a Property Rights View

Auteur: Bel, Roland
Editeur: Euromed Management
Publication: 2007
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This paper sheds light on the realization of synergies through an appropriate allocation of property rights. We utilize the Property Rights theory of the firm developed by Grossman, Hart and Moore (GHM). In this theory, ownership of an asset provides'residual rights of control'. This can improve the ex-post bargaining power of the owner and thus creates ex-ante incentives to invest. Thus ownership provides incentives.

But while in GHM ex-post bargaining is supposed efficient, we study here the optimal allocation of property rights when ex-post bargaining is inefficient. Moreover,de-bundling ownership into the right to access an asset and the right to exclude others from it (veto), we show the specific roles that access and veto can take to mitigate inefficiencies in ex-ante investment and ex-post bargaining.

Starting from a firm with two vertically synergetic activities (1 and 2), we investigate the effect of horizontal synergy between one of them (say 2) and a third activity/firm, when the second synergy imposes a negative externality on the first one (there is a trade-off effect characterized by its value k ). When managers 2 and 3 decide to exploit their horizontal synergy (i.e. to coordinate), it may drive manager 1 to underinvest, leading to a negative surplus of coordination, and the individual incentives of 2 and 3 may be such that they will implement the horizontal synergy nevertheless (a synergy trap).

To solve the problem, we study the allocation of property rights on activity 2 to manager 1. We show that the following allocations are optimal and avoid synergy traps: partial access when the trade-off effect is small, non-integration when it is 'intermediate' and partial veto when it is high. Partial or full ownership is never optimal.

In our view, internal organization can be seen as the nexus of access and veto rights on the physical, human, financial and organizational assets which compose the firm.
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