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How Capital Structure Influences Diversification Performance: A Transaction Cost Perspective

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Extant theories agree that debt should inhibit diversification but predict opposing performance consequences. While agency theory predicts that debt should lead to higher performance for diversifying firms, transaction cost economics (TCE) predicts that more debt will lead to lower performance for firms expanding into new markets. Our empirical tests on a large sample of Japanese firms support TCE by showing that firms accrue higher returns from leveraging their resources and capabilities into new markets when managers are shielded from the rigors of the market governance of debt, particularly bond debt. Furthermore, we find that the detrimental effects of debt are exacerbated for R&D intensive firms and that debt is not necessarily harmful to firms that are either contracting or managing a stable portfolio of markets. Copyright © 2013 John Wiley & Sons, Ltd.
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Strategic Management Journal
Strat. Mgmt. J.,35: 1013– 1031 (2014)
Published online EarlyView 25 June 2013 in Wiley Online Library (wileyonlinelibrary.com) DOI: 10.1002/smj.2144
Received 19 May 2010 ;Final revision received 23 April 2013
HOW CAPITAL STRUCTURE INFLUENCES
DIVERSIFICATION PERFORMANCE: A TRANSACTION
COST PERSPECTIVE
JONATHAN P. O’BRIEN,1PARTHIBAN DAVID,2*TORU YOSHIKAWA,3
and ANDREW DELIOS4
1
Lally School of Management & Technology, Rensselaer Polytechnic Institute, Troy,
New York, U.S.A.
2
Kogod School of Business, American University, Washington, DC, U.S.A.
3
Lee Kong Chian School of Business, Singapore Management University,
Singapore, Singapore
4
Business School, National University of Singapore, Singapore, Singapore
Extant theories agree that debt should inhibit diversification but predict opposing performance
consequences. While agency theory predicts that debt should lead to higher performance for
diversifying firms, transaction cost economics (TCE) predicts that more debt will lead to lower
performance for firms expanding into new markets. Our empirical tests on a large sample of
Japanese firms support TCE by showing that firms accrue higher returns from leveraging their
resources and capabilities into new markets when managers are shielded from the rigors of the
market governance of debt, particularly bond debt. Furthermore, we find that the detrimental
effects of debt are exacerbated for R&D intensive firms and that debt is not necessarily harmful
to firms that are either contracting or managing a stable portfolio of markets. Copyright 2013
John Wiley & Sons, Ltd.
Equity is soft; debt is hard. Equity is
forgiving; debt is insistent. Equity is a pillow;
debt is a dagger ... Equity lulls a company’s
management to sleep, forgiving its sins more
readily than a deathbed priest ... But put a
load of debt on that same company’s books
and watch what happens when its operating
profits begin to fall off even a little bit.
G. Bennett Stewart (1991: 580 581)
Keywords: transaction cost economics; diversification;
capital structure; RBV; agency theory
*Correspondence to: Parthiban David, Kogod School of Busi-
ness, American University, 4400 Massachusetts Ave NW, Wash-
ington, DC 20016–8044.
E-mail: parthiban.david@american.edu
Copyright 2013 John Wiley & Sons, Ltd.
INTRODUCTION
Both product and international diversification have
the potential to generate economic rents from
leveraging critical resources and capabilities across
multiple markets (Barney, 1991; Hitt et al., 2006;
Teece et al., 1997). Inappropriate diversification,
however, can destroy firm value (Hoskisson and
Hitt, 1990). As managers’ goals can diverge from
those of owners and lenders, governance mecha-
nisms are needed to ensure the pursuit of appro-
priate strategies that enhance firm value (Shleifer
and Vishny, 1997). Flawed governance mecha-
nisms foster inadequate monitoring and misaligned
incentives that result in inappropriate diversifi-
cation strategies and poor financial performance
(Hitt et al., 2006; Hoskisson and Hitt, 1990; Wan
et al., 2011). Prior research has explored the
governance role of ownership structure (David
1014 J. P. O’Brien et al.
et al., 2010; Tihanyi et al., 2003), business group
affiliation (Kim et al., 2004), and national insti-
tutional context (Wan and Hoskisson, 2003) in
shaping the performance consequences of diver-
sification strategies.
A firm’s capital structure (i.e., the relative
mix of debt and equity capital) is an impor-
tant governance mechanism that shapes monitor-
ing and incentives (Jensen and Meckling, 1976;
Williamson, 1988) and impacts corporate diversi-
fication strategy (Kochhar, 1996). While consid-
erable research has explored how the governance
exercised by equity owners shapes the performance
consequences of diversification (for a review see
Connelly et al., 2010), the influence of lenders
on diversification remains unexplored. This gap
is surprising considering that the suppliers of
debt, just like equity, use governance mecha-
nisms to safeguard their investments (Williamson,
1988). In fact, debt can be even more salient
because it accounts for over 90 percent of all
new external financing (Mayer, 1988). Accord-
ingly, we study the role of debt in shaping
the performance consequences of diversification
strategies.
Extant theories yield opposing predictions about
the impact of debt on the performance conse-
quences of diversification. Debt contractually obli-
gates managers to a repayment schedule and
default gives lenders the right to recoup their
assets through bankruptcy (Jensen and Meck-
ling, 1976). According to AT, the high-powered
incentives posed by the threat of bankruptcy
induce managers to eschew excessive diversifica-
tion and only pursue value-enhancing diversifica-
tion (Jensen, 1986). Transaction cost economics
(TCE), by contrast, argues that the high-powered
incentives preclude the forbearance and discretion
needed for exploring and capitalizing on oppor-
tunities in new markets as they arise (Kochhar,
1996). Both theories agree that debt inhibits diver-
sification, but predict opposing performance conse-
quences: debt leads to higher performance accord-
ing to AT but lower performance according to
TCE.
Existing empirical research has emphasized
direct relationships between diversification and
debt and has not directly addressed the gover-
nance role of debt in shaping the performance
consequences of diversification. Most research
investigates the role of diversification in the
choice of debt financing. Diversification helps
to reduce earnings volatility because the cash
flows across the firm’s various markets will
be imperfectly correlated, thereby allowing firms
to employ more debt in their capital structure
and hence enjoy the concomitant cost of capi-
tal and tax benefits (Barton and Gordon, 1988;
Kim et al., 1993; Kochhar and Hitt, 1998; Lim
et al., 2009; Low and Chen, 2004; Lowe et al.,
1994). Empirical research has also explored the
reciprocal relationship of debt on diversifica-
tion (Yoshikawa and Phan, 2005) and found
that debt tends to inhibit related diversification
(Chatterjee and Wernerfelt, 1991) and to fos-
ter restructuring through reductions in diversifi-
cation (Gibbs, 1993). Empirical research has not,
however, investigated how the governance role
of debt shapes the performance consequences of
diversification.
In the following sections, we first draw on AT
to link capital structure to changes in diversifi-
cation. Next, we draw on the Resource Based
View (RBV) to explicate the critical role of key
strategic resources and capabilities in reaping the
maximal possible returns from diversification. Fol-
lowing that, we draw on TCE to explain how
capital structure can influence the returns to diver-
sification. In doing so, we make several impor-
tant contributions to the strategy literature. First,
we show that capital structure can strongly influ-
ence the success of new market entry. Second,
we make a theoretical contribution by demon-
strating that TCE can serve as a useful bridge
between the RBV and AT because it helps to clar-
ify the appropriate form of governance for strate-
gic resources. Third, we extend our core argu-
ments to explicate the contingencies that shape
the relationship between debt, diversification, and
performance. Specifically, we argue that debt is
more detrimental to R&D intensive firms; bond
debt is more detrimental than bank debt; debt is
more detrimental to firms increasing diversification
than firms decreasing diversification; and debt can
potentially be beneficial to diversified firms that
are not actively expanding. Our empirical tests on
a large sample of Japanese firms support our argu-
ments. Finally, although our empirical tests are
based on Japanese firms, our theory is developed
using the general tenets of AT, the RBV, and TCE.
