Advances in Mergers and Acquisitions: Volume 9

Calipha, Tarba, and Brock start the volume off with a reminder of the fragility of mergers and acquisitions (M&As). The track record is not good, and there are many reasons for this. In truth, each of the chapters in this book takes on the challenge of understanding why the success rate of M&As is as poor as it is, on a global basis. This despite the extraordinary levels of M&A activity seen before the financial crash in 2008, and the many signs that global companies are about to embark on another wave of deal making. Nonetheless, Calipha, Tarba, and Brock have a good place to start because of their broad review of the M&A literature.

Mergers and acquisitions (M&As) have become an increasingly broad-based phenomenon, and their numbers are growing dramatically in the United States, Europe, and elsewhere throughout the globe. Still, research shows us that less than 50% of M&As succeed. At the same time scholarly research on M&As abounds, presenting the opportunity to step back and review what we have learned and what we still do not know. Although the field of M&A research is far too broad and complex to be covered in one review essay, we attempt to begin at the beginning, covering some historical and background issues before surveying three topics fundamental to successful M&As. First, in order to lay the foundations for better understanding of M&A processes in general, we overview various approaches from those that include just two phases – premerger and postmerger – to those with seven phases – including aspects of due diligence and integration phases. The second topic refers to M&A motives such as entering a new market, gaining new scarce resources, achieving synergies, and so forth. The third issue is M&A success factors. Here we synthesize a large body of research that has pointed to many different managerial and organizational factors that are generally associated with M&A success, for example, relative size of M&A partners, managerial involvement, culture, and organizational structural issues. While no review of these topics can claim to be comprehensive, we do attempt to present a good variety of literature approaches representing not only elite scholarly journals but also some important practitioner-oriented books and articles.

The increasing number of cases of developing country multinational enterprises (MNEs) buying assets from developed countries through merger and acquisition (M&A) calls for more systematic evidences on this area. As a typical and representative developing country, China has already drawn the world's attention with several high-profile cross-border M&As in recent years. By examining the recent evidences of Chinese outward M&A, this chapter reviews the main motivations of outward M&A among state-owned enterprises (SOEs) and non-SOEs, and presents an overall picture of China's outward M&A in the last decade. In doing so, this chapter intends to explore the crucial role played by the Chinese government in orchestrating its internationalization activities and the long-term implications on the competitiveness of Chinese firms in the global marketplace.

Drawing on the trust literature and research on sociocultural integration in mergers and acquisitions (M&As), we develop a model of the antecedents and consequences of trust dynamics in acquisitions. The model proposes that target firm members’ perceptions of the acquiring firm management's trustworthiness are affected by the relationship history of the firms, the interfirm distance, and the integration approach taken by the acquirer. Ability, benevolence, integrity, and value congruence perceptions are proposed to converge into a generalized trust judgment or result in a state of ambivalence, depending on whether the trustworthiness attributions are consistent or conflicting. The model explains the mechanisms by which trust and ambivalence may affect a variety of attitudinal and behavioral outcomes. A number of testable propositions are derived from this model, and the implications for M&A research and practice are discussed.

Mergers & acquisitions (M&A) are an important element of any company's growth plan. However, the actual performance of most M&A activity fails to live up to the expectations of the acquirers. The psychological biases that affect decision-making have been posited as a source of this disappointing performance. The broad strokes in which these biases have been offered up as explanation for M&A failure don't offer much insight into the specific causes, and therefore the actions business leaders can take to mitigate their impact. We review a 4-step M&A process, identify the different biases that affect the different stages, and then offer practical debiasing techniques targeted at that particular stage of the decision-making process. This targeted debiasing can help business leaders find practical solutions to this vexing problem. Finally, we review two biases that motivate decision makers to avoid pursuing M&A deals at all – to the detriment of achieving their growth targets.

A firm's behavior is constrained by its access to resources owned or controlled by different constituencies in its environment. Mergers and acquisitions are one way to proactively manage these resource dependencies. Research on resource dependence reducing merger and acquisition patterns provides an important cornerstone of resource dependency theory and a basis of our present knowledge of the aggregate industry-level merger and acquisition patterns. However, due to the predominant focus on inter-industry merger and acquisition patterns in earlier research, much less is known as to whether the same logic could also be applied to explain intra-industry merger and acquisition patterns. In this chapter, we extend the resource dependence results to an intra-industry context. In particular, we show that mergers and acquisitions among pharmaceutical firms tend to take place among firms with technological and competitive interdependencies. To distinguish our finding from the competing resource scale and scope explanations, we show that the likelihood of a resource dependence reducing acquisition is moderated by the crowding of firms’ technological positions and prior alliance ties. Consistent with the resource dependence explanation, both weaken the effect of overlapping technological positions even though both alliance ties and crowding otherwise are positively related to merger and acquisition patterns in line with the social structural explanations.

Personal political connections with politicians have positive contribution to the abnormal returns of firms (Hillman, Zardkoohi, & Bierman, 1999; Chung, 2006; Dinc, 2005; Faccio, 2006; Morck, Wolfenzon, & Yeung, 2005; Imai, 2006). Business owners and executives have incentives to invest in political connections because such relationship may enable their firms to gain access to key information not available to the competitors. However, the impact of political connections on the behaviors of firms has only received scant interest in the literature (Hillman, Withers, & Collins, 2009).

The objective of this research is to examine the impact of formal and informal political connections on the scope of family business diversification. We focus on family business because of their unique access to family ties or family social capital to achieve business objectives (Sharma, 2004; Steier, 2003). We test our hypotheses using panel data from 35 Taiwan-based family business groups from 1988 to 2002. Our analysis shows that the informal political connections possessed by the parent generation owners of family business groups are better predictors of family business diversification than the informal political connections established by the children generations owners. This result complements the resource dependence theory by suggesting that durable and non-transferable political connections possessed by family leaders have a unique effect in the corporate decision to diversify. Additionally, the personal ties between politicians and parent generation family leaders are “sticky.” They cannot be easily succeeded by the younger generations.

We propose a typology of acquisition value creation logics derived from the dynamic capability literature and explore the organisational capabilities and implementation processes required for the effective delivery of three value creation logics: governance-based, cost-based and knowledge-based. We argue that each value creation logic calls for a specific and distinct set of acquirer capabilities and post-acquisition implementation processes. We put forward a contingency approach, where effective corporate acquirers make a conscious choice as to their predominant value creation logic based on a consideration of their organisational capabilities, which, in turn, defines the characteristics of appropriate target companies and the necessary implementation actions required to realise value post-acquisition. We discuss the implications for both acquiring firm executives and future M&A research.

This chapter deals with the impact of mergers and acquisitions (M&A) on technological performance. We argue that, when it provides additional technological resources, M&A promote the creation of more value in the innovation process. Instead, when it allows the redeployment of complementary assets, M&A enable more value to be captured from the innovations, and hence foster firms’ incentives in the innovation process. Hypotheses are tested on a sample of deals that were completed in the U.S. “medical devices and photographic equipment” sector in the period 1988–1996.

This chapter looks at the role the investment banks play in the acquisition process. The existing literature presents a conflicting account of the banks' advice on the performance of the acquiring firm. By distinguishing between two different types of investment banks – bulge bracket and boutique firms – the chapter shows that the acquirer's performance may be a function of the interaction between the acquirer's choice of the bank's type and the acquirer's experience. More specifically, it appears that while the inexperienced acquirers can benefit from the deeper acquisition expertise of the boutique banks, the experienced acquirers can benefit more from the broader information search capabilities of the bulge bracket banks.