Category Archives: M&A

Teaching the Zoom Case Online

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ZoomTortureThe Zoom live case is provided in an earlier post. Most instructors are all or partially online now so I’m sharing some online tips for teaching the case. The key task here is to use some asynchronous learning before a synchronous session so you can hit the ground running. One really important tip: Use worksheet assignments and Google docs for group breakouts in synchronous sessions. Here’s how:

Asynchronous Zoom Assignments. I’ve created “worksheets” using essay questions in the Canvas survey/quiz tool. These questions are structured so the answers need not be long and are easy to grade. I have two worksheet assignments.

  • Strategy Diamond Worksheet. I use Hambrick & Fredrickson’s strategy diamond framework to answer the question “what is strategy?” I entered the worksheet as a quiz/survey in canvas but the link is the answer key in MS Word. Specifically, the prompt is: Zoom recently entered conferencing hardware, describe the strategy using the framework (e.g., Arena, Differentiator, Staging/Pacing, Vehicles, Economic Logic). While these are short essay questions, it is easy to see if they are able to understand the framework and allows synchronous sessions to move faster.
  • 5 Forces Worksheet. The 5 forces worksheet is also entered as a canvas survey. For each force, students list 3 actors ordered by their impact on industry profitability. Then they explain their ordering briefly. For buyer power: List several types of buyers in the video conferencing industry (at least 3) where each might be thought of as a market niche. Put them in order reflecting their willingness to pay (high to low). Then indicate a few factors that drive the differences in willingness to pay. Again, it is easy to grade since it is clear whether they understand from the order.

Synchronous Activities. Here, I rely on group breakouts with Google docs. Here are two such activities.

  • Industry evolution. The link goes to a 5 forces worksheet for before, during and after the pandemic (3 tables in the doc). As a breakout exercise, I assigned 2 teams to each page of the worksheet and told them to start at different places in the framework. Then, after 10 minutes, I brought them to the main room, shared the Google Doc and asked the teams to describe their analysis to predict how the industry will develop (post pandemic) – rivalry, growth, willingness to pay, etc. These are used to develop assumptions in the next exercise.
  • Financial Scenario Analysis. This link goes to a Google sheet with 8 Zoom financial models based on: 1) Rival product quality 2) Rival price competition, and 3) Zoom’s continued innovation/quality. Varying these 3 sources of uncertainty (H/L) generates 8 scenarios. I assigned each team to a scenario and at breakout, sent them all to the Google sheet to predict profit margins and revenue growth in that scenario. We then discussed the probabilities associated with each scenario. the bottom line was that the market capitalization was so high that selling the company should probably be considered as a very real alternative (e.g., what problem are you trying to solve?).

Contributed by Russ Coff

Zoom Wars Live Case

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a53d805c5fbe0510926a423c6e184518I like to start the semester with a “ripped from the headlines” case. This is especially helpful if some of one’s cases are older. This semester, Zoom is a great alternative. The current market capitalization is about $80B which puts it well above many more established companies (including the combined value of the 7 largest airlines). I have compiled a short packet of news articles for the case. In addition, I have created a spreadsheet that guides students through key scenarios and how they would affect the value of the company (Do rivals match on quality? Is there a price war, Does Zoom keep innovating?). This highlights how qualitative analysis affects assumptions in quantitative models. It is also an introduction to decision trees as a simple tool for modeling complex sources of uncertainty (this is available in a separate instructor spreadsheet that uses PrecisionTree to model the uncertainty). The Zoom context hits just about every key aspect of a strategy course so you can circle back to it repeatedly:

