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Asset Specificity and Transaction Structures: a Case Study of @Home Corporation Brian J.M Boston College Law School Digital Commons @ Boston College Law School Boston College Law School Faculty Papers 4-1-2010 Asset Specificity and Transaction Structures: A Case Study of @Home Corporation Brian J.M. Quinn Boston College Law School, [email protected] Follow this and additional works at: http://lawdigitalcommons.bc.edu/lsfp Part of the Corporation and Enterprise Law Commons, and the Law and Economics Commons Recommended Citation Brian J.M. Quinn. "Asset Specificity and Transaction Structures: A Case Study of @Home Corporation." Harvard Negotiation Law Review 15, (2010): 77-113. This Article is brought to you for free and open access by Digital Commons @ Boston College Law School. It has been accepted for inclusion in Boston College Law School Faculty Papers by an authorized administrator of Digital Commons @ Boston College Law School. For more information, please contact [email protected]. Asset Specificity and Transaction Structures: A Case Study of @Home Corporation Brian J.M. Quinn, ABSTRACT This is a case study of asset specific investments, a class of transactions that is well understood in the context of economic theory but that is under-analyzed empirically. Because specific investments are particular to a single location, use or customer, their next best use is of much lower value than the use for which they are initially intended. Consequently, asset specific invest- ments face the threat of ex post opportunism and allocative inef- ficiency. This contracting problem is particularly difficult when firms that are otherwise rivals must coordinate individual in- vestments to create a shared resource. In such cases, generat- ing credible expectations of cooperation among rivals is critical to coordinating these investments. The case of@Home Corpora- tion is an example of how rival cable companies were able to employ "hybrid" structures including contractual safeguards like joint ownership, specialized governance devices and eco- nomic lock-in to overcome the problem of asset specificity and then build out a nationwide cable-based online service network during the 1990s. As the market subsequently developed alter- natives to @Home, the economic lock-in required to induce coop- eration failed to materialize, and @Home collapsed. The ultimate failure of @Home points out that those strategies that provide the proper ex ante incentives many not always be dura- ble, leaving contracting parties with less than perfect options. 1. Assistant Professor of Law, Boston College Law School. Thanks to Mike Klausner for his comments on early drafts of this paper as well as Ron Gilson for his insights and perspective on "deals" like this one. Thanks also to Elizabeth D. John- ston (BCLS. '11) for valuable editorial assistance. HeinOnline -- 15 Harv. Negot. L. Rev. 77 2010 HarvardNegotiation Law Review [Vol. 15:77 CONTENTS I. Introduction .......................................... 78 II. Asset Specificity and Potential Responses ............ 82 A. Vertical Integration ............................... 84 B. Joint Ownership .................................. 85 C. Long-Term Supply Contracts ..................... 86 D. Price and Quantity Adjustments .................. 87 E. Safeguards ....................................... 88 III. @Home Deal Background ............................. 90 IV. @Home as a Response to Asset Specificity ............ 94 A. Challenges Require Cooperation .................. 94 B. Overcoming Challenges of Asset Specificity ....... 96 1. Joint Ownership and Governance M echanism s .................................. 96 2. Contracting with Safeguards: Exclusivity Arrangem ents ................................ 99 3. Contracting with Safeguards: Creating Lock-in ....................................... 102 4. Contracting with Safeguards: The "High C" T est .......................................... 103 C. Summary of the Deal ............................. 105 V. @Home's Demise: Exogenous Changes in the Industry Undermine the Transaction Structures ...... 106 A. Decrease in Congestion ........................... 107 B. Improvements in Accessibility .................... 108 C. Increases in Clustering Activity ................... 108 VI. @Home Unravels ..................................... 110 VII. Conclusion ........................................... 