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Mergers & acquisitions process research - A review Michael Grant, Lars Frimanson & Fredrik Nilsson Department of Business Studies, Uppsala University

ABSTRACT The purpose of this paper is to provide an update and review of M&A process research following Haspeslagh and Jemison (1991). The review follows a methodical approach using selected elements from the systematic review methodology of evidence-informed management knowledge. The reviewed papers are separated into M&A process categories in order to identify and examine theoretical perspectives, research questions, research designs, empirical research contexts, data and methods, perspectives of analysis, and main findings. The review also reveals and adds new ways of how to view and describe M&A processes, and proposes directions for future research. 21 years after Hasepslagh and Jemison (1991) developed the process perspective in M&A research, this review brings together papers from top-rated academic journals within nearly all fields of business and management research. Thus providing an assessment of “state-of-the art” M&A process research.

1. Introduction Process is an important aspect of research on mergers and acquisitions (M&A). Process reminds us of the complex set of steps organizations and their members go through resulting in both intended and unintended acquisition outcomes. Jemison and Sitkin (1986) introduced process as a perspective in M&A research to provide an alternative to the rational choice perspective. Subsequently, calls for process research were made, particularly for qualitative process research (Cartwright and Schoenberg 2006; Haspeslagh and Jemison 1991; Risberg 2006; Meglio and Risberg 2010) and a growing body of literature on M&A processes has emerged in recent decades. This research has employed a variety of theoretical perspectives to address an increasing range of complex M&A process issues. In the past decade, this research 1

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has developed theoretically, and many M&A process papers now make it to top-rated academic journals. Yet, no systematic knowledge exists on what is known about M&A processes. This paper represents an attempt in that direction by providing a systematic review on the topic. M&A processes are highly complex. There are several motives and they differ for different stakeholders in any particular M&A process. The same holds for sub-processes, such as the idea process, the justification process, the integration process, and the outcome (Haspeslagh and Jemison 1991). When there are many motives, so too are the explanations and they are often contradictory in space and over time, simply because each observed M&A process brings an unique cultural, organizational, and social dimension (Meglio and Risberg 2010). Examining causes and consequences of M&A is the domain of cross-sectional research. But rather than examining causes and consequences, process research relies on longitudinal designs and qualitative field data to understand what is going on in M&A processes, how processes are linked to each other, and how people experience them. This paper reviews the substantive contributions of 55 empirical M&A process research papers published in 4* and 4 ranked journals in the Associations of Business Schools’ list between 2001 and 2010. The contributions are reflected upon and new and interesting avenues for further M&A process research are discussed. The reviewed papers are separated into M&A process categories to identify and examine streams of theoretical perspectives, research questions, research designs, empirical research contexts, data and methods, perspectives of analysis, and main findings. The remainder of this paper is structured as follows. First we present our methodology thereafter we characterize the research following the M&A processes and finally we present some tentative conclusions.

2. Methodology The review follows a methodical approach using selected elements from the systematic review methodology of evidence-informed management knowledge (Tranfield et al. 2003). This includes a documented, replicable and transparent process for planning, conducting and reporting.

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The M&A phenomenon is the focal point of the study. While it entails many facets, such as strategic and organizational changes, it has been used when studying corporate diversification, resource dependence theory, human resource management, executive compensation, learning and social and cultural integration (Armenakis and Bedekian 1999; Barkema and Schijven 2008; Gomez-Mejia and Wiseman 1997; Hillman et al 2009; Hitt et al 2006; Ramanujam and Varadarajan 1989; Stahl and Mendenhall 2005). This means that the review contains many different phenomenon and fields applied to M&A. Therefore it cannot give evidence of the status of processes pertaining to constructs and theories related to other fields. 2.1 Planning the study After framing the research question the key concepts of merger and acquisition were defined. Thereafter sources to search from were selected. There is a variety of sources available including articles, books, conference papers and dissertations (c.f. Tranfield et al. 2003). Our criteria were to get the latest up to date knowledge which has been tested with academic rigor. Also, we wanted to get a broad overview of M&A research covering as many fields as possible within business and management studies. These considerations led us to selecting journals from the 2010 list published by ABS (Association of Business Schools). This guide is designed to primarily serve the needs of business and management research and covers 22 subject fields. Apart from management it includes fields such as accounting, business history, economics, organization studies and psychology. The ranking of the journals within the list is based on peer review, statistical information relating to citation and editorial judgments. All journals marked with the two highest categories 4* and 4 were selected. This resulted in a total of 94 journals (see Annex 1) covering 20 of the subject fields. The two fields not being covered, Business ethics and governance and Management development and education, lacked journals ranked 4* or 4. Extending the search to also include journals rated 3 would add another 230 journals. This was deemed practically not feasible given the time allocated to the study. The last ten years, 2001-2010, was chosen as a reasonable time frame, since we wanted to cover the current state of M&A research. Also, other scholars have indicated that process studies are more likely to have been done during later years (e.g. Cartwright and Schoenberg, 2006; Haleblian et al. 2009; Meglio and Risberg 2010).

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2.2 Conducting the review Within the selected journals, we did an abstract search on the keywords Merger, merge*, acquisition, divestment, divest*, takeover, buyout, spin-off, IPO and private equity. This also included the plural form. For all of the articles, the title and abstract was read in order to identify if the article could be classified as a M&A study. If the abstract did not give clear guidance the article would be read partly or entirely. For each journal, the date of the search, the database used, and the number of hits and M&A articles per keyword were recorded in a table. The references for all M&A articles were saved in EndNote X3. For each journal we collected and saved in a binder, the table, the reference list in EndNote, and the articles in full. In total 591 articles were defined as being M&A articles (see Annex 1). As a second step the sections describing the method and data were read to determine whether the study was a process study. If the result was not clear the study was discussed with the other authors and a joint decision was formed whether the study was deemed to be a process study or not. A general principle was to include studies which were ambiguous as to whether they could be seen as process studies. As a third step the articles were read and a 1-2 page document was written on each paper including elements such as authors, title, journal, abstract, positioning of the research question, context, research process and analysis, data, contributions, and our own comments. This enabled us to get an overview of all articles. When doing our analysis we used these together with the articles. In our results we present for each article, in table 1, the following: researched process following our process categories; author(s) and title; theoretical perspective; research question; research design; M&A context describing type of transaction as stated in the article; data and method; perspective of analysis describing which party(-ies) perspective(-s) are used in the analysis of the M&A transaction; and main findings. 2.3 Constructs There are different ways of defining a merger or an acquisition. Webster´s New Twentieth Century Dictionary defines “merger” as the combination of several companies, corporations etc. in one. An “acquisition” on the other hand is simply a purchase. Another term often used is M&A, mergers and acquisitions. Generally these terms are used interchangeably, as in this paper.

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The other side of an acquisition is the divestment process which, obviously, has a strong influence on the acquisition process in the acquiring company. Studies of divestments are also included in this review while they show the “other side” of the acquisition i.e. the company being acquired with its processes. This also includes divestments by ways of public offerings, spin-offs, management buy-outs or sales to private equity companies. These types of divestments have similarities with a sale to one buyer even though the process doesn’t lead to the integration of the acquired company with the buyer. As an example the divested company might change its organizational identity, similar to what can occur when an industrial company acquires a business. An industrial company can also limit the extent to which the acquired company is integrated. In the pre-merger phase the process of the sale via a public offering or a sale to a private equity buyer can be the same as for a sale to a company integrating the acquired business. As an example a company can pursue a dual-track process in which the divested company either will be sold via a public offering or directly to an industrial or private equity company. In this case the pre-merger process is the same either the buyer will integrate the business or not.

There are also other forms of strategic change in organizations which include transfer or sharing of assets or knowledge to other organizations like alliances including joint ventures. Parts of these transactions can be similar to M&A processes, as an example setting up a joint venture can have similarities with a merger process. However, in their main part these processes are different from M&A processes, while they are cooperative and designed to allow partners to share risk and resources, gain knowledge, and obtain access to markets (Hitt et al., 2000). 2.4 Reporting the review In this section of the paper we present how the papers are characterized. When reporting the study we use Van de Ven’s (1992) description of process as a sequence of events or activities describing how things change over time. The papers are characterized based on the M&A process model as described by Haspeslagh and Jemison (1991). This model is based on extensive empirical research of acquisitions and is a development of the acquisition model presented by Jemison and Sitkin (1986) in their groundbreaking article “Corporate acquisitions: a process perspective” which introduced the process perspective into M&A research (Risberg, 2006). It also adheres to a common way of 5

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describing M&A processes based on activities and processes taking place during different phases of an acquisition (e.g. Bruner 2004; Pablo and Javidan 2004; Sudarsanam 2003).

