CROSS-BORDER M&A DEAL INCOMPLETION: INSTITUTIONAL PROCESSES

AND OUTCOMES

by

Nilufer Yapici

A Dissertation submitted to the Faculty of the College of Business

in Partial Fulfillment of the Requirements for the Degree of

Doctor of Philosophy

Florida Atlantic University

Boca Raton, FL

August 2014

ACKNOWLEDGEMENTS

The author wishes to express her sincere thanks and love to her husband, Yapici,

Herrmann and Peterson families and her friends for their support and encouragement throughout the writing of this dissertation. The author is grateful to her advisor and committee for providing guidance along the process. The encouragement of entire management faculty in Florida Atlantic University is greatly appreciated.

iii ABSTRACT

Author: Nilufer Yapici

Title: Cross-border M&A Bid Incompletion: Institutional Processes and Outcomes

Institution: Florida Atlantic University

Dissertation Advisor: Bryant A. Hudson

Degree: Doctor of Philosophy

Year: 2014

My objective in this dissertation was to understand the processes leading to incompletion of the high profile cross-border deals. A conceptual framework was developed which suggests that announcement of a cross-border merger and acquisition

(M&A) deal starts a string of institutional processes that leads to incompletion of the bid.

I proposed that less powerful host country actors threatened by the MNC’s bid proposal politicize the transaction turning the deal into a transgression. These actors publicize this transgression, initiating a scandal, to gather support of multiple audiences in their attempts to thwart the threat that the MNC poses. Thanks to their efforts in appealing to audiences and publicization of the deal as a transgression, these actors mobilize audiences who reveal hostile reaction against the MNC and the proposed bid. Such mobilization and hostile reaction, in turn, lead to proposed bid’s incompletion.

Qualitative analysis results based on a sample of seven high profile cross-border

iv

transactions provided support for the conceptualized processes, namely politicization, scandal, mobilization and hostile reaction, while indicating a different order of process progression compared to the linear one conceptualized. I found that in all cases the process of scandal subsumed the other processes that kept scandal alive. In turn, scandal fed these processes giving more leverage to the mobilization efforts and/or increasing the hostility of the actors opposing the deal. The findings revealed that these processes happened simultaneously and that in cases where mobilization did not emerge, hostile reaction substituted for the lack of mobilization. Additionally, analysis showed that not only less powerful actors but also powerful actors, elites, sought to initiate a scandal when the host country political, legal or bureaucratic processes did not work for them in thwarting the deal.

This dissertation by examining social construction, power and politics within the host country institutional environment in the context of high profile cross-border deals, presented a framework that explained how and why the hostility leading to deal incompletion emerges in the host country. In so doing, this dissertation strengthens institutional theory, theory of scandal, social movements theory and elite theory as powerful perspectives in international strategic -management.

v

CROSS-BORDER DEAL INCOMPLETION: INSTITUTIONAL PROCESSES AND

OUTCOMES

List of Tables ...... viii!

List of Figures ...... xi!

Introduction and Overview ...... 1!

Theoretical Framework ...... 4!

Methodological Framework ...... 5!

Conclusion ...... 6!

Literature Review ...... 7!

International Management Research Studying Liability of Foreignness ...... 7!

International Business Research Studying Cross-Border M&As ...... 9!

Conclusion ...... 14!

Conzeptualitzation ...... 17!

Theoretical Foundations: Institutional Resistance and Institutional Configurations ...... 17 Conceptualization of Institutional Processes and Outcomes Leading to Deal Incompletion ...... 20! Methodology ...... 45

Sample Selection and Data Collection ...... 45

vi

Data Analysis ...... 49

Reliability Measures and Tests ...... 58!

Variables and Measurement ...... 75!

Findings ...... 86!

Synopsis of Cases ...... 87!

Section I: Propositions and Empirical Findings ...... 106!

Section II: Emergent Findings ...... 110!

Discussion ...... 141!

Emergent Model ...... 147!

Contributions ...... 152!

Managerial Implications ...... 159!

Conclusions ...... 159!

Future Study ...... 160!

Appendices ...... 248!

References ...... 344!

vii

TABLES

Table 2.1: Research on Mergers and Acquisition: Phenomena ...... 10

Table 2.1a: Cross-Border M&A Research ...... 162

Table 3.1: DP World Bid for P&O: Timeline ...... 41

Table 4.1: SDC Incomplete Deals with Different Ultimate Parent Country ...... 173

Table 4.1a: SDC Data Incomplete Deals Explanation and Reason ...... 175

Table 4.2: Deals Completed at a later date or Sought for less than 50% stake ...... 179

Table 4.2a: Friendly Deals with inadequate data ...... 179

Table 4.3: Hostile Bids ...... 180

Table 4.4: Host Country Spain ...... 180

Table 4.5: From Yin (2008), Chapter 2: Section 3, Figure 2.3 ...... 181

Table 4.6: Categorization of evidence by numbers and source per case ...... 182

Table 4.7: Dedoose Coding: Coded Passages and Code applications per case ...... 182

Table 4.8: Coding for Main Processes Example: CNOOC-Unocal Case ...... 183

Table 4.9a: Table of Disagreements: DPW acquisition of six U.S. ports ...... 200

Table 4.9b: Table of Disagreements: CNOOC bid for Unocal ...... 201

Table 4.9c: Table of Disagreements: News Corporation bid for BSkyB ...... 204

viii

Table 4.10a: PhD Coder Video Coding ...... 207

Table 4.10b: Practitioner Coder Video Coding ...... 208

Table 5.1.1a: The Denouncers, Threatened Actor and Their Reaction by Case ...... 209

Table 5.1.1b: Industry Condition for the Target and the Threatened Actor where

Applicable ...... 210

Table 5.1.2: Politicization: Frame Alignment Processes and Co-opting Allies ...... 211

Table 5.1.3: Scandal: Main Elements and Characteristics ...... 212

Table 5.1.4: Audience Interest ...... 212

Table 5.1.5: Mobilization and Hostile Reaction ...... 213

Table 5.1.6: Evidence Table per Case ...... 214

Table 5.1.6a: News Corp & BSkyB: Politicization ...... 214

Table 5.1.6b: News Corp & BSkyB: Scandal, Mobilization and Hostile Reaction ...... 217

Table 5.1.6c: CNOOC & Unocal: Politicization ...... 219

Table 5.1.6d: CNOOC & Unocal: Scandal, Mobilization and Hostile Reaction ...... 221

Table 5.1.6e: DAE & Auckland International Airport: Politicization ...... 223

Table 5.1.6f: DAE & Auckland International Airport: Scandal, Mobilization and Hostile

Reaction ...... 225

Table 5.1.6g: LSE & TMX: Politicization ...... 227

Table 5.1.6h: LSE & TMX: Scandal, Mobilization and Hostile Reaction ...... 229

Table 5.1.6i: SGX & ASX: Politicization ...... 230

ix Table 5.1.6j: SGX & ASX: Scandal, Mobilization and Hostile Reaction ...... 233

Table 5.1.6k: Warner & EMI: Politicization ...... 234

Table 5.1.6l: Warner & EMI: Scandal, Mobilization and Hostile Reaction ...... 236

Table 5.2.1: Host Country Political Climate ...... 237

Table 5.2.2: MNC's Network and Support within Host Country ...... 238

Table 5.2.3: The Bidder MNC and Existing Network in the Host Country ...... 240

Table 5.2.4a: Hung Parliament ...... 241

Table 5.2.4b: Hung Parliament ...... 242

Table 5.2.5: 2nd Term Unpopular Administration ...... 243

Table 5.2.6: Majority Government & Popular Administration ...... 244

Table 5.2.7: Elections ...... 245

Table 5.2.8: Metonymy and Metaphor ...... 246

Table 5.2.9: Audience Interest in case of no mobilization ...... 247

x

FIGURES

Figure 1.1: Theoretical Framework ...... 5

Figure 3.1: Conceptualized Model ...... 19

Figure 4.1: From Yin (2008), Chapter 2: Section 5, Figure 2.5: Case Study Method .... 189

Figure 4.2a: DUBAI PORTS WORLD-SIX U.S. PORTS CASE: Practitioner Coder .. 190

Figure 4.2b: DUBAI PORTS WORLD-SIX U.S. PORTS CASE: PhD Coder ...... 191

Figure 4.3a: CNOOC-UNOCAL CASE: Practitioner Coder ...... 192

Figure 4.3b: CNOOC-UNOCAL CASE: PhD Coder ...... 194

Figure 4.4a: NEWS CORPORATION-BSKYB CASE: Practitioner Coder ...... 196

Figure 4.4b: NEWS CORPORATION-BSKYB CASE: Practitioner Coder ...... 198

Figure 6: Emergent Model ...... 147

xi

I. INTRODUCTION AND OVERVIEW

Dubai Ports World (DPW) purchased London-based Peninsular & Oriental Steam

Navigation Co. (P&O) in 2006 to become the world’s third-largest global terminal operator (The Philadelphia Inquirer, February 18, 2006). Global terminal operators engage in international port terminal operations with the view of establishing globe- spanning network services (Notteboom & Rodrigue, 2011). With this acquisition, Dubai

Ports World purchased the U.S. terminals of the British company as well. The U.S. terminals acquired included New York, Newark, Baltimore, Philadelphia, Tampa and

New Orleans. Although the United Arab Emirates maintained good relations with the

U.S. government (U.S. Fed News, February 22, 2006), the deal caused a political uproar initiating a string of civic protests across the country. Consequently, Dubai Ports World agreed to sell its terminals in the U.S. (Bloomberg News, March 9, 2006).

The acquisition attempt by Dubai Ports was initially announced toward the end of

2005 in British newspapers (Lloyd's List, November 2, 2005). Later, when the deal was finalized in early February 2006, news of the Dubai Ports acquisitions made it to the national media in the U.S. (The New York Times, February 11, 2006). The news article announcing the deal was quite neutral, informing the public of the commercial aspects of the deal, such as the acquirer, the target, the challenger deal, the synergies that the deal would create, etc. There was no negative labeling leading to any sort of categorizing, no controversy surrounding the deal; it was simply depicted as a normal cross border

1

transaction. Yet, not a month later, we see the first signs of hostility against the deal starting with the association of the deal with a “nexus of terrorist activity” (Senator

Schumer Press Release, 2006).

Although the Dubai Ports World acquisition of Peninsular & Oriental Steam

Navigation Co. was completed as far as U.S. laws were concerned, the deal’s completion created societal problems (M.F. Peterson, personal communication, March 26, 2014), which could be observed through the environmental hostility against the deal within the

U.S. (Yapici, 2013, 2012). Instances of incomplete cross-border M&A proposals, or cases of unconsummated deals similar to Dubai Ports World acquisition, have seen increasing around the world; from developed Western nations to emerging nations. Deals similar to the one of Dubai Ports World are often labeled as exceptions, outliers or anomalies; therefore, not worthy of further examination. However, even the fact that they are considered as exceptions and anomalies is worth studying. As Michel Foucault (1975) argued as well, events and people considered being anomalies allow for an examination of processes forming daily life we see as normal. Hence, an examination of these deals will allow for study of the processes that grant access to MNCs in the target countries.

Even though Dubai Ports World acquisition of P&O was the stimulating case for the dissertation conceptualization, in my analyses I examined only the cross-border M&A deals that were not completed as far as the host country laws were concerned. Deals that could not go beyond proposal stage, such as News Corporation acquisition proposal for

BSkyB in the U.K., were the subjects of my examination. All deals examined in this dissertation are high profile cross-border bids that created significant controversy within the host-country pressuring the MNC placing the bid withdraw its proposal.

2

Quite similar to the Dubai Ports World bid, News Corporation (a U.S. based media conglomerate owned by Rupert Murdoch) bid for BSkyB (a U.K. satellite TV station) created a huge controversy in the host country pressuring the American corporation to withdraw its bid.

Such controversy and pressure took place despite of the support that the MNC enjoyed from the Conservative side of the coalition (Conservative-Liberal Party coalition). Prime minister David Cameron (Conservative Party) insisted that News

Corp.'s planned takeover of BSkyB should go ahead and he told Members of Parliament that it would be "illegal" to stop News Corp.'s planned buyout of the 61% of BSkyB it did not own (Daily Variety, 2011). However, this support of the incumbent government did not stop the powerful actors of the British media industry to get together and fight against a deal that threatened them. This alliance of powerful actors not only secured the support of the politicians, but also it brought audiences from diverse segments of the British society together to oppose the News Corporation acquisition proposal. Alliance successfully politicized the deal, secured the alliance of the politicians and mobilized the

British public by creating a hostile environment, in which News Corporation had no other choice but to withdraw the bid for BSkyB.

