The present expert interview-based, qualitative analysis is motivated by the foregoing considerations and seeks to investigate: how companies use non-financial sustainability information in M&A to contribute to transaction success and how sustainability management is ensured in the acquired entity after the transaction. A particular focus shall be placed on the post-merger integration of sustainability controlling. The following chapter 2 explains terms and concepts relating to sustainability, sustainability controlling and the M&A process. Chapter 3 discusses the relevant research findings on the CSR business case and the CSR research in M&A. Subsequently, it identifies the research gap and derives the research questions. Chapter 4 answers the research questions by evaluating and discussing the results of the underlying expert interviews and derives implications for research and practice. Finally, chapter 5 concludes by depicting the key insights of the analysis.
Corporate Social Responsibility (CSR) has gained momentum in the last two decades as media reports on climate change, inhumane working conditions and environmental scandals have prompted the need to consider ecological and social perspectives when conducting business. One such example is the GREENPEACE campaign against NESTLÉ. NESTLÉ was accused of using palm oil in its KitKat production from the Indonesian palm oil supplier SINAR MAS which is known for rainforest clearing and the subsequent destruction of wildlife habitats. In light of the increasing disclosure requirements and scrutiny of corporate activity by various stakeholders, companies are being challenged to implement ecological and social concerns into their operations, i.e. sustainability management in order to secure the societal acceptance of the business, the so-called license to operate.
The need for sustainability management and the inherent sustainability controlling is further emphasised by the extensively researched CSR business case, i.e. the link between CSR and firm’s financial performance. A large body of researchers and practitioners acknowledge the value-enhancing capabilities of CSR, e.g. improvement of operating efficiency or positive impact on market returns. However, to unlock the full value-adding potential of CSR, systematic controlling is required to identify strategic value drivers, derive appropriate activities and implement instruments for measuring the impact of the activities.
Table of Contents
List of Abbreviations
List of Symbols
List of Figures
List of Tables
1 Introduction
2 Theoretical Background
2.1 Sustainability Controlling
2.1.1 Sustainability Terms
2.1.2 Definition and Objective
2.1.3 Organisation
2.1.4 Tasks and Processes
2.1.5 Instruments
2.2 Mergers & Acquisitions
2.2.1 Definition, Types and Objectives
2.2.2 M&A Process
2.2.3 Post-merger Integration of Controlling
3 Literature Review
3.1 Research on Sustainability and Economic Performance
3.2 Research on Sustainability in M&A
3.3 Research Gap and Research Questions
4 Empirical Analysis
4.1 Research Design
4.1.1 Basics of Qualitative Research
4.1.2 Data Collection
4.1.3 Data Analysis
4.2 Empirical Results
4.2.1 Integration of Sustainability Information into M&A pre-merger
4.2.1.1 Preparatory Phase
4.2.1.2 Transaction Phase
4.2.2 Integration of Sustainability Controlling post-merger
4.2.2.1 Objectives and Context
4.2.2.2 Organisation
4.2.2.3 Tasks and Processes
4.2.2.4 Instruments
4.2.2.5 Integration Barriers and Success Factors
4.2.2.6 Levels of Integration
4.3 Discussion and Implications
5 Conclusion
Appendix
References
Legislative Materials
List of Abbreviations
Abbreviation Denotation
AG Aktiengesellschaft (Stock Corporation)
App. Appendix
Art. Article
BGBl. Bundesgesetzblatt (Federal Law Gazette)
bn Billion
BSC Balanced Scorecard
Cf. Compare
CFO Chief Financial Officer
CO2 Carbon Dioxide
CSR Corporate Social Responsibility
CSR-RUG CSR-Richtlinie-Umsetzungsgesetz
(CSR Directive Implementation Act)
D1 to D3 Division 1 to Division 3
DAX Deutscher Aktienindex (German Stock Index)
Diss. Dissertation
Dr. Doctor
e.g. For example
E1 to E6 Expert 1 to Expert 6
Ed. Editor
Eds. Editors
ESG Environmental, Social and Governance
et al. et alii
etc. et cetera
EU European Union
EUR Euro
f. Following
Fig. Figure
H&M Hennes & Mauritz
HGB Handelsgesetzbuch (Commercial Code)
HR Human Resources
https Hypertext Transfer Protocol Secure
i.e. id est
ID Identifier
IGC International Group of Controlling
ISO International Organisation for Standardisation
IT Information Technology
IUR Internationale Unternehmensrechnung
(International Accounting)
KLD Kinder Lyndenberg Domini
KMU Kleine und mittlere Unternehmen
(Small and Medium-size Enterprises)
KPI Key Performance Indicator
kwh Kilowatt hour
M&A Mergers and Acquisitions
MC Main Category
MIT Massachusetts Institute of Technology
MSc Master of Science
p. Page
Para. Paragraph
pp. Pages
Prof. Professor
ProspektVO Prospektverordnung (Prospectus Regulation)
PwC PricewaterhouseCoopers
R&D Research and Development
RGBl. Reichsgesetzblatt (Imperial Law Gazette)
ROA Return on Assets
SBSC Sustainability Balanced Scorecard
SC Subcategory
Sect. Section
SRI Socially Responsible Investment
Tel. Telephone
U1 to U6 Company 1 to Company 6
URL Uniform Resource Locator
US United States of America
USA United States of America
USP Unique Selling Point
Vol. Volume
WWU Westfälische Wilhelms-Universität
(University of Münster)
www World Wide Web
List of Symbols
Symbol Denotation
@ at
& and
% percent
€ Euro
< less than
List of Figures
Fig. 1: Phases and subprocesses of a M&A process
App. Fig. 1: The conventional controlling process model extended by ecological and social aspects
List of Tables
Table 1: Green controlling tasks
Table 2: Expert characteristics
Table 3: Context factors and their impact on post-merger integration of sustainability controlling
Table 4: Tasks and processes of sustainability controlling integration
Table 5: Integration measures for successful sustainability controlling integration
Table 6: Levels of sustainability controlling integration
App. Table 1: Types of M&A
App. Table 2: Full overview of expert and company characteristics
1 Introduction
Corporate Social Responsibility (CSR) has gained momentum in the last two decades as media reports on climate change, inhumane working conditions and environmental scandals have prompted the need to consider ecological and social perspectives when conducting business.1 One such example is the Greenpeace campaign against Nestlé. Nestlé was accused of using palm oil in its KitKat production from the Indonesian palm oil supplier Sinar Mas which is known for rainforest clearing and the subsequent destruction of wildlife habitats.2 In light of the increasing disclosure requirements and scrutiny of corporate activity by various stakeholders,3 companies are being challenged to implement ecological and social concerns into their operations, i.e. sustainability management in order to secure the societal acceptance of the business, the so-called license to operate.4
The need for sustainability management and the inherent sustainability controlling is further emphasised by the extensively researched CSR business case, i.e. the link between CSR and firm’s financial performance. A large body of researchers and practitioners acknowledge the value-enhancing capabilities of CSR, e.g. improvement of operating efficiency or positive impact on market returns.5 However, to unlock the full value-adding potential of CSR, systematic controlling is required to identify strategic value drivers, derive appropriate activities and implement instruments for measuring the impact of the activities.6
In a survey of 250 CFOs worldwide, 48% of respondents state that sustainability issues also impact Mergers & Acquisitions (M&A).7 From the sustainability management perspective, it becomes relevant to engage in M&A that would not impair the current CSR performance and the license to operate, but rather contribute to the acquirers’ sustainability strategy realisation. One recent example is Beiersdorf’s acquisition of the natural cosmetics company Stop the Water while using me in order to strengthen Beiersdorf’s sustainable innovation program.8 With respect to the M&A process, this implies the integration of CSR criteria into the target selection and evaluation prior to the transaction. It is claimed that the inclusion of CSR criteria into M&A may increase the likelihood of deal success, e.g. by revealing deal breakers such as costly health and safety issues.9 CSR in M&A can further imply the target’s post-merger integration into group-wide sustainability controlling which has been given little research attention to date.
