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First draft, preliminary version
Industry Evolution and the Strategic Role of Complementarities
in the Theory of the Firm
Nils Stieglitz and Klaus Heine
DRUID Winter Conference at Aalborg, Denmark,
January 17-19, 2002
Nils Stieglitz Klaus Heine,
Organizational and Personnel Economic Policy Unit
Economics Unit Department of Economics
Department of Economics Philipps-University Marburg
Philipps-University Marburg Universitaetsstrasse 25a
Universitaetsstrasse 24 35032 Marburg, Germany
35032 Marburg, Germany heine@wiwi.uni-marburg.de
stieglitz@wiwi.uni-marburg.de
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1. Introduction
Recent evolutionary economic research on innovations and technological change has
stressed the importance of complementary resources and institutions explaining the innovative
activities of firms and countries (Teece/Pisano/Shuen 1997, Heine/Kerber 2002).
Complementary assets play an important role in the contract based theory of the firm, too, and
recent theorizing has stressed their importance for the existence, boundaries, and
organizational structures of the firm. Despite this common interest, there has been virtually no
cross-fertilization between contract based theories and the evolutionary theory of the firm. In
our paper we show how the theory of complementarities offers the potential to integrate the
insights of these different views within a common conceptual framework. By aligning incentives
to the creation and usage of knowledge in organizations, a deeper understanding of the
behavior of the innovative firm in the evolution of markets is gained.
In the evolutionary theory of the firm, the need to access and to coordinate diverse
complementary resources is highlighted. In this view, the firm is a collection of similar and
complementary resources which cannot be traded in markets (Richardson 1972). In other
words, the firm is not seen as a simple well-behaved production function or as a atomistic
contract combining smoothly the assets of super-rational agents. In the evolutionary theory of
the firm the specific knowledge is stressed which is necessary to combine crucial resources for
the production of unique goods. This leads to the paradigmatic idea that the firm constantly
faces the challenge to create new knowledge and to use it profitably in the market place
(Teece/Pisano/Shuen 1997). A key problem for an innovative firm is to gain access to
complementary resources which are not part of the firm's knowledge base yet and to
coordinate the use of these resources.
The need to coordinate the creation and usage of complementary activities is also a major
theme in the works of Milgrom and Roberts (1995). While not a theory of the firm proper,
they nevertheless show that strong complementarities make it necessary to coordinate their
creation and usage centrally. From the perspective of incomplete contracts (Hart 1995),
complementary and specific assets should be placed under single ownership. And more
recently, Rajan and Zingales (2001) have extended the incomplete contracting framework. In
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their theory, the firm is a collection of critical and complementary resources, and the degree of
uniqueness of the resources allocates power within the organization. From their perspective,
the firm is faced with the challenge to use the knowledge it created because there is, for
example, always the threat employees will expropriate the knowledge and use it themselves.
Therefore, complementary intangible assets can be a powerful device to prevent employees
from leaving the firm and ensures that new knowledge will be used where it has been created.
It is tempting to connect this recent thinking on the importance of complementarities with
the broader view of the meaning of knowledge cultivated in evolutionary thinking. This sort of
integrative reasoning leads to a conceptual framework in which the creation and protection of
knowledge plays a crucial role. From its focus our framework builts upon a framework
developed by Teece and others (Teece 1996, Teece/Pisano 1994, Teece/Pisano/Shuen
1997), in which the organization of knowledge and complementary assets plays the strategic
role to get a sustainable competitive advantage. However, the difference we will make is to
give more weight to the contractual nature of the firm.
The paper is organized as follows. In a first step we take a look on some central reasoning
in the evolutionary theory of the firm that highlights the meaning of knowledge-creation and use
of knowledge, heterogeneity and market processes. But also evolutionary theorizing is a
powerful tool to criticize neoclassical economics it lacks up to now a coherent body from
which “hard facts” can be derived as easily as in neoclassical economics. Not overcoming this
problem pretty satisfying, our next step is to figure out and to integrate evolutionary reasoning
with recent research in the (neoclassical) theory of the firm, that focuses on incentives,
complementarities, and appropriation of rents. The third step is then to summarize our findings
and to sketch out some normative conclusions concerning business policy as well as public
policy.
2. Knowledge, Heterogeneity, and Market Process
According to the later work of Schumpeter (1950) we may argue that it is nowadays not
so much the genious entrepreneur who implements most of innovations, but that this is done via
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large established firms (Tripsas 1997).1 These firms have market power and large resources,
and the crucial task for them is to sustain and to strengthen their position by managing and
coordinating the different capabilities and resources they have built up over time. From such a
resource-based view of the firm it becomes clear that it is worthwhile to draw closer attention
on the properties of industry evolution and the interrelatedness of these properties.
Also the following three properties of industry evolution are not clear cut definitions they
play an almost overwhelming role in evolutionary theorizing. In short, they are: (1) the respect
of the crucial role of knowledge, i.e., in an economy agents have to cope with the task of
creation (innovation) and use (imitation) of knowledge; (2) the heterogeneity of products and
factors – and hence the heterogeneity of firms; (3) the existence of cycles, which means that an
economic system does not behave as a stable mechanistic system like a clockwork, but mere
as an biological system that develops over a life-cycle. It is possible to call such an approach
“Darwinian”, in the sense that it is granted that single entities might differ from each other by
mutation but that there is to the same time a population of genetic similar entities. In the long
run such a population evolves through its capability to adapt to its environment that selects the
entities with the superior genetic program (Mayr 1984, pp. 95). In the realm of economics we
may speak instead of species of a population of activities embedded in firms that form an
industry which evolves through variation of its technological and organizational skills. In an
economy the selection of firms and activities is done via competition that is constrained by
rules and institutions like antitrust law or securities regulation.2 Because the criteria of selection
are made by man some authors (Commons 1934, Vanberg 1995) call it an artificial selection
that may be used to drive an industry in the direction that the society wants to direct it to.
From a methodological point of view we might say that the notion of variation and selection
1 This is not to say that there is nowadays no longer an entrepreneur that pilots a firm. The
opposite is right, however, the entrepreneurial function is not longer done by a single
entrepreneurial Superman but by a sophisticated management that holds the
entrepreneurial function in a large firm (Cohendet/Llerna/Marengo 2000). This
entrepreneurial function of the management may be seen as a specific asset which is
characterized by its “dynamic capabilities” to strategically manage the firm in an ever
changing environment (Teece/Pisano 1994).
2 For this point see the seminal paper of Alchian (1950).
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are part of the paradigmatic core of evolutionary economics that are in sharp contrast to the
“static walrasian worlds” of neoclassical economics (Vanberg 2001).3
In the following we will take a closer look on the meaning of creation and use of
knowledge, firm heterogeneity, and market processes. But also it would be tempting to discuss
every point broadly from different strands of thought we will restrict ourselves, and so we will
focus only on selected items.
