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Internal versus External growth: impact on operational and ... - CEREG

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would have had collusive effects. Eckbo (1992) also compared the Canadian market, which<br />

lacked any antitrust policy for a l<strong>on</strong>g period of time, with the US market to test the deterrence<br />

hypothesis (i.e., “that the probability of a horiz<strong>on</strong>tal merger being anti-competitive is higher<br />

in Canada than in the US”). Again, there was no solid evidence supporting the hypothesis.<br />

Several other empirical studies, such as Sharma <strong>and</strong> Thistle (1996) in the US market, implied<br />

a lack of significant post-merger market power gains to be able to influence the product<br />

markets.<br />

Acquisiti<strong>on</strong>s can also destroy value if the management reinvests the firm’s resources, or free<br />

cash flows, for their own pers<strong>on</strong>al interest in inefficient projects. Amihud <strong>and</strong> Lev (1981)<br />

empirically examined the motives for the widespread <strong>and</strong> persisting phenomen<strong>on</strong> of<br />

c<strong>on</strong>glomerate mergers. Why do managers perform these c<strong>on</strong>glomerate mergers if investors<br />

can achieve the same diversificati<strong>on</strong> effect in their own portfolios, according to their own risk<br />

aversi<strong>on</strong>? They c<strong>on</strong>clude that managers are engaging in c<strong>on</strong>glomerate mergers “to decrease<br />

their largely undiversifiable “employment risk” (i.e., risk of losing job, professi<strong>on</strong>al reputati<strong>on</strong>,<br />

etc.)”. Jensen (1986) brings his free cash flow theory to explain why mergers occur. Free cash<br />

flows are cash flows in excess of what is required to fund all projects with positive net present<br />

value. Agency costs occur when there are substantial free-cash flows that are reinvested<br />

inefficiently by the managers (e.g. by performing firm combinati<strong>on</strong>s), instead of redistributing<br />

them directly to their shareholders through dividend payments. Yet another example is the<br />

paper from Shleifer <strong>and</strong> Vishny (1989) that describes how managers can entrench themselves<br />

with manager-specific investments that make it costly for shareholder to replace them. Those<br />

manager-specific investments also provide the opportunity for managers to extract higher<br />

wages <strong>and</strong> to have more c<strong>on</strong>trol over the corporate strategy of the company. A last source of<br />

value-destructi<strong>on</strong> in combinati<strong>on</strong>s is poor post-merger integrati<strong>on</strong>. Datta (1991) empirically<br />

examines the organizati<strong>on</strong>al differences between US bidders <strong>and</strong> targets of M&As <strong>on</strong> postacquisiti<strong>on</strong><br />

performance. He c<strong>on</strong>cludes that differences in top management styles negatively<br />

<str<strong>on</strong>g>impact</str<strong>on</strong>g> post-acquisiti<strong>on</strong> performance. However, difference in reward <strong>and</strong> evaluati<strong>on</strong> systems<br />

didn’t seem to <str<strong>on</strong>g>impact</str<strong>on</strong>g> the post-acquisiti<strong>on</strong> performance significantly.<br />

On the other h<strong>and</strong>, internal <str<strong>on</strong>g>growth</str<strong>on</strong>g> provides more corporate c<strong>on</strong>trol, encourages internal<br />

entrepreneurship <strong>and</strong> protects organizati<strong>on</strong>al culture for different reas<strong>on</strong>s. First of all,<br />

managers have a better knowledge of their own firm <strong>and</strong> assets, <strong>and</strong> the internal investment is<br />

likely to be better planned <strong>and</strong> efficient. In additi<strong>on</strong>, synergies may also be costly to exploit,<br />

5

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