Mergers and Acquisitions across European Borders: National Perspectives on Preacquisition Due Diligence and the Use of Professional Advisers.
A race for Global cross-border mergers and acquisitions (M&A) continues to drive transactions to new record-breaking highs in volumes and size of deal. In the first six months of 2000, the value of worldwide deals rose to $ 643 bn, an increase of 60% over the first six months of 1999, and the number of deals transacted rose 20% to 3,310 (KPMG, 2000).  Taking a five year view, the first six months of 2000 represent over a five fold increase in value, which is largely the result of marked increases in the size of deals recorded.  Indeed one of the main features of this recent sustained wave of activity is the rise of the 'mega-merger' with new behemoths being formed in many industry sectors, such as AOL/Time Warner ($399 bn) in infotainment, Exxon/Mobil ($86 bn) in oil, Travelers/Citigroup ($73 bn) in financial services. Also of note is that many mega-mergers are cross-border deals such as Vodaphone/Mannesman ($186 bn) in telecommunications, Daimler/Chrylser ($ 40 bn) in the automotive industry, Deutsche Bank/Bankers Trust ($10.1 bn) in financial services.
The vast bulk of global cross-border activity is by Western Europeans who, in the first six months of 2000, accounted for 76% of total purchases amounting to $492 bn. This represents a 85% increase in value over the first six months of 1999, although the total number of deals has remained relatively constant. The influence of mega-deals is clear with Vodaphone/Mannesman on its own, accounting for nearly 38% of total European value.
Hand-in-glove with the boom in M&A activity is a multibillion dollar business in due diligence. The increase in the total number of transactions together with the growing popularity of value-based bidding for the larger deals, has enabled due diligence fees to soar with the meteoric rise in M&A values. However, among the many due diligence successes are spectacular failures of missed critical liabilities. British and Commonwealth's [pound]408m acquisition of Atlantic Computers resulted in the acquirer going into administration as the acquisition was riddled with liabilities. In the U.S., the fiery descent of Cendant Corporation also resulted from inadequate attention to predeal issues. Created in 1997 through the merger of CUC and HFS, this $14 bn corporation's stock market value plunged on revelation of accounting problems in CUC before the merger. This woeful tail is amply echoed in the recent merger between La Salle Partners and Jones Lang Wootton that created the world's largest property firm. The shares in the combined group plunged 65% just eight months into the merger as the group was forced to issue a profits warning because of an earlier acquisition in the U.S. by La Salle Partners.
Due diligence plays a critical role in M&A and yet is assumed to be objective and neutral in approach. However, where M&A is across borders, this assumption may not be well founded. Different national cultures may give rise to variations in the expectations that acquirers and merger partners have of the value and role of due diligence. However, if both sides assume that their due diligence is 'objective and neutral' there may be room for many mistaken assumptions.
This paper seeks to examine national perspectives on due diligence and the use of professional advisers. With high volumes of cross-border M&A taking place in Western Europe, we focused upon the most active acquiring nations in this region and carried out a substantial survey of 142 top executives in leading European companies. This paper reports the findings of this exploratory work and compares and contrasts responses in the light of national cultural differences to see whether such cultural factors have an influence on the preacquisition process.
WHY THE RACE?
Ralph Fiennes is a well-known English explorer who relishes conquering hostile environments and pushing the boundaries of discovery. His is an extraordinary story of heroic perseverance and courage, especially in the light of failures and the loss of a number of bodily appendages through frostbite. His espoused public purpose is to be the first to discover new lands and, in common with most illustrious explorers in the past, this is linked specifically with the promise of tremendous rewards for the sponsors. However, explorers' tails of untold wealth, peoples for religious conversion and publicity are really mechanisms for the raising of funds and support. This enables the explorer to temporarily assuage his insatiable appetite for the act of exploring and enhances his personal reputation. In this race there is no end, as it is a continuous cycle of acting and planning to act.
There are clear links with M&A: motives interact and are complex rather than singular and yet, publicly, they are aimed at achieving the rational outcomes of improved performance and increased shareholder value. Despite this tangled knot the business press and investors alike, have an appetite for, and tend to concentrate upon, the publicly stated rational motives. For European cross border deals, the motives of establishing a presence in a new geographic area, gaining critical size to improve bargaining power along the value chain, economies of scale, acquiring technology and know-how, are commonly cited. At the top of the list in most surveys are building market share and strengthening business in Europe (Jansson, Kirk--Smith, Wightman, 1994; Angwin & Savill, 1997). This is largely a process of industry consolidation, which has been facilitated by the removal or reduction in barriers from European Union reforms. The substantial volumes of European cross-border deals show the clear intention to build pan-Eu ropean presence and achieve economic scale advantages to successfully meet challengers from the rest of the triad (Calori & Lubatkin, 1994).
The eagerness of companies to engage in cross-border M&A activity varies however, and is influenced by exposure to different capital markets. It is well known that some capital markets are far more demanding in terms of accountability and performance than others are, and these can act as a spur to M&A activity to sustain corporate ratings. Capital markets also vary in the ease and speed with which companies can raise substantial volumes of capital quickly and the level of costs incurred. The range of mechanisms available or allowed also influences companies' ability to embark on bigger M&A deals. For this reason there are clear attractions for companies in more restricted capital markets to list in the larger more sophisticated markets and yet, as we shall argue later, this is not without some cultural and social cost.
HOW TO ACQUIRE?
As the world waits for no-one, locating and assessing a target will always be on a continuum between pure opportunism and meticulous stalking, and in this process, advisors such as investment banks, consultants, accounting firms, and boutiques can play a very significant role in helping to shape strategy, find targets and advise on mounting a bid. Although the most often cited reasons for cross-border acquisitions are mentioned above, the reality is that there are often a multitude of often overlapping rationales espoused in support of making acquisitions. However, it is critical to the success of an acquisition that these rationales are not just polemic but contain a clear strategic purpose, not only for the benefit of investors and markets, but also internally for employee coherence and morale. This helps reduce the corrosiveness of uncertainty and can give improved focus upon perceived critical issues.
Once the acquirer has a target company in its sights, there is undoubtedly a thrill in the chase. However this should not blind the acquirer to the importance of achieving a clear appreciation of the target company and the environment in which it is located. Central to this appraisal is the due diligence process.
Due diligence is intended to be an objective, independent examination of the acquisition target. In particular, it focuses upon financials, tax matters, asset valuation, operations, in the valuation of a business, and providing assurances to the lenders and advisors in the transaction as well as the acquirer's management team.