Hence, we our results should be generalizable to all
contexts where the institutional environment gives
teeth (or daggers, as our opening quote would put
it) to lenders.
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1015
THEORY AND HYPOTHESES
The relationship between diversification and
capital structure
While debt financing has benefits for firms because
it helps shield some income from taxes and can
lower the firm’s overall cost of capital, it also poses
risks because failure to make periodic interest
and loan payments can lead to financial distress
and bankruptcy (Kochhar, 1996). Operating in
multiple markets helps firms to diversify risk
and smooth earnings volatility, thereby allowing
them to reap the potential benefits of carrying
more debt. Accordingly, research in economics
and strategy has shown that greater levels of
product diversification tend to lead to higher levels
of debt (Barton and Gordon, 1988; Kochhar and
Hitt, 1998; Lim et al., 2009; Lowe et al., 1994).
However, empirical evidence on international
diversification is more equivocal (Low and Chen,
2004). Although Chkir and Cosset (2001) did
find a positive relationship between international
diversification and leverage, other studies have
found a negative relationship (Burgman, 1996;
Chen et al., 1997; Lee and Kwok, 1988), and
others have even argued that debt capacity will
vary according to the riskiness of the countries
entered (Kwok and Reeb, 2000).
From a purely financial perspective, it is quite
reasonable that diversified cash flows should allow
most firms to carry more debt. Furthermore, if debt
has tax or cost of capital benefits or if most firms
simply follow some sort of pecking-order model of
capital structure (Myers and Majluf, 1984), then
diversification should positively influence debt
levels. We believe that one of the reasons for
the mixed empirical results may be the complex
relationship between diversification and capital
structure. While diversification should influence
capital structure, it is also endogenous in that it is
likely a function of other strategic or governance
variables that also influence capital structure.
Moreover, the relationship between the two is
likely to be reciprocal. While ex post (i.e., after
a firm has diversified) diversified cash flows help
support higher debt levels, ex ante (i.e., before
diversification) debt should constrain a firm’s
ability to diversify.
Frictions in capital markets increase the cost
of external capital relative to internally generated
funds, thereby inducing firms with insufficient
financial slack to sometimes forgo valuable invest-
ment opportunities (Myers and Majluf, 1984).
Hence, if a firm has high debt levels, managers
will have both less free cash flow to invest in
new markets and less leeway to borrow capital
to fund market expansion. Accordingly, following
prior research (Chatterjee and Wernerfelt, 1991;
Gibbs, 1993), we present a baseline hypothesis
that, ex ante, high levels of debt will constrain
a firm’s ability to diversify further.
Hypothesis 1 (baseline): Debt has a negative
impact on changes in diversification.
Although firms with high levels of debt will
generally be less inclined to increase diversifica-
tion, the influence of debt on diversification is not
deterministic, and at least some firms with mod-
est to high levels of debt will nonetheless expand
into new markets. The performance consequences
of such diversification initiatives, however, are
less clear. Jensen’s (1986) free cash flow the-
ory suggests that managers may attempt to ‘build
their empires’ by entering new markets if they
have discretion over ample free cash flows (Brush
et al., 2000), potentially at a cost to shareholders
(Kim et al., 2004). According to AT, high debt
levels should increase the returns to diversifica-
tion because debt reduces the free cash flows that
managers have discretion over, thereby curtailing
excessive growth that destroys value (Chatterjee
and Wernerfelt, 1991; Gibbs, 1993). Furthermore,
debt increases the incentives to keep performance
strong (Hoskisson et al., 1994; O’Brien and David,
2010), thereby compelling managers to only enter
new markets if the expected returns are promis-
ing. Yet, as we explain below, consideration of the
governance of strategic assets leads to divergent
predictions.
The resource-based view and diversification
Diversification into multiple product and geo-
graphic markets has been the focus of much
research in strategy and international business (Hitt
et al., 2006; Hoskisson and Hitt, 1990; Palich
et al., 2000). Firms can generate rents from the
intra-firm sharing of core resources (Barney, 1991;
Kim et al., 1993; Teece, 1982; Teece et al., 1997),
and hence expansion into new markets can provide
a firm with a variety of opportunities to reduce
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1016 J. P. O’Brien et al.
costs and increase revenues (Geringer et al., 2000;
Lu and Beamish, 2004). Market expansion can
also provide substantial opportunities to develop
new resources and capabilities, which can lead
to positive spillovers that can be applied in
subsequent diversification moves (Chang, 1995).
However, as noted by Penrose (1956), expan-
sion into new markets may be motivated not
just by attractive opportunities in the new mar-
ket but also by poor prospects in the firm’s
existing markets (Chang, 1992; Christensen and
Montgomery, 1981; Rumelt, 1974; Stimpert and
Duhaime, 1997). Despite the potential promise
of unrelated diversification for poor performers,
scholars since Rumelt (1974) have argued that
diversifiers should generally exhibit better perfor-
mance if they enter related markets (Bettis, 1981;
Datta et al., 1991) because the firm is more likely
to be able to leverage its core resources and capa-
bilities in related markets.
Although firms will generally perform better
when they expand into markets that are related
to existing operations, market relatedness is far
from deterministic and significant debate remains
over the importance of relatedness (Miller, 2006).
Implementation of the expansion move may be
just as important as market relatedness (Gary,
2005). Adaptation of some existing resources and
capabilities will be required in order for the firm to
succeed in the new market regardless of the level
of relatedness. While market relatedness may make
adaptation easier and hence raise the probability
of appropriate adaptation, high relatedness does
not guarantee, nor does low relatedness preclude,
success in the new market. Many forays into
highly related markets fail miserably, while firms
like Honeywell, GE, Tyco International, and the
Virgin Group (to name just a few) have repeatedly
successfully adapted their resources or capabilities
to new markets that appeared to have little in
common with existing operations. Below, we
argue that TCE yields valuable insights into how
managerial incentives can facilitate or encumber
successful adaptation to new markets and also
illuminates how capital structure is one of the
primary determinants of managerial incentives.
Adaptation and the dynamics of TCE
Although AT is the most commonly employed
theoretical framework for studying corporate
governance, TCE provides a highly comple-
mentary perspective (Lajili and Mahoney, 2006;
Williamson, 1988). Both AT and TCE focus on
the application of managerial discretion, and both
are concerned with incentives, contract structures,
and the monitoring role of the board of directors.
However, for AT the basic unit of analysis is the
individual agent, and as such the primary focus is
on ex ante incentive alignment to reduce residual
loss. In contrast, for TCE the unit of analysis
is the transaction, and the focal transaction in
corporate governance is the money invested in
the firm. Thus, in addition to ex ante incentive
alignment, TCE also considers ex post adaptation
to unfolding contingencies. Markets and hierar-
chies are two alternative forms of governance for
guiding adaptation, and the appropriateness of
each form is dependent upon how money invested
in the firm is put to use. Thus, while AT primarily
encompasses the use of incentives and monitoring
to induce managers to make appropriate decisions,
TCE more broadly considers how the nature of the
firm’s strategic investments create contingencies
that impact the appropriateness of alternative
governance structures.
