interview)*)laurencecapron)analyzescorporate development’s ... · pdf...
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Interview -‐ Laurence Capron analyzes corporate development’s build, borrow and buy options -‐ Brian Leavy One of the most difficult challenges for most strategists is how to sustain corporate growth. This is particularly acute for established companies that have reached a scale where further double-‐digit expansion is no longer conceivable without diversifying into new areas. The overall corporate track record to date has been unconvincing at best, with too much value being destroyed. Waves of merger and acquisition activity may culminate in later rounds of corporate restructuring, while diversification through internal corporate venturing (ICV) may devolve into ‘‘periods of intense ICV activity . . . followed by periods when such programmes are shut down again, only to be followed by new ICV activities a few years later,’’ as management experts, Robert Burgelman and Liisa Valikangas, noted some years ago.[1] So what are we still missing in our approach to corporate development that might help us to turn the odds in our favor? This is the question that Build, Borrow or Buy: Solving the Growth Dilemma (HBR Press, 2012), by Laurence Capron and Will Mitchell, sets out to address. Dr Capron is the Paul Desmarais Chaired Professor of Partnership and Active Ownership at INSEAD and director of the school’s executive education program on M&A and corporate strategy, and she has been examining such issues in depth in her own research and consultancy activities for more than a decade. One the major findings reported in her book is that too few companies consider the full range of ‘‘build, borrow and buy’’ options in their corporate development efforts, while the odds for success significantly favor those that do, and do it in a disciplined and systematic way.[2] Her interviewer, Brian Leavy, is the AIB Professor of Strategic Management at Dublin City University Business School ([email protected]) and a Strategy & Leadership Contributing Editor. Theme 1: the changing context for corporate development and the need to consider the full range of resourcing options Strategy & Leadership: In your new book, Build, Borrow or Buy, you make the case that companies need to consider the full range of corporate development pathways to effectively pursue strategies for growth. In today’s business environment, why is this both pressing and opportune? Laurence Capron: Many companies rely on a single growth mode instead of considering the full range of options and selecting the growth mode that best fits the market conditions and their resource constraints. For example, over-‐reliance on internal growth (build) can make your company slow to acquire the new resources you need to survive in a fast moving environment. Making too many acquisitions (buy) within a short period of time can lead to organizational incoherence and fragmentation, while relying too heavily on licenses, contracts and alliances (borrow) can make you vulnerable to your partners’ shifting priorities. Choosing carefully among different growth modes, and developing the right blend of options, will help you take speedy advantage of emerging opportunities, while minimizing the cost of doing so. S&L: Can you give some examples of companies that employ the full range of growth options to advantage? Capron: Johnson & Johnson (J&J), in the pharmaceutical industry, is a good example of how firms can blend effectively internal innovation with acquisitions. J&J is widely regarded as one of the world’s most innovative and reliably successful companies and has built a sophisticated sourcing discipline that allows it to adapt continuously to changes across its product segments and geographies. This discipline adroitly mixes internal development and acquisitions, combined with active post-‐acquisition integration and ongoing reshuffling of its resource portfolio. A further example is Essilor, the French-‐based global leader in the corrective lenses sector. This company has always put internal innovation as the heart of its growth strategy, while at the same time using external pathways to tailor its development of disruptive technologies through research partnerships with leading research institutions like CNRS and Stanford University, research joint ventures like that with Nikon in Japan and also acquisitions. S&L: What are the risks in attempting to pursue multiple modes simultaneously?
