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AB3601 Summary PDF
AB3601 Summary PDF
AB3601 Summary PDF
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Stakeholders
Primary stakeholders
o Can affect development of the firm’s vision and mission
o Are affected by the strategic outcomes achieved by the firm
o Can have enforceable claims on the firm’s performance
o Are influential when in control of critical or valued resources
Stakeholder Classification
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o The closer the groups are in their strategies, the greater the rivalry between groups.
Competitor Environment Analysis
Competitor environment
o Focused on predicting dynamics of competitors actions, response and intentions
Competitor Intelligence is the ethical gathering of needed information and data that provides understanding of:
o What drives the competitor, as shown by its future objectives.
o What the competitor is doing and can do, as revealed by its current strategy.
o What the competitor believes about the industry, as shown by its assumptions.
o What the competitor’s capabilities are, as shown by its strengths and weaknesses.
Complementors
o The network of companies that sell complementary products or services or are compatible with the focal firm’s own
product or service.
If a complementor’s product or service adds value to the sale of the focal firm’s product or service, it is likely to
create value for the focal firm.
However, if a complementor’s product or service is in a market into which the focal firm intends to expand, the
complementor can represent a formidable competitor.
Ethical Considerations
Practices considered both legal and ethical:
o Obtaining publicly available information
o Attending trade fairs and shows to obtain competitors’ brochures, viewing their exhibits, and listening to discussions
about their products
Practices considered both unethical and illegal:
o Blackmail, Trespassing, Eavesdropping, Stealing drawings, samples, or documents
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Firms achieve strategic competitiveness and earn above-average returns when their core competencies are effectively:
o Acquired, Bundled or Leveraged.
Over time, the benefits of any value-creating strategy can be duplicated by competitors.
Sustainability of a competitive advantage is a function of:
o The rate of core competence obsolescence because of environmental changes. E.g. information technology – ecommerce
o The availability of substitutes for the core competence.
o The imitability of the core competence
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Core Competencies
Core competencies are capabilities that serve as a source of competitive advantage for a firm over its rivals
Resources
o Tangible assets (assets that can be seen and quantified) e.g. financial, organizational, physical and technological
Financial Resources •The firm’s borrowing capacity
•The firm’s ability to generate internal funds
Organizational Resources •The firm’s formal reporting structure
Physical Resources •The sophistication and location of a firm’s plant and equipment and the attractiveness of its
location
•Distribution facilities
•Product inventory
Technological Resources •Availability of technology-related resources such as copyrights, patents, trademarks, and trade
secrets
o Intangible assets (assets rooted in the firm’s history and accumulated over time, relatively difficult for competitors to
analyse and imitate) e.g. Human – no. of experienced executives, Innovation, Reputation – value of goodwill
Human Resources •Knowledge •Abilities to collaborate with others
•Trust •Skills
Innovation Resources •Ideas
•Scientific capabilities
•Capacity to innovate
Reputational Resources •Brand name
•Perceptions of product quality, durability, and reliability
•Positive reputation with stakeholders such as suppliers and customers
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o Compared to tangible resources, intangible resources are a superior source of core competencies.
In fact, in the global economy, “the success of a corporation lies more in its intellectual and systems capabilities
than in its physical assets. [Moreover], the capacity to manage human intellect—and to convert it into useful
products and services—is fast becoming the critical executive skill of the age.
Because intangible resources are less visible and more difficult for competitors to understand, purchase, imitate,
or substitute for, firms prefer to rely on them rather than on tangible resources as the foundation for their
capabilities and core competencies. In fact, the more unobservable (i.e., intangible) a resource is, the more
sustainable will be the competitive advantage that is based on it. Another benefit of intangible resources is that,
unlike most tangible resources, their use can be leveraged.