Despite being an important phenomenon, incompletion of cross-border deals due to host country’s negative reactions has not been examined in the prior literature before.

Additionally, the existing literature is not adequate in explaining the phenomenon. Prior theory explanations, such as lack of knowledge of the target country and the target country’s lack of knowledge about or familiarity with the MNC, are not enough of an explanation for all cases. There is a need for an explanation of processes leading to the

3

incompletion not as a function of “liability of foreignness (LOF)” (i.e. Mezias, 2002;

Zaheer, 1995; Zaheer & Mosakowski, 1997), but as institutional processes that reveal the conflict and contradiction within, as well as across institutional fields.

Without an understanding of the way diverse practices, relationships and symbols shape power dynamics and political struggles within the target environment, it is not possible to explain the emergence of selective negative reaction, and subsequent incompletion of the deal. In the literature studying cross-border acquisitions, there is a need for a perspective that conceptualizes institutional environments as fragmented worlds fostering diverse practices whose adoption relies on the dominance of the institutional configuration that fosters them.

By using power dynamics to explain the emergence of institutional processes leading up to deal incompletion, I not only address Lawrence’s (2008) call for making power more explicit in institutional studies, but also apply theory on scandal (Adut, 2004,

2005, 2008) to examine an organizational phenomenon. The conceptualization developed is a synthesis of arguments on institutional dynamics and power relations through examination of the way domination supports the institutional systems, the limits to domination and the way actors can escape from and resist such domination.

Theoretical Framework

The main theoretical framework developed in this dissertation is depicted in

Figure 1.1.

4

Figure 1.1

Theoretical Framework

Interdependent and contradictory institutional configurations foster the existence of both powerful and weak players within the target country. When the weak players are threatened by the acquisition of the MNC, these players initiate a scandal around the deal to mobilize diverse actors. A scandal allows these weak players to bypass the regulatory processes and regular appeal processes, and gain leverage through populist processes that capitalize on emotions.

Methodological Framework

In this dissertation, I studied unconsummated deals announced by MNCs in countries other than their country of origin. The sample includes cross border acquisitions through which the MNC intends to achieve a majority stakeholding in the target. An unconsummated cross border deal refers to the deals that are announced but not completed.

To test the relationships among the factors leading up to cross border deals incompletion, I employed a multiple-case study (Yin, 2008). Study of the phenomenon required an in depth examination of a contemporary phenomenon within its real-life context, which made a case based approach appropriate (Yin, 2008). Considering the nature of the focal phenomenon and the kind of questions posed in examination of the phenomenon (why and how), I conducted a multiple-case (cross-case) analysis (Yin, 5

2008). I examined the cases one by one and looked for patterns confirming/ disconfirming the proposed framework, which allowed me to develop a better understanding of “dynamics underlying the relationships, ‘why’ of what is happening”

(Eisenhardt, 1989: 543).

Conclusion

Incompletion of cross-border acquisition cannot be explained simply by a failure of rationality (due diligence, etc.), incompatibility of national market systems, or cultural conflict. The obstacles leading to incompletion involve challenges posed by existing market positions of the market participants. The market participants in the target country create scandal, apart from a process of accidental attention or spotlight effect, and mobilize other participants to defend or change those market positions as an exercise of power. Cross-border deal incompletion is not an outlier that the research can safely ignore. The processes involved in an incomplete cross-border deal deserve special attention, as these processes highlight the power dynamics revealing the contradiction and contestation within the world that market participants take for granted. Although my research focuses on a specific context, the insights of the analysis can be generalized over any phenomenon that involves selective politicization of issues.

In the next chapter, I will discuss the way prior literature approaches cross-border mergers and acquisitions and why I do not see the perspectives adequate enough to explain the focal phenomenon.

6

II. LITERATURE REVIEW

In this dissertation, the examination of the processes leading to incomplete cross- border acquisition bids announced by MNCs involves a review of the international management research studying liability foreignness, and the international business research studying cross-border mergers and acquisition.

I) International Management Research Studying Liability of Foreignness (LOF)

As I have examined the target environment macro processes that led to the negative reaction that MNCs faced, I provide a review of the liability of foreign literature that focuses on the obstacles that MNCs face within the countries they enter. In conceptualizations of the institutional environment that into which MNCs’ enter, this literature uses assumptions based on the neo-institutional theory of organizations. I argue that conceptualization of the target environment or the liability of foreignness within this literature is not enough in the explanation of incomplete cross-border bids.

The researchers studying LOF draw on international management studies focusing on MNC related phenomena in their use of neo-institutional theory. (i.e.

Kostova, 1997, 1999; Kostova & Roth, 2002; Kostova & Zaheer, 1999). The theorization adopted requires conformity with three pillars of institutions (regulative, normative and cognitive). Pressure for conformity forms the foundation of the explanations in this line of research. The mechanics of the liability of foreignness are explained through

7

institutional distance (Kostova, 1999) between the MNC home country and target country. I provide the findings of the liability of foreignness literature below.

The research in this field uses the liability of the foreignness concept as an explanation of the difficulties and costs faced in the host countries in which the

MNCenters (Mezias, 2002; Miller & Parkhe, 2002; Kostova & Zaheer, 1999; Zaheer,

1995; Zaheer & Mosakowski, 1997). Zaheer (1995), through her study of the firms in

Tokyo and New York City, was the first scholar to relate liability of foreignness to failure to fit in the host country. Later on Zaheer and Mosakowski (1997) conceptualized LOF as an outcome of the lack of institutional linkages in the host environment (with the government, customers, other banks and regulatory entities). In various studies mainly using samples from exchange trading (Zaheer, 1995; Zaheer & Mosakowski, 1997), banking (Miller & Parkhe, 2002) and service (Mezias, 2002) industry, found that a) liability of foreignness existed (Zaheer, 1995), b) LOF changed over time (Zaheer &

Mosakowski, 1997), and c) LOF influenced the performance of the firms within the host country (Miller & Parkhe, 2002).

The solutions offered by the majority of the literature to alleviate liability of foreignness suggest isomorphism, ensuring that the subsidiary and its practices are perceived as appropriate. Examples include increasing familiarity with the local environment (Zaheer, 1995), gaining access to information networks (Zaheer &

Mosakowski, 1997), earning legitimacy (Kostova & Zaheer, 1999) and using local hiring strategy (Mezias, 2002).

The processes and events leading to incomplete cross-border deals involves more than foreignness of the acquiring MNC. The conceptualization of institutional

8

environment as homogenous requiring conformity at all times does not really explain why and how some foreign MNCs make large acquisitions within the target country without being noticed while some foreign MNCs get caught up almost in a vortex of negativity bringing the downfall of the cross-border bid they announced.

I argue that to be able to explain the selectiveness in negative reaction expressed within the target country, the literature needs a conceptualization that can explain the focal phenomenon by examining institutional processes that unfold the power dynamics that sustain social embeddedness or foster agency and mobilization of various institutional actors. Pressure for conformity and legitimacy within the target environment cannot be properly analyzed if one cannot understand the institutional processes that sustain or disturb the vested interests that define what is acceptable.

II) International Business Research Studying Cross-Border Mergers and

Acquisitions (M&As)

The research on cross-border merger and acquisitions focuses mainly on post- merger outcomes (Dikova, Sahib, & van Witteloostuijn, 2010) and the decision and motivation to engage in cross-border acquisitions, but rarely on the processes between the announcement and completion/consummation of the deal. To my knowledge there are only five studies that focus on the period between announcement and completion or consummation of the deal, Floris, Grant and Cutcher (2013), Muehlfeld, Sahib and van

Witteloostuijn (2012), Riad and Vaara (2011), Dikova, Sahib and van Witteloostuijn

(2010), and Meyer and Altenborg (2008). Out of these five, two studies provide in depth qualitative analysis of factors leading to cross-border deal incompletion, namely Floris et al. (2013) and Meyer and Altenborg (2008).

9

In international business literature, research on merger and acquisitions studies phenomena such as the Table 2.1 below:

Table 2.1

Research on Mergers and Acquisition: Phenomena

Phenomenon Sources/ References Choosing1 acquisition over other i.e. Brouthers & Dikova, 2010; Harzing, 2002; Anand & entry modes Delios, 2002; Chang & Rosenzweig, 2001; Brouthers & Brouthers, 2000, Kogut and Singh, 1988 Method2 of payment Hope, Thoma & Vyas, 2011; Reuer, Shenkar & Ragozzino, 2004 Location3 choice Ragozzino, 2009 Value4 creation for acquirer Aybar & Ficici, 2009; Markides & Ittner, 1994; Eddy & shareholders Seifert, 1984 Acquisition5 motive and Seth, Song & Pettit, 2002; Seth, Song & Pettit, 2000 acquisition value creation Acquisition6 motivation Elango & Patanik, 2011; Gubbi, Aulakh, Ray, Sarkar, 2010; Ruckman, 2005 Post7 -acquisition integration i.e. Vaara & Tieri, 2011; Moore, 2011; Mtar, 2010; Brannen & Peterson, 2007; Calori, Lubatkin & Very, 1994 Post8 -acquisition integration and Zou & Ghauri, 2008; Birkinshaw, Bresman & R&D output, technology and Hakanson, 2000 knowledge transfer Organizational9 learning Nadoska & Barkema; 2007 Post1-acquisition performance Chakrabarti, Gupta-Mukherjee, Jayaraman, 2009; Reus 0 & Lamont, 2009; Stahl & Voigt, 2008; Nadolska & Barkema, 2007; Morosini, Shane & Singh, 1998 Post1-acquisition top management Krug & Hegarty, 2001; Krug & Hegarty, 1997 1 turnover Post1-acquisition managerial Villinger, 1996 2 learning MNC1 expansion pattern Hutzschenreuter, Voll & Verbeke, 2011 3 Foreign1 acquirer intra-industry Dewenter, 1995 4 investment patterns Acquisition1 completion / Floris, Grant and Cutcher, 2013; Muehlfeld, Sahib and 5 completion duration van Witteloostuijn, 2012; Riad & Vaara, 2011; Dikova, Sahib, & van Witteloostuijn, 2010; Meyer & Altenborg, 2008

10

The findings of this research stream suggest that a) difference in national regulatory and normative structure, and in national culture, b) acquirer’s organizational learning and organizational learning from prior cross-border acquisitions, c) acquirer’s and target’s organizational strategies involving the post-acquisition process, d) acquirer’s and target’s industry and macroeconomic environment, and d) acquirer’s acquisition motives would be influential in the completion of cross-border acquisition deals.

However, still the theories used—combination of new institutional economics with cross- cultural research (Dikova et al, 2010) and organizational level theories (Meyer &

Altenborg, 2008; Muehlfeld et al., 2012)—fail to explain why some bids are consummated regardless of target country government support, acquirer prior experience and the compatibility of both the acquirer and acquired. Table 2.1a provides a summary of the research in cross-border mergers and acquisitions.

Most of the cross-border acquisitions are completed without problems, yet in some of the deals, the acquisition process can become problematic for the acquirer. Using a discourse-analytic approach, Riad and Vaara (2011) examined the way framing of a deal influenced the perception of the deal in the host country. In their multiple-case study focus was on the way metonymy (a linguistic resource through which national identities and differences are reproduced) influences the accounts of the completed cross-border

M&As. An analysis of the acquisition of the American IBM Personal Computer Division by Chinese Lenovo and the acquisition of American Anheuser-Busch by the Belgian-

Brazilian InBev showed that national metonymy contributed to the construction of emotive frames, stereotypes, ideological differences, and threats, and in combination with metaphor, provided a powerful means to construct cultural differences.

11

While Riad and Vaara (2011) examine the way external actors (Floris et al., 2013:

1185) shaped the way host country audiences perceived the deals, Floris et al. (2013) focused on rhetorical strategies used by actors both “external” and “internal” (2013:

1185) to the organizations involved in the deal. The authors examined whether the actors external to the deal influenced the bid process leading up to incompletion as much as the actors internal to the organization. In their qualitative study of BHP Billiton’s acquisition attempt of Rio Tinto in 2007/08, Floris et al. (2013) showed that the actors both internal and external to BHP Billiton influenced the acquisition process and outcome, and that these actors used several rhetorical strategies during their negotiation of the meanings.

Similar to Riad and Vaara (2011), the scholars used a discourse-analytic approach, which is part of a growing body of research that has been used in several studies in discovering the role of discourse in M&As, especially the way transactions are opposed, justified, or legitimized by organizational actors (i.e. Riad & Vaara, 2011; Suddaby & Greenwood,

2005; Vaara & Tienari, 2011).

