Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 136

Numerous hypotheses about the profitability of diversification and focus boil down to two lines of argument:

EFFICIENCY (OR INEFFICIENCY) OF INTERNAL CAPITAL MARKETS The diversified firm internalizes the capital market by acting as an allocator of resources among businesses in the portfolio. Advocates of diversification claim that the closer proximity to the companies and access to better information about them permits the internal capital market to operate more efficiently than external markets. Advocates of focus argue that behavioral and agency considerations intervene to make the internal capital markets less efficient; people avoid unpleasant decisions about starving or selling unprofitable businesses and therefore tend to subsidize poorly performing units from the resources of high-performing units. Four papers⁷ make the basic argument for efficiency of internal capital markets. Also, Matsusaka and Nanda (1996) have argued that the internal capital market creates real option value for the firm by virtue of the strategic investment flexibility it affords.

COSTS OF INFORMATION AND AGENCY Multidivisional firms are complicated to understand; investors require considerable information to value these firms. Yet most diversified firms provide no more information about their operations than do more focused firms. This opacity creates an asymmetry of information that might cause investors to discount the value of diversified firms more than focused firms. Also, the opacity shelters managers of diversified firms from the scrutiny and discipline of capital markets, creating the threat of agency costs and the manager’s expropriation of private benefits. This, too, leads to lower profitability. Scharfstein and Stein (2000) and Rajan, Servaes, and Zingales (2000) argued that unrelated diversification is inefficient and is a result of agency costs. Cross subsidization of business units within the firm is inefficient. Agency costs appear principally in efforts by managers to reduce risk of the firm out of self-interest only, and extract private benefits of control.