Antecedents of M&A success: The role of strategic complementarity,cultural fit,and degree and speed of integration

In this paper, we develop a comprehensive model of M&A success. We integrate fundamental constructs of different schools and discuss their interdependencies with M&A success. Our theoretical framework was tested empirically across a sample of 106 SME transactions in the machinery, electronic, and logistic industries in the German‐speaking part of Central Europe. The results of our study support the demand for an integrative perspective and theory on M&A. M&A success is a function of strategic complementarity, cultural fit, and the degree of integration. Strategic complementarity also positively influences cultural fit and the degree of integration. Cultural fit positively influences M&A success, but surprisingly has a negative impact on the speed and degree of integration. The degree of integration is positively related to speed of integration. Copyright © 2013 John Wiley & Sons, Ltd.     

When the target may know better: Effects of experience and information asymmetries on value from mergers and acquisitions

Research summary : Extending research on the effect of experience on acquisition outcomes, we examine how the differential in previous M&A experience between the target and the acquirer affects the value they, respectively, obtain when the acquirer takes over the target. Drawing on literature about organizational learning, negotiation, and information economics, we theorize that the party with greater experience will be able to obtain more value. Furthermore, we theorize that the effect of differential M&A experience on value obtained is contingent on the level of information asymmetry the acquirer faces with respect to the target, specifically as a function of the target's product‐market scope and whether the deal is friendly. We test and find support for these predictions in a sample of 1,241 M&As over a 30‐year period. Managerial summary : Corporate strategy is about a firm's scope and development decisions and outcomes, but corporate strategizing is incomplete unless managers anticipate the moves of other economic actors. We demonstrate the importance of these points when it comes to learning to make acquisitions. Using an innovative research design and theory that enables comparison between acquirer and target gains, we show that whatever their firm's acquisition history and capabilities, acquisitive managers should mind the negotiation and other pitfalls that arise when target firms possess ample acquisition experience of their own. We also demonstrate that the effect of experience advantage, whereby the more experienced party benefits, depends on the target firm's scope and whether the deal is friendly—two dimensions that acquirers can and should take into account. Copyright © 2016 John Wiley & Sons, Ltd.     

成长性、成熟性和衰退性产业上市公司并购绩效的实证分析

按照并购双方行业的相互关系，并购可以分为横向并购，纵向并购和混合并购。本文认为，公司所处产业的性质（成长性，成熟性，衰退性）在很大程度上影响着不同类型并购的绩效，处于不同性质产业的公司进行不同类型并购后的绩效不同，利用我国上市公司1995－1999年336次并购事件进行实证分析的结果表明；处于成长性行业的公司进行横向并购绩效相对最好；处于成熟性行业的公司进行纵向并购绩效相对最好；处于衰退性行业的公司进行横向并购的绩效最差。     

Building firm capabilities through learning: the role of the alliance learning process in alliance capability and firm‐level alliance success

In recent years, academics and managers have been very interested in understanding how firms develop alliance capability and have greater alliance success. In this paper, we show that an alliance learning process that involves articulation, codification, sharing, and internalization of alliance management know‐how is positively related to a firm's overall alliance success. Prior research has found that firms with a dedicated alliance function, which oversees and coordinates a firm's overall alliance activity, have greater alliance success. In this paper we suggest that such an alliance function is also positively related to a firm's alliance learning process, and that process partly mediates the relationship between the alliance function and alliance success observed in prior work. This implies that the alliance learning process acts as one of the main mechanisms through which the alliance function leads to greater alliance success. Our paper extends prior alliance research by taking a first step in opening up the ‘black box’ between the alliance function and a firm's alliance success. We use survey data from a large sample of U.S.‐based firms and their alliances to test our theoretical arguments. Although we only examine the alliance learning process and its relationship with firm‐level alliance success, we also make an important contribution to research on the knowledge‐based view of the firm and dynamic capabilities of firms in general by conceptualizing this learning process and its key aspects, and by empirically validating its impact on performance. Copyright © 2007 John Wiley & Sons, Ltd.     

Measuring the effect of M&A on patenting quantity and quality

I explore the effect of M&A on the patenting quantity and quality of the firms involved in a deal. Three measures of quality are considered: impact, generality, and originality. The impact of a patent denotes its influence on future inventions. Generality refers to a patent's applicability across technological fields. Finally, the originality of a patent indicates the extent to which an invention synthesizes diverse technological inputs. Applying a matching estimator to data from the U.S. ‘medical devices and photographic equipment’ industry from 1988 to 1996, I find that M&A have a positive effect on patenting output, but decrease patent impact, originality, and generality. Copyright © 2011 John Wiley & Sons, Ltd.     

