Download - 1.Best Place to Do Mergers
-
8/4/2019 1.Best Place to Do Mergers
1/13
49Where is the Best Place to do Mergers & Acquisitions?Economic Attractiveness as Related to Law 2011 IUP. All Rights Reserved.
Where is the Best Placeto do Mergers & Acquisitions?
Economic Attractiveness as Related to Law
In a Doing Business report published by the World Bank, the following statement was suggested: From the
economic point of view, common law is more efficient than civil law. The objective of this research paper is
to weigh two legal systems (French civil law and the US common law) and analyze the results of the economic
analysis of the law of Mergers and Acquisitions (M&A). This is done by quantifying the impact on long-term
performance. To carry out this research, a methodology was developed, and the results were evaluated. Two legal
structures for M&A transactions were selected: the purchase of shares (share deal), and the purchase of assets
(asset deal). Each of these acquisition structures was then subdivided into 11 stepsfrom preliminary information,
letter of intent, due diligence, stock or asset purchase agreement and closingto litigation with formal summons.
Performance was then measured by taking into account time, cost and satisfaction factors. Time was broken downinto person-days and the number of days, weeks, or months required to complete each step. French and US
respondents were asked to fill out a questionnaire for a specific M&A transaction. Radar charts were used to
compare the mean of each performance factor; an inter-factor analysis was carried out to check for correlations.
The findings showed that a share deal in France is cheaper than in the US. Also, French participants express
a greater degree of satisfaction than their US counterparts. The findings varied however, for the time factor. The
authors conclude that the application of civil code and common law does not reveal substantial differences in
either country for M&A transactions. One reason may be that in both France and the US, these transactions
are carried out according to similar procedures.
Thomas Straub* and Georges A Cavalier**
* Professor, Strategic Management & Entrepreneurship, School of Business Administration Fribourg, Fribourg,Switzerland; and is the corresponding author. E-mail: [email protected]
** Associate Professor of Law, University of Lyon, Lyon, France. E-mail: [email protected]
Introduction
The Doing Business report published by the World Bank suggests that, From the economicpoint of view, common law is more efficient than civil law. Is this somewhat alarming
message also valid for Mergers & Acquisitions (M&A) transactions? This paper compares
the economic attractiveness of common law (US) versus civil law (France), as related to
these transactions. Because countries are competing more and more to attract business,
this is an important aspect to consider.
History shows M&A volume moves with stock market variations. Since the market is
in a crisis, M&As could be on the threshold of a new boom (Figure 1).
Does the law favor M&A transactions in France or in the US? The research is divided
into two subparts: first, to compare the legal performance of Share Deal (SD) between the
two countries, and second is Asset Deal (AD). It is therefore essential to quantify the
impact of the French and the US legal systems on the long-term performance of SD andADs.
-
8/4/2019 1.Best Place to Do Mergers
2/13
The IUP Journal of Business Strategy, Vol. VIII, No. 2, 201150
This paper measures the economic performance of time and the cost of legal operations.
Several authors have demonstrated that for complex transactions such as M&A, other
variables influence the long-term performance of a company. In general terms, recent
change in the environment of companies, that is to say rules and regulations, play an
essential role in a companys choice of strategy and determines the consequences of
decisions.
In measuring performance time as such may be too vague. For instance, five persons
can accomplish a task in one day, but the same task may be carried out in five days by one
person only. Dividing the time factor into person-days and step-time therefore, brings
further clarification: person-days measure the working hours and step-time measures the
bureaucratic procedure of how long a process takes.
The paper introduces an additional measurement of economic performance, which is
satisfaction. Time (person-days and step-time) and cost are also important but not
sufficient for measuring economic performance. For instance, in purchasing a company,
the transaction may be fast and cheap, but the legal quality and security are unsatisfactory
and could lead to complications. In economic and social science, the degree of satisfaction
is evaluated by interviewing business leaders and M&A specialists (Veiga et al., 2000).
Quantitative research that includes a large number of responses is required to obtain
statistically representative and objective results. In order to fulfill these objectives, the
model designed by the research team is detailed below.