Capron: There is the risk of spreading your resources too thinly, especially when it comes to execution, and it can be hard to exploit the benefits of learning and specialization, if some depth of expertise is not allowed to develop in the use of particular tools. The important thing to remember is that each of these growth modes is a just tool, not your strategy. Some companies that pride themselves on their M&A expertise, for example, often fail to make this important distinction, and choose the tool even when it isn’t the most appropriate. S&L: One of the biggest impediments to more companies adopting a multiple mode approach is what you refer to as the ‘‘implementation trap.’’ What is this and how does the overall perspective offered in your new book help companies to avoid this danger? Capron: Firms that tend to rely on only one or two growth options, like internal development and M&A can often fall into an ‘‘implementation trap,’’ where execution problems are immediately suspected when outcomes are disappointing, when the real problem lies further back in inappropriate mode selection. The trap is insidious because failure to recognize when the issue is one of selection rather than implementation only tends to compound the problem through doubling down on the wrong response. For instance, R&D cultures and teams typically prefer to develop future capabilities through organic innovation. As one executive at a leading European telecom firm told us: ‘‘We have superb technical skills on the engineering side. Internal people tend to think they should be given a chance to do it on their own. We need to break this perception barrier . . . We need to develop a capability to manage alliances and acquisitions. The issue is how you bring such process skills into our peoples’ mindset.’’ By ignoring opportunities to employ a broader range of growth modes and by failing to understand what circumstances suit the different modes of obtaining resources, firms resort to their historical biases and often fail to adapt themselves to the present-‐day strategic realities they face. To help companies to avoid this danger by making the executives aware of their own biases and helping them to ask the right questions we devised a ‘‘Resource Pathways’’ framework (Exhibit 1). Theme 2: internal development and when to build S&L: In looking at the different pathways in your framework, why do too many firms tend to turn to internal development without enough consideration given as to whether it is likely to be the most effective option in any given context? Capron: Most businesses naturally think of internal development first when they need new resources because resource ownership, with proprietary control over intellectual property, often goes hand in hand with sustainable competitive advantage. Furthermore, maintaining strong internal capabilities also enables firms to be more effective in screening, evaluating and integrating external knowledge. It also makes them more attractive as business partners when it comes to forming alliances or acquisitions. However, executives making growth decisions often choose internal development reflexively, without first assessing the resources they need to develop. They forget that no pathway is inherently superior to others; superiority is solely a function of context. So they are often reluctant to seek needed resources externally, believing that success is ultimately a matter of devoting enough money and effort to internal projects. North American automakers GM and Ford historically fell into this trap. They were determined to develop and manufacture most components in their own subsidiaries, even though in-‐house knowledge of some technologies lagged behind the market and superior hird-‐party options were available. This overreliance on internal development was one reason the firms lost their strong leads in the global auto industry. Certainly, they would often have been better served had they turned earlier to external sourcing.
Exhibit 1 - The Resource Pathways Framework: full model
S&L: Your framework says that the key consideration in determining whether to choose the internal development mode is the ‘‘relevance’’ of the firm’s internal resources. How should ‘‘relevance’’ be assessed? Capron: To assess it, we focus on two dimensions. The first is knowledge fit, which considers how closely your existing knowledge base aligns with the targeted resources. The other dimension is organizational fit, which refers to the compatibility of your established systems and values with those needed to develop the targeted resources. Many executives recognize the importance of knowledge fit, but too few carefully consider organizational fit. Media companies, for instance frequently faced internal resistance when attempting to parlay existing print-‐media skills into the digital domain. A media executive from a company that combined its print and online newsrooms told us that journalists from the print newspapers removed their names from online articles – which they regarded as lower in quality, credibility and sophistication. The cultural divide between the print and digital units hampered the diffusion of skills across the whole organization. S&L: What are the some of the biggest mistakes that companies tend to make when it comes to dealing with this relevance question and how best might they be avoided? Capron: Many companies overestimate the relevance of their internal resources. Yet we need to push ourselves to be honest and clear-‐eyed about whether our existing skills really are strong enough to meet the competitive challenges and opportunities that we face. Companies often grossly underestimate the gap between what they have and what they need. Established European telecom firms in the late 1990s often fell into that trap when they began to move into the data-‐networking environment. Many of the early moves failed because they over-‐relied on their traditional internal skills and development processes. Eventually, they found that they needed to use
