opening the grey box social communities knowledge and culture in acquisitions international acquisitions are today the most important foreign direct investment vehicle and the ensuing integration processes are notoriously fraught with problems we situate discuss and develop the main results of an early study in the knowledge based view tradition the award winning bresman birkinshaw and nobel 1999 article to enhance and develop the central contributions regarding social communities knowledge and culture we use the metaphor of unpacking the grey box we argue that heavy socialization is a rational learning strategy even if the acquirer aims at appropriating the target s technology or wishes to impose its dominant logic

national cultural distance and cross border acquisition performance previous theoretical research has argued that national cultural distance hinders cross border acquisition performance by increasing the costs of integration this article tests the alternative hypothesis that national cultural distance enhances cross border acquisition performance by providing access to the target s and or the acquirer s diverse set of routines and repertoires embedded in national culture using a multi dimensional measure of national cultural distance and controlling for other effects we examine a sample of 52 cross border acquisitions that took place between 1987 and 1992 and find a positive association between national cultural distance and cross border acquisition performance

performance changes around bank mergers revenue enhancements versus cost reductions this paper examines operating performance around commercial bank mergers we find that industry adjusted operating performance of merged banks increases significantly after the merger large bank mergers produce greater performance gains than small bank mergers activity focusing mergers produce greater performance gains than activity diversifying mergers geographically focusing mergers produce greater performance gains than geographically diversifying mergers and performance gains are larger after the implementation of nationwide banking in 1997 further we find improved performance is the result of both revenue enhancements and cost reduction activities however revenue enhancements are most significant in those mergers that also experience reduced costs

corporate governance through the proxy contest evidence and implications the current literature concerning proxy contests provides little evidence that shareholders suffer materially from sub par performance prior to a contest furthermore no study has thoroughly examined the long term performance of targeted firms subsequent to a proxy contest using a sample of ninety seven election contests during the period 1968 87 the authors find negative abnormal returns and deteriorating operating performance prior to the announcement of a contest following the contest negative abnormal returns are observed these negative returns are driven by cases in which dissident shareholders successfully acquire board seats the results for accounting based operating performance measures confirm these findings copyright 1993 by university of chicago press

why the microbrewery movement organizational dynamics of resource partitioning in the u s brewing industry1 the number of small specialty brewers in the u s beer brewing industry has increased dramatically in recent decades even as the market for beer became increasingly dominated by mass production brewing companies using the resource partitioning model of organizational ecology this article shows that these two apparently contradictory trends are fundamentally interrelated hypotheses developed here refine the way scale competition among generalist organizations is modeled and improve the theoretical development of the sociological bases for the appeal of specialist organizations products especially those related to organizational identity evidence drawn from qualitative and quantitative research provides strong support for the theory the article offers a brief discussion of the theoretical and substantive issues involved in application of the model to other industries and to other cultures

competitiveness through management of diversity effects on stock price valuation this study s premise is that firms that can lower their costs and enhance their differentiation through the effective management of their human resources have a competitive advantage using data fr

issuing costs to existing shareholders in competitive and negotiated underwritten public utility equity offerings abstract this paper presents the results of an empirical investigation of whether there is any difference in the cost incurred by public utilities if they issue new equity through a negotiated or competitive underwriting we conclude that the expected cost of a competitive offer is less than the expected cost of a negotiated offer but that the variance of the cost is substantially greater with a competitive offer these results are interesting because most public utilities use negotiated underwriting unless forced by regulation to use competitive offers this paper is also an addition to the growing agency theory literature

mars venus marriages culture and cross border m a using a sample of over 800 cross border acquisitions during 1991 2004 we find that contrary to general perception cross border acquisitions perform better in the long run if the acquirer and the target come from countries that are culturally more disparate we use mainly the hofstede measure of cultural dimensions to measure cultural distance but also examine alternative proxies the positive relationship of performance to cultural distance persists after controlling for several deal specific variables and country level fixed effects and is robust to alternative specifications of long term performance cash and friendly acquisitions tend to perform better in the long run there is also some evidence of synergies when acquirers are from stronger economies relative to the targets

the ecology of organizational mortality american labor unions 1836 1985 this research analyzes the disbanding rates of the full population of american national labor unions for the period 1836 1985 it tests the hypothesis drawn from population ecology theory that di

