فعالیت اقتصادی در زنجیره تامین شرکت های بزرگ از طریق خرید : حفظ تیم مدیریت کلیدی

Acquisitions are often used as a way to engage in corporate venturing. The value of these ventures tends to reside in the knowledge and capabilities of the key management team members who have and maintain key inter-organizational relationships. Because their knowledge and/or relationships may be tacit and therefore difficult to transfer, retaining the key managers in the acquired organization is often a critical issue for the human resource management of the acquiring organization. They are also frequently thought to be critical elements in the future performance in global supply chains and therefore, should be a key concern of human resource management after the acquisition has been culminated. Using a unique dataset of corporate acquisitions in supply-chains, we examine how the development of the psychological contract elements affects retention of critical key global managers. We find that higher retention of the key management team members leads to higher performance after acquisition. We also find that the development of the psychological contract has a positive impact on the retention of key managers with global supply-chain relations.

In 2007, merger and acquisition (M&A) deals worth $4.367 trillion were announced, up from $3.4 trillion in 2006 to $2.9 trillion in 2005 (Moshieri and Campa, 2009 and Wall Street Journal, 2006). The total value of global M&A fell by $1.1 trillion due to the global economic crisis for 2008, with volume dropping from 15,256 deals throughout 2007 to 12,018 deals in 2008 (Hodges, 2009). Within a broader corporate context, the motivation for acquisitions can vary. For example, in the 1980s, much of the M&A activity was focused on hostile takeovers as a means to restructure poorly performing conglomerates (Montgomery, 1994). But, in November 2009 M&A buyout activity rebounded to $323 billon the highest month since July 2008 (Kalwarski, 2010). From an agency perspective, this acquisition activity in the 1990s was motivated through the market for corporate control with an ultimate goal of restructuring these firms for efficiency and discipline over management through the reduction of free cash flows (Jensen, 1986). More recently as global competition is now the norm, acquisition activity has been seen as a means by which an organization can extend its competencies incrementally (Chang, 1996). This view of M&A activity is consistent with the resource based perspective (Barney, 1986 and Barney, 1991) wherein an organization seeks to increase their capabilities relative to skills as well as increase their scope of operations through strategic acquisitions. Because a firm typically possesses unused capacity, diversification to extend the use of the firm's resources and frequently capabilities generates net benefits (Penrose, 1959 and Wright et al., 2001). Additionally, acquisitions from this perspective provide the opportunity to develop new capabilities both within the acquired unit and within the corporate parent particularly when the acquisition is in a global supply chain (Markides & Williamson, 1994). It is apparent that the merger and acquisition strategy continues to be popular for competing in the fast paced global marketplace of the 21st century. This is typically true in global acquisitions that are centered on global supply-chains. The Council of Supply Chain Management Professionals state that global supply chain encompasses the planning and management of all activities involved in sourcing, procurement, conversion and logistics management. The operational expectations of global supply chain management include the crucial components of coordination and collaboration with channel partners, which can be suppliers, intermediaries and third-party service providers, as well as consumers (Hult, Tomas, Hurley, & Knight, 2004). The bottom line is that global supply chain management integrates supply and demand management within and across companies (Flint, 2004, Handfield and Nichols, 2004 and Vickery et al., 2006). Recently, the acquisition of global supply chains has been seen as a way for firms to engage in obtaining and leveraging new resources through corporate venturing (Thomson & McNamara, 2001). In particular, acquisitions may form a critical component of external corporate venturing (Miles & Covin, 2002). Within this stream of research, acquisitions serve many purposes including: as a means to overcome learning distance between supply-chain members (Busenitz, Hoskisson, Arthurs, & Hansen, 2006), supply-chain members to learn about new markets and channel members (Handfield and Nichols, 2004 and Hult et al., 2004), and as a way to engage in corporate renewal when that renewal involves learning from supply-chain partners (Dess et al., 2003 and Palmatier et al., 2006). Acquisitions may also be a means by which a