Firm Boundaries Flashcards

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1
Q

What are the boundaries of a firm?

A

The scope of the firm.

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2
Q

What two types of dimensions can you divide the boundaries into?

A

Vertical (Value chain): Specialization (different companies over the value chain) vs. integration (1 company over the entire value chain)

Horizontal: Could be different products/geographical areas

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3
Q

In a vertically scoped company, what does the two possibilities look like?

A

1) Single integrated firm across the entire value chain
2) Several Specialized Firms across the value chain

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4
Q

Horizontal boundaries in a company can look like what?

A

1) Product scope (P1, P2, P3)
2) Geographical scope (G1, G2, G3)

Daughter businesses built on products or differences in geography

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5
Q

What are the benefits of vertical integration?

A

1) Technical economies from physical integration of processes
2) Avoid profit capture by powerful suppliers (demanding high prices) and distributors (insisting on lower purchase prices)
3) Avoiding search, contracting, monitoring and enforcement costs
4) Avoiding dependencies arising from relationship-specific investments - like hold-ups

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6
Q

What are the costs of vertical integration?

A

1) Units may not achieve sufficient scale to produce efficiently
2) Managing structurally different business is difficult
3) Specialization may allow for better development of unique capabilities
4) Incentive problems: vertical units may not remain competitive
5) Negative competitive effects: competing with customers

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7
Q

What drives the choice for vertical integration?

A

The “make-or-buy” decision (which translates into integration, alliances, licensing, etc.) is strongly driven by considerations of transaction costs
- Search costs: finding the right partners
- Contracting costs: specifying the required parameters of a transaction (e.g. quality)
- Monitoring and enforcement costs: monitoring partner’s compliance

  • Asset specificity: collaboration implies investment into relationship-specific assets, which might be exploited by partner (opportunistic behavior)
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8
Q

What are vertical boundary hold-ups?

A

Hold-up: an action to exploit another party’s dependence

  • Arises from relationship-specific investments: an asset is only useful in the context of the collaboration («sunk costs»)
  • One party imposes new, for the partner unfavorable, terms (like price increases) – now you can either find a new partner or go along with lower profits
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9
Q

How can you avoid a hold-up?

A
  • Solution if specific investments cannot be avoided: detailed contracts or vertical integration
  • Both solutions are costly
  • Contracts may not be enforceable
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10
Q

Examples of vertical boundary hold-ups are?

A

Buildings, metro etc. – “this will cost 5 billion USD”, not they come and say that they ran out of money and need another billion to finish the metro. Do you sink this cost or add the next billion?

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11
Q

Describe a vertical boundary concept in Biotech/Pharma

A

Vertical boundaries – Big pharma buys smaller biotechs licenses to produce their drug/R&D or buys small biotechs for their drug.

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12
Q

When did large R&D companies form?

A

In the industrialization due to the fact that “inventors” couldn’t do it alone anymore. You needed larger R&D corporations to innovate.

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13
Q

What are some motives for horizontal integration without diversification?

A
  • Seeking ownership or increasing control over a firm’s competitors through M&A’s among competitors
  • Economics of scale through size increase
  • Increasing market power (but anti-trust may limit possibilities)
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14
Q

How can you horizontally expand?

A

Diversification strategy
- Extended product scope (related & unrelated diversification)
Geographic expansion
M&A

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15
Q

What are motives of horizontal diversification?

A
  • Accessing new growth opportunities
  • Diversifying business risks
  • Economies of scope (makes the simultaneous manufacturing of different products more cost-effective than manufacturing them on their own)
  • Internal capital and labor markets
  • Economies from internalizing transactions
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16
Q

What are challenges of horizontal diversification?

A
  • Depends on “relatedness”: high complexity of running different businesses
  • Unclear strategic focus
  • Determining optimal investment decisions and resource allocations
  • Firm size increases associated with own inefficiencies
  • “Local empires”: managerial challenges
17
Q

How can you expand horizontally using geo scopes?

A

Less resource commitment and less control:
- Exporting – Long-term contracts, foreign distributor/agent
- Licensing – Licensing IP, Franchising

More resource commitment and control – Direct Investments:
- Joint venture – Selected functions (distribution) or fully integrated.
- Wholly owned subsidiary – Fully integrated or selected functions.

18
Q

What are considerations for Geographical scope of horizontal boundaries?

A
  • Role of country resources for competitive advantage: e.g., labor or energy costs, physical proximity to production inputs, value of local R&D
    – Availability of resources: are local partners required?
  • Tradability of product: import restrictions and regulation (i.e. requirements or customer preferences for local production), complexity of product, necessity to adapt product
  • Transaction costs (e.g., tariffs, transportation costs; searching, and monitoring contractors)
  • Appropriability: can setting up foreign facilities (R&D and production) increase risk of knowledge outflows
19
Q

Have the number of M&A gone up over the last centuries?

A

Yes, Bioharma M&As are going up!

20
Q

What are the motives for M&A in Biopharma?

A

1) Access to new technologies (e.g. Roche & Genentech)
2) Response to industry-wide shocks (e.g., “pharma productivity crisis” during 1990/2000)
3) Realizing Economies of Scale and Scope: positive returns to size
4) Expansion to foreign markets: cross-border mergers to gain ability to do global product launches and to use local sales forces
5) Increasing market power (but subject to antitrust regulation)
6) Tax optimization (cross-country M&A)

21
Q

Are M&As solely for expanding business?

A

No, can also be killer acquisitions. Acquisitions only to kill a competitor (or a potential buy target for a competitor)

22
Q

What are some challenges with M&As?