(1) Creation and use of knowledge
When we analyse the problem of creation and use of knowledge, a first idea might suggest
to apply the twin of “innovation” and “imitation” to get a deeper understanding of an economy
of knowledge. Besides the fact that “innovation” and “imitation” are very broad labels which
have to be refined for theoretical and practical usage, it is a crucial question on which front of
Coase’ firm (1937) we are theorizing these labels. So, the meaning of innovation and imitation
undertakes a so called “Gestalt-Switch” (Schlicht 1998), if we take a step inside or outside the
firm. In a metaphoric sense, outside the firm-gates firms appear like islands in the sea of
markets. Firms are seen as the creators of new knowledge, or in terms of Schumpeter (1934)
they create new production-functions, which outperform the more reluctant firms. In this
outside-view the competition process is organized via markets in which price signals are the
medium through that knowledge is transmitted. This sort of transmission and organization of
knowledge in a market economy is a point intensely stressed by Hayek (1937, 1943, 1968)
and put forward by Austrians like Kirzner (1973). And in the tradition of Schumpeter and
Hayek it is not surprising that there are tries to develop an integrative framework that
combines the ideas of the young Schumpeter (1934) and of Hayek (1937, 1945).4 But the
severe question arises if this sort of thinking that was developed for the analysis of market-
coordination5 is also feasible for theorizing the coordination-problems inside the firm, or for
theorizing the myriads of organizational forms between market and hierarchy (hybrids,
networks, symbiotic arrangements etc.).
3 For a broader outline of evolutionary theorizing, see for example Dosi and Nelson (1994).
4 For such an integrative market-view see the tentative outline of Kerber (1997).
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Inside the firm we switch from coordination via markets to coordination via hierarchy
(Coase 1937). The coordination-problems of hierarchies in large multiproduct firms are in the
center of the reasoning about industry evolution in the work of the late Schumpeter (1950).
Because in the following sections the analysis of the coordination-problems in the innovating
large firm are put forward, we may now highlight firm heterogeneity.
(2) Firm heterogeneity
Firm heterogeneity can be seen as a consequence of two intertwined causes. The first is
that firms economize on different knowledge-bases, at last in part. E.g., firms develop different
product and process innovations. By doing so they create or use new knowledge about the
(re-)combination of factors and activities, and hence they differentiate from each other. But
such a differentiating process of “creative destruction” is not an isolated activity without
premises, because the capability to alter or to adapt the knowledge-base relies heavily on a
firm’s (dynamic) capabilities which were acquired in the past through (mutual) learning of the
agents a firm consists of. So, we may say that historical processes are at work in shaping the
firm’s knowledge-base, or put it in another way, path dependences are at work in the
unfolding of a firm’s knowledge-base.
Relying on Richardson (1972) it is possible to make a distinction between a firm’s
capabilities and a firm’s activities for which the capabilities are needed. “What concerns us
here is the fact that organisations will tend to specialise in activities for which their
capabilities offer some comparative advantage; these activities will, in other words,
generally be similar…” (Richardson 1972, p. 888). This notion of similarity leads to the
idea that firms face a co-evolution of the selected field of activities and the built up firm-
specific capabilities. But similarity of activities is only one factor which shapes a firm’s specific
characteristics leading to firm heterogeneity. The other factor is complementarity (Richardson
1972); in a broad sense, by complementarity is meant that the value of one capability or of one
activity is positively correlated to another capability or activity. From this follows directly that
increasing one capability or activity in order to generate additional value needs a simultaneous
5 See, e.g., the Lerner vs Hayek/Mises debate about the possibility of central planning.
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increase in the related capabilities or activities. Therefore, we may conclude that firm
heterogeneity is also a function of complex complementarities, put together in a more or less
unique organizational system which is able to manage and to exploit the existing
complementarities. Such reasoning following Richardson (1972) sheds not only light on the
question why firms differ, but also on the question where the boundaries of the firm may lie, a
question not easy to answer from a pure transaction-cost perspective.
In short, it becomes clear that capabilities, activities and complementarities are features of
heterogeneous firms that need coordination and appropriate incentives for the involved agents.
This organizational task has to be done by a central management.
(3) Market process
The notion of market process denotes the fact that organization and firm-behaviour does
not take place in a static (walrasian) world that reproduces to every time the same quality of
products and factors in the same quantity. The meaning of market process is that firms interact
in a changing world of preferences, technology, products and institutions. The central features
of market process-analysis have got recognition elsewhere (Klepper 1997, Schreiter 1994,
Heuss 1965); so, for our purposes it is enough to take into account that a firm will have to
organize its capabilities according to its selected activities in a changing environment.
Also the investigation of market processes is a manifold field there is, at least one, theme
that is hardly to underestimate. It is the cyclical evolution of entire industries and technologies,
or a little bit more de-emphasized, it is the cyclical rise and fall of products from an infant stage
of development to a mature one. Broadly seen, we suggest that a firms activities run through
from a stage of infancy to a stage of maturity; and in every stage of the life-cycle there is need
for a strategic management that centrally coordinates the interplay between activities,
capabilities and complementarities. Central coordination is needed in order to generate the
appropriate amount of new knowledge and to use the stock of knowledge generated in the
past. Also it is not easy to derive strong normative recommendations for organizing firms from
such a general assertion it seems plausible that a firm at the beginning of a life-cycle will face
some different problems than a firm engaging in a well established industry. In this regard an
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often mentioned organizational pattern is that in a “new” industry more “fluid” organizational
conceptions are appropriate while an “older” industry needs some more routinized
conceptions that might allow a higher degree of division of labour and knowledge. The need
for more fluid organizational concepts is also plausible if we take into account that in an early
developmental stage of an industry firms not only face a high degree of uncertainty belonging to
the accurate connection of activities, capabilities and complementarities, but also that there
may be different strategic paths for a firm which will yield an equi-efficient performance in the
future. A recent example for the existence of such different but equi-efficient organizational
paths leading to multiple-equilibria may be found in the lasting coexistence of different
governance-systems and the underlying governance-philosophies.6 In short, the respect of
market processes gives weight to the fact that the organization of knowledge is not a static
phenomenon but a dynamic one that needs the capacity of a strategic management that directs
the learning process on firm level.
Also evolutionary theorizing about industry evolution highlights central features, as e.g.,
creation and use of knowledge (learning), firm heterogeneity and market processes, these sort
of conceptual thinking appears to often only as a lucid critique of neoclassical economics
without being explicit and rigorous as neoclassical economics. Surely, from a puristic
methodological point of view this must not be a failure, but it leads to the situation that the two
schools (paradigms) of economic thinking often focus on the same problems without cross-
fertilizing each other. One field in that such a cross-fertilization might be of great value is the
modern theory of the firm. While the importance of complementarity is often stressed by
evolutionary theorists the associated coordination, incentive and internal appropriation
problems are seldom analysed in detail.7 The question is if it might be possible to align the
conceptual and empirical power of the evolutionary theory of the firm with the more narrow
neoclassical theory of the firm, that investigates the behaviour of the firm’s agents from a
rigorous contractual point of view.