Capabilities
o Represent the capacity to deploy resources that have been purposely integrated to achieve a desired end state
o Emerge over time through complex interactions among tangible and intangible resources
o Often are based on developing, carrying and exchanging information and knowledge through the firm’s human capital
o The foundation of many capabilities lies in:
The unique skills and knowledge of a firm’s employees
The functional expertise of those employees
o Capabilities are often developed in specific functional areas or as part of a functional area.
o Integrated set of resources that are used to achieve a specific task or set of tasks
Functional Areas Capabilities
Distribution Effective use of logistics management techniques
Human Resources Motivating, empowering, and retaining employees
Management Information Systems Effective and efficient inventory control
Marketing Innovative merchandising, effective promotion of brand-name products, effective
customer service
Management Ability to envision the future, effective organization structure
Manufacturing Design and production skills
Research & Development Innovative technology
Core Competencies
o Resources and capabilities that are the sources of a firm’s competitive advantage:
Distinguish a firm competitively and reflect its personality.
Emerge over time through an organizational process of accumulating and learning how to deploy different
resources & capabilities
o Activities that a firm performs especially well compared to competitors.
o Activities through which the firm adds unique value to its goods or services over a long period of time.
Two ways to test core competencies: Resource-based framework (VRIN), value chain analysis
How many core competencies are required for the firm to have a sustained competitive advantage?
o Responses to this question vary. McKinsey & Co. recommends that its clients identify no more than three or four
competencies around which their strategic actions can be framed. Supporting and nurturing more than four core
competencies may prevent a firm from developing the focus it needs to fully exploit its competencies in the marketplace.
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Outsourcing
When the firm cannot create value in either a value chain activity or support function, consider outsourcing
Outsourcing – The purchase of a value-creating activity from an external supplier
o Few organizations possess the resources and capabilities required to achieve competitive superiority in all primary and
support activities.
Rationale
o By performing fewer capabilities:
A firm can concentrate on those areas in which it can create value.
Specialty suppliers can perform outsourced capabilities more efficiently.
o Improving business focus
Helps a firm focus on broader business issues by having outside experts handle various operational details.
o Providing access to world-class capabilities
The specialized resources of outsourcing providers make world-class capabilities available to firms in a wide range
of applications.
o Accelerating re-engineering benefits
Achieves re-engineering benefits more quickly by having outsiders—who have already achieved world-class
standards—take over process.
o Sharing risks
Reduces investment requirements and makes firm more flexible, dynamic and better able to adapt to changing
opportunities.
o Freeing resources for other purposes
Redirects efforts from non-core activities toward those that serve customers more effectively.
Issues with outsourcing
o Seeking greatest value
Outsource only to firms possessing a core competence in terms of performing the primary or supporting the
outsourced activity.
o Evaluating resources and capabilities
Do not outsource activities in which the firm itself can create and capture value.
o Environmental threats and ongoing tasks
Do not outsource primary and support activities that are used to neutralize environmental threats or to complete
necessary ongoing organizational tasks.
o Nonstrategic team resources
Do not outsource capabilities critical to the firm’s success, even though the capabilities are not actual sources of
competitive advantage.
o Firm’s knowledge base
Do not outsource activities that stimulate the development of new capabilities and competencies.
Outsourcing can be effective because few, if any, organizations possess the resources and capabilities required to
achieve competitive superiority in all primary and support activities. By nurturing a smaller number of capabilities, a firm
increases the probability of developing a competitive advantage because it does not become overextended. In addition,
by outsourcing activities in which it lacks competence, the firm can fully concentrate on those areas in which it can
create value. Firms must outsource only activities where they cannot create value or where they are at a substantial
disadvantage compared to competitors.
There could be potential loss in firms’ innovative ability and the loss of jobs within companies that decide to outsource
some of their work activities to others. Thus, innovation and technological uncertainty are two important issues to
consider in making outsourcing decisions. However, firms can also learn from outsource suppliers how to increase their
own innovation capabilities.
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Competitive Advantage
Competitive Scope
Competitive Advantage:
o Achieving lower overall costs than rivals
Performing activities differently (reducing process costs)
o Possessing the capability to differentiate the firm’s product or service and command a premium price
Performing different (more highly valued) activities.