The present expert interview-based, qualitative analysis is motivated by the foregoing considerations and seeks to investigate: (1) how companies use non-financial sustainability information in M&A to contribute to transaction success and (2) how sustainability management is ensured in the acquired entity after the transaction. A particular focus shall be placed on the post-merger integration of sustainability controlling, i.e. use and management of sustainability information.
The following chapter 2 explains terms and concepts relating to sustainability, sustainability controlling and the M&A process. Chapter 3 discusses the relevant research findings on the CSR business case and the CSR research in M&A. Subsequently, it identifies the research gap and derives the research questions. Chapter 4 answers the research questions by evaluating and discussing the results of the underlying expert interviews and derives implications for research and practice. Finally, chapter 5 concludes by depicting the key insights of the analysis.
2 Theoretical Background
2.1 Sustainability Controlling
2.1.1 Sustainability Terms
The concept of sustainable development was introduced in 1987 by the Brundtland Report. It defines sustainable development as “development that meets the needs of the present without compromising the ability of future generations to meet their own needs”.10 The contemporary understanding of sustainability is based on this prevalent definition.11 Further specification is to be found in Elkington’s (1999) Triple Bottom Line concept, which is characterised by three interlinked objectives: (1) economic prosperity, (2) environmental quality and (3) social justice.12 The economic dimension shall ensure a long-term existence of a company, i.e. at least the coverage of costs. The ecological dimension demands a moderate use of natural resources, which allows for regeneration of those resources. Finally, the social dimension claims a higher inter- and intragenerational distributive justice as well as global wealth distribution in favour of Third World countries.13 Accordingly, sustainable development can only be achieved by giving equal weighting to all three dimensions.14 However, for management purposes, the economic dimension takes precedence over the environmental and social dimensions. The so-called economic Triple Bottom Line means that environmental and social goals are pursued as long as they have a positive or at least no adverse impact on the economic objectives.15
The related and wide-spread term CSR offers a number of further definitions.16 Carroll’s (1991) definition of CSR is that a “CSR firm should strive to make a profit, obey the law, be ethical, and be a good corporate citizen”.17 Another CSR definition is provided by the European Commission (2011) which is “the responsibility of enterprises for their impacts on society”.18 It further identifies two core CSR objectives: (1) maximising shareholder value and value for other stakeholders and (2) preventing and mitigating adverse impacts. The key areas of CSR activity are human rights, labour and employment practices, environmental aspects and combating bribery and corruption. Specific examples are employee health and well-being, climate change, biodiversity, resource efficiency and pollution prevention. In order to address these issues corporations should integrate social and environmental concerns into their business strategies and operations.19
Sustainability and CSR are often used synonymously, which is mainly due to the difficult distinction as both terms include economic, ecological and social dimensions.20 The main difference is that CSR encompasses a firm’s responsibility towards its stakeholders whilst sustainability means responsibility towards all humanity and future generations.21 Throughout this thesis both terms will also be used synonymously.