6 For a deeper analysis of the path dependence of whole governance-systems from an
evolutionary point of view see Heine and Stieglitz (2001) and Heine and Kerber (2002).
7 For the fruitfulness of such an integrative approach see also the outline of Cohendet, Llerna,
and Marengo (2000, pp. 110) and of Coriat and Dosi (1999).
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In the next sections we will try to align neoclassical contract based theories of the firm with
evolutionary reasoning as it has been developed in the so called resource-based view of the
firm. From such a syntheses it might not only be possible to get further and deeper insights into
the working of real world firms and real world industries but also to fill the gap between high-
powered theories and the political advice that can be derived from those theories, as e.g. in the
field of merger control or the legislation of corporate law (Heine/Stieglitz 2001, Heine/Kerber
2002).
3. Technology, Coordination, and Complementarities
The seminal papers of Milgrom and Roberts (1990, 1995) mark the starting point for the
renewed interest in the role of organizational complementarities. Essentially, two key insights
form the basis of the analysis of Milgrom and Roberts. First, building on the works of Topkis,
they used mathematical lattice theory to elucidate economic problems.8 Other scholars have
picked up this method and applied it to such diverse subjects as oligopoly pricing (Vives
1999) and growth theory. Second, on a conceptual level, they highlighted the importance of
complementary activities for explaining the adoption of new organizational structures, the
development of new technologies, and for vertical integration.
The starting point for Milgrom and Roberts (1990, 1995) is the empirical observation that
the adoption of modern manufacturing technologies was followed by widespread changes in
organizational structures, human resource policies, and market positioning. This led to the
emergence of the “modern manufacturing firm”. For example, technologies like Computer-
Aided-Design and Computer-Aided-Manufacturing made the production process much more
flexible. With less specialized equipment, it was possible to offer more varieties of major
products and update the product lines more frequently. Thereby, “on-demand” production
became feasible in a range of industries. In addition, firms implemented new human resource
policies with fewer job classifications, reduced inventory stocks (“just-in-time”), increased
8 For a different modelling methodology, see especially Levinthal (1997), Levinthal (2000), and
Ghemawat and Levinthal (2000). Instead of using lattice theory, these works build on the
evolutionary nk-simulation approach developed by Kauffmann (1993). N stands for the
number of choice variables, while k for the number of variables each choice depends
upon.
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reliance on subcontractors, and a higher emphasis on speed in order processing, production,
and delivery. Moreover, in R&D, design, product, and process engineering was integrated to
increase the speed of the introduction of new products.
Milgrom and Roberts (1990) explain the emergence of these arrangements by arguing that
the various activities, and characteristics described, are mutually complementary and tend to
be adopted together. They give a very precise meaning to the term of complementarity: “The
defining characteristic […] of complements is that if the levels of any subset of
activities are increased, then the marginal return to increases in any or all of the
remaining activities raises. It then follows that if the marginal costs associated with
some activities fall, it will be optimal to increase the level of all of the activities.”
(Milgrom/Roberts (1990), S. 514). Thus, their concept of complementarity is more restrictive
than the one outlined above, since it focuses on symmetric or interdependent relationships
(Alchian/Woodward 1987). Accordingly, if the marginal return of adopting or increasing one
activity raises, it becomes more attractive to change other activities.
From this basic property of complementary activities, Milgrom and Roberts derive a range
of implications (for details, see Milgrom/Roberts 1995). If strong complementarities between
activities exist, the gains from increasing every component are larger than the sum of the
individual increases. While complementarities direct the search for new ventures and
improvements through their effect on the marginal return of activities, decentralized co-
ordination or mutual adjustment will often be not enough to exploit those benefits. There is a
marked tendency for coordination failures if strong complementarities exist. To see this,
consider the following coordination game where two managers decide independently over the
values for the activities x and y. The following table (Table 1) shows the total profit they want
to maximize (no corporate governance problem here).
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Low y High y
Low x 5 4
High x 34 + x
Table 1
Assume that x < 1, so the initial choices are (low, low). If x increases to x > 1, the new
optimum is (high, high). The problem is that uncoordinated search will not lead to the new
equilibrium (as there is no incentive to change x or y unilaterally) and the firm can be stuck in
the suboptimal initial equilibrium. Thus, organizations will often lack the motivation to change,
since the gains can only be realized if other activities are also modified. It follows that, to reap
these benefits of complementary activities, some kind of central coordination is usually
required. Individual searches and adaptations will fail to converge upon an optimal equilibrium
to begin with, and mistaken variations are less costly when they are coordinated than when
they are made independently. This underlines the importance of coherence between activities.
Imitation of coherent systems of complementary activities is more difficult since it not
enough to imitate one activity but a whole range in a highly specific manner. Dynamically,
upward or downward movement of whole system of complementary activities tend to
continue, so there is the possibility that a vicious or virtuous cycle is set in motion until a new
equilibrium is reached. Lastly, these feedbacks between complementary activities make the
existence of multiple-equilibria more likely.
Overall, strong complementarities give rise to the need of mutual adjustment and
particularly of central strategic direction by general management. Here, general management’s
task is to identify the relevant complementarity structures, and to recommend a fruitful
direction accordingly. Milgrom and Roberts (1995) stress that the informational requirements
to obtain these benefits are quite low, since it is more than enough to identify
interdependencies between activities and tasks, and communicate these to lower level
managers by setting appropriate organizational objectives and rules. The lower level manager
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then just has to concentrate on attaining his objectives, without having to worry about other
parts of the organization.
This conception of strategic direction has a long tradition in strategic management theory,
where the basic idea is that different competitive strategies entail corresponding sets of activity
systems (Andrews 1987, Porter 1996). Changes in competitive positioning will lead to far-
reaching adjustments in firm’s technologies, organizational structures, and corporate resources.
But in the Milgrom and Roberts framework, technological and marketing skills are common
knowledge, and firms are able to purchase all input factors on the markets. If one drops this
key premise, and takes the heterogeneity of firms’ capabilities and resources into account, then
the capability and resource base of the firm will have to change correspondingly, too. New
capabilities do not mysteriously fall from the sky, but they are the outcome of deliberate
learning processes as Winter (2000, p. 984) has stressed: “To create a significant new
capability, an organization must typically make a set of specific and highly
complementary investments in tangible assets, in process development, and in the
establishment of relationships that cross the boundaries of the organizational unit in
which the process is deemed to reside.” Consequently, there is not only a need to coordinate
well-defined complementary activities, but the interdependent learning processes as well.9
By coordinating complementary investments and corresponding activities through the
setting of organizational objectives and structures, the competitive strategy of a firm decides
what kind of knowledge and how much of it will be created and how it will be exploited in the
markets. The analysis of strategic paths by Teece, Pisano and Shuen (1997) is extended by
taking this need to coordinate complementary learning processes and activities into account.
