Weatherhead School of Management PLCY 490 Pre-Requisite MGMT 499 or equivalent Corporate Strategy Fall 2006 Instructor: Sayan Chatterjee Please Use the Hyperlinks in this Syllabus to Navigate E-College Office Hours: By appointment Please read this document carefully. If two people agree 100% of the time then one of them is not necessary: Will Rogers Topics Concepts that underlie corporate-wide success Discerning the inimitable capabilities of your organization Recognizing synergies across a firm’s multiple lines of business and leveraging these capabilities in new businesses Developing new markets Identifying markets that have a high probability for success o Learning to leverage your capabilities o Driving innovation in order to enter and become profitable in “adjacent” markets How to choose between greenfield entries, joint ventures, and acquisitions Techniques for managing acquisitions Statement of Objectives This course will help you understand the keys to successful corporate development competitive advantage in every business in which a firm is involved. In particular, the course will help the participants to understand the following: Competitive advantage in the 21st century o Conceptualizing sustainable competitive advantage as a system of activities (capabilities) rather than size and scale economies. A firm needs to understand the few things that it does better than its competitors. These are its critical capabilities that must match the business logic. The firm must clearly understand the limits to growth of the core business. Corporate development strategy through capabilities and leveragable capabilities o Before venturing into a new business, the firm has to have a clear understanding of the critical capabilities required for success in the new business. o Firms can increase the odds of success if they can leverage (parts of) existing capabilities to new businesses. Corporate development strategies– adapting to a market o Analyze the industry environment in order to select the competitive battlefield to increase the odds of success by leveraging some of your existing capabilities – sometimes also known as core competencies. This is a relatively low risk strategy. We will develop methodologies that will allow you to identify markets (segments) where your current capabilities are leveragable. Corporate development strategies– shaping a market o Usually requires developing a completely new set of capabilities - very risky. We will develop concepts to understand techniques to mitigate these risks. Acquisitions as one of the means for corporate development o Approximately half of the class sessions will be devoted to the specific case of acquisitions as a means to expand the boundaries of a firm. We will explore both how acquisitions contribute to competitive advantage and the selection process and integration of the acquired entity. Less emphasis will be placed on strict financial valuations and negotiations. This course should complement courses in competitive strategy, industry analysis, as well as purely financial approaches to diversification and mergers and acquisitions. Description of Instructional Methodologies and Teaching Materials The primary learning tool is class discussion based on a combination of readings and cases. A wide range of issues relating to effective management of corporate growth is discussed. The readings are a mix of theoretical, conceptual and empirical articles drawn from the academic and popular business press. The cases are based on corporate growth and diversification issues faced by both domestic and international firms. Use of frameworks: This course is built around a series of concepts/frameworks that help us discuss issues of competitive advantage and how these competitive advantages feed into corporate development. I have two basic premises behind this approach. First, the use of a framework helps us approach the case material from a perspective that is generalizable. Second, the use of a common framework makes the discussion process more efficient. We can debate the assumptions and the logic that follow from the common framework, instead of spending time deciding on a starting point. (I use the same approach with my business clients and generally this is a process that works well.). We will, therefore, try to consistently use the framework across all the sessions. I have one caveat about frameworks. I use a framework. This framework works for me because I have developed it on my own and refine it as need be. I always urge both my students/ corporate clients to try to modify a framework that we develop in the classroom/training to their own thinking style and/or one that will work best in their organization. This may be something as simple as choosing different labels or could be more complex, like constructing a new conceptual architecture. However, to ensure a solid grounding in the framework that I use any modifications should be considered outside the class. I will be happy to react to any ideas you may have. Once we have developed the frameworks, the primary method of learning will be class discussion and intra-group discussion and online inter-group discussion. The discussions will be supplemented by short lectures and summaries given by me. Note: It may be