alliances and acquisitions to complement their internal R&D. Similarly, most media firms have been struggling to add and blend digital activities with their traditional printed activities. For instance, Axel Springer, the leading German publishing group, quickly discovered that it couldn’t generate enough growth by turning traditional print into digital formats. So it changed paths and embarked on multiple acquisitions of ‘‘native’’ internet businesses like AuFeminin.com Theme 3: external pathways – when to borrow, when to buy S&L: Traditionally, firms have tended to think in terms of simply build or buy. Why have they been slow to look at intermediate ‘‘borrowing’’ options such as contracts or alliances? Capron: In their mania for control, executives often fall for M&A as a seductive shortcut, yet 70 percent of acquisitions fail, so firms tend neglect these borrowing options at their peril. Used appropriately, options such as basic contracts and alliances can provide access to third-‐party resources under more flexible terms and at lower risks and costs than an acquisition. M&A is inevitably an expensive and complicated entanglement that should only be pursued as a last resort. Overemphasizing the need for control and leaping unnecessarily to acquire a company can lead you to waste time and investment capital. And you will also miss opportunities to learn from a variety of independent partners, ultimately inhibiting your ability to refresh core resources. However, when it comes taking full advantage of the borrowing option, it is also important to recognize, as emphasized earlier, that an external sourcing strategy is most effective when coupled with strong internal capabilities that will help you absorb new knowledge into your firm. Relying exclusively on external sourcing makes the firm vulnerable and partner-‐dependent. For example, the Romanian automaker Dacia manufactured licensed versions of French Renault models for more than thirty years without ever developing a single indigenous model (Renault acquired Dacia in 1999). In contrast, Korean automaker, Hyundai, initially developed cars in collaboration with Ford, but ultimately was able to successfully market its own model. S&L: The main issue to be addressed, you argue, in choosing a contract over an alliance is whether the targeted resource is ‘‘tradable.’’ Under what conditions do contracts work best? Capron: Obtaining and absorbing resources from others using contracts can be difficult because firms may know little about available external resources, their true market value, or the prospects for obtaining comparable resources from alternate suppliers. So, there are reasons to be cautious. That said, the issues are often manageable and the benefits plentiful. Contracting is most appropriate when you have clarity about resource definition (including resource value and the required supporting relationships), and when neither partner ventures unprotected into contractual arrangements. We refer to cases in which both resource clarity and value protection are high as modular agreements. In a modular agreement, it is straightforward to describe not only the resources you want to trade (by license or other contractual mechanism), but also the terms that will protect the value of the trade for both parties. In practice, modular agreements are common. For example, Eli Lilly has secured more than 200 licensing agreements over the past two decades, comprising contracts that confer rights to compounds, products, delivery technologies and devices, development and production processes, software and geographic markets. On the other hand, it is often difficult, if not impossible, in many situations to delineate and to protect current and/or future resources with enough clarity to make a contract workable. For example, in 2007, Raytheon’s legal office formed a contracts-‐based partnership with five other companies to develop an IT system for border inspections in the United Kingdom. The £650 million ‘‘Trusted Borders’’ project involved extensive technical uncertainty as well as open-‐ended commitments by the partners. Over the next three years, the project encountered substantial coordination problems and failed to produce a viable product. The British government finally suspended the project in 2010. In such cases, alliances or other more complex inter-‐organizational relationships are almost always the better option for obtaining targeted resources. S&L: When does acquisition become a better option than alliance, and what are the key considerations involved?