national culture and dividend policy this interdisciplinary study examines how national culture affects corporate dividend policies the dividend puzzle is one of the most studied yet unresolved issues in financial economics prior theoretical and empirical research has suggested several explanations of the dividend puzzle that are rooted mainly in agency asymmetric information bird in hand and pecking order theories the main intuition behind our analysis is that dividend policy may be determined not only by an objective assessment of the severity of agency and asymmetric information problems within a firm but also by management s and investors subjective perceptions of these problems which hinge on their national culture using schwartz s national culture dimensions conservatism and mastery we find that conservatism is positively related and mastery negatively related to dividend payouts for a sample of 27 462 firm years from 21 countries between 1995 and 2007 these effects are robust to controls for a wide variety of other determinants of dividend policy including investor protection stock market performance financial system configuration tax advantage economic development and dividend catering premium and to alternative culture proxies and sub period windows our findings that national culture affects perceptions of and responses to agency and information asymmetry have important implications for policymakers and multinational enterprises

proxy contests and the governance of publicly held corporations abstract analysis of 60 proxy contests for seats on the boards of exchange listed firms during 1978 1985 shows that three years after the contest less than one fifth of the sample firms remain independent publicly held corporations run by the same management team proxy contests are typically followed by managerial resignations even when dissidents fail to obtain a majority of board seats and are often followed by sale or liquidation of the firm the average stockholder wealth gains associated with proxy contests are largely attributable to gains by companies in which dissident activity leads to sale or liquidation

cultural differences and cross border venture capital syndication we examine cross border syndication in investments led by foreign venture capitalists vcs focusing on the potential correlation between cultural differences and the formation of vc syndicates contrary to the risk sharing motive we find that a greater cultural disparity between the countries of investors and their companies is actually associated with smaller vc syndicates this is driven largely by lesser local investor representation in foreign vc led syndicates however certain cultural disparity related syndication strategies such as the involvement of locally experienced foreign vcs or syndicate members from culturally similar countries are associated with greater presence of local vcs who provide valuable monitoring services we further show that these culture linked syndication approaches are significantly correlated with vc financing and monitoring strategies in cross border investments and their eventual success

communication costs information acquisition and voting decisions in proxy contests this article synthesizes some recent progress in the theories of corporate control and political lobbying to model the proxy campaign as a political campaign the model yields a number of testable implications only some of which have been examined in the literature for example if the loss from voting for a bad dissident exceeds the gain from voting for a good dissident the model predicts that as communication costs fall the number of proxy fights increases announcement day returns decrease and the fraction of dissident wins first increases and then decreases article published by oxford university press on behalf of the society for financial studies in its journal the review of financial studies

the timing of option repricing we investigate whether executive stock option repricings are systematically timed to coincide with favorable movements in the company s stock price for a sample of 236 repricing events we observe sharp increases in stock price in the 20 day period following the repricing date in addition repricing dates tend to either precede the release of good news or follow the release of bad news in the quarterly earnings announcements since information about stock option repricing is not generally released to the public around the repricing date these findings suggest that ceos opportunistically manage the timing of the option repricing date

a time to grow and a time to die growth and mortality of credit unions in new york city 1914 1990 one vision of organizational evolution suggests that old and large organizations become increasingly dominant over their environment a second suggests that as organizations age they become less able to respond to new challenges in this article the authors investigate which of these visions best characterizes the evolution of state chartered credit unions in new york city from 1914 through 1990 by analyzing the effects of organizational age size and population density on rates of organizational failure and growth the authors find evidence that old and small institutions are more likely to fail while young and small organizations have the highest growth rates

transaction cost determinants and ownership based entry mode choice a meta analytical review entry mode choice is a critical ingredient of international entry strategies and has been voluminously examined in the field the findings however are very mixed especially with respect to transaction cost related factors in determining the ownership based entry mode choice this study conducted a meta analysis to quantitatively summarize the literature and empirically generalize more conclusive findings based on the 106 effect sizes of 38 empirical studies the meta analysis shows that the findings of the existing studies are moderated to varying degrees by both study setting factors and statistical artifacts although the combined overall effects of transaction cost based determinants are consistent with the predictions of transaction cost economics we extensively discuss the implications of meta analytical results especially moderating effects of location country of origin industry type and statistical artifacts highlight the measurement adequacy equivalence and multidimensionality of transaction cost determinants and present our suggestions to improve theoretical inquiries and empirical verifications on entry mode choice