TCE can serve as a valuable complement to
the RBV because it prescribes the optimal form
of governance given the type of resources and
capabilities in which the firm invests (Williamson,
1991b, 1999). Although there is a variant of TCE,
perhaps best exemplified by Klein, Crawford, and
Alchian (1978), that is relatively static and pri-
marily focused on rent-seeking, there also exists
another variant of the theory, best exemplified
by Williamson (1999), that is more dynamic and
focused on ‘adaptive, sequential decision-making’
(Gibbons, 2005). According to this latter vari-
ant, the governance choice matters not so much
because of current conditions (i.e., static transac-
tion cost economizing) but rather because trans-
acting parties are uncertain as to how conditions
will unfold in the future. Transaction costs encom-
pass all future expected costs and even opportunity
costs. Furthermore, the costs of maladaptation (i.e.,
failure to adapt as circumstances change over time)
may be the most severe of all transaction costs
(Williamson, 1991a). Hence the most critical dis-
tinction between alternative governance structures
pertains to the frameworks that they employ to
facilitate adaptation to unfolding contingencies.
The choice between market and hierarchical gov-
ernance is critical not so much because of static
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1017
transaction cost economizing but because they
offer polar opposite frameworks for guiding adap-
tation as conditions unfold (Williamson, 1999).
Williamson (1991a) clearly outlines the distinc-
tion between market and hierarchical governance
with regard to how they guide dispute resolu-
tion and adaptation as circumstances change over
time. Market governance relies on contracts and
rules to induce autonomous adaptation. Markets
employ high-powered incentives because failure
to adhere to the objective criteria outlined in the
contract can result in costly and obtrusive court
adjudication. While some simple courses of action
may be prescribed by the contract, most critical
organizational decisions are made autonomously
by the transacting parties, motivated by both the
need to remain compliant with the objective terms
of the contract and the need to secure new con-
tracts in the future. In contrast, hierarchical gover-
nance employs administrative discretion in order to
achieve directed adaptation. Incentives within hier-
archies are often muted relative to markets because
outside court intervention is eschewed and dis-
putes are instead resolved via the judicious temper-
ing of administrative fiat with forbearance. Rather
than allowing agents to make critical organiza-
tional decisions autonomously, subject only to the
constraint of complying with preexisting contracts,
administrative hierarchies invest more heavily in
monitoring both objective and subjective informa-
tion and subsequently use this information to direct
adaptation actively.
Management research has generally underap-
preciated not only the inherently dynamic nature
of TCE, but also the generality of the theory.
While TCE has most commonly been applied to
the question of whether a transaction should be
internalized or outsourced to a market firm, the
theory is actually a much more general theory
of governance (Williamson, 1985). According to
TCE, there are fundamentally two different ways
in which the managers of the firm may be dis-
ciplined: through the rigid high-powered incen-
tives of market governance or through the flexible
and forbearing monitoring and guidance of the
hierarchical governance wielded by the board of
directors. If appropriate, incentives are a first-best
solution because they involve lower monitoring
costs and, moreover, managers necessarily have
superior knowledge about the firm’s operations
and opportunities than the monitors. However, the
forbearance of hierarchical governance may be
preferred when performance objectives cannot be
prespecified and hence the performance of man-
agers must be evaluated flexibly and problems
worked out as they arise via the discretionary
assessment of subjective information by the board
of directors.
According to TCE, the best framework for guid-
ing adaptation will depend upon the context, and
hierarchical governance is best when investments
entail high degrees of either specificity or uncer-
tainty. First, in terms of specificity, firms will
perform best in new markets when they can lever-
age key strategic resources into those markets
(Delios and Beamish, 1999). To be strategic, a
resource must be imperfectly mobile and imper-
fectly imitable, and hence strategic resources are
almost necessarily firm specific (Chi, 1994). Fur-
thermore, superior performance will depend upon
making investments in learning about the new
market and then in adapting and tailoring these
resources to the new market. These investments
will generally be highly specific to that market.
Hierarchical governance is preferable when speci-
ficity is high because it can more effectively safe-
guard the continuity of the transaction than market
governance.
Second, leveraging the firm’s key strategic
resources into new domains is a process that is
fraught with uncertainty. The firm’s most valuable
capabilities will be those tacit and socially com-
plex capabilities that even the firm’s managers may
not fully understand (Barney, 1991). Although
they generally lead to high performance, managers
cannot be sure that they will be able to repli-
cate successfully such capabilities in a new con-
text. Additionally, managing expansion requires
the development and transfer of tacit knowledge
between operations to exploit synergies (Kogut and
Zander, 1993). Such knowledge involves hazards
that are difficult to motivate using high-powered
incentives. Hierarchical governance using monitor-
ing and administrative devices should do a better
job of motivating such knowledge sharing (Felin
et al., 2009; Foss, 2006; Nickerson and Zenger,
2004). Furthermore, strategies may also have to
be adapted after market entry. After entry, the
firm may realize that it would be optimal to con-
tract and outsource some activities or to expand
and encompass others. High-powered incentives
with prespecified performance targets will dis-
suade the type of experimentation with the firms’
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1018 J. P. O’Brien et al.
resources and capabilities that can help maxi-
mize the returns from the new endeavor. Hier-
archical governance is preferable when resources
involve ongoing and intentional adaptation over
time (Williamson, 1991a), and thus firms will reap
greater returns from diversification if managers are
subject to the flexibility and forbearance of hierar-
chical governance.
Financial structure: a primary determinant of
governance regimes
Most corporate governance research focuses on
considerations such as board composition and
ownership structure, commonly overlooking the
critical governance role played by the firm’s capi-
tal structure (Barton and Gordon, 1987). Select-
ing the firm’s capital structure is one of the
most important decisions made by senior man-
agers (Mizruchi and Stearns, 1994) as it signifi-
cantly influences the ability of managers to make
discretionary investments (Jensen, 1986; Stearns
and Mizruchi, 1993). TCE provides a useful lens
for furthering our understanding of the governance
implications of capital structure because it expli-
cates how capital structure determines the pri-
mary governance regime to which managers are
subjected.
The focal transaction in corporate governance
is the capital invested in the firm. Investors supply
capital to a firm in the form of either debt or equity,
which are really just alternative governance struc-
tures for safeguarding that capital (Williamson,
1988). Lenders safeguard their investment with
market governance: the rigid rules of the debt
contract. Debt subjects managers to high-powered
incentives because failure to adhere to the con-
tract can result in financial distress, bankruptcy,
and even organizational demise (Gilson, 1989),
outcomes that can erode the personal wealth of
managers and damage, if not ruin, their careers
(Sutton and Callahan, 1987). However, as long
as managers conform to the objective terms of
the debt contract, they are afforded the discretion
to decide autonomously (i.e., without input from
lenders) how best to adapt to unfolding contin-
gencies. Managers face strong incentives to adapt
appropriately not only to stay compliant with the
covenants of the debt contract, but also to ensure
that the debt can be repaid at the end of the
contract, or a new debt contract can be secured.
The suppliers of equity, in contrast, employ hier-
archical governance to safeguard their investment
(Williamson, 1988). Performance incentives for
managers are muted because the equity holders are
not promised any specific returns, the equity never
has to be repaid, and outside court intervention is
eschewed. Instead, equity holders exercise ultimate
discretion over managers via the board of directors,
which tempers administrative fiat with forbearance
in dealing with disputes or performance shortfalls.
