Make,buy, organize: The interplay between research,external knowledge,and firm structure

We bridge current streams of innovation research to explore the interplay between R&D, external knowledge, and organizational structure—three elements of a firm's innovation strategy, which we argue should logically be studied together. Using within‐firm patent assignment patterns, we develop a novel measure of structure for a large sample of American firms. We find that centralized firms invest more in research, and patent more per R&D dollar, than decentralized firms. Both types access technology via mergers and acquisitions, but their acquisitions differ in terms of frequency, size, and integration. Consistent with our framework, their sources of value creation differ: while centralized firms derive more value from internal R&D, decentralized firms rely more on external knowledge. We discuss how these findings should stimulate more integrative work on theories of innovation. Copyright © 2013 John Wiley & Sons, Ltd.     

Female board representation and corporate acquisition intensity

This study examines the impact of female board representation on firm‐level strategic behavior within the domain of mergers and acquisitions (M&A). We build on social identity theory to predict that greater female representation on a firm's board will be negatively associated with both the number of acquisitions the firm engages in and, conditional on doing a deal, acquisition size. Using a comprehensive, multiyear sample of U.S. public firms, we find strong support for our hypotheses. We demonstrate the robustness of our findings through the use of a difference‐in‐differences analysis on a subsample of firms that experienced exogenous changes in board gender composition as a result of director deaths. Copyright © 2014 John Wiley & Sons, Ltd.     

The long‐term performance of horizontal acquisitions

This paper examines how value is created in horizontal mergers and acquisitions. More specifically, it examines the impact of post‐acquisition asset divestiture and resource redeployment on the long‐term performance of horizontal acquisitions. The data come from a detailed survey of acquiring firm managers and cover 253 horizontal mergers and acquisitions that were initiated by European and U.S. firms in manufacturing industries for the period 1988–1992. This study incorporates insights from the cost efficiency and resource‐based theories to propose a model of the effects of asset divestiture and resource redeployment on long‐term acquisition performance. Overall, our results show that both asset divestiture and resource redeployment can contribute to acquisition performance, with, however, a significant risk of damaging acquisition performance when the divested assets and redeployed resources are those of the target. Copyright © 1999 John Wiley & Sons, Ltd.     

Agglomeration and the choice between acquisitions and alliances: An information economics perspective

Research summary : This research extends agglomeration theory by joining it with information economics research to better understand the determinants of firms' organizational governance choices. We argue that co‐location in a common geographic cluster fosters lower levels of information asymmetry between exchange partners and thus leads firms to employ acquisitions rather than alliances for their external corporate development activities. We further extend agglomeration theory by arguing that the impact of sharing a cluster location on acquisitions versus alliances strengthens with the level and dissimilarity of the exchange partners' knowledge‐based resources as well as with the intra‐cluster geographic proximity of the partners. Evidence from a sample of over 1,100 alliance and acquisition transactions in the U.S. semiconductor industry provides support for our hypotheses. Managerial summary : This paper investigates the role of geographical clustering for firms' external corporate development activities in acquisitions and alliances. We explain how better information is likely to be available among firms co‐located in the same cluster. This suggests that managers should have less need to use alliances over acquisitions as a means of reducing the risk of adverse selection (e.g., overpaying for acquisitions). Our investigation of over 1,100 transactions in the U.S. semiconductor industry shows that common cluster co‐location increases the probability of acquisition relative to alliance. Our arguments and evidence also indicate that the information‐related benefits of cluster co‐location are even more impactful when the parties have more divergent technology bases, possess larger stocks of knowledge‐based resources, or are located in closer geographic proximity. Copyright © 2015 John Wiley & Sons, Ltd.     

Cross-border mergers and acquisitions by Chinese listed companies: A principal–principal perspective

Chinese listed firms have gained the world’s attention with several ambitious, high-profile cross-border mergers and acquisitions. In most of these deals, the Chinese government is the largest shareholder of the acquiring firms. As such, it may be the case that the Chinese government pushes through such deals even though they are not in the best interests of minority shareholders, giving rise to principal–principal conflicts. Along these lines, we hypothesize that increased government ownership in the acquiring firm will be associated with investors viewing a cross-border merger deal in less favorable terms. In addition, we hypothesize that environmental complexity will moderate this negative relationship. We test our hypotheses with a sample of cross-border mergers and acquisitions involving Chinese firms from 2000 to 2008. We find support for the main hypothesis, that is, that investors are indeed skeptical of cross-border mergers and acquisitions deals when the government is the majority owner (i.e., principal–principal conflicts). However, we find no support for the moderating effect. We discuss the implications of these findings for researchers and practitioners and suggest future research directions.     