In the Anglo American system, due diligence as a first priority, generally concentrates upon an objective examination of the target company's financial stability and adequacy of its cash flow, its products and services, the way that the company makes and loses money, the future market, it's competitive position, and management's ability to meet strategic objectives. Due diligence should be a comprehensive analysis of the target company's business--its strengths and weaknesses--its strategic and competitive position within its industry (Kissin & Herrera, 1990).
The sorts of areas that would be examined are the target company's
* Industry and how it is affected by macroeconomic factors,
* Competitive environment in terms of how it competes against current and potential competitors,
* History and development,
* Business in terms of products and services and their position in the market,
* Management and personnel quality and capabilities,
* Financial performance over time
* Asset values
* Accounts and accounting policies
* Information systems
The purpose of such investigation is to give confidence to the acquirer and their advisors and lenders that they fully understand the value and risks associated with the target company. This also gives confidence in setting negotiation parameters.
Effective due diligence should uncover issues which might de-rail negotiations or may lead to the failure of the acquisition during the postacquisition integration phase. The sorts of issues which may be uncovered include pending litigation, inaccurate inventory assessment, puffed up financial accounts, weak cash flows, poor financial controls, tax contingencies, unrealisable investments, need for significant future investment, related party transactions and unethical practices. The target company management may also lack vital capabilities and be dependent upon critical factors outside of their control. These sorts of issues may compromise the apparent competitive strength of such a business and the viability of its long-term strategic position.
In a European cross-border context, additional factors assume importance for due diligence. Acquiring across-border is generally perceived to be more risky than acquiring a domestic firm as generic problems of acquisition can be compounded by national cultures, language differences, political influence, and regulatory hurdles (Angwin & Savill, 1997). These differences make it vital for the acquirer to also assess critically the implications for firms operating in other countries and business environments. Cross-border transactions require specific attention to:
1. The raising of funds in one market for investment in another country
2. Exchange rates that may change on the value of the assets
3. The foreign government's potential trade exchange problems in terms of remitting capital, dividends, interest, fees, royalties
4. Complexities of assessing economic and political framework in the host country
5. Danger of expropriation of assets by a foreign government
6. Management of businesses which are a long way from home
7. Tax complications in terms of managing the tension between local and group tax efficiencies
8. Assessing different national accounting standards
9. Exchange control regulations
10. Language, customs and communications
11. Legal obstacles
12. Where to raise funding
13. Debt/equity ratios that may be imposed by governments (Kissin & Herrera, 1990).
Although due diligence practitioners aspire to produce a perfect synopsis of the target company's condition, the reality is one of time and cost constraints. It is rare to investigate all issues in depth and substantial reliance is placed upon warranties, guarantees, escrow arrangements and various other forms of deferred payments to guard against uncertainties. This also means that choices and judgments need to be made about which issues are critical and need to be pursued. As due diligence practitioners attempt to give 'value for money by tailoring their enquires to their clients concerns as far as possible, the due diligence report can begin to lose objective balance which an advisor may bring, in preference for the particular interests of the acquirer.
A 'perfect synopsis' also suggests that there is only one way of appraising a business. Although the aim of due diligence is to provide an objective assessment of the target firm, this idea of objectivity is rooted in the philosophy of the professionals towards the scope, nature and timing of the work. Whereas for domestic acquisitions, there is a level playing field in so far as businesses conform to the same regulations and cultural norms, differing perspectives are likely to become important in cross-border acquisitions where transactions may take place between quite different business systems and national cultures. Under such circumstances, it is likely that businesses and their advisors from one national culture will place emphasis on different aspects and their handling of the preacquisition phase to companies in the target country. Values that may appear objective to one business system may not have the same importance in another national system. These differences may well affect the choices that busi nesses from different national cultures might make in terms of:
1. The types of advisors they would use in the preacquisition period
2. The value they perceive in due diligence
3. The type of due diligence work they would have undertaken
Before we turn to these issues, we need to examine the differential influences of national culture on business.
THE INFLUENCE OF NATIONAL CULTURE ON MANAGEMENT
Increasing globalization of markets and control poses a central question for cross-border acquisitions. Does nationality still matter? Many believe it does, as Porter (1990) in his study on the competitive advantage of nations says, 'it is tempting to conclude that the nation has lost its role in the international success of firms. Companies at first glance, seem to have transcended countries. Yet what I have learned in this study contradicts this conclusion'. Hofstede (1993) believes that the spread of businesses onto the global stage brings the issue of national and regional differences to the fore. 'There is something in all countries called "management," but its meaning differs to a larger or smaller extent from one country to another' (Hofstede, 1993). Quoting Blaise Pascal's aphorism 'there are truths on this side of the Pyrenees which are falsehoods on the other', Hofstede (1996), in reference to the U.S., remarks, 'for Pyrenees, why not fill in 'Atlantic'?', and we might add for European countries 'an y national boundary'.
Management is embedded in a wider societal setting, and is heavily influenced by local historical and cultural norms--indeed there are significant social pressures to conform to local forms of rationality (DiMaggio & Powell, 1983). As Whittington (1993: 31) observes, business strategies may be the product of very particular historical and social circumstances. For instance, where strategies are concerned with profit maximizing outcomes and deliberate processes, a 'Classical' approach generally associated with Anglo American culture, strategy embodies respect for profit, values technical procedures and regards the free market as an article of faith. Any business leader who repudiates these standards risks losing credibility in the face of auditors, customers, financial markets and governmental regulators, all of whom can influence success.
Different capital structures and disparities in the cost of capital affect the strategic horizons of businesses and the areas emphasized by top management in strategic decision-making. In countries where the relationship between a business and its shareholders is diffuse, and where shareholders are easily influenced by promises of increased returns, the business will be forced to focus upon maximizing return on investment and share price performance. In other countries where there is highly inter-linked shareholding and close interventionist relationships, longer run strategies of innovation and market penetration are more likely.
There is considerable empirical support to show that top management decisions are affected by national culture. In studies of MNCs, nationality has a strong effect upon the type of managerial controls exercised over foreign subsidiaries (Eglehoff, 1984). Nationality affects MNC's decision on ownership preferences for subsidiaries when they acquire abroad (Erramilli, 1995). In a study of 75 international acquisitions in Europe, by firms from the U.K., France and U.S.A., Calori, Lubatkin, and Very (1994) examined the use of control mechanisms postacquisition to show that firms are influenced by their national administrative heritage.
