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TYPES OF SPECIFICITY, CONTRACTS AND TRANSACTION COSTS: AN EMPIRICAL INVESTIGATION OF OUTSOURCING AGREEMENTS Jerome Barthelemy ESSEC Business School 95021 Cergy Pontoise Cedex – France E-mail: [email protected] Bertrand V. Quelin (Corresponding author) * HEC Paris – School of Management 78351 Jouy-en-Josas Cedex – France Tel.: +33.1.39.67.72.36 Fax: +33.1.39.67.94.54 E-mail: [email protected] November 2002 Key words: Transaction cost Economics, Resource-based View, Contract, Monitoring * Correspondence: Bertrand Quelin – HEC School of Management – 78351 Jouy-en-Josas Cedex – France This paper benefited greatly from the comments provided by the anonymous referees of the Academy of Management Conference at Denver and Strategic Management Society Conference at Paris. Bertrand Quelin acknowledges the financial support of the HEC Foundation. 1

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TYPES OF SPECIFICITY, CONTRACTS AND TRANSACTION COSTS: AN EMPIRICAL INVESTIGATION OF OUTSOURCING

AGREEMENTS

Jerome Barthelemy

ESSEC Business School 95021 Cergy Pontoise Cedex – France

E-mail: [email protected]

Bertrand V. Quelin (Corresponding author) *

HEC Paris – School of Management 78351 Jouy-en-Josas Cedex – France

Tel.: +33.1.39.67.72.36 Fax: +33.1.39.67.94.54 E-mail: [email protected]

November 2002

Key words: Transaction cost Economics, Resource-based View, Contract, Monitoring * Correspondence: Bertrand Quelin – HEC School of Management – 78351 Jouy-en-Josas Cedex – France This paper benefited greatly from the comments provided by the anonymous referees of the Academy of Management Conference at Denver and Strategic Management Society Conference at Paris. Bertrand Quelin acknowledges the financial support of the HEC Foundation.

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Types of Specificity, Contracts and Transaction Costs: An Empirical Investigation of Outsourcing Agreements Abstract In this paper, we use both Transaction Cost Economics (TCE) and the Resource Based View

of the firm (RBV) to study outsourcing agreements. We use insight from both theories to

develop an original approach of specificity by decomposing it between transactional, core and

relational specificity. While TCE proponents generally focus on the link between contractual

hazards and governance forms, this study tests the link between contractual hazards (i.e.,

specificity and environmental uncertainty), the contractual aspects of outsourcing and the

level of ex post transaction costs. Our empirical research analyses 82 outsourcing contracts.

The results suggest that all three types of specificity and environmental uncertainty have a

positive impact on ex post transaction cost via an increase of contractual density. Moreover,

flexible contracts are useful to mitigate hazards when specific assets are outsourced. Putting

in the contract both incentives and penalties, pricing and monitoring clauses is a requirement

to reduce supplier opportunism.

Key words: Transaction cost Economics, Resource-based View, Contract, Monitoring

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INTRODUCTION

With the blurring of the firm’s traditional boundaries, new forms of contracting have

progressively emerged. Outsourcing is one of the most prominent ones and is currently

booming in service activities (Quinn, 1992; Outsourcing Institute, 2001). Service activities

outsourcing has moved beyond basic activities from the value chain (e.g., gardening, catering

and cleaning) to encompass more elaborate ones (e.g., information technology,

telecommunications, research and development, and logistics). Basically, two types of

outsourcing can be distinguished: (1) outsourcing as an alternative to vertical integration and

(2) outsourcing as a means to vertically disintegrate (i.e., allowing vendors to assume

activities that were once undertaken in-house).

Outsourcing as an alternative to vertical integration refers to the classical “make or buy”

issue. This topic has been extensively studied both theoretically and empirically. Over the past

25 years, Transaction Cost Economics (TCE) has emerged as the most widely used theoretical

explanation for firm boundary choices (Williamson, 1975, 1985, 1996). While early papers

tested the main TCE hypotheses (Monteverde and Teece, 1982; Anderson and Schmittlein,

1984; Walker and Weber, 1984, 1987; Walker and Poppo, 1991), researchers have started

exploring the link between governance and performance (Masten, Meehan and Snyder, 1991;

D’Aveni and Ravenscraft, 1994; Poppo and Zenger, 1998; Leiblein, Reuer and Dalsace,

2002).

Outsourcing as a means to vertically disintegrate refers to the decision to contract out an

activity in which the firm has invested in the past. The goal of companies that outsource such

service activities is to achieve higher profitability with less in-house resources (Gilley and

Rasheed, 2000). While outsourcing as a means to vertically disintegrate has been extensively

covered in the managerial literature (Lacity and Hirschheim, 1993; Lacity, Willcocks and

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Feeny, 1995; Saunders, Gebelt and Hu, 1997; Useem and Harder, 2000), it has been neglected

in the academic literature (Boone and Verbeke, 1991; Lei and Hitt, 1995).

In this paper, we propose an in-depth study of outsourcing agreements to assess the impact

of contractual hazards on ex post transaction cost. So far, most of the TCE-based empirical

research has focused on the link between contractual hazards and organizational forms (i.e.,

firm, hybrid forms and hierarchy) (Shelanski and Klein, 1995). Analysis of contractual

agreements has been minimal and empirical studies have rarely directly measured transaction

costs [see Masten, Meehan and Snyder (1991) for an exception]. Moreover, we contend that

the TCE concept of asset specificity must be extended in the context of vertical disintegration.

Hence, we distinguish between three types of specificity: core specificity, transactional

specificity, and relational specificity. Firms that vertically disintegrate have invested in

activities that contribute to their competitive advantage to some extent (i.e., core specificity).

