Strategic Management Notes
Strategic Management Notes
Strategic Management Notes
Political / Legal Anti-trust laws, taxation laws, deregulations philosophies, labour training laws,
educational philosophies and policies, audit, trading, tobacco, alcohol, utility,
construction, oil and gas, banking, healthcare
Economic Inflation rates, interest rates, trade and budget deficits / surpluses, GDP,
person and business savings rates
Sociocultural Attitudes, beliefs, cultural values, lifestyle – e.g. consumer electronic, fitness,
(cultural/ F&B, apparel, health care
demographics) Workforce diversity, shift in work preferences
Demographic Population size, age structure, geographic distribution, ethnic mix, income
distribution – e.g. F&B, apparel, advertisement
Intensity of 1. Competitors
Rivalry Among - Numerous: Firms believe they can act without eliciting a response from other
Competitors competitors
- Equally matched in size/power: Similar-sized resource base permits vigorous
(Firms are actions and responses
challenged by - No diversity in competitors’ origins or goals
competitors’ 2. No / slow industry growth: ↑ pressure to increase market share by attracting
actions / competitors’ customers, ↑ instability in the market
recognises an
3. High fixed cost / storage costs: ↑ attempt to maximise individual firm’s productive
opportunity to
improve its capacity, ↑ excess capacity created in industry, ↑ price competition (price cut)
market position) 4. High exit barriers: E.g. Specialised assets, fixed costs of exit (labour agreements),
strategic interrelationship and emotional barriers, government and social restrictions
5. Capacity augmented in large increments (Forced to produce in large quantity,
hence supply > demand, therefore more competition)
6. Products / Service
- Lack of differentiation: ↑ differentiated product, ↓ imitation, ↓ rivalry
↓ differentiation, ↑ buyers’ reliance on price to make purchasing decisions
- Low switching costs
7. High strategic stakes: Important for firm to perform well in the market / firms are
committed to establish facilities in a geographic location
Potential Low
profitability Strong competitive forces→ lower potential to generate profits by implementing their
strategies.
*look at general environment / any complementors or alliance
Ambiguities: Does not include: Government Policies, Complementary Products industry, Blurring of
industry boundaries. Information is only useful in predicting current industry attractiveness - Subject to
changes in the external environment
Competitors’ Analysis
Objective: To determine positioning of firm and determining the firm’s future actions and objectives in response to its
competitors
● Future Objectives (market commonality)
➢ How do our goals compare with our competitor’s goals? Response
➢ Where will emphasis be placed in the future? ● What will our
➢ What is the attitude toward risk? competitor do in
● Current Strategy (market commonality) the future?
➢ How are we currently competing? ● Where do we
➢ Does their strategy support changes in the competitive structure? hold an
● Assumptions advantage over
➢ Do we assume the future will be volatile? our competitors?
➢ Are we operating under a status quo? ● How will this
➢ What assumptions do our competitors hold about the industry and themselves? change our
● Capabilities (resource similarity) relationship with
➢ What are our strengths and weaknesses? our competitors?
➢ How do we rate compared to our competitors?
Strategic Group Analysis
Used for understanding an industry’s competitive structure ( ↑ competitive rivalry may threaten a firm’s profitability)
Strategic group refers to a set of firms emphasising similar dimensions using a similar strategy.
Plot actions / response along strategic dimensions such as pricing decisions, product quality, distribution
channels etc
→ offer similar products to the same customers
→ similar strengths of 5 forces
→ greater likelihood of rivalry
Seminar 3: Internal Environment
Core competencies: capabilities that serve as a source of competitive advantage for a firm over its rivals.