  • What is Zoom’s strategy? I use the strategy diamond framework (arena, vehicles differentiators, staging/pacing…) but one can use a standard set of questions to explore this.
  • Trends/PEST. The industry was growing at about 10% — what were the drivers of this and how will this change in the future?
  • Industry analysis:
    • Why was the videoconferencing market attractive (pre-COVID)? (e.g., network effects, value produced)
    • How did COVID change the market attractiveness?
    • Rivalry: Competitors like Microsoft and Cisco are putting substantial resources into their products. Will they match the quality? Will there be a price war?
    • Evolution: How will the industry change going forward?
  • Resources and Capabilities:
    • Why has Zoom been so successful even before the COVID pandemic?
    • Why has Zoom been more effective than rivals during the pandemic?
    • Will they be able to keep up the rate of innovation after COVID?
  • Corporate strategies. Do business portfolios confer an advantage to rivals?
    • Consider Microsoft’s complementary assets (e.g., MS Office) – Why might they be important?
    • Consider Cisco’s complementary assets  (e.g., enterprise networks) – Why might they be important?
    • Zoom has entered the hardware industry through multiple alliances with DTEN, Poly, NEAT and others. Evaluate both the strategy to enter the hardware arena and the vehicle (alliances).
  • Zoom’s global strategy? Zoom has operations all over the world. What is their global strategy? Is it sound?
  • Technology/Entrepreneurship. Of course, these are key aspects of the context. Why did Zoom CEO, Eric Yuan, leave WebEx? Why did his nascent company do so well against established, well-resourced, rivals.

There are many videos you can bring into this including (Thanks to Rich Makadok for suggestions):

Contributed by Russ Coff

Amazon Eats Whole Foods

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amazonwholefoodsWith its $13.7B bid, Amazon agreed to pay a 27% premium over Whole Foods’ previous market valuation. This makes for a nice live case case in your strategy classroom. Was this a sound business decision? The market rewarded Amazon with an increase in its stock price. While some opportunities are apparent, it remains unclear exactly how Whole Foods will be worth 27% more to Amazon (and that’s just to break even). A five forces analysis will reveal that the grocery market is highly competitive with exceptionally thin margins — not an especially attractive industry to enter. So how can they win in this game? There are many possibilities that may come up in a discussion. For example, Amazon may:

  • Build online grocery sales, a tiny but growing portion of the industry.
  • Lower costs by applying automation technology and their supply chain expertise.
  • Use customer data to build sales through Amazon or to sell some higher margin “impulse” items at Whole Foods.
  • Leverage the market’s expectations that Amazon won’t pay dividends or post significant profit to lower prices and invest in the business.

Of course, these are highly speculative and carry significant risks. What is the likelihood that any of these will be achieved? Can Amazon manage change in such a large acquisition? Will other grocers make similar changes (or be bought out by tech companies with similar capabilities)? There is lots of fodder to discuss. Here is a packet of news articles that may be helpful. Also, I have prepared a spreadsheet to explore different scenarios for how this might play out where the starting point is Whole Foods’ recent financial performance (note that the decision tree requires the PrecisionTree Excel Add-in). Finally, here is a very brief poll to help assure that students come to class prepared and with an opinion on the deal.

Contributed by Russ Coff

Bring Me Your Confusions!

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Presenting material clearly and concisely may not be the best way to help students learn. In fact, presenting ambiguous information that leverages common sources of confusion may be a much better route to learning. This post is intended to serve as a BLEG to solicit examples of confusions that students experience. Accordingly, this is a starting point for developing new material that draws on confusion to teach strategy. We begin by understanding what confuses students. Here are some examples that come to mind (please add your own examples in the comments):

  • What does 5 Forces tell us about the firm’s advantage? Students often put a focal firm in the center and consider rivals to be substitutes. They don’t understand that the framework addresses the industry and not the firm.
  • What industry to choose for 5 forces? Students often choose an umbrella industry instead of the specific segment they are considering entering (e.g., beer instead of micro brews in South Africa). The result, then, is almost useless for making decisions and the analysis is not used to make recommendations.
  • Some resources are valuable while others are Inimitable (VRIO): Students think they are looking for some resources that fit in each bucket (V,R,I, & O) instead of a few resources that meet all of the criteria. They don’t understand that VRIO is a filter to evaluate all strengths in the value chain.
  • What is that “O” for anyway (in VRIO)? It seems to make sense but students often don’t really understand how a firm can have all of the pieces and still not execute. I use Xerox PARC as an example.
  • How do we make decisions using VRIO? Students often think they understand but don’t really know how to use it to make a decision. For example, how are capabilities relevant to decisions like entering new markets or fending off rivals?
  • Motivation for diversification: guilty until proven innocent. Students often suggest that a firm should acquire a successful target. They fail to see that future success is built into the acquisition price and don’t ask why the buyer could create unique value over other bidders.
  • Technology advantages erode rapidly. People see technology as key but miss that it can be easy to reverse engineer (leading to a temporary advantage). While the iPhone confers an advantage to Apple, Samsung has more market share.
  • Core competence is not what a firm does well if rivals can do it better. Core competence must refer to VRIO resources in order to create value.