2.1.2 Definition and Objective
The increasing societal awareness of sustainability has an impact on firms, e.g. on their market potential and product design.22 Accordingly, ecological and social considerations within these firms necessitate the practice of sustainability management, i.e. a cross-functional, systematic and efficient management in internal processes.23 The implementation of sustainability into corporate competitive strategy as well as its implementation at the operational level of the organisation is the responsibility of management.24 The latter is supported by the controlling function in terms of measurement, analysis and improvement of all Triple Bottom Line dimensions.25 Hence, sustainability controlling approaches have grown out of the need to manage and realise the sustainable corporate strategy,26 particularly, if environmental and social aspects can unlock a significant impact on the economic performance. Accordingly, these aspects should be included in the controlling process to avoid arbitrary sustainability activities and effects.27
In German-speaking countries the general understanding of financial controlling 28 is based on the cybernetic29 control process with three main processes: (1) planning, (2) realisation and (3) monitoring.30 The fundamental tasks of controlling are planning and monitoring of the corporate goals and information provision to decision makers. Hence, controlling is inseparably linked to the management process. Further, controlling coordinates interfaces within the organisation, i.e. creation of adequate organisation structures and participation in designing incentive systems and target agreements.31 In the last two decades, the controller role has developed to that of a rational counterpart of the management who ensures well-informed decisions.32 In addition, the controller has become management’s business partner that increasingly bears responsibility for strategic development by analysing the trends in politics, society and markets and suggesting different alternatives for action.33 This implies a contribution to sustainable corporate development by future-oriented analyses of risks and opportunities.34
Based on this, sustainability controlling can be defined as an extension to conventional controlling that also encompasses the environmental and social perspectives in addition to the traditional financial perspective.35 Consequently, its objective is to support the realisation of the sustainable corporate strategy and the accomplishment of corporate goals by extending its tasks and processes, information technology (IT) systems and instruments to ecological and social issues.36 Guenther et al. (2016) define sustainability controlling as a corporate set of tools that provides the foundation for future-oriented operational and strategic management decisions through sustainability-oriented, cross-functional and group-wide information generation and quantitative and qualitative information preparation.37 Hence, the basic purpose and functionality of controlling do not change in the course of the integration of ecological and social aspects.38
However, the degree to which the ecological and social dimensions of sustainability controlling are implemented depends on the strategic sustainability objectives and the intensity with which those objectives are pursued. The general rule is that the higher the importance of sustainability aspects for a firm, the more advanced the sustainability controlling approach.39 Nidumolu et al. (2009) identify five stages of sustainable development, each stage representing a strategic priority. Stage 1 ensures a compliance lead with sustainability norms, e.g. Global Reporting Initiative,40 which turns into a competitive advantage in case of increased regulation. Stage 2 focuses on efficiencies throughout the value chain. Stage 3 is centred around designing sustainable products and services and stage 4 goes a step further by developing new sustainable business models. Finally, stage 5 questions today’s business logic through a sustainability lens and seeks to develop radically new technologies or production methods and therefore fosters new customer needs and markets.41 Whilst companies find the most sensible strategic objective for themselves, they pursue it with varying intensity which consequently shapes the design and implementation of sustainability management and controlling.42
Against this background the remainder of the chapter deals with implementation approaches of sustainability controlling with regard to the three controlling system dimensions: (1) institutional dimension, i.e. organisation, (2) functional dimension, i.e. tasks and processes, and (3) instrumental dimension, i.e. instruments.43
2.1.3 Organisation
The strategic relevance of sustainability in corporate practice requires the attention of the (central) corporate controlling department as the latter bears the expertise, processes and systems for planning, measuring and monitoring the corporate goals. Hence the institutionalisation of sustainability controlling in corporate controlling brings a number of advantages, e.g. assurance of the economic rationality of the sustainability measures or visibility of trade-offs between the three dimensions of the Triple Bottom Line. It can further ensure an adequate measurement of sustainability activities’ impact and use existing processes and IT systems for ecological and social information collection and preparation.44 Moreover, the use of established processes and IT systems minimizes the complexity and coordination work within the firm as well as contributes to sustainability being perceived as an integral topic and not a separate issue.45 With increasing company size, sustainability controlling can be decentralised in analogy to conventional financial controlling whereby business units are more involved and the corporate controlling maintains the coordination role.46
However, ecological and social issues often require specific expert knowledge that exceeds the common controlling know-how. Therefore, a close collaboration with a correspondent sustainability department is beneficial. In the course of task sharing, the controlling can provide the process and the sustainability department can deliver the content.47 It follows the need of clear responsibility definitions.
Overall, full institutionalisation of sustainability controlling in the controlling department is still in the initial stages within the majority of German companies.48 The main reason for this is that until recently sustainability has played a subordinate role in financial departments.49 Sustainability issues have been predominantly addressed by specialised environmental departments, public relations and communication or human resources (HR). Therefore, those departments partly carry responsibility for sustainability controlling.50
2.1.4 Tasks and Processes
According to the definition of sustainability controlling, the tasks of the conventional financial controlling are extended by ecological and social perspectives.51 Hence, there are no new tasks arising through the integration of sustainability into controlling.52 However, the selection of tasks and processes to be extended is company specific and depends on the sustainability strategy.53 Table 1 exemplifies a number of sustainability controlling tasks based on a survey concerning the implementation of green controlling.54
The presented tasks can be summarised into four categories: (1) rationality assurance of ecological measures, (2) monitoring the achievement of ecological objectives, (3) creating transparency through appropriate key figures and (4) taking on the role as business partner by advising on ecological issues.55 The categories mirror the conventional understanding of controlling56 as presented in section 2.1.2.
Abbildung in dieser Leseprobe nicht enthalten
Table 1: Green controlling tasks (Own representation based on: International Association of Controllers 2011a, p. 19).
As a consequence of adapting controlling tasks to sustainability aspects the latter must be taken into account in the corresponding controlling processes (see App. Fig. 1). The affected processes are primarily strategic planning, operational planning and budgeting, external reporting and internal management reporting, project and investment controlling as well as risk management.57
2.1.5 Instruments
Sustainability aspects need to be measurable and manageable according to the maxim “you can’t manage what you can’t measure”.58 A central task of sustainability controlling is to quantify the sustainability goals by breaking them down into appropriate indicators for decision making. Hence, adapting conventional controlling instruments59 to non-financial information and using specific instruments to measure the impact of sustainable actions is an imperative.60 Various strategic and operational instruments have been developed for this purpose. The selection of instruments to be implemented is company specific as it depends on the sustainability goals.61 The following paragraphs outline a few examples.