跨境并购是我国利用外资的新形式

20世纪90年代以来,跨境并购在FDI中比重上升,并已成为国际资本流动的重要形式,外资以并购的方式进入中国已成为FDI的重要趋势。尽管外资并购可能对国家产业安全带来一些挑战,但也为我国利用外资提供了良好的机遇。作者认为,目前产生的分歧主要是对跨境并购的认识不全面,跨境并购产生的不利影响可通过完善的法规和有效的监管予以防范,外资并购机遇大于挑战。目前,中国仍然要积极有效地利用外资,跨境并购也是实现提高利用外资水平的新途径,我们应充分利用这一形式。     

Rent appropriation of knowledge‐based assets and firm performance when institutions are weak: A study of Chinese publicly listed firms

Research summary : A firm's strategic investments in knowledge‐based assets through research and development (R&D) can generate economic rents for the firm, and thus are expected to affect positively a firm's financial performance. However, weak protection of minority shareholders, weak property rights, and ineffective law enforcement can allow those rents to be appropriated disproportionately by a firm's powerful insiders such as large owners and top managers. Recent data on Chinese publicly listed firms during 2007–2012 were used to demonstrate that the expected positive relationship between knowledge assets and performance is weaker in transition economies when a firm's ownership is highly concentrated and its managers have wide discretion. Moreover, rent appropriation by insiders was shown to vary with the levels of institutional development in which a firm operates. Managerial summary : Investing in knowledge‐based intangible assets (e.g., R&D) is an important value‐creation activity for the firm. Such value creation process can be facilitated by large shareholders and powerful managers, who can then take an advantageous position with critical insider information on these valuable intangible assets and therefore enjoy more opportunities to appropriate more value from them, leaving less value for other minority shareholders. The value distribution becomes increasingly skewed against minority shareholders when the institutional protection for them is weak. Indeed, in a large sample of Chinese publicly listed firms, we found that R&D investment becomes less positively associated with firm financial performance with the presence of large shareholders, high managerial equity, or CEO/Chairman duality, especially in Chinese provinces with weak institutional development. Copyright © 2016 John Wiley & Sons, Ltd.     

Partners' centrality diversity and firm innovation performance: Evidence from China

While most studies of firm innovation with a social network perspective have focused on the focal firm's network structure, we explore the value of second-order social capital by examining partners' network structure to better understand firm innovation. Specifically, we examine how centrality diversity of the focal firm's network partners affects its innovation performance. A longitudinal study of Chinese publicly listed manufacturing firms from 2000 to 2016 indicates that partners' centrality diversity in a firm's board interlock network is positively related to that firm's innovation performance. We also find that the focal firm's knowledge breadth weakens the effect of partners' centrality diversity on innovation performance for the focal firm, while the proportion of non-independent ties between the focal firm and its network partners strengthens the effect.     

The implementation of special attributes of CEO compensation contracts around M&A transactions

This study investigates how the implementation of special attributes of CEO compensation contracts is determined by both the acquisition and the acquirer features for a set of M&A deals undertaken by Canadian acquiring firms. Our findings reveal that when agency problems are higher, manifested by larger control premiums and poor firm performance, boards of directors tend to implement stronger mechanisms of incentive alignment around M&A transactions. Relying on multiple interdisciplinary logics that are activated to explain directors' ability to effectively perform their monitoring function, we show that boards are reactive rather than proactive in dealing with agency problems. Data are further interpreted in light of the unique aspects of the Canadian institutional context. Based on asymmetric risk properties of two different groups of executive compensation modes examined in this study, testing the substitution effects between alternative governance mechanisms is proposed as an interesting avenue for future research. Copyright © 2009 John Wiley & Sons, Ltd.     

Relative absorptive capacity and interorganizational learning

Much of the prior research on interorganizational learning has focused on the role of absorptive capacity, a firm's ability to value, assimilate, and utilize new external knowledge. However, this definition of the construct suggests that a firm has an equal capacity to learn from all other organizations. We reconceptualize the firm-level construct absorptive capacity as a learning dyad-level construct, relative absorptive capacity. One firm's ability to learn from another firm is argued to depend on the similarity of both firms' (1) knowledge bases, (2) organizational structures and compensation policies, and (3) dominant logics. We then test the model using a sample of pharmaceutical–biotechnology R&D alliances. As predicted, the similarity of the partners' basic knowledge, lower management formalization, research centralization, compensation practices, and research communities were positively related to interorganizational learning. The relative absorptive capacity measures are also shown to have greater explanatory power than the established measure of absorptive capacity, R&D spending. © 1998 John Wiley & Sons, Ltd.     