- Resources (tangible, intangible)
- Capabilities (integrated set of resources that are used to achieve a specific task or set of tasks)
Marketing (Including Sales) - Segmenting target customers on the basis of their unique
needs and satisfying their needs
- Retaining customers and locating additional customers
- Innovative merchandising
- Promotion of brand-name products
- Customer service
Specific Activities:
- Advertising campaigns, developing and managing product
brands, appropriate pricing, training and supporting a sales
force
Possible solutions to activities that are Non-Value Adding or are at a substantial disadvantage
compared to competitors:
Outsourcing
- Purchasing a value-creating activity or a support function activity from an external supplier
● Increase flexibility
● Mitigate risks
● Reduce capital investments
● Fully concentrate on those areas in which it can create value
● Learn capabilities from outsource suppliers
- Issues with outsourcing
● Potential loss in innovative ability
● Loss of jobs within company
R&D
- Might not have resource to develop the technologies internally
Cooperative strategy (Seminar 9)
Ambiguities:
- Lack of standardised measurement metrics for ‘value’
- Lack of actionable steps to increase value once the analysis has been conducted
- Does not account for additional value from partnerships (especially important in a network
economy) e.g. suppliers
- Does not capture the value from successful interactions / integration across function
VRIN
Objective: Evaluate if capabilities are core competencies to attain sustainable competitive advantage
Valuable: allows the firm to exploit opportunities or neutralize threats in the external environment
Rare: not possessed by many competitors
Costly to imitate: Historical (unique and valuable culture or brand name); causally ambiguous (unclear
causes and uses); social complexity (interpersonal relationships, trusts, friendships among stakeholder,
culture, reputation)
Non- substitutable: no strategic equivalent (intangible or invisible capabilities)
Ambiguities:
- Framework cannot be used to systematically identify resources that are or can be use sources of
competitive advantage
- Lack the conception of time, what may be rare today, may not be rare in a week, month, year and
in the future (length of time a firm can expect to create value by using its core competencies is a
function of how quickly competitors can successfully imitate a good, service or process)
- Characteristics of the resources cannot be quantified - cannot benchmark effectively
Seminar 4: Business Level Strategy
Business Model Products and services at the lowest price, relative to competitors
Differentiation strategy
Product Substitutes
● Mitigate substitutes by brand loyalty (high switching cost)
Risks ● Perception of value - customer may view price differential between the
differentiated product and cost leader’s product is too large (not willing
to pay)
● Value of differentiation - Proposed differentiation is not valuable
anymore
● Learning by customers - experience may reduce customer’s
perceptions of value of differentiated features of firm’s products
● Imitation by rivals - e.g counterfeit goods
Focus Strategies
Definition: Integrated set of actions taken to produce goods and service that serve the needs of a particular
competitive segment – Different segment of product / different geographic market
Purpose:
● For startup to avert competition with big firms
● Limited resources and knowledge to target broad market
● Do not possess an industry wide competitive advantage
Risks:
● Big companies enter and “out-focus” as they have more resources
● Invasion of lucrative niche market by larger rivals
● Changes in consumer preferences-- customers develop preferences that are more similar to the
industry wide customers
● Smaller market share, less diversification → high risk
Ambiguities:
● Business-level strategies does not react to changes over time e.g. competitors’ actions
● Strategies are not isolated - There may be overlap between cost leadership & differentiation
● Integrated cost leadership & differentiation is a fluid concept, it may not be a “stuck in the middle”
strategy.
Advantages Risks
Can adapt quickly to Often involves compromises -- neither the lowest cost nor the
environmental changes most differentiated firm
Learn new skills and technologies May get “stuck in the middle” -- lacking the strong commitment
more quickly and expertise that accompanies firms following either a cost
leadership or a differentiated strategy
Operational Corporate
relatedness relatedness
- >95% revenue - 70-95% - <70% revenue - <70% revenue - <70% revenue from
from single revenue from from single from dominant dominant business
business single business business - No common linkages
- Focus on core business - All businesses - Limited between businesses
business to - Can be share product, product, tech,
maintain strategic related or not tech, distribution distribution
control linkages
Example:
How do you decide whether this is an appropriate corporate strategy by x?
Financial ratios
● Revenue
● Profit margin
● Return on investment
Market power
● Market share
● Attractiveness to partners (leverage on partners)
Portfolio diversity
● Number of consumer segments
● Range of suppliers / partners
Strength of core competencies
● VRIN
● VCA
● SWOT
Value-Creating Diversification
Related Diversification
1. Economies of scope (to derive synergy)
a. Sharing activities (Operational Relatedness)
- Sharing of primary activities (inventory delivery system) or support activities (purchasing practices)
→ Creates EOS → Increase in performance and returns
- Create links between outcomes → could be risky
- Requires careful coordination(strong corporate headquarters to facilitate it)
b. Transferring Core Competence (Corporate Relatedness)
- Sharing of core competencies such as managerial and technological knowledge, experience and
expertise through moving key people into new management positions
- Eliminates the need for the company to allocate resources to develop the competence
- Difficult for competitors to understand and imitate → Can gain immediate competitive advantage
over its rivals
- Requires willingness to share competencies across competing business units
- Dependence on outsourcing may reduce the usefulness of transferability to other business units
Unrelated Diversification
1. Efficient internal capital allocation
- Corporate headquarters with access to detailed and accurate information are able to distribute
capital more effectively to business to create value for the overall corporation
- Competitors can imitate financial economies more easily than value
2. Business Restructuring
- Buy assets at low prices, restructure and sell them to generate a positive return on the firm’s
invested capital
- Difficult to restructure intangible assets such as human capital and effective relationships
Value-Neutral Diversification
1. Antitrust Regulation
- Laws preventing companies from merging but incentivise diversification)
2. Tax Laws
- In the past, dividends were tax more heavily and hence shareholders encourage companies to
diversify to increase firm size so that they can benefit through appreciation of stock value instead.
For now, people diversify to gain depreciable asset from the company and reduce taxable income
which reduce tax expense)
3. Low Performance
- High performance = no need diversify
- Therefore, low performance encourage diversification
- Although low performance can be an incentive to diversify, firms that are more broadly diversified
compared to their competitors may have lower performance
4. Uncertain future cash flows
- If product line matures/threatened, diversification is a defensive strategy.