A widely discussed strategic instrument is the sustainability balanced scorecard (SBSC) which is based on the balanced scorecard (BSC) by Kaplan and Norton.62 The BSC translates strategic goals into operational key performance indicators (KPIs) and associated measures from four perspectives: (1) financials, (2) customers, (3) internal processes and (4) learning and growth. By limiting the number of KPIs and measures, the management focuses on the control-relevant issues.63 Sustainability can be integrated into the BSC by extending the four perspectives, adding a fifth perspective or formulating a parallel SBSC.64
KPIs and KPI systems are central instruments of controlling for setting and monitoring corporate goals and therefore also relevant for sustainability controlling.65 KPIs are measurable values that can be absolute, e.g. total energy consumption (unit: kwh), or relative, e.g. energy consumption per unit of sales (unit: kwh/€ of sales).66 The main function of KPIs is providing a condensed and comprehensive overview of the subject and support decision making.67 With regard to sustainability controlling, they shall facilitate measuring the direct or indirect impact of ecological and social actions on financial performance, e.g. through costs for an air filter plant (direct) or employee satisfaction (indirect).68 Non-financial sustainability KPIs can be reported less frequently due to the long-term character of the sustainability activity and their time-lagged effects.69
Further wide-spread sustainability controlling instruments are investment evaluation which take into account ecological KPIs, e.g. CO2 emissions, and different methods of environmental cost accounting, e.g. carbon accounting, material flow calculations or product lifecycle calculations.70
However, the measurement, collection and evaluation of control-relevant ecological and social information is a challenging task and requires expert support.71 For controlling purposes the information should be accurate, valid, reliable, complete and consistent which is often difficult to realise for aspects such as emissions into air and water.72 The assurance of the data quality becomes even more difficult beyond the boundaries of the company when data needs to be collected from suppliers and customers, e.g. for carbon management accounting.73 The collection process is accompanied by the IT question as appropriate systems need to be in place.74 A related issue is the evaluation of the information. Whilst sick days can be easily translated into monetary units, CO2 emissions or wastewater contamination require non-monetary evaluation approaches.75 In search of methods, companies need to address these issues under the premise of an adequate cost-benefit relation, i.e. the costs for information should not exceed its benefits.76
2.2 Mergers & Acquisitions
2.2.1 Definition, Types and Objectives
Definition
Mergers and Acquisitions (M&A) cover a range of processes that are linked to the acquisition or sale of companies or parts of companies.77 M&A can be defined as strategically motivated purchase, combination or sale of companies or shares in companies which entail a change in the ownership structure of the entities concerned. It is therefore accompanied by the transfer of management powers, control powers and disposal powers.78 Related business combinations in the form of cooperation, e.g. joint ventures, and in the form of financial investments, e.g. equity interests,79 are excluded from the scope of the analysis in this thesis. Table 1 in the Appendix depicts types and characteristics of M&A. The legal form, strategic focus, geographic reach and integration degree is explained below.
Types
Regarding the legal form, a merger is the combination of two or more previously legally and economically independent companies, whereby either one company loses its legal and economic independence (absorption) or the involved parties cease to exist by transferring their assets to a newly formed company in return for shares.80 An acquisition is characterised by the purchase of a company or a majority interest which occurs either as a share deal or an asset deal. The share deal describes the transfer of shares whilst the asset deal describes the transfer of operating assets and liabilities.81 In this case the acquiree’s economic independence is lost or at least restricted due the shift of control to the buyer. However, the acquiree can be integrated into the group without giving up its legal independence.82
The strategic focus differentiates three forms of M&A: (1) horizontal, (2) vertical and (3) conglomerate. A horizontal business combination occurs between companies that operate in the same industry and at the same value-chain stage whilst vertical describes combinations at different stages of the value-chain.83 A conglomerate business combination leads to an expansion into new product and market groups as the involved parties operate in different businesses.84
The geographic reach can be distinguished into national and international M&A, also called cross-border M&A.85 Political-legal differences in cross-border M&A impact the legal company structures as well as the tax and employment structures. These national structures determine the disclosure requirements which can facilitate or complicate information collection in the M&A process.86 Differences in corporate and national culture can also impose further challenges due to specific employee behaviour and internal processes.87
The integration degree can vary from full to none. Full integration takes place when all administrative and operational units are merged. Accordingly, partial integration aims at merging selected business areas and in case of no integration the entity in question remains autonomous except for necessary legal changes.88
Objectives
Objectives of M&A from a buyer’s perspective can be segregated into management goals and corporate goals.89 Management goals seek to maximise the management’s utility by increasing the pay, bonuses, power or prestige.90 Corporate goals on the other hand aim to maximise shareholder value, i.e. enterprise value, which is realised by synergies.91 Synergies arise when the utility resulting from the combination of single operational factors does not equal the utility sum of those factors. This implies that synergies can be positive or negative (dyssynergies).92 Thus, M&A transactions are value-adding when the synergies outweigh the dyssynergies, e.g. increasing sales outweigh costs for culture management.93
M&A seek to realise the synergy potential through various actions that can be subsumed under four overarching motives: (1) market seeking, (2) resource seeking, (3) efficiency seeking and (4) strategic seeking.94 The market motive aims to achieve price synergies or economies of scale by entering new markets, enlarging the market share and the bargaining power towards suppliers, customers and competitors. The resource motive strives to accelerate growth by obtaining external resources, e.g. technology, licenses or know-how. The efficiency motive aims to achieve cost synergies by centralising certain supply chain steps and reducing internal and external coordination costs (transaction costs).95 The strategic motive can be market risk reduction through diversification (in case of conglomerates)96 or a tax rate reduction.97
2.2.2 M&A Process
The organisation of M&A projects follows a chronological order with defined tasks and activities, the so-called M&A process.98 The M&A process is divided into three main phases: (1) preparatory phase, (2) transaction phase and (3) integration phase, whereby each phase is characterised by phase-specific activities (see Fig. 1).
The preparatory phase revolves around basic decisions concerning the strategic rationale of the transaction (basic strategy), gathering information and analysing potential implications of the acquisition of a certain candidate (screening).99 In case of identification of a suitable candidate, the latter is contacted, and first rough evaluations of potential synergies are conducted. The phase closes with a non-binding agreement, so-called letter of intent, which is the basis for further negotiations and the exchange of confidential information.100
Abbildung in dieser Leseprobe nicht enthalten
Fig. 1: Phases and subprocesses of a M&A process (Own representation based on:
Meckl 2004, p. 457).
The transaction phase is dominated by the technical execution of the transaction.101 The due diligence provides the information for further decisions by examining the target in relation to a number of key areas, e.g. financial, legal, tax, IT or environmental factors.102 The findings serve as a basis for the detailed planning of necessary measures for integrating the acquired business, the detailed evaluation and the negotiations.103 The end of this phase is marked by the closing, i.e. the transfer of control on a specific date defined in the purchase agreement.104
The post-merger integration phase focuses on merging the acquirer’s business with the purchased unit by implementing the defined integration measures in order to achieve the previously calculated synergy potential.105 The execution of the measures lies in the responsibility of functional integration teams, e.g. procurement or R&D, and overlapping teams, e.g. IT or human resources.106 After the closing the integration period can extend over a period of one year. Further restructuring or improvements fall under the ordinary business.107
2.2.3 Post-merger Integration of Controlling
During the course of post-merger integration, the controlling function occurs in two contexts: (1) controlling of the post-merger integration (acquisition controlling), i.e. monitoring the achievement of the M&A goals, and (2) the post-merger integration of the controlling itself108 which is the framework for further analysis.