Figure 1: History Shows M&A Volume Moves with Stock Market Variations
Source: Morgan (2009)
$2,500
$2,000
$1,500
$1,000
$500
$0
US M&A Volume and S&P 500 Levels ($ bn)
A 61%
B 72%
C 61%US Recessions:A 1990-1991B 2001C 2007-Present
S&P 500 (x%) M&A Volume Peak to Trough
US M&A Volume
Annualized Volume
88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
-
8/4/2019 1.Best Place to Do Mergers
3/13
51Where is the Best Place to do Mergers & Acquisitions?Economic Attractiveness as Related to Law
Methodology
Three legal methods for implementing M&A transactions were identified: the purchase
of shares (SD), the purchase of assets (AD) and the merger. In the US, a merger is
considered as a type of SD. In comparing France and the US, a distinction must thereforebe made between a SD and an AD. In a SD, the buyer is purchasing stocks representing
assets and liabilities, whereas in an AD, the buyer isin principlepurchasing assets
only: the risk inherent to purchasing liabilities (debts) is therefore excluded. These two
methods (SD versus AD) were divided into eleven phases: (1) preliminary information;
(2) letter of intent; (3a) financial audit; (3b) legal audit; (4) share or asset purchase
agreement; (5) ancillary documents; (6) regulatory authorizations; (7) closing; (8) post-
closing; (9a) litigation without formal summons; and (9b) litigation with formal
summons. Details of these phases are provided below.
The preliminary information phase includes (1) contact with the acquired
company (Target), business lawyers, investment bank, setting a timetableup
to the execution of the confidentiality agreement (included). The letter of intent phase includes (2) formalizing the confidentiality
agreement, discussion on the external communication plan, legal implications,
deal structureup to the letter of intent (included).
Due diligence starts with posting the request list, including the investigating
process in the data roomup to the share/asset purchase agreement (excluded).
In the due diligence phase, the research team distinguishes the financial and the
legal steps. The financial due diligence process (3a) includes accounting
verification, financial audit, balance sheet and profit and loss account validation.
The legal due diligence process (3b) concerns the audit of contracts, litigations
evaluation and environmental issues assessment.
The share or asset purchase agreement phase (4) starts with the negotiation of
the agreement and includes discussion of drafts, andwhen relevant
negotiation of the representation and warranties, indemnification period,
schedules, execution timetableup to consulting the unions and the
execution agreement (included).
The ancillary document phase (5) starts with the negotiation of the ancillary
documents, which include escrow and shareholder agreements, minutes of the
shareholders meeting, finance and labor contracts and intellectual property
licensesup to execution (included).
To complete the transaction process, the regulatory approval phase (6) requires
obtaining the antitrust authority and other regulatory approvals.
The closing process (7) starts a week preceding the closing date, at which time
certificates or other documents are delivered and payment/share/assets are
transferred.
-
8/4/2019 1.Best Place to Do Mergers
4/13
The IUP Journal of Business Strategy, Vol. VIII, No. 2, 201152
Post-closing (8) is the phase after the closing date: this is typically where price
adjustment (earn-out) occurs and indemnity requests are formulated. Disputes
are not included in this phase; see 9a and 9b which are dedicated to dispute
assessments.
The litigation phase (9a and 9b) includes any disputes which occurred after the
deal transaction. Two types of disputes are identified: disputes without formal
summons before a court or an arbitration court, and disputes with formal
summons. The first set of questions (9a) evaluates whether disputes without
formal summons occurred; the second set of questions (9b) evaluates disputes
which occur with formal summons.
The performance is measured by evaluating the above phases in relation to cost, time
(person-days and step-time) and satisfaction (Veiga et al., 2000). The responses are
reflected on a Likert scale, numbered 1 (low) to 5 (high); each number corresponds to the
respondents perception, detailed M&A secondary information1. Research shows that self-
perception measures are dependent on the quality of the informant (Nayyar, 1992).The following questions were formulated:
What is your estimate of the number of working days (person-days) to complete
this phase?
What is your estimate of the time needed to complete this phase (days, weeks,
or months)?
What is your estimate of the cost Euros () to complete this phase?
How satisfactory was this phase for you?
The respondents were asked to reply in reference to a specific transaction (deal) closed
between 2000 and 2004, and where both the acquirer and the target were privately heldcompanies located in the US or in France. Transnational deals, or deals where the Target
was listed on a stock exchange were not included. In order to develop the questionnaire
two pretest phases were performed: a sample of over one thousand informants in the US
and in France selected from The Leadership Library2 and professional associations3.