useful to consider the characteristics of a good framework. I like to think about the good framework as ‘time to insight’ or a ‘structured approach to unstructured problems’– how quickly you can get from a blank sheet of paper to some specific ideas as to how to achieve your goals. Background Knowledge before First Day of Class: I will expect all of you to be familiar with Porter’s 5 Forces framework. If you have not taken your core strategy course with me, I recommend that you review my voice embedded power points on Industry Analysis –( Power Point presentation (and these short cases– Streaming Video Industry Analysis Part 1a , Industry Analysis Part 1b, Industry Analysis Part 2a, Industry Analysis Part 2b) especially Part 2. I may approach these frameworks slightly differently than what you have seen so far. However, this has usually not posed any problems. However, I strongly recommend that you review my article Core Objectives before classes start. Preparation for class and participation: This is a hybrid class consisting of both face to face (f2f) sessions and remote (online) sessions. Most of the situations that we will encounter during the course cannot be solved using structured techniques. These situations will have to be approached from many sides and with an open mind. It is, therefore, imperative that each of us thinks about the situation at hand and shares the logic of our opinion as clearly as we can. At the same time we have to listen to others and use their logic to shape our own thinking. To effectively participate in class, your preparation should have a plan. When I read a case, I am always trying to see how I can hang the case facts on conceptual hooks, or a framework. However, if I simply read the case/article, without thinking how I may apply it, then chances are, at best, I can repeat the facts and not provide any insight. Online (Remote) Sessions: Roughly half of the learning would take place online. Most of the conceptual lectures will be online. You will have an opportunity to ask me clarifying questions through a discussion board. There will be discussion boards that will explore the cases discussed in class as well as cases that will be discussed strictly online. To keep the discussion board manageable a representative from each group will share the group’s view to the rest of the class – including dissents within a group. This implies that the group has to meet to discuss these issues. Next each of the other groups will have to respond to THE COMMENTS MADE BY ANOTHER GROUP FOR AT LEAST ONE TOPIC. Online sessions are shaded light blue in the schedule. They are also in a blue font in Course Document You are not required to submit a write-up for each case. However, you can expect to be called upon at any time during the class. Therefore, you should do whatever you feel is necessary in order to be prepared -- this may include (but is not limited to) making a case outline or discussing the case with classmates prior to coming to class. Workload: The workload in this class is going to be very heavy. It will not include busywork but work targeted for you to get the most out of the class. The cases have varying demands. Some are short cases while others are quite lengthy. However, all the cases will require you to spend a fair amount of time thinking about the issues. Case Assignments: For some cases, there will be specific assignments to make sure you have thought through complex issues. These are the highlighted preparation questions in the syllabus. Assignments will not be graded but given a check or check plus. All case related assignments should be limited to one typewritten page. Assignments are group assignments and should be emailed to me. See the Assignment Folder for the assignments. Exams: Will most likely be a case analysis. Term Project: The term project involves applying the concepts developed in class to write a case for analyzing the diversification strategy of a firm, acquisition program of a firm or analysis of a single acquisition or merger. The term project should be done in a small group of 4 to 5 students (choose your own). Given the time constraints of the semester, you should choose a project topic where enough information is available from publicly published sources. I will post a sample project in Blackboard. Please refer to the document entitled “Description of Term Project” for further details. Anticipated Grading Approach and Student-Performance Standards Evaluation will be based on the following distribution: Please let me know ahead of time if you will miss a class. More than two absences during the semester will be detrimental to your class participation grade. Class participation: Mid-Term Exam: Case Assignments: Project: 25% 25% 25% 25% In grading class participation, I tend to give extra weight to comments that are building on others’ comments. This is not an exact science, and you are welcome to discuss your participation grades with me at discrete intervals during the course. An Overview of the Course Material The cases and supplemental materials have been chosen with one simple objective: They are the best materials that I know for internalizing concept(s). The only criterion that I use for choosing cases is that the basic takeaway is applicable to current