Managers in different countries have differing perceptions of the external environment because they possess different cultural values. Management efforts are likely to reflect the extent to which the environment is perceived as uncertain and how far business can control it (Schneider & De Meyer, 1991).
Strategic decision and actions may be influenced for instance, by differences in perceptions of opportunism and trust in other societies. In terms of whether a company should engage in foreign direct investment or licensing, the former is more likely where there is perceived to be low trust and high opportunism, and the latter where there is high trust and low opportunism (Shane, 1994). Such cultural differences are also apparent in negotiations between businesses as people will have different perceptions of the bargaining situation (Tse, Francis, & Wall, 1994).
This is not to say that there are not significant differences within national boundaries. Locals are all too aware of such regional variations which, close up, may appear to eclipse a national character. This has led to a number of popular enquires into identifying a national type. For instance, Zeldin's (1983) detailed review of 'The French' opens by asking, provocatively, 'why it is hard to meet an average Frenchman?' He then proceeds to analyze them from the wide variety of perspectives of regional accents, humor, eating styles, physique, illness and prayer to name just a few (c.f., Paxman, 1998, The English). Management characteristics are affected by local regional geographies as well as the size of business and industry type, but among Europe's rich tapestry of diverse cultures there are discernible differences in management styles at the national level.
EUROPEAN NATIONAL DIFFERENCES
In the largest study of its kind, spanning 66 countries and 88,000 subjects, Hofstede (1980) empirically tested differences between national cultures and found that there are four major independent dimensions, which help to explain differences in national business culture. These are Power Distance, Individualism, Masculinity and Uncertainty Avoidance. In later work, primarily focusing upon Far Eastern cultures, a fifth dimension of Long Termism was identified. Each of these dimensions can be characterized as follows:
1. Power distance assesses the degree of inequality among people. A high score on this dimension represents a belief in well-defined order and is reflected in organizations with formal, hierarchical structures. A low power distance score reflects greater egalitarianism among people and more organic organizational design.
2. Individualism assesses the extent to which employees work as individuals. A high score reflects a society that emphasizes the role of the individual over the group whereas a low score shows the individual being subservient to the collective good of the organization.
3. Masculinity measures the extent to which tough masculine values such as assertiveness, performance, success and competition prevail over tender values such as quality of life, maintaining warm personal relationships, service, care for the weak and solidarity. A high score represents greater masculine values and a low score more feminine values.
4. Uncertainty avoidance assesses the degree to which structured situations, where rules can be written down, are preferred over unstructured ones. A high uncertainty avoidance score represents a risk averseness and a predilection for planning. A low uncertainty score reflects a willingness to tolerate ambiguity and risk, and organizations where flexibility and change are the norm.
5. Long term versus short term reflects an attitude to time horizons. A high long termism score suggests an orientation towards the future with preference for persistence and savings, whereas a low long termism score emphasizes the past and present.
The following table gives scores  for each of the six countries in our study along Hofstede's five dimensions (Table 1).
From these five dimensions we can characterize national business cultures in the following way.
The Germans show quite high levels of Uncertainty avoidance and Masculinity, moderate levels of Individualism and low Power Distance. High levels of uncertainty avoidance may be seen in the ordered and orderly nature of German society, where the (Rechsstaat) rule of law is constantly emphasized and there are regulations and decrees governing most aspects of life (Randlesome, 1991). Within businesses high uncertainty avoidance is manifest in their apparent emphasis upon formal rules, clear-cut procedures, plans and big reports. To the outsider they manage 'uncertainty through an emphasis on planning and orderliness' (Hickson & Pugh, 1995: 7). Indeed native German management theories concentrate on formal systems.
The high score for masculinity reflects assertiveness, performance, competition. There is substantial emphasis upon vocational training that many see as a cornerstone of Germany's economic success. The emphasis of the system is to produce functional specialist rather than generalists, characteristic of Anglo American MBA program. This technical emphasis corresponds with a focus on R&D, product quality and innovation, rather than competing through market mechanisms of price.
German workers generally do not expect managers to motivate them, and this is reflected in a low power distance score. They expect to have tasks assigned and then to be expert in resolving them. This is echoed in average individualism with employees' overriding attribute being loyalty to the company and looking for security. The German firm is therefore characterized by quite strong collectivity with employees preferring group participation and collective action in contrast to Anglo American individualism (Hampden--Turner & Trompenaars, 1993). This factor has been blamed for German's showing a lack of entrepreneurship in MBOs (Randlesome, 1991). In German society, the social standing of the manager is valued more highly than the entrepreneur is.
There is a long established tradition of industrial democracy through powerful workers' councils that is reinforced by a system of worker codetermination on supervisory boards. The boundaries between managers and technical specialists are therefore much less well defined than in the Anglo American firm and this lends itself to flatter organizational structures.
The Germans past experiences with hyperinflation in 1922 where the exchange rate against the U.S. dollar rose from 350 marks to 4.2 bn marks in 18 months, has given them a lasting distrust of the money motive. Unlike the Anglo American system that sees profit as the only real goal of a company, the Germans together with the Swedes are the strongest advocates for submerging the money motive within the organizational context. For the Germans, value is best sought-after in goods carefully manufactured and made to last and this is reflected in their preference for manufacturing, engineering, and machinery industries. Together with their liking for holistic and orderly systems, a Gestalt philosophy where one comprehends by first grasping the whole and then discovering the function of the various parts within the whole, Germans tend to perceive more complex and qualified goals than just the profit motive (Hampden-Turner & Trompenaars, 1993). As a consequence, German managers typically downplay financial calculatio ns, asserting they are in business not banking, and prefer flexible payback techniques to elaborate discounted cash flow forecasts. Indeed Carr et al. (1991) quote one German chief executive who deliberately extended required payback periods in risky projects to allow for experimentation and learning, when financial logic would suggest a shortening of the period and an additional risk premium (Whittington, 1993:69). This longer-term approach is helped by the influence of the banks as large stakeholders. As these banks would face significant tax liabilities in selling such stakes, shares in German businesses are less liquid than for businesses in other markets, which helps to remove some short-term pressures. This also allows traditional German values of investment in vocational education and R&D to be reinforced. However, recent hostile takeovers and changes in stock exchanges may be heralding significant increases in market pressures, which may well affect German business strategic horizons.
