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54 Cards in this Set

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equity alliance
an alliance where 2 or more firms take a joint ownership stake (one firm owns part of the other)
nonequity alliance
an alliance that does not involve the creation of a 3rd entity or a joint owernship stake (starbucks and barnes and noble)
joint venture
a type of equity alliance in which 2 firms both make an equity investment in a 3rd legal entity
factors that encourage/discourage opportunisism
opportunism: probably the factor that most limits the success of alliances -- doing someonthing that someone else might look down on
encourage opportunism
poor intellectual property protection; specific investments (assets that do not have multiple uses); infomration asymmetry (one of the partners has better access to info than the other)
discourage opportunism
trust (people are not entirely motivated by money); enlightened self interest (more profit can often be gained by avoiding opportunism
synergy
the combined benefit of activitities are greater than the sum of their parts
market value
the current market capitilization of the firm (share price x total shares)
equity alliance
an alliance where 2 or more firms take a joint ownership stake (one firm owns part of the other)
intrinsic value
the value of the firm for a particular buyer or seller -- buying the shares via a hositle takeover increases share price, expressing interest in a negotiated purchase increases the share price
nonequity alliance
an alliance that does not involve the creation of a 3rd entity or a joint owernship stake (starbucks and barnes and noble)
opportunism
risk that the target firm may articficially inflat its value
joint venture
a type of equity alliance in which 2 firms both make an equity investment in a 3rd legal entity
factors that encourage/discourage opportunisism
opportunism: probably the factor that most limits the success of alliances -- doing someonthing that someone else might look down on
encourage opportunism
poor intellectual property protection; specific investments (assets that do not have multiple uses); infomration asymmetry (one of the partners has better access to info than the other)
discourage opportunism
trust (people are not entirely motivated by money); enlightened self interest (more profit can often be gained by avoiding opportunism
synergy
the combined benefit of activitities are greater than the sum of their parts
market value
the current market capitilization of the firm (share price x total shares)
intrinsic value
the value of the firm for a particular buyer or seller -- buying the shares via a hositle takeover increases share price, expressing interest in a negotiated purchase increases the share price
opportunism
risk that the target firm may articficially inflat its value
culture clashes
occurs when firms with divergent cultures have difficulty with M&A's -- particularly risky when a large percentage of firm value is contained in human resources
causal ambiguity
high risk of it when interfering with protected synergies
product extension
M&A where the target compnay has an alternatively positioned product
market extension
m&A where the target company has an alternative geographic scope
m&a's as r&d
m&a where the target firm has access to a rare/novel technology
integration vs. independence
keep newly acquired firms independent to minimize the risk of degrading causally ambiguous competitive advantages and/or minimizing the risk of culture clash
industry life cycle
not all industries display this pattern (food/beverage) -- works well to describe industries driven by technology
what types of firms are likely to occur and when?
embryonic stage -- great uncertainty exists as to whether the underlying technology will be greatly accepted or not
--growth stage: major change, interally, large firms coming in, developing a target market
--maturity stage: cusotmers more price senstive, m&a activity
--decline stage: price compeitition, diff positions lose value
real options
the opportunity (but not the obligation) to take future action
-based on ideas related to financial stock options, assumes biz enviornment is too complex and dynamic to predict future success
real options investing approach
option to adjust an investment in response to unforseen market info

option to abandon investment in response to unforseen market info
advantages of real options
smaller initial investment, less risk, frees up resources (more probing can be done -- probing is a flexibility option), can more easily adapt to market dynamism and complexity
disadvantages of real options
could be outmaneuvered by an aggressive rival (flexibility is better in dynamic/undertain environment; focus better in stable environ)
could fall behind too far without realizing it
first movers
attempt to coincide their market entry with beginning of takeoff period (growth stage)
first mover advantage
only valuable if an inimitable, nonsub competitive advantage is achieved (reputational advantage -- apple, period of patent protection -tupperware)
cons of moving first
research and development, educating consumers
risks: p/s/ sparks interest but is flawed, unforseen technological shifts, lack of access to complimentary asset
fast followers
often do not want to see industry shakeup, worry that change in market demand may degrade value of exisitng assets, hope to enter industry for as long as possible
second movers/fast followers
attempt to profit from late entry, larger older firms, target consumer segment that first mover is not well positioned to serve...
innovators dilemma
firms have a choice between exploring for new capabilities and exploiting established ones --
explore - increased flexibility, more long term benefits
exploit - more immediate benefits, more certain, decreased complexity, best in stable
strategic positioning model
a 2x2 matrix that describes 4 generic strategies from which firms may choose -- used to align firm strategy with market demands
--categorizes firms on 2 dimensions (product differentiation vs. low cost strategy and broad target market vs. narrow target market)
focused differentiation
aim to differentiate based on a feature that has strong, but narrow customer appeal -- porsche, sandals resorts
broad differentiation
diff based on a feature that has broad consumer appeal (quality, reliablility) - coke, miller, target
low cost leadership
requires maintaining total costs that are lower than what it would cost competitor
focused low cost leadership
low cost position target at a specific consumer segment - hampton in and suites for business travelers
the agency problem
the agent manages a firm on behalf of the principals or owners -- the problem is mainly cuased by separating ownership from managerial control
--costs are shared (encourages misappropriation of resources)
--managers often cannot diversify as easily as owners (mangers more risk averse than shareholder)
monitoring agency problem
responsibility of the board of directors
--might include having regular board meetings, employing auditors to confirm mangers finanaicla and operating numers, hiring/firing execs
incentive alignment
primarily achieved through modifications to executive compensation -- golden parachutes used when a firm is acquired
--more effective than monitoring alone, easier to implement, pay incentives are primarily used to aling managerial and shareholder interests
CEO/chair position
situation where the board chair is also the CEO -- creates potential conflict of interest, can increase board's effectiveness as an advisor, illegal in most euro countries, over 80% of firms have CEO/chair
incentive alignment
pay for performance -- may more in absolute terms, can make increased payment when goals are reached
restrickted stock
stocks that cannot be sold or otherwise converted into cash until vesting (usually 3-5 years) choose projects that will pay off - long term oriented
bonus plans
year end payment for reaching some performance threshold -- makes managers more risk accepting, more short term oriented, can be tied to measures of performance oterh than short/long term orientation
stock options
gives teh holder the right but not the obligation to buy stock at the exercise price (usually price on date of issue) -- long/short term depends on vesting period, makes managers most risk acccepting
look at graphic
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exectuive stock owernship
firm managers own share of the firm -- makes managers more risk averse, holding share firm may theoretically sell them at any time
shareholders role in corporate governance
dispersion of ownership: describes the degree to which a firm's stock is owned by many small investors vs. a few large ones
block holders: shareholders that own a large percentage of a firm
institutional investors: firms that manage large sums of money for a 3rd party investors