More generally, to be successful, radical technological and strategic innovations call forth
for active, centralized direction. A radical innovation is more systemic (Rosenberg 1982) in
nature, since the whole organization has to be modified and curtailed to its needs. In the
9 According to Foss and Foss (2000), this is an important reason why firms exist: “It is in the
handling of some of the coordination problems associated with interdependence between
tasks that we find the rationale of the firm.”
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framework of Milgrom and Roberts, radical innovations show strong complementarities with
other activities of the firm e.g. production, marketing, and so forth. From this perspective, the
need for active, centralized direction may decrease over the industry life-cycle.
In the early stages of industry evolution, radical innovations are still quite common as a
dominant design has not yet emerged (Abernathy/Utterback 1978). Moreover, the
competitive strategies of firms are constantly evolving as firms are trying to find attractive
market positions. In this early stage of industry evolution active, centralized strategic direction
is needed to manage the learning processes in and between complementary activities
(Marengo 1992). Central direction allows to rapidly change these processes and activities in
the light of new specific knowledge about technological and market conditions. Since multiple-
equilibria exist, and activity systems are quite complex, they are themselves the object of the
organizational learning process. As a consequence, central direction is needed to experiment,
and guide the search for a consistent activity system. Mutual adjustment may not only fail to
identify relevant complementarities, but is slow to respond to new developments and reverse
past decisions.
In the later stages of industry evolution, when incremental innovations are driving
competition, a firm must have a coherent activity system tightly in place in order to survive the
selection process. If a firm still continues to look for a basic structure to deal with
complementary activities, its ability to compete is seriously restricted. While competitors have
settled for a competitive strategy and focus on perfecting their ways of doing business, they are
still defining their businesses. An imitation of competitor’s activity systems is not feasible,
because activity systems are complex in nature and most of it non-observable to outsiders.
Firms which have an consistent activity system and organizational rules may rely less on central
direction. Decentralized decision making and mutual adjustment are effective ways to
coordinate complementary activities. Active central direction plays a much smaller role now.
The danger of this arrangement is that the firm is slower to adopt to radical new technologies.
It may take some time until general management realizes the need to overhaul the activity
system.
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The need for consistent activity systems seems to be part of the reason why established
firms often organize their systemic innovative effort in autonomous teams or independent
divisions. This organizational arrangement gives management the freedom to devise a
competitive strategy and organizational structure which takes the complementarities of the new
product into account, and which is not restrained by existing products and their activity
systems.10 Experimentation and learning processes for the new product are conducted without
inhibiting the production and marketing of other products. This is especially relevant for
diversified firms which rely on independent divisions to coordinate the activities for different
products and markets. For firms who have to manage different generations of products, on the
other hand, autonomous teams open the possibility for focused and controlled experiments
which allow to analyze the impact of the new generation on the existing activity system en
miniature. If the product is ready to be launched, the activity system can then be modified
accordingly. Much the same is true for internal process innovations. Then again, the
management of incremental and autonomous product and process innovations can be
decentralized since the capabilities and corresponding activity system is already in place.
Broadening the basic theory, Holmstrom and Milgrom (1994) argue that complementarities
not only exist between the firm’s activities but also between their organizational incentives.
While activities form coherent activity systems, incentives form incentive systems that will be
adopted on a whole. Specially, they apply this reasoning to the make or buy decision and
maintain that high performance incentives, workers ownership of assets, and worker freedom
from direct controls are complementary instruments to prevent workers from shirking. Thus,
the decision to buy is a decision over what kind of incentive system will be put in place.
Likewise, if a firm makes the product itself, it installs a different incentive system in which the
firm owns the assets, the worker is paid a fixed wage and is supervised by the firm. This basic
idea can be easily extended. Burns and Stalker (1961) claimed that so called organic
structures are the efficient response to rapidly changing and highly complex environments.
Organic structures are characterised by large spans of control, decentralized decision-making,
10 For example, Clark and Fuijmoto (1994) argue in their study of the automobile industry that
product managers with centralized decision rights (“heavyweight team manager”) are
needed to manage product development processes which cut across organizational
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low levels of specialisation, and only a small amount of formal rules. The mechanized structure,
on the other hand, relies on formal rules, a high degree of internal specialization, small spans of
control, and centralized decision-making. One does not have to follow Burns and Stalker
(1961) in each and every point in order to accept the basic idea, namely that different
organizational variables form organizational systems. More recently, Teece (1996) has
identified four different archetypical “governance modes” which could be interpreted as
organizational systems. What remains unclear in his analysis is why the characteristics are
complementary and have to be adopted together.
Obviously, the Milgrom and Roberts framework is not without its flaws from an
evolutionary point of view. The analysis already indicated that Milgrom and Roberts (1990) do
not take the heterogeneity of firms into account. The activities they discussed are generic in the
sense that the activities are beneficial to all firms within an industry or even economy wide. This
does not have to be the case if firm heterogeneity and differences in competitive strategy are
taken into account. Resources and activities are, therefore, firm-specific. In addition, the
complementarity and interaction between activities may be firm-specific as well
(Porter/Siggelkow 2001). Milgrom and Roberts only analyse the case of generic activities
which interact in a generic way. Still, the Milgrom and Roberts framework is important as it
illuminates the coordination problems associated with strong complementarities and the key
role of centralized direction. While the evolutionary theory of the firm has always stressed the
need to closely coordinate systemic innovations, the Milgrom and Roberts framework takes a
broader approach by taking into consideration a wider range of activities, and by deepening
our theoretical understanding of this phenomena.
4. Complementarities, Property Rights, and Incentives in the
Incomplete Contracts Framework
Today, the theory of incomplete contracts is arguably the dominant theory to explain the
existence and boundaries of the firm (e.g. Schmitz 2001). Building on transaction cost theory
by Klein, Crawford and Alchian (1978) and Williamson (1985), Grossman and Hart (1986)
functions. On the other hand, functional teams relying on mutual adjustment fail to
coordinate these systemic innovations.
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and Hart and Moore (1990) have build on the basic idea that hierarchy is the efficient
governance mode if contracts are incomplete.11 Their key insight is ownership of physical
assets matters since it allocates the right to decide in events not specified by the initial contract
(Hart 1991). They equate ownership of an asset with residual rights of control, or, more
specifically, with the right to exclude others from the use of an asset (Hart/Moore 1990). This
corresponds closely with the legal definition of ownership. Ownership of assets is a source of
bargaining power that can be tapped into if the need to renegotiate an incomplete contract
arises. The allocation of ownership rights has in that way a profound influence on the
distribution of the ex post surplus generated by a contractual relationship. Assuming that
rational individuals will foresee this link between ownership and surplus distribution, the
allocation of residual rights influences the ex ante incentives to generate this surplus. For
instance, the incentive to invest into relationship-specific assets is higher if the asset is owned
by the individual who decides over the amount of investment. In this case, she receives a larger
part of the generated surplus as it is the case if a third party owns the asset.