Competitive Scope
o Broad Scope
The firm competes in many customer segments.
o Narrow Scope
The firm selects a segment or group of segments in the industry and tailors its strategy to serving them at the
exclusion of others.
Competitive Risks
o Processes used to produce and distribute good or service may become obsolete due to competitors’ innovations.
o Too much focus on cost reductions may occur at expense of customers’ perceptions of differentiation.
o Competitors, using their own core competencies, may successfully imitate the cost leader’s strategy.
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Differentiation Strategy
An integrated set of actions taken to produce goods or services (at an acceptable cost) that customers perceive as being
different in ways that are important to them.
o Focus is on non-standardized products
o Appropriate when customers value differentiated features more than they value low cost.
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Focus Strategies
An integrated set of actions taken to produce goods or services that serve the needs of a particular competitive segment.
o Particular buyer group—youths or senior citizens
o Different segment of a product line—professional craftsmen versus do-it-yourselves
o Different geographic markets—East coast versus West coast
To implement a focus strategy, firms must be able to:
o Complete various primary and support activities in a competitively superior manner, in order to develop and sustain a
competitive advantage and earn above-average returns.
Factors that drive focused strategies:
o Large firms may overlook small niches.
o A firm may lack the resources needed to compete in the broader market.
o A firm is able to serve a narrow market segment more effectively than can its larger industry-wide competitors.
o Focusing allows the firm to direct its resources to certain value chain activities to build competitive advantage.
Competitive Risk
o A focusing firm may be “outfocused” by its competitors.
o A large competitor may set its sights on a firm’s niche market.
o Customer preferences in niche market may change to more closely resemble those of the broader market.
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Corporate-level strategy specifies actions a firm takes to gain a competitive advantage by selecting and managing a group of
different businesses competing in different product markets
Objective: to create a sustainable competitive advantage at the corporate level of a diversified (i.e., multi business unit) firm
o The primary reason a firm uses a corporate-level strategy to become more diversified is to create additional value. Using
a single- or dominant-business corporate-level strategy may be preferable to seeking a more diversified strategy, unless a
corporation can develop economies of scope or financial economies between businesses, or unless it can obtain market
power through additional levels of diversification. Economies of scope and market power are the main sources of value
creation when the firm diversifies by using a corporate-level strategy with moderate to high levels of diversification.
Key Issues:
o The degree to which the businesses in the portfolio are worth more under the management of the firm than they would
be under other ownership.
o What businesses should the firm be in?
o How should the corporate office manage the group of businesses?
Diversification
Diversification strategies play a major role in the behaviour of large firms.
Product diversification concerns:
o The scope of the industries and markets in which the firm competes.
o How managers buy, create and sell different businesses to match skills and strengths with opportunities presented to the
firm.
Levels of Diversification
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Through corporate HQ
Related Diversification (Economic)
o Firms create value by building upon or extending:
Resources
Capabilities
Core competencies
Economies of Scope
Economies of Scope – Cost savings that occur when a firm transfers capabilities and competencies developed in one of its
businesses to another of its businesses.
Value is created from economies of scope through:
o Operational relatedness in sharing activities
o Corporate relatedness in transferring skills or corporate core competencies among units.
The difference between sharing activities and transferring competencies is based on how the resources are jointly used to
create economies of scope.
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Financial Economies
(4) Unrelated Diversification
Firms implementing unrelated diversification strategies hope to create value by realising financial economies
Cost savings realized through improved allocations of financial resources.
o Based on investments inside or outside the firm
Create value through two types of financial economies:
o Efficient internal capital allocations
o Purchase of other corporations and the restructuring their assets
With an internal capital market, the corporate office can adjust managerial incentives or can suggest strategic
changes to make the desired corrections
o Conglomerate life cycles are fairly short life cycle because financial economies are more easily duplicated by competitors
than are gains from operational and corporate relatedness.