These activities rest on dedicated employees and equipment that are transferred to the supplier

(i.e., transactional specificity). Finally, dealing with a supplier instead of carrying out an

activity in-house entails the development of relation-specific assets (i.e., relational

specificity).

We develop a three-tier model linking the main contractual hazards (i.e. the three types of

specificity and environmental uncertainty), contractual density and ex post transaction costs.

While specificity is generally considered the most important contractual hazard,

environmental uncertainty is a multidimensional concept that reflects the lack of knowledge

about events that may take place in the environment (Joskow, 1988a and b; Klein, 1988;

Sutcliffe and Zaheer, 1998). In the next section, the theoretical background of the study is

introduced and hypotheses are proposed. Thereafter, we explain the methodology. In the

following section, we present and discuss the empirical results of the research. Finally, we

conclude with implications, limitations and suggestions for further research.

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THEORETICAL BACKGROUND

Analyzing Outsourcing Agreements

The primary aim of TCE is to explain when an internal organizational mode (i.e.,

hierarchy) may be preferable to an external one (i.e., market). Basically, TCE suggests that

three conditions are necessary for a transaction to be carried out internally: (1) the assets

involved must be highly specific to the transaction, (2) the level of uncertainty surrounding

the transaction must be high, and (3) the transaction must occur frequently (Williamson,

1985). Williamson (1991) has then moved beyond the ‘market vs. hierarchy’ dichotomy,

arguing that a wide range of hybrid organizational modes exists between these two extremes.

According to TCE, the total cost of carrying out an activity includes production and

transaction costs. The best mode for organizing transactions is the one that minimizes the sum

of production costs and transaction costs. In the case of outsourcing, transaction costs can be

decomposed into four categories (Williamson, 1985; Dyer, 1997): (1) search costs (i.e., the

costs of gathering information to identify and evaluate an outsourcing vendor), (2) contracting

costs (i.e., the costs of negotiating and writing the outsourcing contract), (3) monitoring costs

(i.e., the costs of monitoring the agreement to ensure that the outsourcing vendor fulfills its

contractual obligations), (4) enforcement costs (i.e., the costs associated with ex post

bargaining and sanctioning of the outsourcing vendor when it does not perform according to

the contract). While search and contracting costs are generally termed ex ante transaction

costs, monitoring and enforcement costs are usually termed ex post transaction costs.

TCE has two main limitations when it comes to studying outsourcing agreements as a

means to vertically disintegrate. First, the TCE framework was essentially developed to study

“make or buy” issues and remains vague about the content of contracts. Second, it is static

and does not take into account the fact that outsourced activities used to be performed

internally. Distinguishing between different types of specificity can help take this feature into

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account.

Density of Contractual Agreements

An in-depth study of outsourcing agreements requires insights from the long-term contract

literature (Joskow, 1985, 1987, 1988a and b, 1990; Masten et Crocker, 1985; Goldberg and

Erickson, 1987; Crocker and Masten, 1988, 1991). The long-term contract literature

investigates the link between transaction attributes and contractual clauses such as contract

duration, prices and quantities. It essentially focuses on raw materials and transportation

activities.

There have been changes since Joskow’s (1985: 33) remark: “Most of the empirical work

(using TCE) has focused on examining the choice between vertical integration and the market

(...) Analysis of contracts has been minimal.” A major advance in economics is the

recognition that contracts are incomplete (Berheim and Whinston, 1998) and that self-

enforcement mechanisms must be developed to ensure performance (Klein and Leffler, 1981;

Cusumano and Takeishi, 1991; Sako and Helper, 1998). The long-term contract literature can

be seen as an extension of the standard TCE literature. The basic rationale is that contracts get

increasingly complex when asset specificity increases for three reasons. First, they must help

mitigate potential opportunistic behaviors from the vendor (Klein, 1996 and 2000). Second,

they must enable the client to avoid over-dependence on the vendor. Third, as economic

conditions may evolve, they must be sufficiently flexible to respond to changes in the

environment.

In this paper, we introduce a new concept that we term contractual density. Contractual

density can be defined as the extent to which outsourcing contracts are comprised of elaborate

clauses. For example, dense contracts may detail roles and responsibilities, specific

procedures for monitoring, penalties for non-compliance and processes for dispute resolution.

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The law and economic literature suggests that six main types of clauses are paramount in

outsourcing contracts: (1) duration (Jokow, 1985 and 1987); (2) control clauses (Halvey and

Melby, 1996); (3) incentive clauses (Klein and Leffler, 1981; Cusumano and Takeishi, 1991);

(4) price clauses (Crocker and Masten, 1991; Joskow, 1988b); (5) flexibility clauses (Joskow,

1988a) and (6) end of contract clauses (Masten, 1988; Wiggins, 1991). Each of these six types

of clauses can be more or less elaborate.

Transactional and Core Specificity

Asset specificity is of crucial importance for TCE (Williamson, 1985). In this paper, we

will refer to the TCE concept of asset specificity as transactional specificity. Most scholars

currently distinguish between six dimensions of asset specificity: site, equipment, human

resources, dedicated assets, brand, and temporal (Williamson, 1996). The paradigmatic TCE

case is that of a supplier using transaction-specific assets to deliver a good or service tailored

to the needs of a single customer. In the case of outsourcing as a means to vertically

disintegrate, clients transfer assets to their outsourcing vendor. The transfer of custom-tailored

assets to a vendor is likely to make it quite costly to switch vendors or reintegrate an

outsourced activity. This dependence will yield high transaction costs if there is risk of

opportunism and if rationality is bounded (Williamson, 1985).