- Doing so, reduces the uncertainty about a firm’s future cash flows and ensure long-term survival
5. Risk Reduction for firm
- Risk of technological change → opt for related diversification
- Risk of joint interdependence between businesses that constrains the firm’s flexibility to respond→
opt for unrelated diversification (and forgo benefits of synergy)
6. Resources
- Availability of resources
- Diversification based on tangible resources is less likely to create value on long term basis (more
imitable), can only be used for closely related products (less flexible assets)
Value-Reducing Diversification
1. Empire building
- obtain greater power and authority within an organization for the purposes of self- aggrandizement,
particularly by having extra staff or subordinate
2. Diversifying managerial employment risk
- If one of the business fails, the management does not face total failure as there are still other
businesses
3. Increasing managerial compensation
- Diversification increases size, complexity and difficulty of the firm which increase managerial
compensation
Portfolio management tool (BCG matrix, GE matrix)
- Example Questions:
- Analyze the company line of business using the McKinsey matrix. What decisions would you make
regarding investment strategies and resource allocation?
GE/McKinsey Matrix
Market attractiveness
● Porter’s Five Forces / PESTLE + G (Qualitative)
● Market growth rate, competitive rivalry (Quantitative)
Business Position
● Market share, profitability (Return on share)
Interpretation
https://www.strategicmanagementinsight.com/tools/bcg-matrix-growth-share.html
Ambiguities of BCG/McKinsey
- Business growth is not considered in Mckinsey
- Declining business growth is not considered in BCG
- Liquidating dogs does not always work in real life
→ A dog may be a dog for now, as it could be situated in an industry that is still grow e.g.
technology firms
→ Synergies between departments are not considered
- New business units’ position cannot be effectively depicted e.g new company in new industry is
low low, however that action to take divest and it is not sensible
- Industry business strength and position is judgemental
- Core competencies are not reflected in these 2 matrices (firm might have the core competency to
move from one category to another-- need to use VRIN / VCA)
Seminar 6: International Strategy
Incentives
1. Extend a product’s life cycle
- Increase product demand for the product
2. Gain easier access to raw materials
- E.g minerals, energy and low labor cost
3. Opportunities to integrate operations on a global scale
- As nations industrialise, the demand for some products and commodities become more
similar due to growing similarities in lifestyle in developed countries. Increase in global
communications also facilitate the ability of people in different countries to visualise and
model lifestyles in different cultures.
- Firms can produce on a global scale to achieve economies of scale and drive down costs,
which would be less attainable if there was only domestic market demand.
4. Opportunities to better use rapidly developing technologies
- Technology permits greater integration of trade, capital, culture and labour
5. Gain access to consumers in emerging markets
- Potential of large demands for goods and services e.g China and India
- Must factor in differences between cultures
Benefits
1. Increased market size
- Establish stronger position in markets outside their domestic market e.g. through gain in
distribution capability
- Additional consumers and higher potential returns with lower risks
- Limited growth opportunities in the domestic market
2. Economies of scale and learning
- EOS in their manufacturing operations→ reduce costs and increase value
- Exploit core competencies in international markets through resource and knowledge
sharing between units and network partners across country borders→ create synergy
- New learning opportunities eg in terms of R&D (however firms need to already have a
strong R&D system to absorb knowledge resulting from effective R&D activities
3. Location advantage
- Reduce cost (Access to lower-cost labour, natural resources, critical supplies and
customers in a timely manner)
- Physical distance
- Cultural influences (The greater the advantage when there is a strong match between the
culture within the location and the strategy being implemented)
4. Strategic competitiveness
- International Diversification and Return
- Returns might decrease initially but then increase quickly when it learns how to
manage the increased geographical diversification
- Stabilisation of returns helps reduce a firm’s overall risks
- Enhanced innovation
- Resources required for large scale R&D operations can be generated
- Culturally diverse top management have a greater knowledge of international
markets and their idiosyncrasies
- Improves the ability to generate returns on their innovations through larger and
more numerous markets before competitors can overcome the initial competitive
advantage created by innovation
- Reduce substantial risks of R&D investments
- Exposed to new products and processes→ integrate knowledge into their
operations→ further develop innovation
- Returns generated from these relationships increase through effective managerial
practices
2. Firm strategy, structure and rivalry (emphasize the structural characteristics of a specific economy
that contribute to some degree to national advantage and influence the firm’s selection of an
international business-level strategy)
- Foster the growth of certain industries
- Dynamics of competition in the industry (use Porter’s 5 Forces)
- E.g. different cultural norms and political influences
3. Demand conditions (Nature and size of the customers’ needs in the home market)
- Market size and sophistication of consumers’ perception
- Large demand can help a firm develop scale-efficient facilities, refine capabilities and core
competencies
- Social factors e.g. consumer behavior (Norway = salmon industry)
4. Related and supporting industries (How the supporting industries adds value to a firm’s value
chain)
- E.g Singapore has successful inter-related clusters made up of the shipping, port, maritime
industries, as well as a cluster comprising chemical and energy industries.