Stakeholder Orientation and Acquisition Performance

Research summary : In this article, we study how a firm's stakeholder orientation affects the performance of its corporate acquisitions. We depart from prior literature and suggest that orientations toward employees, customers, suppliers, and local communities will affect long‐term acquisition performance both directly and through its interactions with process characteristics, such as preacquisition relatedness and postacquisition integration. Analyses of data on a sample of 1884 acquisitions show overall a positive association between acquirers' stakeholder orientation and acquisition performance. In addition, we find support for a positive moderation of business relatedness on the performance impacts of stakeholder orientation. Structural integration has a similarly positive moderation effect only for some of the stakeholder categories. Managerial summary : Does collaboration with stakeholders during an acquisition pay off in terms of performance? The results of this research show that it is worth engaging stakeholders during the M&A process, but that the efficacy of involvement practices may depend on the type of stakeholders and the characteristics of the acquisition. While acquiring firms that take account of suppliers and local communities consistently overperform in their acquisitions, the inclusion of employees might be not beneficial (and even harmful) when the target firm operates in a dissimilar business or when managers do not plan to maintain it as a separate entity. Copyright © 2017 John Wiley & Sons, Ltd.     

Attributional tendencies in cultural explanations of M&A performance

This paper focuses on managers' attributions of M&A performance. Our analysis indicates that there is a linear association between performance and attributions to cultural differences, which is moderated by prior experience. Furthermore, our results suggest that there is a curvilinear association between performance and attributions to managers' actions, but we found no support for the moderating effect of experience for this association. By substantiating these attributional tendencies, our results contribute to research on M&As and studies on attribution more generally. In particular, our study helps to put cultural differences in perspective and cautions researchers and practitioners alike to avoid simplistic explanations of M&A performance. Copyright © 2013 John Wiley & Sons, Ltd.     

Deliberate learning in corporate acquisitions: post‐acquisition strategies and integration capability in U.S. bank mergers

This paper introduces a knowledge‐based view of corporate acquisitions and tests the post‐acquisition consequences on performance of integration decisions and capability‐building mechanisms. In our model, the acquiring firm decides both how much to integrate the acquired firm and the extent to which it replaces this firm's top management team. It can also learn to manage the post‐acquisition integration process by tacitly accumulating acquisition experience and explicitly codifying it in manuals, systems, and other acquisition‐specific tools. Using a sample of 228 acquisitions in the U.S. banking industry, we find that knowledge codification strongly and positively influences acquisition performance, while experience accumulation does not. Furthermore, increasing levels of post‐acquisition integration strengthen the positive effect of codification. Finally, the level of integration between the two merged firms significantly enhances performance, while replacing top managers in the acquired firm negatively impacts performance, all else being equal. Implications are drawn for both organizational learning theory and a knowledge‐based approach to corporate strategy research. Copyright © 2004 John Wiley & Sons, Ltd.     

The influence of desire for control on monitoring decisions and performance outcomes in strategic alliances

Strategic alliances are fraught with risks, such as the uncontrolled disclosure of core knowledge via opportunistic learning. The usefulness of monitoring in policing opportunism notwithstanding, a contrasting view is that monitoring mechanisms can themselves manifest the dark side of strategic alliances. The present study argues that a novel dark personality trait—the focal firm's desire for control—may influence key decisions pertaining to how to monitor strategic alliances, which in turn can negatively impact performance outcomes. Our conceptual model was developed and tested, based on a survey of 404 strategic alliances. The results demonstrate that a focal firm's desire for control is positively associated with process monitoring as well as output monitoring. The firm's use of process monitoring to oversee the counterpart drives its performance outcomes only if there is a low level of information exchange between the alliance partners; as such, information exchange norms substitute for process monitoring. By contrast, the focal firm's use of outcome monitoring is negatively linked to performance unless complemented by a high level of information exchange. Key implications for alliance management and future research are derived from the findings.     

When do firms learn from their acquisition experience? Evidence from 1990 to 1995

I use an organizational learning perspective to examine how the nature, performance and timing of a firm's acquisition experience helps it to learn how to select the right acquisition. I predict the performance of 214 acquisitions made by 120 firms in 6 industries between 1990 and 1995. Results show that a firm's focal acquisition performance positively relates to prior acquisitions that are a) not highly similar or dissimilar to the focal acquisition, b) associated with small losses and c) not too temporally close to or distant from the focal acquisition. Taken together, these results identify the broad conditions in which firms generate adaptive and timely inferences from acquisition experience. Copyright © 2002 John Wiley & Sons, Ltd.     