Again, please add your own examples in the comments below. The following TED talk by Derek Muller describes the technique in teaching science.

 You can find a string of educational videos that leverage this “confusion” technique to teach principles of science here.

Contributed by Rich Makadok and David Kryscynski

Is ESPN the Right Toon for Disney?

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Between the Football games, you may have seen that ESPN is losing subscribers in droves (7M lost in the last 2 years — about 7%). Not only is it dragging down Disney’s stock price, its a weight on the whole industry. This is an interesting problem to discuss in class. Of course, Disney’s corporate strategy always provides fodder for discussion (see our discussion of the multi-business strategy around Frozen). I have asked my class the following questions:

  • Discipline. As a stand-alone business, you might start with what needs “fixing”? Why hasn’t Disney fixed it already and is there another company better positioned to fix it?
  • Potential Synergies? Digging further, as a part of Disney’s portfolio, you might ask why ESPN would be worth more as a part of Disney than it would be as a stand-alone company or as part of another company. For the most part, Disney can’t leverage it’s content, characters, or brand to enhance the value of ESPN. What can they bring to the game?
  • Should they sell it off? If Disney doesn’t add much here, who do you think could create more value with ESPN? What would be the next steps?

Contributed by Russ Coff

MegaBrew: M&A value or flat beer?

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The $104B merger between AB InBev and SABMiller makes a great holiday addition to your classroom.ABInbevTree While it is largely a corporate strategy question, I used this discussion to kick off my course and I plan to come back to it as we hit various topics. Here is a packet of news articles that I used as the basis of the case. I also had students complete a brief online poll in advance of the class. This allowed me to start by summarizing their positions and to call on people who I knew had relatively unusual opinions. I used the case to show them how to draw a decision tree (click the image to enlarge) reflecting the uncertainty associated with the acquisition. Of course, it also frames topics throughout the course. Here are a few examples:

  • Internal capabilities. AB InBev’s capability to conduct acquisitions and to cut costs.
  • External analysis. Market structure for beer in different countries (namely Africa and China which drive this deal). Also, we compared the market structure for micro- and macro-brews. Of course, these mega-brews act to control distribution channels so barriers to entry are a key part of the game.
  • Competitive dynamics. Of course this is a game among the rivals but it also includes adjacent industries (like spirits).
  • Corporate. What are the logics for value creation? For example, to what extent does scale lower manufacturing costs as opposed to purchasing power or other mechanisms. At what point is a larger scale no longer an advantage?
  • Strategic factor markets: The M&A context makes it clear that most of the synergies go to the target (especially at the 50% bid premium).
  • Global. As indicated above, this is mostly about entry into new markets (China and Africa, among others).

Contributed by Russ Coff

J. Crew’s “Great Man” Problem

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The NYT Deal Professor notes: “J. Crew, Michelle Obama’s sometime clothing retailer, is yet another struggling private equity buyout. J. Crew’s owners, TPG Capital and Leonard Green & Partners, are stuck, tied to the bargain they struck with the company’s chief executive, Millard S. Drexler. Call it the ‘great man’ problem.” In other words, is the strategic asset a single individual or a set of organizational routines that are robust to key individuals leaving? In this case, J. Crew investors and the board were bound to go with CEO Millard S. Drexler’s recommendations and take the company private. Current struggles suggest limitations to this great man’s capabilities. Indeed, in Leonard Barton’s terms, he is looking more like a core rigidity. This has become a recurring theme. We have explored (in the toolbox) the implications of this for Steve Jobs at Apple but more recently for Jony Ive as Apple’s product development guru. This mini-case may encourage a discussion of strategic human capital, capabilities, organizational routines, and how these relate to corporate governance. Do such key individuals reduce or enhance sustained competitive advantage? Then, along the lines of my own work (Coff, 1999), there is the question of implications for rent appropriation. Clearly Drexler has done well on that front…