A

1) Too high acquisition premiums: buyer pays too much for acquisition target
2) Lacking fit in terms of organizational structure and culture
3) Difficult integration processes and problematic interpersonal communications: Key (scientific) employees may leave the firm
4) Overly optimistic expectations about possible synergies
5) Merger and subsequent integration process captures too much of managerial attention

23
Q

The Bayer-Monsanto merger had what motivations?

A

Product & technological complementarities:
* Bayer divisions: Seeds 1.2bn, crop protection: 8.2bn
* Monsanto divisions: Seeds & Genomics 10bn; agricultural productivity 5bn.

Geographic distribution of revenues
* Bayer: Europe 3.1bn, NA 2.6bn, AsiaPacific 1.5bn, Others (LA, Africa) 3bn
* Monsanto: US 8.6bn, Europe & Africa 1.8bn, Brazil 1.7bn, AsiaPacific 0.6

Industry concentration: e.g. Syngenta and ChemChina; Dow AgroSciences and DuPont

Stagnating market environment in 2015: may increase the need to leverage synergies and achieve scale advantages
* Bayer’s divisions: Crop science division smaller than Monsanto’s operations: considerable size gains

24
Q

The Bayer-Monsanto merger had what potential concerns?

A
  • Legal risks related to potential cancerous effects of RoundUp and damage payments
  • Bad reputation of Monsanto due to its business practices (possibly not enough to get rid of “Monsanto” name)
  • Different corporate cultures?
  • Acquisition premium: Monsanto shareholders offered a 44% premium over last stock price
  • Depending on strategic motivations regarding Bayer’s development: Combined AgroScience business will be largest division within firm (resource allocations within Bayer)
25
Q

Can relationships constitute a competitive advantage?

A

Yes! Build on the RBV (resource based view framework of competitive advantage) - The ”relational view”

Key notion: relationships between firms can become source of competitive advantage

Four potential sources of competitive advantage:
1) Relation-specific assets – Developing assets unique to a collaboration
2) Knowledge sharing routines – Effective knowledge transfer
3) Complementary resources – Benefits from partners’ strength
4) Effective governance – Reducing transaction costs

26
Q

Describe Relation-specific assets and competitive edge

A
  • Site-specific investments: partner collocate and then benefit from physical proximity
  • Physical assets: transaction-specific capital investments (e.g. customized machines) that allow for product differentiation
  • Human asset specificity: developing human capital (skills, experience) in the context of the collaboration
27
Q

Describe Knowledge-sharing routines and competitive edge

A
  • Developing a specific absorptive capacity for the alliance
  • Incentives for sharing knowledge, e.g. through monetary incentives or reciprocity
  • Transfer of tacit knowledge, e.g. through frequent face-to-face interactions
28
Q

Describe Complementary resources and competitive edge

A
  • Partners combine their respectively unique resources in a complementary manner
  • Combined resources and capabilities that cannot be procured through different providers at the market place
  • Compatibility of organizational structures and processes essential precondition to leverage complementary resources
29
Q

Describe Effective Governance and competitive edge

A
  • Minimizing transaction costs and opportunistic behavior
  • Setting up legal contracts
  • Relying on self-enforcement (based on incentives to comply such as economic hostages, or informal ones such as reputation & trust)
30
Q

Markets for technology has seen in increase in?

A

Patents traded – knowledge is shared here.

31
Q

What is the ways of sharing knowledge in biotech?

A

1) M&As
2) Licenses – main way of tradin patents/IP
3) Patent sales
4) Service contracts
5) Informal (f2f)

32
Q

What are the main characteristics for licensing?

A

Main characteristics
* Owner of a technology (licensor) grants other firm (licensee) access to a technology for commercialization
* Licensing can be seen as a transaction or a form of collaboration
* Revenue and risk-sharing between licensor and licensee
* Various forms: payment structures (upfront, milestone, R&D funding, redemption, royalties), cross-licensing, exclusivity of licence

33
Q

What is clearly defined in licensing deals?

A

How you can use the license – Provisions are put in place in anticipation of litigation risk
- * Additional know-how transfer?
- * Application: Can the technology be used for multiple products?
- * Geographic scope: specific countries or regions?
- * Is the licensee allowed to sub-license it?
- * Is the licensee encouraged to modify / advance the technology?

34
Q

What is a strategic alliance? Why is it smart?

A
  • A strategic alliance is a collaborative arrangement between firms to pursue agreed common goals
  • May or may not involve equity participation (Joint Venture)
  • Bilaterial arrangements of part of a network of inter-firm relationships
  • Exploiting complementarities
  • Accessing resources or acquiring them (learning)
35
Q

What are some challenges in alliances?

A
  • Building trust and implementing effective knowledge-sharing and coordination routines
  • Diverging goals of partners
  • International alliances: cultural differences and geographic distance
36
Q

Name an example of a strategic alliance

A

Novo Nordisk and Medtronic (Novopen and an app)

37
Q

What is the motivation for Corporate Venture Capital (CVC)

A
  • Access to new knowledge outside of core area but possibly relevant in future
  • Reduced resource commitment in comparison to acquisitions or internal R&D
  • Additional revenue through successful exits if own acquisition is not pursued
  • “Staying in touch” with employee spinoff’s

Often strategic!

38
Q

What are motivations for Corporate Venture Capital for startups?

A

Motivations for start-ups (beyond funding)
* Access to business partners (CVC corporation but also customers thereof)
* Possibly leveraging on R&D expertise of parent
* Less pressure on timelines as compared to independent VC
* Downside: risk of knowledge spillovers, hampering chances to establish relationships with other firms, reduced monitoring by CVC (in comparison to VC)