Multi-Domestic Strategy (MTV, Transnational Strategy (e.g. Global Strategy (e.g Apple, Samsung,
Heinz) Mcdonald, Kraft Foods, Mondelez) Walt Disney)
Sacrifices efficiency,focus on Balances efficiency but also adjust to Focus on efficiency, do not consider local
local preferences local preferences preferences/requirements
SBUs Independent, low knowledge Interdependent, share resources Interdependent, share resources and
and resources sharing → Low and knowledge → High coordination knowledge → High coordination &
coordination & cooperation & cooperation cooperation
Assumptions Markets differ and are Markets share some similarities Markets share significant similarities
therefore segmented by across country boundaries across country boundaries
country boundaries
Characteristics • Decentralized strategic and • Flexible coordination through an • Standardization of products across
operating decisions integrated network (shared vision country markets
• Focus on localization (local and individual commitment) • Efficient operations
factors of influence) • Conflicting goals between global • Enhance role of corporate HQ
• Tailored products and domestic requirements • increased productivity
Potential • High need for local • Dual benefits from both global and • Strong economies of scale → cost
Outcomes responsive domestic approaches savings, higher productivity, freeing
• Little need for global • Various issues arising from up of resources
integration implementation complexity • Strong corporate HQ
• Lack of economies of scale→ • Global efficiency and local • Ability to leverage innovation across
more costly responsiveness country boundaries
• Weak corporate HQ • manage connections with • Weak localization capabilities
customers and suppliers more • high need of global integration
efficiently Low need for local responsiveness
Environmental trends affecting a firm’s international strategies
1. Liability of Foreignness: A set of costs associated with various issues firms face when entering
foreign markets e.g. unfamiliar operating environments, economic, administrative and cultural
differences and challenges of coordination over distances (geographic)
2. Regionalisation
● Regional focus allows firms to marshal their resources to compete effectively rather than spreading
their limited resources across multiple country specific international markets.
● Allows firms to better understand the cultures, legal and social norms and other factors that are
important for effective competition especially if international markets differ greatly.
● Allows the coordination and sharing of resources for markets that are similar across boundaries.
● Development of trade agreements promote the use of regional strategies. Trade agreements
facilitate free trade across country borders by loosening restrictions. Further, greater unity is created
across the regional markets.
3. Risks
● Political:
○ Uncertainties created by government regulation; existence of many, possibly legal authorities
and corruption; potential nationalisation of private assets; political instability; security
instability
○ Could lead to delays in foreign direct investments and weak access to financing
○ Companies can exploit political weaknesses to implement questionable practices
● Economic:
○ Fundamental weakness in a country’s economy with the potential to cause adverse effects
on firm’s effort to successfully implement their international strategies.
○ Perceived security risk - e.g. terrorism
○ Difference in fluctuations in the value of currencies
● Other limitations
○ Size and complexity of operations become virtually unmanageable
■ Arise from differences in logistical costs, access to raw materials, employee skill
levels, capital costs
○ Increases costs beyond the value created by the international strategies
■ Cost of coordination between units and distribution of products
○ Implementation difficulties caused by differences in culture and institutional practices →
Prevent the transfer of a firm’s core competencies from one market to another → Need to
redesign their marketing programs and distribution networks
○ Mitigation:
■ Strong managerial abilities to deal with ambiguity and complexity
■ International operations based in locations that are geographically close and have
similar culture → Lesser trade barriers → Easier to launch products into new markets
■ Forming strategic alliances to overcome difference in host countries’ governmental
policies, practices and local customs
Both product and geographical diversification are subject to the availability of resources, firm’s unique
strengths and weaknesses as well as the potential impacts of various external factors
Possible Entry Modes
To decide based on the industry’s competitive conditions, the country’s situation and government policies
and the firm’s unique set of resources, capabilities and core competencies.