Relational configurations with information intermediaries: The effect of firm‐investment bank ties on expected acquisition performance

Recognizing information‐related problems in acquisition transactions, we study how the characteristics of acquiring firms' relationships with information brokers or intermediaries like investment banks affect firms' access to acquisition‐related information, thus influencing expected acquisition performance. We propose that relational configurations that enhance the intermediaries' ability and willingness provide the most beneficial and appropriate information to acquiring firms. We find that acquirers' expected acquisition performance increases with the number of prior transactions with investment banks but decreases when relationships with banks become exclusive. Further, the positive effect of number of prior transactions becomes even stronger for less related acquisitions. Our study provides insights on the beneficial performance implications of competition in multiple but nonexclusive relationships with information intermediaries such as investment banks. Copyright © 2013 John Wiley & Sons, Ltd.     

From crisis to opportunity: environmental jolt,corporate acquisitions,and firm performance

This study incorporates the external environmental context into the study of corporate acquisitions by examining the performance implications of corporate acquisitions during an environmental jolt that alters the levels of environmental munificence. We posit that compared to the periods before and after an environmental jolt, corporate acquisitions during a jolt would be positively related to firm performance. Furthermore, we suggest that organizational slack would improve firm performance and accentuate the positive relationship between corporate acquisitions and firm performance during an environmental jolt; however, it would have negative impact on firm performance and make the acquisition‐performance relationship more negative before and after a jolt. Using the Asian Economic Crisis as a natural experiment, we found general support for our core arguments based on a sample of firms from Hong Kong and Singapore. Our work demonstrates that firms can capitalize on the opportunities created by the changes in an environmental jolt. Copyright © 2009 John Wiley & Sons, Ltd.     

Firm Heterogeneity,New Investment and Acquisitions

This paper presents a model of investment in which heterogeneous firms choose between new investment and acquisitions. New investment involves purchasing a new plant for an existing variety. Acquisitions involve purchasing a plant and a variety from a selling firm. Using a variable‐elasticity demand system, I show that if varieties within a differentiated industry are imperfect substitutes, mid‐productivity firms invest. As varieties approach perfect substitutability, high‐productivity firms invest. For both cases, within the region of investing firms, the most productive choose acquisitions over new investment. In analyzing firm‐level data from Compustat, I find evidence that supports these predictions.     

Acquisitions of private vs. public firms: Private information,target selection,and acquirer returns

The acquisition of privately held firms is a prevalent phenomenon that has received little attention in mergers and acquisitions research. In this study, we examine three questions: (1) What drives the acquirer's choice between public and private targets? (2) Do acquisitions of private targets elicit a more positive stock market reaction than acquisitions of public targets, which, on average, destroy value for acquirers' shareholders? (3) Do acquirers gain when their selection of a public or private target fits the theory? In this paper, we argue that the lack of information on private targets limits the breadth of the acquirer's search and increases its risk of not evaluating properly the assets of private targets. At the same time, less information on private targets creates more value‐creating opportunities for exploiting private information, whereas the market of corporate control for public targets already serves as an information‐processing and asset valuation mechanism for all potential bidders. Using an event study and survey data, we find that: (1) acquirers favor private targets in familiar industries and turn to public targets to enter new business domains or industries with a high level of intangible assets; (2) acquirers of private targets perform better than acquirers of public targets on merger announcement, after controlling for endogeneity bias; (3) acquirers of private firms perform better than if they had acquired a public firm, and acquirers of public firms perform better than if they had acquired a private firm. These results support the expectation that acquirer returns from their target choice (private/public) are not universal but depend on the acquirer's type of search and on the merging firms' attributes. Copyright © 2007 John Wiley & Sons, Ltd.     

Professional influence: the effects of investment banks on clients' acquisition financing and performance

This study examines the conditions in which professional firms use client engagements to get clients to subsequently hire them. The central thesis is that professional firms derive power from their specialized expertise and lead clients towards complex problems that apply the expertise. In particular, relative to cash‐financed acquisitions, stock‐financed acquisitions more intensively apply investment banks' expertise. Consistent with expectations, results from a sample of 404 acquisitions show that firms are more likely to hire banks on stock‐financed acquisitions when they have previously used banks. Evidence also suggests that clients that hire banks on such acquisitions are prone to adverse performance from them. Overall, these results suggest that professional firms lead clients to complex solutions with problematic outcomes. Copyright © 2003 John Wiley & Sons, Ltd.     