Furthermore, the board invests heavily in gathering
both objective and subjective information, which
it uses to take an active role in guiding adaptation.
Of course, all firms have equity holders and
most firms have at least some debt. Whether man-
agers are primarily disciplined by market or hier-
archical governance depends on property rights.
Equity holders are residual claimants. When debt
levels are low, managers are primarily disciplined
by the hierarchical governance of the equity hold-
ers. Even if the board does not diligently monitor
managers, other mechanisms such as competition
(Fama, 1980) and the market for corporate control
(Manne, 1965) provide a measure of discipline.
Thus, managers must ultimately care about perfor-
mance, but will be relatively free to experiment
and adopt a medium- to long-term perspective.
However, lenders are priority claimants. As debt
levels rise, the pressing market demands of lenders
come to the forefront, overshadowing the hierar-
chical governance of equity holders and engender-
ing high-powered incentives (Jensen, 1986). Thus,
while factors such as board composition or own-
ership structure are important, their relevance is
diminished if managers are focused on the high-
powered, short-term incentives of debt. Likewise,
diligent monitoring by boards may be superfluous
or possibly even counterproductive if managerial
efforts are primarily focused on meeting the press-
ing market demands of lenders.
Our theory proposes that the hierarchical gov-
ernance of equity provides the most appropriate
form of governance for firms that are leveraging
their resources and capabilities into new markets.
The TCE logic lends itself to two types of tests
regarding such discriminating matches between the
situational circumstances and the form of gover-
nance. The first is that firms will tend to make
the efficient choice as long as the environment is
sufficiently competitive (Klein, 2005), and hence
the form of governance selected will depend upon
the characteristics of the investments being made.
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1019
In this regard, TCE would make the same pre-
diction as AT in terms of Hypothesis 1. How-
ever, TCE also lends itself to a second test that
predicts an interaction between the characteris-
tics of the investment, the governance choice, and
performance.
Interestingly, TCE suggests that if firms always
made the correct governance choice, there would
be no empirically detectable relationship between
governance and performance (Masten, 1993). Per-
formance in a competitive environment is always
relative, so if virtually every firm made the cor-
rect governance choice then doing so would confer
no competitive advantage and hence there would
be no empirical relationship between the gover-
nance choice and performance even though it may
be an important decision. However, due to both
mistakes and governance inseparabilities (Argyres
and Liebeskind, 1999), misfits between gover-
nance and the characteristics of the investment
do occur and should be associated with lower
performance due to higher costs and less effi-
cient adaptation. In our case, a firm’s existing
capital structure may not be optimal for market
expansion. If that firm expands into new mar-
kets, the high levels of debt and the ensuing
high-powered incentives may constrain the man-
agers’ ability to explore and capitalize on new
opportunities as they arise. Therefore, while a firm
may still be relatively successful in its expansion
efforts, on average it will realize lower returns, and
hence lower firm value, when managers are sub-
jected to market governance instead of hierarchical
governance.
Hypothesis 2: Debt negatively moderates the
relationship between increases in diversification
and firm value.
We contend that high levels of debt expose
managers to the pressures of market governance,
thereby attenuating the discretion and motiva-
tion that mangers have to experiment and adapt
when leveraging resources into a new mar-
ket. While financial and agency theories pre-
dict relationships between diversification and
debt, we are not aware of any other theories
that would readily predict the relationship pro-
posed in Hypothesis 2. According to AT, debt
should constrain excessive diversification (John-
son, 1996), thereby enhancing the performance
returns to diversification. In marked contrast,
a TCE perspective (augmented by the RBV)
emphasizes the ex post challenges of diversifica-
tion and argues that debt can be harmful when
firms leverage strategic resources into new mar-
kets because it inhibits discretion and adaptive
experimentation.
Debt and diversification: the good, the bad,
and the ugly
While our central argument is that debt will be
detrimental to firm value when firms expand into
new markets, both the RBV and TCE suggest
that the story is much more nuanced and that
this relationship may vary according to other
considerations. According to TCE, the detrimental
effects of the market governance of debt will
intensify as exchange hazards (i.e., asset specificity
and uncertainty) increase. We have previously
argued that virtually all market expansion efforts
will entail considerable uncertainty and some
degree of specific investments. However, the
RBV can help us understand how these exchange
hazards vary with firm strategy.
Numerous strategy scholars have argued
that pursuing an R&D-intensive strategy raises
exchange hazards for firms, and hence debt is
particularly bad for such firms (Balakrishnan
and Fox, 1993; David et al., 2008; Kochhar,
1996; O’Brien, 2003; Simerly and Li, 2000;
Vincente-Lorente, 2001). Although R&D cre-
ates valuable knowledge-based resources, those
resources are best used in conjunction with the
firm’s complimentary resources (Helfat, 1994)
and lose considerable value if redeployed else-
where (Kochhar and David, 1996). In addition
to being highly specific, investments in R&D
also tend to be characterized by distant and
highly uncertain payoffs (Hill and Snell, 1988).
Firms will generally attempt to leverage their
existing capabilities into new markets that they
enter. Thus, if a firm pursues an R&D-intensive
strategy, the investments it makes in entering a
new market will likely be knowledge intensive,
highly specific, entail considerably uncertain. The
market governance of debt is ill suited for such
investments because it impedes the development
and transfer of tacit knowledge between operations
and undermines both the motivation and ability
to experiment, adapt, and capitalize on emerging
opportunities. Thus, while our theory suggests
that debt is generally bad for diversifying firms,
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1020 J. P. O’Brien et al.
it is downright ‘ugly’ for R&D-intensive firms.
Accordingly, we propose:
Hypothesis 3: The detrimental effect of debt on
increases in diversification will be stronger for
R&D intensive firms.
The detrimental effects of debt on increases in
diversification should also vary with the type of
debt the firm utilizes. Thus far, our description
of debt has conformed to descriptions offered by
Williamson (1988) and Jensen (1986). While all
forms of debt do share certain critical characteris-
tics, there are important differences between bank
debt and bond debt (for a review see Boot, 2000).
In fact, the classical description of debt pertains
mainly to bond debt, whereas a bank may be more
likely to employ hierarchical governance. Bond
holders rely on the rigid rules of the debt con-
tract because they have no alternative. As bonds
are generally diffusely held, individual bondhold-
ers lack the incentive to monitor the firm, and it
is costlier for joint action by bondholders to rene-
gotiate debt contracts. In contrast, banks tend to
have more concentrated holdings, allowing them
to renegotiate debt contracts more easily if the
client firm encounters financial difficulties. Banks
also typically form a close relationship with their
clients, which allows them to gather more detailed
subjective information on the firm and often fur-
ther garners them a seat on the firm’s board
of directors (Kaplan and Minton, 1994). Finally,
banks may even use their influence to take an
active role in guiding adaptation. The close moni-
toring, ability to exercise administrative discretion
and to be forbearing in the face of performance
shortfalls makes the governance of bank debt more
akin to a hierarchy than a market (David et al.,
2008).
Prior research has noted that banks influence
diversification strategy (Ramaswamy et al., 2002).
We propose that the choice between bank debt
and bond debt should have significant performance
implications for firms expanding into new markets.