The main objective of post-merger integration of controlling is the provision of information about the performance of the business to internal and external stakeholders, e.g. investors, employees and customers, in order to reduce the uncertainty associated with the transaction. It also ensures the corporate management of the combined entity by consolidating the individual controlling concepts. Further goals also include the identification and realisation of synergy potential in the controlling area as well as participation in acquisition controlling.109
However, the particular integration need is widely determined by context factors which are primarily the M&A goals, the overall intended integration degree, similarity of the controlling concepts and company size.110 The post-merger integration of controlling differentiates between three main dimensions: (1) organisation, (2) tasks and processes and (3) instruments and IT systems.111 In light of the context factors, integration challenges can arise due to differences in these three dimensions between the parties to the transaction. For instance, a high overall integration degree is associated with a high degree of standardisation, i.e. one party adopts the controlling practices of the other party which can lead to a range of know-how integration barriers and employee resistance.112
3 Literature Review
3.1 Research on Sustainability and Economic Performance
The CSR research within the business literature focuses on whether ecologically and socially responsible activities have a positive impact on firm’s financial performance, firm value and therefore shareholder value. The evidence is mixed and does not allow for drawing unambiguous conclusions for the practice.113
The group of scholars behind the trade-off hypothesis illustrate a negative relation between CSR and firms’ financial performance. It is argued that CSR activities impose additional costs which place firms at an economic disadvantage and hinder their competitiveness. In light of this, market participants could negatively value CSR engagement which in turn may lead to negative stock returns.114
The supporters of the value creation hypothesis advocate that there is a positive link between CSR activities and stock market performance115 as well as financial performance (CSR business case), e.g. resource efficiency decreases operating costs and subsequently improves the profitability.116 Further, CSR activities can unfold indirect beneficial effects such as higher employee productivity,117 improved relations with regulators and society, higher customer satisfaction118 and corporate branding119 or product differentiation.120 These effects can give competitive advantages to firms and increase sales as well as profitability, the latter leading to a higher firm value.121
The buffer capacity hypothesis postulates a positive relation between CSR and firm’s financial performance but claims that the direction of the causality between CSR and economic performance is reversed, i.e. only profitable firms can afford to invest in sustainability related practices. Excess resources for instance in the form of environmental departments facilitate the search for environmental improvements and implementation of CSR activities.122
The scholars behind the opportunism hypothesis show a negative link between CSR and financial performance claiming that managers might be inclined to cut back expenses on CSR activities if their variable compensation is linked to short-term financial KPIs.123 On the other hand, it is argued that managers might engage in CSR activities to enhance the individual reputation, to mask adverse financial performance or corporate misconduct.124
The evidence shows that sustainability can create opportunities but also threats to business success. It is argued that sustainability controlling supports the identification of such cause-effect-chains and translates sustainability goals into action so that sustainability is managed towards the CSR business case.125 This sustainability information management shall further be explored within the M&A setting.
3.2 Research on Sustainability in M&A
Motivated by the CSR business case, recent M&A research has begun to investigate whether CSR can add value to M&A success, whereby M&A success is defined as contribution to a company’s goals.126 In light of the evident sustainability management, this thesis aims to investigate how sustainability aspects are managed in M&A activity. This section reviews the relevant publications in search of implications on the systematic and beneficial (disadvantageous) use and management of sustainability information in the M&A process pre-merger as well as post-merger. The review is structured by the objectives of the studies. It derives implications that assist in identifying the research gap.
CSR acquirers and M&A success
Deng et al. (2013) study whether CSR creates value for acquirers’ shareholders by measuring the abnormal returns127 in a sample of 1,556 US transaction between 1992 and 2007. They find that high-CSR acquirers realise higher abnormal returns as well as higher long-term operating performance post-merger.128 These results suggest that high-CSR acquirers create a CSR business case for M&A as they engage in M&A that benefit stakeholders and shareholders. The results imply the integration of sustainability considerations into the M&A process and their maintenance post-merger.
Concerning the integration of CSR into the M&A process, Theuerkorn (2013) conceptualises that CSR can contribute to risk management in M&A. Environmental and social risks can be detected and managed. For instance, by applying CSR based exclusion criteria in the target screening process. The author hypothesises that high-CSR acquirers are better able to assess and manage acquisition risk and therefore increase the probability of the transaction success. However, the analysis of 113 international transactions between 2006 and 2010 shows negative and insignificant results indicating that the market does not value CSR and might associate high CSR with higher costs to maintain this rating post-merger.129
Similarly, Drescher (2017) investigates the impact of German high-CSR buyers on M&A success measuring abnormal returns in a sample of 127 transactions between 2006 and 2012. The results reveal a positive relation between the buyers’ environmental performance and M&A success.130 Value-enhancing capabilities of the social dimension cannot be confirmed. The results suggest that environmentally conscious acquirers are better able to assess and manage the ecology-related acquisition risk pre-merger which mitigates dyssynergies post-merger.
Complications during the integration phase are often held accountable for the failure of M&A as they slow the integration process and hinder synergy realisation. It is argued that a fast integration can take advantage of the employees’ susceptibility for change and therefore effectively exploit the synergies. Uncertainty, resistance amongst employees and the cultural clash131 in local as well as cross-border acquisitions are cited as opposing forces to a timely integration and therefore to M&A success.132 In this regard, Deng et al. (2013) claim that high-CSR acquirers require less time for the post-merger integration as they obtain higher support by their stakeholders due to lower likelihood of breaching implicit contracts.133 Further publications show that high business ethics practices in acquiring firms, e.g. employment security, can ease the integration as they lead to higher employee commitment and better job performance in the acquired firm.134
CSR in target choice
Berchicci et al. (2012) study whether acquirers assign importance to environmental criteria in M&A by analysing 2,485 acquisitions by US manufacturers between 1991 and 2005. The researchers find that high-CSR acquirers tend to target firms with inferior CSR practices only if the latter are geographically proximate to the firm. The rationale is that proximity facilitates the transfer of complex know-how between the parties while reducing the monitoring and coordinating costs.135 The findings imply that CSR is a more weighted criterion in cross-border transactions.