High‐Reputation Firms and Their Differential Acquisition Behaviors

Research summary: E merging reputation research suggests that high‐reputation firms will act to maintain their reputations in the face of high expectations. Yet, this research remains unclear on how high‐reputation firms do so. We advance this research by exploring three questions related to high‐reputation firms' differential acquisition behaviors: Do high‐reputation firms make more acquisitions than similar firms without this distinction? What kind of acquisitions do they make? How do investors react to high‐reputation firms' differential acquisition behaviors? We find that high‐reputation firms make more acquisitions and more unrelated acquisitions than other firms. Yet, we also find that investors bid down high‐reputation firms' stock more than other firms' in response to acquisition announcements, suggesting that investors are skeptical of how high‐reputation firms maintain their reputations . Managerial summary: W e know that high‐reputation firms wish to maintain their elite standing in the face of high‐market expectations, but we know little about how they do so. We explore this puzzle by investigating how reputation maintenance influences high‐reputation firms' acquisition behaviors. We classify high‐reputation firms are those firms that make Fortune's M ost A dmired annual list, and we find that high‐reputation firms make more acquisitions and more unrelated ones than other firms. Surprisingly, we also find that the market tends to react negatively to these acquisitions. Thus, managers may want to reconsider their strategy of making acquisitions as a means to maintain their firms' high reputations . Copyright © 2017 John Wiley & Sons, Ltd.     

Driven by aspirations,but in what direction? Performance shortfalls,slack resources,and resource‐consuming vs. resource‐freeing organizational change

Research summary : Prior literature drawing on the behavioral theory of the firm has not considered how resource constraints impact the direction of organizational change in response to performance shortfalls relative to aspirations. We argue that decreasing financial resources resulting from substantial performance shortfalls and the absence or availability of slack resources together affect the emphasis on different types of organizational change in response to performance shortfalls. Using data on the acquisition and divestment behavior of 530 companies in the information and communications technology sector from 1992 to 2014, we find that the frequency of resource‐consuming acquisitions and of resource‐freeing divestments are affected differently by performance below aspirations and that these relationships are moderated by the level of financial slack. Managerial summary : This paper examines whether firms respond to performance shortfalls with acquisitions or divestments. We argue and show that the closer the firm is to the aspired level of performance, the more likely it is to respond with resource‐consuming acquisitions to close the performance gap, whereas the further it is from aspired performance, the more likely the firm is to respond with divestments to free resources. Financial slack weakens these relationships between performance relative to aspirations and acquisitions or divestments such that it increases the likelihood of a response through acquisitions while it reduces the likelihood of a response through divestments. Copyright © 2016 John Wiley & Sons, Ltd.     

Determinants of early movers in cross-border merger and acquisition wave in an emerging market: A study of Indian firms

A series of changes in India’s financial institutional regime led to waves of cross-border mergers and acquisitions (M&A) deals spanning various industries. In this article, we explore firm-level determinants that distinguish between early movers and followers in these waves. We tested our hypotheses using data for the 2001–2011 period. Analysis found support for our hypotheses that prior experience (with alliances), firm size, and international embeddedness of business group influence timing of firms’ cross-border M&A. Findings support the springboarding perspective that emerging market (EM) firms engage in preemptive acquisitions to gain first-mover advantage.     

Making Up Is Hard to Do: Knowledge Acquisition Strategies and the Nature of New Product Innovation

Innovation creates significant challenges for firms in high‐technology industries. This article examines how the use of external knowledge acquired from mergers and acquisitions (M&As) and joint ventures (JVs) influence the nature of innovative competence in the global pharmaceutical industry. We create a unique database on never‐before approved products that measure the scientific merit of new, exploratory product innovations, ranging from radical to incremental. We then follow their market success by recording the number of new exploitative product innovations that stem from these product innovations and that are later approved and subsequently marketed. Using a large data set spanning a 15‐year period, we find that firms were able to “make up” for their lack of exploitation or exploration innovative capabilities through the use of M&As and JVs. These external knowledge acquisition strategies were found to overcome internal processes that otherwise could cause firms to overemphasize exploitation over exploration and vice versa. Our findings suggest that acquiring external knowledge via M&As is associated with diminished exploratory product innovation, while assimilating external knowledge sourced from JVs is associated with a reduction in new exploitative product innovation.     

CEO–CFO team optimism: Commercial real estate transactions and REIT performance

The managerial optimism literature concentrates on CEOs neglecting other executive team members. We evaluate the interplay of the optimism levels of the CEOs and CFOs of real estate investment trusts, and study their commercial real estate transactions. We find that firms led by optimistic CEO/CFO teams pay 3% more than their peers for their asset acquisitions if cash ratio increases by one percentage point. Our findings also exhibit inferior stock performance by optimistic teams following a transaction. Conversely, diversity in terms of CEO/CFO optimism prevents firms from overpaying, serving as a soft governance mechanism with salience to firm performance.     