Overall, who owns what, is determined by the structure of incentives of the contracting
parties. Integration increases the acquiring firm’s incentive to make relationship-specific
investments, since it receives the residual control rights and a larger share of the created
surplus will accrue to the firm. The cost of integration is that the incentives of the acquired firm
will be diminished because it receives a smaller fraction of the surplus created by its
investment. Thereby, who acquires whom depends on the precise shape and structure of the
relevant incentives to invest (Hart 1991). This basic thought can be applied to a range of
different situations. First, it is not only possible to discuss the incentives to invest into the
creation or enhancement of an asset, but also to discuss the effort put into activities before
surplus distribution. Potentially, there is a great deal to learn about the creation and usage of
assets by utilizing the property rights framework put forth by Grossman and Hart (1986).
Second, they explicitly model the incentive problems associated with complementary
physical assets (Hart/Moore 1990, Hart 1991). Two assets are said to be strictly
11 See Hart (1995) and Williamson (2000) for a discussion of the differences between
transaction cost economics and incomplete contract theory.
· 17 ·
complementary if both are unproductive unless they are used together (Hart/Moore 1990, p.
1135). Once again, an interdependent relationship is assumed. It follows directly that single
ownership of the two complementary assets is the efficient contractual arrangement
(Hart/Moore 1990). The acquiring firm’s incentive to invest will increase while having no effect
on the incentive of the acquired firm. In this situation integration yields only benefits but no
costs. The reason is that the assets are unproductive and yield no marginal return absent an
agreement between the two owners. Therefore, investment incentives can only increase
through integration, but not diminish.12 Schmitz and Sliwka (2001) extend the analysis by
assuming that a separate firm B not only choose the asset’s investment level but also the
degree of complementarity between B’s asset and an asset of a firm A. The more
complementary B’s asset, the more productive are the two assets. But B’s bargaining power
decreases as B becomes more dependent on A, and this reduces B’s investment incentive.
Now integration of complementary assets is no longer costless. A basic trade-off arises: While
integration leads to full complementarity but underinvestment, non-integration entails a loss in
complementarity but increases investment incentives. Integration then only will occur if the
benefits of stronger complementarity are greater than the costs of diminished investment
incentives. Therefore, in cases of complementary assets or strong “synergy” between assets,
single ownership is the appropriate ownership arrangement.
What is interesting about the above analysis is the focus on the allocation of property rights
and how this, in turn, affects the incentives of the rights’ holder. In the light of this, ownership
structures have an impact on the creation and usage of knowledge in firms. But the outlined
model is very restrictive. The implications are derived under the assumption that the productive
knowledge needed to coordinate the use of the assets is costless. If we once again drop this
assumption, and take the heterogeneity of firms into account, conclusions are less clear.
Richardson (1972) already argued that activities could be complementary but dissimilar, since
they rely on a different set of capabilities. In a similar vain, Demsetz (1995) claimed that
vertical integration forces the central contractor (e.g. the owner) to digest knowledge of
different kind. If knowledge acquisition is costly, “forsaking reliance on a specialized body of
12 But see Hart (1995, pp. 68), for special cases in which joint ownership is the efficient
arrangement.
· 18 ·
knowledge and using multiple kinds of knowledge instead raises the cost per unit of
knowledge acquired.” (Demsetz 1997, p. 428). Taking the costs (and benefits) of acquiring
new knowledge through learning and experimentation into account, the above analysis of
vertical integration has to be crucially amended.
However, the fundamental point retains its validity, namely, that how property rights are
allocated affect the incentives of the contracting parties. Of course, this insight is not new. It
formed the conceptual underpinnings of earlier works on property rights (Demsetz 1967,
Alchian/Demsetz 1972). The “new property rights school” (Foss/Foss 2001a) has the merits
to provide a more tightly reasoned, game theoretic approach to analyze contracts and to give a
very precise economic meaning to ownership. But the more rigorous foundations come at the
price of neglecting other aspects of property, especially the contractible rights to access, use,
modify, and expropriate an asset. Most of the recent discussion has concentrated on the
residual right to withdraw the asset. But if one is interested in the organizational structures, a
more finely grained framework is needed to understand the theoretical relationships between
ownership, incentives, and decision rights on the one hand, and the creation and usage of
knowledge on the other.
In an important way, residual, discretionary rights to use an asset is the prerequisite for
creating new knowledge as Foss and Foss (2000, p. 39) have stressed: “This connection is a
consequence of the fact that learning by doing usually requires the exercise of use rights
over some assets. This implies that patterns of learning by doing […] depends on the
allocation of use rights between different individuals over time, and the division of
labour may be one reason for reallocation of user rights.” The incentive to learn and
innovate will, of course, depend on the benefits of this activity, and the incentive to innovate
increases if the innovator captures part of the generated surplus. The internal allocation of user
and income rights thus has an impact on the creation of knowledge in the firm. On the other
hand, the usage of existing knowledge may be curtailed as user rights are privately consumed
(“shirking”) while the firm fails to exploit its capabilities in the market place.
· 19 ·
Once again, it is general management’s discretionary task to settle this basic trade-off13
through the firm’s competitive strategy. Hence, in a fundamental way, organizational structure
follows competitive strategy. Put differently, the level, origins, and speed of the firm’s
innovative activities decides the corresponding incentives and organizational structure
(Cohendet/Llerena/Marengo 2000). To do this, general management – whether owner or
hired gun – needs the control rights over the firm’s asset including the rights to redefine and
reallocate specific user rights. Otherwise, they would not be able to change and adapt
incentives and organizational structure.
One may ask, what all the later have to do with the role of complementary assets? Hart and
Moore (1990) set out to explain the optimal allocation of ownership rights in cases of
complementary physical assets. Their argument points to the importance of property rights and
incentives in the creation and usage of assets. But the analysis can be broadened by
understanding property as a bundle of contractible rights. This opens up the possibility for a
more detailed study of the boundaries and the organizational structure of the firm.
5. Critical Resources, Power, and Webs of Complementarities
In a stream of recent papers, Rajan and Zingales (1998, 2000, 2001a) have developed a
“critical resource theory” of the firm. Taking Grossman and Hart (1986) and the resource-
based view of the firm (Wernerfelt 1984) as their starting points, they claim that power flows
from the ownership of valuable resources that are in short supply (Rajan/Zingales 1998). The
allocation of power14 affects the distribution of the surplus, and hence, the incentives and
decisions of those involved. Thereby, power not only affects the incentive to invest but the
incentive to enter in a relationship. Above that, the allocation of power also determines the
range of feasible actions. For example, a senior manager which wields the power to allocate
organizational roles and use rights over assets has a broader range of possible actions than a
lower level manager.
13 See March (1991) for a more complete treatment of the trade-off between the creation and
usage of knowledge.
14 Rajan and Zingales (2000, p. 204) define power as “the control over valuable resources over
and above that determined through explicit contract in a competitive market.”