An in-depth qualitative study of Meyer and Altenborg (2008) revealed the importance of the period between bid announcement and completion. The scholars examined the announced merger between telecom corporations, Telenor (Norway) and

Telia (Sweden). Although analysts and the press favored the deal, the bid was abandoned after several months due to unsuccessful deal making. The authors found that compatibility of organizations and complementarity of the resources were not enough to ensure the completion of the bid.

Combining micro with macro level focus, Dikova et al (2010) examined the way formal and informal institutions affect the likelihood that a cross-border acquisition bid

12

would be completed, and the duration between bid announcement and completion. The authors also studied the way prior experience with a completed acquisition moderated the effects of institutional difference. Using a sample of 2,389 announced cross-border acquisition deals in the international business service industry (1981–2001), Dikova et al.

(2010) found that a) the differences in national formal and informal institutions explained part of the variation on bid completion and duration of deal making, and b) organizational learning—past experience with completed cross-border deals—moderated the effects of institutional distance.

Building on the Dikova et al. (2010) study, Muehlfeld, Sahib and van

Witteloostuijn (2012), focused on the period between public announcement of the bid and its completion. The authors examined whether firms learn from their prior deal-making experience in different contexts on how to complete an announced bid. Analyzing 4,973

M&A attempts that were announced between 1981 and 2008 in the newspaper industry, the scholars found that similarity in experience formed the boundary condition of experiential learning in different contexts, such that domestic M&A experience influenced the completion of domestic deals but not cross-border deals.

To my knowledge, there is no cross-border study that examines the institutional processes reflecting power dynamics, politicization and mobilization of host country actors in the explanation of the acquisition deal incompletion. The overview of the literature revealed that even the research accounting for institutional effects would fall short of explaining the processes leading to cross-border M&A bid incompletion.

To unmask the hostile reaction that the MNC faces upon announcing a cross- border deal, one needs to understand to what extent the actors in conflict use specific

13

practices and symbols that reveal particular institutional configurations and how these actors succeed making their perspective the dominant one (Friedland, 2002). Without an understanding of institutional processes allowing for protest and mobilization, and the way actors use practices and symbols available to them, it is not possible to go beyond an understanding of patterns. Using institutions mainly at the societal level (Friedland &

Alford, 1991), I argue that institutional configurations define the identity, interest, power, and action of the actors in the target environment; making them distinct. Accordingly, the processes leading to bid incompletion arise from contestation between different institutional configurations.

Conclusion

The studies on liability of foreignness emphasize the pressures from the host institutional environment and the MNC headquarters to conform. As Kostova, Roth and

Dacin (2008) pointed out as well, the literature focusing on MNC related phenomenon needs conceptualizations that integrate social embeddedness with agency, social construction, power and politics. Although the recent empirical research addresses (i.e.

Boussebaa, Morgan, & Sturdy, 2012; Saka-Helmhout & Geppert, 2011) the concerns on excessive use of isomorphism and legitimacy arguments, they still seem to use conceptualizations based on structural frameworks (i.e. post-colonial and transnational perspective, comparative institutional analysis). Even when authors examine agency (i.e.

Saka-Helmhout & Geppert, 2011), they examine the phenomenon through a study of structural differences.

An overview of M&A literature revealed that the research focused on factors influencing both pre-and post-acquisition processes. There are only five works studying

14

the completion of a deal, and of these five, only two studies examined factors leading to cross-border deal incompletion in depth. The processes underlying the influential factors have been relatively ignored.

To my knowledge, there is no cross-border M&A study that examines the institutional processes reflecting power dynamics, politicization and mobilization of host country actors in explaining obstacles the MNCs face in the host country. Most of the studies reviewed conceptualized institutional environments consisting of homogeneous fields that are composed of rigid, fixed realities revealing separable domains, or formal and informal systems. This approach essentially obscured the tension and contradiction within institutional fields, such that most of the conceptualizations concealed dynamism and fluidity inherent in institutional environments.

This dissertation builds on an institutional perspective that conceptualizes fields as multiple, fragmented and contested (Schneiberg & Lounsbury 2008: 667), and institutional systems, including practices and symbols they foster, as interdependent and contradictory. My focus is not on understanding the patterns of activities and actions, but on how these patterns come into being. Additionally, I examine not only the relationship among the institutional configurations, but also the power relations that result. Such an approach makes power more explicit in the analysis of institutional environment; for example, the way domination supports institutions, the limits to systems of domination, and the ways actors can escape from and resist such domination (Lawrence, 2008: 186-

7). However, one should not confuse my emphasis on power with a perspective that relies on power as the sole explanatory factor. Power, just like any other concept in this dissertation, is institutionally defined. Therefore, without an understanding of the

15

dynamics among institutional configurations, power on its own does not have more explanatory power than pattern of activities upon which prior research put emphasis.

In the next section, I provide a conceptualization of institutional processes that lead to MNC cross-border acquisition bid incompletion. This conceptualization section reveals how I achieve a process oriented institutional approach to explain the focal phenomenon.

16

III. CONCEPTUALIZATION

In this chapter, I will explain how my conceptualization differs from previous works using institutional theory and institutional logics, and continue with the conceptualization section. In the first section, I will lay out the theoretical foundations of my conceptualization, based on Seo and Creed (2002) and Friedland (1999, 2001, 2002) and his colleague (Friedland & Alford, 1991). The second section will start with the case which has inspired the theory development, Dubai Ports World acquisition of Peninsular and Oriental Steam Co. that included the sale of six U.S. ports. Following the case, I will present the model and the conceptualization of the institutional processes and outcomes leading to cross-border deal incompletion.

Theoretical Foundations: Institutional Resistance and Institutional Configurations

In my proposed conceptualization, I mainly build on Friedland (1999, 2001, 2002) and Friedland & Alford (1991) and highlight a process of “institutional resistance”

(Lawrence, 2008: 173), namely scandal (Adut, 2004, 2005, 2008).

Every institutional system houses practices and symbolisms of other institutional systems, because they are interdependent as much as they are contradictory (Friedland &

Alford, 1991). Thanks to the interdependent nature of the institutional systems, the institutional inhabitants within the fields reveal variations in practices and ways of thinking (Friedland, 1999, 2001, 2002). The institutional systems are never external toone another; they co-exist within each other, forming configurations. In this dissertation, I 17

specifically use “institutional configuration” (Friedland, 2002: 385), not just institutional systems or logics, to highlight the fact that institutional fields not only reveal one dominant practice and way of thinking, but they also reveal different arrangements of practices and thinking patterns. Just like institutional systems, institutional configurations are both interdependent and contradictory. It is an ontological imperative that dominant configurations are accompanied by subdominant configurations. In other words, to exist, the dominant configuration needs the subdominant configuration. The dominant configuration needs the other subdominant ones to affirm its practices and define what is acceptable and encouraged. Therefore, in times when contradictions are not emphasized by tension, the interdependence of the configurations is emphasized.

I acknowledge the fact that there exists a set of practices, thinking patterns, symbols, and norms that are revealed by a large number of inhabitants. However, an emphasis on this majority creates the illusion of homogeneity within the institutional systems. The conformity observed within fields is not a consequence of a single type of institutionalization that allows for isomorphism, but of dominance of a specific way of defining reality (Friedland, 1999, 2001, 2002). Although contradiction is a fact of institutional configurations, contradiction among institutions within a configuration is not always apparent or manifest until a specific practice or event brings the contradiction to the forefront (Seo & Creed, 2002). Sometimes the contradiction is either minimized or reconciled, but other times there is resistance from the less powerful actors. Scandal is my key construct in the explanation of the way contradictions become visible.

Scandal is a form of “institutional resistance” (Lawrence, 2008: 173) that entails the attempts of less powerful actors to place limits on the domination of powerful players

18

in an institutional environment. Resistance of weak actors against the forces of the powerful actors has the potential to initiate a “significant and destructive resistance”

(Lawrence, 2008: 181), as the transgressions that threaten the less powerful actors involve a greater “loss of autonomy” and “threat to identity” (Lawrence, 2008: 181).

Such a significant resistance brings contradiction to the forefront.

In this chapter, I will examine the emergence of institutional processes and outcomes leading to the cross border bid incompletion, not only at a macro level, but also at a field level, putting emphasis on the way institutional configurations at every level are connected. A mergers and acquisitions deal becomes an issue only when the deal can be politicized serving as a means to specific inhabitants in expansion of their power bases. A hostile reaction is somewhat rare; it does not happen every day. However, this does not mean that the deals receiving such reactions are exceptions. Accepting such cases as exceptions prevents researchers from seeing the systematic tension underlying these deals. The proposed conceptualization can be summarized with the model in Figure 3.1 below, which presents the processes leading to cross-border deal incompletion:

Figure 3.1

Conceptualized Model

19

Conceptualization of Institutional Processes and Outcomes Leading to Deal

Incompletion

Incompletion of Dubai Ports World acquisition. Dubai Ports World bought

London-based Peninsular & Oriental Steam Navigation Co. (P&O) in 2006 to become the world’s third-largest container operator. The acquisition marked the end of 169 years of independence for the Peninsular & Oriental Steam Navigation Co. (P&O), which is famous for transporting cargo across the former British Empire (Agence France Presse,

March 2, 2006). At the time of purchase, Dubai Ports World managed 19 container terminals and had operations in 14 countries. Despite the good relationship between the

United Arab Emirates and the U.S. government (U.S. Fed News, February 22, 2006), the deal caused a political uproar initiating a string of civil protests across the U.S. (The

Washington Post, February 26, 2006). Consequently, Dubai Ports World agreed to sell the terminals it had acquired in New York, Newark, Baltimore, Philadelphia, Tampa and

New Orleans (Bloomberg News, March 9, 2007).

This deal was found to be appropriate by the George W. Bush administration, the

Congress, and the Committee on Foreign Investment of the U.S. Senate (CFIUS)

(Kaplan, 2006; The New York Times, February 11, 2006). However, the deal was later called an offense committed by a foreign MNC that “threatens security of the nation”

(Senator Schumer Press Release, March 7, 2006). The Emirati MNC was condemned, and the threshold for what this particular organization could and should do was redefined.

In the following section, I will discuss the main characters in the transformation of the deal from an ordinary deal to offense scandal, and the way the main characters deliberately worked to stop the deal from being completed.

20

Eller and Company, a Fort Lauderdale based local port operating company, perceived the Dubai Ports World as threatening because Eller and Company was

Peninsular & Oriental Steam Navigation Co.’s partner running the “busiest shipping terminal at the Port of Miami” (Sun Sentinel, March 7, 2006). A change of Peninsular &

Oriental Steam Navigation Co. ownership could hurt Eller’s business operations. Eller and Company feared that some American customers would cease working with them because the new owner was to be an Arab state-owned company. According to the company attorney, Michael Kreizer, “hundreds of millions of dollars” were at stake (Sun

Sentinel, March 7, 2006).

It was no secret that Eller and Company was in financial difficulty, and this was not the first lawsuit the company had filed against the competitors (Sun Sentinel, March

7, 2006). Previously, Eller had gone to Broward Circuit Court when the Port Everglades

(a significant Southeast Florida port operation and commerce center located in Fort

Lauderdale, Dania and Hollywood Beaches), management contract was about to go to a rival. Eller lost the case and South Stevedoring won the contract. Before Dubai Ports

World attempted the acquisition, Eller’s Miami unit, Continental Stevedoring &

Terminals, fought Peninsular and Oriental Steam Co. for years to not sell its stake in Port of Miami. Eller’s name was also in a 1998 suit filed by Neal Harrington, a businessman involved in a $1.5 million scandal at the Port of Miami. Harrington alleged that his former partners, including Eller, tried to force him out of an established partnership to establish a monopoly at the Port of Miami (Sun Sentinel, March 7, 2006). These lawsuits all reveal how hard Eller had tried for a while to maintain its positioning as a dominant regional player within the industry.

21

Eller and Company was not endowed with enough power to influence either the industry or the federal government agencies to create opposition against the Dubai Ports

World’s acquisition. As a regional player facing a degradation of its power bases, Eller was at a severe disadvantage compared to multinationals with a vast financial and political network. Completion of the acquisition meant further depletion of its resources and status within the industry, speeding its downward spiral journey. Therefore, facing two large multinationals agreeing to the acquisition, Eller and Company opened a lawsuit in London’s High Court (CNN.com, March 9, 2006) and approached the Committee on

Foreign Investment in the U.S. (CFIUS) (Overby, 2006). Since the Peninsular & Oriental

Steam Navigation Co. was a British company that had operations in the U.S., Eller and

Company started its appeal against the deal at the London High Court. However, both the

London High Court and the CFIUS dismissed Eller’s objections to the deal.