Characteristics A firm sends the Another firm Partnership with Buying over Internal growth
products it produces purchases the rights another firm to another firm to
in its domestic to manufacture and combine expertise gain entry
market to sell
international markets
Pros - Easy - Low cost - Shared cost - Quick access to - Maximum returns
- Fast - Low risks - Shared resource new markets - Full control
- Avoid costs of - Easier access to the - Shared risks - Greater control - Establish strong
establishing market if foreign firms - Develop new - BUT high cost presence
operations in host have trouble entering capabilities by - Establish strong
countries market due to learning from its presence
successful lobbying experienced
by local state-owned partners
firms
- Obtain larger market
to increase returns
from product
innovations
Cons - High cost - Little control over - Integration - Complex - High cost
(marketing, selling and (culture) negotiations - High risk
transportation, tariffs distribution -Compatibility and - Corporate - Long time(need to
and distribution) - Limited returns trust issues culture, legal acquire knowledge
- Low control - Risk of competitive requirements and and expertise about
-Require middlemen info exploitation by social the new market by
foreign firm differences→ hiring host country’s
unable to capture nationals)
synergy -Complex
- Costly (requires
debt financing)
Best use - No need for foreign - Firm needs to Firm needs to Firm needs quick Firm’s intellectual
manufacturing facilitate product connect with access to new property rights in an
expertise – requires improvements experienced market and has emerging economy
only distribution necessary to enter partner in target financial not well protected +
- Complemented with foreign markets market + reduce resources (buy need for global
the use of (purchase rights) risks through cost over) integration is high
international cost sharing - Operations are (internal growth)
leadership strategy - intellectual human capital - Business relies
to developed property rights in intensive significantly on the
countries & the emerging quality of capital
international economy are not intensive
differentiation well protected, manufacturing
strategy for emerging number of firms in facilities
economies the industry is
- Export to countries growing fast and
close to their the need for global
facilities integration is high
Strategic Options:
● Make small investments to see if the company can gain a foothold in the market
○ If it does not work, the company will not lose major resources
If it works, the company can invest greater resources to reinforce their competitive position
Seminar 8: Merger and Acquisition
Merger: two firms agree to integrate their on operations on a relatively co-equal basis
Acquisition: one firms buys a controlling, or 100 percent, interest in another firm with the intent of making
the acquired firm a subsidiary business within its portfolio
Takeover: Unfriendly acquisition wherein the target firm does not solicit the acquiring firm’s bid
Require new types of innovation - To develop new products and - Acquire a firm with specific core
and product development, introduce them faster and knowledge or competencies (E.g.
however, organization has limited successfully into the market. HP acquiring Indigo)
know-how or have met with road- - Reduces the burden of high risk
blocks. and uncertainty borne by the
organization and provides more
predictable returns than in internal
product development, since the
performance of the acquired firm’s
products can be assessed (avoids
the case where opportunity costs >
benefits)
Diversify/control its revenue - To remove fluctuations in revenue - Acquire a firm that provides new
stream e.g. for seasonality, streams revenue streams, strengthen current
geography, industry - develop new revenue streams and revenue streams (E.g. Prudential
manage risk / achieve control acquiring Bache and Company)
Reasons for Acquisition
2. Overcome • Factors that increase expense and difficulty to enter: EOS, brand loyalty, product familiarity
entry barriers and product differentiation)
• Gain immediate access to market
• How: Cross-border Acquisitions (break into market), Vertical Acquisition, Related Acquisition,
Unrelated Acquisition
3. Cost of new • Internal development = high risk, easily imitated, requires significant investment of resources
product such as time
development/ • Acquisition = gain access to new products and more predictable returns due to acquired
Speed to firm’s capability, established market, and knowledge reduced inertia, faster entry, less risky
market
• Substitute for firm’s R&D
4. Lower risk • Important for firm acquiring non-related industry firm
compared to
product
development
5. Increased • Quickest and easiest way to change biz portfolio especially if firm lacks experience and
diversification insights
7. Learn and • Broaden knowledge base and acquire diverse talents → increase capabilities potential
develop new • Reduce inertia to learning from scratch
capabilities
• How: Related diversification (complementary capabilities)
Stages of a typical acquisition
• How: Examine financing of intended transactions, quality of strategic fit and the ability of
the acquiring firm to integrate the target to realise potential gains (culture differences, tax
consequences, actions to meld workforces)
2. Integration • Uncertainty and resistance due to different culture, financial and control system,
difficulties, managerial style, working relationship, talent loss
coordination issues • Problems due to status of newly acquired firm’s executives
• How: develop effective organisation structure, know the difference across countries/
industries
3. Too large • Increases complexity of management challenge and create diseconomies of scope
• Additional costs of controls (bureaucratic) and acquisition > benefits of EOS and market
power
• Less innovation and flexibility
4. Inability to • Definition of synergy: Assets worth more when used in conjunction with each other
achieve synergy than separately (C.A) as they are complementary
• Direct cost (legal fees and charges from investment banker who complete due diligence)
• Firms underestimate indirect transaction costs (managerial time, loss of
managers/employee)
• How: Understand each firm’s strengths and weaknesses; Understand how to integrate
firms
5. Too much • Need to process more info of greater diversity
diversification • Increased op scope and reliance on financial controls (ST perf) than strategic controls
• Compromise R&D and innovation → Acquisition becomes substitutes for innovation
• Related diversification outperform unrelated
6. Managers overly • Too much time and energy to search for targets and managing process – Diverts
focused on attention from matters that are necessary for long term competitive success
acquisitions
• How: Reduce group bias by having more dissent in decision
7. Large debts • Increase likelihood of bankruptcy, downgrade of credit rating, preclude investment in HR
and R&D
• How: Firms ensure that their purchases do not create a debt load that overpowers the
company’s ability to accomplish its strategic objectives while remaining solvent (cost-
benefit analysis)
Attributes Results
Acquired firm has assets or High probability of synergy and competitive advantage by maintaining strengths.
resources that are complementary - With complementary assets, the acquiring firm can maintain its focus on core
to the acquiring firm’s core businesses and leverage the complementary assets and capabilities from the
business acquired firm.