· 20 ·
The key research question for Rajan and Zingales is how it is possible for a firm to have
power over human resources. As it is, legal ownership of human capital rests with the
individual, and is thereby, absent slavery, non-contractible. But a firm needs bargaining power
in order to extract part of the surplus which is generated by its employees. Otherwise, the
employees receive pay equal to their marginal productivity and thereby appropriate all of the
generated surplus. This, of courses, decreases profit rates. For example, Chacar and Coff
(2000) find empirical evidence that research analysts in investment banking are able to extract
most of the generated surplus: While gross performance looks splendid, residual performance,
e.g. profits accruing to the firm’s owners, are sobering. On a different level, Bhide (2000)
reports that 71 percent of the firms included in the Inc 500 (a list of young, fast growing firms)
were founded by people who are developing and marketing product ideas created by the
previous firm that employed them. This finding highlights that today many inventive firms are
not able to exploit the growth options they generate. This adds a new dimension to the
question how firms create and use knowledge: Many firms create new knowledge, but fail to
use it themselves. A crucial problem faced by a firm is, therefore, how firms secure the option
to use the knowledge created by their employees for themselves. They paid for it, after all.
Not surprisingly, according to Rajan and Zingales (2000), we find the answer in the
existence of complementary assets which provide the economic link that glues the firm
together. “A complementarity is said to exist when the unit and the firm can together
create more value than they can going their own separate ways.” Individuals are tied to
the firm through their quasi-rents, and it wields some power over them because disobedience
would jeopardize the quasi-rent or joint value. Complementary assets are the outcome of the
specialization to the existing resource base of the firm (Rajan/Zingales 2001b). Despite making
them more dependent, individuals are ready to acquire firm-specific skills and knowledge if the
long-term rewards outweigh the costs. One important way to create these situations is to give
employees privileged access to critical resources (Rajan/Zingales 1998). A critical resource is
a valuable resource which is in very short supply. Examples include existing customer and
client lists, single individuals, brand reputation, and corporate culture. Of course, the same
holds true not only for individuals, but for firms specializing their resources to other firms. An
important example are specialized customer-supplier relationships (Rajan/Zingales 2000).
· 21 ·
Existing firms are, from this perspective, webs of past investments that created
complementarities around a critical resource (Zingales 2000). Since it takes time to build such
a web, it can not be reproduced instantly. Individuals or other firms create new firm-specific
resources only if these webs are valuable and worth to gain access to. An important task is the
coordination and direction of these investment into new complementary resources. Rajan and
Zingales (2000) argue that this general position is a source of power of its own right. While not
controlling a resource as such, a person acts as the gatekeeper by allocating the access rights
to the valuable web of resources.
Concerning innovative activities, firms are better able to exploit the generated growth
options if they not only have the necessary complementary resources in place, but are also
able to create new options faster than competitors or new firms. This way, the incentives to
leave the firm are small for employees, since they would risk failure in direct competition and
the expected rewards for being loyal are high. “Therefore, the most enduring leads are
based upon a combination of organizational capabilities and technological leadership.
When a firm innovates at a very fast pace, and it has a large specialized core of
employees to implement these innovations, its opportunities will be well protected.”
(Rajan/Zingales 2001a, p. 208). Accordingly, firms with a narrow, focused corporate strategy
are in a better position to create and exploit growth options than diversified firms.15 More
focused firms not only provide the complementary assets to successfully market innovations,
but offers the potential to retain technological leadership in its field.16
Innovations may also be hampered if incentives to exploit growth options are misaligned
internally. In that case, the trouble is that an organizational unit may have to pay the costs,
while the potential reward accrues to another unit. Zingales (2000) provides some anecdotal
evidence for this claim. With its publishing and new media divisions, German media
conglomerate Bertelsmann was well positioned to exploit the opportunities opened by the
15 In a similar vain, Rotemberg and Saloner (1994) show that the employee’s incentives to create
and communicate new knowledge to upper level manager are higher if the firm pursues a
narrow business strategy.
16 See Markides (1995) for detailed empirical evidence supporting the relative superiority of
focused corporate strategies. Of course, the reasons may be different than the one given
by Rajan and Zingales (2001a).
· 22 ·
Internet. Still, Bertelsmann got off to a very slow start. Zingales (2000, p. 1649) offers the
interpretation that the divisions would have had to invest heavily to develop a new business
while fearing that it could be reassigned to an other or a new division in the future. As a result,
the divisions were reluctant to commit themselves, and Bertelsmann did not exploit this
opportunity.
Overall, a common theme in the works of Rajan and Zingales is how firms secure part of
the surplus and the growth options they create. Put differently, the economic link between the
creation and use of knowledge cannot be taken as given. This is a very well-known
phenomenon in market evolution, and the peculiar relationship between innovator and imitator
has been debated for decades. What has often been overlooked, though, is the internal
problem of internal rent appropriation, and Rajan and Zingales move it into the spotlight.
What is interesting about their treatment is that they explicitly take account of firm
heterogeneity and Schumpeterian competition. This adds an important dimension to the
discussion, since the ability to use the internally created knowledge differs across firms and is
an outcome of past decisions. Only if a firm has crafted the appropriate web of
complementary assets and capabilities in the past, it is able to exploit internally its generated
growth opportunities.
Employees only have an incentive to leave the firm if they expect that they are able to
generate a higher surplus elsewhere and are able to capture more of the surplus in absolute
terms. A competitor will be an attractive new employer if he is ready to pay higher wages. This
is only possible if the competitor has a more valuable web of complementary assets in place.
The employee will then switch firms as long as the wages are higher, even if the share of the
captured surplus decreases. The employee shares relatively more of the generated surplus to
gain access to the more valuable web of assets. Individuals even might be ready to accept
temporarily lower wages to gain access in hope of high future wages. But when do employees
start their new businesses, then?
Evidently, they must expect to produce a larger surplus by themselves than the surplus
which they can capture by staying in their old firm or by switching to a competitor. These
· 23 ·
constellations appear if existing webs of assets and capabilities fail to add much value to
innovations, or even prevent them. In the later case, the existing firm might fail to perceive the
economic potential of these new ideas. Radical innovations are often competence-destroying
(Tushman/Anderson 1986). Because of this characteristics, incumbent firms are not in a good
position to exploit radical new ideas, since the old web of complementary assets is nearly
worthless for that venture. Accordingly, employees could be better off by leaving the firm and
starting their new venture. The more radical an innovation, the more new ventures will be
started, and the seeds of creative destruction will often be sown in the incumbent firms.
It will depend on the exact nature of the technology and market structure to pinpoint how
radical innovations are (Tripsas 1997, McGahan/Silverman 2001). Often, seemingly radical
technological innovations only destroy assets and capabilities on parts of the value chain, while
leaving other parts intact. For example, in the pharmaceutical industry, the advent of
biotechnology, changed fundamentally how research and development is organized. Hence,
many new entrants entered in downstream markets. Their primary task is the creation of new
knowledge, and they are very R&D intensive. But these ventures still rely on the vertical
integrated pharmaceutical firm to market their products. The reason is that the resources and
capabilities of the traditional pharmaceutical firms like marketing, regulatory management, and
brand names, are complementary to new ventures’ innovations (for empirical studies, see
Arora/Gambardella 1990, Shan/Walker/Kogut 1994, Rothaermel 2001). The biotechnology
firms are ready to share part of the innovative rent to gain access to these valuable
complementary assets. Vertical integrated biopharmaceutical firms have remained the
exception.