French national culture is often presented as something of a paradox with the acceptance of elitist hierarchical institutions and long standing traditions together with a tendency towards individual expression and rebellion against authority. This paradox is brought out in Hofstede's (1980) cultural analysis.
The French show a high level of Power Distance and Uncertainty avoidance as well as high levels of individualism. The first two characteristics reflect the high centralization in French organizations, which are often characterized as hierarchical, bureaucratic and legalistic.
The French have the highest Power-Distance rating of any European nation. This reflects the top heaviness of French companies with 'top-down' management styles and a top management (le patronal) that sees itself as qualitatively different from the cadres, or middle management, below, although the latter itself carries prestige and is a legally recognized rank (Szarka, 1992). The Patronat encapsulates a command structure with clear throwbacks to the aristocratic role of the defense of the realm. Corporate decision-making perspective is concentrated at the top of the company hierarchy and through personal leadership rather than long range planning (Lane, 1989). The autocratic tendencies of French management are a function of elitism from the grandes ecoles, where there is a steep pyramid in rankings both in terms of the students and the order of other educational institutions. This 'steep pyramid' is reflected in management with elitism, centralization of authority, autocratic power structures and hierarchical controls (Szarka, 1992). The French tendency towards hierarchical controls is shown by plants often having five layers compared to Germany's three (Hofstede, 1980).
In terms of Uncertainty Avoidance, the French are the most conservative of our countries, with many written codes, and they search for security, for absolute truths and appeal to higher authorities. This can be seen in a system of law that seeks to approximate to a universally valid system. Competitive values are not espoused since competition involves unpredictable outcomes. In business terms, it is noticeable how the French have used protectionism as a defense against foreign competitors, as well as corporatism and collusion to avoid uncertainty in business dealings (Szarka, 1992). The strongly centralized, highly bureaucratic pyramid structure for organizations is also a mechanism in uncertainty reduction and employees appear to like a clear-cut line of authority. French managers have always reacted strongly to the notion of two different bosses and matrix organization has never become as popular in France as in the U.S. (Hofstede, 1993).
The paradox with the French is that, despite the great power distance, the French also have a high individualistic score. This may reflect that the French tend not to adhere to rules as closely as they might, and this perhaps tempers the doctrinaire formality of their organizations. Hofstede (1980) characterizes them as 'dependent individualists'. The emphasis on initiative and the leadership ideal are clearly important where authority figures are held in such esteem. In addition, whether rules and regulations are followed depends upon 'la logique de l'honneur' (d'Iribarne, 1989), whether they conform to an individual's occupational code of ethics.
The low masculinity score suggests that personal relations, co-operative behavior and security are important features at work, and this would re-enforce and be re-enforced by the logique de l'honneur'. This important component suggests that there is a considerable gap between official, explicit rules and the unofficial, implicit rules that develop through custom and precedent, and explains why French mangers believe that authority is a social concept and organizational structures are fuzzy in nature allowing substantial 'political' behavior (Laurent, 1985: 46).
However, at the top of the company, the patron, with his grande ecole training in mathematics and abstract reasoning, generally works from a priori principles, involving neat demarcations and dichotomies, rather than working with the muddy work of practice. Using logic to find a universal answer, it is a short step to say that only the patron can find the 'sole' answer and so there is no room for negotiation. Within the steep pyramid directed by le Patronate, supple political accommodations serve to humanize and give flexibility to the organization.
The French appear to be average in long termism among our countries that suggests a certain insulation from financial market pressures. This allows a more strategic rather than short termist approach to acquisitions and perhaps this echoes the attitudes of the great generals and marshals (Barsoux & Lawrence, 1990).
The Dutch score highly on Individualism, moderately on uncertainty avoidance, and are very feminine in nature. They are also more long term in orientation than most of our European countries.
In terms of individualism, the Dutch attach importance to an individuals quality of life and this so called 'polder model' has been resilient to influences of international business and of European integration (Hofstede, 1999). This individualism is also reflected in the importance the Dutch attach to the freedom to adopt their own approach to a job.
And to the Dutch, an individual's knowledge justifies their authority at work so that they would make the most knowledgeable person the head of a task force. Interestingly the Dutch value an individual's deeds above words, and specific acts of assistance more than expressions of emotion or friendship. This encourages their highly analytical thinking and a separation of negative judgments about things they dislike from the people 'I think you are an idiot, but don't take it personally'. This valuing of an individual's contribution may reflect their unique history in their precarious man-made ecosystem, where everyone must play his part--one is reminded of the famous Dutch tale of the boy with his finger in the dyke (Trompenaars & Hampden--Turner, 1993: 275).
High individualism in conjunction with a low power-distance score, leads employees to expect to be consulted by their boss in their decisions, to be able to contribute to the success of an organization, and fully use their skills and abilities helping others. Indeed, for Hampden--Turner & Trompenaars (1993) the readiness to speak out and speak plainly is the defining characteristic of the Dutch. For the Dutch to speak plainly is a matter of respect, even affection although to other cultures it can appear rude. This individualism leads to modest rather than assertive management, although there are also time-consuming ritual consultations to maintain the appearance of consensus (Hofstede, 1993). Management then is less based on orders and more on consensus and relationships revolving around compromise rather than contract. They are more egalitarian and less hierarchical than any other culture in that survey and this is reflected in the flattest of organizational pyramids. The role of authority is not to exerci se power over people but to make sure functions are properly organized to achieve the agreed upon purposes of the business (Trompenaar & Hampden -- Turner, 1993: 271). Maybe for this reason Dutch management is a byword for decentralization where the typical management form is the multinational.
The Dutch scored moderately highly on uncertainty avoidance, which implies a certain need for structure and absolute truths. Most Dutch corporations are engineering based and there is a prestige in knowledge being applied to commerce. This may help to reinforce a preference for a highly analytical approach to business.
The feminine nature of Dutch business culture is reflected in the need for consensus among all parties. This is not predetermined by contractual relationship or class distinction, but based on open-ended exchange of views and a balancing of interests (Hofstede, 1993). The notion of compromise may stem from historical origins as the Republic was borne out of revolt against Spanish overlords and to survive, they had to cooperate across religious and ideological lines (Hofstede, 1999). Maintaining this tricky balance may be reflected today in the Dutch as avid negotiators, eager and skilled at speaking with other people's languages. The cultural depth of compromise can be witnessed in the way Dutch parents teach children to share chocolate bars. One child divides the chocolate, but it is the other child, which chooses which part to take.