If the relationship between diversification and
capital structure was primarily about the cost
of capital, then we might expect bond debt to
yield marginally superior performance because it
generally entails a slightly lower interest rate (at
least for large firms) than bank debt. However, if
the governance exerted by bank debt is more akin
to hierarchical governance than it is to the market
governance of bonds, then bank debt should not
hinder the returns to changes in diversification as
severely as do bonds.
Hypothesis 4: Bond debt is more detrimental for
firms increasing diversification than bank debt.
While thus far we have focused on how capital
structure relates to increases in diversification, the
RBV suggests that debt may have very different
implications for firms that are either decreasing
diversification or simply managing a stable but
diversified portfolio of markets. Increases in both
product and geographic diversification will neces-
sitate that the firm make specific investments in
learning about the new market, possibly tailoring
their product or service to that market and contin-
uing to experiment and adapt after entry. Although
many of the investments made in entering a new
market may be market specific, and hence sunk,
some of the investments may be fungible enough
to be redeployed from an abandoned market back
into ongoing segments if the firm contracts (Anand
and Singh, 1997; Helfat and Eisenhardt, 2004).
Although market contraction could be thought of
as simply the ‘reverse’ of market expansion, the
RBV suggests that expansion and contraction are
very asymmetric processes.
As discussed earlier, entering new markets
entails significant uncertainty, and performance
will likely improve when managers are afforded
more freedom to react flexibly, experiment, and
potentially delay short-term payoffs in favor of
newly discovered greater long-term payoffs. While
hierarchical governance can potentially provide
such latitudes, the pressures of market governance
usurp such motivations. In contrast, redeploying
resources and capabilities back into mature oper-
ating segments is rather mechanistic in comparison
to leveraging them into new markets. As managers
are highly familiar with the existing markets, there
is significantly less uncertainty, much less need
to adapt and experiment, and the resources being
redeployed are more fungible (i.e., less specific).
Hence, the market governance of debt is not nearly
as consequential to market contraction as it is to
market expansion.
Hypothesis 5: Debt is more detrimental
to increases in diversification than it is to
decreases in diversification.
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1021
Similarly, debt may not necessarily be detri-
mental to diversified firms that have stopped
aggressively expanding and are focused on man-
aging a stable portfolio of businesses. As noted
earlier, debt has numerous potential benefits,
including managerial discipline (Jensen, 1986;
Williamson, 1988), tax benefits, and an overall
lower cost of capital (Barton and Gordon, 1987).
In fact, many diversified firms capitalize on
their diversified earnings streams and attempt to
reap these benefits by adopting more leverage in
their capital structure (Barton and Gordon, 1988;
Kim et al., 1993; Kochhar and Hitt, 1998; Lim
et al., 2009; Low and Chen, 2004; Lowe et al.,
1994). While our theory predicts that the market
governance of debt is detrimental to firms that are
actively leveraging their resources and capabilities
into new markets, it should be much less conse-
quential once the need for rapid experimentation
and adaptation abates. Indeed, the benefits of
debt may well outweigh the costs under such
circumstances. Thus, while we expect that debt
will generally be bad for firms expanding into
new markets, it will be ‘less bad’ and possibly
even ‘good’ for mature firms that are managing a
diversified but stable portfolio of markets.
Hypothesis 6: Debt is more detrimental to firm
value for firms that are increasing diversification
than it is for firms with a stable level of
diversification.
METHODS
Data sources and sample
To test our theory, we require a sample of
firms with detailed financial information that
distinguishes between bank debt and bond. While
such a distinction is not readily available for
U.S. firms, such information is available in the
Pacific-Basin Capital Markets (PACAP) Database
for Japanese firms. As we believe that our theory
should apply to both geographic and product
expansion, we combined the PACAP data with two
different data sources to produce measures of both
international and product diversification.
We constructed our sample by starting with
all firms listed in the PACAP Japan database
that had market value information available
from 1991 to 2001, the years for which
diversification information was available. As
small firms may be effectively locked out of the
foreign markets, we deleted 1081 observations for
firms that had book value of equity of less than
3 billion Yen (see Anderson and Makhija, 1999).
We also excluded firms in the highly regulated
financial, public utilities, and communications
sectors (443 observations). This left us with a
sample of 1986 firms and 16,363 observations.
We then merged this sample with all firms that
were listed in either of the annual publications
Japanese Overseas Investments (which was used
to compute international diversification) or the
Japan Company Handbook (which was used to
compute product diversification), producing a
sample of 11,759 firm/year observations. How-
ever, the information used to compute product
diversification (i.e., from the Japan Company
Handbook) was available for slightly fewer
firms, and occasional missing data items slightly
reduced the number of observations used in
models reported. Finally, data for the variable
R&D was not available in PACAP and was
imported from the NIKKEI NEEDS database.
Variables
Our dependent variable, performance, was mea-
sured using the firm’s market-to-book ratio. This
measure, which closely corresponds to Tobin’s Q
(Chung and Pruitt, 1994), is appropriate because
it incorporates both current performance and also
expectations of future cash flows. This measure is
calculated as the market value of the firm (MVF)
divided by total assets, where the MVF is com-
puted as the sum of the book value of debt and
the market value of equity. As performance was
highly skewed by large values, we transformed it
by taking the natural log. Likewise, the indepen-
dent variable bank debt represents the sum of all
bank loans divided by the MVF, and the variable
bond debt is the sum of all bonds and long-term
notes divided by the MVF. Leverage is total debt
(i.e., bank loans plus bond debt) divided by the
total MVF, and the variable R&D is the ratio of
the firm’s R&D expenditures to sales.
To measure the extent of a firm’s international
diversification, we collected data on Japanese
firms’ overseas subsidiaries from the publication
Japanese Overseas Investments. Then, following
Delios, Xu, and Beamish (2008), we calculated
an entropy-based measure of diversification based
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1022 J. P. O’Brien et al.
upon the concentration of the firms’ subsidiaries
across different geographic markets. Similarly, to
measure product diversification, we collected data
on each firm’s product-segment sales, classified
using three-digit SIC codes from the Japan Com-
pany Handbook (Delios and Beamish, 1999), then
computed diversification via the entropy mea-
sure (Palepu, 1985). Once we had measures of
product and international diversification, we then
computed measures of change in diversification.
However, change scores could reflect random vari-
ation instead of genuine change (Bergh and Fair-
bank, 2002), and in our case yearly fluctuations
in sales across segments could falsely indicate
changes in diversification. Thus, we first smoothed
the base time series measures of diversification
with a moving average function, and then com-
puted change scores for each measure. The vari-
able diversification is the year-to-year change for
each type of diversification, computed as differ-
ence between the focal year and the previous year.
Although correlation between a simple change
score and other independent variables can induce
problems (Bergh and Fairbank, 2002), Table 1
suggests that this is not a concern in our data.
We also created two directional additional mea-
sures of change in diversification. Following Greve
(2003), we employed a spline function whereby
diversification represents the positive values of
diversification with the negative values replaced
by zeros, while diversification is the negative
values of diversification with the positive values
replaced by zeros.
