January 29th, 2007at 05:33am William Dunk
Back in 1999, Peter Drucker wrote about “The Real Meaning of the Merger Boom.” In a punchy essay for the Conference Board’s Annual Report, the guru for all gurus proclaimed, “there is no merger boom today.” End of story.
In fact, he made clear that “in total dollar volume,” it was a zero sum game. De-mergers, unnoticed, were equal to the mergers. Moreover, “the majority of today’s mergers are defensive, the majority of yesterday’s were offensive.” If anything, this has simply become more the case in 2006 and 2007. For example, the major auto companies, so enamored of mergers for a while, have now taken to joint ventures. Many, many mergers today are consolidation plays, tactical efforts to hang on in dying businesses, pulling together wounded enterprises that think they can afford heart surgery when they are large enough to pay the bill.
Drucker could have gone on to point out that history is littered with mergers that subtracted value for shareholders and society. Even the wave of industry consolidations that have taken place from 2000-2007 may in the end prove strategically short-sighted –investments in dying industries without regard to tomorrow.
“The truly important developments in corporate and economic structure today are not the mergers and de-mergers. They are, largely unnoticed or at least unreported, new and different ways of corporate structure, corporate growth, and corporate strategy….the real boom has been in alliances of all kinds, such as partnerships, a big business buying a minority stake in a small one, cooperative agreements in research or marketing, joint ventures, and, often, ‘handshake agreements’ with few formal and legally binding controls behind them.”
Drucker spotted the real boom – alliances. But an utter fascination with the doings of Wall Street, even in our highest political councils, has distracted all of us, riveting us on merger headlines and concealing from us this deep enduring trend of our time.
The most adroit of a new breed of global chief executive gets it. Such is Carlos Ghosn who turned around Japan’s Nissan Auto, peeling away layers of fat instead of adding extraneous divisions. He went from massive losses to $7 billion in profits and wiped out $23 billion of debt. Nissan’s 11% operating profit margin has made it the most profitable of the world’s big automakers (See Economist, February 26, 2005, p. 66). Now to head Renault as well, Ghosn has said that the power of the alliance between them lies “in its respect for the identities of the two companies, and on the other, in the necessity of developing synergies.” If Nissan had been fused with Renault, failure would have followed.
We ourselves are very aware of the negatives that crop up with mergers. It was only a short time after Allegheny Airlines absorbed PSA and Piedmont Airlines (both better companies than it incidentally) that the combined market value of the three added up to less than the value of each of the components prior to their homogenization. This unhappy trinity, once known as Agony Airlines to wags in the Northeast, has since become the teetering bankrupt U.S. Airways, affectionately called UseLess Airways by its passengers. After many false re-starts, it is hoped that America West’s management, which took over U.S. Air, can run the new combined airline to better effect.
As well, one can not overestimate the size of the merger friction costs imposed by investment bankers, lawyers, and accountants who created and distorted this and other stillborn combinations. Reduced friction costs for continuing operations have traditionally been the excuse for bloated business combinations and expensive asset bases, but this does not at all account for the absolutely horrendous sunk costs imposed by middlemen in the merger/de-merger process. In fact, the mechanics of mergering themselves often distort the shape of the resulting enterprise, creating a lumbering creature nobody envisioned. But the financial and strategic costs that lard the merger process are well obscured by the middlemen and their sales people who make such a good living off of such transactions.
There are broad conceptual reasons as well why a collaborative model free of hierarchy and legalistic strictures is productive of much more economic value. With increasing amounts of the work to be done by corporations in advanced economies consisting of knowledge and professional services chores involving far different workflows, the fuel for business activity consists of pockets of intelligence that are broadly distributed throughout the world, often outside the corporation. One cannot accumulate the human resources one needs to play on a global scale within one’s walls. Organizations need to tap into a multitude of other organizations. And they need to avail themselves of workers strewn about the globe—some in outsourcing companies and others entirely on their own.
Charles Handy finds that “many organizations have more people working outside them than they have inside them.” Furthermore, “only about half the working population is working inside an organization.” The successful company, with perhaps only 20% of its workforce on its own payrolls, has to learn to virtually coordinate companies and independent workers who are bound to it by no more than a handshake. Handy chats about this brave new world in “The Future of Work in a Changing World” in an interview with Aurora Online.
For the past 10 years the goal of our own staff has been to divine the rules of the road for the still emerging collaborative enterprise. In every way, they fly in the face of all the dogmas we laid out for the corporation in the 20th century. For this reason, the postulates of collaboration are usually counter-intuitive. Consider here just two examples:
Rule 1: At best the chief executive should be a fish out of water. Take a look at Nissan. Carlos Ghosn was born in Brazil in a Lebanese immigrant family, then had a French education first in Lebanon and later at the Ecole Polytechnique where he studied engineering. For openers he turned around Michelin, the tire company, in Brazil to begin with, then in America. He went on to become a cost-cutter at Renault. Louis Schweitzer, the very original business mind who headed up Renault, posted him to Nissan with little in-France business experience and not even a smidgeon of Japanese grounding in his system. But he was effective because he could bring a pan-global outsider’s objectivity to Nissan. He succeeded in part because he was an alien from outer space. He was the stranger who could see what makes the natives tick and who had no sentimental ties to sever as he cleaned house.
Rule 2: The best alliances are very, very unlikely. For instance, Kirin Beer, once the IBM of the Japanese beer business, came to George Rathmann of Amgen as he was getting ready to ramp up production of Epogen. It contributed its fermentation production techniques to the biotech company, as well as a slug of capital. Rathmann has since acknowledged that its role was central to the growth of Amgen into a multi-billion dollar company. Most likely, a start up will find that the process knowledge it really needs lies 10,000 miles away in a dramatically different industry and in a vastly different culture. But, of course, the Japanese bring special skills and excellence to manufacturing which is why, as we used to say, that the American dream got interrupted by the Japanese clock radio.
Alliances are best, then, if they overcome all the inbreeding tendencies of conventional businessmen. The dynamics of mergerdom tend to preclude such unlikely alliances.
What’s at issue here is how to devise an organizational model that encourages rapid, insistent global learning by an organization. As we have said elsewhere in “Better Learning Networks,” (see item #187) researchers at the Santa Fe Institute have come to understand that there is an optimal coupling within an organization that encourages learning. It is simply too hard for knowledge to interpenetrate an organization where the bonds are made of steel rather than nervous tissue.
Those who think about software systems have come up with the same insight in respect to information systems. Ubiquity interviewed us about collaboration a while back. There we reference an article by John Seely Brown and John Hagel called “The Joy of Flex” in which they said, “”Loose coupling makes it easier to improvise without worrying about disruptions elsewhere in the system.” While hardwired systems afford short-term cost advantages, they are costly in the end, since they cannot accommodate the disruptions imposed by global realities. Likewise, we would contend, merged companies achieve a rigidity that is antagonistic to agile behavior.
If alliances are the fluid organizational form that should dominate our business activity, many head-in-the-sand executives don’t know it. Squabblers debate about the value of strategic alliances and how to make them work. This is all rather academic. Alliances are very much a fact of life in our lean business society, and so the only option for the business generalissimo is to saddle up the horse and see if he can ride this new kind of stallion.
Well, the future is always a bit uncomfortable until it is past.