Figure 1. M&A process, Haspeslagh and Jemison (1991)

The idea phase deals with the source of ideas for acquisition targets or divestments. “Acquisition justification” is the process in which what they name the “theory” of the acquisition is developed. They describe six important dimensions or criteria for assessing the quality of the acquisition justification including strategic and organizational fit, how thorough this analysis is done and how widely shared the conclusions are in the organization. Furthermore they mention the timing of the integration of the target into the acquirer and the maximum price the acquirer is willing to pay. Haspeslagh and Jemison base their analysis on a capability based view of value creation. The underlying assumption is that it is not possible for firms to achieve a distinct competence, something which they can do better than other firms that will give them a unique and lasting competitive advantage. They rather see the firm’s competitive position or advantage as a result of the firm’s application of a wide range of capabilities, which can be defined as those central to competitive advantage. Based on this view they further discuss and analyze acquisition integration and problems during the implementation process. The acquisition integration process by Haspeslagh and Jemison was further developed by Birkinshaw et al. (2000). Based on their empiricial findings from acquisition integration they added organizational behavioral research and developed the integration process into a task and a human integration process. The former consisting of identification and realization of operational synergies, and the latter focused on the creation of positive attitudes towards the integration among employees on both sides.

Like in the study by Birkinshaw et al. (2000) we found several other examples of studies covering both task and human integration processes. We therefore chose task and human

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integration process as one category. Studies exclusively focused on human integration processes formed their own category.

Idea and acquisition justification was grouped into one category while studies focusing on only the idea or acquisition justification process were few, together only 9 studies out of 55 were found in the idea and justification processes. Also some of these studies included both the idea and acquisition justification processes. The group process outcome includes processstudies with a primary interest in outcome of acquisitions.

To sum up we chose to categorize the papers in four groups: idea and acquisition justification; task and human integration; human integration; and process outcome. Each of these groups, except for process outcome, can be viewed as a process in itself or a selection of processes taking place under the group itself, while in essence all processes take place at a micro level. Process outcome is the outcome of the whole acquisition process.

Some of the studies could be placed into more than one of the categories however we have selected to place each study only in the group in which its main emphasis lies.

3. Results 3.1 Idea and acquisition justification process Few studies cover this process which is notable since many elements like strategy, motives and price to a large extent are determined in this process. In spite of this these studies contribute with alternative perspectives on how to interrogate the M&A phenomenon; institutional changes and logics as antecedents and motives; how several factor together contribute to acquisitions and divestments; and how trust, balance of power and key values can influence the negotiation process.

The studies highlight important alternative perspectives in researching the phenomenon. Meyer (2006) gives emphasis to changing the perspective of acquisitions from being portrayed as a single phenomenon to acquisitions and divestments as means of achieving strategic change by following two Danish companies’ internationalization and focus of their business over a 25 year period. Graebner and Eisenhardt (2004) add the importance of the seller in the process and present an alternative framework of acquisitions as courtship in 7

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contrast to takeover and agency perspectives. They demonstrate that the leaders of selling firms pay limited time to short-term personal benefits but rather seek buyers that offer longterm resource combination potential and “fit” between the leaders, and the sellers culture and employees. Also they show that investors and the board joined managers in this view in valuing combination potential and “fit”.

The studies show how the change in institutional logic and other changes in the external environment impact the process. Thornton (2001) describes how a change in institutional logic in the market for education and higher publishing increased the risk of being acquired. While Kitchener (2002) explores how the institutional logic in health care changed from professionalism to a managerial logic. This paved way for uncritical adoption of a “merger is effective” myth and a dysfunctional merger of Academic Health Centers. The author argues that the merger was an example of managerial agency using M&A as an option managers can select from a menu of legitimized options. Wood (2001) also give an example of how the external environment impact M&A by showing how a company adopted to regulation by restructuring the company in the premerger phase. Savage (2004) add the local union as a stakeholder, examining how it used media and cooperation with other stakeholders to influence the outcome for employees and public health care in a merger between a private and public hospital.

The papers also contribute to other knowledge on acquisition antecedents and motives by adding and giving examples of how several factors together contribute to acquisitions and divestments. Examples of these are changes in top management team, personal motivation including life changes such as marriage and a less stressful work situation, and attraction of buyers (Graebner and Eisenhardt 2004; Kitchener 2002; Meyer 2006).

Some studies focus on parts of the negotiation process. Morris (2001) adds, to existing union literature, the importance of balance of power, and balancing of key values in explaining why a merger between three traditionally rival unions succeeded. Graebner (2009) shows how trust asymmetries between sellers and buyers develop and impact the process, while Brauer (2009) investigates which factors influence corporate and divisional manager involvement in divestments.

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3.2 Task and human integration process Papers related to this process include the study of knowledge transfer, leadership and change and the role of acquired leaders and other participants. Studies of knowledge transfer demonstrate different processes for different type of knowledge, each with its own facilitators and temporal characteristics. The research on leadership and change point at several difficulties involved when trying to change and integrate organizations. Several of the studies follow the process over a long time period, up to 6 years, revealing a long time required for change processes with impediments arising during the journey. This research also highlights the multiplication of difficulties when the change process involves pluralistic organizations, like health care and universities, with diffuse power and divergent objectives. Closely related to leadership is the question of how to allocate positions and functions in the combined company. Applying an organizational justice perspective in practice reveal the difficulties when trying to balance the fostering of relationship with economic productivity This study of the integration process also show how acquired leaders can contribute to create value and what role the HR function or the integration team can play. Other contributions are how the external environment influence the integration process and the role of confidentiality agreements and its effect on employees and the organization. The perspective of stakeholders outside the companies involved are rarely studied. The paper by Spedale et al. (2007) is therefore of special interest since it brings to the afore how the relations with customers and suppliers of the acquired company is effected in the integration. Bresman et al. (1999)1 show in their study of knowledge transfer in international acquisitions how different forms of knowledge transfer were related to the different processes and had different temporal characteristic. Transfer of technical know-how was facilitated by communication, visits and meetings and time elapsed since acquisition; transfer of patents and management systems was facilitated by articability of knowledge, size of acquired unit and recency of acquisition. They also showed that early, 2-3 years from time of the acquisition,

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This study was republished 2010 in Journal of International Business as the 2009 decade award winning article and is part of our sample. 9

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transfers were from the acquirer to the target while later, after 3-6 years, was reciprocal. Ranft and Lord (2001) also explore how firms gain new technologies and capabilities in acquisitions making a somewhat similar distinction as Bresman et al (1999) between the tacitness and social complexity of the knowledge. They identify the balance between the speed of transfer and knowledge preservation; communication and retention of key employees as important factors for transferring knowledge. Two examples of studies of knowledge transfer in other industries are given by Schweizer and Empson. Schweizer (2005) investigates how the acquisition of a biotech company should be integrated into a pharmaceutical company. His findings suggest using different approaches across different functions and value chain components based on a distinction between different short- and long-term motives. Empson (2001) investigates knowledge transfer in mergers between professional service organizations and explores reasons behind individual resistance to knowledge transfer. She finds perceived differences in the knowledge base (tacit or codified) of the firms and the quality of the merging parties’ external image as reasons behind individual resistance. Denis and Langley (2001) highlight, in their study of merger between hospitals, how the special character of the pluralistic organization impact integration and strategic change. They saw that change tended to advance cyclically and was dependent on the “coupling” between a collective leadership group with the organization and its environment. Another leadership study is Yu et al (2005) which in an ethnographic study, investigate what topics senior management attend to during the integration process of several acquisitions by a medical group. They found that most time was spent on operationalization of administrative functions, i.e. structures and systems and it took five years until the objective with the merger, patient care, was focused on. They portrayed the integration process as an ongoing journey including vicious circles and even after eight years the organizations still had separate cultures (acculturation process of adaptation not seen). In a longitudinal study over 6 years, of mergers between Australian Universities and colleges, Kavangh and Ashkanasy (2006) examine how leadership and change management approach affect individual acceptance of change in organizational culture. The results suggest that the direction in which the organizational culture moved in terms of constraint or autonomy for the individual and the pace of change affect if individuals will accept or reject change and how 10