density dependence in the evolution of populations of newspaper organizations a model of density dependence is proposed to explain regularities in the growth and decline of organizational populations density the number of organizations is assumed to be a function of the social processes of legitimation and competition at low density the model predicts that the legitimation process will dominate and will lead to high organizational founding rates and low organizational mortality rates at high levels of density competition will dominate and consequently founding rates will decline and mortality rates will rise the model is tested with hazard function models using data from nine newspaper populations spanning the 19th and 20th centuries and covering over 5200 newspapers analysis offounding rates provides strong empirical support for the model analysis of mortality rates reveals that the model holds for large populations

academic and professional communities of discourse generating knowledge on transnational human resource management increasing global competition is changing the nature of knowledge needed for international human resource management this article assesses the publishing trends in international organizational behaviour and human resource management ob hrm and interprets their implications for conducting transnational business a review of over 28 000 articles in seventy three academic and professional journals identified three important trends in international ob hrm first the focus has shifted from single country and comparative research to studies on international interaction second culture s impact on managerial behaviour has become well recognized and third the community of discourse uniting academics and professionals leads in generating knowledge relevant to transnational firms the first two trends bode well for the relevance of international management research to practising managers the third trend delineates the domain in which the majority of rigorous and relevant research is published and therefore the domain in which knowledge is advancing most rapidly

on corporate governance a study of proxy contests abstract this paper examines a sample of firms experiencing proxy contests for seats on their board of directors dissident shareholders usually fail to obtain a majority of board seats nevertheless they capture some seats via mechanisms such as cumulative voting in over half of the sample contests regardless of proxy contest outcome positive and statistically significant share price performance is associated with the contest that finding is predicted by the standard economic analysis of proxy contests in which the challenges benefit shareholders by improving corporate performance the finding runs counter to the claim of berle 1962 that the economists view of proxy contests is a wholly imaginary picture a portion of the positive share price changes taking place in the early stages of some proxy contests is not permanent however and as suggested by manne 1962 is at least partially attributable to temporary increases in the market value of the vote attached to corporate shares

changes in organizational structure and shareholder wealth the case of limited partnerships this paper analyzes the consequence for shareholders of a change in organizational form the conversion of a corporation or the spin off of a unit into a limited partnership theory suggests that prior to the tax reform act of 1986 the tax benefits of conversion to a limited partnership and the creation of a new entity separate from the parent corporation should have a positive effect on shareholder wealth on the other hand the increase in agency costs of such an organizational change should decrease the wealth of shareholders empirical results lend support to hypotheses that predict an increase in stock price at the announcement of the conversion but cannot identify the source of the gain

the effect of national culture on the choice of entry mode characteristics of national cultures have frequently been claimed to influence the selection of entry modes this article investigates this claim by developing a theoretical argument for why culture should influence the choice of entry two hypotheses are derived which relate culture to entry mode choice one focusing on the cultural distance between countries the other on attitudes towards uncertainty avoidance using a multinomial logit model and controlling for other effects the hypotheses are tested by analysing data on 228 entries into the united states market by acquisition wholly owned greenfield and joint venture empirical support for the effect of national culture on entry choice is found

the stampede toward hofstede s framework avoiding the sample design pit in cross cultural research we propose a method to design better multi country samples for international business studies using hofstede s framework and aimed at determining the effects of national culture on various business phenomena we describe typical research scenarios then develop sets of algorithms that calculate indexes reflecting the power of different samples for hypotheses testing the indexes were computed from hofstede s data then rank ordered the top multi country samples are presented in tables for selection when designing studies

the social construction of market value institutionalization and learning perspectives on stock market reactions this study advances a social constructionist view of financial market behavior the paper suggests that the market s reaction to particular corporate practices such as stock repurchase plans are not as financial economists contend simply a function of the inherent efficiency of such practices rather stock market reactions are also influenced by the prevailing institutional logic and the degree of institutionalization of the practice the theory first predicts that the emergence of the agency perspective on corporate governance in the mid 1980s represented a powerful new institutional logic that would lead the market to reverse its prior aggregate reaction to stock repurchase plans in the united states the paper then considers the potential for institutional decoupling of repurchase plans and develops competing hypotheses about how the market value of these policies might have changed as more firms formally adopted but did not implement the plans over time in contrast to a financial economic pers

