Bidding Wars Over R&D Intensive Firms: Knowledge, Opportunism and the Market for Corporate Control

Abstract

There are number of competing (and complementary) theories of the firm seeking to explain the scope and boundaries of organizations. Two prominent competitors are the knowledge-based theory of the firm (KBTF) and transaction cost economics (TCE). These differ in that the KBTF seeks to explain the scope and existence of firms independent of opportunism, the driving force behind transaction cost economics (TCE). The KBTF implies that, as knowledge intensity increases, organizational boundary decisions are increasingly driven by knowledge management concerns, rather than by opportunism. For example, there may be a need to co-locate functions to facilitate knowledge transfer or communication. If this is true, then as R&D-intensity increases, the KBTF should gain explanatory power over TCE. In contrast, the results of this study suggest that problems of opportunism may increase with R&D intensity. That is, as R&D intensity went up, managers actively discouraged bidding wars (e.g., by granting lockup agreements). Managers may even be able to buy the firm themselves at a discount since rivals are unlikely to emerge. This is generally thought to run counter to shareholder interests and thus represents a problem of opportunism that is best addressed with a TCE or agency theoretic approach. As such, TCE seems to gain explanatory power as knowledge intensity grows. Implications for further research are suggested.

Note: This is a description of the article and not the actual abstract.

Keywords: Knowledge, Opportunism, Competitive Advantage, Mergers & Acquisitions

JEL Classification: G34, L22