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they will perceive leadership. Other important elements for the perception of leadership were communication and a transparent change process. Fulop et al. (2005) explore the merger of public health care organizations. They highlight how multiple stated and unstated motives were based on simplistic assumptions about organizational change processes and demonstrate how perceived differences in organizational culture and “takeover” perceptions formed impediments to realization of motives. Apart from cost savings and service development they found multiple motives normally not included in mergers between private companies like local and national politics, community motives, addressing managerial deficits, improving conditions and career prospects for staff and address recruitment and retention problems Meyer (Meyer 2001; Meyer and Altenborg 2007) use an organizational justice perspective to explore the tradeoffs in mergers between different approaches to allocate positions and functions. These underscore the difficulties when trying to encourage relationship and economic productivity at the same time. They also give an example, from a failed international merger, of the difficulties in operationalizing the approaches. They argue that in this case the equality principle did not lead to social integration. This together with a large top management team with equal numbers from each company and structural restrictions in the shareholders agreement attributed to the break-up of the merger. In another paper by Meyer and Altenborg (2008), analyzing the same case, the authors argue that the merger parties had complementary resources, strategic fit, but different views existed between the parties on how these resources should be deployed. The incompatible strategies were not resolved due to the equality in national governance structures and thereby contributed to the failure of the merger. Graebner (2004) demonstrate, in her study of acquired technology firms, the importance and role of acquired leaders in integration of the acquired firm. The acquired leaders contributed to unlocking expected value through speeding up interaction with the buyer and mitigating employee concerns. These leaders were given cross-organizational responsibilities, which enabled them to identify and realize opportunities for unexpected resources configuration (serendipitous value). Marks and Vansteenkiste (2008) describe the role of and actions an HR function can undertake to support a business and its employees in a company being sold to two competitors and partly being dismantled. Boselie and Koene (2010) follow a company during a two year 11

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period, when negotiating a private equity buyout. They describe how HR initially was decoupled from the buy-out process by top management impeding HR initiatives, but later on as the transaction grow more hostile played a role in supporting the management. Llewellyn (2007), using an agent perspective, argue that a merger integration team of ten agents were instrumental in the first 18 months of the integration. She also discusses and tests conceptual agent views from Archer and Giddens. Mtar (2010) uses three comparative case studies to examine how the institutional effect influence the integration of management systems in French acquisitions in UK. The findings reveal that the institutional effect varies dependent on market structure and power dependency factors. Harwood (2006) explores the impact of confidentiality agreements in integration of acquisitions. The findings demonstrate that the agreements at the company level enabled “space” to discuss and do some change without fear of disrupting ongoing business. At the individual level the effects were information and prestige power, protectionism and a low level of inter-team trust. Different information transfers, in spite of the agreements, were also identified. The paper by Spedale et al. (2007) belong to one of the few studying other stakeholders than the companies and owners involved. They explore how relations with customers and suppliers of the acquired company is effected and factors influencing this. They identify communication, idiosyncratic investments, interpersonal relations and personnel turnover as critical managerial decision areas affecting the relations. Also they mention the balance of power and sensemaking processes between the acquired company and its suppliers and customers as being important. 3.3 Human integration process Research related to this process includes employee reactions, organizational identity change, and a discursive perspective giving attention to how language constructs phenomena. How employees react to acquisitions have been studied earlier. Four of our studies include additional contributions to this area. These include findings of positive target employee

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reactions, the highlighting of managers negative emotions, and activities managers of the acquirer and target can use to reduce negative employee effects. One central element in integration of organizations is identity change. A group of studies explore various perspectives of this. Included in these are how national identity can be used by employees to create “we” and “them” and gain power; how organizational identities differ along hierarchical levels; and how employees can shift focus from organizational to professional identities in change processes. Other papers develop models for the process of organizational identity change including elements like “sense of continuity” and what leaders can do to facilitate identity change. Another paper demonstrate the linkage between institutional trust and an organization’s identity. A discursive perspective has been used to reveal how media legitimate and create winners and losers in mergers. It has also uncovered how discourses can be used by employees for framing success or failure, justify their own actions and gain power. In a merger between two public service organizations Dackert et al. (2003) examine how employees perceived their own, the other and the expected merged organization before the merger. They show that prior to the merger employees in both organizations expected one of them to be dominant after the merger. Members in the non-dominant group felt threatened by the merger and therefore stressed their own distinctiveness. Ford and Harding (2003) present their analysis of managers emotions in a merger in the form of the play Dr Faustus by Christopher Marlowe. This suggest that managers felt as if they had sold their souls in the merger. Several examples of situations in which the managers experienced negative emotions are also presented. Brannen and Peterson (2009) describe how individuals are impacted in a cross-border acquisition between a Japanese and a US company. They describe activities used to reduce alienation but also found pockets of alienation in the acquired company. In another paper on cross-border acquisitions Teerikangas (2010) found that in six out of eight acquisitions studied employee reactions in the pre-merger phase were positive. The reason was that these acquisitions were perceived as opportunities to target firms and had the target management involved. She proposes a model for employee reactions in the target company including target and acquirer factors, and target managerial involvement. 13

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Ailon-Souday and Kunda (2003) describe in their paper how national identity, in a crossborder acquisition, was constructed and used by employees to create a “we” and “them” in their struggles for local separateness and global status. In a Swedish Finnish cross-border merger Vaara et al. (2003) examine, in a metaphor exercise, social identity building of “we” and “them” and reveal cognitive, emotional and power aspects. Corley (2004) identifies different organizational identities along hierarchical lines. Examples of differences between hierarchies were whether the identities were based in the organizations strategy or culture and consequently if change in identities were based in language or meaning. An example of how employees can shift their identity is given by van Vuuren et al. (2010). In their study of a merger between two Universities they describe how employees shifted their focus from being a member in an organization towards an identity of profession. Ullrich et al. (2005) argue in their study of a merger between two German organizations the importance of “sense of continuity” for employee identification with the merged organization. Similar to this Clark (2010) describe how a transitional identity can facilitate organizational identity change in his study of a merger between two healthcare organizations. In a global accounting firm´s acquisition of a UK firm Empson (2004) explores the process of organizational identity change with linkage to professional identity. She proposes a framework for the process including how organizational members identify with their organization and techniques which can be deployed by management to facilitate this. Another model for organizational identity change is proposed by Corley and Gioia (2004). Their model include triggers of identity ambiguities, employee reactions and leaders responses. Brown and Humphreys (2006) reveal how different groups used "place" as a discursive resource in creating and defending their version of group and organizational identity. The paper by Maguire and Phillips (2008) focus on organizational identity and institutional trust. They describe how institutional trust is initially reduced by the ambiguity of the new organization’s identity. For a group of employees the lack of institutional trust continued since they did not identify with the new organization. Two of the studies using a discursive perspective examine how issues respectively legitimation of mergers are constructed and reconstructed in the media. Hellgren et al. (2002) 14

WORK IN PROGRESS – PLEASE DO NOT QUOTE June 3, 2012 shows that media constructed “winners” and “losers” around issues of ownership, management positions, locations and staff reductions, while Vaara et al (2006) explore legitimation strategies. The studies identifies discursive strategies such as factualization, rationalization, emotionalization and moralization. In a narrative analysis of a hostile takeover Ng and De Cock (2002) reveal how a chairman of the target used storytelling to carve out a powerful position. In a multiple case study of mergers between Swedish and Finnish companies Vaara (2002) examine how discourses are used in the construction of success and failures by employees. He demonstrates four discursive strategies (rationalistic, cultural, role-bound and individualistic) used by employees for (re)framing success or failure and also justifying their own actions and (re)construction of responsibility. By studying sensemaking of issues in a Finnish company’s acquisition of three Swedish companies Vaara (2003) reveal “irrational features” impeding the integration process. The features he uncovers are inherent ambiguities, cultural confusion in social interaction and communication, organizational hypocrisy and politicization. Riad (2005) argues that “organizational culture” has become a “truth” in merger integration. She illustrates this by using a merger in the public sector in New Zeeland. In a cross-border merger Vaara (2005) analyze the power effects of the choice of language policy. The result demonstrates how language skills affected individual’s power, association of professional skills and social networks. It also illustrates reification of post-colonial structures of domination, increased national identification, and construction of superiority and inferiority. In a later study Vaara and Monin (2010) explore legitimation processes in a merger that was subsequently broken up. The findings disclose how legitimation and delegitimation are recursively linked to organizational actions and the material realm of resources and capabilities. 3.4 Process outcome studies Research focusing on the outcome of the M&A process includes union merger literature and historical research and one paper trying to embrace how the complex weave of politics, 15

