کسب دانش جدید: نقش حفظ سرمایه های انسانی در ادغام شرکت های با تکنولوژی بالا

Many acquisitions of high-tech firms are motivated by the acquirers' desire to enhance their strategic technological capabilities. However, these capabilities are likely to be embedded to a large degree in the tacit and socially complex knowledge of the acquired firms' individual and collective human capital. This presents a dilemma for acquirers because, unlike tangible or financial assets, the acquired firms' valuable human assets cannot be purchased or owned outright and they can leave the firm at any time. Retention therefore is likely to be of central importance during acquisition implementation in knowledge-intensive firms. Using data from a sample of acquisitions in high-technology industries, the results of this study confirm that retention of specific types of human capital is critical for determining the success of the acquirers' efforts to gain valuable new technological capabilities. Applying the theory of relative standing to predict post-acquisition retention, we find that autonomy, status, and commitment significantly affect retention, but economic incentives do not. We discuss and integrate these results in the context of knowledge-based views of the firm and the existing literature on acquisition implementation.

Since 1990 there has been a substantial increase in merger and acquisition (M&A) activity, with a significant portion of the activity occurring in technology-based industries. More than 11,000 M&A deals were completed in 1997, for example, valued at over $900 billion. These results indicate a 47% increase over the number of mergers and acquisitions occurring in 1996 (Aley & Siegel, 1998). The overall level of M&A activity has continued to increase notably in subsequent years. Acquisitions in computer hardware and software, electronics, telecommunications, biotechnology, and pharmaceuticals dominate much of this activity. These industries frequently place among the top 10 most active merger and acquisition industries in the Securities Data Corporation's annual merger and acquisition almanacs. Many of the acquisitions in the 1990s appeared to be motivated by firms' need to obtain critical technologies or capabilities. In contrast to acquisitions used to achieve economies of scale, gains in market share, or geographical expansion, many acquisitions are attempting to obtain highly developed technical expertise and skills of employees, high-functioning teams for product development or other functions, or specific new technologies in fast-paced industries Kozin & Young 1994 and Wysocki 1997. Acquiring firms may not have the ability to develop these valuable knowledge-based resources internally or, alternately, internal development may take too long or be too costly. As an example, one of the most aggressive acquirers in the 1990s was Cisco Systems, Inc. Between 1994 and 1997, Cisco acquired over 30 technology companies: … mostly small software outfits, with 50–100 employees, just on the brink of launching commercial products. Cisco is buying new product teams on the open market because it takes too long to assemble them from the ground up. And it is paying lofty prices—sometimes as much as $2 million an employee … [According to CEO John Chambers] It's the critical mass—bringing in the team of people in a different area of expertise than we have today (Wysocki, 1997). According to Chambers, Cisco makes acquisitions both to obtain critical technologies and to retain the services of the best-skilled knowledge workers, including hard to find engineers and programmers. In these high-tech acquisitions, some of the acquiring firms “couldn't care less about product lines, plants, equipment, or real estate,” assets which have traditionally been the focus of many other types of acquisitions (Wysocki, 1997). The academic literature highlights that many acquisitions do not succeed in achieving their desired objectives and instead result in poor organizational and financial outcomes. Problems with post-acquisition implementation are among the primary reasons given for this disappointing record. Acquisition implementation problems often arise because of clashes of organizational cultures, systems, or strategies and because of the loss of key executives in the acquired firm. In the academic literature, researchers have focused on the causes and consequences of top management team turnover in an acquired firm Hambrick & Cannella 1993, Krug & Hegarty 1997, Very et al. 1997, Walsh 1988, Walsh 1989 and Walsh & Ellwood 1991. The departure of an acquired firm's top managers, and the consequent loss of their knowledge and skills, is thought to be one important determinant of poor post-acquisition performance (Cannella & Hambrick, 1993). This study builds from a knowledge-based view of the firm to investigate the causes and consequences of employee turnover throughout the acquired organization, and the impact of this turnover on the newly combined firm's knowledge-based resources. As illustrated by John Chamber's comments regarding Cisco's acquisition strategy, key employees—both individually and collectively—embody an acquired firm's intellectual capital and are the repository of much of its technological capabilities. Many of these employees are not top managers, but instead are located at different levels and in different functions or locations throughout the firm Badaracco 1991 and Nonaka 1994. Because the acquisition of key employees' valuable knowledge and skills may be a primary motivation for the acquisition in the first place, their departure makes the success of the acquisition much more difficult and much less likely. The existing acquisitions literature offers limited understanding of the antecedents and consequences of retaining key employees throughout an acquired firm, however, because of a predominant focus on the “upper echelons” of the organization. Empirical research to date has primarily focused on turnover in the top management team of the acquisition target Cannella & Hambrick 1993, Hambrick & Cannella 1993, Very et al. 1997, Walsh 1988, Walsh 1989 and Walsh & Ellwood 1991. In contrast, knowledge-based views of the firm argue for the importance of employees elsewhere in the organization—those who possess critical individual expertise and skills or those who in combination possess valuable team- or group-based capabilities—who may be critical for determining the overall success of the acquisition. Integrating perspectives from the acquisitions and knowledge literatures, this study empirically explores the determinants and the effects of retaining key employees on the transfer of an acquired high-tech firm's knowledge-based resources, specifically its valued technologies and capabilities, to the acquirer.