We controlled for a number of other factors
that might impact either diversification or perfor-
mance. Free cash flow is calculated as the ratio
of operating income less taxes, interest and div-
idends paid divided by total assets. The variable
fixed assets is defined as net fixed assets divided
by total assets. Cash is total cash and marketable
securities divided by total assets, and size is the
natural log of total firm assets. Volatility assesses
the instability of the firm’s earnings and is mea-
sured as the standard deviation of return on assets
over the previous five years, and firm growth is
the year-over-year change in firm sales. As own-
ership structure can strongly influence the strategic
decisions of Japanese firms (Ahmadjian and Rob-
bins, 2005; O’Brien and David, 2014), we also
controlled for the ownership structure of the firm
with the variables foreign ownership, which is
the total number of shares owned by foreigners
divided by total shares; financial ownership, which
is the total number of shares owned by banks and
insurance companies divided by total shares; and
corporate ownership, which is the total number of
shares owned by Japanese business corporations
(excluding financial institutions) divided by total
shares. Furthermore, since keiretsu (Japanese cor-
porate groupings where firms have close mutual
business and financial relationships) membership
can have important governance implications for
Japanese firms (Kim et al., 2004), we include the
dummy variable keiretsu, which equals one if the
firm is a member of a keiretsu and zero otherwise.
We also control for the square of our various debt
measures to account for potential nonlinear effects
of debt. In addition to the firm level control vari-
ables, we also included two industry level control
variables: industry performance, the median value
of the variable performance for all firms in each
industry; and industry growth, the year over year
growth rate in sales for the median firm in each
industry.
Analysis
Unobserved heterogeneity is a concern because
our data contains multiple observations per firm.
Furthermore, some of our independent variables
(most notably capital structure and diversification)
are potentially endogenous. To address these prob-
lems, we employ the Hausman-Taylor instrumental
variables (IV) regression model. This approach
offers two key benefits for analyzing our sam-
ple. First, similar to a fixed effects model, it
accounts for unobserved heterogeneity by allowing
for correlation between regressors and the individ-
ual (firm) effects. However, unlike a fixed-effects
model, it allows for the estimation of regressors
that are invariant over time within individuals (or
firms) (Greene, 2003). Second, it accounts for
endogeneity by using both the between and the
within variation of the exogenous variables as
instruments for the specified endogenous variables
(Baltagi, 2001).
Finally, it should be noted that when perfor-
mance is the dependent variable, we used con-
temporaneous measures for the independent vari-
ables because performance is measured on the last
day of the (fiscal) year and can adjust rapidly
to changes in expected future performance. How-
ever, when diversification is the dependent vari-
able, simultaneity is a greater concern because
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1023
Table 1. Descriptive statistics
Variable Mean St.Dev (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18)
(1) Performance 0.174 0.487
(2) Intl. diver. 0.007 0.042 0.07
(3) Prod. diver. 0.004 0.037 0.07 0.47
(4) Leverage 0.335 0.243 0.37 0.09 0.07
(5) Bond debt 0.101 0.111 0.03 0.02 0.00 0.26
(6) Bank debt 0.234 0.239 0.36 0.09 0.07 0.89 0.20
(7) Free cash 0.004 0.026 0.17 0.01 0.04 0.26 0.10 0.21
(8) Cash 0.103 0.085 0.17 0.03 0.04 0.33 0.04 0.31 0.11
(9) Size 11.80 1.252 0.18 0.09 0.08 0.12 0.27 0.01 0.05 0.06
(10) Fixed assets 0.255 0.133 0.05 0.01 0.00 0.11 0.09 0.07 0.01 0.28 0.06
(11) R&D 0.027 0.058 0.12 0.03 0.04 0.14 0.00 0.14 0.07 0.00 0.07 0.04
(12) Volatility 0.016 0.013 0.15 0.00 0.01 0.10 0.09 0.05 0.19 0.12 0.20 0.02 0.12
(13) Firm growth 0.011 0.108 0.18 0.05 0.05 0.20 0.03 0.19 0.35 0.02 0.04 0.02 0.08 0.09
(14) Frgn. owner. 0.077 0.088 0.35 0.03 0.04 0.32 0.01 0.32 0.20 0.10 0.37 0.09 0.18 0.06 0.11
(15) Fin. owner. 0.373 0.147 0.31 0.02 0.02 0.10 0.23 0.21 0.00 0.00 0.48 0.03 0.08 0.13 0.05 0.19
(16) Corp. owner. 0.273 0.168 0.20 0.07 0.07 0.07 0.12 0.13 0.05 0.04 0.29 0.09 0.16 0.02 0.01 0.39 0.66
(17) Keiretsu 0.159 0.366 0.09 0.04 0.03 0.14 0.18 0.06 0.03 0.18 0.47 0.07 0.06 0.10 0.02 0.14 0.27 0.19
(18) Ind. growth 0.008 0.050 0.10 0.04 0.03 0.09 0.00 0.10 0.16 0.01 0.03 0.01 0.10 0.06 0.49 0.05 0.02 0.00 0.02
(19) Ind. perform. 0.221 0.282 0.55 0.14 0.14 0.29 0.05 0.32 0.15 0.12 0.03 0.11 0.05 0.12 0.11 0.05 0.19 0.01 0.04 0.20
n=9602.
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1024 J. P. O’Brien et al.
Table 2. Instrumental variables regressions on international diversification
Model 1 Model 2 Model 3 Model 4 Model 5 Model 6 Model 7 Model 8
Diversification — — — — 0.17**
Diversification — 0.24** 0.64** 2.25** 0.47** 0.78** 0.65**
Diversification — — — — — — 0.86**
Diversification — — — — — — 0.20
Leverage 0.02** 1.74** 1.72** 2.30** 1.61** 1.87** 1.70**
Leverage2—1.78** 1.74** 2.20** 1.67** —1.73** 1.74**
Bond debt — — — — 0.36** ——
Bond debt2— ————0.42** ——
Bank debt — — — 1.40** ——
Bank debt2— ————1.51** ——
Free cash flow 0.02 1.87** 1.85** 1.13** 1.96** 1.84** 1.81** 1.84**
Cash 0.02*0.20** 0.19** 0.17 0.18** 0.13** 0.18** 0.20**
Size 0.00** 0.03** 0.03** 0.02 0.06** 0.03** 0.02** 0.03**
Fixed assets 0.00 0.11** 0.11** 0.27*0.09+0.07+0.10*0.11**
R&D 0.05** 0.32** 0.32** 0.15 0.09 0.31** 0.32** 0.32**
Volatility 0.07+2.13** 2.14** 2.31** 1.95** 2.35** 2.12** 2.13**
Firm growth 0.01 0.09** 0.09** 0.06 0.11** 0.09** 0.09** 0.09**
Foreign owner 0.01 1.82** 1.82** 1.69** 1.62** 1.80** 1.82** 1.82**
Financial owner 0.00 1.22** 1.22** 1.29** 1.13** 1.17** 1.23** 1.22**
Corporate owner 0.00 0.75** 0.75** 0.84** 0.66** 0.71** 0.74** 0.75**
Keiretsu 0.00 0.08*0.07*0.06 0.11** 0.08*0.07*0.07*
Indus. growth 0.00 0.16*0.16*0.29+0.08 0.16*0.16*0.16*
Indus. perform. 0.01+0.66** 0.66** 0.65** 0.66** 0.66** 0.67** 0.66**
Diver. ×leverage 1.31** 5.87** 0.98** 1.31**
Div. ×bond debt — — — — 2.58** ——
Div. ×bank debt — — — — 1.46** ——
Divers. ×leverage — — — — 0.28**
Div. ×leverage — — — — — 2.13**
Div. ×leverage — — — — — 0.13
Observations 10,441 11,455 11,455 1,887 9,568 11,455 11,455 11,455
Wald Chi-square 753.8** 17,586** 17,673** 1,980** 15,716** 17,249** 17,779** 17,711**
+p<0.10; *p<0.05; **p<0.01 (two-tailed).
the levels of debt and diversification might both
rise during the year if debt is used to fund
increases in diversification. Thus, for these mod-
els the independent variables were lagged one year
(e.g., diversification in year tis modeled as a func-
tion of capital structure on the last day of year t-1 ).