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regulation, and sociocultural aspects together with a retaliating competitor influenced a transnational acquisition. Wallis and Winterton (2001) explore why there were different outcomes for industrial relations at collieries following the sale, privatization, of British Coal. They argue that the variations are explained by competing unions and whether the UK government in the sale of the collieries required management to keep previous agreements. Keller (2005) studies consequences of a merger between five unions in Germany. His findings of the outcome are ambiguous with respect to realization of synergies and positive membership development and service. He further argues that competition between unions will intensify. One interpretation he suggests is that the merger was driven by a “merger wave” and not based on an analysis about the future. Kim (2006) describes how a US based transnational corporation entered the South Korean market by acquiring a local company, and how a domestic based competitor retaliated. The outcome was that the acquired company lost market share in their domestic market to its competitor but increased in other parts of Asia. The study reveals a complex weave of global and local politics, regulation, and sociocultural contexts which affect the strategies of TNCs. It also illustrates how a competitor influenced and used farmers, politicians, the general public and government to strengthen its position in the market. Cheffins (2004) explains how mergers influence the national corporate governance system. He uses the US merger wave during 1897-1903 as a parallel to Britain in late 1950´s to early 1970´s to argue that mergers and anti-competitive regulation were important determinants for the separation of ownership and control in Britain. He also describes how efficiency of corporate size, managerial skills, company law, anti-competitive regulation and robust demand for shares can influence mergers. Higgins and Toms (2006) introduce a conceptual model with the market for corporate control and the integration strategy of the acquirer as variable factors. They apply this to the British textiles industry during c.1950-c.1990. Their findings suggest that a decentralized market-led strategy with secured financial resources was more successful than a centralized strategy. They argue that when the market for corporate control was passive a centralized strategy led

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to acquisition gains consumed by managerial rents while a decentralized strategy led to gains accrued to market-making individuals. In a longitudinal historical analysis, from after the first world until 1990, Jones and Miskell (2007) examine the role of acquisitions on the growth of Unilever’s ice-cream and tea businesses. The findings indicate that over the long-term complementary acquisitions added value. Development of local research and market competence and a successful integration based on agreed acquisitions and slow pace contributed to this.

4. Tentative discussion, conclusion, and suggestions for further research Haspeslagh and Jemison (1991) contributed to a better understanding of the acquisition process by developing and describing the processes of idea, justification, and integration, and how these processes affect the outcome. At that time the process perspective was a new way of examining the M&A phenomenon and gain a better understanding of what makes acquisitions succeed or fail. Our systematic review across the fields of business and management research maps the development and current knowledge of M&A processresearch. It also reveals and adds new ways of how to view and describe M&A processes.

Haspeslagh and Jemison (1991) mention the perspective of viewing a series of acquisitions as a means to an end of corporate renewal but do not develop it further. Our review gives reasons to expand this perspective. Research applying a temporal perspective, of 10 to 20 years and beyond, shifts the view from M&A as a single activity to a process of corporate development including several acquisitions and divestments (cf Jones and Miskell 2007; Higgins and Toms 2006; Meyer 2006). This could also mean assessing the outcome for a process consisting of several acquisitions and divestments instead of that for a single transaction.

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Fig 1. M&A process studies, with circles representing the number of studies in each category

The idea and justification process includes notably few studies, only 9 out of 55 papers, see figure 1. Some of these reveal the importance of including also the seller in this process. In Haspeslagh and Jemison (1991) both organizations are visibly present in the integration process but in the idea and justification process only the acquirer is present. Graebener and Eisenhardt (2004) show the importance of including the seller, emphasizing the social side of this process. They reframe acquisition as courtship and corporate governance as a syndicate in contrast to takeover and agency perspectives.

Most of the research have been conducted on the integration process. Based on the study of knowledge transfer Bresman et al. (1999) developed the integration process into a task and a human process (Bresman et al. 2000). This and other research have demonstrated different processes and facilitators dependent on the tacitness and social complexity of the knowledge (Ranft and Lord 2001). Research of the integration process has also unveiled reasons behind individual resistance to knowledge transfer in mergers between professional service organizations, an industry not part of the studies of Haspeslagh and Jemison (1991). Another perspective raised in this process is how leaders achieve change. The research on leadership and change point at several difficulties involved when trying to change and integrate organizations. Several of the studies follow the process over a long time period, up to six years, revealing a long time required for change processes with impediments arising during the journey. This research also highlights the multiplication of difficulties when the change process involves pluralistic organizations, like health care and universities, with diffuse power and divergent objectives.

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Schweizer (2005) stress the need to move beyond the general integration framework suggested by Haspeslagh and Jemison (1991) considering the specific motives, type of knowledge, organizational cultures, and temporal aspects. He suggests, for integration between pharmaceutical and biotech companies, the use of different integration approaches across different functions and value chain components based on a distinction between different short- and long-term motives.

The human integration process represents a new stream of research since Haspeslagh and Jemison (1991). This includes research to further our understanding of how employees react to acquisitions, also encompassing positive reactions, and activities managers can undertake to reduce negative effects. Several studies illustrate the complexity of changing culture and identities. For example these studies show how multiple organizational and professional identities can exist within the same organization and become impediments to integrating the two organizations. They also show how elements like national and cultural identities are actively used and constructed as symbolic resources by members in the organization to serve their purposes.

Studies on process outcome includes the outcome of union merger. This is an example of a different type of organization with its own stream of merger research. Within this process we also find research on business history, with a different time perspective, revealing the longer term outcome of M&As. As an example, the study of the development of Unilever’s tea business contains an example of an acquisition which took several decades to develop globally, and in many instances, over a decade to integrate outside Europe (Jones and Miskell 2007). Although M&A process research since Haspeslagh and Jemison (1991) has brought important findings it is still scarce and only 55 studies out of our 591 M&A papers are process studies. Therefore, the call for further process research as proposed by Haspeslagh and Jemison (ibid), and other scholars thereafter (Cartwright and Schoenberg 2006; Risberg 2006; Meglio and Risberg 2010) is still relevant.

The idea and justification processes are important since they to a large extent determine many elements like strategy, motives and price. We argue that further research of these might reveal 19

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new perspectives, also when understanding M&A outcomes. An example, which might be fruitful to pursue, is the framework of acquisitions as courtship and governance as syndicate, which offers an interesting alternative to takeover and agency perspectives (Graebner and Eisenhardt 2004). This framework also put price into a multidimensional context by including timing, strategic and personal factors.

The integration studies have revealed the importance of type of organizations as context for examining this process. An example is health care organizations which gives a pluralistic setting involving multiple and divergent objectives and diffuse power structures in which leadership is shared and the top teams are influenced of other professionals and external agencies (Denis et al. 2001; Fulop et al. 2005). The studies of leadership and change in these pluralistic organizations show several difficulties associated with this particular type of organization. For example change requires a unified collective leadership something which is fragile due to the diffuse power structures, this is further complicated with multiple and contradictory motives (ibid). Our review give arguments for, depending on research question, moving beyond the general integration frameworks researching M&As as one type of phenomenon and instead researching them as different processes in different organizational and other (Graebner and Eisenhardt 2004) contexts.

The review attempts to give an overview and update of M&A process research using Haspeslagh and Jemison (1991) as a starting point. We have systematically and in a transparent way conducted the review with its limitations. For example there has been M&A process research presented in thesis works and conference papers which will not or have not yet reached the top ranked international journals included in our review. There is also high quality process research published in lower ranked journals. Furthermore, we have chosen the period 2001-2010, thus only indirectly including papers published prior to this period. However while certain high quality process research likely is missing in our review we argue that the papers published in our selection of top ranked journals have gone through a process assuring theoretically well grounded research with a well developed frame of reference, ensuring that the research is up to date and of a high quality.

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Researched phase Idea and acquisition justification process

Author(s) Morris (2001). Industry Change and Union Mergers in British Retail Finance.

Thornton (2001). Personal Versus Market Logics of Control: A Historically Contingent Theory of the Risk of Acquisition. Wood (2001). Regulatory constrained portfolio restructuring: the US department store industry in the 1990s

Theoretical perspective Atheoretical

Economic and structural contingency and resource dependence

Eclectic: portfolio restructuring factors

Research question How is a union merger achieved between three traditionally rival unions and what are the consequences of the merger for unions in the sector? How do the institutional and historical conditions affect the risk of being acquired?

The study explores how portfolio restructuring interacts with US antitrust regulation in local markets.

Research design Single case study

Research context The merger between three unions in the British retail finance sector.

Data and method

Perspective of analysis The three merger parties

Main findings

Qualitative and quantitative analysis.

Higher education and publishing market during 1958-1990.

Qualitative and quantitative industry data from interviews (>33) and archives.

Industry

Identification of two institutional logics editorial (personal) and market logic with different determinants of acquisition.

Single case study

A US department store acquisition.

Qualitative data from interviews (more than 30 with executives at the acquirer and target company, academics and equity analysts) and archives.

The acquirer and regulation

Shows how investment decisions are influenced by the regulation and also impact the regulatory environment. Also illustrates how an acquirer restructured its geography in the premerger stage to conform to regulatory policy and improve the strategic fit of the transaction.

Qualitative data from interviews (with managers from unions and the financial sector) and archives.

Add new factors (convergence of values and structure, balance of power, and balancing of key values in the negotiation between the merging parties) to union merger literature, explaining reasons for union mergers. The study also concludes that several unions still can exist in the sector.