The quality of the data is highly dependant upon the competency of the informant and
is reflected by tenure and position. Most informants were attorneys (partners or
associates), C-level managers, and/or heads of M&A4 and therefore highly competent;
1 Primary information allows the reader to access original and unedited information. It requires the reader tointeract with the source and extract information. Secondary information is edited primary information, that issecond-hand versions. They represent someone elses thinking. For instance, authors writing about the mergerbetween Mercedes and Chrysler are providing secondary information about the merger. Primary information
about the merger would be information from the merging companies themselves.2 See http: //www.leadershipdirectories.com3 The French Society of General Counsels (Association franaise des juristes dentreprises) (),
and the French society of Business Attorneys (Association des Avocats Conseils dEntreprises) http://www.avocats-conseils.org
4 In the US, 80% of the respondents to the questionnaire were partners of law firms and 40% in France.
-
8/4/2019 1.Best Place to Do Mergers
5/13
53Where is the Best Place to do Mergers & Acquisitions?Economic Attractiveness as Related to Law
over 70% had worked for their company for more than six years and were highly involved
in M&A transactions. Over 60% were even much or very much involved in M&A
transactions.
In both the US and France, the characteristics of transactions carried out within thesame time period were similar and therefore comparable. 41 responses were registered from
the US and 34 from France. The response rate was 5.4% of the sample population. No
significant non-response bias was identified that could have affected the results of the
survey.
In the following paragraphs, the research findings are presented. Radar charts present the
results and identify all phases of the transaction process and are abbreviated as follows
(see Figure 2):
Figure 2: How to Read the Results
AD9 Dispwith
AD9 Dispwithout
AD8 Post-Closing
AD1 PrelimInfo
AD2 LOI
AD3 FineDueDil
AD3 LegalDueDil
AD4 PurchAgree
AD5 AnciDocAD6 RegApprov
AD7 Closing
Steps
Scale: 0 = dont know Scaling (Five-point Likert-type)
Countries
3
2
1
0
Asset Deal Euros
- - - USA
_____ France
PrelimInfo (step 1): preliminary information;
LOI (step 2): letter of intent;
FinDueDil (step 3a): financial audit;
LegalDueDil (step 3b): legal audit;
PurchAgree (step 4): share/asset purchase agreement;
AnciDoc (step 5): ancillary documents;
RegApprov (step 6): regulatory authorizations;
Closing (step 7): closing phase;
-
8/4/2019 1.Best Place to Do Mergers
6/13
The IUP Journal of Business Strategy, Vol. VIII, No. 2, 201154
Post-closing (step 8): post-closing phase;
DispWithout (step 9a): dispute without formal summons; and
DispWith (step 9b): dispute with formal summons.
As mentioned above, results were scaled from 1 to 5, where the result 1 indicates very
low and 5 indicates very high. For instance, 5 is a high score for satisfaction, but is low
for cost and time (person-days and step-time) factors. The results were reported on radar
charts, using a hyphened line (- - - - -) for the US and a straight line ( _______) for France.
The main results (Figure 3) compare M&A legal performance in France and in the US,
irrespective of the deal structure. The detailed results are then discussed based on the
transaction structure (see chapter Detailed Results Based on the Transaction Structure)
that is, the comparison of the performance of ADs and SDs in France and in the US. An
interfactor analysis (regression) was carried out to test the accuracy of the results
(see chapter Interfactor Analysis).