Sweden is characterized by Hofstede as having, low power distance and average individualism, the lowest uncertainty avoidance, the most feminine culture in Europe and the most long-term perspective.
A strong feature of Swedish society is the low differentiation between individuals, groups, classes and sexes and a widespread feeling that this lack of differentiation is right. Breadth seems to characterize business with Swedish leaders exhibiting extremely broad interests and education, and businesses that strongly interface with society, being perceived as making a vital contribution to the community and national interests.
Low differentiation among Swedes is reflected in low power distance which allows participation and interaction to the extent that 'when the Government decided not to open a chain of government off-licenses on a Saturday morning, many telephoned the relevant cabinet to voice their views' (Lawrence & Spybey, 1986). For the Swedes then, there is little reluctance to by-pass a hierarchy. Indeed there is no desire to shelter within a group. Groupthink is conspicuously absent (Trompenaars & Hampden--Turner, 1993: 246). Low power distance is also reflected in a cult of competence where legitimate and expert power are recognized rather than status. Swedish managers head the league of national economies in willingness to delegate authority. This leads to a very flat organizational hierarchy where information necessary for improving the work process is widely distributed throughout the group.
Sweden has the lowest uncertainty avoidance score and it is interesting to note that this correlates with also having the lowest levels of anxiety (Hofstede, 1984). Swedish businesses are less rule bound than other European countries and activities are less structured. Managers participate more fully in strategy and there is a strong collectivity of beliefs. This need for consensus is an important indicator of the feminine nature of Swedish business and reconciling many scattered opinions may require considerable tolerance for uncertainty.
The feminine nature of Sweden may be seen in its tradition of neutrality in world affairs, paralleled by a certain avoidance of conflict and nonaggressive peaceableness at home. Patience, restraint, moderation, emotional control are Swedish virtues. Problems should be solved by discussion leading to compromise. Group values are promoted and these naturally find corporate expression. For foreigners however it is often difficult to discern that a decision has ever been made, although the Swedes appear to know that is has. The Swedes rely far less than Americans on formal assessment and evaluation instruments preferring to rely far more on good relationships within the group and an (almost invisible to the outsider) agreement that lagom (an important quality in Swedish culture--a search for the mean between individual and society) has been achieved. It is through the group that individuals express their citizenship. Such egalitarianism and ease of communication between manager and worker are distinctive of Swed ish business culture.
The Swedes excel in the long-term view and are more oriented in this way than the other countries in this study. This is shown by Sweden historically staying with her founding industries--you do not easily abandon loss-making industries if they say something important about Sweden and her people (Trompenaars & Hampden--Turner, 1993: 253). This long termism has been explained by the length of their winters, as there are only a few months to plan for the whole year (Trompenaars & Hampden--Turner, 1997).
Swedish long termism is supported by capital being owned largely by industrial banks and leading families with dynastic aspirations. Business is less a way of making quick returns than of perpetuating their own influence and that of their country (Trompenaars & Hampden--Turner, 1993: 253) thus underlining the importance of societal responsibility.
The U.K. scores highly on Individualism and Masculinity, average on power distance and low on uncertainty avoidance and long termism.
In the U.K. there is a greater emphasis on individual achievement and autonomy than for the other countries. This individualism is also manifest in high mobility among U.K. managers. Coupled with average power distance, this results in large general management superstructures.
The high masculinity score emphasizes the substantial focus upon profit making performance and competition. This is reinforced by the strength of the City and financial markets that has led to emphasis on financial short termism rather than a strategic outlook (Cosh et al., 1990). This short termism, for financial results, forces companies to focus upon profits now rather than investing in the future and shows in a lack of investment in R&D and human capital. In terms of R&D, of the top 10 industrial nations the U.K. ranked 9th (Randlesome, 1991). In terms of human capital there is a reluctance to train and develop mangers partly because of their mobility. As a consequence the U.K. has had one of the poorest trained workforces of major industrial countries (Randlesome, 1991: 159) although the situation is changing rapidly.
The obsession with financial calculation may be because of the rise of the multidivisional firm needing financially driven measures to enable comparison between the performances of different divisions. It became as important to understand the ratios as knowing about the processes of production and as a consequence, financial professionals migrated to the tops of organizations. In addition the importance of auditing in an economic system where businesses rely upon external stock market funding led to the tremendous postwar success of the accounting and finance profession. This has served to reinforce the legitimacy of the financial perspective and has established a self-perpetuating system (Whittington, 1993). The expertise of accountancy and financial professionals focuses on the extraction and distribution of profits rather than building a value creating activity itself and this profoundly biases corporate strategy (Armstrong, 1987). Consequently the professional bias of British top management is towards th e efficient exploitation of existing businesses, not the entrepreneurial building of new ones (Whittington, 1993: 54). As a consequence, U.K. companies have been active acquirers to compensate for internal lack of innovation and to satisfy short-term financial objectives.
Low uncertainty avoidance means a greater tolerance of ambiguity and although there may be more rules than other continental countries, these are less likely to be followed.
Although national cultures are multifaceted and the analysis above may not reflect all major discriminating factors, it is clear that on these dimensions some national cultures are more similar than others. Hofstede (1980) used his original four dimensions to run a cluster analysis in which our six countries fell into the following groups
1. Germanic: Germany and Switzerland
2. Nordic: Sweden and Netherlands
3. Latin: France
4. Anglo: UK
The following summation of the key features of these cultural groupings leads us to suggest a number of propositions based upon the argument that national cultures have a distinctive affect upon top management values and perceptions, and consequently these may impact the way in which companies view and prepare for making acquisitions.
These countries have high uncertainty avoidance and so will tend to emphasize their own style of management and prefer majority ownership. Their Gestalt philosophy emphasizing holistic and orderly systems means a preference for structured and organizational unity, with rules developing. The German approach to due diligence is likely to be highly structured and they may be less open to external complexity as they try to reduce uncertainty. Their fondness for the operational side of business is likely to be reflected in an emphasis on this aspect of due diligence and with their system's orientation towards high quality technical employees, they are likely to rely upon their own internal evaluation rather than outsourcing technical assistance to external independent advisors.
High masculinity suggests substantial emphasis on performance measurement although this is likely to be dominated by an operational flavor rather than a narrowly financial focus. There is also likely to be an emphasis upon 'doing the deal, and acquiring' that, together with a relatively short time horizon, may limit appreciation of postacquisition integration issues.