Acquisition is friendly Faster and more effective integration and possibly lower premiums.
- Through friendly acquisitions, firms work together to find ways to integrate their
operations to create synergy.
Acquiring firm conducts effective Firms with strongest complementarities are acquired and overpayment is avoided
due diligence to select target firms
and evaluate the target firm’s
health
Acquiring firm has financial slack Financing is easier and less costly to obtain
Merged firm maintains low to Lower financing cost, lower risk, and avoidance of trade-offs associated with higher
moderate debt position debt. Firms can also retain the financial flexibility to invest in long-term profitable
projects.
Acquiring firm has sustained Maintain long term competitive advantage of markets
emphasis on R&D and innovation
Acquiring firm manages change Faster and more effective integration facilitates achievement of synergy
well and is flexible and adaptable - Top-level executives will be more skilled at adapting their capabilities to new
environments as well as more adept at integrating the two organisations.
Restructuring
● Definition: Change business or financial
● Caused by failure of acquisition or change in environment or poor financial performance
● Strategies:
1. Downsizing:
- Reduction in number of employees and number of operating units
- Firms fail to create the value anticipated, acquiring firm paid too much, newly formed firms
have duplicate organisational functions
- Necessary when the newly formed firm has duplicate organisational functions → prevent
the new firm from realising the cost synergies
- Need to ensure procedural justice and fairness in downsizing decisions
2. Downscoping:
- Divestiture of unrelated businesses to focus on their core business
- Managerial effectiveness increase due to increased focus and talents
- Used together with downsizing
- Firms need to avoid layoffs as it could lead to loss of core competencies
3. Leveraged Buyout:
- A party buys all of a firm’s assets in order to take the firm private
- Sale of non-core assets → to finance a buyout using debts
- Correct managerial mistakes → leads to higher entrepreneurial activity and growth →
stimulate strategic growth and productivity
- Three types of LBOs: Management buyouts, employee buyouts and whole-firm buyouts
- Advantages of PE firms
- Stronger alignment between owners and managers as debt obligations constrain
managerial discretion
- Provide growth capital for firms who cannot access public equity markets or other
sources of finance
- Facilitation consolidation of industries → Removing excess capacity in industries
- Disadvantages of PE firms
- High debt loads prevent portfolio firms from pursuing potentially valuable
opportunities
● Outcomes:
Alternatives Short-Term Outcomes Long-Term Outcomes
3. Uncertainty-reducing strategy
- C.A. created is often temporary as it is not focused on creating value
- Hedge against risk and uncertainty especially in fast markets (eg in new product development or
seeing technology standards)
- Used where uncertainty exists such as in entering new product markets and in emerging
economies
4. Competition-reducing strategy
- C.A. created is often temporary as it is not focused on creating value
- Used to reduce competition
- Lowest probability of creating a competitive advantage
- Collusive strategy are often illegal
- Explicit collusion: Firms negotiate directly to jointly agree about the amount to produce as well as
the prices for what is produced
- Tacit collusion: Firms indirectly coordinate their production and pricing decisions by observing each
other’s competitive actions and responses → results in production output below fully competitive
levels and above fully competitive prices → reduce service quality and performance
- Firms do not directly negotiate output and pricing decisions
- Mutual forbearance: Tacit collusion where firms do not take competitive actions against rivals in
multiple markets → Avoid destructive competition
3. Franchising
- Uses a franchise as a contractual relationship → Franchisor transfers knowledge and skills to
franchisees, while franchisees provide feedback to the franchisor on how the unit could become
more efficient and effective
- Spreads risk and leverage resources, capabilities and competencies without merging or acquiring
another company
- Success is dependent on how well the franchisee can replicate the strategy in a cost-effective
manner
- Alternative to pursue growth to gain large market share→ Particularly useful in fragmented industry
- Find ways to strengthen the core company’s brand name
Set of mechanism used to manage relationships among stakeholders and to determine and control the
strategic direction and performance of organization.