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Kitchener (2002). Mobilizing the Logic of Managerialism in Professional Fields: The Case of Academic Health Centre Mergers

New institutional, political science and social movement.

What are the antecedents, processes and implications of uncritical adoption of mergers in professional organizations?

Single Case study

Two academic healthcare centres in California.

Qualitative merger parties data from interviews (11 key informants) and archives

The merger parties

Graebner & Eisenhardt (2004). The Seller's Side of the Story: Acquisition as Courtship and Governance as Syndicate in Entrepreneurial

Inductive theory building

When and to whom do company leaders sell their firms?

Multiplecase study

12 technologybased entrepreneurial firms in US

Qualitative and quantitative seller and buyer data from interviews (>80), emails, phone calls and archives

Seller

Shows how political choices caused the shift to an institutional marketmanagerial logic from professionalism in health care. Also describes how executive board members of the academic health care centres, business press and management consultants uncritically adopted a standard ´merger is effective’ myth. The result was a merger with dysfunctional outcomes and the merger was subsequently broken up. Argues that managerial agency was important and could be viewed as managers selecting innovations from a menu of legitimized options varying over time. Identify three sell factors: two pushfactors, strategic hurdles (CEO, sales ramp-up, funding, product portfolio) and personal motivation (major life change, increased risk aversion), and one pull-factor, attraction of buyers (combination potential, organizational rapport, and price). Contrast takeover and agency perspectives by developing

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Firms.

Savage (2004). Public sector unions shaping hospital privatization: the creation of Boston Medical Center.

Labor geography

How did a local union influence the shape of a merger between two hospitals?

Single Case study

Meyer (2006). Globalfocusing: From Domestic Conglomerates to Global Specialists.

Brauer (2009). Corporate and Divisional

The merger between a public and private hospital in Boston.

Four interviews with two key union leaders.

Resource based

Why do firms internationalize and focus their business (globalfocusing)?

Eclectic: various manager involvement

What are the key factors influencing managers

The local union

Two case studies

Danisco and GN Great Nordic followed over the period 1990-2004.

Qualitative acquirer data from interviews (eight managers), informal conversations with competitors and former employees, earlier case studies and archives

The acquiring companies.

Single case study

A European technology company

Qualitative seller data from interviews (17), e-mails, phone calls

Seller

Newspapers incl. their coverage of press conferences. City records and union documents.

an alternative framework; acquisition as courtship and corporate governance as a syndicate. Shows how a local labor union were able to launch a highly public campaign and built coalitions with other unions and public healthcare advocates and thus were able to play an instrumental role in influencing the terms of the merger. The result was a merger agreement with significant protection for quality public healthcare and favourable employment conditions. Indicates that the process of globalfocusing was driven by changes in the internal (top management team) and external environment (industry evolution, liberalization of institutional environment and financial markets) which gave rise to a shift in the relative importance of country(high to low) and industry-specific (low to high) resources and capabilities. Indicates that multiple, interrelated, external and internal contingency factors influence the involvement of

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Manager Involvement in Divestitures - a Contingent Analysis. Graebner (2009). Caveat venditor: Trust assymetries in acquisitions of entrepreneural firms.

factors

involvement in divestments?

Interorganizational trust

To study trust and deception between buyers and sellers.

Multiplecase study

divesting four business units.

and archives

12 technologybased entrepreneurial firms in US

Qualitative and seller and buyer data from interviews (>80), emails, phone calls and archives

corporate and divisional managers in the initiation and execution of divestments.

Buyer and seller

Shows how trust of their counterparts are different for sellers and buyers. The author describe how these asymmetries emerge and develop and impact the acquisition process including deceptions.

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Researched phase Task and human integration process

Author(s) Denis & Langley (2001). The dynamics of collective leadership and strategic change in pluralistic organizations. Empson (2001). Fear of Exploitation and Fear of Contamination: Impediments to Knowledge Transfer in Mergers between Professional Service Firms. Meyer (2001). Allocation Processes in Mergers and Acquisitions: An

Theoretical perspective Eclectic: various literature within strategic leadership and organizational change

Research question

Research design Multiple case studies

Research context Five cases of strategic change at hospitals in Canada of which two involved a merger.

Data and method

Knowledge based view

Why do individuals oppose to knowledge transfer in mergers between professional service organizations?

Multiple case study (3 cases)

Three professional service organization mergers across six firms.

Organizational justice perspective

What are the tradeoffs between different approaches to allocate positions

Comparative case studies (2 studies)

A merger and a hostile acquisition within the financial

How does leadership and other factors influence the change process in pluralistic organizations?

Perspective of analysis The merged companies

Main findings

Qualitative merger parties data from observed meetings, interviews (177 interviews), and archives

The two merger parties

Indicates two reasons behind individuals resistance to knowledge transfer: perceived differences in the form of the knowledge base (tacit or codified) and the quality of the merging parties external image. This resistance was apart from stated commercial and objective concerns by the interviewees also ruled by personal and subjective factors.

Qualitative buyer and target data from participatory observation, interviews (78

Acquirer and acquired company.

Gives insights into trade-offs and constraining factors between approaches when trying to comply with fostering relationship and economic productivity.

Qualitative merger parties data from non-participatory observation (54 meetings), interviews (59 interviews) and archives.

Identifies a collective leadership group and its “coupling” with the organization and its environment to be crucial to achieve change. “Coupling” at all levels at the same time was difficult thus change tended to advance cyclically.

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Organizational Justice Perspective. Ranft & Lord (2002). Acquiring New Technologies and Capabilities: A Grounded Model of Acquisition Implementation Graebner (2004). Momentum and Serendipity: How acquired leaders create value in the integration of technology firms.

Fulop et al.(2005). Changing organisations: a

and functions?

industry in Norway

interviews) and archives.

Knowledge based view

How do firms gain new technologies and capabilities in implementation of a technology and capability based acquisitions?

Multiple case study

Seven acquisitions of high-tech companies

Qualitative buyer and target data from interviews (17 interviewees), and archives

The buyer and the acquired companies

Identifies how the appropriation by the acquirer of the knowledge is effected by the tacitness and socially complex form of the knowledge; speed of transfer; autonomy of the acquired company; communication and retention of key employees.

Inductive theory building

Explore how leaders of the acquired firm influence value creation during the integration process.

Multiplecase study

12 technologybased entrepreneurial firms in US

Qualitative seller and buyer data from interviews (>80), emails, phone calls and archives

Buyer and seller

Eclectic: organisational change

Understanding the integration processes of mergers in the

Comparative case study

Four health care mergers in UK

Qualitative internal and external stakeholder data from interviews (131

The merged organisations

Uncover the importance and role of the acquired firm leader for unlocking expected and serendipitous value. The expected value was supported through accelerating interaction with the buyer, solving employees’ concerns and internal communication. Responsibilities across the organizations enabled these leaders to identify and realize opportunities for unexpected resources configuration (serendipitous value). Describes the dynamics between the organisation and its context (stated and unstated drivers for the merger) and individuals. The cases

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study of the context and processes of mergers of health care providers in England. Schweizer (2005). Organizational integration of acquired biotechnology companies into pharmaceutical companies: the need for a hybrid approach. Yu et al.(2005). The Integration Journey: An AttentionBased View of the Merger and Acquisition Integration Process.

context of stated and unstated motives.

interviewees) and archives

also show that problems persisted into the third year after the merger including delays in service deliveries and limited sharing of “good practices” caused by perceived differences in organisational culture and perceptions of “takeovers”.

Eclectic: various factors influencing the integration of acquired companies

How to integrate a biotech company into a pharmaceutical company?

Comparative case study

Five pharmaceutical companies acquiring biotech companies

Qualitative seller data from interviews (18), and archives

The buyers

Proposes an integration framework based on short- and long-term motives applying different approaches across different functions and value chain components.

Eclectic: attention based view of the firm and sensemaking

What topics do senior management attend to, and how much time is spent on each topic, during the integration process?

Eight year The integration ethnographic of several study acquisitions by a medical group in US.

Qualitative and quantitative acquirer data from meetings (147 meetings), interviews, site visits, planning retreats and archival. Total of 241 hours of observation from 1995 to 2002.

The acquiring organization.

The integration process diverted attention from core functions. The management spent most time on designing structures and systems (operationalizing administrative functions) and it took until year five until the reason for the merger, patient care, was focused on. The integration process was portrayed as a continuous journey, also

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Harwood (2006). Confidentiality Constraints Within Mergers and Acquisitions: Gaining Insights Through a 'Bubble' Metaphor.

Eclectic: various research on confidentiality

Explore the impact of confidentiality agreements in integration of acquisitions.

Single case study

Kavanagh & Ashkanasy (2006). The Impact of Leadership and Change Management Strategy on Organizational Culture and Individual Acceptance of Change during a Merger.