CFIUS is a U.S. government inter-agency committee that reviews transactions by foreign persons or entities to determine whether the control of the U.S. business in question endangers the national security of the U.S. The Secretary of the Treasury is the

Chairperson of CFIUS, and its members include the heads of nine departments and offices: Department of Justice, Department of Homeland Security, Department of

Commerce, Department of Defense, Department of State, Department of Energy, Office of the U.S. Trade Representative, and Office of Science & Technology Policy

(http://www.treasury.gov). Deals associated with a foreign corporation that raise antitrust or national security concerns have to be approved by this multi-agency federal panel

(Overby, 2006).

22

Foreign based MNCs are advised to approach CFIUS months in advance of announcing an acquisition attempt. MNCs hire lawyers who are experienced in dealing with CFIUS and knowledgeable about the workings of the departments and offices associated with CFIUS. Dubai Ports World hired two such lawyers who met with the federal panel. Both of the lawyers, Thomas Crocker and Jonathan Weiner, had State

Department experience. Crocker’s expertise is in defense cooperation issues, while

Weiner’s is in international law enforcement. Crocker and his associates negotiated with the agencies participating in CFIUS. The two lawyers made sure that the deal obtained

CFIUS’s consent; only then did Dubai Ports World file its formal CFIUS application. By the time Dubai Ports World and Peninsular & Oriental Steam Navigation Co. announced the acquisition, CFIUS had no worries left about the issues that concerned them initially

(Overby, 2006). Therefore, when Eller and Company brought CFIUS its concerns, the agency turned the company down.

Eller and Company next hired a lobbyist and sent representatives to Capitol Hill to voice their concerns (Sun Sentinel, March 7, 2006). According to Michael Kreitzer, the company attorney, Eller could not afford a big team of lobbyists so it hired one who was also a friend, Joe Muldoon (Overby, 2006). At first Mr. Muldoon had a difficult time getting his voice heard on Capitol Hill. Therefore, Muldoon made contact with the Senate

Committee on Banking, Housing, and Urban Affairs (Overby, 2006). The reason for this was the fact that this Committee had conducted reviews of CFIUS the year before the acquisition (Overby, 2006). The way CFIUS operated was already considered “not even opaque, [but] broken” (Senate Committee on Banking, Housing, and Urban Affairs

Hearing on Foreign Investment in the U.S., October 6, 2005). Additionally, Muldoon

23

began contacting the Senators representing the states in which Peninsular & Oriental

Steam Navigation Co. had operations (Overby, 2006).

One senator stood out as the best candidate for publicizing the Dubai Ports World acquisition from a perspective serving the Eller and Company: Senator Charles Schumer of New York. Senator Schumer not only met Muldoon’s criteria for taking interest in

Eller and Company’s case (he represented a major seaport, New York, and was on the

Committee on Banking, Housing, and Urban Affairs), but he also had a reputation for being “media savvy” (Overby, 2006). In other words, he was smart about how the acquisition could be publicized. Senator Schumer did not prove Muldoon wrong. In an interview with the Wall Street Journal, Schumer glorified the Florida company as a responsible non-compromising American business by using “the canary in the mine shaft” (The Wall Street Journal, February 28, 2006) metaphor.

Muldoon’s choice of Senator Schumer was obviously a success, but the real issue is why Senator Schumer got involved with the ports deal. His engagement does not seem to be due to protection of local businesses affected by the deal, although it had such a consequence. Looking at his position on issues concerning the economy and business,

Schumer seems to support both the deregulation of the markets, especially in the finance and banking industries which are the largest contributors to his election campaigns (The

New York Times, December 15, 2008), and state intervention, including agricultural subsidies to New York’s dairy farmers and crop growers http://www.schumer.senate.gov).

Examining the U.S. politics of the time, it appears that the main factor triggering

Schumer’s interest, and subsequently leading to his commitment to repeal the deal, was

24

his role as the chairman of the Democratic Senatorial Campaign Committee

(http://www.schumer.senate.gov). The 2006 elections for the 110th Congress were at hand. Although Schumer was re-elected in 2004, with no need to run for re-election until

2010, he was the chairman of the Committee. Every two years, the Committee works to get more Democrats elected to the Senate. As explained at the Democratic Senatorial

Campaign Committee website, the committee has a wide range of activities from grassroots organizing to candidate recruitment to providing campaign funds. Being the

Committee chairman, Schumer oversaw those campaign activities. Election results, regardless of the fact that he was safe in his State, concerned Schumer. Each election had a potential for changing the base of power that constituted his power within the Senate.

His involvement and position in initiating a nationwide fury over the Dubai Ports deal actually did strengthen his power base both in terms of election results and his personal promotion within the ranks of the Democratic Party.

Within four days of his involvement with the Dubai Ports World deal, Senator

Schumer requested a review by the Department of Homeland Security, called on

President Bush to interfere with the deal, and held a press conference with 9/11 families

(Overby, 2006). Associated Press also ran the story nationwide (Overby, 2006). In response, DP World hired teams of lobbyists (Overby, 2006), including former U.S. president Bill Clinton and the law firm of former secretary of state Madeline Albright

(The New York Times, February 23, 2006). However, Schumer continued to challenge the deal, stating that the arguments supporting the deal were not persuasive (CNN, February

24, 2006). With the aid of the Internet, press releases, and the media at large, Senator

Schumer and his team turned the deal into a scandalous act that tainted the presidential

25

office, the party associated with the office, and the congressional representatives who were associated with the party right before the congressional elections. To bring an end to this scandal, the George W. Bush administration requested Dubai Ports World to withdraw from the deal, although the deal was already signed.

Next, I will be using the Dubai Ports World acquisition of U.S. ports in examination of institutional processes that led to cross-border deal incompletion.

Institutional framework of the social system. Institutional inhabitants are the individuals who inhabit institutions (Hallett & Ventresca, 2006) and protect and extend the power that constitutes them within institutional fields. In other words, actors protect and extend the social relationships that empower them into other arenas or fields

(Lawrence, 2008). These social relationships, embedded in and maintaining a specific institutional configuration, encourage specific sets of practices, symbols and taken-for- granted thinking patterns that empower those specific inhabitants. Power dynamics among these inhabitants make dominant institutional configurations visible. More powerful inhabitants reveal the acceptable ways of acting and thinking within a field.

Also, these actors define the “membership” criteria (Lawrence, 1999: 165) in the field and what it takes to be accepted and acceptable within the field, just as the field level institutional configurations define the powerful.

However, the dominance of certain inhabitants is not always taken for granted by all actors within the field, nor is it uncontested. There are always those who represent a way of life or a set of practices that is not encouraged, even ignored, by the inhabitants revealing the dominant configuration (Friedland, 1999, 2002). These less approved inhabitants reveal practices and thinking patterns related to subdominant configurations.

26

The subdominant configurations encourage alternatives to the dominant set of practices, symbols and taken for granted cognitions in that these subdominant configurations are positioned at the margins of the institutional field. They contradict the practices that the dominant configuration constitutes. Yet, the existence of the dominant configuration depends on the subdominant ones. “Institutionalization often generates its own opposition” (Suchman, 1995: 594). Subsequently, if dominant institutional configurations define what should be done, the subdominant configurations likewise define what should not be done. The subdominant serves the dominant configuration by simply being there; drawing the limits of what is acceptable.

To understand the way this conceptualization of dominant and subdominant institutional inhabitants applies to the context of MNCs and the hostile reaction, one first needs to understand what the MNC represents and how the MNC is linked to the influence of globalization on the individual countries. In general, globalization is an emergent process that provides the general direction and character on transnational production and capital accumulation (Robinson, 2012: 405-406) and favors multinational corporations. The priorities of the MNCs are the interests of their shareholders and profit maximization at the expense of other stakeholders. Therefore, MNCs, by nature, are not as committed to the welfare of local communities, including particular national or regional economies (Magnusson, 2007: 201-2). MNCs are the actors representing the institutional system of capitalism, par excellence. Globalization endows MNCs with a power that can even overwhelm the power of domestic organizations. Therefore, the success of the MNCs in the completion of deals depends on the dominant institutional

27

configuration of the host country, and the relative power position of institutional inhabitants threatened within the institutional field (dominant vs. subdominant).

The influence that globalization, as “globalized power relations and social structures” (Robinson, 2003: 56), and subsequently the MNCs have on countries and local communities depends on the institutional configuration of the host country at the time of the deal. As the penetration of globalization comes at the expense of local businesses, local businesses will be the ones marginalized, especially if they are only domestic or regional and not transnational. These marginalized actors will be the ones threatened by the entry of the MNC.

A threat to more powerful actors would normally lead them to initiate strategies associated with “institutional control” (Lawrence, 2008: 174), which involves techniques based on the rules of the game and allocation of resources to maintain their more powerful position. For example, in the case of a cross border acquisition, if the acquiring

MNC bids for a target that is both a strong player within the industry and a frequent receiver of support from the government, the target may use normal channels to inform the acquirer that its acquisition is not welcomed. On the other hand, a threat to less powerful actors - an unwelcome bid for a less powerful target - would induce alternative strategies aiming to “influence and/or force” (Lawrence, 2008: 174) the acquirer to drop the bid or to leave the country. Less powerful actors choose alternative strategies because they do not have the access to the rules of the game, which can regulate the practices of the foreign MNC. Lacking such access, the less powerful actors need to find alternative ways that will either influence the MNC acquisition strategies related to the bid, or force the MNC out of the country.

28

However, in a case where the acquirer and/or the deal are perceived as a threat to the less powerful institutional inhabitants embedded in and enacting the subdominant configurations, the threatened actors do not go through the normal channels. Strategies other than the rules of the game are used to neutralize the threat, such as labeling (Becker,

1963), stigmatization (Hudson & Okhuysen, 2009; Devers et al., 2009; Hudson, 2008;

Goffman, 1963), and scandal (Adut, 2008, 2005, 2004). Due to their weak power bases, less powerful actors may intentionally bypass the normal channels of appeal to oppose and halt the deal and the parties associated with the deal.

The less powerful actors form the initial group of inhabitants who oppose the deal and/or the MNC. Since the normal channels do not work for these actors, it is hard for them to effectively argue against the deal in a way that promotes their self-interest.

Failure is highly likely if the less powerful actors do not have support that substitutes for the inaccessible channels of appeal. Therefore, these actors need some sort of support that provides them with an alternative power position. An alternative power position is crucial for the actors, because they need the position to be able to effectively argue against the deal. Populist support supplies the actors with such an alternative power position, giving the subdominant actors the opportunity to stand against the normal channels. Therefore, the actors work to ensure that the appropriate audience is targeted and mobilized through politicization of the deal.

For example, in the Dubai Ports World acquisition, Eller and Company was the first to start opposition against the threat of the Emirati MNC. The company attempted to make a case against the deal through both the legislative and regulatory channels; however, every attempt failed. Acknowledging the ineffectuality of the regulatory and

29

legislative channels, Eller and Company had no other choice but to work around the established system. Through hired attorneys and a lobbyist, the company contacted

Senator Schumer, whose interests aligned with those of Eller and Company. Once the alliance between Eller and Company and Senator Schumer was formed, Schumer both politicized and publicized the Dubai Ports World acquisition of the six U.S. Ports.

Overall, in the host countries, only specific institutional inhabitants politicize the cross-border deal and the MNC’s entry. The less powerful actors politicize the deal by promoting their own specific agendas in an environment marked by clear confrontation

(Vaara, 2003). I argue below that politicization of a deal can lead to a scandal, especially when the institutional inhabitants embedded in and enacting subdominant configurations are threatened by the deal.

In the following section, I will be conceptualizing the role of scandal in the emergence of a hostile reaction, and the subsequent incompletion of the cross-border deal.

Incompletion of the deal: scandal as an institutional process. The major work on scandal has been addressed by Adut (2008, 2005, 2004). Since his analysis of the phenomenon involves the examination of publicized disruptive transgressions, I will build my arguments to incorporate scandal as an institutional process based on his work.