Capron: Alliances tend to work best when the exchange of knowledge and other resources requires focused engagement by partners who share compatible goals, where the effective interface between the activities of the two partners is quite confined, and the number of employees involved in coordinating the partnership interactions is relatively small. As the complexity of collaboration rises, alliances require more structure and control, along with more nuanced forms of pay-‐off for all parties. For example, the international partnership between Renault and Nissan is a successful complex alliance that is held together with substantial formal structure, involves significant operating collaboration in areas such as market development and supply chain management and uses cross-‐equity holdings help to keep incentives aligned. In cases where the coordination needs are even more extensive and the partners clearly have different strategic needs, unified ownership through acquisition may then become the most compelling way to fully exploit the combined resources. However, acquisitions require many steps to exploit their potential value, and the real killer in most failed deals is weak post-‐merger integration. Even firms experienced in M&A struggle with this. Although some firms manage to develop repeatable templates that fit some types of acquisitions, even experienced firms need to adapt their practices for integration planning and practice as they move into new markets and businesses. In a real sense, post-‐merger integration is more job-‐shop ingenuity than assembly-‐line automation. Post-‐merger integration will be feasible only if you can clearly map the integration process and sustain the motivation of key people at both firms. Overly centralized control can harm cooperation between target and acquirer, and destroy the value of the combined resources; yet too little control may lead to lost opportunities for value creation. If you decide that you will not be able to integrate properly, you should take a further look at less integrative options, such as alliances or partial acquisitions. Theme 4: managing the resource portfolio dynamically S&L: You highlight the need for ‘‘build-‐borrow-‐buy’’ resource sourcing portfolios to be re-‐evaluated on an ongoing basis and realigned when necessary. Why do many companies find this difficult to do, and what are the consequences of failing to do it? Capron: Revisiting your past choices requires that you understand the roots of challenges that you now face. When resource-‐development projects encounter challenges, the problem often lies beyond the reach of such ‘‘implementation trap’’ remedies as working harder at what you already do and resides instead in the type of control you are exerting over exploiting the resources. This may no longer be appropriate, and may even have been the wrong approach from the start, so change may be required. For instance, if you made an acquisition when conditions actually favored an alliance, then you are paying the financial and organizational costs of exerting excessive control. Acquisitions typically exact higher set-‐up and integration costs than other sourcing options. Organizationally, burdening the acquired firm with the bureaucratic complexities and demands of the acquirer’s corporate structure can impair its esprit de corps, de-‐motivate its employees, and hamper its innovative productivity. Faced with these prospects, you should explore ways of giving the target firm a longer leash, including significantly more autonomy. Similarly, changing circumstances could compel you to revisit your ‘‘borrow’’ choices. Where once it made perfect sense to rely on a basic contract to obtain key resources, the time may have come for more engagement than a contract or alliance can provide, and acquisition or the building of a new internal competence may now be the only sensible alternatives (Figure 7.1).
Figure 7.1 - The selection capability cycle
S&L: In realigning these portfolios, you argue that corporate leaders need to distinguish carefully between their ‘‘internalized’’ and ‘‘borrowed’’ resources. Why does this distinction become so important when revisiting past choices? Capron: It is important to recognize that internal development and M&A are different ways of arriving at the same place, gaining possession of new resources over which you can exercise complete control. Whether you developed them yourself or secured them through acquisition, the resources become internalized. By contrast, resources obtained through your contractual and alliances partners are only borrowed – to the extent that you remain dependent on partners for current and future exploitation of the resources. The distinction is crucial when you come to revisit past choices, because you require different mechanisms in order to change your level of control over internalized versus borrowed resources. For instance, for borrowed resources, you can terminate a contractual relationship with a resource partner. However, to divest resources that you bought through an acquisition or built through internal development tends to be more painful and costly, and companies are generally too slow to take this step. S&L: Can you give an example of a company that effectively managed its resource realignment process? Capron: An excellent illustration is Danone, the French-‐based multinational in the food sector. Since deciding to redefine its mission as bringing ‘‘health through food to the largest number of people,’’ the company has substantially restructured its resource portfolio over the last decade, shifting emphasis away from staples such as cereals and biscuits to concentrate on four key lines in the ‘‘healthy food’’ arena – fresh dairy foods, baby nutrition, medical nutrition and bottled water. Over half of Danone’s total revenues now come from fresh dairy products, where the company has become the world leader with a strong collection of innovative yogurt-‐based products. Building upon this platform, the company has also established itself as a global leader in both infant and medical nutrition, and world # 2 in bottled waters. Realignment involves two main directions, securing greater control over resources of increasing strategic value, and while reducing or relinquishing control over those that are becoming more and more