explaining fiscal policies and inflation in developing countries abstract in this paper we investigate empirically the determinants of inflation seigniorage and fiscal deficits in developing countries we first test the optimal taxation theory of inflation for a group of 21 lcds we find that the implications of this theory are rejected for all these countries we then proceed to implement a number of tests based on the new political economy approach to macroeconomic policies we deal with some of the implications of a credibility and reputation model and of a strategic government behavior model we find that the data support the most important predictions of the political economy view of fiscal policy our measures of political instability and political polarization play an important role in explaining cross country differences in seigniorage inflation government borrowing and fiscal deficits we end by discussing directions for future research

portable country governance and cross border acquisitions the agency theory and law and finance literatures show good country governance encourages financial development mitigates agency problems and increases firm value drawing on these literatures we develop a theory that benefits from good country governance are portable by firms across countries through cross border acquisitions using acquisitions from 56 countries from 1990 to 2007 we find that acquirers can transport the benefits from good country governance so that they gain more from acquiring targets with worse country governance than their own as predicted the acquirer s stock price reaction to acquisitions increases with the country governance distance between the acquirer and the target

the dynamics of rapid industrial growth evidence from sweden s information technology industry 1990 2004 sweden s information technology it industry expanded through an inflow of new entrants during the 1990s its evolution was analyzed using ecological models of organizational founding and disbanding controlling for the effects of economic conditions this study analyzed the effects of density dependence age imprinting rate dependence and the origin of new entrants on the industry the results indicate that the inflow was comprised of start ups that proved to be relatively short lived in contrast new entrants that originated as part of incumbent firms that were diversifying in it stabilized the industry by depressing its disbanding rate and facilitating the entry of new firms in explaining the dynamics of the industry the analysis supports the established models of density dependence age dependence imprinting and organizational origin copyright 2009 the author 2009 published by oxford university press on behalf of associazione icc all rights reserved oxford university press

density dependence versus population dynamics an ecological study of failings in the california wine industry in this ecological study we show that the particular curvilinear formulation of the relationship between density and the failing rate of organizations proposed by hannan and freeman does not hold for the california wine industry between 1940 and 1985 we demonstrate instead that an alternative model focusing on prior foundings and prior failings gives a superior account of the failing rate in this population we argue that hannan and freeman s density dependent model of organizational mortality systematically overstates the negative effects of illegitimacy on business organizations we argue further that their model underestimates business organizations ability to avoid elimination by migrating to neighboring niches and by enlarging their initial niche

the outsourcing of r d through acquisitions in the pharmaceutical industry abstract we examine the performance of 160 pharmaceutical acquisitions from 1994 to 2001 and find evidence that on average acquirers realize significant positive returns these returns are positively correlated with prior acquirer access to information about the research and development activities at target firms and a superior negotiating position a unique desperation index is employed to determine the current status of a firm s internal productivity we find that firms experiencing declines in internal productivity or which are more desperate are more likely to engage in an outsourcing type acquisition in an effort to replenish their research pipelines

industrial policy and the creation of new industries evidence from brazil s bioethanol industry industrial policy programs are frequently used by governments to stimulate economic activity in particular sectors of the economy this study explores how an industrial policy program can affect the creation and evolution of an industry and ultimately the long term performance of firms we examine the history of the brazilian bioethanol industry focusing on the industrial policy program implemented by the brazilian government in the 1970s to develop the industry we put together a novel data set containing detailed information about the history of bioethanol producers our findings show that plants founded during the industrial policy program tend to be in the long run more productive than those founded before the program was in place based on additional analyses and complementary fieldwork we infer that the wave of acquisitions that occurred after the end of the industrial policy program had an important effect on the performance of the plants founded when the program was in place industrial policy especially in conjunction with a competitive post industrial policy business landscape can succeed in nurturing competitive firms

labor market regulations and cross border mergers and acquisitions this article exploits changes in country level employment protection regulations as a source of plausibly exogenous variation in labor laws and finds that these regulations play an important role in cross border merger activity over the 1991 2009 period countries that tighten employment regulations attract more foreign acquirers especially those from countries with relatively more flexible labor regulations the results appear to be robust to alternative specifications importantly these patterns are pronounced in those recipient country sectors in which foreign acquirers may find attractive targets at bargain prices sectors with relatively high productivity and skill the article also provides evidence suggesting that because pro labor reforms allow foreign acquirers to cherry pick more skilled and productive local firms these transactions are associated with greater deal synergies and improved post merger operating performance