6. Conclusions: Complementarities, Innovations, and Industry
Evolution
The starting point of our discussion was the need of firms to constantly create and exploit
new knowledge. This is one of the main features of the evolutionary theory of the firm. What
has often been lacking in evolutionary theorizing has been how incentives, and organizational
structures, influence the organizational learning process. Specifically, while the importance of
complementary capabilities is often acknowledged, the associated coordination, incentive,
· 24 ·
and internal appropriation problems are seldom analyzed in detail. But these questions are
addressed in the contract based theories of the firm.
In the works of Milgrom and Roberts, the need to coordinate complementary activities is
highlighted. Central direction, organizational goals and rules, mutual adjustment, and
organizational autonomy are important instruments to cope with this coordination problem. The
theory of incomplete contracts offers the potential to discuss the link between the allocation of
property rights, and the incentive to create and use complementary assets and capabilities. But
the modern property rights literature restricts itself to analyzing residual rights of control, e.g.,
the right to withdraw an asset. This approach is probably too narrow to discuss the full range
of property rights and their influence on incentives. Finally, Rajan and Zingales identify internal
appropriation of innovative rents as an important problem. They argue that complementary
assets and capabilities are important instruments for firms to successfully exploit its growth
options. Their analysis takes explicitly account of firm heterogeneity and links up well with
Teece (1986) who shows the importance of complementary assets for innovative and imitative
activity.
To see how these three problems relate to each other, and how they are shaped by the
forces of Schumpeterian competition, it is useful to look at stylized stages of industry evolution
and analyze how successful firms manage complementary activities, capabilities and resources.
Two dimensions seem to be especially useful to characterize industry evolution. First, the
degree of cumulativeness is a measure of how radical an innovation is: “Cumulativeness
captures the properties that innovations and innovative activities of today form the
starting point for innovations of tomorrow and that innovative firms of today are more
likely to innovate in the future in specific technologies and along specific trajectories
than noninnovative firms.” (Dosi/Malerba/Orsenigo, p. 216). A low degree of
cumulativeness, therefore, indicates a more radical innovation. The second dimension is
industry growth, and is a rough measure for industry evolution. It is a stylized fact that
industries often evolve through stages of high growth into saturated stages of low growth.
· 25 ·
Taken as a whole, we can distinguish four different constellations of industry evolution which
are depicted in the following table (Table 2).17
Market growth
Degree of Cumulativeness
High Low
Low (1) Exploratory Stage (4) Stagnant Phase
High (2) Growth Stage (3) Mature Stage
Table 2
New markets and industries are usually created by radical innovations which constitute new
technological paradigms (Dosi 1988) and new value networks (Christensen/Rosenbloom
1995). In this exploratory or embryonic stage, major product innovations are taking place
which eventually evolve into a dominant design (Abernathy/Utterback 1978, Agarwal 1998)
which channels further innovations. While market volume is low, growth rates are increasing.
The establishment of a stable technological trajectory often marks the beginning of the growth
stage which is characterized by high growth and declining entry of new firms. Often, an
industry shakeout and consolidation signals the transition to the mature stage with low growth
rates. In the fourth phase, the stagnant phase, two challenges for established firms are of
interest for our discussion. First, since growth opportunities are dried up, established firms will
look to other product markets to use their capabilities and diversify accordingly
(Dosi/Teece/Winter 1992, Montgomery 1994). Second, there is a threat that incumbents are
threatened by innovative new entrants who are successfully entering the market. Both
challenges have in common that diversification and the threat of innovative entrants are often
characterized by low degrees of cumulativeness, since new capabilities, new value networks,
and new activity systems are needed. We will discuss each stage in turn, and ask
• how complementary activities are coordinated,
• how incentives are structured,
17 For a detailed discussion of the different stages, see Klepper (1997).
· 26 ·
• how the internal appropriation problem is dealt with.
(1) Exploratory stage
In the exploratory stage, the creation of knowledge is of paramount interest to early movers
in the market. Because of the low degree of cumulativeness, the technology itself and the
corresponding technological capabilities are key areas for organizational learning. As outlined
above, centralized direction is needed to coordinate the complementary investments and
activities, and to guide the search for a consistent activity system. The objectives which guide
lower level managers’ behavior are loose, and open to constant revision, since there is a need
to experiment with ‘how to do things’. Formal rules only play a minor role in coordinating
complementary activities. Thus, the organization heavily relies on active central direction.
Concerning incentives, emphasis is placed on learning and experimenting. Employee’s scope
for action is broad, but constrained by above mentioned objectives. By setting objectives, the
corresponding use and decision rights are allocated. The allocation of residual income rights,
e.g. stock options, is important for setting pecuniary incentives to learn. The internal (and
external) division of labour is low, and internal organizational structures are horizontal. Since a
web of complementary capabilities and assets is just beginning to develop, the internal
appropriation problem is a serious threat to an innovative firm. An internal instrument for
coping with that threat is the use of different schemes of surplus sharing (stock options) with
early employees. Above that, a crucial task for general management is the rapid build up of
these webs. A first step is to identify valuable complementary capabilities, and decide whether
to develop them internally or acquire them externally through mergers or networks.18
Complementary resources do not only guard the firm against internal appropriation, but is an
important barrier to imitation and entry for newcomers, too.
18 Also in the law and economics literature these questions have got attention under the label
”symbiotic arrangements“ in which the structure and working of “thick contracts” for
managing complex transactions is analysed. For an overview see Schanze (1998).
· 27 ·
(2) Growth stage
During the growth stage, the degree of cumulativeness of new knowledge increases. The
creation of knowledge is still dominant, but the areas of organizational learning shift from
technology to market conditions, especially consumer preferences. The coordination of
complementary activities relies less heavily on active centralized direction, since vital
interdependencies have already been identified. Only if the firm changes it’s competitive
strategy and corresponding activity system, the need for active centralized direction comes up
again. Formal rules and specific objectives are thus gaining in significance. The internal division
of labor deepens as the coordination of differentiated tasks and activities is more easily
accomplished. Correspondingly, organizational learning processes multiply and accelerate, and
are becoming more decentralized (Marengo 1992). Changes in the incentive structure reflects
this shift, and residual use and decision rights become more specified and restricted. In other
words, since more is known about the technology and market structure, contracts are
becoming more “complete”, and the room for employee’s discretion narrows. Overall, the
vertical hierarchy of the firm deepens. The complementary capabilities and assets of the firm
are still developing, but they already provide an important competitive advantage for early
movers. Late movers are, therefore, disadvantaged along two dimensions: They not only have
to develop their capabilities and assets but experiment with complementary activities. Since
early movers already established basic structures and capabilities, experimenting and learning
is more expensive for late movers. This appears to be one of the reasons why early movers
often outperform later entrants (Mueller 1997). Furthermore, because of this, the internal
appropriation problem is becoming less severe. While still an important challenge, the (static)
internal rent appropriation through high wages and salaries begins to be the more serious
threat, and firms are more reluctant to establish organizational schemes for surplus sharing for
later employees.
