Session Summary

Session Number:715
Session ID:S287
Session Title:Acquisitions, Divestitures, and Corporate Control
Short Title:Corporate Control
Session Type:Division Paper
Hotel:Hyatt East
Floor:LL2
Room:Columbus K/L
Time:Monday, August 09, 1999 12:20 PM - 2:10 PM

Sponsors

OMT  (Joseph Porac)j-porac@staff.uiuc.edu (217) 244-7969 

General People

Discussant Palmer, Donald A. U. of California, Davis dapalmer@ucdavis.edu (530) 752-8566 
Chair Seidel, Marc-David L. U. of Texas, Austin seidel@uts.cc.utexas.edu 512-471-7057 

Submissions

Adaptive Adjustments: An Interorganizational Extension of the Principle of Minimum Intervention 
 Heppard, Kurt A. U. S. Air Force Academy heppardka.dfm.usafa@usafa.af.mil 719-333-4130 
 Koberg, Christine S. U. of Colorado, Boulder christine.koberg@colorado.edu 303-492-8677 
 This paper extends the principle of minimum intervention to the interorganizational level of analysis. Using the existing literature on interorganizational relationships, adaptation, and strategies as a foundation, this paper develops, tests, and finds support for the premise that a hierarchical repertoire of interorganizational adjustments exists.
 Keywords: Interorganizational; Adaptive; Adjustment
Antitrust and the Market for Corporate Control: Railroad Acquisitions, 1825-1922 
 Dobbin, Frank R. Princeton U. dobbin@princeton.edu (609) 683-1569 
 Dowd, Timothy  Emory U. tdowd@unix.cc.emory.edu (404) 727-6259 
 What makes a firm buy another firm? What makes a firm sell? Economists and sociologists have derived a number of propositions from post-WWII acquisitions, but they have not been able to isolate the effects of industrial regulation. How does antitrust -- which has set the parameters for inter-firm competition since 1897 -- influence acquisitions? To answer this question we consider the 167 acquisitions that occurred among Massachusetts railroads between 1825 and 1922. We contend that antitrust creates a particular form of competitive environment and thereby conditions two of the key predictors of acquisitions -- industry concentration and corporat profitability. Industry concentration increases the likelihood that a railroad would sell only after the enforcement of antitrust, because high concentration threatened weak firms only after cartels were outlawed. A firm's profitability increased the likelihood it would buy another railroad only after antitrust was enforced, because only then did railroads with excess capital benefit from buying their competitors to quash rate competition. We propose, then, that antitrust law produced important characteristics of the modern market for corporate control.
 Keywords: Stategy; Regulation; Antitrust
Managerial Hierarchies, Market Control, and the Risk of Organizational Disbanding 
 Thornton, Patricia H. Duke University thornton@soc.duke.edu (919) 660-5760 
 Ocasio, William  Northwestern U. wocasio@nwu.edu (847) 467-3504 
 This study examines how managerial hierarchies affect market control and determine organizational life chances. Using the higher education publishing industry as our context, we analyze how organizational disbanding is affected by: (1) divisional versus independent forms of organization, (2) vertical integration versus contractual relationships in marketing and distribution, and (3) symbiotic and competitive interdependencies with acquiring firms. We find that divisions and subsidiaries that are part of managerial hierarchies have a lower rate of disbanding than do independent organizations. Firms that did not vertically integrate distribution functions but instead relied on contractual relations increased their rate of disbanding. The effects of acquisition are contingent on the strategy of the acquiring firm. Acquisition by other domestic firms with competitive interdependence increased the rate of disbanding as they sought to diminish competition, but acquisition by foreign firms with symbiotic interdependence did not as they sought greater market access. In summary, in the context of the higher education publishing industry, managerial hierarchies associated with decreased resource dependence and increased market control, led to a decreased rate of organizational disbanding.
 Keywords: Hierarchies; Control; Disbanding
Structural Embeddedness and The Market for Corporate Control 
 Piskorski, Mikolaj Jan Harvard U. mpiskorski@hbs.edu (617) 495-1470 
 This paper extends Davis' focus on diversification as the key factor shaping the incidence of takeover bids in the 1980s. Unlike Davis et al. (1994), however, I propose a model in which takeover bids are driven by the logic of structural embeddedness, rather than by bust-up of firms with business units in disparate business. Drawing on resource dependence theory I elucidate the structural embeddedness model of the firm. The model suggests that when dependence and small numbers bargaining are present firms should internalize, or co-opt, the difficult transactions (Pfeffer and Salancik, 1979; Burt, 1982). The structural hole definition based on the inter-industry pattern of buying and selling (Burt, 1992) offers a great opportunity to measure incentive for cooptation of difficult transactions. Viewed in this way firms become collections of business units, which embed difficult transactions in the structure of interindustry buying and selling. Having discussed the structural embeddedness model of the firm, I argue that firms are at a lower risk of receiving a takeover bid when two conditions regarding the firm's business units are met simultaneously. First, firms own business units that would find exchange difficult if the transaction took place through market - i.e. they embed structural exchange problems well. Second, there are a few other business unit combinations that can embed exchange better. Empirical data on takeover bids for the Fortune 100 firms between 1978 and 1978 confirms this theory and offers a considerable improvement in model fit over the existing formulations.
 Keywords: Takeovers; Embeddedness; Diversification