Descriptive statistics for our sample are given in
Table 1.
RESULTS
The results of our empirical analyses for inter-
national and product diversification are given
in Tables 2 and 3, respectively. All models in
these tables used the Hausman-Taylor IV regres-
sion models and treat our measures of leverage
and diversification (when used as an independent
variable) as endogenous. For all regressions, the
Sargan-Hansen overidentification test statistic was
insignificant, thus confirming two critical assump-
tions of IV regressions: that the instruments are
uncorrelated with the error term (i.e., they are
exogenous) and that they are correctly excluded
from the estimated equation. Model 1 in Tables 2
and 3 present the results of our analysis of the
determinants of changes in international and prod-
uct diversification, respectively. Interestingly, most
of the control variables have a weak effect, at best.
However, leverage does have a significant negative
effect on changes in both international (p<0.01)
and product diversification (p<0.05). Hence, we
find support for Hypothesis 1, and it would appear
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1025
Table 3. Instrumental variables regressions on product diversification
Model 1 Model 2 Model 3 Model 4 Model 5 Model 6 Model 7 Model 8
Diversification — — — — 0.04 —
Diversification — 0.16*0.75** 2.07** 0.62** 0.86** 0.75**
Diversification — — — — — — 0.91**
Diversification — — — — — — 0.45*
Leverage 0.01*1.80** 1.77** 2.62** 1.63** 1.84** 1.75**
Leverage2—1.83** 1.78** 2.55** 1.68** —1.77** 1.78**
Bond debt — — — — 0.41** ——
Bond debt2— ————0.33*——
Bank debt — — — 1.38** ——
Bank debt2— ————1.48** ——
Free cash flow 0.02 1.81** 1.78** 0.81** 1.93** 1.79** 1.78** 1.78**
Cash 0.02** 0.17** 0.17** 0.27** 0.15** 0.11*0.16** 0.16**
Size 0.00** 0.03** 0.03** 0.02 0.06** 0.03** 0.03** 0.03**
Fixed assets 0.00 0.10*0.10*0.20+0.09+0.06 0.10*0.11*
R&D 0.02 0.30** 0.31** 0.11 0.10 0.29** 0.31** 0.31**
Volatility 0.03 2.01** 1.99** 2.40** 1.82** 2.28** 1.98** 1.99**
Firm growth 0.01** 0.07** 0.07** 0.04 0.09** 0.07** 0.07** 0.07**
Foreign owner. 0.00 1.92** 1.93** 1.68** 1.74** 1.91** 1.93** 1.93**
Financial owner. 0.01*1.26** 1.27** 1.27** 1.17** 1.21** 1.27** 1.27**
Corporate owner. 0.01*0.80** 0.81** 0.85** 0.69** 0.77** 0.81** 0.81**
Keiretsu 0.00 0.08*0.08*0.09 0.12** 0.08*0.08*0.08*
Indus. growth 0.00 0.11 0.12+0.22 0.04 0.13+0.12+0.12+
Indus. perform. 0.01+0.66** 0.66** 0.57** 0.65** 0.66** 0.66** 0.66**
Diver. ×leverage 1.89** 6.12** 1.67** 1.89**
Div. ×bond debt — — — — 3.06** ——
Div. ×bank debt — — — — 1.85** ——
Divers. ×leverage — — — — 0.08+
Div. ×leverage — — — — — 2.43**
Div. ×leverage — — — — — 1.06*
Observations 8,850 9,602 9,602 1,713 7,889 9,602 9,602 9,602
Wald Chi-square 578.7** 14,309** 14,436** 1,942** 12,582** 13,954** 14,437** 14,446**
+p<0.10; *p<0.05; **p<0.01 (two-tailed).
that higher levels of debt do indeed generally con-
strain future changes in diversification.
Models 2 through 8 of Table 2 present the
results of our analysis of the impact of changes in
international diversification on firm value. Model
2 reveals that diversification has a positive
and significant main effect on performance and
leverage has a significant negative effect on
performance, although the significant coefficient
for the square term indicates that it is a nonlinear
effect. However, taking the first derivative of the
regression equation with respect to leverage and
solving for the inflection point reveals that the
relationship is monotonically negative within the
observed range of the variable leverage. Model 3
adds in the interaction between diversification
and leverage, which is found to be negative and
significant (p<0.01). This supports Hypothesis
2 and indicates that the market governance of
leverage reduces the benefits that firms accrue from
increases in diversification.
Models 4 and 5 test Hypothesis 3 by split-
ting the sample based on R&D intensity. Model
4 reports the results for the R&D-intensive sub-
sample (defined as R&D to sales ratio greater
than 5%) and model 5 reports the results for
the remaining firms. Although the interaction
between diversification and leverage is signif-
icant in both subsamples, it is almost six times
larger in Model 4. This difference between the
two coefficients is significant (p<0.01) and sup-
ports Hypothesis 3. Furthermore, consistent with
Hypothesis 4, model 6 shows that bond debt
impairs the benefits of increases in diversification
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1026 J. P. O’Brien et al.
significantly more than does bank debt (χ2=5.79,
p<0.05). Model 7 tests Hypothesis 5 by also
controlling for the absolute level of diversifica-
tion. In support of our hypothesis, the interac-
tion between diversification and leverage by
significantly more strongly negative (χ2=46.37,
p<0.01) than the interaction between diversifica-
tion and leverage. Interestingly, when controlling
for the effects of changes in diversification, the
interaction between the absolute level of diver-
sification and leverage is actually positive. This
suggests that debt can have benefits for diversi-
fied firms that have a stable level of diversifica-
tion. Finally, model 8 separates out the effects of
increases in diversification from decreases. Con-
sistent with Hypothesis 6, the significant negative
coefficient for the interaction between diversifi-
cation and leverage is significantly more strongly
negative (χ2=14.71, p<0.01) than the insignif-
icant interaction between diversification and
leverage.
Models 2 through 8 of Table 3 replicate the
results of models 2 through 8 of Table 2 using
product diversification instead of international
diversification. It is interesting to note that prod-
uct diversification also has a positive main effect
on performance. However, this should not be sur-
prising, as in Japan conglomerates tend to exist
at the keiretsu level but not at the firm level.
For example, in our data there are 18 different
firms (each a distinct legal entity with its own
stock, managers, and board) that are all mem-
bers of the Mitsubishi keiretsu. Furthermore, dur-
ing the time frame of our study, each of these
individual firms tended to use unconsolidated sub-
sidiaries for unrelated diversification that they
engaged in, while consolidating the results for
related diversification. Thus, our measure of prod-
uct diversification is largely a measure of related
diversification. Hence, our results (unsurprisingly)
reveal that more related diversification leads to
improved performance. In terms of the tests of
our hypotheses, the results for product diversifi-
cation are very similar to those of international
diversification.
The only noteworthy differences in Table 3
versus Table 2 are that the interactions between
the level of diversification and leverage is slightly
weaker and only marginally significant, and the
interaction between decreases in diversification
and leverage is significant and negative. However,
the results of all of our hypothesis tests are sub-
stantively equivalent. Hence, overall the results
provide strong support for our hypotheses. Finally,
we note that in unreported models, we also tried
interacting our measures of changes in diversifica-
tion with the square terms for our measures of debt
but found these interactions to be insignificant.