PwC (2012) conducted a survey amongst 16 strategic buyers which revealed integration of CSR into the M&A process. The results show that poor CSR performance can be a deal breaker or can be used as a lever to achieve a price discount.136 The study further outlines that the higher the CSR goals and reporting standards of the acquirer, the higher are the requirements towards the target. Hence, it can be argued that CSR issues are part of the post-merger-integration to bring the target up to standard in the first instance. Second, the improvement of targets’ CSR shall create additional value, e.g. by reducing employee absence.137
A recent study by Gomes and Marsat (2018) explored bid premia for CSR high performers. The authors investigated 588 international deals between 2003 and 2014 and confirmed a positive association between the targets’ CSR performance and bid premia. The rationale for this association is that good relationships with stakeholders are hard to develop and high CSR performance can potentially be a resource that serves as a competitive advantage from the recourse-based view. However, the social dimension is only valued in cross-border deals indicating that it becomes relevant in foreign transactions with inherently higher information asymmetry and risks.138 The findings imply that buyers accurately incorporate sustainability information into the M&A process, e.g. screening and valuations, particularly as high CSR appears to be an antecedent for synergy realisation.
Related to this, Gomes (2019) specifically investigated the question “Does CSR influence the M&A target choice?” which the author was able to affirm. Using a sample of 608 international deals between 2003 and 2014 Gomes’ analysis revealed that targeted firms have on average higher CSR scores than comparable non-target firms. Apart from this, firms’ CSR is positively related to the propensity of being chosen as a target.139 Gomes’ rationale for the findings is that acquirers’ take into account CSR to reduce firm specific risks and dyssynergies post-acquisition, e.g. earnings management, labour unrest, pollution related hazards, litigation costs or reputation damages.140
CSR targets and M&A success
Aktas et al. (2011) claim that acquirers can learn from high-CSR targets’ practices and that these deals are more synergistic. They investigated 106 international transactions between 1997 and 2007 by measuring abnormal returns. They concluded that the target’s social and environmental performance relates positively to the acquirer’s gains. The results indicate that the market rewards acquirers for choosing ecologically and socially responsible targets.141
Salvi et al. (2018) show that acquirers evaluate the targets’ CSR practices since high-CSR targets may reduce information asymmetries, firm specific risk142 as well as improve the “green” reputation and profitability post-merger. The latter leads to the bidders’ willingness to pay acquisition premia143 for environmentally conscious targets. The researchers specifically explored 84 transactions in Europe and North America between 2000 and 2016 with eco-friendly targets engaging in renewable resources practices. They found strong evidence that “green” deals have a positive impact on bidders’ return on assets (ROA)144 in the investigated timeframe of three years post-acquisition.145
CSR fit and M&A success
Vezer and Morrow (2017) find a positive relation between CSR compatible deals and long-term financial performance. In this context, the authors use CSR similarity as a proxy for cultural similarity. By analysing 231 international deals between 2001 and 2016, they reveal that CSR compatible deals outperform the comparably incompatible deals by 21% on a five-year cumulative stock market return basis.146
Similarly, Bereskin et al. (2018) investigated cultural similarities of 570 US deals between 1994 and 2014 by using CSR factors as a proxy. They find that firms with similar CSR characteristics are more likely to merge, realise greater synergies and long-term operating performance and carry out fewer goodwill write-offs.147 These findings suggest that a CSR fit analysis pre-merger in anticipation and prevention of potential integration issues can be beneficial.
Morgan (2009) finds that the integration length can increase if there are large CSR differences between the involved parties148 which can hinder synergy realisation and therefore lead to lower likelihood of M&A success.149 One explanation is that acquirers might be inclined to undertake post-merger cost-reductions in sustainability areas which might diminish stakeholder support, impose employee resistance and increase the integration length.150 Another rationale is that a number of integration measures are necessary to align the different CSR levels within the newly merged entity which consequently requires more time.151
3.3 Research Gap and Research Questions
The research findings show that following the recognition of sustainability relevance in business strategy and operations, ecological and social concerns are also gaining importance in M&A activities. This appears to be a logical development as M&A by definition falls under firms’ strategic decisions and should be affected by sustainability considerations when the latter has been assigned a strategic importance to the organisation.
The studies show mixed evidence on the relation between high-CSR acquirers and M&A success. However, they confirm a strong positive relation between high-CSR targets and M&A success as well as CSR compatibility and M&A success. The value creation is explained by reduced information asymmetry, i.e. assessment of the target’s sustainability related strengths and deficiencies allows for extended risk management and cost planning pre- and post-merger. Good CSR practices can also be seen as a source of competitive advantage, e.g. innovative ecological know-how or strong customer relations, so that acquirers might be willing to pay a premium for such targets. In contrast, poor CSR practices can lead to a price discount. For the critical post-merger integration phase, it is argued that CSR similarity eases and accelerates the integration and therefore supports the synergy potential realisation. This evidence implies integration of non-financial sustainability information into the M&A process which is further confirmed by specific studies showing that CSR matters in target choice. However, the question of how sustainability information is managed in individual M&A subprocesses remains widely unexplored. Thus, the first research question is:
(1) How do acquirers use non-financial sustainability information in the M&A process pre-merger in order to contribute to the success of the transaction?
Furthermore, the research findings hint at an exchange of sustainability know-how and alignment of sustainability practices in the merged entity after the transaction.
[...]
1 Cf. International Association of Controllers (2011b), p. 10; Bassen et al. (2005), p. 232.
2 Cf. Armstrong (2010).
3 E.g. employees, consumers, investors, non-governmental organizations, media, politicians.
4 Cf. Schaltegger/Zvezdov (2011), p. 430; Schaltegger/Hörisch (2013), p. 2.
5 Cf. Malik (2015), p. 419.
6 Cf. Schaltegger (2016), p. 58.
7 Cf. Deloitte (2014), p. 11.
8 Cf. Rentz (2020).
9 Cf. Deloitte (2008), pp. 2 f.; PricewaterhouseCoopers (PwC) (2012), p. 6.
10 United Nations (1987), p. 54.
11 Cf. Fifk a (2011), p. 33.
12 Cf. Elkington (1999), pp. 72 f.
13 Cf. Fifk a (2011), pp. 34 f.
14 Cf. Bassen et al. (2005), p. 234.
15 Cf. Weber/Schäfer (2016), p. 43; Weber et al. (2012), p. 17.
16 Cf. Carroll (1999), pp. 268 f.
17 Carroll (1991), p. 43.
18 European Commission (2011), p. 6.
19 Cf. European Commission (2011), pp. 6 f.
20 Cf. Schulz (2014), p. 6; Fifk a (2011), pp. 29+37.
21 Cf. Bassen et al. (2005), p. 234.
22 Cf. Weber et al. (2012a), p. 243.
23 Cf. Pernsteiner (2011), p. VI; Schmidpeter (2014), p. XIII; Schulz (2014), p. 6.
24 Cf. Weber et al. (2012b), pp. 27 f.
25 Cf. Schulz (2014), p. 6.
26 Cf. Schaltegger/Zvezdov (2011), p. 430; Weber/Schäfer (2016), p. 42; Colsman (2016), p. 18; Michel et al. (2014), pp. 100 f.