Figure 3: Research Findings Summary:Person-Days, Step-Time, Cost (Euros) and Satisfaction
9b DispWith
9a DispWithout
8 Post-Closing
7 Closing
6 RegApprov5 AnciDoc
4 PurchAgree
3b LegalDueDil
3a FinDueDil
2 LOI
1 PrelimInfo
3.00
2.00
1.00
0.00
Euros Satisfaction
9b DispWith
9a DispWithout
8 Post-Closing
7 Closing
6 RegApprov 5 AnciDoc
4 PurchAgee
3b LegalDueDil
3a FinDueDil
2 LOI
1 PrelimInfo
3.00
2.00
1.00
0.00
FR
USA
9b DispWith
9a DispWithout
8 Post-Closing
7 Closing
6 RegApprov 5 AnciDoc
4 PurchAgree
3b LegalDueDil
3a FinDueDil
2 LOI
1 PrelimInfo
4.00
3.00
2.00
1.00
0.00
FR
USA
Person-Days
1 PrelimInfo
9a DispWithout
8 Post-Closing
7 Closing
6 RegApprov 5 AnciDoc
4 PurchAgree
3b LegalDueDil
3a FinDueDil
2 LOI
FR
USA
9b DispWith
Step-Time
4.00
3.00
2.00
1.00
0.00
FR
USA
-
8/4/2019 1.Best Place to Do Mergers
7/13
55Where is the Best Place to do Mergers & Acquisitions?Economic Attractiveness as Related to Law
Results and Analysis
The objective was to compare M&A transactions, irrespective of their legal form. The
comparative analysis of both countries provided the following results:
In general, results show that M&A transactions in France are cheaper and require lessperson-days. However, there is some variation, for example M&A transactions in France
need fewer person-days for all steps, except for the dispute without formal litigation phase
(9a) where person-days are about the same in both the US and France. As for cost, M&A
transactions in France are significantly cheaper for all steps except for dispute with formal
litigation (9b), where costs are almost equal for both countries.
The results for satisfaction and step-time are not uniform. Satisfaction for steps
starting with the exchange of preliminary information (1) up to the drafting of ancillary
documents (5) is approximately the same in both France and the US. This is also true for
step dispute with formal litigation (9b). However, satisfaction is notably higher in the US
from step regulatory approvals to dispute without formal litigation (6 through 9a). With
respect to step-time, the results show that neither country has an overall advantage inthe time required to complete each step. The US requires less time for drafting the
purchase agreement, the ancillary documents and closing (steps 4, 5 and 7). In France, the
step-time is shorter for the exchange of preliminary information, drafting and negotiation
of the letter of intent, due diligence and disputes (steps 1, 2, 3 and 9).
In summary, the results can be summarized as follows:
No significant difference could be identified in the legal performance of M&A,
civil law versus common law.
M&A appear cheaper in France, but this difference could be explained by the
size of transactions.
The detailed results of the study are shown according to the transaction structure.
Detailed Results Based on the Transaction Structure
The results are detailed depending on whether the transaction is structured as a SD (1),
or as an AD (2). Note the different distribution of the deal structure percentage:
The majority of deals were structured as SDs in both countries. However, the number
of ADs in France (9%) is significantly lower than in the US (36%). Figure 4 shows the
response population for each deal type (AD and SD) in the two countries.
Share Deal
Figure 5 shows that a SD tends to be slightly more expensive in the US; and there is agreater amount of satisfaction in France than in the US. However, for person-days and
step-time, results vary. A SD in France requires fewer person-days for the exchange of
preliminary information, negotiation and drafting of the letter of intent, purchase
agreement and ancillary documents (steps 1, 2, 4 and 5). However, for due diligence
-
8/4/2019 1.Best Place to Do Mergers
8/13
The IUP Journal of Business Strategy, Vol. VIII, No. 2, 201156
(steps 3a and 3b), the US requires fewer person-days. For closing, post-closing and disputes
(steps 7-9b), the number of person-days is almost equal. As for the length of each step,
a SD in France is shorter only for the beginning of the transaction process (steps 1, 2, and
3). Lengths for all other steps are shorter in the US.