Purpose
● Determine and control strategic direction and performance of organisation (ensure strategies are
well-executed)
● Manage relationships among stakeholders (Establish and maintain harmony between parties)
● Monitor or control or advise executive behaviours
● Connection or social network – resource collision
● Can lead to a competitive advantage for a firm
Agency Relationship
When one party delegates decision-making responsibility to a second party for compensation
● Need for agent as
○ Owners do not have access to all the skills needed to effectively manage the firm and
maximise returns (need for owner specialisation of risk bearing and management
specialisation in decision making)
○ Firm seeks outside capital and thus give up some of its ownership to facilitate growth
● Agency Relationship:
○ Principal (stakeholders) = firm owner and risk bearing specialist
○ Agents (managers) = managerial decision-making specialist
● Agency Relationship Problems:
○ Shareholders and managers have divergent interests and goals
○ Shareholders lack direct control of large publicly traded corporations: Difficult or expensive
for shareholders to verify that managers have behaved appropriately – difficult to get first-
hand info of decision-making process as complex to understand rationale + performance is
a function of many other factors
○ Managerial opportunism
■ Seeking of self-interest with guile (cunning/deficit)
■ Seek to maximise personal welfare and minimise their personal risk
■ Prevents shareholder wealth maximisation
■ E.g. managers over-diversify to gain power in company, make use of acquisition
(not a sustainable competitive advantage), use of free cash flow (managers prefer
investments, shareholders prefer dividends)
○ Product Diversification causes agency problem
■ Shareholders prefer focused differentiation while managers prefer diversification
that maximises firm size and their compensation while reducing their employment
risk
■ Increase the size of a firm and size is positively related to executive compensation
■ Increases the complexity of managing a firm and its network of business, possibly
requiring additional managerial pay
■ Reduce top management employment risk (risk of job loss, loss of compensation
and loss of managerial reputation) because less vulnerable to reduction in demand
associated with a single or limited number of product lines or businesses.
■ Too much diversification can hamper a firm’s ability to innovate or divert managerial
attention from other important firm activities
○ Free cash flow
■ Managers prefer to invest these funds in additional product diversification which do
not have a strong possibility of creating additional value for stakeholders → Over-
diversification (unrelated diversification)
■ Shareholders prefer the funds as dividends so they control how the funds are
invested
○ Agency costs:
■ Sum of incentive costs, monitoring costs, enforcement costs and individual financial
losses incurred by principals because governance mechanisms cannot guarantee
total compliance by the agent.
■ Regulatory mechanisms include the implementation of SOX, Dodd-Frank Act to
align financial institutions’ actions with society’s interests
1. Ownership concentration
● Institutional owners (pension/ mutual funds)/ large block shareholders:
○ increasingly active in their demands that firms adopt managerial decisions so that they will
best represent owners’ interests
○ Make it worthwhile to spend time, effort and expense to monitor closely
○ May also obtain board seats which enhances their ability to monitor effectively
○ Has the ability to discipline managers and to enhance the likelihood of a firm taking future
actions that are in shareholders’ best interests
○ However, large institutional owners often go along with the desires of powerful CEO and
boards
● Diffuse ownership
○ Weak monitoring of manager’s decisions as it is difficult for owners to effectively coordinate
their actions
2. Board of Directors
● Group of elected individuals whose primary responsibility is to act in the owners’ best interests by
formally monitoring and controlling the firm’s top-level managers
○ Direct the affairs of the organisation
○ Punish and reward managers
○ Protect owners from managerial opportunism
○ Increasingly expected to provide resources (personal knowledge and expertise,
relationships with a wide variety of organisation) to the firm
○ Made up of insiders (firm’s CEO and other top executives), related outsiders (individuals
not involved with firm’s day-to-day ops but have r/s with the company) and outsiders
(individuals who are independent of the firm in terms of day-to-day operations and other r/s)
○ Separation of CEO and chairman role
○ Need for a knowledgeable and balanced board
■ Need for quality independent directors, who is willing to devote time, obtains
valuable information through interactions with inside board members and through
board meetings → Greater accountability
■ Need for insiders who are informed of the intended strategic initiatives → Focus
more on strategic controls → avoid managerial opportunism to maximise self-
interests & reduce employment risks due to emphasis on financial controls
○ Ways to enhance effectiveness of BOD:
■ Increase diversity of background of board members
■ Strengthen internal management and accounting control systems
■ Establish and consistently use formal process to evaluate the board’s performance
■ Modify the compensation of directors to reduce/eliminate stock options
■ Create a lead director role who has strong power over the board agenda and
oversight of non-management board member activities
3. Executive Compensation
● Seeks to align the interests of managers and owners through salaries, bonus and long term
incentives
● Ensures that top- level management will act in shareholders’ best interests
● Assumes that management’s pay and the firm’s performance are more properly aligned when
outsiders are the dominant block of a board’s membership
● Requires additional monitoring and potentially increasing the firm’s agency costs
● Factors complicating executive compensation
○ Strategic decisions by top level managers are complex and non routine→ ineffective to
judge the quality of their decision
○ Strategic decisions affect a firm over an extended period
○ Unpredictable changes in the general environment can affect firm’s performance
● Limits on the effectiveness of executive compensation
○ Top level managers’ compensation is linked to outcomes the board can easily evaluate
such as financial performance → subject to managerial manipulation
○ Difficult to assess the effects of their decisions on a regular basis → pursue short run
objectives eg decrease R&D investments
○ Long term incentive plans transfer risk to top executives