the effect of private antitrust litigation on the stock market valuation of the firm the authors study the implications for shareholder wealth of interfirm antitrust litigation and how the costs of the dispute affect the propensity to settle upon filing defendants experience significant wealth losses that are ten million dollars larger than the wealth gains of plaintiffs financial distress behavioral constraints and follow on suits are sources of wealth leakage and influence settlement behavior since the threat of a monetary transfer has little power to explain either wealth effects or the likelihood of settlement the central concern of defendants may be the potential prohibition of profitable business practices copyright 1995 by american economic association

mapping world cultures cluster formation sources and implications this paper extends and builds on ronen and shenkar s synthesized cultural clustering of countries based on similarity and dissimilarity in work related attitudes the new map uses an updated dataset and expands coverage to world areas that were non accessible at the time cluster boundaries are drawn empirically rather than intuitively and the plot obtained is triple nested indicating three levels of similarity across given country pairs also delineated are cluster adjacency and cluster cohesiveness which vary from the highly cohesive arab and anglo clusters to the least cohesive confucian and far eastern clusters exploring predictors of cluster formation we draw on the ecocultural perspective and other inputs and examine the combined role of language religion and geography in generating cluster formation we find that these forces play a prominent yet complex role for instance the religion and language brought by the spanish fail to create a singular cohesive latin american cluster akin to the anglo cluster the role of economic variables is similarly considered finally comparing the current map with that of 1985 we find strong support for the divergence vs convergence argument implications for international business are delineated

the capabilities of new firms and the evolution of the us automobile industry firms that diversify into new and existing industries typically outperform de novo entrants but in some new industries diversifying firms are displaced by later entering de novo firms little is known about when and how new firms can overcome the advantages of diversifying firms this is investigated for one industry automobiles where new firms had considerable success all the entrants into the industry from its inception in 1895 through 1966 are identified the heritage of every entrant into the industry is traced including the founders of de novo entrants to explore how time of entry and pre entry experience affected firm survival while diversifying firms on average outperformed de novo entrants de novo entrants founded by individuals that worked for the leading automobile firms outperformed all firms and dominated the industry this is attributed to the novel organizational challenges faced by automobile firms which made the leading firms ideal training grounds for new entrants the implications of these findings for firm capabilities industry competition and regional economic development are discussed copyright 2002 oxford university press

the stock market and innovative capability in the new economy the optical networking industry the purpose of this paper is to analyze the impact of the stock market on the innovative capabilities of high technology companies that have been central to what in the last half of the 1990s came to be called the new economy the empirical focus is on equipment suppliers in optical networking an industry that integrates the bandwidth potential of fiber optics with the data communications potential of the internet the study covers the period from 1996 to 2003 during which the optical networking industry was first central to the new economy boom and then from 2001 ensnared by the bursting of the new economy bubble this paper shows how responding to the new economy business model brought into the industry by cisco systems three old economy companies nortel networks lucent technologies and alcatel sought to use their corporate stock as a currency to acquire technology companies and compensate talented people and thus accumulate innovative capability to understand the relation between the stock market and innovative capability in the cisco growth through acquisition and integration model and in the creative responses of the old economy companies to the cisco challenge we apply an analytical framework that links four functions of the stock market control combination compensation and cash with three social conditions of innovative enterprise strategic control the abilities and incentives of strategic decision makers to allocate resources to uncertain investments in innovative capabilities organizational integration the structure of incentives that motivates employees to apply their skills and efforts to collective learning processes and financial commitment the availability to the enterprise of resources to sustain cumulative learning processes until by accessing markets they can generate financial returns using this framework we show that the ways in which the old economy companies used their stock to accumulate innovative capability in the new economy boom of 1998 2000 made them more vulnerable to the stock market collapse and the slowdown in the optical networking industry in 2001 2003

