External Sources of Innovative Capabilities: The Preferences for Strategic Alliances or Mergers and Acquisitions

This paper explores the preferences that companies have as they use alternative (quasi) external sources of innovative competencies such as strategic technology alliances, mergers and acquisitions, or a mix of these. These alternatives are studied in the context of distinct industrial, technological and international settings during the first half of the 1990s. Different strategies followed by companies and the role played by routinized sets of preferences are also taken into consideration. The analysis demonstrates that these options are influenced by both different environmental conditions and firm specific circumstances, such as those related to protecting core businesses.     

我国企业跨国并购风险及防范——以吉利并购沃尔沃为例

随着经济全球化的发展,企业跨国并购的数量越来越多。企业实行有效的跨国并购计划,不仅可以改善产品原有的缺陷,还可以扩大商品市场,增加产品的市场份额。并购企业双方最看重的就是实现双赢的局面,但是在并购的过程中,两国企业之间不可避免地会产生一些矛盾和冲突,并且产生一些企业需要及时防范的并购风险,如战略风险、财务风险、管理风险等。     

Corporate Entrepreneurship Activities through Strategic Alliances: A Resource‐Based Approach toward Competitive Advantage*

abstract Corporate entrepreneurship (CE) activities may significantly benefit from interfirm strategic alliances, although such benefits have not been sufficiently examined in the literature. In this paper, a resource‐based framework is presented to examine how strategic alliances offer entrepreneurial firms needed resources that may not otherwise be available. We argue that CE activities are likely to lead to resource gaps. We compare various options to fill resource gaps, and identify the pros and cons of the alliance approach. We then discuss the resource conditions that provide competitive advantage for a firm, if alliances are properly used to help implement CE. Finally, we examine how different types of alliance (e.g. joint ventures, R&D alliances, and learning alliances) facilitate various CE activities, including innovation, corporate venturing, and strategic renewal.     

基于战略沟通的企业并购文化整合传播研究

企业并购是经济全球化时代企业扩张的重要途径。但是巨大的并购数目与惊人的高失败率形成强烈的反差,特别是并购后期的文化整合是一项复杂的系统工程,也是企业并购成败的关键。面对文化整合困境,本文强调战略沟通的基础作用,尝试就企业并购文化整合传播提出了分析框架,为解决企业并购中的文化整合难题拓展了新的分析视角,旨在对中国企业国际化拓展和海外经营提供借鉴和参考。     

How does knowledge depth moderate the performance of internal and external knowledge sourcing strategies?

Management literature has consistently shown that knowledge is the most important source of competitive advantage for a firm. However, it is still not clear how knowledge can lead to competitive advantage, and how firms can find strategies to leverage their knowledge bases. This study considers the strategic implications of knowledge depth and three knowledge-sourcing strategies: R&D, strategic alliances and acquisitions. The main and interaction effects of these factors were tested in the context of the US technology firms. The results confirmed the strategic role of knowledge and external leveraging strategies. We also found that technology firms with weak knowledge depth should focus on internal R&D to accumulate knowledge in core technology areas, while those with strong knowledge depth should lower internal R&D intensity and shift their strategic resources to inter-firm alliances and acquisitions.     

Strategic Inter-Organizational Cooperation in Complex Environments

Abstract

Strategic management research is increasingly concerned with understanding processes of network governance in which mechanisms for building partnerships among a number of public agencies and non-governmental organizations are more important than ever. Drawing examples from Canada, the paper analyses the nature of inter-jurisdictional and inter-organizational collaboration in complex and dynamic environments, and their implications for the strategic pursuit of organizational goals. The premise of the discussion is that public managers often pursue organizational goals in the context of external environmental systems characterized by complexity and constant change. From this perspective, public agencies must often seek to maintain relatively stable alliances while anticipating and adapting to environmental change in the pursuit of their organization's goals. The two cases in the paper illustrate three critical elements of collaborative network governance: first, the vertical and horizontal inter-jurisdictional dimensions of joint policy action; second the multiplicity of lenses of interpretation among agents, including the perceptions and values of non-governmental stakeholders and the strategic outreach of public agencies to these groups; and third, it traces the various stages of evolving networks, highlighting the changes and adaptations characterizing the processes involved in joint policy actions.     