larger supply-chain member can place an option on a smaller firm pursuing new technology (McGrath, 2001). Indeed, larger firms often engage in acquisitions in order to ensure that they are able to appropriate the rents from new resources and new technology (Pisano, 1990). The key issue in examining acquisitions of global supply chain members is that some of the values are the interorganizational relationships that have been created by the key management team (KMT) of the acquired organization (Flint, 2004, Handfield and Nichols, 2004 and Stank et al., 2001a). Relationship marketing has created a high level of interest in interorganizational relationships with 400 articles being published on the topic since 1990 in the marketing literature (Palmatier et al., 2006) Examining acquisitions from this perspective has significant implications on the response of the acquiring firm vis-à-vis the acquired firm. Although earlier research has identified the acquisition process as critical to the overall success of the acquisition (Jemison & Sitkin, 1986), we submit that this becomes even more critical in the context of acquisitions as a means of corporate venturing. In particular, we argue that the ability of the acquiring firm to maintain the active support of the key talent in the acquired firm is critical to the success of the corporate venturing. Because human assets cannot be owned like a piece of equipment or a technology license (Coff, 1997 and Coff, 1999), the human capital of an organization is not bound to the company after the acquisition. They (the acquired firm's human assets) may decide to leave after the acquisition especially if they perceive that the acquiring firm is mistreating or else neglecting its responsibilities towards them. This perceived neglect often grows out of a violation of the psychological contract between the employing organization and the employees (Morrison and Robinson, 1997 and Rousseau, 1989). The psychological contract represents the employees’ beliefs about the reciprocal rights and obligations between them and the acquiring organization. After the acquisition, employees may feel that these obligations have been repudiated. In the end, if an organization acquiring a firm as part of its corporate venturing activity fails to embrace the new employees and to reestablish the psychological contract, defection may occur. This is of particular interest in acquisitions where relationships are central to the value of the management team (e.g., marketing relationships in supply-chains) (Harvey and Richey, 2001 and Joshi, 1993). Because important knowledge is often embedded in the human assets of an organization (Lepak & Snell, 1999), the ability to learn through acquisitions within a corporate venturing context would tend to magnify the importance of the human assets in the acquired supply-chain organizations. With this in mind, we seek to identify first whether the retention of the key management team (KMT) in acquired firms as part of corporate venturing activity is associated with stronger post-acquisition performance in those units. Second, we seek to identify whether the development of psychological contract elements leads to greater retention of the key management team. Lastly, we seek to examine how the external environment affects the implementation of the psychological contract elements. Greater dynamism (e.g., interorganizational relationships) within a corporate venturing context, requires a need for greater human resource attention to the entire acquisition process (De Wulf et al., 2001 and Wright et al., 2001). Our theoretical contribution is focused on extending resource based theory by identifying how organizations engaging in corporate venturing through supply-chain acquisitions preserve the embedded value (e.g., critical human capital) of the acquisition. We begin to address issues concerning the coping mechanisms used by organizations to retain greater value when that value is derived from human assets (cf. Coff, 1997 and Wright et al., 2001). If the psychological contract can be used as a device to retain critical inter-organizational talent and limit post-acquisition turnover, our results will have practical significance as well (Gruen, Summers, & Acito, 2000). This paper follows the logic of: first, target firm's key management team (KMT) retention and the subsequent effect of post-acquisition performance from a resource based view are explored. Second, contract theory and the development of psychological contracts and how they evolve between the target firm's KMT and the acquirer are examined. Third, hypotheses are developed to explain post acquisition performance, which is centered on the effects of KMT retention and psychological contract development on post acquisition performance. Fourth, the hypotheses in the sample of acquisitions are tested. Fifth, the results of the study are discussed.