This study provides one of the first empirical tests of several key issues related to high-tech acquisitions, transactions in which the transfer of knowledge-based resources to the acquirers is a paramount strategic concern. First, the study confirmed the suggestion that many acquisitions in the contemporary business environment are occurring with the specific objective of obtaining critical knowledge-based technologies and capabilities from the acquired firms. Second, retaining key employees throughout the acquired organizations (not just at the level of top management) appears to be a critical prerequisite to promote the successful transfer of their technologies and capabilities to the acquiring firms. Third, the results provide evidence of some important determinants of retention of these key acquired employees. These three contributions are discussed in turn. The first portion of the survey asked respondents to (1) identify the most important resource of the acquired firm that motivated the acquisition, and then (2) to identify the location of valuable knowledge-based resources within the acquired firm. Eighty-four percent of the acquisitions in this study were made for the purpose of acquiring specific product-related technologies, market or customer knowledge and sales relationships, product innovation capabilities, or engineering capabilities. Respondents indicated that over 40% of the knowledge necessary to sustain these critical resources resided in the technical skills of key acquired employees. Another 32% of the knowledge was identified as located in the greater social context of the organization—the relationships employees had with one another, with other professionals and other outside stakeholders, and in the organization's mission and values. These descriptive data provide evidence that the desire to obtain both individual and collectively embedded knowledge is a key motivation for many acquisitions of high-tech firms. While most prior research has focused on retention of the top management team following an acquisition Cannella & Hambrick 1993, Hambrick & Cannella 1993, Walsh 1988, Walsh 1989 and Walsh & Ellwood 1991, our results provide evidence suggesting the importance of retaining valuable human capital other than top executives. In fact, the data in Table 1 indicate that the acquired firm's top managers, and the knowledge and skills they possess, often are not the most critical portion of the acquired firm's human capital. For example, research and development personnel were cited as the most important source of the knowledge-based resources for which the firm was acquired. Given the focus of prior acquisitions research on top management teams, these data also give a different perspective in that respondents cited middle managers in the acquired high-technology firms as a more important repository of the knowledge they sought to acquire. Engineering personnel tied with top management as a location of critical expertise and skills, and the importance of retaining acquired sales personnel was not significantly different from the importance of retaining acquired top managers. The importance accorded to these groups of employees is consistent with the respondents' primary acquisition objectives of acquiring product-related technologies, sales relationships and customer knowledge, product innovation capabilities, and engineering capabilities. R&D, sales, and engineering play critical roles in generating and sustaining the acquired technologies and capabilities. These results may suggest that the negative performance effects of top management turnover that have been observed for some acquisitions (e.g., Cannella & Hambrick, 1993) may not necessarily be direct effects nor are they necessarily the most important effects in all acquisitions. At least in certain types of acquisitions, top management turnover in acquired firms may be acting as a highly correlated proxy for departure of other key employees. A more direct cause of poor performance may be the loss of R&D employees, middle managers, or engineering personnel. As others have speculated (Very et al., 1997), another explanation is that top management turnover may be an indicator of broader organizational problems that then affect other organizational members. The departure of non-executive key employees from the acquired firm may be intertwined with organizational difficulties, perhaps as both cause and effect in some sort of negative feedback loop or downward spiral. Retention of the top management team may nonetheless be important in some cases because their retention may provide some stability and continuity for the acquired organization through a transition period, even though other employees possess the actual expertise and skills that are of interest to the acquirer. The reasons for keeping top managers therefore are likely to involve symbolism to some degree (as our findings for the status variable suggest) and not just to retain their executive experience and skills. Retaining top managers may be necessary or helpful for a period of time, perhaps long enough to provide a smooth transition and to gain loyalty of key R&D, engineering, sales, and middle management employees. Interestingly, however, actual retention of top managers ranked next to last among the different groupings of employees, with only finance employees more likely to leave the firm than members of the top management team. The second, more general contribution of this research is the empirical linkage of retention of key employees with the successful preservation and transfer of knowledge-based resources from the acquired firms to the acquirers. The