112 I. INTRODUCTION While broadband Internet access seems commonplace today, dur- ing the mid-1990s the technology required to support the develop- ment of high-speed residential Internet access was still nascent. Before service providers could introduce such technology nationwide, proponents of a broadband vision had to overcome a series of techni- cal and economic challenges, not the least of which involved coordi- nating large investments in dedicated infrastructure capable of supporting such a network. This article is a case study of how the largest cable companies in the United States used contract and trans- action structures to overcome these challenges and build the first na- tionwide high-speed network. HeinOnline -- 15 Harv. Negot. L. Rev. 78 2010 Spring 20101 @Home - Asset Specificity @Home Corporation ("@Home") was founded in 1995 by Tele Communications, Inc. ("TCI") with the goal of bringing cable-based Internet access to the public. TCI later brought in cable company rivals Cox Communications, Inc. ("Cox") and Comcast Corporation ("Comcast") as minority shareholders in @Home and ultimately sold shares in the venture to the public. 2 The cable company rivals relied on a series of contractual devices to overcome the challenge of coordi- nating each of the investments required to make the nationwide, cable-based network a reality. Within a few short years, the structure of this transaction al- lowed the cable companies to cooperate and build a broadband net- work. By 2001, @Home boasted more than 4.1 million subscribers and 45% of the residential broadband market. 3 By almost any tech- nical measure, the @Home network was a success. Notwithstanding this technical success, ultimately, the firm collapsed financially. An asset specific investment has two traits: first, the investment is made in advance of an anticipated exchange with a counterparty; and second, the assets created have value in a particular location, use, or counterparty's hands, such that the assets' next best use is of 4 much lower value than the use for which they are initially intended. Challenges created by asset specific investments have attracted the interest of many economists and legal scholars. 5 In particular, schol- ars have been interested in the threat of strategic behavior (i.e., op- portunism) as a potential deterrent to socially valuable specific investments. In the absence of contractual protections, after a party 2. Venture capital firm Kleiner Perkins Caufield & Byers was also an early mi- nority shareholder. At Home Corp., Amended Registration Statement (Form S-V/A) (June 20, 1997). 3. At Home Corp., Registration Statement (Form S-1), at 6 (May 16, 1997). See also Rachel Konrad et al., Family Feud: Excite@Home, AT&T: A Case Study in Boar- droom Politics, NEWS.coM, Feb. 28, 2002, available at http://news.cnet.com/2009- 1033-846668.html; Todd Wallack, Who Killed Excite@Home, S.F. CHRON., Dec. 17, 2001 at E-1, available at http://www.sfgate.com/cgi-bin/article.cgi?f=/ca/200l/12/17/ BU23049.DTL. 4. Oliver E. Williamson, Credible Commitments: Using Hostages to Support Ex- change, 73 AM. ECON. REV. 519, 522 (1983). 5. The problem of asset specificity has been the subject of a number of important works in the area of transaction cost economics. See, e.g., Williamson, supra note 4; Benjamin Klein et al., Vertical Integration,Appropriable Rents and the Competitive ContractingProcess, 21 J.L. & ECON. 297 (1978); Benjamin Klein & K.B. Leffler, The Role of Market Forces in Assuring Contractual, Performance, 89 J. POL. ECON. 615 (1981); Paul L. Joskow, Contact Duration and Relationship-Specific Investments: Em- piricalEvidence from Coal Markets, 77 AM. ECON. REV. 168 (1987); Victor P. Goldberg & John R. Erickson, Quantity and Price Adjustment in Long-Term Contracts:A Case Study of Petroleum Coke, 30 J.L. & ECON. 369 (1987). HeinOnline -- 15 Harv. Negot. L. Rev. 79 2010 Harvard Negotiation Law Review [Vol. 15:77 has made a specific investment (e.g., a pipeline), the counterparty can extract virtually all the surplus that the specific investment might yield through an opportunistic negotiation over access to the comple- mentary asset (e.g., crude oil from the counterparty's well).6 In light of the potential for opportunistic behavior by a counterparty, it is nec- essary for a party making specific investments to protect its interest through ex ante contractual arrangements or transaction structures. Otherwise, that party will not make the investment in the first place, and jointly valuable assets will not be created. When parties must make joint investments in specific assets such as a broadband network, there are additional opportunities and challenges. If parties can successfully coordinate their investments, then they can share in joint gains. However, the joint gains available in this type of network investment are contingent on all parties coop- erating. If any party defects, joint gains may fail to materialize. At the same time, each party to a network investment has an incentive to shirk, thereby generating smaller societal gains and then free-rid- ing off the joint investments of others. As a result, the equilibrium outcome in such situations is that no party cooperates. Unless
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