Market for Corporate Control
● External governance mechanism that is active when a firm’s internal governance mechanism fails
● Individuals/ firms buy or take over undervalued corporations
○ Ineffective managers are usually replaced → Loss of jobs
○ If managers remain, there is immense pressure to improve the firm’s performance
● Threat of hostile takeover may lead firm to operate more efficiently/ effectively and improve firm
performance
○ Signals managers are ineffective in fulfilling their responsibilities → Reputational loss
● Limits on the effectiveness of the market for corporate control
○ Managerial defense strategies increase the costs of mounting a takeover
■ Golden parachutes: CEO can receive up to three years’ salary if his or her firm is
taken over
■ Poison pills: Allows shareholders to convert shareholders’ rights into a large number
of common shares, which dilutes the potential acquirer’s existing stake → to
maintain/expand the ownership position, the potential acquirer must buy additional
shares at premium prices
■ Managerial entrenchment: Only one third of board members are up for reelection
each year through corporate charter amendment
Seminar 11: Organisation Structure and control
Organisational structure:
- Specifies the firm's’ formal reporting relationships, procedures, controls and authority and decision
making process
- Facilitates the effective use of the firm’s strategies
● Structure influence current and future strategic actions
- Influences how managers work and decisions arising from that work
- Effective structure should have both structural stability and structural flexibility
● Structural stability provides the capacity for the firm to consistently and predictably manage
its daily work routines
● Structural flexibility provides the opportunity to explore competitive possibilities and then
allocate resources to activities that will shape the competitive advantages the firm will need
to be successful in the future
Organizational Controls:
- Guide the use of strategy
- Indicate how to compare actual results with expected results
- Suggest corrective actions to take when difference is unacceptable
- Provide clear insights regarding behaviors that enhance firm performance
- Important to properly balance the use of strategic and financial controls
Strategic Controls:
- Subjective
- Examining the fit between what the firm might do (suggested by the opportunities in the external
environment) and what it can do (indicated by its C.A.)
- Help firms understand what it takes to be successful, especially where significant strategic
change is needed.
- Demand rich communication between managers and those primarily responsible for
implementing the strategies
- Evaluate the degree to which the firm focuses on the requirements to implement its strategies
- Business level strategy: businesses with Differentiation strategy use VCA to verify that the
critical value chain and support activities are being emphasised and properly executed
(subjective measures of the effectiveness of product development teams)
- Corporate level: Related diversification strategy: used to verify the sharing of appropriate
strategic factors such as knowledge, markets and technologies across businesses.
Financial Controls:
- Objective
- Used to measure the firm’s performance against previously established quantitative standards (as
well as competitors’ performance and industry averages)
- E.g ROI, ROA, EVA
- Corporate level: Evaluate the performance of the firm using the unrelated diversification strategy
- Business level: Cost leadership strategy (quantitative cost goals)
Types of Structures
Simple structure
● Flat structure
● Owner-manager makes all major decisions and monitors all activities (highly centralised) and staff
act as the agents
● Low specialisation of tasks (overlapping of roles)
● Coordination of tasks by direct supervision
● Low formalisation with few rules/regulations, informal relationships and communications and
informal evaluation and reward system
● Suitable for business-level: Focus strategies (Small firms in single business, offer single
product/service in a single geographic area)
Functional structure
● Consists of CEO, limited corporate staff and functional line managers
● Allows for functional specialisation which facilitates active sharing of knowledge within each
functional area (e.g. R&D, engineering and HR)
● Centralised: CEO needs to verify the decisions and actions of individual businesses promote the
entire firm rather than a single function (function are supposed to be complementary)
● Competition between functions to fight for resources
● Suitable for larger firms in single business or those using business-level & corporate level strategy
with low levels of diversification
Cost Differentiation Integrated cost
Leadership leadership &
Differentiation
Formalisation (degree of which High Lower (More flexibility) Some formal, some
formal rules and procedures govern) informal job behaviours
May be supported by
formal/informal integration
departments
Address both formulation and implementation of strategy, as well as deviations from expected results
Informational Controls – “doing the right things”
● Definition: “fit” between firm’s internal environment with external strategic context
● Premise Control: check systematically and continuously whether premises (context) on which
strategy is based are still valid
○ Set of assumptions (i.e. under what) that rational decisions are made
○ Environmental-level premise: i.e. shouldn’t be another economic crisis for successful
implementation
○ Industry-level premise: i.e. current competitive environment remains the same (e.g.
constant demand)
○ Firm-level premise: i.e. do not expect layoff or change in leadership during implementation
● Strategic Surveillance: Monitor a broad range of events inside and outside the firm that could affect
its strategy
○ Environmental scanning e.g. business intelligence: monitor competitors’ moves, upcoming
trends
○ Sources: annual reports, news, market research, consultants, trade shows, conferences,
meetings
● Special Alert: Cope with sudden unexpected events – re-assessment of firm’s strategy and current
strategic situation
○ CEO succession, contingency planning for man-made errors or natural disasters
Implementation Controls
● Assess whether overall strategy should be changed in light of results associated with incremental
actions that implement overall strategy
● Balanced Scorecard: Implementation assessment tool (applicable to different levels in org –
function, division, org)
○ To assess firm’s performance – accuracy depends on accuracy of criteria chosen
Balance between financial (short term measurable outcome) and strategic controls (long
term perspective)