(3) Mature stage
In the mature stage, market growth slows, and price competition often intensifies. The
(efficient) usage of existing knowledge becomes increasingly more important as technological
· 28 ·
opportunities and market structure is known. Firms which are still active in the market have a
consistent activity system tightly in place, with heavy reliance on formal rules, a deep and highly
differentiated vertical structure, mutual adjustment, and inactive central direction. The internal
division of labor is high. The level of organizational learning depends on the exact nature of the
industry, but it will usually be smaller than in the earlier stages of industry evolution. The
incentive system places emphasis of static efficiency, and less on learning and innovation.
Respectively, use and decision rights are narrow and well-specified, and not often revised. The
classic principal-agent theory can be fruitfully applied here. Concerning appropriation, the
dynamic appropriation problem is not important anymore. Since a web of complementary
capabilities and assets is now in place, firms are able to expropriate parts of the surplus
generated by their employees.
(4) Stagnant Stage
In the stagnant stage, firms often face the challenge to generate new growth opportunities.
As these are dried up in the traditional market, firms look elsewhere, to foreign markets or
new products. Without analyzing the decision to diversify in detail, two observations seem to
be possible from the above analysis. A first crucial question is which of the existing capabilities
and assets the firm is able to use, and the answer determines how much emphasis is placed on
the creation of new capabilities. The second question which needs to be addressed is how to
organize the new venture. Often, diversified firms have more than one autonomous
organizational unit, and this reflects the need to have different activity systems. Both questions
are interrelated, and the organizational challenge is how to integrate the desire for joint use of
organizational capabilities and assets with the need to establish autonomous activity systems.
Much the same is valid in analyzing challenges to the incumbent firms posed by radical
innovations during “stagnant” stages of market evolution. Usually, incumbent firms have an
advantage over new entrants, since they have complementary resources in place which allows
for quick imitation (Teece 1986). But a crucial source of organizational inertia is the old
activity system of the firm which may not longer be able to accommodate the new technology,
and which cannot be changed easily. Established firms are overwhelmed by the parallel need
· 29 ·
to develop new technological capabilities and a corresponding new activity system. Often,
incumbents try to accommodate new technologies within established ways of doing things, and
they only learn after developing technological skills that they ought to refit their activity system.
This idea is supported by Christensen and Rosenbloom (1995) and their analysis of the disk
drive industry, and Tripsas (1997, p. 139) who concludes her detailed study of the typesetter
industry: “The initial products developed by established firms were consistently inferior
to those of new entrants. The need for both new technical skills and new architectural
knowledge proved difficult for incumbents to manage.”
Besides a more detailed impression of what a firm might be or what a firm ought to do our
reasoning might shed some additional light on policy questions, as, for example, the regulation
and deregulation of business forms, like private limited companies, public companies, or trusts.
Another crucial policy question might be the treatment of horizontal and vertical mergers. Why
these policy question might become interesting is easy to explain (Rajan/Zingales 2000,
2001b). The cause is that we use a functional concept of the firm in which the allocation of
property rights is the device to manage a firm successful through an evolving industry. But the
allocation of property rights is also an essential legal concept to regulate business or industry,
e.g., jurisdictions provide special business forms for doing business, which are more or less
mandatory. So, we might face a clash of a functional concept of the firm with a concept that is
based purely legally. Or, put it differently, there might be a divergence between an economic
and a juridical concept of a firm.
Concrete business forms are “legal fictions” (Jensen/Meckling 1976) that solve some
economic problems pretty well but that are not permanently (re-)constructed and adapted by
law and economics scholars in order to fit the manifold needs of managers, shareholders,
creditors, and workers.19 From that divergence between legal forms and the functional
reasoning about the appropriate allocation of property rights in a firm results a permanent need
to adapt the legal forms that are in order. This does not mean that the pressure to adapt the
legal order may not change over time; so, it is possible that the need to adapt the legal order is
stronger in times of rapid technological change than in times of gradual technological change. A
19 The process of institutional adaptation is a crucial question that is beyond the scope of this
paper. For an overview see Vanberg and Kerber (1994), for a more narrow analysis of
European corporate law see Heine and Kerber (2002).
· 30 ·
striking example how a jurisdictional legal order might have to adapt is the case of antitrust
laws against vertical mergers in the media industry (Rajan/Zingales 2000). While a few years
ago content creation, production, and distribution were typically organized as single and
independent businesses in the value chain of movie production, nowadays giants like Time
Warner, Disney, Sony or Bertelsmann control more and more parts of the value chain. From a
puristic view of antitrust this concentration of activities is a severe problem of market power
(Harvard paradigm) or a simple problem of welfare economics (Chicago paradigm). From the
here presented view the vertical mergers in the media industry are in the first line an adjustment
of the appropriate boundaries of the firm that takes place as a strategic action to cope with
complementarities, incentives and appropriation of rents in a rapidly changing technological
environment. E.g., a movie does not only entertain customers in a film-theatre. Nowadays it is
launched together with a brand name under that a multitude of entertainment articles are sold
(toys, books, videos, CDs, clothes, food etc.). Because launching a strong brand name is very
costly and the duration of a brand in the entertainment industry is short, the industry faces a
time-cost trade-off that forces the industry to exploit brands vigorously and in a concerted
manner. Since the critical resource is the brand name and not the movie or the book it makes
sense to organize the whole value chain centrally from a headquarter that controls the brand
and all activities have to be centred around the brand, so that all generated rents can be caught
(Rajan/Zingales 2000). That is not to say that all vertical mergers are no problem at all, but it is
to say that antitrust policy has carefully to look where the appropriate boundaries of the firm
lie. Surely, this is no easy task, when it is assumed that the appropriate boundaries of a firm
alter in the evolution of an industry or are highly industry specific. But in our view it is highly
recommended to use such a concept that gives more weight to an elaborated theory of the
firm. An antitrust-policy that uses only broad concepts of market-power or welfare economics
and which forgets the strategic meaning of coordinating complementarities, incentives and
appropriation of rents in the evolution of industries seems to be more an obstacle to industry
evolution than a facilitator of evolution.
To sum up, we believe that a framework, which integrates the basic ingredients of
evolutionary thinking, like the crucial role of knowledge, firm heterogeneity, and market
processes, with recent thinking in the contract based theory of the firm, provides not only a
framework for a deeper understanding of industry evolution, but gives also normative hints for
· 31 ·
an accurate business policy as well as for a public policy that is to support industry. Besides
the results we may obtain from such an integrative framework it seems to us that the
resourceful combination of findings in evolutionary thinking and in neoclassical economics is a
promising scientific strategy to discover some missing links in the theory of the firm and
industry evolution.
· 32 ·
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