27 Cf. Schaltegger/Zvezdov (2011), p. 430; Weber/Schäfer (2016), p. 42.
28 Cf. Guenther (2013), pp. 271 f. Controlling is the German label for management accounting/management control systems, the latter being Anglo-American terms. The terms differ in their understandings due to their regional origins. This thesis focuses on the German term.
29 Cf. Green/Welsh (1988), p. 289. Cybernetic means that the process includes a feedback loop which measures the performance, compares the performance to standards, feeds back the variances and modifies further actions.
30 Cf. Guenther (2013), pp. 273 f.
31 Cf. Guenther (2013), pp. 275-281; International Group of Controlling (2013), p. 1. The listed tasks are derived from most discussed controlling concepts in German literature which are also evident in practice according to Guenther (2013), p. 271.
32 Cf. Guenther (2013), pp. 283-285; International Group of Controlling (2013), p. 1.
33 Cf. Weber/Schäfer (2016), p. 42; Schulz (2014), p. 4; International Group of Controlling (2013), p. 1; Colsman (2016), p. 40.
34 Cf. International Group of Controlling (2013), p. 1; Colsman (2016), pp. 20+39; Franz/Kajüter (2007), p. 473.
35 Cf. Michel et al. (2014), p. 97; Colsman (2016), p. 46.
36 Cf. Michel et al. (2014), pp. 100 f.
37 Cf. Guenther et al. (2016), p. 8.
38 Cf. Colsman (2016), pp. 46 f.
39 Cf. Colsman (2016), p. 41; Weber/Schäfer (2016), pp. 47-49.
40 Cf. Global Reporting Initiative (2018).
41 Cf. Nidumolu et al. (2009), pp. 6 f.
42 Cf. Michel et al. (2014), p. 99.
43 Cf. Wall/Langner (2006), pp. 1088 f.
44 Cf. Michel et al. (2014), p. 102; Guenther et al. (2016), p. 8; Schaltegger (2016), pp. 55 f.
45 Cf. Colsman (2016), pp. 50 f.
46 Cf. Colsman (2016), p. 50.
47 Cf. Colsman (2016), pp. 49 f.; Michel et al. (2014), p. 103.
48 Cf. Guenther et al. (2016), p. 6; Michel et al. (2014), p. 98; Colsman (2016), p. 49.
49 Cf. Bergius (2014), p. 47; Schaltegger (2016), pp. 55 f.
50 Cf. Schaltegger/Hörisch (2013), p. 2; Colsman (2016), p. 49.
51 Cf. Section 2.1.2.
52 Cf. Michel et al. (2014), p. 104; Colsman (2016), pp. 46 f.
53 Cf. Michel et al. (2014), p. 110.
54 Cf. International Association of Controllers (2011a), p. 19. Green controlling is a part of sustainability controlling which focuses on the environmental dimension.
55 Cf. International Association of Controllers (2011a), p. 18.
56 Cf . International Association of Controllers (2011a), p. 18.
57 Cf. International Association of Controllers (2011a), pp. 21 f; Colsman (2016), p. 47.
58 Cf. Schulz (2014), p. 28; Schmidpeter (2016), p. V.
59 Instruments can be defined as methodological and technical analysis tools for decision making.
60 Cf. Mayr (2016), p. 127; Schulz (2014), p. 28; Schmidpeter (2016), p. V.
61 Cf. Michel et al. (2014), p. 110; Colsman (2016), pp. 54 f.
62 Cf. Figge et al. (2002), p. 269; Schaltegger (2016), p. 61; Mayr (2016), p. 119.
63 Cf. Kaplan/Norton (2005), pp. 173 f.; Figge et al. (2002), pp. 270 f.
64 Cf. Figge et al. (2002), pp. 273-275; Schaltegger (2016), pp. 61 f.; Hubbard (2009), pp. 185 f.
65 Cf. International Association of Controllers (2011a), p. 22; Colsman (2016), pp. 61 f.
66 Cf. Michel et al. (2014), pp. 105 f.; Schäfer et al. (2011), p. 470; Colsman (2016), p. 61.
67 Cf. Colsman (2016), p. 61.
68 Cf. Schaltegger (2016), p. 58.
69 Cf. Michel et al. (2014), p. 107.
70 Cf. Michel et al. (2014), p. 107; Colsman (2016), pp. 86 f.
71 Cf. Colsman (2016), pp. 51-53; Hartmann et al. (2016), pp. 76 f.; International Association of Controllers (2011a), p. 25.
72 Cf. Hartmann et al. (2016), p. 77; Colsman (2016), p. 51.
73 Cf. Colsman (2016), p. 53.
74 Cf. Michel et al. (2014), pp. 108 f.
75 Cf. Müller (2011), pp. 425 f.; Colsman (2016), p. 52; Hartmann et al. (2016), p. 76.
76 Cf. Colsman (2016), p. 51.
77 Cf. Lucks/Meckl (2015), p. 5.
78 Cf. Theuerkorn (2013), p. 63; Drescher (2017), p. 7.
79 Cf. Theuerkorn (2013), p. 65. Cooperation aims to pursue joint strategic or operational goals without holding stakes of mutual equity. Financial investments are motivated by returns and forego strategic involvement, e.g. influence on company’s management.
