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Session 13 © Furrer 2002-2008 1
Corporate StrategyFall 2008
Session 13
Divestures and Restructuring
Dr. Olivier Furrer
Office: TvA 1-1-11, Phone: 361 30 79e-mail: [email protected]
Office Hours: only by appointment
Session 13 © Furrer 2002-2008 2
Need for Restructuring
Session 13 © Furrer 2002-2008 3
Number of Divestitures, 1965-2000
Session 13 © Furrer 2002-2008 4
Restructuring and Divestment
• Why restructure or divest?– Pull-back from overdiversification.– Attacks by competitors on core
businesses.– Diminished strategic advantages of
vertical integration and diversification.
• Exit strategies– Divestment– spinoffs of profitable SBUs to investors;
management buy outs (MBOs).– Harvest– halting investment, maximizing cash flow.– Liquidation– Cease operations, write off assets.
Session 13 © Furrer 2002-2008 5
Reasons for Divestitures
• Change of focus or corporate strategy 43• Unit unprofitable or mistake 22• Sale to finance acquisition or
leveraged restructuring 29• Antitrust 2• Need cash 3• To defend against takeover 1• Good price 3• Total 103
Source: Kaplan and Weisbach, 1992
Reason Nb. of Divestitures
Session 13 © Furrer 2002-2008 6
Source: Mergerstat Review, 1994-1998, 2001.
U.S. Mergers and Acquisitionsversus Divestitures, 1965-2000
Session 13 © Furrer 2002-2008 7
Strategies in Declining Industries
Company Strengths Relative to Remaining Pockets of Demand
Inte
nsi
ty o
f C
omp
etit
ion
in
Dec
lin
ing
Ind
ust
ry
Few strengths Many strengths
High
Low
DivestQuickly
Nicheor Harvest
Harvestor Divest
Leadershipor Niche
Source: adapted from Porter (1980)
Leadership: Seek a leadership position in terms of market share.Niche: Create or defend a strong position in a particular segment.Harvest: Manage a controlled disinvestment, taking advantage of strengths.Divest Quickly: Liquidate the investment as early in the decline as possible.
Session 13 © Furrer 2002-2008 8
Turnaround Strategy
• The causes of corporate decline– Poor management– incompetence, neglect
– Overexpansion– empire-building CEO’s
– Inadequate financial controls– no profit responsibility
– High costs– low labor productivity
– New competition– powerful emerging competitors
– Unforeseen demand shifts– major market changes
– Organizational inertia– slow to respond to new competitive conditions
Session 13 © Furrer 2002-2008 9
The Main Steps of Turnaround
• Changing the leadership– Replace entrenched management with new managers.
• Redefining strategic focus– Evaluate and reconstitute the organization’s strategy.
• Asset sales and closures– Divest unwanted assets for investment resources.
• Improving profitability– Reduce costs, tighten finance and performance controls.
• Acquisitions– Make acquisitions of skills and competencies to strengthen core
businesses.
Session 13 © Furrer 2002-2008 10
Types of Restructuring
• Portfolio Restructuring– Portfolio restructuring involves significant change in the
firm’s configuration of lines of business through acquisition and divesture transactions.
• Financial Restructuring– MBO and LBO. The assumption is that a large amount of
dept will force managers to focus on their core businesses, and not squander cash flows from the core businesses in less rewarding diversification projects.
• Organizational Restructuring– Traditionally, organizational restructuring has been shown to
be ineffective because it is disruptive and may destroy competencies
Session 13 © Furrer 2002-2008 11
Restructuring Managerial Incentives
• Corporate Executives’ Compensation
• To prevent overdiversification
• Divisional Executives’ Compensation
• To attract and retain talents
• To encourage cooperation or competition
• To balance short-term and long-term objectives
• To control risk-taking behaviors
Session 13 © Furrer 2002-2008 12
Restructuring Managerial Incentives(Cont’d)
• Headquarters managers of the parent company may want to change the incentive structure to encourage different behaviors among divisions.
• For example, executive in an entrepreneurial division needing growth may receive low salaries and limited short-term earnings incentives but significant “phantom” stock options in order to create more risk taking.
• A division at a later growth stage may emphasize salary and short-term bonus and play down stock options.
Session 13 © Furrer 2002-2008 13
Restructuring Managerial Incentives(Managerial Implications)
• Many executive compensation plans provide incentives (perhaps unintended) for corporate managers to diversify their firms and thereby to increase the firms’ size. Thus, corporate incentive compensation should emphasize firm performance over which managers have some control, regardless of firm size or diversity.
• Incentive based on annual ROI may enhance short-term performance but reduce divisional managers risk taking.
• Long-term incentives alone are not adequate. To be most effective, they should be combined with other forms of restructuring, particularly downscoping.
• Long-term incentives also have trade-offs, for example, long-term incentives based on divisional performance may reduce cooperation among related divisions.
• To be meaningful to executives, incentives should be linked to a level and a type of performance that board members can link to managerial action. They should also be based on challenging but achievable targets.
Hoskisson and Hitt, 1994
Session 13 © Furrer 2002-2008 14
Downsizing
Risk of lost of human capital
Session 13 © Furrer 2002-2008 15
DownsizingWholesale reduction of employees
DownscopingSelectively divesting or closing non-core businesses
Restructuring Activities
Ref.: Hoskisson and Hitt, 1994; Hitt, Hoskissson and Ireland, 2007
Leveraged Buyouts (LBO)Financial restructuring in align managers’ focusand shareholders’ interest
Session 13 © Furrer 2002-2008 16
Downsizing
• Downsizing is a reduction in the number of a firm’s employees and, sometimes, in the number of its operating units, but it, may or may not change the composition of businesses in the company’s portfolio.
Thus, downsizing is an intentional proactive management strategy, whereas “decline is an environmental or organizational phenomenon that occurs involuntarily and results in erosion of an organizational resource base” (McKinley, Zhao, and Rust, 2000).
• In 2005, GM signaled that is will lay off 25’000 people through 2008 due to poor competitive performance, especially as a result of the improved performance of foreign competitors (Wall Street Journal, 2005).
Session 13 © Furrer 2002-2008 17
Downscoping
• Downscoping refers to divestiture, spin-off, or some other means of eliminating businesses that are unrelated to a firm’s core businesses.
Commonly, downscoping is described as a set of actions that causes a firm to strategically refocus on its core businesses (Danikoff, Koller, and Schneider, 2002).
• In 2005, Sara Lee Corporation has decided to spin off its apparel business in a “massive restructuring that will shed operations with annual revenues of $8.2 bio.” It will try “to focus on its strongest brands in bakery, meat and household products.” The restructuring will trim revenues that used to account for 40% of sales. The company plans to use some of the savings to R&D new products in its top selling brands (Wall Street Journal, 2005).
Session 13 © Furrer 2002-2008 18
Leveraged Buyouts
• Purchase involving mostly borrowed funds
• Generally occurs in mature industries where R&D and innovation are not central to value creation
• High debt load commits cash-flows to repay debt, creating strong discipline for management
• Increases concentration of ownership
• Focuses attention of management on shareholder value
• Greater oversight by “active investor” board members
• Leads to more value-based decision making
Session 13 © Furrer 2002-2008 19
Restructuring and Outcomes
Downsizing
Downscoping
LeveragedBuyout
Reduced Labor Costs
Reduced Debt Costs
High Debt Costs
Loss of Human Capital
Lower Performance
Higher Performance
Higher Risk
Alternatives Short-Term Outcomes
Long-Term Outcomes
Emphasis on Strategic Controls