Less of a concern in emerging economies. This is due to inefficient external capital market, unable to raise capital
Restructuring of Assets
o A firm creates value by buying, restructuring and selling other firms’ assets in the external market.
o Resource allocation decisions may become complex, so success often requires:
Focus on mature, low-technology businesses (low intangibles)
Focus on businesses not reliant on a client orientation.
Value-Neutral Diversification
(1) External Incentive to Diversify
Antitrust Legislation
o Antitrust laws in 1960s – 70s discouraged mergers that created increased market power (vertical/horizontal integration.
o Mergers in the 1960s and 1970s thus tended to be unrelated.
o Relaxation of antitrust enforcement results in more and larger horizontal mergers.
o Early 2000: antitrust concerns seem to be emerging and mergers now more closely scrutinized.
Tax Laws
o High tax rates on dividends cause a corporate shift from dividends to buying and building companies in high-
performance industries.
o 1986 Tax Reform Act
Reduced individual ordinary income tax rate from 50 to 28 percent. Treated capital gains as ordinary income.
Created incentive for shareholders to prefer dividends to acquisition investments
(2) Internal Incentive to Diversify
Poor performance
o High performance eliminates the need for greater diversification, Low performance acts as incentive for diversification.
o Firms plagued by poor performance often take higher risks (diversification is risky).
Uncertain Future Cash flows
o Diversification may be defensive strategy if:
Product line matures, Product line is threatened, Firm is small and is in mature or maturing industry.
Synergy & Firm Risk Reduction
o Synergy exists when value created by businesses working together exceeds value created by them working independently
o However, synergy creates joint interdependence between business units
o A firm may become risk averse and constrain its level of activity sharing
o A firm may reduce level of technological change by operating in more certain environments.
(3) Resources
Firm must have both the incentive and resources required to create value through diversification (cash and tangibles – PPE)
Value creation is determined more by appropriate use of resources than by incentives to diversify.
Strategic competitiveness is improved when the level of diversification is appropriate for the level of available resources.
Value-Reducing Diversification
Managerial motives to diversify:
o Managerial risk reduction
o Desire for increased compensation
o Build personal performance reputation
Effects of inadequate internal firm governance
o Diversification fails to earn even average returns
o Threat of hostile takeover
o Self-interest actions of entrenched management
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International strategy: a strategy through which the firm sells its goods and services outside its domestic market
Opportunities and Outcomes of International Strategy
International Opportunities
Incentives to use International Strategy
New market expansion extends product life cycle.
Gain access to materials and resources.
Integration of operations on a global scale
Better use of rapidly developing technologies
International markets yield potential new opportunities (access to consumers in emerging markets)
Production is
Firms Introduces Product demand Foriegn
Firms begins standardised and
innovation in develops and firm competition
production abroad relocated to low
domestic market exports products begins production
cost countries
o Recent internationalisations in India and Chinese firms – cannot be explained by traditional economic model
Increasing outflow of capital from developing countries
Natural consequence of diversification of EOS
Latecomer firms venture out to explore higher RoR due to increased level of competition in domestic market
Attempt to acquire strategic assets outside their home country
Example – XiaoMi
Affordable smartphone producer
China market is saturated and they are expanding into USA through partnership with Microsoft.
Challenges:
Higher BTE due to customer loyalty. Customers are accustomed to Apple, Samsung etc
Regulations, Taxation, Proprietary Rights or Patents
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Benefits
o Increased Market Size
Domestic market may lack the size to support efficient scale manufacturing facilities.
o Economies of Scale (or Learning)
Expanding size or scope of markets helps to achieve economies of scale in manufacturing as well as marketing,
R&D or distribution.
By standardising products across national borders, firms can spread costs over a larger sales base.
Can increase profit per unit.
o Location Advantages
Low cost markets aid in developing competitive advantage by providing access to:
Raw materials, Transportation, Lower costs for labour, Key customers, Energy
Factors of production
o The inputs necessary to compete in any industry
Labour, Land, Natural resources, Capital, Infrastructure
o Basic factors: Natural and labour resources
o Advanced factors: Digital communication systems and an educated workforce
Demand Conditions
o Characterized by the nature and size of buyers’ needs in the home market for the industry’s goods or services.
