4. Análisis de datos
4.3. La aplicación del modelo gavilán (paso 1)
4.3.1. Percepciones frente a la implementación del modelo gavilán (paso 1)
Some o f the conclusions obtained from the data analysis are relevant not only to
scholarly debates in the field o f management, but also to the evolution o f the quality of
decision-making and implementation processes among managers and management
consultants. This section is a brief overview o f some o f the study’s possible implications
for the management o f acquisition processes. The presentation is divided into three parts,
following the groups o f primitives considered in the performance framework (Figure
4.2): pre-acquisition characteristics o f resources, post-acquisition integration decisions,
and the creation o f an integration capability.
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7.3.1 Target Selection
One broad indication from the study results is that the issue o f selecting the
'“right” target should receive a different type of emphasis. In terms of the magnitude o f
effect on acquisition performance, the characteristics o f the target firm are less relevant
than the type o f integration decisions made after the completion o f the transaction, and
not as critical as the development o f a capability specialized in the management o f the
transition phase. That is not to say the issue should not receive an adequate degree o f
managerial attention, but the attention should be distributed wisely among all three
drivers o f acquisition performance.
In terms o f what characteristics to prioritize in the target selection process,
another perhaps counterintuitive finding is that the quality o f the resources might be a
more relevant issue than the degree o f similarity o f the target’s resources to the
acquirer’s. Relatedness, though an important antecedent o f the potential for exploitation
o f economies o f scale and scope, comes at a price that might have been underestimated in
past treatments o f the problem. It raises the stakes for the integration phase, as a large
portion o f the value creation potential might be paid out at the negotiation table, and the
remaining part has to be ““deserved” by the acquiring firm through superior performance
in the integration process.
A more important screening criterion seems to be the room for improvement o f
the target’s current performance, as most o f the gains acquirers typically are willing and
able to achieve com e from the pursuit o f cost efficiencies within the acquired
organization. The acquisition o f superior performers requires the creation o f value over
and above the higher premium paid, which seems to be possible only through the
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effective use o f the opposite mechanism for value creation (i.e., the transfer o f superior
practices from the target to the acquirer, or '‘inverse learning”). According to the data
gathered, however, that condition is rarely satisfied, as the acquisition o f high-performing
targets is associated with lower levels o f performance after control for all the other
conditions measured in the study.
The lesson, then, might be that acquiring firms systematically overestimate their
own willingness and/or ability to leverage the resources and capabilities within the
acquired organizations to create value from the improvement o f their own performance.
It also confirms some o f the qualitative impressions from the field study: most o f the
acquirers interviewed would not consider changing their own systems or products or
practices when they acquired a target with objectively superior features.
7.3.2 Post-acquisition Integration
Identifying the type o f integration approach to follow after completion o f the
transaction is a crucial step toward achievement o f performance objectives in both
theoretical and managerial terms. The study provides additional empirical evidence for
that argument. As reported in section 7.2, the selection o f one particular combination of
the two decisional dimensions studied can signify the difference between creating and
destroying a substantial amount o f wealth.
The approach that dominates the menu o f integration strategies identified in
section 4.1 is characterized by a high level o f organizational integration and a low degree
o f replacement o f the top management team. Figure 7.2 reports some quantifiable
measures, based on the tested models, o f the performance implications o f that consensus-
based approach.
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From a managerial standpoint, however, the key challenge seems to be to
combine the set o f indications with the selection criteria summarized above. Managing
the acquisition o f a poor, or even average, performer without automatically taking the
shortcut o f replacing the top management team might not be a trivial feat. One possibility
would be to avoid the conundrum and stick to a non-replacement approach, which could
become part o f a routinized integration practice. However, such approach might turn into
a hazardous simplification because routinizing or codifying this particular type o f
decision compounds its negative impact on performance.
That dilemma offers a good example o f how the three classes o f explanation are
interdependent: low quality targets should be managed with a high replacement approach,
which does not, however, need to be routinized. There is no simple solution. A careful,
deliberate assessment o f the personal qualities o f the top managers for each one o f the
acquisitions considered seems to be an unavoidable necessity.
7.3.3 Integration Capability
The most important piece o f learning that the research offers for managers,
however, stems from its core motivation. The goal o f the study was to explore and
possibly explain how firms can create and develop organizational capabilities specialized
in the management o f post-acquisition integration processes. That task is very complex
from both theoretical and empirical standpoints, but accomplishing it is crucially
important for managers and their advisers.
First, the analysis supports the claim that such capabilities can actually be
constructed through the tacit accumulation o f direct experience in the management o f
integration processes. Yet, it also suggests that such experience usually is not sufficient 145
and must be combined with a cognitive effort entailing the explicit rationalization and
codification o f the lessons learned from the (generally) few experiences. Firms can learn
how to manage highly infrequent, complex, and heterogeneous tasks only by investing
time, energy, and resources in their efforts to understand the scarce evidence. The
creation o f support tools in either paper or electronic form is also useful for the protection
such tools provide against the loss o f institutional memory and for the diffusion o f the
crystallized wisdom.
The second important lesson from the data is that, however useful for the
construction o f institutional capabilities, knowledge routinization and codification are
double-edged swords that should be used with discretion by managers who are fully
aware o f their limitations. Certain decisions, for example, should not be made subject to
routinization processes, as the benefits from easing the cognitive load might be
outweighed by the detrimental effects of applying lessons tacitly absorbed in certain
domains to inherently different contexts. Rationalizing and codifying on the basis o f too
small a sample or with insufficient managerial attention (Ocasio, 1997) entails the risk o f
accumulating “superstitious” learning (Levitt & March, 1988), risk that is compounded
by the presence o f strong path dependencies in those types o f decisional processes.
One final normative indication from the results is that firms should develop a
portfolio o f integration routines from which the discriminating acquirer can select the
most opportune one according to the specific characteristics o f the M&A context
considered. Some o f the banks that participated in the survey were working toward a
similar goal by developing, for example, distinct integration routines for smaller as
opposed to larger bank acquisitions, and for non-bank versus bank targets. That approach
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appears to combine the benefits o f a routinized implementation process with those o f a
cognitive effort in the development o f the codified routines, as well as the deliberate
decision-making process influencing the selection o f what routine to trigger, based on the
specifics o f the acquisition context.