Beside transactional specificity, we introduce a new type of specificity. Core specificity

refers to the extent to which the resources that underlie an outsourced activity contribute to

the competitive advantage of the firm. This concept is theoretically rooted in the Resource

Based View of the firm (RBV) (Amit et Schoemaker, 1993; Barney, 1991; Dierickx et Cool,

1989; Grant, 1991; Penrose, 1957; Teece, Pisano et Shuen, 1997; Wernerfelt, 1984).

According to the RBV, firms are repositories of resources and capabilities. While firms are a

bundle of resources, the interactions between resources are far more important than the

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resources themselves. According to Prahalad and Hamel (1988), a firm’s “core competencies”

are the “collective learning in the organization, especially how to coordinate diverse

production skills and integrate multiple streams of technology”.

Barney (1991: 106) suggested that resources must meet four criteria to lead to a

competitive advantage: value, rareness, imperfect imitability, and lack of substitutes.

Commenting on Barney (1991), Monteverde (1997: 100) noticed that: “the concept of a

firm’s set of exceptional strategic resources as defined by the four considerations above has a

parallel in the transaction cost literature as the economic construct asset specificity”. While

core specificity and transactional specificity may be related concepts, they are also different.

Despite some theoretical support (Klein, Crawford and Alchian 1978; Williamson, 1985),

the link between transactional specificity and performance is not straightforward (Nooteboom,

1993; Lohtia, Brooks and Krapfel, 1994). While high core specificity leads to high

performance, high transactional specificity does not necessarily lead to high performance

(Leiblein, Reuer and Dalsace, 2002).

Relational Specificity

Beside transactional specificity and core specificity, we introduce an additional concept of

relational specificity. For an outsourcing client, relational specificity refers to the extent to

which specific resources must be developed to deal with a particular vendor instead of

carrying out an activity in-house (Dyer, 1997; Dyer and Singh, 1998). In the context of

service outsourcing, relational specificity has both a human and procedural dimension (Zaheer

and Venkatraman, 1995). Human specific assets are the skills and knowledge that employees

from the outsourcing client must develop to deal with the supplier (Anderson, 1985; Masten,

Meehan and Snyder, 1991). Procedural specific assets are the business processes of the

outsourcing client that must be customized to meet the requirements of the vendor (Malone,

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Yates and Benjamin, 1987).

When outsourcing clients make specific investments to adjust to their vendor, the resulting

routines have two characteristics. First, they are hard to alter once they have been established.

Second, they are not easy to transfer to another vendor. Hence, relational specificity increases

switching costs and the extent of damage in case of a “hold-up” from the vendor. On the other

hand, it also increases the value of the relationship for the partner, which reduces the

likelihood of a “hold-up” (Asanuma, 1989).

RESEARCH HYPOTHESES

Transactional Specificity and Contract Density

Outsourcing creates an inter-organizational relationship between the client and an outside

vendor. When specific assets are transferred to the vendor, there is a high risk of “hold up”

(Klein, Crawford and Alchian, 1978). Vendors may also seek to standardize the transferred

assets to benefit from greater economies of scale (Ang and Cummings, 1997: 250). This may

result in poor performance or low quality goods rendered to the client. In order to avoid such

standardization, outsourcing clients need to develop complex contracts that can shelter them

from the potential opportunism of the vendor.

The relationship between asset specificity and the complexity of governance structures is a

key assumption of TCE. As Dyer (1997: 535) very clearly stated: “The standard (transaction

cost) reasoning is that as asset specificity increases, more complex governance structures

(i.e., more complex contracts) are required to eliminate or attenuate costly bargaining over

profits from specialized assets”. In the case of outsourcing, complex governance structures

means elaborate contracts with detailed clauses. While most empirical studies using TCE have

tested the link between asset specificity and one of the three governance structures (i.e.,

market, hybrid form and firm), no study has empirically explored the impact of asset

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specificity on a large panel of contractual clauses. By extending Joskow’s (1985 and 1987)

approach to other clauses than duration, we suggest that the benefits of dense contracts

increase with the value of relationship-specific investments.

Hypothesis 1: The higher the transactional specificity, the higher the contractual

density.

Core Specificity and Contract Density

The resources that constitute the core business of a firm must be accumulated during a

long-term process (Dierickx and Cool, 1989; Foss, 1994; Quelin, 1996). When such resources

are transferred to outside vendors, elaborate contracts are necessary to avoid disruption.

Contracts that are not sufficiently dense may not be resilient enough and force the client to

switch vendors or reintegrate an outsourced activity. Because resource accumulation is a

complex and long process, frequent vendor switches or reintegration of an outsourced activity

can be very detrimental to the client.

Contrary to the link between transaction specificity and contract density, the link between

core specificity and contract density is not related to the opportunism hypothesis (Conner and

Prahalad, 1996). Elaborate contracts are necessary to make sure the competitive advantage of

the client will not be threatened (by switching vendors or reintegrating the outsourced

activity) rather than shelter it from the opportunism of its vendor. Hence, we hypothesize a

positive impact of core specificity on the density of outsourcing contract.

Hypothesis 2: The higher the core specificity, the higher the contractual density.

Relational Specificity and Outsourcing Contract Complexity

Relational specificity must be clearly distinguished from transactional specificity. While

transactional specificity refers to the specificity of the outsourced activity, relational

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specificity characterizes the specificity of the relationship with a particular vendor. When a

firm entrusts a vendor with an activity, business process assets dedicated to this particular

outsourcing relationship are developed. These business process assets incorporate both a

human and procedural component (Zaheer and Venkatraman, 1995).