Strategic orientations,marketing proactivity and firm market performance

Guided by strategic orientations, firms must continuously deliver superior value in order to maintain a strong position in the market over the long-term. This study explores how two prominent strategic orientations (i.e., market and technological orientations) influence a firm's marketing proactivity and performance, with marketing proactivity being the key to delivering continuously superior value. Specifically, we examine how the cultural (i.e., a proactive market orientation) and the behavioral (i.e., market pioneering) dimensions of marketing proactivity, and the interaction between them, affects a firm's market performance. A structural equation modeling analysis of survey data from 109 firms shows that a proactive market orientation and market pioneering have a significant positive impact on the sales per employee and the growth rate of a firm. Our findings suggest that market pioneering strengthens the positive relationship between proactive market orientation and sales per employee and growth rate. A firm's technological orientation is positively related to both its proactive market orientation and market pioneering. However, the responsive market orientation of a firm only has a significant positive effect on proactive market orientation, and not on market pioneering. We discuss the theoretical and managerial implications of these findings.     

Disentangling the performance effects of efficiency and bargaining power in horizontal growth strategies: An empirical investigation in the global retail industry

Mergers and acquisitions (M&A) and organic growth are two common strategies to achieve horizontal growth. In this study, we disentangle two distinct sources of firm performance corresponding to different theoretical perspectives on firm size: firms' bargaining power with respect to suppliers and customers, and operating efficiency arising from scale economies. We conceptually argue and empirically show that relatively, M&A enhance bargaining power in the short term while organic growth enhances operating efficiency over the long term. In order to disaggregate these effects, we use accounting rather than financial or managerial data and test our predictions in the global retail industry over a 20‐year period. We examine implications of these results for sustainability of size‐based competitive advantages. Copyright © 2014 John Wiley & Sons, Ltd.     

External COO/presidents as expert directors: A new look at the service role of boards

Much of the scholarship on boards of directors has examined either the control (i.e., monitoring) role or the resource dependence role that boards fill. Relatively little has examined the service role, wherein directors provide advice and guidance to management. This study builds on recent work exploring director expertise by asking how operational expertise on boards impacts firm performance. We find that having external COO/presidents on a board of directors positively impacts firm performance when the firm's operational efficiency is declining, but negatively impacts performance when the firm's operational efficiency is improving. We also find that other types of external executives serving as directors exhibit the opposite relationship, suggesting that the value of director expertise is context‐dependent. We discuss the implications of these findings for director selection. Copyright © 2013 John Wiley & Sons, Ltd.     

Product Change Intensity, Product Advantage, and Market Performance: An Empirical Investigation of the PC Industry

Product change decisions, such as the frequency of new product introductions, can impact product performance characteristics, sales, and market share of several generations of products and, therefore, a firm's long‐term survival and growth. The purpose of this study was to explore the impact of a firm's product change frequency, also referred to as product change intensity. A conceptual model linking a firm's product change intensity to its product advantage—and, in turn, to its market performance—with strategic product change orientation and technology competence as moderating effects, was used as a foundation for the study's hypotheses. These were tested using hierarchical and linear regressions, based on survey data collected from 55 U.S. companies in the personal computer (PC) industry. The analysis confirmed that a PC firm's product rate of change is positively associated with its product advantage and that its product advantage, in turn, is positively associated with its market share and growth performance. However, the hypothesized moderating effects were not confirmed. Rather, a firm's product change orientation and its level of technology competence are more likely to have a direct impact on product advantage. The implications of these findings are that, in general, firms that release new products frequently will have them viewed more favorably by the market than products with lower change intensities. Also, firms with higher levels of competence in the product technology domain tend to create products with greater market attraction. Finally, more radical changes to PC product architectures may pay off better than relatively minor changes. These results may not apply to other industries due to the specific design of personal computers and the nature of this fast‐paced market. Neither do the findings necessarily apply to all firms regardless of those firms' specific product and market strategies. More research is necessary to understand how a firm's adopted strategy, and the industry in which it operates, affect the relationships demonstrated in this study.     

Linking big data analytical intelligence to customer relationship management performance

This study investigates the driving forces of a firm's assimilation of big data analytical intelligence (BDAI) and how the assimilation of BDAI improve customer relationship management (CRM) performance. Drawing on the resource-based view, this study argues that a firm's data-driven culture and the competitive pressure it faces in the industry motivate a firm's assimilation of BDAI. As a firm resource, BDAI enables an organization to develop superior mass-customization capability, which in turn positively influences its CRM performance. In addition, this study proposes that a firm's marketing capability can moderate the impact of BDAI assimilation on its mass-customization capability. Using survey data collected from 147 business-to-business companies, this study finds support for most of the hypotheses. The findings of this study uncover compelling insights about the dynamics involved in the process of using BDAI to improve CRM performance.