転売目的の企業経営 : モジュラー化する企業

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  • MANAGEMENT FOR RESALE : THE MODULARIZATION OF CORPORATION
  • テンバイ モクテキ ノ キギョウ ケイエイ : モジュラーカ スル キギョウ

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This paper analyzes the effects of the development of the market for corporate control upon organizational structures or management processes. Researches on the market for corporate control have focused on the effects upon shareholder value. But we guess that the market for corporate control will urge executives not only to increase their shareholder value, but also to undertake corporate management that will facilitate buying or selling business units of the company. In this paper, we focus on the latter effects and analyze the aspects of organizational structure or management process that ease buying or selling business units. Some key aspects of that are examined by the case study of R. P. Scherer Corporation, softgel capsules manufacturer, which was resold to Cardinal Health Inc. by Shearson Lehman Hutton Holdings. R. P. Scherer under control of Shearson Lehman Hutton was transformed into "the modular-corporation" which means the corporation divided into small business units, decentralized, and standardized. Dividing the corporation into small units brings down the acquisition price of each individual unit. Decentralized organization minimizes the influence of the change of headquarters upon the sold business units. Standardized management process decreases the need of learning the way of managing the sold divisions. These aspects of the modular-corporation increase the ease in buying or selling business units. The modularization of corporation facilitates buying or selling business units, but shrinks a synergy effect that is one of goals of purchasing business units. In order to gain the synergy effect, middle managements need to share management resources of each unit. But, if the acquirer also considers selling any business units in the future and decentralizes the organizational structure, coordination between middle managements will not be made by upper managements and the synergy effect will not be realized enough. This "unrealized synergy effect" problem is an important insight to be drawn from the analysis in this paper.

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