business environment and not because the case itself is current. The readings are chosen with the same objectives. Some are simply articles from the business press. Some of my own frameworks are not yet published and I will make these available as power point presentations or a working paper. Some material is still being developed and will be distributed later. I may use cases that have been developed by organizations for internal decision-making. Some of these cases have confidential material and will be so marked. In these instances, the organizations have given me permission to use these in classroom settings with the caveat that they should not be disseminated beyond the class. Course material: Much of the required material will be available online in Blackboard. There will be a few hard copies of cases that you need to purchase in a CWRU note. These are highlighted in green in the syllabus. Some readings are available online from KSL. (These links will work only from school or with a VPN connection). Additionally, I mildly recommend that you read assigned chapters from the following book. Failsafe Strategies by Sayan Chatterjee. Wharton School Publishing, 2004. These chapters will NOT be included in the CWRU notes. I will cover the content in my lectures but some students have found it to be helpful to have the book. All discussion board comments are the responsibility of the groups except those that explicitly say that the responsibilities for comments are from Sayan Preparation Assignments and Deliverables Remote Topic Session 1 Corp Development Course Overview There are cases to prepare for first face-to-face (f2f) day of class Corporate Development Intro Lecture Discussion Board: Course Intro Please post any questions or comments. Primary responsibility for answers – Sayan We will not discuss the Gypsum case but think about the core objectives of Gypsum and then read my article where the case is discussed in detail Case Republic Gypsum Readings Core Objectives: Clarity in Designing Strategy Background Readings RUN YOUR VPN FOR CWRU LIB Materials Competitive Strategy Fundamentals: HBS Publishing This is a collection of core material used in Harvard Business School courses in competitive strategy that you can read at your leisure. Recommended reading Failsafe strategies, Section 2 Introduction COMPETITIVE STRATEGY: REVIEW Sat, Topic Preparation Questions Sep 9, 2006 Restructuring 1. Using the Growth, Size and Profit Margin framework developed in Competitive Strategy, analyze the attractiveness of the PUV, CUV and the Accessories segment 10 am 12:30 Case Alcoa Forge and the PUV diversification Readings Porter, M. 1987. “From competitive advantage to corporate strategy”, HBR 1987 May/June Vol. 65, Iss. 3; pg. 43 Reprint, 87307. 2. Do you agree with Alcoa’s decision to enter the PUV segment? 4. What do you recommend that Alcoa Forge do with the PUV business at the time of the case? 5. How do you apply Porter’s model to diversification decisions? Do you agree with his three tests? 6. How does Porter’s article relate to the concepts of capabilities and leveragable capabilities/competencies? Comments Sessions and Topic Due Date All discussion board comments are the responsibility of the groups except those that explicitly say that the responsibilities for comments are from Sayan Remote Readings Discussion Board: Core Articles Session 2 Stalk, G, P. Evans and L. E. Shulman. 1992. “Competing on capabilities: The new rules of corporate strategy”, HBR Mar/Apr 1992. Vol. 70, Iss. 2; Reprint 92209. Topic 1. Refer to the Wal-Mart discussion in the Stalk et al article. How do the diagram describing Wal-Mart’s strategy relate to the notion of core objectives and capabilities? Prahalad and Hamel: The Core Competence of the Corporation Topic 3. Refer to the sidebar in the Stalk et al article (the case of Honda – this is the missing page) the specially the last two paragraphs. How are the authors distinguishing between capabilities and competencies? 9/17 The Stalk et al article on the KSL is missing one page attached here. Topic 2. What is the notion of Core Competence? Is it useful for competitive strategy or corporate strategy? Power point presentations posted in online. Background Reading Project Proposal Due – E-mail Sub: Exam Sep 18, 2006 6-9:30 pm Topic Preparation Questions Review of Competitive Strategy 1. What are Dell computer’s leveragable capabilities? The Core Framework for Corporate Development Dell Computer 2. Critically evaluate Dell Computer’s diversification strategy. In particular, be prepared to discuss the segments that Dell chose to compete in and the timing of entry in different markets/segments Case Group Assignment: Dell’s Diversification Please retrieve Dell HP assignment from 490 Blackboard Case For Dell, Success In China Tells Tale Of Maturing Market WSJ 07/05/2005 8 9/10 Riding the Tiger This is an interesting article that challenges many of the common concepts of strategy Remote Topic Discussion Board: Microsoft Session 3 The Role of Leveragable Capabilities in Adapting to and Shaping Markets Topic 1 What are Microsoft’s Corporate Development objectives? Early 1980s, With Windows and IE intro. Topic Topic 2 Was Windows a leveragable capability in the application business. Driving innovation in