results supporting Hypothesis 1 indicate that higher retention of key employees throughout the acquired organization does result in significantly greater transfer of knowledge-based resources to the acquirer, at least in this sample of high-technology acquisitions. The conceptual framework developed in this study stresses the importance of retaining these key acquired employees because valuable tacit knowledge may be packaged both in the form of particular individuals and in the relationships and interactions of teams or groups of key individuals. Consequently, if this knowledge is to be successfully preserved and transferred during the acquisition implementation process, retention of key employees should be a critical strategic objective of the top management team of the acquiring firm. In contrast, this sort of objective may not be as important when the motivation for an acquisition is to obtain increased market share, greater economies of scale, or physical assets such as plant and equipment, acquisitions in which eliminating large numbers of employees may be an explicit part of the implementation plan. This contrast suggests that future acquisitions research may be improved and refined by more specific consideration and distinction of the different and specific motivations for an acquisition and of what is actually being acquired. Because of the importance of retention in these acquisitions, four possible determinants of key employee turnover were examined. These four factors were: (1) the autonomy granted to the acquired firm; (2) the status of the acquired firm, as indicated by the composition of the post-acquisition top management team; (3) corporate commitment to the acquisition; and (4) the use of financial incentives to try to keep employees from departing. First, the results provide support for the positive influence of continued autonomy of the acquired organization on the retention of key employees. Past research indicates that granting autonomy to an acquired firm's managers increases their feelings of relative standing in the firm and, therefore, minimizes their tendency to leave. Consistent with the theory of relative standing and Hambrick and Cannella's (1993) findings for top executives, our data suggest that “preservation” (Haspeslagh & Jemison, 1991) or “separation” (Nahavandi & Malekzadeh, 1988) modes of acquisition implementation may be sometimes appropriate for acquisitions of knowledge-based resources (at least for some period of time) to prevent the loss of key resources through personnel turnover. With recent high levels of M&A activity, some have recommended relatively rapid and complete integration of acquisitions in order to increase the chances of success (Ashkenas, DeMonaco, & Francis, 1998). For some types of acquisitions, implementation strategies based on quick integration may be appropriate. But the results for autonomy in this sample of high-tech acquisitions suggest that a cautious consideration of such strategies is warranted. Critical aspects of acquisition implementation strategies, such as levels of autonomy, perhaps need to be dictated more by the specific motivations and resources of the acquisition situation rather than by some general prescription for all acquisitions. Again, additional research may help better define key parameters or contingencies that should guide these acquisition implementation choices. The autonomy findings also highlight a persistent dilemma when higher levels of autonomy are granted to an acquired firm. With lower levels of integration and higher levels of autonomy, how can the resources of the acquired firm and the acquirer be successfully transferred, shared, and combined? Assuming that there are synergies to be realized through integration in many acquisition cases, the need to maintain a large degree of post-acquisition autonomy for the acquired firm (in order to retain key employees) creates a serious challenge. How this tension can be successfully managed is another question for future research. Other types of acquisition implementation mechanisms such as formal and informal communications and other types of exchanges between the acquired firm and the acquirer may be critical (Shrivastava, 1986). Frequent meetings and active project-based teams might be useful where there is the necessity for exchange of ideas and combination of knowledge across a continued post-acquisition “boundary” of autonomy between the acquirer and the acquired. As with greater autonomy, greater status accorded to the acquired firm also appears to increase retention of key employees. The percentage of the management team of the acquired firm's operations who were originally part of the acquired firm was positively associated with retention of other key acquired employees. By maintaining or increasing acquired employees' executive responsibilities in the newly merged firm and by keeping or making them part of the new management team, their feelings of importance and status in the new organizational context are bolstered and the status of the acquired organization within the combined firm is validated. As previously discussed, the importance of retaining top managers of the acquired firm may be largely for symbolic and organizational reasons—to keep the organization stable and functioning and to thereby prevent personnel losses—rather than to retain top managers' executive knowledge and skills. Relatively unique among acquisition studies of this type, the turnover measure used in this study included turnover/retention data for a variety (10) of different groups of employees within the acquired firm, as well as ratings of the actual importance