on alliance management: (1) Focus less on defining the business plan and more on how you and your partner will work together. (2) Develop metrics pegged not only to alliance goals but also to performance in working toward them. (3) Instead of trying to eliminate differences, leverage them to create value. (4) Go beyond formal systems and structures to enable and encourage collaborative behavior. (5) Be as diligent in managing your internal stakeholders as you are in managing the relationship with your partner. Companies that have adopted these principles have radically improved their alliance success rate. Schering-Plough, for example, engages in a systematic "alliance relationship launch": four to six weeks of meetings at which the partners explore potential challenges, examine key differences and develop shared protocols for managing them, and establish mechanisms for day-to-day decision making. Blue Cross and Blue Shield of Florida measures the quality of alliance progress through regular surveys of both its own staff and its partners'. These companies have learned that the conventional advice is not so much wrong as incomplete. The five simple rules can help fill in the blanks.     

Global Drivers of and Local Resistance to French Shareholder Activism

Shareholder activism in France has made significant advances during the past 25 years even as it continues to face formidable sources of local resistance. But if the list of corporate governance improvements since 1989 described by the authors might lead one to conclude that France now has minority shareholder protection and shareholder activism comparable to those of the U.S. or U.K., powerful local interests, including much of French management, labor, and government, continue to mount effective resistance to such forces for change. The French government still works closely with French business elites and unions to manage both individual companies and the general economy. And government officials continue to speak publicly of “protecting” French firms from “illegitimate” foreign shareholders. Accordingly, the authors characterize French corporate governance as a “hybrid” model of shareholder activism, one that incorporates the perspectives and interests of the classic French stakeholder model as well as an emerging shareholder value movement. Although foreign institutional investors have increased their shareholdings in French companies and promoted “best practice” governance rules, particularly with respect to voting rights, local forces will continue to resist aggressive shareholder activism. Such a hybrid model makes the outcomes of shareholder activism less predictable, a risk that foreign investors and companies often respond to by seeking alliances with local proxy advisers and investor associations to gain “legitimacy.”