Eclectic: Various literature in leadership and change in organizational culture

How does leadership, change management approach affect individual acceptance of change in the organizational culture?

Multiple case studies.

A multinational FTSE100 pharmaceutical company and the integration of its manufacturing operations following an acquisition and divestment program Three Australian Universities that merged with several other colleges.

Qualitative acquirer data from participant observation, interviews (33 interviews with 22 individuals) and archives

The acquirer

Qualitative and quantitative merger parties data from questionnaires, interviews (62 interviews) and archives.

Merger parties.

identifying vicious circles, and even after eight years could an acculturation process of adaption not be seen. Shows effects at company level (provided space to develop scenarios and do some change without disrupting ongoing business) and on signatories (information and prestige power; protectionism and low level of inter-team trust) . The study also illustrates instances of information leakage (accidental, trading, deliberate, ethical and illegitimate). Suggests that the pace of change (indifferent, immediate, incremental) and direction in which the organizational culture is moved (constraint or autonomy for the individual) affect how individuals will accept/reject change and perceive leadership. Communication and transparent change process are other factors which influence how leadership will be perceived.

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Llewellyn (2007). Introducing the Agents.

Agent

Apply and tests conceptual agent views, on what an organizational agent is and acts, to an empirical study.

Case study.

The merger between a Swedish and an UK pharmaceutical company

Qualitative merger parties data from interviews (10 interviewees) .

Merger parties.

Meyer & Altenborg (2007). The Disintegrating Effects of Equality: A Study of a Failed International Merger.

Organizational justice

Explore how the operationalization of the equality principle contributed to the break up of a merger.

Single case study

The merger and subsequent break-up between a Swedish and a Norwegian telecom company in 1999.

Qualitative merger parties data from participative observations, interviews (13) and archives.

Merger parties

Spedale et al.(2007). Preservation and Dissolution of the Target Firm's Embedded Ties

Network and embedded ties

How are the embedded ties of target firms effected when the company is acquired and what factors influence

Two case studies

Two acquisition cases in the travel and food industry.

Qualitative buyer and target data from interviews (40 interviews) and archives.

The customers and suppliers of the target companies

Archer´s (2000) description of agent (self, primary, corporate agent and actor) could be used when describing what an agent is, while Giddens (1984) view of the agents knowledge, rules, power and resources helps to understand how an agent acts. Suggests that: the perception of equality distribution as not being fair by members of the top management team; a large top management team with equal numbers from each company; and structural restrictions in the shareholder agreements contributed to the subsequent break-up of the merger. Contrary to what could have been expected the equality principle did not lead to social integration in the top management team. Identifies four critical managerial decision areas (communication, idiosyncratic investments, interpersonal relations and personnel turnover) which affect the components of the target firm´s embedded ties and also stress the 30

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in Acquisitions.

Marks & Vansteenkiste (2008). Preparing for organizational death: Proactive HR engagement in an organizational transition. Meyer & Altenborg (2008). Incompatible strategies in international mergers: the failed merger between Telia and Telenor. Boselie & Koene (2010). Private equity and human

this?

Atheoretical

Describing the role of HR in managing an organizational death.

Single case study

Eclectic: resource based view and various factors influencing realization of synergies

The study investigates how incompatible strategies contributed to the failure of a merger.

Case study

Eclectic: organisational change, with various effects on,

What role does Human Resource Management have prior a

Single case study

balance of power and sensemaking processes between targets and embedded ties as factors influencing the preservation or dissolution if ties. Describes and give examples of actions an HR function can undertake to support a business and its employees during organizational death.

A Canadian wine and liquor company acquired in 2000 and subsequently sold to two competitors and party of the organization was dismantled A cross-border merger which failed

Qualitative target data from interviews and archives.

Target company

Qualitative merger parties data from participant observation, interviews (25 interviews) and archives.

The two merger parties

Describes how in a related merger, with strategic fit, incompatible strategies were unable to be resolved due to equality in national governance structures. The authors argue that strategic incompatibility is an important link between strategic and organizational fit.

A large Dutch engineering company followed during

Qualitative seller data from meetings, interviews (25), and archives

Target company

Suggests that during the negotiation period organizational uncertainty increases and there is a reduction in institutional trust. The study also

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resource management: 'Barbarians at the gate!' HR's wake-up call? Bresman et al (2010). Knowledge transfer in international acquisitions.

and factors influencing employees

restructuring (Private Equity Buyout) of a company?

Eclectic: knowledge management and factors influencing knowledge transfer

What are the patterns and what factors facilitate knowledge transfer in international acquisitions?

Quantitative analysis and three case studies

Mtar (2010). Institutional, Industry and Power Effects on Integration in Cross-border Acquisitions.

Institutional

How does institutional, market structure and power dependency influence integration outcomes of international acquisitions.

Three case studies

a two year period of negotiating a private equity buyout. Quantitative analysis of 15 large Swedish MNCs acquisitions between 19271990. Three MNC acquisitions with R&D as a motive.

Three French companies acquisitions in UK

shows how top management initially decoupled the buy-out process from organizational and HR issues impeding HR initiatives. Qualitative and quantitative buyer and target data from questionnaires, interviews (50 interviews) and archives.

Acquirer and acquired company.

Qualitative and quantitative buyer and target data from questionnaires, interviews (32interviewees) and archives.

Acquirer and acquired company.

Two forms of knowledge transfer were distinguished: transfer of technical know-how which was facilitated by communication, visits &meetings and time elapsed since acquisition; transfer of patents and management systems which was facilitated by articability of knowledge , size of acquired unit and recency of acquisition. Early transfers were one-way from acquirer to acquired while over time transfer was reciprocal. Indicates that the institutional effect on integration outcomes (introducing management systems) varies and is dependent on the interplay with market structure (degree of competition, openness, national rules and regulation) and power dependency factors.

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Researched phase Human integration process

Author(s)

Theoretical perspective Eclectic: sensemaking, sensegiving, critical discourse analysis and other perspectives on media and media texts

Research question

Narrative analysis

Vaara (2002). On the Discursive Construction of Success/Failure in Narratives of Post-Merger Integration

Ailon-Souday &

Hellgren et al. (2002). How Issues Become (Re)constructed in the Media: Discursive Practices in the AstraZeneca Merger. Ng & De Cock (2002). Battle in the boardroom: a discursive perspective.

Research design Single case study

Research context The merger between Swedish Astra and British Zeneca in 1999.

Data and method

Examine how storytelling can be used by managers in a conflicting situation.

Single case study

A hostile takeover in Singapore.

Narrative analysis

Examine the discursive construction of success and failures in post-merger integration.

Multiple case studies

National identity

How is national

Single case

Eight mergers and acquisitions between Swedish and Finnish companies between 19841997. The acquisition

Examine how issues in mergers are (re) constructed in media texts

Perspective of analysis The media/ the merger parties

Main findings

Qualitative acquirer and target data from participant observation, interviews (2) and archives.

The (new) chairman of the target.

Qualitative acquirer and target data from interviews (126 interviewees, 144 interviews) and archives.

The acquirer and target.

Qualitative acquirer

The acquirer

Outlines competing narratives and how these evolved during different stages of a hostile takeover. In particular the study shows how the chairman of the target used storytelling to carve out a powerful position. Shows how four types of discourse (rationalistic, cultural, role-bound and individualistic) are used in the construction of success and failures in narratives. Illustrates how these are used for (re)framing the success/failure, overall justification of one´s own actions and (re) construction of responsibility. Shows how national identity was

Qualitative media data from articles (381) in daily papers and weekly magazines from both countries

Shows that the media constructed “winners” and “losers” around the issues of division of ownership, top management positions, locations and staff reductions drawing on the discursive practices of factualizing, rationalizing and emotionalizing.

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Kunda (2003). 'The Local Selves of Global Workers: The Social Construction of National Identity in the Face of Organizational Globalization. Dackert at al. (2003). Eliciting and Analysing Employees' Expectations of a Merger.

Ford & Harding (2003). Invoking Satan or the Ethics of the Employment Contract. Vaara (2003). Post-acquisition Integration as Sensemaking: Glimpses of

identity constructed and used by employees in an acquisition of a foreign company?

study, ethnographi c study

by an Israeli high tech company of a US company in 1998.

company data from participant observations, interviews (130 interviews), and archives

used by members in their struggles for local separateness (national identity as boundary) and for global status (national identity as organizational merit). National identity was thus used to create a “we” and “them”.

Eclectic: Various within organizational culture

How does employees perceive their own, the other and the expected merged organization, before the merger?

Qualitative and quantitative analysis.

The “merger” between two public service organizations in Sweden.

Qualitative and quantitative merger parties data from questionnaires, interviews (16), repertory grid. Archives ?

The two merger parties.