Contributed by Russ Coff

Dollar Auction: Looking for Bubble

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8410493_origEconomic bubbles reflect irrational escalation but there is always an element of underlying rationality. This classic exercise, the Dollar Auction, is an ideal vehicle to emphasize how this can come about — even with actors who intend to be rational. With much fanfare, the instructor auctions off a dollar bill (a very crisp one to reflect a “rare” asset). The bill goes to the winner; however, the second-highest bidder also loses the amount that they bid. The game begins with one player bidding five cents (the min), hoping to make a ninety-five-cent profit. However, a ten cent bid would still yield a ninety-cent profit (if bidding stopped there). If the first bidder bids ninety five cents, and the second bidder bids one dollar (for no net gain or loss), the first bidder stands to lose ninety five cents unless she bids $1.05. In this way, bidding continues well beyond a dollar, usually until one player issues a preemptively high bid to signal intent to outbid at any cost. Only the auctioneer gets to profit in the end. While the incentive structure is idiosyncratic, one might debrief with a discussion of why they didn’t anticipate this problem when they started bidding? This fits broadly in discussions where escalation is a risk (decisions under uncertainty, M&A, technology investments, etc.). You may find that some students have seen this exercise previously. However, it only takes two uninformed bidders to create a bubble. Of course, the following classic bubble video is a good fit in the debrief (came out right before the real estate bubble)…

Contributed by Russ Coff

Strategic Complementarities at Steak

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Complementarities drive so many aspects of strategy — particularly in the context of corporate strategy. M&A, Alliances, diversification and global strategy are fundamentally about complementarities between businesses and regions. On the video below, Will Mitchell notes that it would , “get a conversation started about one of the 3 additional forces I use in industry analysis – Porter 5, plus social factors, new strategies, and complementary organizations. The video is short enough to make the point about complementation, then to spark discussion of what this would mean in business strategy (e.g., software upgrades for hardware).” The video is also valuable in exploring how a narrow product can expand its market appeal or find new markets. See also the classic complementarities video here.

Contributed by Will Mitchell

Samsung Throws Apple for a Loop

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Will Samsung Pay win a standards war over Apple and Google? Apple Pay and Google Pay may have gotten lots of buzz but adoption of contactless payment has been slow. The near field communications (NFC) technologies that they rely on require that merchants invest in new technology at the point of sale. Samsung has acquired LoopPay and its technology to allow phones to communicate with any magnetic strip reader. The new service is expected to launch in the 2nd half of 2015. Even if NFC is ultimately a superior technology, the ease of adoption may allow Samsung to dominate as users seek a solution that they can use with most merchants. Meanwhile, Google plans to include it’s Pay app on all Android devices which could increase its penetration. Though it is important to note that this might create a conflict with its key Android partner Samsung. This should engender a nice discussion of strategy in “winner take all” standards wars. In class, one might assign groups to debate why Google, Apple, Samsung, or other will win this market.

Contributed by Russ Coff

Auctioning eBay?

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As evidenced by the business combination scavenger hunt exercise, corporate strategy is always a slippery slope. eBay is in the process of splitting into 3 parts: auctions, Paypal, and the enterprise unit that helps brick and mortar retailers gain an online presence. Their conclusion: these businesses don’t fit together well and are worth more apart than together. Here is a back of the napkin sum of the parts valuation to back that up. This may be a tired story but it won’t go away. In this case, there is no compelling reason that Paypal must be integrated with eBay to be used as a payment mode in auctions. In fact, other marketplaces (like Amazon) may consider Paypal to be a rival instead of a potential partner because it is tied to eBay — more business opportunities if they are separate businesses. Of course, eBay shouldn’t be surprised that an auction would allow one to capture the most value. This might be a nice starting point for corporate strategy. Why do firms have so much trouble determining what combinations will create value?