Figure 4: Deal Structure: AD and SD
FranceUSA
64
36
ADSD
91
9
ADSD
Figure 5: Research Findings for SD:Person-Days, Step-Time, Cost (Euros) and Satisfaction
SD 9b DispWith
SD 9aDispWithout
SD 8 Post-Closing
SD 7 Closing
SD 6 RegApprovSD 5 AnciDoc
SD 4 PurchAgree
SD 3bLegalDueDil
SD 3a FinDueDil
SD 2 LOI
SD 1 PrelimInfo
3.00
2.50
2.00
1.50
1.00
0.50
0.00
SD 9b DispWith
SD 9aDispWithout
SD 8 Post-Closing
SD 7 Closing
SD 6 RegApprov SD 5 AnciDoc
SD 4 PurchAgree
SD 3bLegalDueDil
SD 3aFinDueDil
SD 2 LOI
SD 1 PrelimInfo
4.00
3.00
2.00
1.00
0.00
Share Deal Person-Days
FR
USA
FR
USAStep-Time
Share Deal-Euros
SD 9b Diputing b
SD 9a Diputing
SD 8 Post-Closing
SD 7 Closing
SD 6 Reg ApprovalsSD 5 AnciDoc
SD 4 Asset Purchase
SD 3bDueDiligenceb
SD 3aDueDiligence
SD 2 PhaseSurround
SD 1 Premilinary Info
3.00
2.50
2.00
1.50
1.00
0.50
0.00
FR
USA
FRUSA
Share Deal-Satisfaction
SD 9b Disputing b
SD 9aDisputing
SD 8 Post-Closing
SD 7 Closing
SD 6 RegApprovals SD 5 AnciDoc
SD 4 AssetPurchase
SD 3bDueDiligenceb
SD 3aDueDiligence
SD 2 PhaseSurround
SD 1 Premilinary Info
4.00
3.00
2.00
1.00
0.00
-
8/4/2019 1.Best Place to Do Mergers
9/13
57Where is the Best Place to do Mergers & Acquisitions?Economic Attractiveness as Related to Law
Therefore, the following conclusions were reached:
There is no radical difference between France and the US in the legal
performance of SDs;
SDs tend to be slightly more expensive in the US;
SDs are more satisfactory in France; and
Time to complete the SD transaction is about the same in France as in the US.
Asset Deal
In both countries, the radar diagrams for ADs do not have the same shape as they do for
SDs. An AD in France is cheaper but generally requires more person-days and is subject
to lengthier step-time. Also, ADs require a greater number of person-days in France for
all steps, except financial due diligence (3a) and dispute with formal litigation (9b). The
length of each step is longer in France for all steps except for the disputes (9a and 9b).
Although ADs in France require more person-days and longer step-time, satisfaction isgreater for all steps, except for disputes (9a and 9b).
An AD in France is cheaper but generally requires more person-days and is subject to
lengthier step-time. Also, ADs require a greater number of person-days in France for all
steps, except financial due diligence (3a) and dispute with formal litigation (9b). The
length of each step is longer in France for all steps except for the disputes (9a and 9b).
Although ADs in France require more person-days and longer step-time, satisfaction is
greater for all steps, except for disputes (9a and 9b) (Figure 6).
Therefore:
ADs are generally faster to complete in the US.
Radar diagrams for ADs do not have the same shape as they do for SDs;
SDs tend to be slightly more expensive in the US; and
ADs are generally more satisfactory in France.
Interfactor Analysis
Interfactor analysis was carried out to verify the accuracy of the above conclusions, in
order to cross-check for bias with regard to the origin of economic performance. This
analysis was made using regressions, but also by comparison of averages (Churchill, 1999).
The following potential side-effects were tested:
Relationship between cost (dependent variable) and company size (independentvariable) was tested via linear regression;
Relationship between satisfaction (dependent variable) and cost (independent
variable) was tested via linear regression; and
-
8/4/2019 1.Best Place to Do Mergers
10/13
The IUP Journal of Business Strategy, Vol. VIII, No. 2, 201158
Comparison of person-days regarding the deal type was tested via comparisonof averages.
The results showed that a significant positive relationship exists between cost and
company size (+0.34/6.64). This demonstrates that the cost to complete a deal is relative
to the company size.
Further, the authors observed that satisfaction has no significant relationship to cost
and is therefore not a function thereof (0.04/0.66). This result shows that measuring
only the cost of a deal is not sufficient to evaluate the economic outcome; other factors
must be evaluated as well, such as satisfaction. Satisfaction is therefore an important
measurement in this study.
Another result showed that an AD (2.9) takes more person-days than a SD (2.2) inboth countries. This could be explained by the fact that an AD requires
(1) identifying the assets; and (2) applying a particular set of transfer rules to each asset.
Therefore, an AD is more complex than a SD, which does not require identification of
existing assets and needs only one set of legal rules.