why regulate insider trading evidence from the first great merger wave 1897 1903 we use event time methodology to study legal insider trading associated with mergers circa 1900 for mergers with prospective disclosures similar to today s we find substantial value gains at announcement implying participation by outside shareholders despite the absence of insider constraints furthermore preannouncement stock price runups relative to total value gain are no more than those observed for modern mergers insider regulation apparently has produced little benefit for outsiders with the inside information pricing function and related gains shifting to external information specialists other results suggest market penalties for nondisclosure i e insider trading is less successful in a restricted information environment

monetary policy in economic transition lessons from the french post war experience abstract although tax and expenditure smoothing requires high deficits in transition periods this policy is difficult to implement because it leads to excess inflationary expectations and speculative attacks this forces the government to adopt a suboptimally restrictive fiscal policy it is argued that a potential explanation for this is that there is more incentive for weak governments to act as strong ones as compared to non transitional periods the model explains well the immediate post war inflation experience in france

escape from the usa government debt to gdp ratio country tax competitiveness and us oecd cross border m as statutory tax rates of a country do not reflect a country s true tax competitiveness we propose and show that government debt to gdp ratio govdebt of a country is a better proxy for its tax competitiveness using a comprehensive sample of 1 884 completed cross border acquisition transactions from the u s to other oecd countries we document that the u s target country govdebt difference is significantly and positively related to both deal announcement return and post deal tax saving of the acquirer the govdebt difference is also significantly and positively related to u s target country deal flow the findings remain robust when we control for the potential endogeneity of govdebt difference our findings strongly suggest that tax avoidance is an important driver of u s oecd cross border deal flow and it increases shareholder wealth for u s acquirers

the effect of pre emptive right amendments on shareholder wealth abstract pre emptive rights allow existing shareholders to purchase a new offering of shares before the general public this paper investigates the effect on shareholder wealth of removing pre emptive rights from corporate charters two hypotheses are constrasted 1 shareholder wealth maximization suggests that management uses this extra degree of freedom to pick the least cost method for raising new equity hence the amendment increases shareholder wealth 2 management welfare maximization holds that management will use the passage of the amendment to maximize their own welfare sometimes to the detriment of shareholders hence the amendment decreases shareholder wealth the evidence indicates that the amendment decreases shareholder wealth

culture openness and finance abstract differences in culture proxied by differences in religion and language cannot be ignored when examining why investor protection differs across countries we show that a country s principal religion predicts the cross sectional variation in creditor rights better than a country s natural openness to international trade its language its income per capita or the origin of its legal system catholic countries protect the rights of creditors less well than protestant countries a country s natural openness to international trade mitigates the influence of religion on creditor rights culture proxies are also helpful in understanding how investor rights are enforced across countries

cultural differences convergence and crossvergence as explanations of knowledge transfer in international acquisitions in spite of the proliferation of research on cultural differences in international mergers and acquisitions we lack systematic analyses of the impact of cultural factors on knowledge transfer in this paper we argue that both national and organizational cultural differences and cultural integration in the form of cultural convergence and crossvergence affect knowledge transfer in acquisitions we develop specific hypotheses concerning the nature of these effects and test our hypotheses with data on international acquisitions carried out by finnish corporations the analyses performed show that national cultural differences provide great potential for knowledge transfer in international acquisitions furthermore organizational cultural convergence and crossvergence have a significant positive impact on knowledge transfer in particular convergence and crossvergence moderate the impact of national cultural differences on knowledge transfer

cultural differences and capability transfer in cross border acquisitions the mediating roles of capability complementarity absorptive capacity and social integration this paper presents an integrative model of the impact of cultural differences on capability transfer in cross border acquisitions we propose that cultural differences affect the post acquisition capability transfer through their impact on social integration potential absorptive capacity and capability complementarity two dynamic variables the use of social integration mechanisms and the degree of operational integration of the acquired unit are proposed to moderate the effects of cultural differences on social integration and potential absorptive capacity the implications for acquisition research and practice are discussed

a reexamination of the conglomerate merger wave in the 1960s an internal capital markets view one possible explanation for bidding firms earning positive abnormal returns in diversifying acquisitions in the 1960s is that internal capital markets were expected to overcome the information deficiencies of the less developed capital markets examining 392 bidder firms during the 1960s we find the highest bidder returns when financially unconstrained buyers acquire constrained targets this result holds while controlling for merger terms and for different proxies used to classify firms facing costly external financing we also find that bidders generally retain target management suggesting that management may have provided companyspecific operational information while the bidder provided capital budgeting expertise