Eclectic: narrative analysis and the metaphor of the organization as a theatre

Exploring the experience of emotions in mergers.

Single case study.

A merger between two health care organizations.

Qualitative merged company data from interviews (7 interviewees). Archives ?

The merged company.

Sensemaking

The study examines decision making in post-merger organizational integration

Three case studies

A Finnish company´s acquisitions of three Swedish companies

Qualitative buyer and target data from participant observation, interviews (39

The buyer and the acquired companies

The employees saw their own organizational culture (Peoplecentredness, decentralized control, work load and efficiency) as different from the one in the other organization and perceived their own organization more favourable. The employees also expected one of the organizations to be dominant. Suggests that managers felt as if their souls had been sold in the merger with several examples of situations in which managers experienced negative emotions. Identifies, as a contrast to rationalistic views of integration processes, four “irrational” features which form impediments to organizational integration: inherent

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Ambiguity, Confusion, Hypocrisy, and Politicization. Vaara et al. (2003). The International Match: Metaphors as Vehicles of Social Identity-Building in Cross-Border. Corley(2004). Defined by our strategy or our culture? Hierarchical differences in perceptions of organizational identity and change. Corley & Gioia (2004). Identity Ambiguity and Change in the Wake of a Corporate Spinoff.

interviewees), and archives

Eclectic: metaphors, social identity and selfcategorization theories

Examine social identity building in cross-border mergers through metaphors.

Single case study

Organizational identity

How and along what lines can multiple organizational identities exist?

Single case study

Organizational identity

How does organizational identity change during a spin-off?

Single case study

The crossborder merger between Finnish Merita and Swedish Nordbanken announced in 1997. A global, US based technology service provider being spun-off from its parent company

Qualitative merger parties data through participant observation and written materials from seminars.

The merger parties

Qualitative spun-off company data from observations, interviews (80) and archives

The divested/ spun-off company

A global, US based technology service provider being spun-off from its parent company

Qualitative spun-off company data from observations, interviews (80) and archives

The divested/ spun-off company

ambiguities; cultural confusion in social interaction and communication; organizational hypocrisy and politicization. Illustrates how metaphors developed in a cultural exercise between the merger parties reveal cognitive, emotional and power aspects in social identity building of “Us” and “Them” and a common future. Identifies different identities along hierarchical lines. Differences between hierarchies were found in perceptions of: the base for the identities (strategic vs cultural); identity discrepancies (external image vs temporal); the basis for identity change (language vs meaning) and identity change implementation (formal vs emergent). Identifies triggers of identity ambiguity (social referent change, temporal identity discrepancies, construed external image discrepancies), sensegiving imperatives (change overload and identity tensions) with leaders

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Empson (2004). Organizational identity change: managerial regulation and member identification in an accounting firm acquisition. Riad (2005). The Power of 'Organizational Culture' as a Discursive Formation in Merger Integration.

Organizational and professional identity

How does organizational identity change following an acquisition?

Single case study

A global accounting firm’s acquisition of a UK mid-market accounting firm.

Qualitative acquirer and target company data from observations, interviews (98 interviews), and archives

The acquirer and target company

Discourse analysis (Foucauldian perspective of discursive formation)

Single case study

A merger in the public sector in New Zeeland between three organizations

Qualitative merger parties data from observations, interviews (focus groups and individual), and archives

The merger parties

Ullrich et al. (2005). Continuity and Change in Mergers and Acquisitions: A Social Identity Case Study of a

Social identity approach (based on selfcategorization theory and social identity theory)

A critical examination of how the knowledge of “organizational culture” has acquired its authority and “truth” in merger integration. How does “sense of continuity” impact organizational identification following a merger?

Single case study

A merger between two German based global organizations.

Qualitative and merger parties data from interviews (16 interviewees) and archives

The merger parties

responses to imperatives (refined desired future image, increased branding efforts, modeling behavior) leading to a post-spin-off identity. Propose a framework for organizational identity change including organizational members´ self-concepts with linkage between professional and organizational identity, and managers´ aspirational organizational image with techniques which can be deployed to support these. Argues that “organizational culture” (OC) is a Foucaldian formation that has become normative and forms the discourse. The case illustrates how the “truth” effects are reproduced and resisted.

Added the concept of “projected continuity” (perception of the road map into the future from the present) as an important factor for employees “sense of continuity” and possibility to identification with the organization. The authors argue that due to organizational changes

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German Industrial Merger.

Vaara et al (2005). Language and the Circuits of Power in a Merging Multinational Corporation.

Eclectic: various power and language perspectives

Examine the power effects of the choice of language policy (Swedish as corporate language).

Single case study

Brown & Humphreys (2006). Organizational Identity and Place: A Discursive Exploration of Hegemony and Resistance. Vaara et al. (2006). Pulp and Paper Fiction: On the Discursive

Eclectic: Organizational identity and critical discourse analysis

How does employee groups understand their organization´s identity following a merger?

Single case study

Eclectic: legitimation, critical discourse analysis

Examine legitimation strategies used when making sense

Single case study

the “observable continuity” and identification is often week after a merger something which could be mitigated by a strong “projected continuity”. Reveals for individuals how language skills empowered and disempowered, were associated with professional skills and created new social networks. The choice of language also reificated historical post-colonial structures of domination and increased national identification and construction of superiority and inferiority.

The merger between Swedish Nordbanken and Finnish Merita in 1997 in which Swedish was chosen as corporate language. Two merged colleges in UK

Qualitative merger parties data from participant observation, interviews (53), media texts and archives

The merger parties

Qualitative merger parties data from observations, interviews (75 interviews), and archives

The merger parties

Shows how different groups use “place” as a discursive resource in creating and defending their version of the identity of their group and organization.

The merger between Swedish Stora and Finnish

Qualitative media data from articles (189 articles)

The media/ the merger parties

Outlines and analyzes legitimation strategies used by the media being: normalization, authorization, rationalization, moralization and

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Legitimation of Global Industrial Restructuring. Maguire & Phillips (2008). Citibankers' at Citigroup: A Study of the Loss of Institutional Trust after a Merger.

Brannen & Peterson (2009). Merging without alienating: interventions promoting crosscultural organizational integration and their limitations. Clark (2010). Transitional Identity as a Facilitator of Organizational Identity Change

of a merger in the media.

Enso in 1998.

narrativization.

Eclectic: institutional trust, organizational identity and identification processes

What identification processes leads to low levels of trust following a merger?

Single case study

The merger between the US companies Citicorp and Travelers.

Qualitative merger parties data from interviews (15 interviewees from one of the merger parties), and archives.

One of the merger parties.

Eclectic: various literature on the social side of crossborder M&A including work alienation

To understand how individuals are impacted in crossborder acquisitions?

Single case study. Ethnographi c study over 5 years.

An acquisition of a US paper converting plant by a Japanese company.

Qualitative and quantitative target data from participant observations interviews, questionnaires and archives.

Acquired company.

Eclectic: Organizational identity change, sensemaking and sensegiving

To Identify and describe the processes by which organizational identity change.

Real-time, longitudinal single case study

A merger between two formerly rival healthcare organizations.

Qualitative merger parties data from participant observations interviews (33) and archives.

Merger parties

Describes an initial ambiguity in the new organizational identity with actions experienced as unpredictable undermining institutional trust. When a new organizational identity for the merged organizations was formed a group of employees did not identify with the new identity and low levels of trust in the new organization followed. Found pockets of alienation (which the authors developed measures to operationalize) in the acquired organization and showed examples of activities reducing alienation like arranging for employees to visit the company in Japan and transferring supervisors from Japan to US.

Suggests a model of identity change consisting of context of identity destabilization, sources of identity inertia (current identity, sensemaking via image comparison, local identification), enablers of

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during a Merger.

Teerikangas (2010). Dynamics of Acquired Firm Pre-Acquisition Employee Reactions.

Inductive theory building

What factors explain employee reactions in the target company?

Multiple case study

Seven crossborder acquisitions by Finnish multinationals from different industry sectors.

Qualitative acquirer and target company data from interviews (166), e-mails, phone calls and archives

Acquirer and target companies

Vaara & Monin (2010). A Recursive Perspective on Discursive Legitimation and Organizational Action in Mergers and

Eclectic: legitimation, critical discourse analysis, sensemaking and sensegiving

Explore legitimation processes in a merger which subsequently failed.

Single case study

The merger between two pharmaceutical companies announced in 2000 and broken up in 2002.