Adut defines scandal as “a disruptive publicity of transgression” (2005: 219), which creates a “collective consciousness of a society, the media and the performative discourse uttered by moral entrepreneurs” (2005: 217). In this context, transgression is an everyday phenomenon allowing for insulating the politically marginalized other

(Stallybrass & White, 1986), while defining and maintaining the “purity inside” (Jenks,

30

2003: 34) the socially defined categories (Jenks, 2003). By definition, scandal is a process that not only makes the transgression visible, but also transforms it into a negative phenomenon, threatening specific institutional inhabitants. In other words, a transgression does not necessarily become condemned once it is visible. The extent to which a transgression is condemned depends not only the transgressive act’s offensiveness, but also more importantly on its disruptiveness (Adut, 2005).

As the result of a scandal, the transgressor becomes an “offender” (Adut, 2005:

214). Less powerful actors are involved in “making, promotion and enforcement of norms” (Adut, 2004: 531) within the subdominant configurations. Facing a transgression that threatens them, these actors make the values forming “we” salient through use of a discourse that turns the transgressor into an offender. The less powerful actors do not address every single inhabitant within the field, but only a select number of inhabitants. I name this selection of inhabitants intended audience. This intended audience identifies itself in opposition to the offender. This, in turn, makes it easier for the subdominant actors to unite the intended audience under the “we” category.

A discourse formed around the deal emphasizing ‘we’ empowers the institutional inhabitants who identify with it. This discourse is aimed to publicize the transgression, subsequently transforming the transgressor into an offender. In building the discourse, the less powerful actors use a specific language that makes the subdominant actors’ reaction appropriate through narratives that emphasize specific values (Van Leeuwen and Wodak,

1999). The intended audience identifies itself with the values and the narrative upon which this language is founded; therefore, the audience is “attentive and negatively responsive” (Adut, 2005: 218) to the offense committed. Once the communication

31

surrounding the transgression starts, the publicization process turns into a scandal process, which is an “episodic process of strategic interaction” (Adut, 2005: 231) within the intended audience.

From such a perspective, scandal is essentially a populist process in which the intended audience, in a continuous interaction with the subdominant actors, uses emotions and collective categories of meaning to evaluate the offender and the contaminated parties (Adut, 2005: 220; Adut, 2004: 530). The strategies used throughout a scandal bring together enforcement of specific norms (Adut, 2004: 530), which benefits the less powerful actors by emphasizing the norms; and therefore, enhances their standing within the target country. The less powerful actors essentially “exploit” (Adut, 2004:530) the shift in institutional configurations allowing for the “decline in prestige” (Adut, 2004:

530) of the powerful actors.

Subsequently, in the context of a scandal, it is not the offender or even necessarily the offense, but the publicity of the offense that matters (Adut, 2005:224). Therefore, reaction of authorities to the transgression is not essentially directed toward the offender, but rather toward the intended audience, to signal resolution and “moral virtue” (Adut,

2005: 231). A lack of action on the part of authorities can easily be seen as “moral deficiency” on their part (Adut, 2005: 231). The longer the authorities wait to offer a solution, the more scandal diffuses throughout society, which in turn extends the boundaries of the intended audience, and also contaminating the other parties who can be associated with the offender. The interaction within the intended audience generates “a feverish self-feeding fury” that reinforces reciprocal rage, which in turn, influences the way scandal is resolved (Adut, 2005: 238).

32

Within the context of a hostile reaction against a cross-border deal, in the construction of a collective discourse, the less powerful actors initiate the labeling of the

MNC as the actor committing a transgression, and the deal as the transgression, politicizing the foreignness of the MNC and the disruptiveness of the deal. The less powerful actors appeal to intended audiences by developing a discourse that emphasizes, in this case, the “domestic” vs. “foreign” binary. These actors transform the deal from an ordinary market transaction to a threat that endangers the very existence of norms and values, if not the safety or even the very existence (if the threat is one of terrorism), of the intended audience. From this point on, the threat that the MNC and the deal represent becomes an existential one for the audience identifying with the domestic vs. foreign binary.

Unified by a fervent reaction to the transgression, the intended audience essentially aims to “purify the social arena of all that is profane” (Adut, 2005) referring to not only the offender, but also, all the parties associated with the offender. Therefore, the less powerful actors try to make sure that the scandal evolves into a “very profane phenomena” (Adut, 2005: 217) that will contaminate whoever gets close to or is already related to the offender. Scandals often become dramas of exposé with no limits as to what can become public. Such dramas can even yield to systemic crises for the contaminated third parties (Adut, 2005: 220).

In this process, the MNC or the deal as such does not matter; what matters is the attention that scandal creates. It was for this reason that, in the case of the Dubai Ports

World deal, government officials intervened in the cross-border deal. The intervention

33

was an attempt to stop further contamination of the elites within the government and the state bureaucracy by revealing virtue.

By working around the normal procedures in order to generate a scandal, the less powerful actors also bypass other regulatory processes, “discredit [the powerful inhabitants] and [their] appointees in the judicial process, and compel [other inhabitants within and across fields] to adopt increased enforcement measures” (Adut, 2005: 235).

Considering the social costs of a wide range of publicity and contamination that the scandal brings (Adut, 2005, 2004), it is natural that the inhabitants representing the dominant institutional configuration do not resort to publicizing the deal.

When the institutional inhabitants embedded in and enacting subdominant configurations become aggrieved, scandal may not be their first solution to the problem.

For example, in the Dubai Ports World acquisition, Eller and Company first tried to find a solution using appropriate channels of appeal, such as the legal system. Eller and

Company hired a lobbyist and worked on publicizing the deal through Senator Schumer, only after being turned down by the London High Court and CFIUS.

Once the deal was brought to the attention of the Democratic Senator, Charles

Schumer, the deal took on an entirely different meaning, initiating the publicity surrounding the deal. Senator Schumer successfully publicized the deal by skillfully crafting a discourse that was built on the painful experience of September 11th, and the possibility of a future terrorist attack. Whatever was domestic became galvanized in his speech; the intended audience embraced this emphasis on the Americans, we, at the expense of Dubai Ports World, the other, as a foreign transgressor.

34

A bipartisan group of senators led by Schumer introduced legislation to suspend the Dubai Ports World deal immediately. Representative Peter King, Republican, introduced a supplementary bill in the House of Representatives with over ninety co- sponsors (The Wall Street Journal, February 28, 2006). After Schumer and King criticized the deal, a significant number of Homeland Security professionals (such as former Secretary Tom Ridge and former inspector General Clark Kent Ervin), as well as

Republican and Democrat senators, representatives, governors and mayors all around the nation, raised their concerns (The Washington Times, February 21, 2006). The main concern cited was the security of the nation. To refute the claims, U.S. Fed News

(clearing house for all public comments made by Congressional members) announced:

Dubai Ports World will not manage port security, nor will it own any ports. Dubai Ports World would take on the functions now performed by the British firm P&O—basically the off- and on-loading of cargo. ...private companies such as P&O and Dubai Ports World simply manage and operate individual terminals within the ports. ... The UAE has been extremely cooperative on counter-terrorism and counter-proliferation and has provided considerable support to U.S. forces in the Gulf and to the governments and people of Iraq and Afghanistan. The UAE is an established partner in protecting America’s Ports. (U.S. Fed News, February 22, 2006)

Yet, this statement did not ease the concerns of the opposition. The fury surrounding the deal did not subside; on the contrary, it kept getting bigger. Despite

President George W. Bush threatening to veto any legislation that attempted to stop the deal (The Washington Times, February 22, 2006), opposition against the deal did not subside. This opposition eventually led to a plunge in approval ratings for the President

(CNN, March 10, 2006). The Republican House Majority leader named the deal a “big political problem” that pressured the legislators facing elections in November by putting them between voters who largely opposed the acquisition and the White House that

35

supported the deal (The New York Times, March 10, 2006). Facing a disapproving public close to elections, the White House became increasingly reluctant to push the deal through. Finally, seeing the impermeable environment, Dubai Ports World withdrew its bid (The New York Times, March 10, 2006).

In summary, realizing the futility of its attempts through normal or judicial channels, Eller and Company focused its efforts on going around the legal system. The company’s failure to get their voice heard through judicial processes revealed that the procedures and processes maintaining the dominant institutional configuration—which sustained the power base of large corporations and the government supporting them— were not working for Eller and Company. By evading the appropriate procedures, Eller and Company also bypassed the political pressures by discrediting the George W. Bush cabinet and the Commissions that initially approved the Dubai Ports World deal, and by compelling Representatives in both the Senate and the House to adopt increased enforcement measures.

Considering the social costs, a wide range of publicity and contamination that the scandal brought (Adut, 2004, 2005, 2008) and their positioning within the institutional field, it is only natural that the inhabitants embedded in and enacting the dominant institutional configuration do not resort to publicizing the deal. These powerful inhabitants enact, define and maintain what is appropriate and normal. They do not need to bypass the regulatory and judicial channels to deal with threats that emerge. On the contrary, going around the regulatory and judicial channels is generally the only option that the less powerful inhabitants have.

36

Proposition 1: The power of subdominant actors is inversely related to the attempted generation of scandal.

Incompletion of the deal: mobilization and hostile reaction as institutional outcomes. Regarding cross-border deals that hurt the interests of the less powerful actors, the powerful inhabitants usually do not do anything out of the ordinary. If the normal procedure for the cross-border deals is non-interference, then the powerful actors let the deal be completed. As long as the deal adheres to the host country’s rules of the game, which are defended and enacted by the powerful inhabitants, the deal is good to go.

Affirming the meanings and practices fostered within the host country, a completed deal only strengthens the power position of the powerful actors. Just as these inhabitants refrain from doing anything that hurts their power positions, they will keep away from interfering in cross-border deals. Powerful actors will also use their advantages to halt any attempt that tries to interfere with the completion of the deal.

Therefore, the less powerful actors will face not only the resistance of regular channels of appeal, but also powerful inhabitants in their attempts to stop completion of the deal. The less powerful actors have to ensure that their voices and stories are heard, in order to get the support that will give them leverage against the powerful inhabitants. In the case of less powerful actors, the louder the attempts of the opposition, the better it is.

This is where scandal comes in. Without scandal, the politicization attempts may go unheard, because it is easier for the powerful inhabitants to kill a small attempt on the part of the subdominant actors. Scandal is the main process that rallies a group of inhabitants who are negatively attentive to the deal. Through generation of an intended audience that identifies with the less powerful actor’s rhetoric, the scandal process

37

“reduces collective-action costs by constituting participants as already-organized collectives, and producing members committed to the cause (Schneiberg, King, & Smith,

2008: 639)”.

The discourse developed during the politicization process provides the less powerful actors with the means to fuel debate during the scandal process, refuting the taken-for-granted character of cross-border deals, and arguing for opposition as rational reaction. Subsequently, scandal publicizes the violation of meanings and the disruption of practices that specific inhabitants take for granted. These specific inhabitants forming the intended audience essentially defend the way they experience life.

Scandal gives the less powerful actors the opportunity to quickly discredit the offender and the powerful inhabitants associated with the offender with little coordination cost. Once the offender and the associated parties are discredited and disgraced, it is easier for the less powerful actors to exploit the fall of powerful inhabitants and to mobilize the intended audience.

Drawing on McCarthy and Zald’s (1977) definition of mobilization processes, in this dissertation, mobilization refers to the way institutional inhabitants across fields come together to make claims against the cross-border deal, allowing the less powerful actors threatened by the deal to gather resources to disturb the inhabitants of the dominant institutional configuration. Through use of established networks and resources

(Schneiberg & Lounsbury, 2008: 650), the less powerful actors mobilize the institutional inhabitants both inside and outside the institutional field.

The mobilized audience both reaffirms and extends the language and the practices that the less powerful actors promote in their communication. Identifying with the less

38

powerful actors’ language, which emphasizes the deal’s threat to specific values, the mobilized audience feels threatened. The more threatened the audience feels, the more aggressive and hostile it becomes against the deal and the ones associated with the deal.

The hostility revealed feeds back into the mobilization efforts, increasing the intensity and volume of the actions taken to protest the deal. The mobilized audience can protest the deal in various ways: petitions to congressional representatives, strikes, websites and blogs condemning the deal, organization of gatherings and so on.

In the following, I explain how Eller and Company indirectly disturbs the powerful actors through the scandal Senator Schumer initiates. Senator Schumer, by bringing together various audiences, generates an important resource for Eller and

Company; popular support that forms leverage against the power of dominant actors.

As soon as Senator Schumer attended the deal, the transaction took on an entirely different meaning, initiating the publicity surrounding the event. On Feb. 13, Senator

Schumer invited TV reporters to the New York Harbor to discuss a pending port deal.