The benefits of matching governance structures
to the context are not only statistically significant
but also economically significant. By taking the
first derivative of the regression equation in model
8 of Table 2 with respect to the diversification,
we can compute the marginal effect that increases
in international diversification have on firm
performance at varying levels of debt. Doing so
reveals that as leverage rises from 0 to 0.50, the
slope of the relationship between diversification
and performance would fall from a healthy 0.86
toa0.21. Repeating this analysis for product
diversification shows that the slope would fall
from 0.91 to 0.31. Thus, debt not only influences
the magnitude of the benefits firms reap from
diversification, but can actually influence whether
those returns are generally positive or negative.
Discussion and Conclusions
We have argued that TCE can provide a useful
lens for understanding whether a firm will reap
benefits from leveraging its resources and capabil-
ities into new markets. Managers will generally be
unsure of their capabilities and the applicability of
the firm’s resources when their firm expands and
may well need to experiment and react flexibly
and quickly as conditions unfold. Under such con-
ditions, the rigid and unforgiving nature of market
governance, with its high-powered incentives, can
inhibit both the ability and the willingness of man-
agers to act quickly and to experiment in the new
domain. Thus, shielding managers from the rigors
of market governance can help ensure that firms
reap greater benefits from their expansion efforts.
We argue that TCE and the RBV are highly
complementary in explaining the success of
corporate strategies. Organizational capabilities
differ in the nature of hazards they pose and will
yield the highest returns when they are governed
by mechanisms that best facilitate adaptation as
contingencies evolve in the future. We explain
that the capabilities underlying successful diver-
sification require development and transfer in
order to exploit synergies and therefore involve
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
Capital Structure, Diversification, and TCE 1027
considerable hazards. Market governance utilizing
high-powered incentives is not conducive to
the ongoing adaptation needed for successful
implementation. Instead, hierarchical governance
mechanisms utilizing elaborate monitoring and
administrative mechanisms provide appropriate
safeguards for guiding the adaptation needed for
successful diversification.
The discretion to engage in experimentation
and capitalize on opportunities as they arise
facilitates successful diversification. We find that
debt, which constrains managerial discretion over
how resources can be deployed, reduces the
benefits that firms accrue from diversification.
However, we also find that this relationship needs
to be contextualized in several regards, as debt
is not always necessarily bad for diversified
firms. First, we find that the detrimental effects
of debt on increases in diversification will vary
with the firm’s strategy. Specifically, we find that
the negative consequences of debt are amplified
for R&D-intensive firms and relatively mild for
firms with a low R&D intensity. Second, we note
that debt is not homogeneous, and its effect on
diversification depends on the nature of debt. In
contrast to bond holders, banks tend to form closer
relationships, monitor their clients, and even take
an active role in guiding adaptation. Accordingly,
bank debt does not reduce the benefits of diversifi-
cation to the extent that bond debt does. Third, we
argue and find that the resource deployment and
redeployment that accompanies changes in diversi-
fication is an asymmetric process, such that debt is
much more harmful for increases in diversification
than it is for decreases in diversification.
Fourth, our theory suggests that the negative
aspects of debt are most pronounced during
market expansion and shortly after, when the firm
is still learning and experimenting. However, the
discipline provided by debt may be beneficial
to a diversified firm that is no longer entering
new markets and is focusing on improving the
efficiency of its operations. Accordingly, we find
that debt can potentially be beneficial to a diver-
sified firm that is not actively expanding into new
ones. We believe that this is an important finding
because most previous research examining the link
between capital structure and diversification has
focused on whether diversification allows firms
to carry more debt. Yet, as Low and Chen (2004)
point out, the evidence that product diversification
leads to higher debt levels is scant, and the
evidence that international diversification does so
is equivocal. By focusing not on how much debt
diversified firms can carry, but how much they
should carry, our research not only helps highlight
why the capital structure decision is so important,
but also may help explain the mixed results.
We built our theoretical arguments on general
theories of governance that, although they were
largely developed in the U.S., proved useful in
predicting diversification performance in Japan.
Despite this, the generalizability of our results is
worth further consideration and future empirical
examination. As our theories are general, our
results for the effects of capital structure on
changes in diversification should generalize to
any country or time where the institutional or
legal context allows lenders to exercise market
governance over their investments in the firm and
where performance in new markets is contingent
upon learning and adapting key resources and
capabilities to those markets. Hence, our theory
should generalize to any well-developed capitalist
economy where the board of directors has, at
least, a fiduciary duty to act in the best interests of
shareholders and where contract law and property
rights protections give lenders the power to force
a firm into bankruptcy. Furthermore, our results
regarding the differences between bond debt and
bank debt should generalize to any context where
firms can engage in ‘relational banking’, thereby
allowing banks to exercise a more hierarchical
form of governance over their investments in the
firm. Thus, our theory implies that debt will not be
as bad for increases in diversification in contexts
where banks are the dominant providers of cor-
porate debt (such as France and Germany) as it is
where bond debt is dominant (such as the U.S. and
the U.K.). However, even in the U.S., some large
corporations do rely heavily on bank debt (Stearns
and Mizruchi, 1993). Therefore, we believe that
our results should be broadly applicable.
While we do believe that our results should
generalize to other contexts, we do acknowledge
some limitations of our data. First, our sample
was limited to the years 1991–2001 because
the sources that were used to construct the
diversification measures changed the way they
report segment information in the early 2000s.
Hence, we would not be able to form consistent
time series, which is critical to constructing a
measure of change in diversification. However,
we are interested in uncovering theoretical truths
Copyright 2013 John Wiley & Sons, Ltd. Strat. Mgmt. J.,35: 1013– 1031 (2014)
DOI: 10.1002/smj
1028 J. P. O’Brien et al.
that apply across both countries and time, and we
have no reason to believe that the relationships we
investigated would be unique to the 1990s. Sec-
ond, endogeneity is always an important concern
in empirical studies like ours. While we believe
that the Hausman-Taylor IV regressions were well
suited for the nature of our data, they do handle
the instrumentation of endogenous variables in a
rather mechanistic manner. While only a controlled
experiment with random assignment (which is not
practical for topics such as this) can definitively
establish causality, more research employing a
diversity of samples and econometric approaches
would be helpful in corroborating our findings.
Finally, we suggest some potentially fruitful
avenues for extending our work. We argue that the
flexible and forbearing governance of the board
of directors is overshadowed by the market gov-
ernance of priority claimants when debt is high.
Perhaps the mixed results often found in corporate
governance research (Coles et al., 2001; Daily
et al., 2003) arise because the most commonly
studied variables in the corporate governance lit-
erature mainly pertain to hierarchical governance
and hence may be of little consequence when mar-
ket governance is high. When examining corporate
governance, the pressure exerted by owners (David
et al., 2001), the significance of the composition
of the board of directors (Dalton et al., 1998), or
the nuances of the CEO’s (generally generous) pay
package (Gomez-Mejia and Wiseman, 1997) may
pale in comparison to capital structure, for the ire
of shareholders is but a pillow in comparison to
the dagger wielded by lenders. Future research
should more closely scrutinize a firm’s capital
structure to identify when the board of directors
really matters (Beatty and Zajac, 1994).
ACKNOWLEDGEMENTS
We greatly benefited from the advice of Bob
Hoskisson (Associate Editor) and two reviewers.
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