With low uncertainty avoidance, Nordic countries are likely to take more risks and be relatively tolerant of behavior. Their emphasis upon teamwork and low power distance suggests a greater delegation and perhaps a broader due diligence with rather less concentration on any one particular set of issues as it is characteristic for Nordic employees to speak out and be less constrained in their views and enquiries. Their investigation is also likely to reflect their more feminine culture with strong views on the quality of interpersonal relations, working life, and environmental issues.
The tendency for these countries to adopt a long termist attitude may also affect the way in which potential acquisitions are perceived. If the acquirer is less concerned about immediate and justifiable return, this enables focus to be placed upon investment opportunities and to consider change in the target without a clear view on outcome. In such circumstances, the acquirer is likely to be more concerned about establishing working relationships and looking at a longer strategic horizon that may give fuller focus upon postacquisition management.
The French have the highest uncertainty avoidance score and will emphasize their own style of management and majority ownership. Their own top down structure together with highly centralized control suggests that they will focus strongly on these issues in the target company by looking hard at the top management. High uncertainty avoidance suggests that they will not scan broadly for issues to destabilize their views and together with a relative short termist approach, we would expect a narrow, more financial appraisal of the target.
With relatively low uncertainty avoidance, we might expect acquirers in the U.K. to take more risks and be more open to external variation by a broad scanning of the target. This may be assisted by low power distance and a more participative workforce. However, the high masculinity of the culture with its emphasis upon performance as well as its short termism emphasizing financial performance may well reign in the breadth of their enquiry or serve to reduce emphasis upon wider issues. In addition it would seem that a highly individualist culture will make businesses less sensitive to external signals such as market volatility (Zaheer & Zaheer, 1997) so broader scanning may well be perceived as less significant.
Britain gives considerably greater status to finance, accountancy and law than do other economies. These are the coordinating disciplines of many businesses and so the universal rules over all particulars. The problem with universals is that they can progressively lose touch with the real clay of industrial experience--'you mistake the shadows for the substance'. It invites management by remote control (Hampden Turner & Trompenaars, 1993: 28).
Establishing certainty with financials will dominate the enquiry. However low uncertainty avoidance and power distance offer glimmers that British culture will also value some of the breadth outside of this financial focus.
For our exploratory study into national perspectives upon due diligence, we carried out a substantial survey of top executives in European companies.
These executives were based in companies head-quartered in Europe's six most active countries by cross-border acquisitions during the years 1985 through 1995. These countries; the U.K., France, Germany, Sweden, Switzerland, and the Netherlands, accounted for 65% of total cross-border deals, by number, over that period.
The survey instrument was developed in England by consulting with business professionals about key areas of concern. The questionnaire was then translated into French, German, Swedish, and Dutch and administered by native speakers, during summer 1996, to 142 companies in our six acquiring nations. Each of the acquirers had a turnover in excess of $150m and between them, had acquired 475 companies over a five-year period in Western Europe and Scandinavia. This represented 16% of total European cross-border activity by number and approximately 30% by value. All had carried out cross-border acquisitions recently with 83% having made in excess of three deals in the past five years. The distribution of companies by country is shown in Table 2.
The companies selected were in approximately equal measure split between services, manufacturing and energy/infrastructure with the French having a slightly greater emphasis towards services and the Swedes being more towards manufacturing.
The top executives interviewed were split evenly between Finance directors and Mergers and Acquisitions directors, all of whom had had substantial direct experience of transacting cross-border mergers and acquisitions.
NATIONAL PERSPECTIVES ON PREACQUISITION ADVISORS AND THE VALUE IN DUE DILIGENCE
In general for our six countries, the views of our top executives on the most important sources of acquisition targets were; from an existing contact at the target company (40%), a merchant bank (25%), an international accounting firm (15%), or a local accounting firm (8%). There were variations from this picture as the English and the French were noticeable for using merchant banks to a greater extent than other countries and Germany stood out as gaining substantially more targets through existing contacts. The Swedes were notable for using a much broader range of avenues than other countries and also for relying extensively upon their own managers. Although each country will have examples of using each source for acquisitions, their preferences shows how national cultures affect the way in which they source deals. In France it is clearly the work of 'the generals' at the top that leads to interfacing with merchant banks as equals in a steep social hierarchy. The English predilection for using merchant banks and accounting firms shows the ascendancy of the accounting and finance professions both outside and within the firm. The Germans place great emphasis on the technical quality of their employees and it is little wonder then that they would seek opportunities and recommendations through this source, and the Nordic countries with their egalitarian cultures and flat organizational pyramids show deals being introduced from a much broader range of sources.
Value in Due Diligence
Different social and cultural environments affect the way in which acquirers perceive opportunities and the actual and potential value of target businesses. In terms of the due diligence process, these perceptions may also show in variations among the issues that appear to be of most importance to the acquiring company. Table 3 sets out business advisers' suggestions for the ways in which due diligence would add value for the client companies. Against these factors we ranked the level of importance ascribed to each by the different countries in our study. 
Of greatest significance for all counties was in providing comfort that there are no black holes in the target company. In the U.K., 100% of respondents perceived due diligence as adding value in this area, and in France 96% mentioned this issue. Other countries recorded slightly but not significantly lower levels. As the prime role of due diligence is to understand the risk associated with purchase, in terms of business viability, this result is not too surprising, although there may be an issue in countries where there are substantial shareholdings by financial institutions in acquirers, and close relationships, such as in Germany, where such stakeholder influence may interfere with cultural preferences.
Differences became apparent however for other aspects of due diligence. Although insight into existing management was the second most highly rated item overall, there was substantial variation in the importance accorded to it, with the French rating it most highly, followed by the English and the Germans. The Dutch, Swedish, and Swiss rated it much less important.
The third most valuable area overall was using due diligence findings to assist in price negotiations. This was highly rated by the Dutch and Swiss. The Germans were noticeably less concerned with this issue than other countries.
Commercial insight into the sector was the next most important area and attracted very different responses. The Germans regarded this of primary importance alongside comfort that there are no black holes. This was a very significantly  different response to the other countries. Around half of the U.K. and Swiss respondents thought commercial insight from due diligence was important, and about one third of the French. Very few Dutch and Swedes rated this area as a particularly valuable aspect of due diligence.