Schumer received a great deal of publicity when he discussed his concerns about the

Dubai Ports World acquisition of Peninsular and Oriental Steam Co. Schumer named the sale a "grave security risk” (Curtiss, 2006: 26). Schumer’s voice even silenced the fact that after Jimmy Carter’s presidency (1977-1981), overseas-based companies operate as many as 80 percent of American terminals (Bloomberg News, March 9, 2006).

After the TV appearance of Schumer, in a matter of five days, a bi-partisan group of Senators and Representatives gathered to protest both the deal and government’s support of the deal. Senator Schumer, as the leading figure in the opposition, kept asking whether the Americans could trust Dubai to operate the U.S. ports “in the post 9/11

39

world” and whether the Americans could afford to outsource their own security (The

Washington Times, February 24, 2006).

Political figures who expressed opposition to the deal included Senators Hillary

Rodham Clinton (D-NY), Robert Menendez (D-NJ), Charles Schumer (D-NY), Bill Frist

(R-TN), Lindsey Graham (R-SC), and Congressman Peter King (R-NY). Aside from comments published on the online version of newspapers, online media platforms—such as the New Republic, Democratic Underground, Politicalvine.com, and Firehouse.com— hosted forums and blogs that openly opposed the deal. For the audience who identified with the rhetoric of Senator Schumer, the deal was no longer a cross-border transaction but “the most reprehensible, ill-conceived and dangerous thing that [an American can ever see]” (GeorgeWendtCFI, February 21, 2006), a deal allowing an “Islamic entity establishing a beachhead” (3_if_by_Treason, February 21, 2006), and a mistake that will threaten the very existence of the U.S. (Simon, February 28, 2006).

In the end, the scandal succeeded in generating an American public opinion that revealed how irritated the constituents were. According to a Bloomberg/Los Angeles

Times Poll released March 8, respondents opposed the takeover by a margin of 3 to 1

(Bloomberg News, March 9, 2006). The timeline in Table 3.1 below shows the speed of the transformation, from an ordinary cross-border bid to a threat that the Dubai Ports

World deal goes through.

40

Table 3.1

DP World Bid for P&O: Timeline

November 29 – P&O agrees to the bid of DP World January 2006 - PSA (Port of Singapore Authority) International offers contesting bid for P&O January 26, 2006 - DP World outbids Port of Singapore for P&O February 10, 2006 - Port of Singapore drops out of bidding for P&O February 10, 2006 - DP World wins P&O with bid of $6.8 billion February 13, 2006 – Senator Charles Schumer discussed his concerns about the port deal with the television reports at the New York Harbor: Called the deal a “grave security risk” February 15, 2006 - Bipartisan group of lawmakers from House and Senate call on administration to open broader review of Dubai Ports deal February 17, 2006 - Sens. Hillary Clinton, D-New York, and Robert Menendez, D-New Jersey, announce plan to introduce legislation blocking sale February 18-19, 2006 - Opponents of the deal voiced their concerns, including Democrat Senator Charles Schumer and Republican Senator Lindsey Graham, the chairman of the House of Representatives Homeland Security Committee. February 18, 2006 - Rep. Frank LoBiondo, R-New Jersey, promises legislation to require U.S. citizenship of port security officials February 19, 2006 - Homeland Security Secretary Michael Chertoff defends the deal February 20, 2006 – P&O announces that the firm is confident of DP World Takeover February 21, 2006 - Senate Majority Leader Bill Frist, R-Tennessee, and House Speaker Dennis Hastert, R-Illinois, among lawmakers calling for the administration to stop the deal; Frist promises legislation February 21, 2006 - President Bush vows veto of any legislation blocking deal February 23, 2006 - DP World and the White House agree to delay the ports deal, to give the president more time to convince members of Congress there is no threat to national security March 2, 2006 - Britain's High Court tentatively approves DP World's takeover of Britain's P&O, giving the company the rights to run operations at six key U.S. ports March 6, 2006 - London High Court refuses appeal by U.S. ports operator Eller & Co. over the DP World takeover of P&O March 6, 2006 - Congressman Peter King, R-New York, sends new compromise proposal to the White House. It suggests DP World sub-contract operations of the ports to U.S. companies March 7, 2006 – Senator Schumer and Peter King issue a common statement against deal March 8, 2006 – Congress declares war on DP World deal March 8, 2006 - House Appropriations Committee votes 62-2 to block ports deal March 9, 2006 - Speaker of the House Dennis Hastert and Senate Majority Leader Bill Frist tell President Bush the ports deal appears dead on Capitol Hill March 9, 2006 - Dubai Ports World agrees to turn over all of its operations at U.S. ports to a U.S. entity, says Sen. John Warner, R-Virginia, reading a statement from DP World

41

Scandal is not like rumor or gossip, which needs several channels to travel within and across fields. With little coordination cost, a fast and wide reach to audiences, and no need for criteria of proof, scandal undermines the reputation and social standing of both the offender and the ones associated with the offender (Adut, 2005: 218-221).

Subsequently, scandal allows for the less powerful actors to gather various audiences and make claims against the deal, which in turn disturbs the powerful actors.

Proposition 2: Mobilization of the intended audience depends on the emergence of a scandal.

The loud and clear hostile reaction of the mobilized audience almost suffocates the powerful actors by disrupting the taken for grantedness of the advantages they enjoy.

The power, which constitutes inhabitants embedded in and enacting dominant configurations, starts to malfunction because the opposition of the subdominant actors disturbs the power balance distinguishing the powerful from the less powerful. Such an interruption of meaningfulness of life threatens the powerful inhabitants. Now it is the powerful actors whose power position, practices, or perhaps even existence is threatened.

Therefore, the reaction of the powerful actors is an attempt to put an end to the disruption that these actors experience. The longer it takes for the authorities to offer a solution to the threatened actors, the more protests and hostile reaction diffuse throughout the target country, engaging more audiences and contaminating even more of the powerful actors. Overall, the interaction within the intended audience reinforcing a reciprocal rage influences the way scandal is resolved (Adut, 2005: 238). For instance, from the emergence of scandal on February 13, until the George W. Bush government

42

backed out of supporting the DP World bid (March 9), the actors opposing the deal kept taking actions that not only maintained the attention of the audiences about the deal, but also discredited the government and the government agencies.

Once the Congress “declared war” on the DP World bid on March 8th, with House

Appropriations Committee blocking the deal, the George W. Bush government withdrew its support for the deal. On March 9th, DP World issued a statement informing the

Congress of the Emirati MNC’s withdrawal from the U.S. market (CNN, March 9, 2006).

Overall, facing a mobilized hostile group of inhabitants who seemed to have vowed to take the deal down, the target country authorities usually intervene either to advise the acquirer MNC to withdraw the bid or to rule against the completion of the deal. Seeing the impermissible environment, the MNC can also withdraw the bid on its own. Given these points, the strength of hostile reaction within the target country does not allow for the acquirer to complete the bid in any way.

Proposition 3: Scandal generating the hostile reaction leads to incompletion of the deal.

In this chapter, I provided the conceptualization of the institutional processes and outcomes leading to cross-border bid incompletion. To make the conceptualization more accessible throughout the chapter, I gave real life examples from the case that inspired my dissertation study. Overall, I argue that a deal becomes problematic only when it can be politicized; hence, serving as a means to specific inhabitants in expansion of their power position. Hostile reaction is highly selective; therefore, it does not happen every day. However, this does not mean that the deals receiving such reaction are exceptions.

43

Accepting such cases as exceptions prevents us, the researchers, from seeing the systematic tension underlying these deals.

In the next chapter, I will describe my methods of empirical study, which allow for the application of the conceptualization developed to a wider range of cross-border case.

44

IV. METHODOLOGY

Sample Selection and Data Collection

The focus of this study is the examination of the institutional processes and outcomes leading to incompletion of cross-border M&A deals announced by MNCs.

Only deals involving the acquisition of 50% and above the target (Seth, Song, &Pettit,

2000, 2002) with transaction value of, or exceeding, US $100 million (Chakrabarti,

Mukherjee, & Jayaraman, 2009) are included in the sample. I have included announcements for increasing control of the target, 50% and above ownership, within the sample as well. The time frame is the period between 1997 and 2012.

Data collection. In data collection, I looked for cross-border bids creating controversy in an effort to find bids involving scandal. Controversy is defined as a

“disagreement among large groups of people” (merriam-webster.com) “typically when prolonged, public, and heated” (google.com). As a process publicizing a condemned transgression, scandal may well be a source of controversy.

I used three strategies to find controversial cases that may reveal scandal: 1)

Examination of withdrawn deals in the dataset provided by SDC— Thomson Reuters

Securities Data Corporation, 2) Google search with key words such as “controversial acquisition bid,” “economic nationalism international acquisitions,” “failed M&As,” and

“opposed takeover,” and 3) case searches based on cases already found, using news articles, industry press and consultancy reports. 45

Case selection. The first strategy yielded 16 cases, while the second and the third strategies generated 22 cases. Below I provide an overview of case selection process starting with SDC database.

My criteria for SDC data collection were different target-host country pair and acquisition of more than 50% stake involving 100 million USD and more. At the end of the collection process, for years between 1997 and 2012, I collected 11,725 deals.

To filter the withdrawn and incomplete deals, I looked for lack of “date effective”1. Out of 11,725 cross-border deals, 39 deals did not have any effective date with the status being either “withdrawn” or “partial completion”. Out of these 39 deals,

16 deals fit my definition of cross-border deals with ultimate parent organizations being from different countries.

None of the 16 cases provided by SDC were eligible for further study (see Tables

4.1 and 4.1a for more detailed account involving the tables providing deal descriptive information, short explanation and reason for ineligibility). While none of the cases showed any kind of publicized controversy, five of the cases were completed at a later date and five other cases were partially completed by owning a majority stake (more than

50 %).

A preliminary analysis of the 22 cases found through Google and related search result showed that, although involving some controversy, 16 of the cases were not suitable for further research. The main reasons for disqualification can be listed as: 1)

1 According to SDC, “date effective” means: All deals completed within the specified effective time range, but were announced prior.

46

completion of the bid at a later date or involving a bid for less than a 50% stake (Table

4.2), 2) inadequacy of media coverage on the case (Table 4.2a), 3) subject of a hostile attempt (Table 4.3), and 4) host country language being other than I could code, namely

English, German and Turkish and lack of English media from host country in LexisNexis

(Table 4.4).

For further selection of cases, I used the number and content of media coverage within the host country using LexisNexis2. Media coverage is chosen as a criterion because, as mentioned before, scandal is the publicization of a condemned transgression, which “must be communicated to an audience that is negatively oriented to it” (Adut,

2008: 16) and “lasts as long as there is significant and sustained public interest in it”

(Adut, 2008: 11). Media is essential in the communication of a transgression to an audience, especially when the audience is “not physically co-present” (Adut, 2008: 17).

Therefore, in examination of scandal, publicization of the bid and the coverage thereafter are necessary for the analysis of scandal and the following processes.

As examination of scandal involves an analysis of the host country media, I excluded cases where the language was other than I could code (Turkish, English or

German), such as France and Spain. This criterion led to exclusion of the bids for Endesa

(Spain), Eramet (France), Danone (France) and Suez (France).

Additionally, I did not include hostile bids in my data analysis because they can be considered as instances of “provocation” (Adut, 2008: 31) within the host environment. In case of a provocation “the violator both breaks the norm and challenges the public by flaunting the transgression” (Adut: 31). Considering the fact that larger

2 LexisNexis, a member of Reed Elsevier, is a global provider of searchable documents and records. 47

MNCs with more visibility attract more attention within the host environment, creating additional requirements for acceptability (Crilly, 2011; Kostova & Zaheer, 1999) and making the MNC more vulnerable against the attacks of various interest groups (Kostova

& Zaheer, 1999), a hostile takeover attempt becomes an issue as soon as an announcement is made. The announcement of the hostile attempt can be considered as a public display of defiance, because the bidder communicates the attempt without any reservations. A hostile takeover attempt, an attack on a domestic firm by an undesired suitor, is provocative because it “challenges” (Adut, 2008: 31) the host country actors.

Therefore, in this case, the transgression does not require the work of domestic actors to be condemned and the bidder’s action is perceived as threatening as is. In this dissertation, I am mainly interested in bids that require intensive framing by domestic actors to become an issue in the host county. The deals I have analyzed would not have become controversial without the framing efforts of the domestic actors.