The effects of strategic and market complementarity on acquisition performance: evidence from the U.S. commercial banking industry, 1989–2001

Most traditional research on mergers and acquisitions tends to focus on the role of similarity in explaining acquisition performance. While scholars have recently begun to examine acquisition complementarity, there is still little evidence concerning how complementarity influences acquisition performance. Further, previous research has not drawn the connections between related contexts and the potential benefits from complementarity. In this article, we move the study of acquisition complementarity forward by investigating the effects of strategic and market complementarity on acquisition performance in the context of related horizontal acquisitions. We also propose that two key attributes of acquirers—strategic focus and out‐of‐market acquisition experience—will moderate this relationship. We investigate our research questions in the context of all 2,204 acquisitions made by publicly traded U.S. commercial banks during the 12‐year period from 1989 to 2001. Our findings are generally supportive, suggesting complementarity is an important antecedent of acquisition performance, and raising important issues on the nature of acquisition research in general. Copyright © 2009 John Wiley & Sons, Ltd.     

How to improve acquisition performance: The role of a dedicated M&A function,M&A learning process,and M&A capability

How to improve the performance of mergers & acquisitions (M&A) continues to be a confounding issue. We show that a dedicated M&A function is a new phenomenon that is positively related to a firm's M&A performance and M&A learning process. Moreover, we find that an M&A learning process (involving articulation, codification, sharing, and internalization) helps build up an M&A capability, which in turn is positively related to a firm's overall M&A performance. We use survey data from a sample drawn from the M&A activities of German firms to test our arguments. Ltd. Copyright © 2015 John Wiley & Sons, Ltd.     

Cross‐border mergers and acquisitions: The role of private equity firms

Research summary: We show that private equity ownership (“PE backing”) of the acquirer is a signal of deal quality in cross‐border takeovers. As such, PE‐backed acquirers experience higher announcement returns in cross‐border takeovers, but only if targets are in poor information environments. We show that PE backing is a positive market signal because of PE firms' experience and networks that result from prior deals in target countries. We document that the market correctly anticipates that operating performance of PE‐backed acquirers increases as a result of cross‐border mergers and acquisitions (M&A). Managerial summary: We study cross‐border acquisitions by acquirers that are partially owned by private equity firms (“PE backing”). Cross‐border acquisitions are challenging as acquirers often have little information about targets. We document that investors react positively to cross‐border deals of PE‐backed acquirers—their stock prices increase upon deal announcements. However, this is only the case if targets are in countries with poor information environments. This is because PE backing allows acquirers to access PE firms' deal experience and networks. This makes it easier to identify and evaluate good targets, making it more (less) likely that a deal eventually creates (destroys) value. Consistent with this, we find that earnings of PE‐backed acquirers increase after buying targets in poor information environments. Copyright © 2016 John Wiley & Sons, Ltd.     

Market value effects of acquisitions involving internet firms: a resource‐based analysis

While most prior research suggests that the average change in market value of acquiring firms varies closely around zero, recent research grounded in the resource‐based view and organizational learning theory identify positive returns to acquirers. We contribute to this literature by focusing on acquisitions of Internet firms and the potential for the transfer of scarce resources. We hypothesize that acquisitions made by offline firms of Internet firms and by Internet firms of other Internet firms lead to positive market valuation for the acquirer. Results of an event study of 798 acquisitions of Internet firms provided support for these predictions. We also find that prior alliances with online firms do not reduce the gains from such acquisitions to offline firms. Copyright © 2006 John Wiley & Sons, Ltd.     

Determinants of layoff announcements following M&As: an empirical investigation

It is often argued that mergers and acquisitions (M&As) lead to employee layoffs. This paper examines factors that influence the probability that a layoff announcement will follow an M&A. A sample of 136 large M&As, involving U.S. targets, that occurred between 1989 and 1993 is analyzed. Analyses of this sample indicate that the probability of a layoff announcement is higher if the firms involved in the transaction are related. The probability that a layoff will be announced was not changed when the acquirer was a non-U.S. firm (cross-border transactions). Target revenue per employee before the M&A is negatively related to the probability that a layoff was announced. Target financial performance prior to the transaction and use of borrowed funds to finance the merger were not found to have an impact on the probability that a layoff will be announced. © 1998 John Wiley & Sons, Ltd.