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What are alternatives to mergers and acquisitions?
Joint ventures and strategic alliances.
When might contractual agreements be preferable to alliances or JVs?
When goals are specific and enforceable through a standard contract without needing shared control or investment.
Why might a contract not suffice?
If the relationship involves proprietary info, shared development, or long-term uncertainty.
What distinguishes strategic alliances and joint ventures from basic contracts?
They go beyond standard contracts with deeper collaboration and shared commitments.
How do strategic alliances and JVs compare with M&As?
They require less capital, less control transfer, and are easier to reverse.
What is a joint venture?
Two or more companies combine assets to achieve a defined business goal for a limited time while remaining separate entities.
How is a joint venture structured?
Often as a separate corporation or partnership with defined control, profit, and loss sharing.
What is the purpose of a JV agreement?
To outline control, profit/loss allocation, and operational roles.
When are JVs useful?
When companies can combine complementary resources for mutual benefit without full merger.
Example of JV between pharma and biotech firms?
Pharma brings marketing and manufacturing; biotech brings R&D capability.
How can JVs act as testing grounds?
They reveal cultural compatibility before deeper mergers or acquisitions.
List common motives for joint ventures.
Enhance R&D, secure supply sources, improve distribution, access foreign markets.
Do joint ventures avoid antitrust scrutiny?
No; antitrust laws apply if the JV reduces market competition.
Why might JVs face fewer regulatory challenges than M&As?
They are less permanent and can be unwound at lower cost.
What does positive JV announcement reaction imply?
Markets anticipate long-term value creation from collaboration.
How do JV returns compare to M&A returns?
Similar or modestly positive without large target premiums.
When do firms prefer JVs over contracts?
When transaction-specific investments create hold-up risks.
What are hold-up hazards?
Risks that one party’s specialized investment could be exploited after contract expiration.
What factors improve JV success?
High relatedness of partners’ industries and smaller partner size relative to the larger.
Why do smaller JV partners often gain more?
Because the JV represents a larger portion of their total business.
How can JVs support restructuring?
They allow partial divestiture or staged sale of a division over time.
List common JV problems.
Cultural conflicts, disagreements, weak commitment, IP misuse, or failure to achieve objectives.
What is a strategic alliance?
A less formal collaboration where firms share resources toward strategic goals while staying independent.
How do strategic alliances differ from JVs?
No new entity is formed; relationships are looser and easier to end.
Why do airlines form alliances?
To expand route networks and share flights globally.
What motivates R&D alliances?
To combine capital resources with specialized technological expertise.
How is governance different in M&A vs. alliances?
M&A: hierarchical control; alliances: bilateral control based on agreements and trust.
What do alliance knowledge transfers show?
Partners cite each other’s patents more, proving cross-learning effects.
What risks exist for smaller partners?
Larger firms might exploit shared knowledge for competitive advantage.
How can equity stakes reduce alliance risk?
They align incentives and deter opportunistic entry.
Which alliances show strongest announcement returns?
Technological alliances in high-growth industries.
How can alliances evolve into deeper deals?
They often precede joint ventures or M&As when partnerships prove successful.
How do alliances affect bondholders?
Positive bond returns (0.64–0.70%) from financial and operating synergies.
What are main sources of synergy in JVs vs. alliances?
JVs: financial synergy; alliances: operating synergy.
What main factors drive global bondholder gains?
Country governance quality and national culture.
What is the key takeaway on JVs and alliances vs. M&A?
They can create value with lower risk, cost, and regulatory burden, though gains are smaller.