of their retention. The results therefore clearly support the argument that issues of relative standing have consequences beyond just the top management team of the acquired firm. Relative standing issues appear to flow throughout the acquired organization. The dynamics of relative standing may be particularly important in the sort of high-tech acquisitions examined in this study because, in many of the cases, the acquired firm possessed some superior and relatively scarce knowledge-based resource, which was the motivation for the acquisition. If these types of acquisitions are implemented “surrounded by an aura of conquest [of the acquired firm],” as many acquisitions are (Hambrick & Cannella, 1993: 735), the negative consequences may be particularly acute, both in terms of departure of personnel as well as in terms of lowering morale of those who remain. Instead, relatively high status for the acquired organization and its key employees in the newly combined firm may be appropriate, especially given the valuable knowledge and skills that ostensibly motivated such an acquisition. The theory of relative standing, then, is not only important for understanding turnover of acquired executives, but may also help to understand turnover of acquired employees throughout the firm. Third, the acquirer's corporate commitment to the acquisition was also found to be a positive influence on the retention of acquired employees. Expressions of commitment to the success of the acquisition, support for training and travel, and positive public relations on the part of the acquirer appear to enhance acquired employees' comfort within, and commitment to, the newly combined organizations. The significant findings for this commitment variable are consistent with the theory of relative standing and therefore also support the utility of applying relative standing concepts to examine retention of personnel throughout the acquired firm. Perhaps one of the most surprising findings of this study was that financial incentives did not significantly influence actual retention. Neither incentives based on time spent with the firm following the acquisition, nor incentives based on post-acquisition performance criteria, were effective determinants of retention in our sample of high-tech acquisitions. Less economically related and more socially oriented issues related to autonomy, status, and commitment clearly were more important determinants of retention than were financial incentives. The broader social logic behind the theory of relative standing therefore appears to be a better predictor of employee retention than a theory simply based on direct, personal economic interests. These results for the financial incentives variable are worthy of further consideration in future research, especially given the apparent popularity of such incentives in many acquisition implementation plans. At least for some groups of employees, broader issues related to relative standing ultimately may prove more important than financial incentives in determining whether they decide to remain with an organization after the deal is done. An alternative explanation is that highly skilled individuals or teams that are worthy of substantial financial incentives for retention, are likely to be in demand not just by the acquirer, but also by other firms who may offer even greater incentives for these key employees to leave. Yet another plausible explanation is that key employees in these high-technology firms may have already realized substantial economic gains when their firm was acquired, especially if they possessed a significant stake in the company for which they worked. After realizing such a buyout “windfall,” further financial incentives may have relatively less appeal to these employees and thus may have much lower utility as a retention mechanism than in other situations. Early research on work design emphasized the importance of autonomy in increasing an employee's internal motivation (Hackman & Oldham, 1980). Autonomy has also been linked to increased innovation and creativity for technology workers Amabile, Conti, Coon, Lazenby, & Herron 1996 and Bailyn 1985. Highly skilled technology workers may be able to move to other firms without requisite loss of financial compensation; tight labor markets in technology professions (McGee, 1998) may allow them to seek organizational settings that provide other factors that increase their internal motivation and creativity without much, if any, economic loss. Finally, from the perspective of management practice, this study may provide managers with some direction for where to focus their efforts and expend their resources in order to retain valuable human capital when they acquire other knowledge-intensive organizations. While the relatively “direct” approach of financial incentives for retention did not appear to be particularly effective, other less tangible and more social factors were more significant determinants of retention. Rather than solely focus on compensation issues, managers of the acquiring firms probably should spend a good portion of their efforts on issues related to autonomy, status, and commitment during acquisition implementation. Ultimately, the retention of key employees may only be a precursor or a precondition for the successful appropriation of technologies and capabilities by the acquirer. The successful transfer and combination of knowledge between the acquired firm and the acquirer, and its successful application to commercial ends, will continue to be critical and complex issues both for researchers and for those managers actually tasked with acquisition implementation.