Structural Adjustments in the Acquiring Firm in International Corporate Acquisitions

Diplomarbeit von Christian Beßer

Abstract:

Today’s tempo of global change and technological development often does not allow organizations to keep pace with the help of endogenous growth strategies. „Surviving in global competition is the driving force of the recent takeover boom,” setting demands on the top management of any firm aspiring to expand abroad. As a result, acquisitions become an inevitable management instrument, even though it is vulgo accepted to be a chancy pathway. The terms „acquisition” and „takeover” are part of the mergers and acquisitions parlance and both will be used interchangeably throughout the thesis. Prominent recent examples as the international takeover attempts of E.ON/Endesa and of Mittal Steel/Arcelor demonstrate the topicality of the subject.

The purpose of this thesis is to study structural adjustments, which are required in order to integrate a cross-border acquisition into the acquiring firm’s organizational structure. In particular, the central point is on the human resource factor during an international takeover. Furthermore, an analysis of negative internal corporate forces, which are threatening efficient outcomes and an answer to how such forces might be prevented, is given.

By focusing on a merely domestically operating company of a medium size, the thesis examines a theoretical initial takeover of a foreign competitor. The post-acquisition structural adjustments of the acquiring firm is of particular interest, using two specific hypothetical organizational structures, the functional and the divisional structure, to illustrate the optional adjustments in the organizational architecture of the acquiring firm. Throughout this thesis, the terms organizational „structure”, „architecture”, „design”, and „arrangement” will be used synonymously. The objective to pursue is the full and successful incorporation of the acquired firm by trying to minimize time and costs needed for the integration process.

To begin with, section two introduces motives, which firms pursue when acquiring a corporation. For instance analyzing the theory of diversification and distinguishing between the motives of operating and financial synergy. Furthermore, section two does specifically delineate several rationales for international takeovers by presenting prominent cases and linking them to fundamental economic theories. Moreover, the various reasons for a failure of cross-border acquisitions, differentiating (amongst others) between internal and external risks, are presented. With the introduction of the process of acquisition and its evaluation, section two concludes and leads over to part three.

Within the third section, the focal point shifts from facts and the analysis of transnational corporate acquisitions towards the actual process of adjusting the organizational structure in order to integrate a cross-border takeover. First, the theoretical types of organizational structures, which are in focus of the thesis, are introduced and analyzed while outlining the objectives to pursue with structural adjustments. Additionally, section three provides a detailed suggestion of how to adjust the organizational architecture in the specific case of this thesis. Potential problems, which may arise throughout this process, are outlined, concentrating on internal corporate specific challenges.

Section four provides a detailed theoretical approach to antagonize counterforces during structural adjustments after a transnational takeover. Additionally, a chronological fragmentation of the process of structural change is offered which afterwards is used to apply the initially introduced theory to prevent counterforces of structural realignment. Throughout this thesis, the terms „change”, „realignment”, „adjustment”, and „transformation” will be used as a synonym for modifications in conjunction with the organizational structure. Furthermore, section four provides selected applicable examples of how to cope with specific contrarian forces during times of change, followed by a critical analysis of these commendations.

Finally, the conclusion presents a perspective on the applicability of the suggested tools by elucidating the challenges it may have to encounter during daily business routine. Additionally, section five is concluding with an outlook for further research, which emerges to be valuable for academic discourse.

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