Corporate Spinoff

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It is well-known that employee spinoffs have played a significant role in the early evolution of many high-tech industries. They have frequently accounted for a significant fraction of entrants, and on average have out-performed other types of entrants. Because of their prominent role, a number of theories of spinoffs have been devel- oped.1 One class of theories proposes that new projects often have limited value to existing firms because their implementation would cannibalize existing rents [e.g., Christensen (1993), Klepper and Sleeper (2005)]. In a second class, employees learn from their employers and they exploit this knowledge by forming a spinoff [e.g., Agarwal et al. (2004), Franco and Filson (2006), Franco and Mitchell (2008)]. In the third class, an idea with uncertain value occurs serendipitously to an employee, who may induce his employer to develop and implement it, or who may develop it himself in a spinoff [e.g., Amador and Landier (2003), Hellman (2007)].

This paper belongs to the second and third classes. It develops a model in which firms engaged in one strategy, x, are presented with an opportunity to change strategy to y upon payment of a switching cost, c. The value of y is not known in advance, but must be learned over time from noisy signals. Firms are initially formed of like- minded individuals who subsequently observe diverse private signals about y. Al- though they communicate their signals to each other, communication is imperfect, so in the short-term disagreements about the firm’’s best strategy are inevitable. Spinoffs occur if disagreements become sufficiently profound to justify the cost, k ␣ c, of forming a new firm.

This model builds on ideas developed in Klepper and Thompson (2009). In their ...

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... parents when the incum- bent’’s cost of switching strategy is sufficiently high. For both types of spinoffs, aver- age performance is increasing in the quality of the parent, and this is true when we measure the initial or post-switching performance of the parents of type 2 spinoffs. The quality of parents also influences the likelihood of spinoffs. First, the model pre- dicts that spinoffs are most likely to be spawned by parents of intermediate quality, a prediction at odds with much prior theorizing. Second, among firms that spawn spi- noffs, high-quality parents are more likely than low-quality parents to spawn type 1 rather than type 2 spinoffs. There are no performance spillovers across strategies, in the sense that y is independent of x, and the correlation between parent quality and spinoff probabilities and performance is induced by pure selection effects.

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