When relational specificity is high, trading partners are able to generate a “relational quasi-

rent” (Aoki, 1988). However, a higher degree of dependence due to investments in relation-

specific assets requires contractual safeguards so that the vendor may no opportunistically

appropriate the “relational quasi-rent”. At the same time, switching vendors must be avoided

as it may also result in the loss of the “relational quasi-rent” (Asanuma, 1989).

Hypothesis 3: The higher the relational specificity, the higher the contractual density.

Core Specificity and Transactional Specificity

Several authors have suggested that capabilities rely on highly idiosyncratic assets (Amit

and Schoemaker, 1993; Barney, 1997; Monteverde, 1997; Reve, 1990). For instance, Barney

(1997: 33) suggested that “resources and capabilities that build up over long periods of time

(history) are likely to be characterized by high levels of transaction-specific investments”.

Similarly, Amit and Schoemaker (1993: 35) contended that “capabilities … refer to a firm’s

capacity to deploy resources, usually combination using organizational processes, to effect a

desired end. They are information-based, tangible and intangible processes that are firm-

specific and are developed over time through complex interactions among the firm’s

resources”.

The underlying rationale of Barney (1997) and Amit and Schoemaker (1993) is the

following. In order to contribute to the competitive advantage of the firm and be core specific,

resources must meet four criteria: value, rareness, imperfect imitability and lack of substitutes

(Barney, 1991). In other words, to be core specific, resources must also be rare (i.e.,

idiosyncratic). However, this link between TCE-based and RBV-based concepts has yet to be

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empirically tested and improved.

Hypothesis 4: The higher the core specificity, the higher the transactional specificity

Environmental Uncertainty and Contractual Density

Most TCE-based empirical studies found that vertical integration is necessary when

relevant contingencies are either numerous or unpredictable. Williamson (1991) suggests that

organizational forms such as outsourcing are very sensitive to environmental uncertainty. As

adaptations cannot be made unilaterally (as with the market) or by fiat (as with hierarchy),

changes in outsourcing relationships require mutual consent.

When environmental uncertainty is high, outsourcing contracts should be very detailed to

make monitoring less difficult and facilitate adjustments (Klein, 1988; MacLeod and

Malcomson, 1993). Elaborate contractual clauses should be built in the contract to permit

adjustments as events unfold (Masten, 1984) and avoid constant renegotiations aimed at

reaching mutual consent (Walker and Weber, 1984). More recently, options theory has

suggested that higher levels of uncertainty require flexible provisions and lead to complex

contracts (Trigeorgis, 1998). Hence, we propose that environmental uncertainty also has a

positive impact on contractual density.

Hypothesis 5: The higher the environmental uncertainty, the higher the contractual

density

Contractual Density and ex post Transaction Costs

The link between the content of outsourcing contracts and transaction costs is quite

straightforward. According to Balakrishnan and Wernerfelt (1986: 348): “As the number of

contingencies in the contract goes up, it becomes more expensive to write, monitor and

enforce”. When a contract contains elaborate clauses, the ex post transaction costs are high

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because of the expenses involved in: (1) ensuring that the vendor fulfills the contractual

requirements (i.e., monitoring costs) and (2) enforcing the contractual clauses (i.e.,

enforcement costs) (Barthelemy, 2001; Williamson, 1991). Thus, the more complex the

contracts, the more expensive it becomes to manage the relationship with the outsourcing

vendor. However, this link has seldom been tested and there has not been a lot of change since

Williamson (1985: 105) observed: “A common characteristic of (TCE-based empirical)

studies is that direct measures of transaction costs are rarely attempted”.

Hypothesis 6: The higher the contractual density, the higher the ex post

transaction costs.

The hypotheses are summarized in Figure 1 below.

<-------------- Insert Figure 1 about here -------------->

RESEARCH METHOD

Sample and Data Collection

We collected detailed primary data on outsourcing operations through a survey of

European and American firms. As there was no systematic database on “vertical

disintegration” operations, we conducted an exhaustive electronic search of two major

databases: ABI/INFORM-GLOBAL and REUTERS. We were able to compile an initial

sample of 816 “vertical disintegration” outsourcing contracts signed between 1992 and 1997.

We chose this time frame because we wanted to exclude older outsourcing contracts, as the

managerial turnover for these contracts would have led to the gathering of inaccurate

information on the conditions under which the contracts were signed.

The survey was carried out in four phases. First, measurement scales were developed based

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on relevant literature and interviews with twenty European and non-European managers

responsible for outsourcing contracts. Thereafter, the questionnaire was tested with three

French managers. Based on their responses, the pre-test was revised and re-tested with three

Anglo-Saxon managers (i.e., one American, one British and one Australian). Finally, we

mailed the questionnaires to senior executives in charge of managing outsourced activities for

the 816 companies in our initial sample. According to the single respondent approach, these

executives are those most apt to provide the necessary information (John and Reves, 1982).

Two follow-up letters were sent after the initial mailing.

A total of 91 completed questionnaires were received, representing a response rate of

approximately 11%. Of these 91 questionnaires, 9 could not be used because of missing data,

leaving 82 useful questionnaires. As the dependent variables were measured with the same

questionnaire as the independent variables, common methods may skew the results (i.e.,

respondents may give self-justifying answers). In order to overcome the methodological

limitations of self-report measures, we sought to develop “objective” measures for all the

dependent variables (i.e., contractual clauses and ex post transaction costs).