80 Cf. Lucks/Meckl (2015), p. 5; Vogel/Schumann (2002), p. 6.
81 Cf. Lucks/Meckl (2015), p. 5; Keller (2002), p. 11.
82 Cf. Lucks/Meckl (2015), pp. 5 f.; Vogel/Schumann (2002), p. 9.
83 Cf. Achtleitner et al. (2004), pp. 481 f.
84 Cf. Horzella (2010), p. 133.
85 Cf. Mittermair/Knourek (2006), p. 23.
86 Cf. Theuerkorn (2013), p. 71; Lucks/Meckl (2015), p. 9; Böhringer et al. (2006), pp. 138-141.
87 Cf. Lucks/Meckl (2015), p. 22; Forstmann (1998), pp. 60 f.; Böhringer et al. (2006), pp. 143 f.
88 Cf. Lucks/Meckl (2015), pp. 240 f.; Haspeslagh/Jemison (1992), p. 174.
89 Cf. Theuerkorn (2013), p. 74.
90 Cf. Riedel (2010), p. 102; Theuerkorn (2013), p. 75; Lucks/Meckl (2015), p. 13.
91 Cf. Riedel (2010), p. 102.
92 Cf. Wirtz (2017), pp. 62 f.
93 Cf. Theuerkorn (2013), pp. 83 f.
94 Cf. Theuerkorn (2013), pp. 74 f.
95 Cf. Lucks/Meckl (2015), pp. 7-10.
96 Cf. Lucks/Meckl (2015), p. 11; Coenenberg/Schultze (2007), pp. 340 f.
97 Cf. Dabui (1998), p. 39.
98 Cf. Lucks/Meckl (2015), p. 98.
99 Cf. Meckl (2004), p. 457.
100 Cf. Lucks/Meckl (2015), pp. 152+246.
101 Cf. Meckl (2004), p. 458.
102 Cf. Schalast/Musil (2019), pp. 120 f.
103 Cf. Nestler (2019), p. 52; Lucks/Meckl (2002), p. 260.
104 Cf. Redenius-Hövermann (2019), p. 374.
105 Cf. Meckl (2004), p. 459; Claassen et al. (2019), pp. 675 f.
106 Cf. Meckl (2004), pp. 459 f.
107 Cf. Lucks/Meckl (2015), p. 282.
108 Cf. Wall/Langner (2006), p. 1087.
109 Cf. Weber et al. (2008), pp. 11 f.
110 Cf. Wall/Langner (2006), pp. 1090 f.
111 Cf. Wall/Langner (2006), pp. 1088 f.
112 Cf. Wall/Langner (2006), pp. 1095-1097; Weber et al. (2008), pp. 11 f.
113 The research mostly uses the term CSR but defines it inconsistently which restricts the comparability and the validity of the findings. Another criticism concerns the limits of CSR ratings that are used to proxy for CSR performance, e.g. Kinder/Lyndenberg/Domini (KLD). The latter measures CSR via one-dimensional dummy variables and ignores the changes over time.
114 Cf. Friedman (1970), p. 2; Mahapatra (1984), p. 37; Sarkis/Cordeiro (2001), p. 110.
115 Cf. Flammer (2013), pp. 759 f.
116 Cf. Orlitzky et al. (2003), pp. 423 f.; Preston/O’Bannon (1997), p. 428.
117 Cf. Valentine/Fleischman (2008), p. 167.
118 Cf. Brown et al. (2006), p. 875; Lev et al. (2010), p. 184.
119 Cf. Lev et al. (2010), p. 184; Singh et al. (2008), p. 607.
120 Cf. Bloom et al. (2006), p. 50.
121 Cf. Malik (2015), p. 426.
122 Cf. Ambec/Lanoie (2008), p. 59; Bowen (2002), p. 315; Ullmann (1985), p. 541.
123 Cf. Preston/O’Bannon (1997), pp. 423 f.
124 Cf. Hemingway/Maclagan (2004), p. 35; Barnea/Rubin (2010), p. 72.
125 Cf. Schaltegger (2011), p. 17.
126 Cf. Bamberger (1994), p. 9, Lucks/Meckl (2015), p. 14. Generally, success is defined as the achievement of a goal with a certain action within a certain timeframe. In terms of operationalisation of M&A success, the reviewed studies use stock market reactions and financial KPIs.
127 Cf. Deng et al. (2013), p. 94. Abnormal returns are measured by subtracting expected stock returns from actual stock returns within a defined time window around the event of interest, e.g. the announcement date of M&A. The so-called event study is a wide-spread methodology for measuring an event’s impact on firms’ market value (of total outstanding shares).
128 Cf. Deng et al. (2013), p. 89.
129 Cf. Theuerkorn (2013), pp. 270 f.
130 Cf. Drescher (2017), pp. 85 f.
131 Culture can be understood as organisational or national culture, i.e. beliefs, values and assumptions shared by the members of an organisation or a country, according to Bauer/Matzler (2014), p. 273.
132 Cf. Bauer/Matzler (2014), pp. 273-275.
133 Cf. Deng et al. (2013), p. 89.
134 Cf. Lin/Wei (2006), p. 103; Theuerkorn (2013), p. 266; Deng et al. (2013), p. 89.
135 Cf. Berchicci et al. (2012), pp. 1067 f.
136 Cf. PwC (2012), pp. 10+14.
137 Cf. PwC (2012), p. 16.
138 Cf. Gomes/Marsat (2018), pp. 11 f.
139 Cf. Gomes (2019), pp. 2 f.
140 Cf. Gomes (2019), pp. 9 f.
141 Cf. Aktas et al. (2011), p. 1754.
142 Cf. Godfrey et al. (2009), p. 427. Marginal investors reduce firm specific risk, i.e. risk that is unique to a company, by diversifying the stock portfolio. Strategic investors take on large portions of firm specific risk through M&A and are therefore concerned with its mitigation.
143 Cf. Simonyan (2014), p. 94. Acquisition premium or bid premium is the difference between what the bidder pays and the target’s pre-takeover market value.
144 Cf. Salvi et al. (2018), p. 100. The return on assets is calculated by dividing the firm’s net income by the firm’s total assets.
145 Cf. Salvi et al. (2018), pp. 96 f.+103.
146 Cf. Vezer/Morrow (2017), pp. 3 f.
147 Cf. Bereskin et al. (2018), p. 1998.
148 Cf. Morgan (2009), pp. 39 f.
149 Cf. Bauer/Matzler (2014), pp. 273-275.
150 Cf. Waddock/Graves (2006), p. 106; Rajand/Forsyth (2002), p. 79.
151 Cf. PwC (2012), p. 16.
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