In terms of helping plan the integration, the English and Dutch thought this important and to a lesser extent the French and the Swiss. However it was the French and Dutch who also felt due diligence should add value in assessing cultural fit. The Swedes and the Germans did not think due diligence would help to any great extent with planning integration or assessing cultural fit.
Apart from the purpose of providing comfort regarding black holes, Table 3 has shown that there are clear differences in the rankings ascribed by different countries to the ways in which due diligence adds value. To assess whether there are greater similarities or differences between the countries, in terms of their ranked perceptions of the ways in which due diligence adds value, Table 4 shows the correlations for these ranks.
Germany is clearly not closely associated with any other nationality in their perception of the way in which due diligence can add value. They were the only country to place the importance of due diligence adding commercial insight above providing comfort of no black holes. This emphasis, which was very significantly different from other countries, may be a reflection of their strong commercialism. The Germans were average in their interest in existing management but stood out with particularly low emphasis on planning integration and cultural assessment.
In terms of the ranks given to the items of perceived value in due diligence, the Netherlands stands out as being closely associated with the Swedes. Both countries rated comfort from black holes as the most important value-adding factor and, interestingly gave similarly modest ratings for assessing management that may reflect their low power distance cultures and a more team based approach. The Dutch departed from the Swedes in ranking due diligence helping in price negotiations as second in importance, with 60% of respondents mentioning this factor. They did not look for commercial insight into a sector and this was significantly lower than the other countries in the study. Where there was vanation was in emphasis over integration planning and cultural assessment, where the Swedes did not expect due diligence to provide value in this area, whereas the Dutch ascribed it with modest importance. This may be evidence of low uncertainty avoidance on the part of the Swedes who internalize such variation within t he organization.
As with the other countries, the U.K. gave greatest emphasis to the importance of due diligence in providing comfort of no black holes, and then focused upon gaining insights into top management in the target company. Around 50% said that due diligence assisted in price negotiations, integration planning and in gaining commercial insight into the sector. The lowest score was for assessing cultural integration.
The French saw some similarities with the English in that both nationalities ascribed the first three ranks in the same way. There was a significant difference in magnitude however with the French placing significantly more emphasis on insights into management than the British. This may reflect their hierarchical background and their emphasis upon leaders. The French also put a similar emphasis to the English upon using due diligence to help in price negotiations, emphasis upon financial aspects is characteristic, and in planning the integration, and both were above average in this regard. However, unlike the English, the French also placed greater emphasis upon cultural fit. They placed less emphasis upon commercial insights into the sector although this was an average score for our countries.
The Swiss emphasized the comfort that due diligence brings concerning black holes and then emphasized the help it can provide in price negotiations. Placing priority on this aspect was very significantly different to the other countries. The Swiss also place above average emphasis upon using due diligence to gain commercial insight into the sector and in this regard they bear comparison to the Germans. The Swiss were a little below average in terms of using due diligence for planning the integration and for assessing cultural fit. They were unusual in a very low score for gaining insight to existing management.
Relating the way in which these countries ascribe value to due diligence suggests that there are differences in perception and usage between our leading acquiring nations and there are some familiar patterns in that some of the national cultural groupings identified earlier are reflected to some extent in this survey data. Germany seems to stand-alone in its emphasis upon due diligence adding commercial insight and their low emphasis upon planning integration and a cultural assessment, although these emphases are echoed by the Swiss who place above average emphasis upon due diligence proving commercial insight and also are less concerned with value being added in planning integration and cultural assessment. The Germans stood in particular contrast to their neighbor, the Dutch who were far less interested in commercial insight from due diligence and more interested in help with integration planning and cultural fit. In these issues there are clear similarities with the Swedes and this may be explained by the ir longer conception of time and therefore different strategic horizons causing them to focus more upon postacquisition integration. Interestingly both were also interested in due diligence assisting in price negotiations. The French and the English were surprising in showing quite similar emphases with the first priority being comfort of no black holes, the second focusing upon existing management, then help in price negotiations. The differences were that the English were more interested in help with integration whereas the French seemed to emphasize cultural fit. The French also show some similar emphases to the Swedes. From this we can suggest that there are distinct differences between the Germanic, Nordic, and U.K. perceptions of the value of due diligence but the French, while distinct from the Germanic style, have many similarities with the U.K. and Nordic countries in this area.
WHO HANDLES DUE DILIGENCE?
All areas of due diligence were undertaken to a high degree within the acquiring company. However there was variation between areas with commercial and management issues being seen as the preserve of the company while financial and systems due diligence enquiries were more dependent upon external advisors.
This pattern held in general for all our countries, but within each area of due diligence there was some national variation. In financial due diligence the English were the heaviest users of external advisors closely followed by the French. The Swedes were even handed in their use of internal and external advisors and were far more likely to use both than other nations. The Dutch and the Germans on the other hand were far more focused upon using internal advisors for financial due diligence. For commercial due diligence, in excess of 80% of Germans, Swiss, Dutch and Swedes used internal advisors whereas the French and the English tended to use more external advisors.
In essence it would seem that the English and the French have a greater preference for using external advisers in both financial and commercial areas over their other European colleagues. While the English and French appear to be on the same side of the fence, the reasons may be somewhat different with the English being dominated by a highly professionalized system of external experts on which they have learned to rely, whereas the French may use external sources as a reflection of their highly vertical organizations and need to externalize uncertainties. The French also hold financial perspectives in high esteem and in this area there are many quality advisors. The other European countries also encompass a range of cultural attributes, no one of which really explains why they should be more oriented towards internal rather than external expertise. Although a case could be made for each individual country for their own unique cultural combination, there is a sense that these other European countries are less financially oriented and more commercially focused than the English and the French. It may be that with the financial external discipline of the Anglo-American model comes the rise of supporting external financial experts with a methodology that spawns similar professionals in other areas. The other European countries have managed to retain more collectivist standards which encourage reliance upon internal expertise, and have so far managed to resist adopting, or being sucked into, the Anglo American system. This brings us back to the question raised by Vodaphone's acquisition of Mannesman. Does this herald the incursion of a new system of values surrounding how acquisitions are assessed and bought and is this the thin end of the wedge of the Anglo American business system?
This study, being exploratory in nature, does exhibit certain limitations traditionally associated with this type of research. The study relies upon the view of a key informant at one moment in time, and this may not give as great a depth in terms of national business culture as we might like. In addition there is an issue that, although the firms account for a significant quantity of cross-border acquisitions in the five years under study, the number of acquiring firms in each country is small and may not give an entirely full and clear picture of national culture. To address these issues there would be value in further studies that look at a broader range of executives across a wider range of companies in the home countries.