We were also concerned about the validity of our measurements because we relied on

questionnaires completed solely by outsourcing clients. However, Heide and John (1990)

found that buyers and suppliers share consistent perceptions of exchange relationship

attributes. A potential response bias was tested for by comparing the respondents and non-

respondents on two key criteria: total sales and number of employees. The data were obtained

from Compact Disclosure and Kompass Europe (i.e., its European equivalent). This common

technique was used in previous outsourcing studies such as Teng, Cheon and Grover’s (1995)

and Ang and Cummings’s (1997). Like Teng, Cheon and Grover (1995), we randomly

selected a sub-sample of 30 non-respondents and compared their total sales and number of

employees with those of the 82 respondents. The results of the t-tests (respectively t = 0.346

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for total sales and t = 0.625 for number of employees) showed no difference at the

significance level of 0.05. Hence, it is possible to generalize the results of the study to the

entire sample.

Measures and Variables

The constructs were operationalized with a mix of original and adapted scales derived from

the conceptual definition of each construct, the relevant literature and field interviews.

Transactional Specificity

Though transactional specificity is probably the most important TCE concept, there is no

commonly accepted method for operationalizing it (Lohtia, Brooks and Krapfel, 1994; Klein

and Shelanski, 1995). Generally, assets are considered to be specific when they cannot be

redeployed for alternative uses (Klein and Leffler, 1981; Williamson, 1985: 53). In the case of

outsourcing, employees and equipment are transferred to the vendor. Hence, the

“redeployability” criterion does not make much sense. Consistent with previous research

(Anderson and Weitz, 1986; Poppo and Zenger, 1998), we operationalized asset specificity as:

(1) the cost of switching vendors; (2) the time needed to switch vendors; (3) the cost of

reintegrating the outsourced activity; (4) the time needed to reintegrate the outsourced

activity. All four variables were measured on a five-point Likert scale ranging from “very

low” to “very high”.

Core Specificity

There is no accepted tool to evaluate the degree of core specificity of an activity. While

criteria such as value, rareness, non-imitability and non-substitutability (Barney, 1991) have

been developed to spot the “crown’s jewels” of the firm (Montgomery, 1995), they are not

very useful to compare outsourced activities. Hence, we operationalized core specificity with

a mix of criteria from the managerial literature. The four items were the: (1) degree to which

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the activity contributed to the overall profitability of the firm (Barney, 1997; Quinn and

Hilmer, 1994); (2) degree to which the activity was integrated within the firm (Quinn and

Hilmer, 1994; Willcocks, Fitzgerald and Feeny, 1995); (3) degree to which the activity

enabled the firm to differentiate itself from its competitors in the eyes of the customers

(Leonard-Barton, 1992; Stalk, Evans and Schulman, 1992); (4) degree to which the activity

was viewed as strategic (Teng, Cheon and Grover, 1995). All four variables were measured

on a five-point Likert scale from “very little” to “very highly”.

Relational Specificity

Consistent with Zaheer and Venkatraman (1995), we operationalized relational specificity

as the extent to which: (1) dealing with the outsourcing vendor implied changes for the

employees in the client firm; (2) dealing with the outsourcing vendor implied changes for the

overall functioning of the client firm. Both variables were measured on a five-point Likert

scale from “very little” to “very highly”.

Environmental Uncertainty

We operationalized environmental uncertainty as the difficulty to assess the future needs of

the outsourcing clients in terms of required: (1) technology (Balakrishnan and Wernerfelt,

1986; Walker and Weber, 1984, 1987); (2) activity level (Anderson and Schmittlein, 1984;

Walker and Weber, 1984; John and Weitz, 1988); (3) performance level; and (4) vendor

skills. The last two variables were included in our research upon the suggestion of managers

from the field interviews. All four variables were evaluated on a five-point Likert scale

ranging from “very easy ” to “very hard to assess”.

Contractual Density

Regarding contractual density, we had to develop our own measures based on the long-

term contract literature. Six different clauses were operationalized: (1) duration (Jokow, 1985

and 1987); (2) control clauses (Halvey and Melby, 1996); (3) incentive clauses (Klein and

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Leffler, 1981; Cusumano and Takeishi, 1991); (4) price clauses (Crocker and Masten, 1991;

Joskow, 1988b); (5) flexibility clauses (Joskow, 1988a) and (6) end of contract clauses

(Masten, 1988; Wiggins, 1991). For each clause, we summed three to five dummies derived

from literature (see the Appendix 1).

Ex post Transaction Costs

Our measure for transaction costs is based on Williamson (1985) and Wallis and North

(1986). These authors suggested that the costs associated with employees working in

transaction functions (i.e., functions not directly associated with production) could be used as

a direct estimate of transaction costs. Consequently, we operationalized ex post transaction

costs as: (1) the number of employees responsible for monitoring the contract and managing

the relationship with the outsourcing vendor, (2) the annual cost of monitoring the contract

and managing the relationship with the outsourcing vendor. In order to avoid

heteroscedasticity problems (i.e., disproportionate effect from a skewed distribution), the log

transform of both variables was used in the analyses. Finally, it should be noted that our

measures do not capture the remaining residual loss from choosing outsourcing over vertical

integration (Hill, 1995). We focus exclusively on the cost borne to reduce “shirking” in

outsourcing relationships.

Control for Response Bias and Data Heterogeneity

Industry

Our data were collected in randomly selected industries. Existing evidence indicates that

industry type has no impact on outsourcing strategies (Loh and Venkatraman, 1992; Teng,

Cheon and Grover, 1995). However, we opted to include a binary dummy variable for service

and industrial sectors.

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Type of Outsourced Activity

Most empirical studies on service outsourcing focus on Information Technology (IT) (e.g.,

Ang and Straub, 1998; Saunders, Gebelt and Hu, 1997; Lacity and Willcocks, 1998) and

Research and Development activities (e.g., Pisano, 1990; Ulset, 1996). As we believe the TCE

framework to be sufficiently powerful to simultaneously handle different activities, we used a

sample composed of different service activities. As IT and telecommunications are the most

“pervasive” activities, we included a dummy variable for IT and non-IT activities (Applegate,

McFarlan and McKenney, 1999).