Acquisitions continue to be an important activity in the 21st century. Although they may serve an important function within a corporate venturing context, the ability to derive value from these acquisitions is often dependent on retaining the human capital of the key supply-chain management team. However, scholars are beginning to recognize the difficulty of realizing value when it is embedded in human assets (Coff, 1997). These actors are not constrained by organizational boundaries and care must be taken to gain their confidence and support after their organization is acquired. Our analysis reveals that development of the psychological contract in terms of establishing mutual understanding concerning expected roles and responsibilities as well as expectations concerning roles and responsibilities for dealing with unexpected events facing the organization aids in retention after the acquisition. This seems rather intuitive but is important for extending our understanding of acquisition performance from a resource based view. Whereas most research examining post-acquisition performance has focused on corporate parent performance, we have focused on the perceived performance of the acquired organization. We have done this since our focus has been on the key management team of the acquired unit. Although perceptual measures suffer from limitations, the ability to obtain objective verifiable performance data is virtually impossible. In our study we found that greater retention is associated with superior performance within the business after acquisition. This too is rather intuitive especially since the majority of the acquisitions under consideration are much smaller than the mega-deals discussed in the public arena. Indeed, we find that larger relative acquisitions in our sample perform worse overall when retention is entered into the regression equation which would indicate potential problems with integrative efforts. We find that the relative size of the acquisition is also negatively related to the development of the psychological contract in support of this view. Importantly, we find that market turbulence is positively related to the development of the psychological contract as hypothesized. Again, we believe that this is rather intuitive since environmental dynamism enhances the value of the key personnel inter-organization knowledge base and relationships. If this knowledge and personal contacts are resident in the human assets (e.g., key inter-organizational managers), then it makes sense that the acquiring organization would seek to establish the psychological contract as soon as possible as a means to retain the key management team with the inter-organizational contacts (Anderson and Narus, 1996, Hunt and Morgan, 1994 and Palmatier et al., 2006). We believe that an excellent opportunity exists to examine how the psychological contract affects spun-off units. Although spin-offs typically aid the corporation casting-off the business (Markides, 1992), the performance of the organizations spun-off is less clear (Daley, Mehrotra, & Sviakuma, 1997). Indeed, Woo, Willard, and Daellenbach (1992) find no improved performance among spin-offs in terms of ROA, market to book, or sales growth. We suspect that in many cases the psychological contract may have already been violated for those spun off units particularly if the corporate parent has experienced performance problems before the spinoff. Examining retention after spinoffs is thus an interesting area of focus and may allow for the collection of verifiable performance data although perceptual data would still be needed to measure psychological contract perceptions. The theoretical contribution of this research has implications for both the resource based view and the literature on psychological contracts. The dominant theoretical foundation for acquisitions was either agency theory where top managers were purchasing other firms as a portfolio to hedge their risk, or the market for corporate control where firms were seeking underperforming firms and after purchase replacing the KMT with their own managers. Both of these theories do continue to have explanatory power, but RBV is now becoming validated through research and the rare, valuable and inimitable assets in the “black box” of a firm are being explored. In a global supply chain where a successful firm is purchased for their competencies, the KMT will need to be retained to assist in leveraging of competencies. As the resource based view focuses on assets that are inimitable, acquisition may be the only alternative and the success in retaining the KMT will be a key factor. This research also extends the psychological contract literature building on both the normative contracting literature in regard to supply chain relationships and psychological contracts. We have combined both streams of literature to explain the successful retention of the KMT after acquisition. The importance of retaining the KMT through the development of psychological contracts is apparent as post-acquisition performance is greater when retention of the KMT occurs. 4.1. Managerial relevance This research has many lessons for practitioners in regard to the global supply chain KMT, acquisitions, and the process of acquiring. Although many firms continue to outsource, many other firms are still involved in acquiring firms within their global supply chain to leverage competencies and acquire new ones that may be country specific, product specific, necessary for control purposes, etc. Our research suggests that due to the KMT's role based on obtaining and coordinating resources, developing and implementing strategy, and the development of internal and external knowledge and networks, the KMT should be retained. This viewpoint is from the resource based view that the reason for the acquisition is to acquire rare, valuable and inimitable resources. Past research suggests that often top managers leave the firm after acquisition because the psychological contract that was developed before acquisition between the KMT and firm is not transferable to the acquiring firm. There are several major implications to practitioners from our research. The KMT may not be motivated to remain after acquisition only by new monetary contracts but by the relationship development that is necessary for a psychological contract to be effective, which becomes more daunting depending upon the global nature of the supply chain and the local culture. As such, the development of the psychological contract should be initiated early in the acquisition process.