Chapter 31 Mergers 817
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San Francisco, it sells tickets and then rents a plane for that flight from a separate company. This
strategy might work on a small scale, but it would be an administrative nightmare for a major
carrier, which would have to coordinate hundreds of rental agreements daily. In view of these
difficulties, it is not surprising that all major airlines have integrated backward, away from the
consumer, by buying and flying airplanes rather than simply patronizing rent-a-plane companies.
When trying to explain differences in integration, economists often stress the problems
that may arise when two business activities are inextricably linked. For example, production
of components may require a large investment in highly specialized equipment. Or a smelter
may need to be located next to the mine to reduce the costs of transporting the ore. It may be
possible in such cases to organize the activities as separate firms operating under a long-term
contract. But such a contract can never allow for every conceivable change in the way that the
activities may need to interact. Therefore, when two parts of an operation are highly depen-
dent on each other, it often makes sense to combine them within the same vertically integrated
firm, which then has control over how the assets should be used.^4
Nowadays the tide of vertical integration seems to be flowing out. Companies are finding
it more efficient to outsource the provision of many services and various types of produc-
tion. For example, back in the 1950s and 1960s, General Motors was deemed to have a cost
advantage over its main competitors, Ford and Chrysler, because a greater fraction of the
parts used in GM’s automobiles were produced in-house. By the 1990s, Ford and Chrysler
had the advantage: they could buy the parts cheaper from outside suppliers. This was partly
because the outside suppliers tended to use nonunion labor at lower wages. But it also appears
that manufacturers have more bargaining power versus independent suppliers than versus a
production facility that’s part of the corporate family. In 1998 GM decided to spin off Delphi,
its automotive parts division, as a separate company. After the spin-off, GM continued to buy
parts from Delphi in large volumes, but it negotiated the purchases at arm’s length.
Complementary Resources
Many small firms are acquired by large ones that can provide the missing ingredients neces-
sary for the small firms’ success. The small firm may have a unique product but lack the
engineering and sales organization required to produce and market it on a large scale. The
firm could develop engineering and sales talent from scratch, but it may be quicker and
cheaper to merge with a firm that already has ample talent. The two firms have complemen-
tary resources—each has what the other needs—and so it may make sense for them to merge.
Also, the merger may open up opportunities that neither firm would pursue otherwise.
In recent years, many of the major pharmaceutical firms have faced the loss of patent pro-
tection on their more profitable products and have not had an offsetting pipeline of promising
new compounds. This has prompted an increasing number of acquisitions of biotech firms.
For example, in 2014 Johnson & Johnson acquired Alios BioPharma for $1.75 billion. John-
son & Johnson calculated that Alios’s development of a respiratory antiviral therapy would
broaden its range of therapies for infectious diseases. At the same time, Alios obtained the
resources that it needed to bring its products to market.
Acquisitions in the pharmaceutical and biotech industry reached flood stage in 2015, with
over $450 billion in deals announced from January to May.
Surplus Funds
Here’s another argument for mergers: Suppose that your firm is in a mature industry. It is
generating a substantial amount of cash, but it has few profitable investment opportunities.
(^4) There is a large literature on the benefits of control by vertical integration. See, for example, O. Williamson, “The New Institutional
Economics: Taking Stock, Looking Ahead,” Journal of Economic Literature 38 (2000), pp. 595–613; and O. Hart, Firms, Contracts,
and Financial Structure (Oxford: Clarendon Press), 1995.