Contributed by Russ Coff

Dr. K Prescribes Strategy Videos

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David Kryscynski (Dr. K) has provided an excellent series of online videos to supplement your course or to help move portions of it online. These are very well produced and may allow you to spend class time on more experiential activities found elsewhere on this site. Below is the video on Porter’s generic strategies but I have provided links to all of the available videos below and listed others that you can gain access to through Wiley. Dr. K’s newest collection can be found on his free web page at LearnStrategy.org.

More Videos (below) Accompany Text

The videos below are also available but are designed to accompany the textbook: Strategic Management 1e by Jeff Dyer, Paul Godfrey, Robert Jensen and David Bryce (BYU Marriott School of Business). Contact your local Wiley sales representative or Executive Editor, Lise Johnson, at lise.johnson@wiley.com to receive additional information about class-testing or possibly using the videos without the text. For information on how to utilize these animations for non-academic use please send an email to ols_dept@byu.edu.

Continue reading →

Business Combination Scavenger Hunt

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GunsDrugsRich Makadok invites his students to send pictures of strange business combinations. The sequence of Delta Dental commercials offer humorous combinations of businesses that drive home the topic of corporate strategy. However, these pale when compared to many real world combinations. One of my favorites is when the CEO of Occidental Petroleum (Armand Hammer) purchased a significant interest in the company that makes Arm & Hammer Baking Soda because he liked the name. The scavenger hunt exercise involves asking students to search for real life examples of strange business combinations and bring pictures to class. Once you are looking for them, you realize the examples are everywhere. For example, Boeing plans to produce a new smartphone (really, not a joke). The restaurant above offers family planning advice and products. The exercise will help students realize how rare a sound corporate strategy really is. Click <Continue Reading> to see additional examples (in many cases, you can click the picture to go to the company’s web page): Continue reading →

Love Triangle Goes Hostile

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Few things are more dramatic than a good hostile takeover attempt. Dollar General has been trying all summer to break up the planned nuptials between Family Dollar and Dollar Tree. They have offered $600 million more for Family Dollar than the preferred suitor. Two things may be preventing Family Dollar from switching partners: 1) concerns that a Dollar General deal would be thwarted by anti-trust regulators, and 2) the Family Dollar CEO would lose his job if Dollar General takes over. Of course, they say the second issue is not on their minds. This makes a great “ripped from the headlines” case (here is a small packet of news articles). There are many directions that the discussion can go which, I think, makes for a nice introductory case to frame the rest of the semester. Here are a few:

  • What is an industry? The anti-trust argument assumes that the industry is defined as small discount stores (in other words, Wal-Mart is not really a player).
  • Corporate governance: How much should it matter what the Family Dollar CEO’s preferences are?
  • Cost advantages: Do any of the players have a cost advantage? At what point do the advantages of scale diminish?
  • Industry structure: What, if anything, makes this an attractive industry?
  • Competitive dynamics: What will be the next competitive move? What has driven the past moves?
  • M&A Synergies: The news packet includes an estimate of the synergies and suggests that Dollar General could create more value. Do you buy this analysis?
  • Scenario planning: How might this unfold? To explore this, I have created a simple decision tree and added financials draws from a SeekingAlpha analysis in the news packet. Here is the spreadsheet (which uses the Precision Tree Excel add-in).

Contributed by Russ Coff

Teaching Tips @ SMS Madrid

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The Strategic Management Society always has excellent teaching sessions incorporated in their conferences. Here are some sessions to check out at the Madrid conference September 20-23, 2014:

  • Sat, 9/20 @ 13-16:00. Competitive Strategy Interest Group Teaching Workshop. Building on last year’s workshop on innovation & education, the 2014 theme is “The Impact of New Technologies on Teaching and Higher Education.” The education industry is abuzz with talk of MOOCs, distance learning, computer-based instruction, and other innovations. How are these best incorporated into the curriculum? (Co-sponsored by the Teaching Community).
  • Sun 9/21 @ 8-9:15. Teaching Corporate Strategy: Insights & Opportunities. Panelists will share experiences teaching corporate strategy topics related to their research: vertical integration, M&A, industry consolidation, and diversification.
  • Sun 9/21 @ 9:15-10:45. Researchers Hooked on Teaching / Teachers Hooked on Research. Most academics polarize teaching and research into separate worlds. Building on last year’s very popular session we bring together world-class scholars who have successfully bridged this apparent divide. This engaging session will showcase their experiences in “translating” their research into teachable moments and their teachable moments into research.
  • Sun 9/21 @ 15:45-17:00. Alternatives Takes on Teaching Strategy: Balancing the (ex)Tensions. Strategy is a complex subject with multiple teaching approaches. This interactive session will provide insights from experienced educators on the methods that work, as well as addressing moves to online content.
  • Mon 9/22 @ 11:00-12:15. Challenging the Way We Teach and Practice Strategy. This is a common ground session comprised of submissions to the teaching community track.
  • Mon 9/22 @ 14:45 – 16:00. Teaching Strategy Philosophically. Ethics applies different theories to address Socrates’s question of how we should act. The application of philosophical principles in teaching strategy has multiple advantages including a better appreciation of underlying values and motivation, and increasing tolerance of ambiguity. Join us in this highly interactive session in how great scholars teach strategy philosophically.

Contributed by Russ Coff

Vertical Integration with Style!

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Andrew Shipilov offers a nice case (with video) of Louis Vuitton’s strategy for vertical integration and alliances. He documents how Vuitton vertically integrated into distribution when the rest of the fashion industry relied only on partnerships. This allowed them to gain access to important market information (customer preferences) on a more timely basis — a source of advantage in the industry. Shipilov notes: “The more unique your assets are and the greater the control you need to exercise over the value chain to extract competitive advantage from these assets, the more vertical integration makes sense. However, the higher the uncertainty and complexity in your markets, the more you should think about partnerships.”

Contributed by Andrew Shipilov

Strategy on the High Road

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The recent legalization of marijuana in Colorado and Washington State offer an unusual view of industry emergence. In anticipation of pent up demand, entrepreneurs scramble to assemble resources. Scarce resources get bid up — one example in Washington is licenses to grow and sell. The second video in the sequence below features an entrepreneur seeking to sell his business to cash in on the license he has. Markets for complementary products and services are booming as well (from tourism to private security and ways to store cash that cannot be deposited into federally regulated banks). Who will win out in the scramble to exploit the opportunity? The results so far in Colorado suggest that many in the state will benefit from the boom — $11M in taxes were raised in just the first 4 months of business. The setting is bound to get students’ attention and it is a nice context to examine entrepreneurship, resource scarcity, ethics, and industry structure (among other things).

Contributed by Russ Coff

Softer Side of Sears: Its stock price…

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Hoping to unlock value, Sears has spun off its Lands’ End unit. Unfortunately, both the new unit and Sears’ parent company stock have dropped on the first day of trading. When do spin outs create value? When do related diversified firms create value? Here, the units are quite closely related and still the company could not create value together. For some recent studies of market reactions to spinouts, see Emilie Feldman’s work. The Sears commercial below foreshadows their need for better vision. This might also go nicely with the business combination scavenger hunt.

Contributed by Russ Coff

 

Winner’s Curse: Online Edition

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auction-0Gourmet adventures is a very nice exercise to demonstrate the Winner’s curse in class. The key takeaway there is that decision-makers need to try to understand how certain they are in order to figure out how much to shade their bids — something that few managers actually do. If you have an online course or don’t have time to do this in class, you might consider this simple winner’s curse online simulation (by Mike Shor). The Java applet works nicely to simulate bidding competition over a target including an estimate of the private synergies. Note that you may have to turn off popup blockers and lower security settings for the web page to run properly.

Contributed by Russ Coff

Letterman Sends Fruit to GE Board

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When GE acquired NBC, there was much doubt that they could create value with the highly unrelated acquisition. This very funny video of Letterman delivering a fruit basket to GE headquarters illustrates the cultural differences (see especially the GE handshake ;-). However, business segment data reveal that NBC’s operating margin was doubled and revenue was up 60% after GE’s ownership. Did they actually make money? Maybe. It took them 10 years to accomplish this (and everything tanked the 1st 5 years) — a time factor that may reduce the value created by as much as $3 billion depending on their initial assumptions. This can be used to demonstrate hard numbers behind the acquisition integration process (spreadsheet available on request).

Contributed by Russ Coff