Geographical Origin

Since we collected data both in Europe and North America, a binary dummy variable (i.e.,

European and American outsourcing contracts) was included to control for the impact of the

geographical origin.

<-------------- Insert Table 1 about here -------------->

Statistical Method

Two statistical techniques were used to test the model: Partial Least Square (PLS) and PLS

regression. PLS (Lohmöller, 1989; Hulland, 1999) was preferred over LISREL (Jöreskog and

Sörbom, 1989) because it requires less stringent assumptions about the randomness of the

sample and the distribution of variables. It is also better suited to deal with small data samples

(Fornell, 1982; Wold, 1982, 1985). We also resorted to PLS regression (Umetri, 1996). PLS

regression is a statistical method that can deal with multicollinearity issues. Multicollinearity

becomes a concern when there are high correlation among the independent variables. Our

model has built-in multicollinearity. For instance, we simultaneously expect: (1) core

specificity to impact transactional specificity; (2) core specificity and transactional specificity

to impact contractual density. The PLS regression algorithm was initially developed by Wold,

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Martens and Wold (1983) and Wold, Albano, Dunn, Esbensen, Hellberg, Johansson and

Sjöström (1983). It has been very frequently used in chemistry but it can be very useful for

management studies as well. Its mathematical properties have been described in Helland

(1988) and Höskuldsson (1987).

ANALYSIS AND RESULTS

The model was estimated in two stages. First, we used PLS to evaluate the reliability and

validity of the measurement model (i.e., links between manifest and latent variables). Second,

we used PLS regression to study the causal relationships within the structural model (i.e.,

links between the latent variables).

Measurement Model Results

Three criteria must be used to assess the adequacy of the measurement model (Hulland,

1999), the results of which were obtained through PLS (Lohmöller, 1989). Individual item

reliability was assessed by examining the correlation (i.e., loadings) of the manifest variables

with their respective latent variable. Individual item reliability is usually deemed acceptable

when it is higher than 0.7 (Nunally, 1978). The item “cost to reintegrate the outsourced

activity” was dropped as its loading was below 0.5. While most other items had loadings

higher than 0.7, the loadings of the contractual density items were generally comprised

between 0.6 and 0.7. As this paper is the first to operationalize contractual density, we

considered these measures to be exploratory and decided to keep all six items. (see Table 2).

Convergent validity was assessed through the “internal consistency” measure1 (Fornell and

Larcker, 1981). Internal consistency is deemed acceptable when higher than 0.7. As shown in

Table 3, the constructs all have acceptable internal consistency. Discriminate validity was

1 Internal consistency = (Σ λyi)2 / ((Σ λyi2) + Σ var (εi))

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assessed through Average Variance Extracted (AVE)2 (Fornell and Larcker, 1981). For

discriminant validity to be acceptable, the correlation between latent variables must be

inferior to the square root of the AVE of every latent variable. As shown in Table 4, this

criterion is met for all pairs of constructs.

<-------------- Insert Tables 2, 3 and 4 about here -------------->

Structural Model Results

The structural model results were obtained through PLS regression (Umetri, 1996). The

PLS regression coefficients and R2 can be interpreted as multiple regression coefficients and

standard R2 (see Table 5).

<-------------- Insert Table 5 about here -------------->

Hypothesis 1 was supported (β = 0.25; p < 0.01). High transactional specificity results in

dense contracts. The higher the level of transactional specificity, the higher the risk of “hold

up” (Klein, Crawford and Alchian, 1978) and asset standardization (Ang and Cummings,

1997). In order to deal with a potentially opportunistic vendor, elaborate contractual

safeguards must be developed.

Hypothesis 2 was supported (β = 0.15; p < 0.05). Core specificity has a positive impact on

the density of outsourcing contracts. Firms that outsource activities close to their “core

business” need to have a total control over the vendor to avoid disruption. Hence, they tend to

develop tight and precise contracts.

Hypothesis 3 was supported (β = 0.11; p < 0.10). Relational specificity has a positive

2 Average Variance Extracted = Σ λyi2 / (Σ λyi2 + Σ var (εi))

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impact on the density of outsourcing contracts. When outsourcing clients adapt to their

vendors, they tend to develop elaborate contracts to protect the “relational quasi-rent”.

Hypothesis 4 was supported (β = 0.22; p < 0.05). Core specificity has an impact on

transactional specificity. This result suggests that activities that are close to the “core

business” of a firm also rest on transaction specific assets.

Hypothesis 5 was supported (β = 0.21; p < 0.01). The higher the uncertainty about the

future needs of the outsourcing client, the more elaborate clauses must be included in the

contract in order to deal with unexpected contingencies.

Finally, hypothesis 6 was also empirically supported (β = 0.34; p < 0.01). Dense

outsourcing contracts lead to high monitoring and enforcement costs. In other word, every

contractual clause has a cost.

Control Variables

As the data used in this paper were heterogeneous, we also tested whether the findings

were robust over different countries, industries and activities. Of the three variables, only

“activity” turned out to have a positive and significant impact on the dependent variables. IT

outsourcing operations are generally characterized by higher contractual hazards, which result

in denser contracts and higher ex post transaction costs. In order to further explore the impact

of this variable, we re-ran the model on two sub-samples (i.e. IT activities vs. non-IT

activities). Our findings turned out to be robust even when splitting the sample into IT

outsourcing vs. non-IT outsourcing operations. Hence, the logic of our model was respected

regardless of industry, country or activity characteristics.