order to enter and become profitable in “adjacent” markets Case · Dell Continued if needed Topic 3 Was the developer tools a leveragable capability in the establishing Windows? Group Assignment: Please retrieve Microsoft assignment from 490 Blackboard · Microsoft 1980s, 90s, 21st. Century (check blackboard for updated case) · Microsoft vs. Google Recommended reading Failsafe strategies, Chapters 9 and 10 Oct 2, 2006 6-9:30 pm Topic Preparation Questions Mode of entry As a board member of EMI, are you convinced of the company’s need to diversify away from the entertainment business? Case EMI and the CT Scanner (A) HBS (9-383-194) in CWRU notes Phillips Expansion into Medical Business. WSJ January 4, 2005; Page C1 1. As of 1972, will you vote for the six million capital requests to enter the scanner/medical electronic business? 2. If you decide to enter the business: a. Which mode of entry would you choose? b. Which market or markets (U.S., Europe, Rest of the World) would you choose? 3. Prepare a five-year plan post-entry laying out what contingencies may arise and how you wish to tackle them. 4. If EMI enters this market can it develop some leverageable capabilities that may allow it to enter other markets? 5. Now repeat the first two questions for Phillips 9 9/25 Corporate Development Programs Topic Discussion Board: CTSK Session 4 Consolidating an new entry Topic 1. What are the critical forces in each segment (threat and opportunity). Case CTS Knights Watch Crystal Diversification XY TF Grth Topic 2. Consider the competitive advantage of CTSK in the Tuning Fork and XY segments using the Capability (new-existing) matrix. You have to not only deliver value to the customer but also mitigate or take advantage of the critical forces. Topic 3. Size Which segment do you want to play in? Due 10/9 Remote BP SP Riv TOE Sub High Remote Topic Group Assignment: Session 4 Escalating Commitment in a new market Please retrieve CTSK assignment from 490 Blackboard Readings Spreadsheet for computing projected experience curve profits for CTS Knights Background Readings Read up on experience curve and pricing strategies if not familiar. Oct 16, 2006 6-9:30 pm Topic Preparation Questions Acquisitions as a means of Corporate Development 1. Does Newell have a successful corporate-level strategy? Does the company add value to the businesses in its portfolio? Case 2. What are Newell’s core competencies/leveragable capabilities? Newell Corporation 3. What challenges faced the company in the late 1990’s? In this context, does the acquisition of Calphalon make sense? Rubbermaid? Session 5 Oct 30, 2006 6-9:30 pm Project First Draft Due – E-mail Sub: Exam Exam case will be available on Friday in your folders Mid-Term Exam 10 10/23 Remote Session 6 Framework for Acquisition Success Topic 1 Case 1a, How can Banc One help the acquired banks increase revenue? Banc One Corporation: The Evolution of Partnership (UVABP-0335) in CWRU notes Readings 1b. Decrease costs? “A framework for acquisitions” Working Paper. Sayan Chatterjee Topic 2 1c. How do they integrate acquisitions? Who to fire and who to support? 2. How does Banc One develop an information advantage over other acquiring banks? Topic 3 3. What are the key features of a Banc One’s replicable acquisition process? Nov 13, 2006 6-9:30 pm Topic Preparation Questions Growth thru acquisitions 1. How has RPM added value in its acquisitions? Case: 2. What is the limit to RPM’s strategy? RPM 3. What are the objectives of a roll-up program? Topic 4. What industries are suitable for these kinds of programs? Roll-Ups Case Hurricane Huizenga - Used car superstore, Business Week Readings “Meet the King of the Garbage Heap” Business Week. 5. What capabilities are needed to succeed in a roll-up?. 6. If you apply these general concepts to Automation (focus on the used car segment) what does Huizenga have to do to make a success of this acquisition program? Strategic Rollups: Overhauling the Multi-Merger Machine strategy+business web site (registration required) Reprint No. 00205 11 Read my responses to Topic 1 before Topic 23 Discussion board on Banc One Topic 2-3 by Nov 10 Topic Topic 1 by Nov 6, Remote Remote Topic Discussion board on Merger Integration Session 7 A framework for managing merger integration Topic 1 What were the key objectives in the Novartis merger? Post-Merger Integration: How Novartis Became No. 1 strategy+business web site (registration required) Reprint No. 98207 Topic 2 Readings Evaluate the integration strategies of all the acquisitions we have seen so far. Power Point on Merger Integration (will be distributed later) Do you feel that the integration strategy matched these objectives? Topic 3 How GE integrates acquisitions Havard Business Review, Reprint #98101 “Acquisitions: the process can be a problem,” Jemison and Sitkin, 1986. Harvard Business Review, 86203. Nov 27, 2006 6-9:30 pm Topic Preparation Questions Applying the course concepts 1. Why did Kellogg acquire Worthington Foods? What are the potential benefits? Case Kellogg-Worthington Merger (UVA-BP-0426) Readings 2. How will Kellogg recover the premium paid for Worthington? 3. What are the risks in this acquisition? Note: Mr. Steve Benoit former VP of Kellogg will join us in class. Final Project Due Dec 4 12 11/20 Case 13