peripheral. In realigning its corporate portfolio in line with its new health-‐oriented mission, Danone took multiple steps to increase its control over resources within the health and nutrition domains, including intensifying its R&D investment into probiotics (build), a key technology, while increasing its equity stakes in some of its strategic partners (borrow), like Yakult in Japan, and Avesthager in India, and moving to outright acquisition in the case of others (buy), like Stoneyfield Farm in the US. It also divested resources in indulgence categories such as biscuits and alcoholic beverages that, while still quite profitable, were no longer a good fit with its new strategic positioning. S&L: You encourage firms, big and small, to develop a ‘‘balanced portfolio’’ of build-‐borrow-‐buy initiatives, and to keep their pipelines stocked with internal and external sourcing opportunities. What are the main activities and challenges involved? Capron: Firms without adequate internal skills will struggle to absorb external resources effectively; those that cannot tap external sources will struggle to refresh their internal resources; and those without the ability to learn from contractual and alliance partners will face reduced flexibility, missing key opportunities to explore unchartered domains. In short, this is why you need to nurture a balanced portfolio of build, borrow, and buy activities. The next challenge is to choose between the different sourcing modes. Of course, without viable opportunities across the range of sourcing modes, you will have no choice but to fall back on what is available. To avoid that, you need to nurture a pipeline of build, borrow and buy opportunities. Firms that recognize the challenges of identifying and connecting internal resources often invest in corporate knowledge centers, best-‐practice databases, skill inventories, and knowledge maps. They also develop incentives for employees to free up time to identify and share knowledge. Cultivating a range of external options is valuable in exploring emerging product lines, geographic markets, business models, commercialization tools, and other exciting, but highly uncertain, new opportunities, and you can reduce the risks of using an unclear resource by engaging in exploratory activities. A well-‐rounded portfolio of resource skills should include three tools that will help you do this–partial acquisitions, spin-‐ins, and investments in relevant venture-‐capital funds. Any of these temporary mechanisms can transition to deeper engagement when opportunities become more clearly defined over time. S&L: Finally, what do you see are the biggest organizational challenges facing corporate leaders that might want to follow your advice and become more experimental with these multiple modes of growth? Capron: To succeed, CEOs and their top management teams need to learn how to identify the right ways to grow their company. In parallel, they must build the discipline within their company to choose and follow those multiple paths to growth, and be willing to risk experimenting with new modes of growth. This is not easy. CEOs must overcome the resistance of their entrenched teams and leaders. Internal staff often have a hard time accepting the distinctive quality of third-‐party resources, powerful M&A teams are often reluctant to turn a prospective acquisition deal into an alliance, while licensing and alliance teams might not be too willing to pass the relay baton to the M&A team when needed. In addition, some leaders themselves are compulsive shoppers and pride themselves on their deal-‐making savvy when looking to expand their companies, while others have the souls of inventors and engineers, leading them to prefer what they view as the integrity of organic growth. So, CEOs must also learn to recognize and overcome their own biases. Using the Resource Pathways Framework can provide the basis for developing and communicating a more convincing and compelling rationale for growth mode realignments in ways that colleagues across the organization will find much easier to relate to and support.
Notes 1. Burgelman, R.A. and Valikangas, L. (2005), ‘‘Managing internal corporate venturing cycles,’’ MIT Sloan Management Review, Summer, 26-‐34. 2. Capron, L. (2013), ‘‘Cisco’s corporate development portfolio: a blend of building, borrowing and buying,’’ Strategy & Leadership, Vol. 41, No. 2. This article is © Emerald Group Publishing and permission has been granted for this version to appear here http://www.build-borrow-buy.com/ Emerald does not grant permission for this article to be further copied/distributed or hosted elsewhere without the express permission from Emerald Group Publishing Limited.