DISCUSSION

TCE is the main framework to discriminate between activities that should be internalized

and activities that should not. Our study used constructs from standard TCE such as

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transactional specificity and environmental uncertainty. However, the unique characteristics

of outsourcing (e.g., transfer of an in-house activity to the vendor, further need to access to

service…) may limit the explanatory power of TCE. In order to take the unique characteristics

of outsourcing into account, we introduced the concepts of core specificity and relational

specificity. We focused on outsourcing as a way to vertically disintegrate that means the firm

has largely invested in specific assets before contracting out. As several managerial studies

(Huber, 1993; Cross, 1995; Quinn, 2000), we stressed the critical nature of the relationships

between outsourcing clients and their vendors, especially for services that have direct

connections with manufacturing and the “core businesses”.

In this paper, we decomposed the concept of specificity into three different dimensions.

While the concept of transactional specificity is classic, core specificity underlines the fact the

firm has previously invested in resources that were valuable and rare enough to serve its

strategic objectives. Obtaining an efficient relationship with the vendor also requires some

specific procedures and interfaces between the client and the vendor (i.e., relational

specificity).

The three dimensions of specificity we decomposed were found to be positively associated

with contractual density. The contractual density was also significantly related to the ex post

transaction costs. One other variable of interest –the environmental uncertainty– had positive

effect on contractual density. From this analysis, we can begin to construct a sketch of the

outsourcing decision which (1) is related to specific assets, (2) requires a contract that is dense

enough, (3) induces ex post transaction costs. These findings mean that if Williamson’s view

(1975, 1985) that asset specificity increases transaction costs can be valuable, it must be

carefully qualified. Certain characteristics of contract (e.g., penalties, incentives, and

monitoring) can compensate the opportunism risk and mitigate hazards. The analysis of

contract content must consider how contract clauses create incentives but also how they favor

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self-enforcement (Klein, 1996). As contracts are always incomplete, it is often useful to make

the relationship self-enforcing over a large range of post-contractual conditions. This is why

our “contractual density” construct includes both control, incentive and flexibility clauses. We

also integrated features that are specific to outsourcing contracts such as end-of-contract

clauses.

Outsourcing is quite paradoxical as it consists in entering a contractual agreement with a

vendor after investing in-house. The TCE empirical literature has repeatedly stressed that

asset specificity and uncertainty diminish the attractiveness of outsourcing as compared to

vertical integration (Anderson and Schmittlein, 1984; Masten, 1984). Provided the contract is

dense enough, our results suggest that it may be appropriate to outsource activities even when:

(1) the level of specificity is high; (2) environmental uncertainty makes performance

specification, verification and monitoring difficult. Therefore, even if they help reinforce the

core business, support service activities may not necessarily be internalized.

Hill (1990) questioned Williamson’s (1979) assumption that if asset specificity is high,

outsourcing should be replaced by vertical integration because of the risk of opportunism.

Some scholars have also argued that asset specificity is not a sufficient condition for vertical

integration (Walker and Poppo, 1991). Our study suggests that firms may outsource specific

assets even when the level of environmental uncertainty is high.

In this paper, we have shown that the various types of specificity and environmental

uncertainty both have a positive impact on ex post transaction costs via an increase in

contractual density. Quite noticeably, our results contradict conclusions from the managerial

literature. For example, Lacity and Willcocks (1998) argued that short-term contracts are

always better than long-term ones. Harris, Giunipero and Hult (1998) found that flexible

contracts should always be used. On the contrary, our results suggest that there is no “one best

way” and that the clauses should be contingent on the contractual hazards.

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The findings with respect to specificity and uncertainty are consistent with the findings of

Leiblein et al. findings. The TCE perspective is bolstered by the significance of variables

related to transactional specificity and environmental uncertainty. Our results are somewhat

different from those of previous examinations of make or buy decision (Lacity and Willcocks,

1998). The data here support Joskow’s findings (1985, 1988) of significant relationship

between specificity and long term contracting. Moreover, the results of this study contribute

to a better understanding of what is possible to contract in case of high level specificity. In

sum, the link between contractual hazards, contractual density and ex post transaction costs

improve the TCE predictions.

Limitations

While this study provides important implications for firms, it also has several limitations.

First, we focused on outsourcing agreements and did not study the rationale for outsourcing.

Second, our “contractual density” variable did not capture the increasing role of trust and

partnerships between outsourcing clients and vendors. The study basically suggested that

managers craft elaborate contracts when they face high contractual hazards. However,

relational norms such as trust could be used as substitutes for dense contracts or even vertical

integration (Uzzi, 1997; Dyer and Singh, 1998). Third, since we wanted to avoid crude and

imprecise proxies, some of the constructs were based on the personal evaluation of managers

involved in outsourcing decisions. Although managers in charge of outsourced activities

responded to the survey, meaning that the quality of their responses is assured, the reliability

of our variables was not tested on a very large sample. Despite these limitations, this study is

one of the first to empirically investigate outsourcing as a means to vertically disintegrate, and

hopefully, will open doors for further research.

Future Research

Several future research directions seem promising. First, the interplay between the formal

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and informal sides of outsourcing relationship management could be further explored. In this

paper, we have focused on the formal side (i.e., the contract) rather than on the informal side

(i.e., relational norms and trust). From the literature, it is still not clear whether relational

norms and contracts should be viewed as substitutes or complements. Some authors contend

contracts are costly substitutes for relational norms (Uzzi, 1997). Contracts may even prevent

relational norms from developing as they signal distrust (Ghoshal and Moran, 1996;

Macaulay, 1963). On the other hand, formal contracts and relational norms may be seen as

complements.