Size of the market segment can lead to scale-efficient facilities.
Efficiency can lead to domination of the industry in other countries.
Specialized demand may create opportunities beyond national boundaries.
Related and Supporting Industries
o Supporting services, facilities, suppliers and so on.
Support in design
Support in distribution
Related industries as suppliers and buyers
E.g. Italy was world leader in shoe industry because mature leather processing industry
Firm Strategy, Structure and Rivalry
o The pattern of strategy, structure, and rivalry among firms.
Common technical training
Methodological product and process improvement
Cooperative and competitive systems
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Environmental Trends
Liability of Foreignness
o Costs associated with issues firm face when entering foreign market
Unfamiliar operating environments: economic, administrative, cultural differences
Challenge of coordination over distances: cultural, administrative, geographic, economic
E.g. Disney lawsuit over Disneyland Paris due to lack of fit between transferred personnel policies.
o Legitimate concerns about the relative attractiveness of global strategies
o Global strategies not as prevalent as once thought
o Difficulty in implementing global strategies
Regionalization
o Focusing on particular region(s) rather than on global markets
o Better understanding of the cultures, legal and social norms
o Further promoted by trade agreements in regions. E.g. EU and NAFTA
Situation
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Challenges
Complexity of Managing International Strategies
o Expansion into global operations in different geographic locations or markets:
Makes implementing international strategy increasingly complex.
Can produce greater uncertainty and risk., May result in the firm becoming unmanageable
May cause the cost of managing the firm to exceed the benefits of expansion.
Exposes the firm to possible instability of some national governments.
Limits to International Expansion
o Management Problems (ability of managers to deal with ambiguity and complexity)
Cost of coordination across diverse geographical business units
Institutional and cultural barriers, Understanding strategic intent of competitors
The overall complexity of competition
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Merger
o Two firms agree to integrate their operations on a relatively co-equal basis.
Acquisition
o One firm buys a controlling, or 100% interest in another firm with the intent of making the acquired firm a subsidiary
business within its portfolio.
Takeover
o An acquisition in which the target firm did not solicit the acquiring firm’s bid for outright ownership.
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Problems in Acquisitions
(1) Integration Difficulties
Integration challenges include:
o Melding two disparate corporate cultures
o Linking different financial and control systems
o Building effective working relationships (particularly when management styles differ)
o Resolving problems regarding the status of the newly acquired firm’s executives
o Loss of key personnel weakens the acquired firm’s capabilities and reduces its value
(2) Inadequate Evaluation of Target
Due Diligence
o The process of evaluating a target firm for acquisition
o Ineffective due diligence may result in paying an excessive premium for the target company.
Evaluation requires examining:
o Financing of the intended transaction
o Differences in culture between the firms
o Tax consequences of the transaction
o Actions necessary to meld the two workforces. Mitigate potential conflicts
(3) Large or Extraordinary Debt
High debt (e.g., junk bonds) can:
o Increase the likelihood of bankruptcy
o Lead to a downgrade of the firm’s credit rating
o Preclude investment in activities that contribute to the firm’s long-term success such as:
Research and development, Human resource training & Marketing
(4) Inability to Achieve Synergy
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Synergy
o When assets are worth more when used in conjunction with each other than when they are used separately.
o Firms experience transaction costs when they use acquisition strategies to create synergy.
Firms tend to underestimate indirect costs when evaluating a potential acquisition.
Private synergy
o When the combination and integration of the acquiring and acquired firms’ assets yields unique capabilities and core
competencies that could not be developed by combining and integrating either firm’s assets with another firm.
Advantage: It is difficult for competitors to understand and imitate.
Disadvantage: It is also difficult to create.
(5) Too much Diversification
Diversified firms must process more information of greater diversity.
o Increased operational scope created by diversification may cause managers to rely too much on financial rather than
strategic controls to evaluate business units’ performances.
o Strategic focus shifts to short-term performance.
o Acquisitions may become substitutes for innovation.