浅析企业并购的财务风险及控制

随着经济全球化的发展和信息技术革命的突破,在全球范围内,以多国公司为主的大型企业掀起了第五次并购浪潮。随着一个个大型并购活动的开展,相关国家的所涉及的企业组织和产业结构都受到了深远的影响。而在企业并购的过程中,企业的财务活动从开始到结束,贯穿到整个并购活动中,并且影响着企业并购的实施。随着中国经济的发展,越来越多的中国企业也迈开了自己的国内、国际的并购步伐,开始由被并购方转变成并购方。在此背景下,研究企业并购的财务风险,并提出相应的控制和防范措施显得尤为重要。     

Privatization from the Acquirer's Perspective: a Mergers and Acquisitions Based Framework

Privatization, especially in developing countries, presents international firms with opportunities for market entry and growth, but acquirers have to consider the distinct characteristics of a state owned enterprise (SOE) and the influence of the government as seller and policy maker. This study introduces a model, based on mergers and acquisitions literature and microeconomic theory, that explains the critical relationships among characteristics of the SOE, the government, and the acquirer. Public administration research suggests that the critical characteristics of SOEs are their sources of funding and their mode of social control of the organization, and recent work in privatizing countries emphasizes the influence of the government. The theoretical framework for the model suggested here is derived from research within the field of strategic management on mergers and acquisitions. The paper develops propositions regarding the organizational fit between private firms and those heretofore owned by governments and discusses research and managerial implications.     

Strategies for Technological Innovation with Learning and Adaptation Costs

This paper attacks the problem of developing strategies for a firm to deal with technological change. We show that the product market strategies of the firm—including pricing, product positioning, and rent preemption strategies—can play a role in the efficient search for technology-related information when information search is costly and there are adaptation costs due to the presence of agency. We utilize a dynamic model of spatial competition with uncertain technological innovations in which firms can learn from each other about technological developments. Private information and agency conflicts are shown to increase the effective information search costs of incumbents, who then use interfirm learning to their advantage in equilibrium. This viewpoint also allows us to see the role of mergers and acquisitions, subsidiary formation, and internal R&D labs in a new light. The more general point is that organizational structures and, in particular, the differential distribution of information within the organization impose constraints on the information-search and adaptation strategies of the firm, and the formulation of product-market and R&D strategies serves to relax these constraints.     

不同交易结构下并购的税收成本分析

财税〔2009〕59号文规定了并购特殊性税务处理及一般性税务处理的条件。自政策出台以来,经过了多年实践,但未有不同交易结构下并购的税收成本研究。论文从定量角度分析不同交易结构下并购的税收成本差异,当不考虑非税因素和满足一定的假设条件下,股份支付比例越高,税收成本越低,希望对并购的税收筹划有一定的指导作用。     

Governance, Negotiations, and Alliance Dynamics: Explaining the Evolution of Relational Practice

This paper explores relational practice in strategic alliances. Focusing on how governance mechanisms and negotiation strategies evolve and form patterns of interaction that are under influence of both recursive and adaptive forces, four modes of relational practice are discussed: recursively integrative, recursively distributive, adaptive toward integrative, and adaptive toward distributive. Three longitudinal cases are examined. I find that different contractual conditions enable (or restrain) interaction patterns. Negotiation behaviour, in turn, affects future contractual conditions and their combination and recombination form the evolution of relational practice. As relationships progress, initial governance mechanisms are complemented and negotiation behaviours change. I explain how perceptions of both process and relational outcomes influence relational practice. In addition, I explicate why relational practices have both recursive and adaptive characteristics, and identify conditions that cause relational practices to move towards more integrative or distributive modes.     

我国文化企业跨区域并购应注意的问题研究

跨区域并购是我国文化企业做大做强的一个恰当的战略选择。文化企业具有意识形态性,边际成本递减、边际效用递增性,公众参与性和高衍生性四个特定属性。我国文化企业在跨区域并购时要考虑并购规划的周密性和目标企业信息完全性;要熟悉相关法规政策,促进人才整合,讲究并购绩效评价的综合性和长期性。     

战略联盟的组建、管理和发展

随着经济全球化,企业之间的竞争方式也发生了巨大的变化,战略联盟越来越多地被企业采用。本文在梳理战略联盟的有关理论的基础上,对战略联盟中有关战略联盟伙伴的选择、联盟的风险、联盟的管理、知识转移和联盟文化等若干主要问题进行了探讨。最后针对我国企业实施战略联盟的实际情况,提出了相应的发展策略。     