We have already noted the fondness of the Anglo-American system for finding truth in financial numbers and it is not surprising that accountants and lawyers dominate its due diligence process. In other national cultures the predilection of businesses for these professions may not be so marked and their requirements of them may differ in emphasis. We believe these differences illustrate important national cultural assumptions about how businesses should be run, their purpose and role and indeed how acquisitions should be managed.
Companies are embedded in a social and cultural system, which exerts certain pressures for conformity. Within domestic markets, mergers and acquisitions are conducted within such homogeneous rules and similar cultural norms. However, these norms and values surface as national differences in cross-border mergers and acquisitions. These differences can affect the whole merger and acquisition process, from deal motivations, preacquisition preparation and negotiations through to post-acquisition implementation and the perception of what is success and failure.
This study has shown that national cultural differences are present in the way that firms view the preacquisition phase, particularly in terms of the use of advisers and the areas of value perceived in due diligence. Such variations do appear to affect the way in which businesses assess acquisition targets and raise an interesting issue relating to beauty being in the eye of the beholder. While we are aware of our focuses, we tend to perceive these as an objective view--a perception often reinforced by our professional advisors. However, such 'objectivity' may indeed owe much to our distinctive national culture, and such biases may only become apparent when our approach to cross-border acquisitions is contrasted with that of businesses from other nations. This raises the question that if our view is not as objective as we may like to think, what then are our blind spots, and do they matter?
We may see an aspect of cross-border mergers and acquisitions as a war of business and cultural systems. This goes a long way towards explaining the emotionally charged atmosphere and substantial media coverage of deals such as Vodaphone/Mannesman. This major entr6e of Anglo-American values into the German business context reflects a deeper battle between competing capital markets and brings with it the realization that these markets and supporting institutions bring substantial cultural baggage dressed up in self legitimating rationality. These markets, through mechanisms such as reporting requirements and share prices reflecting group perceptions, have substantial influence upon corporate values and behavior and do threaten to erode national cultural differences.
National cultural differences are important in the way in which M&A is carried out at all stages in the process. It can affect perceptions of the value of the deal and the nature of the buyers or sellers. It can affect negotiations and postacquisition management changes. Some businesses are aware of such national cultural characteristics and realize that these can be used to some advantage in negotiating and managing acquisitions. Their implicit business and cultural values signal to would be purchasers and sellers the likely future and there is no doubt that the acquirer with a nationality that is perceived to possess a more attractive set of cultural values, has an advantage over rivals. To cite just one example, the Irish managers of Irish owned MNCs reported how in European acquisitions they were often favored and yet were not paying a premium unlike U.K. and U.S. bidding competitors. They could only attribute this advantage to 'being distinctively Irish' (Donnelly, 2000).
(1.) The numerical data in this first section is drawn from KPMG (2000) Deal Watch
(2.) The number of deals recorded has grown only marginally; 1996 (first half) 3113, 2000 (first half 3310, an increase of 6.3% against a five fold increase in total value. This increase is largely because of the influence of mega mergers taking place, although KPMG detect an overall increase in average value excluding mega-mergers (KPMG, 2000).
(3.) Hofstede uses a series of value based statements to elicit employee values. These values are averaged across respondents to generate a score.
(4.) Executives were asked to rank ten factors. Six factors stood out as of major importance to executives and these are included in Table 3. These ranks ascribed by the executives were weighted to reflect importance and then aggregated to give country scores. The data were checked for significant variation between companies in each country to ensure that the aggregate picture is a fair and respresentative one and not an artifact of widely varying scores.
(5.) Very significant differences are meant to indicate a very low probability (less than 0.001) that the result was achieved by chance. Otherwise, where significant differences are remarked upon, they indicate a probability of less than 0.05 which is a conventional threshold level.
(6.) value added refers to the ways in which acquirers perceive due diligence to benefit their understanding of the target company. The ways in which value is perceived to be added are listed in table 3.
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Five Dimensions of National Business Culture Power- Uncertainty Long Country distance avoidance Individualism Masculinity termism France 68 86 71 43 30 Germany 35 65 67 66 31 Netherlands 38 53 80 14 44 Sweden 31 29 71 5 Long [*] Switzerland 34 58 68 70 n.a. U.K. 35 35 89 66 25 Source: Hofstede (1980). (*.)Sweden would be the longest based upon Hofstede's discussion and numerical data from a study by Trompenaars and Hampden-Turner (1993). Distribution of Interviewees Countries Companies U.K. 32 Germany 30 Sweden 30 France 24 Switzerland 16 Netherland 10 Total 142 Areas of Due Diligence Ranked by Overall Importance to Different Countries U.K. France Germany Netherlands Sweden Switzerland Provide comfort there 1st 1st 1st 1st 1st 1st are no black holes [*] Insight into existing 2nd 2nd 3rd 3rd 2nd 5th management Help in price 3rd 3rd 4th 2nd 3rd 2nd negotiations Commercial insight 5th 5th 1st 6th 6th 3rd into sector Help plan Integration 3rd 5th 5th 3rd 4th 4th Assess cultural fit 6th 4th 5th 3rd 4th 5th (*.)Black Holes: unanticapted substantial liabilities which may not be covered by warranties. Differences in National Perceptions of the Value Added  in Due Diligence U.K. France Germany Netherlands Sweden Switzerland U.K. 1.0000 0.7454 0.3825 0.1122 0.5992 -0.0470 France 1.0000 0.0119 0.4830 0.9072 -0.3133 Germany 1.0000 -0.7065 -0.2287 0.2510 Netherlands 1.0000 0.7849 0.1298 Sweden 1.0000 -0.0311 Switzerland 1.0000 Percentage of Respondents Citing the use of Internal [*] or External Advisors in Due Diligence Internal External % % Financial 54 46 Commerical 84 21 Management 88 22 Sysems 63 47
(*.)Internal advisors are expert employees of the company used in the due diligence process. They may have a permanent role within an M&A function, be seconded from other departments, or be expected to give input in addition to their normal jobs. External advisors are largely drawn from consulting and finance firms outside of the acquirer's organization.
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|Publication:||Journal of World Business|
|Article Type:||Statistical Data Included|
|Date:||Mar 22, 2001|
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