B2. Corporate Restructuring Reconfiguring The Firm
B2. Corporate Restructuring Reconfiguring The Firm
B2. Corporate Restructuring Reconfiguring The Firm
REFERENCES
Linked references are available on JSTOR for this article:
https://www.jstor.org/stable/2486417?seq=1&cid=pdf-reference#references_tab_contents
You may need to log in to JSTOR to access the linked references.
JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide
range of content in a trusted digital archive. We use information technology and tools to increase productivity and
facilitate new forms of scholarship. For more information about JSTOR, please contact [email protected].
Your use of the JSTOR archive indicates your acceptance of the Terms & Conditions of Use, available at
https://about.jstor.org/terms
Wiley is collaborating with JSTOR to digitize, preserve and extend access to Strategic
Management Journal
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
Strategic Management Journal, Vol. 14, 5-14 (1993)
Corporate restructuring is an area of great interest most recent merger wave and the previous ones
to corporate strategy, finance and organizational is one of scale: the target for takeover has often
scholars. Aspects of restructuring have been been the large corporation, and the rationale
central to each field-for instance, the competi- advanced for many transactions is the search for
tive implication of changes in the firm's business greater efficiency through downsizing the firm.
portfolio have been central to research in Unlike the highly acquisitive period in the late
corporate strategy, while the effectiveness of sixties, the eighties have been marked by high
organizational structure changes has been levels of acquisitions, divestitures and buyouts
addressed in organization theory. Despite con- (see Bowman and Singh, 1990, for further
siderable research on aspects of restructuring, discussion). It is clear that the impact of
the relationship between restructuring and its restructuring has been felt in almost every sector
consequences for the firm and its stakeholders is of the U.S. economy. The reconfiguration of
unclear. A plausible explanation for this lack of European corporations in response to changes
consensus is that restructuring is a complex and in European markets suggests high levels of
multidimensional phenomenon. This Special Issue restructuring activity in many key areas.
presents research into various dimensions of In this introductory paper, we present an
corporate restructuring and its consequences. overview of the articles included in the Special
Although restructuring has gained great sali- Issue and a synopsis of executive presentations
ence in recent years, the sale of businesses or made at the Wharton School in the associated
acquisitions of other corporations is not new to conference, sponsored by the Reginald H. Jones
corporate America. The merger wave of the Center. Overall, this issue represents the state
1980s was the fourth since the beginning of this of art on corporate restructuring and will help
century. The principal difference between the to set the agenda for future research in the area.
0143-2095/93/050014-10$10.00
(? 1993 by John Wiley & Sons, Ltd.
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
6 E. H. Bowman and H. Singh
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
Corporate Restructuring 7
their views on challenges faced by managers. Dr. as part of the adaptation of the firm to the
Blaine Davis, Corporate Vice President for environment.
Strategy at AT&T, Dr. James Emshoff, CEO of Ongoing restructuring was also the theme of
Indecap Enterprises (and former President of Dr. James Emshoff's remarks. Dr. Emshoff
Citicorp, Diners Club) and Mr. Gene Remoff, suggested that restructuring is the major manage-
Vice President of Human Resources at ARA ment challenge of the 1990s. Several factors
Services spoke at the conference. converge to make restructuring the dominant
Dr. Blaine Davis discussed the postderegu- concern of top management. There is an ongoing
lation changes at AT&T after 1984. On January conversion of the economy to a service orien-
1, 1984, the company's revenues dropped by tation. International competition also has forced
more than 50 percent, its employment base by firms to downsize their operations to keep their
62 percent and its asset base by 70 percent, costs in line with competition. There is also a
because of the breakup of the predecessor deintegration of organizations occurring because
company into the successor AT&T and the of the rise of networking relationships between
operating companies. Although these figures the firm and its affiliates, Emshoff argued that
are misleading in the sense that assets were in many service industries, restructuring has
reallocated into the various successor companies, been very prevalent due to the delayering of
the perception of change at the level of top organizations. Because of the pervasiveness of
management was not unlike the very radical restructuring in service industries, firms which
downsizing presented above. From 1984 to 1990, are better prepared to take restructuring in their
there was a further downsizing of AT&T by stride will be better off than those which are
100,000 employees, to a total of 275,000 forced into it by crises.
employees, the size that exists today. In the Voluntary restructuring in the postbuyout firm
course of this downsizing, there were several was the theme of the presentation by Gene
new initiatives to restructure the organization. Remoff, of ARA Services (a major corporation
In post-1984 era, there have been three CEOs: which went private through a management buyout
Charles Brown, 1984-86, James Olson, 1986-88 in 1984). Remoff discussed how human resource
and Robert Allen, 1988-present. Brown broke management mirrored the new incentive structure
up the previous (prederegulation) centralized in the postbuyout firm after 1984. After the
management system, and Olson consolidated the financial restructuring, managers were very will-
company into 21 SBUs. Allen, in the period ing to undertake portfolio restructuring to
after 1988, has consolidated the 21 SBUs into redeploy the assets of the firm. In effect, after
four groups. AT&T has made large numbers of the buyout, a heightened emphasis on cash flow
acquisitions and alliances in the post-1984 period, enabled the firm to reduce its diversification by
with an explicit emphasis on building new selling off peripheral operations. The sale of
capabilities to compete in new product and assets facilitated the paydown of debt, and
geographic markets. The most salient move was the firm's equity value has increased through
the acquisition of NCR, with objective of operational efficiencies generated after the buy-
providing AT&T with a strong platform in out. Success following the buyout resulted in a
computer hardware and revitalizing AT&T's substantial increase in the number of managers
preexisting computer operations. with equity in the firm. The overall message of
The impact of AT&T's restructuring has been Remoff's presentation was that for firms in
positive from a shareholder value perspective, mature businesses with high levels of stable cash
with a doubling of income between 1984 and flow, a management buyout can be an effective