At the end of this preliminary analysis, I isolated six cases: News Corp. bid for

BSkyB, CNOOC bid for Unocal, London Stock Exchange bid for Toronto Stock

Exchange, Singapore Stock Exchange bid for Australian Stock Exchange, Time Warner bid for EMI and Dubai Aerospace bid for Auckland Airport. While there is no ideal number of cases in cross-case studies, a number between four and ten cases usually works well (Eisenhardt, 1989). I had allowed the six cases for a framework with complexity that has empirical grounding. The number granted an in-depth analysis of each case with large volumes of data making it possible to cope with complexity

(Eisenhardt, 1989).

48

Data Analysis

Case Study Method. As the single case study of Floris et al. (2013) showed, incompletion of high-profile cross-border deals are not the norm. These kinds of deals are rare indeed. A thorough understanding of such cases requires an in-depth analysis of each case (Yin, 2008) for the processes leading up to incompletion. Additionally, this dissertation involves an in depth examination of a contemporary phenomenon within its real-life context, making a case-based approach appropriate (Yin, 2008). Considering the nature of the focal phenomenon, the kind of questions this dissertation posed in examination of the phenomenon (why and how) and data available, I used the case- replication (cross-case synthesis) method (Eisenhardt, 1989; Yin, 2008).

In development and refinement of the framework, case-replication (cross-case synthesis) method (Eisenhardt, 1989; Yin, 2008) forced me to look beyond initial impressions of the case inspiring the conceptualization, Dubai Ports World acquisition of six U.S. ports, and see evidence through multiple lenses (Eisenhardt, 1989). Along with replication technique, I also used chronology development technique (Yin, 2008) in analysis of the six cases.

Case replication technique is an iterative step consisting of systematic comparison of the framework developed in the first stage with the evidence from each case to evaluate how well or poorly the frame fits with the case data (Eisenhardt, 1989). Figure

4.1 adopted from Yin (2008) shows how the case-replication process takes place. I treated each case as a separate study (Yin, 2008) that explained how or why scandal, mobilization and hostile reaction leading to bid incompletion took place. These explanations became narratives for each case, which were categorized under “Process

49

Progression.” I also constructed word tables that show the data from single cases (Yin,

2008) according to the theoretical constructs. These tables allowed me to see how each construct differed or stayed same across cases.

Examination of cases one by one and looking for patterns confirming/ disconfirming emergent framework allowed for a better understanding of “dynamics underlying the relationships, ‘why’ of what is happening” (Eisenhardt, 1989: 543). Such an understanding of why emergent relationships occur in a certain way was crucial to establishment of internal validity (Eisenhardt, 1989).

This step is comparable to traditional hypothesis testing research, the main difference being examination of each hypothesis for each case, not for an aggregation of cases (Eisenhardt, 1989). Systematic comparison allowed me to constantly compare my framework and data in refinement of the framework so that it “closely fits the data”

(Eisenhardt, 1989: 541). As Eisenhardt (1989) pointed out, a close fit is crucial in development of a theory because it brings out new insights from data and “yields an empirically valid theory” (541). The underlying logic of this method is replication, treating a series of cases as series of experiments in which each case serves to confirm or disconfirm the hypothesis (Yin, 1984, 2008). Every case confirming the theorized framework or the emergent relationships increased confidence in validity of the relationships (Eisenhardt, 1989). On the other hand, the cases that disconfirmed the relationships, mainly the Warner-EMI case, allowed me to refine the framework by defining a boundary condition.

I iteratively organized evidence for each construct (Eisenhardt, 1989) both to test whether my definition applied and to improve my definitions if the data showed

50

divergence from my theorization. The tables developed allowed for testing and sharpening construct definition and validity (Eisenhardt, 1989). And I searched evidence for "why" behind the relationships, which builds internal validity (Eisenhardt, 1989). To build internal validity, I compared my findings with conflicting literature, liability of foreignness. Additionally, to sharpen generalizability and improve construct definition, I conducted a comparison with similar literature (i.e. Adut, 2005, 2008; Gulbrandsen,

2007; Lindsay, 2008; Riad & Vaara, 2011; Schneiberg & King, 2008; Soule & King

2006; Soule & Olzak 2004).

Additionally, I developed chronologies for each case, which allowed me to trace events over time (Yin, 2008). This technique is not only a descriptive tool, but it also has crucial analytical purpose (Yin, 2008). It was through this technique I realized that the processes in my framework were not linear, but simultaneous. I arrived at this conclusion once I compared proposed chronological order to actual chronological order observed.

When I realized this pattern, I made cross-case comparisons to see whether the simultaneous nature of three processes, politicization, mobilization and hostile reaction, was the same for all the cases. And, this comparison to other cases strengthened the inference that those three processes happened simultaneously within the scandal process.

I relied on two analytical strategies to develop and refine the framework. I used the theoretical propositions I developed to focus on certain data and to ignore others and I examined the data for rival explanations (Yin, 2008), especially ones related to liability of foreignness. The propositions proved to be really helpful in guiding the case analysis.

Examination of rival explanations enhanced the internal validity, generalizability and theoretical level of my framework (Eisenhardt, 1989). Subsequently, addressing and

51

rejecting rival explanations increased the level of confidence one can place in my findings (Yin, 2008).

Although the final framework is result of an iterative process that relies on empirical data, my approach to data analysis should not be confused with the grounded theory approach (Glaser & Strauss, 1967). In this dissertation, I synthesized the use of prior theory with observations from data analysis. The approach I take is associated with the adaptive theory developed by Layder (1998). Adaptive theory puts an emphasis on utilization of prior theoretical ideas and models in guiding the research and generation of theory from the ongoing analysis of data (Layder, 1998: 19). The approach is a result of an interchange and dialogue between macro (i.e. institutions, power and reproduced practices and social relations—system elements) and micro (i.e. actors’ meanings, activities and intentions—lifeworld) levels highlighting the linkages between lifeworld and system elements of society (1998: 27). This approach was a perfect fit to my framework development because it allowed me to focus connections between micro and macro levels.

Analysis. Data analysis is composed of six main stages.

In the first stage, which basically formed the basis of my dissertation proposal, I went through stages that led to the propositions presented. I examined the related prior literature and studied the case inspiring my study, Dubai Ports World acquisition of six

U.S. ports, to gain familiarity with the data. This study allowed me to develop my case protocol, which guided my case selection and coding.

Guided by case protocol, in the second stage I selected the cross-border bids that were identified previously. Once I identified the six cases, I used my propositions, rival

52

explanations and case protocol to collect data on each case. In the third stage, I familiarized myself with the data for each case while doing the data collection and subsequent organization. I developed a feeling for actors involved, host country political climate, and industry. The raw data was organized according to country of origin (host vs. bidder) and type of evidence (news article, blog, commentary, video, social platform comment) (See Table 4.6).

Although the research question involves the time between announcement and withdrawal, I collected data spanning the period between deal announcement rumors and loss of interest in the deal. Such an extended time frame allowed me to observe change of attitude in the host environment, to obtain background information on the actors denouncing the deal as a threat and to assess extent of scandal. Especially in cases such as CNOOC bid for Unocal and LSE-TMX merger, extra information on behind the scenes lobbying and opposition alliances formed were reported after the termination of the deal. So extending the timeline for each deal allowed me to capture extra data on both the actors involved and the host country environment.

My analysis focused on mainly media texts and, where available, comments, blogs, social platform discussions and YouTube videos (especially ones depicting emotional outbursts in Parliament/Congress). Table 4.6 provides a summary of the data sources and counts per case.

The premise of focus on media accounts is the fact that the popular press is a key site wherein representations both reflect the audience interest (Adut, 2008) and the framing of the within the host country. As prior research showed media texts are important and accessible representations of discourse on M&As (Riad & Vaara, 2011).

53

They include direct opinions or statements by politicians, threatened actors and their allies who aim at influencing audiences rhetorically. Additionally, “media texts are readily available through various research databases that serve as a rich repository” (Riad

& Vaara, 2011: 743) allowing me to collect rich data for systematic analysis of processes leading to cross-border deal incompletion. I confined the data collection to the host country newspapers, because I was interested in the accounts of local actors, not an interpretation or commentary of their actions by different country actors. At the end of data collection process, I had over 1,028 news articles published in the local press, 47 videos from various sources, six social platforms with discussion sessions and two social activist organizations’ websites. The main source of media text was LexisNexis search engine, which was supplemented by online host country media searches. This was mainly due to requirements of the questions asked in the study. Not every article or commentary gives adequate information on actors involved or processes emerged.

Having collected data, in the fourth stage I started coding. For coding I used a computer-assisted tool called Dedoose. Dedoose is qualitative data analysis platform application for analyzing text, video, and spreadsheet information. Dedoose was helpful in coding and categorizing large amounts of narrative text I collected in the prior stages.

My coding involved two cycles: first and second cycle coding (Saldaña, 2010). Tables

4.7 and 4.8 give insights on the coding process by revealing the Dedoose coding by count

(number of coded passages and code application per case) (4.7) and coding scheme guided by constructs and emergent themes (4.8).

In first cycle coding, I coded the news articles on the basis of “in vivo” words

(open coding) and structural coding (Saldaña, 2010). In in vivo coding involved phrases,

54

terms, or descriptions offered by threatened actors (if visible), denouncers and their allies.

These words allowed me to observe how the threatened actors and their allies perceived the cross-border deal, how they framed the deal and how they tried to appeal to multiple audiences. Additionally, I labeled and indexed these words in terms of processes conceptualized, host country and industry definition and description of the bidder, the target and the deal. Throughout the coding process, I worked to capture the way actors framed and publicized the deal, how they tried to appeal to multiple audiences and whether these actors could mobilize the audiences they addressed. Furthermore, to assess the values or ideals the threatened actors and their allies used to frame and to denounce the deal, we utilized affective methods, such as values and versus coding (Saldaña, 2010).

These formed my first-order codes. I constantly compared coded documents with conceptual framework to see whether the emergent framework diverges from the one conceptualized. The differences and similarities were recorded in the memos written for almost every article coded. In total, I had 2,217 coded passages and 4,715 code application at the end of this process. Table 4.7 shows coded passages and code applications per case.

In second cycle I reassembled the data that I put into bits and pieces using axial coding (Saldaña, 2010). I organized the codes from the prior step into a framework, which drew relationships between categories. Here the purpose was to define the underlying narrative found in the relationships connecting categories. At the end of this process, not only did I have four main constructs in place (politicization (framing, co- opting of allies), scandal, mobilization and hostile reaction), but I also had an overview of the host country political climate and industry, in which the deal took place. To help

55

ensure the trustworthiness of my data, I met with my advisor Dr. Bryant A. Hudson, an expert in qualitative studies, and discussed codes and categorization until we had 100% agreement. Wherever there was disagreement, categories were modified. Tables 5.1.6a to

5.1.6n present my representative quotes tables that show the chosen quotes from the data best representing the constructs. Table 4.8 shows the coding scheme for one case,

CNOOC bid for Unocal. 0 stands for the root code, which were the theorized constructs.

An increase in number means sub-code (i.e.1 is a subcode of 0, while 2 is the subcode of

1). The table shows how the emergent, in vivo codes were categorized both based on emergent data and theorized constructs.

In the fifth stage, I conducted further examination of institutional background of the deals selected. Going through case data, I realized that political party arrangement within host country parliament/ congress, presence of upcoming elections, popularity of the incumbent government and the Prime Minister/ President made a difference in gathering of support for the opposition. Therefore, instead of focusing on political struggles (Schneiberg & King, 2008) within the host country, I examined the macro level institutional framework through an examination of the host country political climate. In examination of political climate, I focused on the field of state, namely

Parliament/Congress of the host country, and presence of upcoming elections. The prior studies suggested that the political and institutional contexts influence the extent to which actors succeed in mobilizing audiences (Schneiberg & King, 2008). At this stage I mainly used structural coding (Saldaña, 2010), labeling the political environment in terms of majority support in the parliament, presence of upcoming elections and strength of incumbent government.

56

Since an examination of the political environment required an analysis of incumbent government, including election and parliamentary system, I carried out an in- depth study of Commonwealth States’ Parliamentary System along with readings in the

Congressional System. I went through official reports provided by host country parliament/congress, media reports and encyclopedias, such as Britannica.com.

The final and the sixth stage was the consolidation of knowledge gained by this background analysis with the analysis of cases. This stage allowed me to have a better understanding of interested actors’ motives in framing and denouncing the deal as a threat. Having looked for meaningful patterns throughout the coding stage, I developed a rich and full explanation of each case. In this stage, I used the technique of explanation building to develop a narrative that specified an assumed set of causal links (Yin, 2008) and the way events leading to incompletion took place.