Qualitative and quantitative merger parties data from informal meetings, interviews (20 interviews), media articles (107) and interviews with journalists, and

The merger parties

identity change (projected future identity, sensegiving via image management, collective identification) and a transitional identity (Newco). The authors argue that the transitional identity with its ambiguity was crucial in facilitating the change of identity. Target management involvement was found to be key to a positive employee reaction. Factors found to influence management involvement was: static (organisational fit & historical relationship, target acquisition history & international exposure) and dynamic (communicated partner intentions & partner behaviours, perceived need for an acquisition). Dynamic factors were found to have the strongest impact of the two. Describes how legitimation and delegitimation are recursively linked to organizational actions (merger decision, mobilization for integration and break-up decision); legitimation strategies based on rationality, authority and morality; and the important role of media.

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Acquisitions. van Vuuren et al. (2010). Speaking of dominance, status differences, and identification: Making sense of a merger.

archives Social identity and sensemaking

To understand how the perception of social identity by organizational members change during a merger.

Single case study

A merger between two South African Universities that were historically a ‘white’ and a ‘black’ institution.

Qualitative merger parties data from a focus group session and interviews (31 interviews) .

Merger parties

The study shows how social identification, status differences and dominance changed during the merger. Employees from both parties saw the other organization as being the one dominating. The employees shifted their focus from being a member in an organization towards an identity of profession.

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Researched phase Process outcome

Author(s) Wallis & Winterton (2001). Industrial Relations in Privatized UK Mining: A Contingency Strategy?

Theoretical perspective Atheoretical

Cheffins (2004). Mergers and the Evolution of Patterns of Corporate Ownership and Control.

Historical analysis

Keller (2005). Union Formation through Merger: The Case of Ver.di in Germany.

Eclectic: various theories within organization and economics

Research question Explore and explain the variations in patterns of industrial relations at different collieries following the sale of British Coal. Explore mergers, its determinants, and effects on corporate ownership and control.

What are the consequences of union mergers in Germany?

Research design Multiple case study.

Research context Four collieries in UK following the sale of British Coal to RJB Mining (privatization).

Data and method

Perspective of analysis Industrial relations within RJB Mining.

Main findings

Multiple cases?

US in 18971903 used as a parallel to UK in late 1950´searly 70´s.

Qualitative and quantitative archival data.

Corporate ownership and control

Qualitative and quantitative merger parties data from non-participatory observations, interviews and archives.

The merged union.

Conjectures that: mergers effect the system of corporate ownership and control; anti-competitive regulation is a determinant of ownership and control. Support from capital markets, company law, managerial skills (or lack thereof) , and efficiency of corporate size are other explanations that could play a role. The evidence of the performance outcome is ambiguous with respect to the possibility to retain existing and attract new members and improve membership services. The study indicates that competition between unions will be exacerbated and that the position of the central

Case study

The merger between five German unions.

Qualitative data from interviews with RJB management and union representatives and archives.

Variations are explained by competing unions and whether the UK government in the sale of the colliery required management to keep previously jointly negotiated procedures and agreements.

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Higgins & Toms (2006). Financial institutions and corporate strategy: David Alliance and the transformation of British textiles, c.1950-c.1990.

Eclectic: resource based and corporate governance perspectives?

Kim (2006). Networks, Scale, and Transnational Corporations: The Case of the South Korean Seed Industry.

Geographic scale and actor-networks

Jones & Miskell (2007). Acquisitions and firm growth: Creating Unilever's ice cream and tea business.

Eclectic: Resource based and factors influencing integration of acquisitions

Explore how the outcome at the corporate level, in the British textile industry, was dependent on corporate strategy (centralization vs decentralization) and the market for corporate control (passive vs active)? Understanding global strategies and activities of TNCs (TransNational Corporations)

Multiple cases

The transformation of British textiles c.1950c.1990 and the development of three industrial groups.

Qualitative and quantitative archival data.

The textile industry and the development of three industrial groups.

Comparative case study

Two TNCs present in South Korea.

Qualitative and quantitative buyer and competitor data from interviews (6 interviewees) and archives

Buyer and a competitor

Examine the role of acquisitions on firm growth.

Single case story

Unilever´s creation of their ice-cream and tea businesses (after the first world war until 1990).

Qualitative and quantitative archival data.

The acquiring company.

organization of German trade unions will erode. The study suggests that a centralizing strategy and passive market for corporate control (MCC) led to acquisition gains consumed by managerial rents. A decentralized market-led strategy with secured financial resources was shown to be more successful and when the MCC activity was low abnormal gains accrued to marketmaking individuals. The cases indicate that interactions among several different actors, and socio-economic and cultural practices and norms, are dynamic. This leads to complex and unpredictable economic outcomes and reconfigurations of in networks. Shows that complementary acquisitions added value over the long-term; local competence was essential; successful integration was based on agreed acquisitions and slow pace because relative low shareholder interests before the 1980s.

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ANNEX 1 Sub-field and journal Accountancy 1 Journal of Accounting Research 2 Journal of Accounting & Economics 3 Accounting Review (The) 4 Accounting, Organizations and Society 5 Review of Accounting studies Business history 6 Business history Economics 7 Econometrica 8 Journal of Political Economy 9 American Economic Review (The) 10 Quarterly Journal of Economics 11 Review of economic Studies 12 Journal of Economic Literature 13 Journal of Econometrics 14 Journal of Monetary Economics 15 Journal of Economic Theory 16 Review of Economics and Statistics 17 International Economic Review 18 Journal of Economic Perspectives 19 Economic Journal 20 Journal of Environmental Economics and Management 21 Games and Economic Behavior 22 Journal of Risk and Uncertainty 23 Journal of the European Economic Association Entrepreneurship and small business management 24 Journal of Business venturing 25 Entrepreneurship, Theory and Practice Business ethics and Governance Finance 26 Journal of Finance 27 Review of Financial Studies 28 Journal of Financial and Quantitative Analysis 29 Journal of Financial Economics 30 Journal of Money, Credit and banking General Management 31 Academy of Management review 32 Academy of Management Journal 33 Administrative Science quarterly 34 Journal of Management 35 Journal of Management Studies 36 Harvard Business Review 37 British Journal of Management HR and employment studies 38 Human Resource management 39 Industrial relations: A Journal of Economy and Society 40 British Journal of Industrial relations 41 Work, Employment and Society International Business and area studies 42 Journal of International Business Studies Information management 43 MIS Quarterly 44 Information Systems Research Innovation 45 Journal of Product Innovation Management Management development and education

M&A articles

of which Qualitative 5 10 7 1 5

0 0 0 1 0

3

3

2 3 8 4 2 0 1 0 3 6 2 4 5 0 1 0 2

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

8 4

0 0

56 25 15 64 26

0 0 0 0 0

2 19 10 21 17 17 17

0 3 3 1 8 0 6

1 1 5 1

1 0 3 0

33

3

0 0

0 0

2

0

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Marketing 46 Journal of Marketing 47 Journal of Marketing Research 48 Journal of Consumer research 49 Marketing Science 50 Journal of Retailing Operations research and management science 51 Management Science 52 Operations research 53 Journal of the Royal Statistical Society Series B 54 Journal of the American Statistical Association Operations technology and management 55 Journal of Operations Management Organization studies 56 Organization science 57 Organization Studies 58 Leadership Quarterly 59 Human Relations Psychology 60 Personnel Psychology 61 Organizational Behavior and Human Decision Processes 62 Psychological Bulletin 63 Psychological Review 64 Journal of Applied Psychology 65 Journal of Organizational Behavior 66 Annual Review of Psychology 67 Journal of Personality and Social Psychology 68 Journal of Experimental Social Psychology 69 Personality and Social Psychology Bulletin 70 Journal of Vocational Behavior 71 Quarterly Journal of Experimental Psychology 72 Psychological Science 73 Journal of Experimental Psychology Applied 74 Journal of Consumer Psychology 75 Journal of Occupational and Organizational Psychology Public sector management 76 Journal of Public Administration: Research and Theory 77 Milbank Quarterly 78 Public Administration Review Sector studies 79 Transportation Research Part B: Methodological Social science 80 Journal of Economic Geography 81 Economic History Review 82 Economic Geography 83 American Journal of Sociology 84 American Sociological Review 85 Research Policy 86 Social Science and Medicine 87 Annual Review of Sociology 88 Environment and Planning A 89 Environment and Planning D: Society and Space 90 Sociology of Health and Illness 91 Risk Analysis: An International Journal Strategic management 92 Strategic Management journal Tourism and hospitality management 93 Annals of Tourism Research 94 TourIsm Management

TOTAL ABS LIST 4 AND 4*

6 4 0 0 2

0 0 0 0 0

13 0 0 0

0 0 0 0

1

0

21 12 4 11

3 9 0 5

1 0 0 0 0 0 0 1 0 4 0 0 0 0 0 2

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1

0 1 1

0 0 0

1

0

2 0 1 1 1 20 2 0 3 0 0 0

0 0 1 0 0 0 1 0 2 0 0 0

58

1

0 0

0 0

591

55

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