1991. From the point of view of employment, restructuring mechanism.
there has been a 33 percent decline in workforce, In sum, the managerial presentations at
and a major cultural change in the corporation, the conference indicated that decisions about
towards a more market-driven orientation. From restructuring have become a major part of
a top management point of view, there has been long-term strategic planning. The presenters
rapid progress into new markets, but accompanied believed that restructuring can be managed
by a sense that restructuring will be an ongoing effectively, but that there can be significant
process but with more of an incremental flavor, negative consequences associated with poorly
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
8 E. H. Bowman and H. Singh
managed restructuring programs. Managerial As shown in Table 2, the papers in this issue
approaches to restructuring correspond well to use a range of research methods, data sources
the 'crafting' metaphor of strategic decision- and theoretical lenses to study the phenomenon
making (Mintzberg, 1987), in the sense that of corporate restructuring. Theoretical lenses
many adjustments appeared to be necessary used in the articles in this issue range from
after the initial commitment to restructuring. agency theory (used or referenced by many
It was also clear from the postbuyout firm of the articles) to theories about employee
(ARA Services) that the management buyout motivation in the face of organizational change.
resulted in sweeping changes in the firm, in Research methods range from experimental
terms of its business portfolio, organizational methods to empirical designs involving archival
structure, incentives and human resource strat- data and pooled cross-sectional and time series
egy. Overall, the presentations underscored data. Units of analysis range from the corpor-
the multidimensionality of restructuring and ation to individual managers. The range of
emphasized the need to consider the conse- theories, methods and data sources highlights
quences of restructuring for competitive advan- the richness of the domain of corporate restruc-
tage, performance and stakeholders. turing. The diversity of theoretical lenses also
points to the multidimensionality of restruc-
turing.
PAPERS IN THE ISSUE
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
Corporate Restructuring 9
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
10 E. H. Bowman and H. Singh
their portfolios, while their U.S. partners payments would force managers to focus on
use the alliance as put options for financial their core businesses, and not squander cash
restructuring. flows from the core businesses in presumably
Bethel and Liebeskind study the effects of less rewarding diversification projects. The
the firm's ownership structure on corporate argument is most applicable in mature industries
restructuring initiatives in large firms during in which key success factors are very clear and
1981-87. They find that pressure to restructure where investments on research and new business
the firm came from blockholders, whose owner- development are not substantial enough to
ship of the firm's stock is positively associated absorb all the free cash flow (Jensen, 1989).
with downsizing and refocusing of the firm's An important vehicle for financial restructuring
operations. Increased levels of institutional was the management buyout, in which manage-
stockholding are positively related to growth ment teams, in conjunction with investor
but not increased diversification. Their results groups, borrowed large amounts of money to
are consistent with an agency theoretic expla- buy the firm from the public stockholders and
nation of corporate refocusing initiatives. take it private. The assumption was that taking
Johnson, Hoskisson, and Hitt investigate the firm private allowed managers to get high
the role of corporate boards in initiating equity positions within the firm, which in turn
restructuring. They find that outsider represen- motivated them to minimize wasteful financial
tation on corporate boards is positively associ- practices in the firm. An alternative to manage-
ated with corporate restructuring. Emphasis ment buyouts was the leveraged recapitali-
on strategic controls is negatively associated zation, which did not result in the firm going
with board-initiated corporate restructuring. private, but also represented infusion of large
Increased equity stakes of managers and board amounts of debt in the firm.
members are negatively associated with restruc- Long and Ravenscraft address the investment
turing. Their study of restructuring initiatives strategy of the leveraged firm in their paper.
indicates that board involvement in restructur- They address the controversy regarding the
ing is higher when controls on managerial removal of key slack resources in the firm as a
decisions and performance are not tied effec- response to excessive leveraging (Lowenstein,
tively to strategy and when managerial equity 1985). Investment in research and development
stakes in the firm are relatively low. is a key area of strategic investment, and one
Zajac and Kraatz investigate strategic and which can best typify the costs of excessive
organizational change in the higher education leverage. Long and Ravenscraft find that firms
industry. Using longitudinal data over the last tend to spend less on R&D following a buyout
two decades, they show how colleges have than their industry average. Further, R&D
restructured their degree programs in response expenditure drops by about 40 percent after an
to environmental change. They show that LBO. However, they also find that R&D-
portfolio restructuring for these colleges is a intensive LBOs outperform their publicly held
predictable, common and performance-enhan- (non-LBO) peers in their respective industries.