Figure 6: Research Findings on AD:Person-Days, Step-Time, Cost (Euros) and Satisfaction
Asset Deal Person-Days Asset Deal Step-Time
AD 9b DispWith
AD 9aDispWithout
AD 8 Post-Closing
AD 7 Closing
AD 6 RegApprov AD 5 AnciDoc
AD 4 PurchAgree
SD 3bLegalDueDil
AD 3aFinDueDil
AD 2 LOI
AD 1 PrelimInfo
3
2
1
0
AD 9b DispWith
AD 9a DispWithout
AD 8 Post-Closing
AD 7 Closing
AD 6 RegApprov AD 5 AnciDoc
AD 4 PurchAgree
AD 3bLegalDueDil
AD 3a FinDue dil
AD 2 LOI
SD 1 Premilinary Info
4
3
2
1
0
Asset Deal Euros
Asset Deal Satisfaction
FR
USA
FR
USA
AD 9b DispWith
AD 9aDispWithout
AD 8 Post-Closing
AD 7 Closing
AD 6 RegApprovAD 5 AnciDoc
AD 4 PurchAgree
AD 3bLegalDueDil
AD 3aFinDueDil
AD 2 LOI
AD1 PrelimInfo
3
2
1
0
AD 9b DispWith
AD 9aDispWithout
AD 8 Post-Closing
AD 7 Closing
AD 6 RegApprov AD 5 AnciDoc
AD 4LegalDueDil
AD 3bLegalDueDil
AD 3aFinDueDil
AD1 PrelimInfo5
4
3
2
1
0
AD 2 LOI
FR
USAFR
USA
-
8/4/2019 1.Best Place to Do Mergers
11/13
59Where is the Best Place to do Mergers & Acquisitions?Economic Attractiveness as Related to Law
Conclusion
The research findings demonstrate that on an average, neither legal system has a
fundamental performance advantage. One example is the similarity shown in the shapes
of the main radar diagrams.
The results based on the structure of a transaction indicate a preference for SDs rather
than ADs in both legal systems. However, ADs are four times more frequent in the US
(36%) than in France (9%).
Research Limitations: Additional determinants and dimensions that might affect M&A
performance were not taken into account for this study, factors stemming from other
disciplines such as social and economic sciences.
Moreover, the study did not capture all the interrelations among the variables. It was
concentrated on a limited number of companies, two countries, and a specific sample of
informants. General limitations of the statistical methods and the survey design, forexample, variables in order to measure performance, may represent additional limitations
to this research.
Future Research: Because mergers and acquisitions are an interdisciplinary phenomenon,
the authors recommend developing new models including further disciplines (Straub,
2007). Effects are not mono causal, and it is therefore interesting to check for
interrelations, i.e., how one discipline impacts the other. Additional research could
broaden the geographic focus of the present study. Moreover, the difference between asset
and share deals could be explored further, for example by taking other variables into
account. A verification of industry effects with a cross-industry analysis could also be
considered. The same study could be repeated to compare other countries. Researcherscould replicate this analysis within the same context to confirm the stability of these
findings.
Acknowledgment: The authors would like to thank Professors O Morteau (Louisiana State University)
and Y Reinhard (University of Lyon) for their support and direction, together with C Baker, Esq., and
X Legendre, Esq. for their valuable input.
References
1. Churchill G A (1999), Marketing Research: Methodological Foundations, Vol. 7,
pp. 768-769, Harcourt, New York.
2. Doing Business (2008), Changed, to Some Extent, the Methodology, Doing Business, French
Version, p. 72.
3. Morgan J P (2009), Dealogic Enterprise Static, Thomson Reuters, as of May 31, 2009.
-
8/4/2019 1.Best Place to Do Mergers
12/13
The IUP Journal of Business Strategy, Vol. VIII, No. 2, 201160
4. Nayyar P R (1992), On the Measurement of Corporate Diversification Strategy:
Evidence from Large US Firms, Strategic Management Journal, Vol. 13, p. 219.
5. Straub T (2007), Reasons for Frequent Failure in Mergers and Acquisitions A
Comprehensive Analysis, Vol. 1, pp. 9 and 192, Deutscher Universittsverlag, Wiesbaden.
6. Veiga J, Lubatkin R, Calori R and Very P (2000), Measuring Organizational Culture
Clashes: A Two Nation Post-Hoc Analysis of a Cultural Compatibility Index, Human
Relations, Sage Publications Ltd., Vol. 53, p. 539.
Reference # 33J-2011-06-04-01
-
8/4/2019 1.Best Place to Do Mergers
13/13
Copyright of IUP Journal of Business Strategy is the property of IUP Publications and its content may not be
copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written
permission. However, users may print, download, or email articles for individual use.