我国医药制造业企业并购动因分析

文中从我国医药制造业企业发展现状及发展趋势研究入手,分析了医药制造业企业并购的动因,具体研究了我国医药制造业企业并购的一般动因及特殊动因。     

我国企业并购的财务风险与控制

随着我国经济的高速发展,并购已经成为当前企业实现快速扩张、增强自身竞争力的一种策略,对于企业并购的相关研究也成为财务管理的一个重要内容。从以前很多的并购案例来看,由于有些企业忽视了并购的财务风险而最终导致失败。因此,对并购中财务风险的分析和管理有着重大的现实意义。本文通过对近年来我国企业并购的各项统计数据进行分析,阐述企业并购中财务风险的各种形成因素,并提出了相应控制财务风险的政策建议。     

A conceptual framework for R&D strategic alliance assessment for Taiwan’s biotechnology industry

With the rapid development of technology, technology advancement is harder and harder with more and more risks in technology innovation, thus enterprises can’t carry out technology innovation program alone. The development of the emergence of the biotechnology industries provides valuable insights into the role of strategic alliances and networking that shaped the synergy between both industries. This paper provides a step by step methodology to evaluate R&D strategic alliances problem in Taiwan biotechnology Industry. The purpose of this paper is to formalize the choice of R&D strategic alliance modes for an individual multinational enterprise among Joint Venture, Franchise agreement, Licensing Agreement, Subcontract and Merger/acquisition. An illustrative example is presented to demonstrate the applicability of the proposed methodology. The proposed approach also provides a relatively simple and well suited decision making tool for this type of strategic decision making problem. This evaluation mode was identified as a workable method.     

循证管理在跨国并购中的应用

在经济全球化的背景下,企业之间的并购重组成为突破企业发展瓶颈、提高企业经营能力的一种行之有效的方式。现阶段,我国并没有非常完善的并购理论,而并购中情况的复杂性也使依靠经验的传统管理方式很难发挥作用。为实现并购的有效进行,论文将循证管理的理念引入跨国并购理论中,分析并购中可能产生的风险,并以循证管理的角度给出解决方法,为并购理论提供新的完善思路。     

A Knowledge Accessing Theory of Strategic Alliances

ABSTRACT The emerging knowledge‐based view of the firm offers new insight into the causes and management of interfirm alliances. However, the development of an effective knowledge‐based theory of alliance formation has been inhibited by a simplistic view of alliances as vehicles for organizational learning in which strategic alliances have presumed to be motivated by firms’ desire to acquire knowledge from one another. We argue that the primary advantage of alliances over both firms and markets is in accessing rather than acquiring knowledge. Building upon the distinction between the knowledge generation (‘exploration’) and knowledge application (‘exploitation’), we show that alliances contribute to the efficiency in the application of knowledge; first, by improving the efficiency with which knowledge is integrated into the production of complex goods and services, and second, by increasing the efficiency with which knowledge is utilized. These static efficiency advantages of alliances are enhanced where there is uncertainty over future knowledge requirements and where new products offer early‐mover advantages. Compared with alternative learning‐based approaches to alliance formation, our proposed knowledge‐accessing theory of alliances offers the advantages of greater theoretical rigour and consistency with general trends in alliance activity and corporate strategy.     

In search of alliance-level relational capabilities: Balancing innovation value creation and appropriability in R&D alliances

In order to advance our knowledge of alliance-level relational capabilities, this paper investigates how searching across different knowledge domains affects both innovation value creation and appropriability in R&D alliances. Focusing on the alliance level of analysis, we advance that, in R&D strategic alliances, search span has a curvilinear (inverted U-shape) relationship with value creation and a positive relationship with value appropriability. Our analysis on a sample of 1515 interfirm dyadic R&D alliances confirms these hypotheses. We find that, after a threshold level of search span, joint value creation decreases. Conversely, the allied firms’ ability to appropriate the value of their jointly developed inventions grows exponentially as the alliance search span increases. Thus, value creation and appropriability may have conflicting exigencies. We argue that firms involved in R&D strategic alliances should develop the interorganizational relational capability to jointly manage the process of search that occurs at the interorganizational level, and specifically the span of their search, in ways that balance the needs of value creation and appropriability.     

频繁并购重组与异常审计收费

以2012—2017年A股上市公司为样本,采用异常审计费用衡量审计师对上市公司频繁并购重组的风险溢价,探究企业频繁并购重组与审计师风险溢价收费的关系,研究发现企业频繁并购重组会导致审计师风险溢价提高。从商誉和盈余管理角度探究其路径机制发现,商誉和真实盈余管理是频繁并购重组导致更高审计师风险溢价两个重要中介变量,而应计盈余管理并没有发挥中介作用,即频繁并购重组企业操纵利润的手段倾向于采用真实盈余管理,而非应计盈余管理。