(6) Managers overly focused on Acquisition
Managers invest substantial time and energy in acquisition strategies in:
o Searching for viable acquisition candidates.
o Completing effective due-diligence processes
o Preparing for negotiations
o Managing the integration process after the acquisition is completed.
Managers in target firms
o May begin to operate in a state of virtual suspended animation during an acquisition.
o May become hesitant to make decisions with long-term consequences until negotiations have been completed.
o May develop a short-term operating perspective and a greater aversion to risk.
(7) Too Large
Additional costs of controls may exceed the benefits of the economies of scale and additional market power.
Larger size may lead to more bureaucratic controls.
Formalized controls often lead to relatively rigid and standardized managerial behaviour.
The firm may produce less innovation.
Effective Acquisition
Attributes Results
1. Acquired firm has assets or resources that are 1.High probability of synergy and competitive advantage by
complementary to the acquiring firm’s core business maintaining strengths
2. Acquisition is friendly 2. Faster and more effective integration and possibly lower
premiums
3. Acquiring firm conducts effective due diligence to select 3.Firms with strongest complementarities are acquired and
target firms and evaluate the target firm’s health (financial, overpayment is avoided
cultural, and human resources)
4. Acquiring firm has financial slack (cash or a favourable 4. Financing is easier and less costly to obtain.
debt (position) Provide sufficient additional resources so that profitable
projects will not be forgone
5. Merged firm maintains low to moderate debt position 5. Lower financing cost, lower risk (e.g., of bankruptcy), and
avoidance of trade-offs that are associated with high debt
Merged firm maintain financial flexibility
6. Acquiring firm has sustained and consistent emphasis on 6. Maintain long-term competitive advantage in markets
R&D and innovation
7. Acquiring firm manages change well and is flexible and 7. Faster and more effective integration facilitates
adaptable achievement of synergy
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Restructuring
A strategy through which a firm changes its set of businesses or financial structure.
o Failure of an acquisition strategy often precedes a restructuring strategy.
o Restructuring may occur because of changes in the external or internal environments.
Restructuring strategies:
Downsizing
o A reduction in the number of a firm’s employees and sometimes in the number of its operating units.
May or may not change the composition of businesses in the firm’s portfolio.
o Typical reasons for downsizing:
Expectation of improved profitability from cost reductions
Desire or necessity for more efficient operations
Downscoping
o A divestiture, spin-off or other means of eliminating businesses unrelated to a firm’s core businesses.
o A set of actions that causes a firm to strategically refocus on its core businesses.
May be accompanied by downsizing, but not the elimination of key employees from its primary businesses.
Results in a smaller firm that can be more effectively managed by the top management team.
Leveraged buyouts
o A restructuring strategy whereby a party buys all of a firm’s assets in order to take the firm private.
Significant amounts of debt may be incurred to finance the buyout, followed by an immediate sale of non-core
assets to pare down debt.
o Can correct for managerial mistakes
Managers making decisions that serve their own interests rather than those of shareholders.
o Can facilitate entrepreneurial efforts and strategic growth.
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Cooperative Strategy
o A strategy in which firms work together to achieve a shared objective.
Cooperating with other firms is a strategy that:
o Creates value for a customer.
o Exceeds the cost of constructing customer value in other ways.
o Establishes a favourable position relative to competitors.
Strategic Alliance
A primary type of cooperative strategy in which firms combine some of their resources and capabilities to create a mutual
competitive advantage.
o Involves the exchange and sharing of resources and capabilities to co-develop or distribute goods and services.
o Requires cooperative behaviour from all partners.
Examples of cooperative behaviour known to contribute to alliance success:
o Actively solving problems.
o Being trustworthy.
o Consistently pursuing ways to combine partners’ resources and capabilities to create value.
Collaborative (Relational) Advantage
o A competitive advantage developed through a cooperative strategy.