cing response to changes in their environments. Post-LBO performance is higher by about 15
The study underscores the interconnection percent on average than pre-LBO performance.
between changes in the business portfolios of The implication of the work is that LBOs do not
service organizations and the organizational pose a long-term public policy problem.
dimensions of restructuring. Gibbs studies the relative importance of free
cash flow, takeover threats, and corporate govern-
ance (board composition and concentration of
FINANCIAL RESTRUCTURING equity ownership) in determining financial and
portfolio restructuring. All three of the forces
An approach to restructuring that received a listed above influence financial restructuring.
lot of attention in the 1980s was the assumption Financial restructuring is equally explained by
of large amounts of debt by public corporations. free cash flow and by corporate governance
This assumption of debt was driven by the indicators. On the other hand, portfolio restruc-
notion that the pressure of high interest turing is not influenced by free cash flow, but
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
Corporate Restructuring 11
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
12 E. H. Bowman and H. Singh
employees, the higher level of motivation in product base, going for broader market cover-
response to the threat of future layoff may age through this vehicle, rather than efficiency.
come at the hidden cost of excessive worry. Thus, fairly radical organizational changes
The paper by Reilly, Brett, and Stroh addresses accompanied business portfolio shifts in these
the effect of corporate turbulence on managers' organizations, without dire economic conse-
attitudes towards their jobs and careers based quences to the organizations involved.
on a survey of middle managers in 49 business In the area of financial restructuring Long
units of 17 large corporations. They find that and Ravenscraft discuss R&D spending in post-
organization breakup is positively associated with LBO firms, and indicate that in fact post-LBO
career loyalty (as opposed to company loyalty), firms have better operating performance after
as is financial restructuring. Growth is positively buyout. Also, firms with high levels of R&D
associated with career loyalty and with job spending after buyout tend to perform better
involvement. The implication is that managers than their industry peers. Thus, financial
have realized that the high corporate turbulence restructuring, when accompanied with invest-
they have witnessed is likely to continue. As a ment in key strategic activities, can be effective
result, they are prepared to change organizations, for the firm.
and have therefore focused more on their careers. Hurry, in an options formulation of restruc-
In particular, younger managers have high levels turing, represents alliances as option invest-
of career loyalty and place a lower premium on ments by both partners. Alliances can be real
job security than more experienced managers. strategic call options (to be scaled up in
An implication is that if the economy improves, the event of a positive future outcome) for
firms may note a high level of turnover among restructuring the portfolio of one partner, and
their managers, who were waiting for better can be a put option (in the event of a poor
times to look for new opportunities. financial outcome) for the other partner. Thus,
Overall, the research presented in this issue an options formulation of alliances can be
reports on patterns of organizational restructuring precursors to larger scale restructuring moves
that can be effective for the firm. The research by parent firms, as uncertainty about pay-offs
also shows some of the consequences of organi- is resolved.
zational restructuring on employee motivation In a study of the incidence of restructuring,
and career loyalty. Bethel and Liebeskind point out that block-
holder ownership is significantly correlated with
corporate restructuring, specifically downsizing
of the firm. Their findings also indicate that
CONCLUSION institutional ownership in the firm is positively
associated with the expansion of the firm, while
After reviewing the various approaches taken in insider ownership is not related to the incidence
researching elements of corporate restructuring, of restructuring. This research underscores the
we note the high level of diversity in theories importance of linking the ownership structure
and in research questions investigated in each of the firm to restructuring.
area. Despite the variety, there are some Gibbs, in his study of the incidence of
common threads. restructuring, finds that free cash flow in the
Several papers in the issue show how restruc- firm leads to financial restructuring, and firms
turing can in fact be a successful adaptation of with more outsiders on their boards are less
the firm to its environment. Zajac and Kraatz likely to restructure financially. The impli-
show how institutions of higher learning (not cations of Gibbs' work complement those of
known to be the most fluidly adaptive of Bethel and Liebeskind, in that the extent of
organizations in general) which adapted success- board independence from insiders and the
fully to changing educational needs of the magnitude of free cash flow contribute to
student population performed better than those financial restructuring of the firm.
that did not. Similarly, Robins discusses how Several areas of extension are suggested by
major film studios began to outsource film the papers published in this issue. The papers
production from independents to broaden their represent very strong efforts to profile financial,
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
Corporate Restructuring 13
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms
14 E. H. Bowman and H. Singh
Singh, H. and S. Chang (December 1992). 'Corporate Tushman, M. L. and E. Romanelli (1985). 'Organi-
reconfiguration: A resource perspective', working zational evolution' Research in Organizational
paper, Management Department, The Wharton Behavior, 7, pp. 171-222.
School, Philadelphia, PA. Walsh, J. (1988). 'Top management turnover following
Singh, H. (January 1993). 'Challenges in researching mergers and acquisitions', Strategic Management
corporate restructuring', Journal of Management Journal, 9, pp. 173-183.
Studies, 30, pp. 1-16.
This content downloaded from 36.82.99.115 on Fri, 24 Apr 2020 11:21:18 UTC
All use subject to https://about.jstor.org/terms