The second promising research avenue is the impact of boundary decisions on the various

dimensions of firm performance. To date, little is known about the performance outcomes of

sourcing decisions. Expected outsourcing benefits include cost reduction, quicker response to

changes in the environment, and focus on the core business (Quinn and Hilmer, 1994). On the

other hand, outsourcing may result in a loss of capabilities vis-à-vis actual or potential

competitors (Bettis, Bradley and Hamel, 1992). An intermediate position is that the

performance of sourcing decisions is contingent on contractual hazards. While the strategy

literature has paid a great deal of attention to the factors that influence sourcing decisions,

little empirical work has focused on the performance implications of these decisions (D’Aveni

and Ravenscraft, 1994; Masten, 1993; Poppo and Zenger, 1998).

Further research could also give some thought to how current sourcing decisions are

influenced by past ones. Argyres and Liebeskind (1999) have recently introduced the notion

of governance inseparability to describe situations where there are interdependencies between

sourcing decisions. More generally, the RBV suggests that firms that have a great deal of

outsourcing expertise are more likely to outsource further activities than firms with less

refined outsourcing skills (Barney, 1999).

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APPENDIX: CONTRACTUAL DENSITY

Contract duration Control clauses

1. Service level reports with service level measures 2. Regular client and supplier meetings 3. Internal or external end-user surveys 4. Annual review 5. Cash penalties for nonperformance

Incentive clauses 1. Cash bonuses in case of performance superior to that specified in the contract 2. Risk and reward sharing 3. Extension of the outsourcing contract to other parts of the outsourced activity

provided the performance of the supplier is sufficient 4. Escalation procedures

Price clauses 1. Fixed price 2. Price indexing of price on a market average cost 3. Prices indexing on best vendors’ prices through « benchmarking »

Flexibility clauses

1. Adjustment of charges to changes in your business with a guaranteed minimum volume for the supplier

2. Adjustment of charges to changes in your business with non-guaranteed minimum volume for the supplier

3. Evolution of technology towards market standards End of contract clauses

1. Material reversibility with supplier assistance at the end of the contract (i.e., option to re-buy premises or equipment)

2. Human reversibility with supplier assistance at the end of the contract (i.e., option to hire employees of the supplier)

3. Material reversibility with supplier assistance in case of anticipated contract severance on your behalf

4. Human reversibility with supplier assistance in case of anticipated contract severance on your behalf

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Figure 1. Theoretical model

Contractualdensity

Transactionalspecificity

Relationalspecificity

H3 (+)

H4 (+)

Corespecificity

H6 (+)Ex post

transaction costs

Environmentaluncertainty

H5 (+)

H1 (+)

H2 (+)

Table 1. Sample description Industry N % of sample Manufacturing 52 63% Services 30 27% Country Europe 62 76% North America 20 24% Activity Information Technology 44 54% Non-Information Technology 38 46%

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Table 2: Loading by construct Variables used in the model Loadings

(ξ1) Core specificity Degree to which the activity contributed to the overall profitability of the firm Degree to which the activity was integrated within the company Degree to which the activity enabled the company to differentiate itself from its competitors in the eyes of the customers Degree to which the activity was viewed as strategic

0.84 0.70

0.82 0.80

(ξ2) Relational specificity Extent to which dealing with the vendor implied changes for the employees of the client firm Extent to which dealing with the vendor implied changes for the overall functioning of the firm

0.95

0.81

(ξ3) Environmental uncertainty Difficulty of evaluating the future needs in terms of expected technology Difficulty of evaluating the future needs in terms of expected activity level Difficulty of evaluating the future needs in terms of expected performance level Difficulty of evaluating the future needs in terms of expected vendor skills

0.86 0.77 0.73 0.84

(η1) Transactional specificity Time to switch suppliers Time to reintegrate the outsourced activity Cost to switch suppliers

0.91 0.74 0.70

(η2) Contractual density Duration Control clauses Incentive clauses Price clauses Flexibility clauses End of contract clauses

0.85 0.60 0.59 0.68 0.62 0.62

(η3) Ex post transaction costs Number of employees in charge of monitoring the contract and the relationship with the supplier (log) Cost per year of managing the contract and the relationship with the outsourcing supplier (log)

0.91

0.96

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Table 3: Internal consistency and Average Variance Extracted by construct

Latent variables Number of items Internal

consistency Average Variance

Extracted (ξ1) Core specificity 4 0.87 0.61

(ξ2) Relational specificity 2 0.88 0.78

(ξ3) Environmental uncertainty

4 0.88 0.64

(η1) Transactional specificity 3 0.83 0.62

(η2) Contractual density 6 0.82 0.43

(η3) Ex post transaction costs 2 0.93 0.87

Table 4: Correlation between latent variables Latent variables (ξ1) (ξ2)

(ξ3) (η1) (η2) (η3)

(ξ1) Core specificity 0.78 0.25 0.14 0.23 0.28 0.17

(ξ2) Relational specificity 0.88 0.16 0.23 0.19 0.14

(ξ3) Environmental uncertainty

0.80 0.34 0.39 0.21

(η1) Transactional specificity 0.79 0.47 0.42

(η2) Contractual density 0.66 0.41

(η3) Ex post transaction costs 0.93

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Table 5: PLS regression parameters with control variables

Latent variables (η1) Transactional

specificity

(η2) Contractual

density

(η3) Ex post

transaction costs

(ξ1) Core specificity 0.22** 0.15**

(ξ2) Relational specificity 0.11*

(ξ3) Environmental uncertainty

0.21***

(η1) Transactional specificity

0.25***

(η2) Contractual density 0.34***

Industry 0.04 -0.02 -0.02

Country 0.04 -0.06 0.12

Type of outsourced

activity

0.26** 0.20*** 0.16*

R2 0.13 0.27 0.32

* p < 0.10 , ** p < 0.05 , *** p < 0.01

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