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Competitive Risk
o Partners may act opportunistically.
o Partners may misrepresent competencies brought to the partnership.
o Partners fail to make committed resources and capabilities available to other partners.
o One partner may make investments that are specific to the alliance while its partner does not.
o Inadequate contracts, holding alliance partner’s specific investments hostage
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Managerial Succession
Organizations select managers and strategic leaders from two types of managerial labour markets:
o Internal managerial labour market
Advancement opportunities related to managerial positions within a firm.
Advantages of internal managerial labour market include:
Experience with the firm and industry environment.
Familiarity with company products, markets, technologies, and operating procedures.
Lower turnover among existing personnel.
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SBU Form of the M-Form Structure to Implement the Related Linked Strategy
o Strategic business unit (SBU) form is a structure consisting of three levels:
Corporate headquarters
Strategic business units (SBUs)
SBU divisions
o Divisions within SBUs share
Products, or markets, or both
o Divisions within SBUs develop economies of scope and/or scale by sharing product or market competencies.
Each SBU is a profit center controlled and evaluated by the headquarters office.
o Used by large firms
Can be complex due to an organization’s size and diversity in products and markets.
o Characteristics:
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o Characteristics
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1. Agency Relationships
+
Agency theory
o Views a firm as a nexus of legal contracts
o Relationships among shareholders, managers, and hierarchies
o Firms need to design work tasks
Agency Problem
o 1. Adverse selection
Misrepresentation of a job
Beyond his/her ability (or willing) to do things
o 2. Moral hazard
Difficulty to ascertain whether the agent gives his/her best
o Principal and agent have divergent interests and goals
o Shareholders lack direct control of large, publicly traded corporations.
o Agent makes decisions that result in the pursuit of goals that conflict with those of the principal.
It is difficult or expensive for the principal to verify that the agent has behaved appropriately.
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Agency cost
o “the sum of incentive costs, monitoring costs, enforcement costs, and individual financial losses incurred by principals
because it is impossible to use governance mechanisms to guarantee total compliance by the agent.”
Agent falls prey to managerial opportunism.
o The seeking of self-interest with guile (cunning or deceit)
o Managerial opportunism is:
An attitude (inclination)
A set of behaviors (specific acts of self-interest)
o Managerial opportunism prevents the maximization of shareholder wealth (the primary goal of owner/principals).
Response to managerial opportunism
o Principals do not know beforehand which agents will or will not act opportunistically.
o Thus, principals establish governance and control mechanisms to prevent managerial opportunism.
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2. Board of Directors
o Individuals responsible for representing the firm’s owners by monitoring top-level managers’ strategic decisions
Board has the power to:
o Direct the affairs of the organization
o Punish and reward managers
o Protect owners from managerial opportunism
Composition of Boards:
o Insiders: the firm’s CEO and other top-level managers
o Related Outsiders: individuals uninvolved with day-to-day operations, but who have a relationship with the firm
o Outsiders: individuals who are independent of the firm’s day-to-day operations and other relationships
Criticisms of Boards of Directors include:
o Too readily approve managers’ self-serving initiatives
o Are exploited by managers with personal ties to board members
o Are not vigilant enough in hiring and monitoring CEO behavior
o Lack of agreement about the number of and most appropriate role of outside directors.
Enhancing the effectiveness of boards and directors:
o More diversity in the backgrounds of board members
o Stronger internal management and accounting control systems
o More formal processes to evaluate the board’s performance
o Adopting a “lead director” role.
Strong power with regard to board agenda and oversight of non-management board member activities
o Changes in compensation of directors.
Reducing or eliminating ESO
3. Executive Compensation
o The use of salary, bonuses, and long-term incentives to align managers’ interests with shareholders’ interests.
Forms of compensation:
o Salaries, bonuses, long-term performance incentives, stock awards, stock options
Factors complicating executive compensation:
o Strategic decisions by top-level managers are complex, non-routine and affect the firm over an extended period.
o Other variables affecting the firm’s performance over time.
Limits on the effectiveness of executive compensation:
o Unintended consequences of stock options
o Firm performance not as important than firm size
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