Throughout the analysis process, I worked on development of a case study database, which involved organization of data collected. I organized the data in terms of data evidence and reports on data, including memos, synopsis, timeline, process progression, evaluation on industry and political climate. Narratives for each case study are part of the database developed as well. This process increased reliability of the entire case study (Yin, 2008).

To further increase the reliability and construct validity of conceptualization, I gave utmost importance to maintaining a chain of evidence (Yin, 2008). This practice allows the external observers to follow the derivation of the evidence from initial research questions to study conclusions (Yin, 2008). I related my case reports (including memos, synopsis and process progression) to case evidence with citation (mainly news

57

articles and social platforms if available). Subsequently, the database has the actual evidence that the reports refer to. Throughout the analysis, I made sure that all the procedures conducted were transparent, well documented, and categorized (Yin, 2008).

Reliability Measures and Tests

Throughout the analysis process, I took several measures aiming to increase the reliability of the study, such as developing a case study database (Yin, 2008), maintaining chain of evidence (Yin, 2008) and measurement of interrater reliability for the study.

Next I will provide a summary of each step which I conducted to ensure reliability of my dissertation.

Case study database. I worked on development of a case study database, which involved organization of data collected. I organized the data in terms of data evidence and reports on data, including memos, synopsis, timeline, process progression, evaluation on industry and political climate. Narratives for each case study are part of the database developed as well. This process increased reliability of the entire case study (Yin, 2008).

Maintaining chain of evidence. To further increase the reliability and construct validity of conceptualization, I gave utmost importance to maintaining a chain of evidence (Yin, 2008). This practice allows the external observers to follow the derivation of the evidence from initial research questions to study conclusions (Yin, 2008). I related my case reports (including memos, synopsis and process progression) to case evidence with citation (mainly news articles and social platforms if available). Subsequently, the database has the actual evidence that the reports refer to. Throughout the analysis, I made sure that all the procedures conducted were transparent, well documented, and categorized (Yin, 2008). 58

Interrater reliability. In measurement of interrater reliability (IRR) in my dissertation, I used the Dedoose application and worked with two coders. Dedoose uses

Cohen’s kappa (Cohen, 1960) and pooled kappa (de Vries, Elliot, Kanouse & Teleki,

2008) in calculation of IRR. Next, I will provide an overview of the coefficients used by

Dedoose. This section is followed by Dedoose IRR results for the two raters coding a selection of media from three cases. You can find figures and tables related to interrater reliability tests in the appendices.

The early approaches to measurement of interrater agreement focused on the observed proportion of agreement, ignoring the chance related agreement among the raters. Meaning, some raters will classify some subjects in similar categories just on the basis of chance (Banerjee, Capozzoli, McSweeney & Sinha, 1999). Contrary to the earlier approaches, Cohen took the chance element into consideration by correcting the measurement of agreement for chance. Cohen’s kappa coefficient builds on the notion that the observed cases of agreement contain some cases for which the agreement was by chance alone (Banerjee et al, 1999).

In 1960, Cohen introduced the kappa coefficient to measure chance-corrected nominal scale agreement between two raters (Banerjee et al, 1999). Since its introduction,

Cohen’s kappa statistic (Cohen, 1960) has become widely used to evaluate interrater reliability (de Vries et al, 2008).

The kappa coefficient proposed by Cohen (1960) can be depicted as:

59

Where Pr(a) refers to the observed portion of agreement (P(o)) and Pr(e) refers to the portion of agreement expected by chance (P(c)).

Banerjee and colleagues (1999) explored the different approaches to the study of interrater reliability, for which the relevant data comprise either nominal or ordinal categorical ratings from multiple raters. The authors present a comprehensive compilation of the main statistical approaches to interrater agreement that use Cohen’s kappa or derivations from this coefficient. The study gives an overview of a) controversies and problems surrounding Cohen’s kappa and solutions to these issues in the literature, b) extensions to Cohen’s kappa and c) statistical alternative for cases involving more than two coders. The authors address issues such as kappa’s reliance on marginal distributions (discrepancies in different rater bias may influence the way raters allocate subjects to categories), grouping of two components of disagreement together

(due to bias versus different rank order) and treating of all disagreements equally, treating the responses as if binary. The authors also provide extension to Cohen’s kappa, such as kappa from paired data, inclusion of covariates, comparing kappa from multiple studies, case of multiple raters (K>2) and modeling of patterns of agreement.

However, Banerjee and colleagues (1999) do not mention a problem that is shared by most of the qualitative studies in social sciences, especially in the fields of sociology and anthropology. The qualitative data in research streams such as sociology and anthropology (i.e. generated by semi-structured interviews) often yield to extensive observations on a small number of subjects (de Vries et al., 2008).

60

Although there are references to a “pooled” kappa estimator in the applied social science literature, rarely is there a specification of how such an estimator is calculated

(Adamson, Bakeman, & Deckner 2004; de Vries et al., 2008). Oden (1991) and Schouten

(1993) studies, also mentioned in Banerjee and colleagues (1999) under “Kappa coefficient from paired data”, focused on the calculation of kappa when two graders rate pairs of eyes. De Vries and colleagues developed an alternative kappa estimator building on the idea presented in Oden (1991) and Schouten (1993). A summary kappa estimator can be defined in two different ways, which is referred to as pooled kappa (κ pooled) and averaged kappa (κ ave).

The authors argue that the proposed pooled kappa estimator efficiently summarizes interrater reliability by domain. It is more widely applicable and makes better use of scarce subjects than simply averaging item-level kappas. Since its introduction in 2008, the proposed kappa estimator has been used by several articles mainly in medical research (i.e. Burner, Menchine & Kubicek, 2014; Greene, Andrews &

Kuper, 2014; Liddle, Bennet, Shelley, David, Standen & Pachana, 2013; Quigley,

Martino & Brown, 2013; Al-Shboul, Ahmad, Nordin & Rahman, 2013; Chasteen, Pepper

& Caballero, 2012; Ganz, Koretz & Bail, 2010; Wu, Gibb & Li, 2010; Walling, Asch &

Lorenz, 2010; Scheuner, de Vries & Kim, 2009). The pooled kappa estimator of the de

Vries and colleagues (2008) is the coefficient that is used by Dedoose, as well.

De Vries and colleagues (2008) state that pooled kappa is applicable in situations where there are two observers, a small number of subjects, and a large number of measurements per subject, a common situation in anthropology and other fields of social science. An example in a case in which the measurements arise from the coding by two

61 274 FIELD METHODS

TABLE 1 Definitions of Quantities for the Calculation of Kappa

Coder 2

Coder 1 Assigned Code Did Not Assign Code

Assigned code P11 P12

Did not assign code P21 P22

independent coders of transcripts from a small number of semi-structured interviews, We can calculate the observed agreement as with a large number of items per interview. In such a case, calculation of a separate kappa PO = P11 + P22 value for each item would generate a large number of relatively unstable measures of and the agreement we would expect to see by chance alone as interrater agreement lacking a meaningful assessment of the overall agreement between PE = (P11 + P21) * (P11 + P12) + (P12 + P22) * (P21 + P22).

Kappa is then definedcoders. as First I will provide the expression for κ ave followed by κ pooled. Second, I will

PO – PE provide the κstudies = that .de Vries and colleagues (2008) conducted to establish the 1 – PE Although therecredibility are references and applicability to a “pooled” of the kappa measure. estimator Third, in I the will go ahead and provide applied social science literature, rarely is there a specification of how such an estimator is calculatedinformation (Adamson, on how Bakeman,Dedoose reports and Deckner interrater 2004). reliability Two results. Fourth and the last, I articles in the field of ophthalmology focused on the calculation of kappa when two graderswill rate showpairs ofthe eyes interrater (Oden reliability1991; Schouten scores 1993). for Dubai We build Ports case (initial test) followed by on the idea presented in these articles—that a summary kappa estimator can be defined in twoNews different Corporation ways, which and weCNOOC will refer cases. to as pooled kappa

(κpooled) and averaged kappa (κave). Typically, coders do not assignTo just summarize one code to large code number an entire of interview, kappa statistics resulting from large but rather tens, hundreds, or even thousands of codes, resulting in a large number of kappanumber statistics. of Tocodes, summarize one can these, use “averaged it might be kappa”, tempting which to is a simple arithmetic mean of J take a simple arithmetic mean of the separate J kappas, which we will call “averaged kappa”:kappas.

1 J ave j: = J j 1 X=

Alternatively, we mayAn average alternative over theis pooled separate kappa PO and that P theE instead authors of proposed. Pooled kappa is an kappa and substitute these averages into the kappa estimator: estimator in which average of portion of agreement based on observed agreement (Po)

and average of portion of agreement based on chance (authors use PE instead of Pc) Downloaded from fmx.sagepub.com at FLORIDA ATLANTIC UNIV on April 19, 2014

substitute these averagesDe intoVries et the al. / kappaPOOLED KAPPAestimator. 275

P P  O − E , pooled = 1 P − E with

with J  1 PO POj = J j 1 X= and

J 62  1 PE PEj = J j 1 X= Whereas variance in the numerator of individual kappas has an additive effect on total variance, variance in the denominator of individual kappas has a multiplicative effect. Averaging individual kappas may not efficiently reduce the variance-increasing effects of small denominators for individual kappas. Instead, use of a pooled kappa estimator that stabilizes the denomi- nator variance by pooling estimates of numerator and denominator terms before division may be a more efficient way to reduce the effect of variabil- ity in small denominators. To determine empirically which approach pro- vides a better estimate of the true pooled kappa, we performed a simulation.

METHOD

Our simulation consisted of the following steps:

1. The design points at which we evaluated our simulation consisted of all

20,089 possible combinations of {P11,P12,P21,P22}, for which κtrue > 0, with a resolution of 0.01, after eliminating redundant evaluations points that were identical except for exchanging rater 1 and rater 2. We refer to a given design

point as a set S* = {P11,P12,P21,P22}. This resulted in observed agreement rates of 19%–98% and true kappa values of 0–0.96.

2. For each set S*, we randomly and independently drew a series of 100 sets S1 . . . S100 of agreement matrices from a multinomial distribution with probabilities S*. This step generates observed relative frequencies from specified probabili-

ties. S1 . . . S100 represent 100 separate items over which we wish to calculate a pooled kappa statistic. Because they are randomly drawn from the same distri- bution, the ideal pooled κ statistic calculated over these series would be equal

to κtrue. We calculated both κave and κpooled,in addition to the squared error for both, defined as the squared difference between the pooled estimator and κtrue. Sampling was multinomial (only total sample sizes fixed), rather than product multinomial (row totals fixed). This simulation assumes no additional depen-

dence in agreement in raters beyond that determined by S* = {P11,P12,P21,P22}.

Downloaded from fmx.sagepub.com at FLORIDA ATLANTIC UNIV on April 19, 2014 De Vries et al. / POOLED KAPPA 275

De Vries et al. / POOLED KAPPA 275

PO PE pooled − , = 1 PE  − with PO PE pooled − , = 1 PE −J  1 with PO POj = J j 1 J X=  1 and PO POj = J j 1 and X= J  1 and PE PEj = J j 1 J X=  1 Whereas variance in the numeratorPE PofEj individual kappas has an additive = J j 1 effect on total variance, variance in theX= denominator of individual kappas has aWhereas multiplicative variance effect. in the Averagingnumerator individualof individual kappas kappas may has notan additive efficiently effectreduce on total the variance-increasingvariance, varianceIn in aneffects the individual denominator of small kappadenominators of individual coefficient, kappasfor individual hasthe variance in numerator (Po-Pc) has an a multiplicativekappas. Instead, effect. use of Averaging a pooled kappa individual estimator kappas that may stabilizes not efficiently the denomi- reducenator the variance variance-increasing by additive pooling estimates effectseffect of on ofsmall total numerator denominators variance, and denominator whereasfor individual variance terms in denominator (1-Pc) has a kappas.before Instead, division use may of abe pooled a more kappa efficient estimator way to that reduce stabilizes the effect the denomi-of variabil- natority variancein small bydenominators. poolingmultiplicative estimates To determine of effect. numerator empirically Averaging and denominatorwhich individual approach terms kappaspro- might not be able to decrease the beforevides division a better may estimate be a moreof the efficient true pooled way kappa, to reduce we theperformed effect of a variabil-simulation. ity in small denominators.variance To determine increasing empirically effects whichof small approach denominators pro- for individual kappas. Therefore, vides a better estimate of the true pooled kappa, we performed a simulation. METHOD calculating a separate kappa value for each item would yield a large number of relatively Our simulation consisted of the following steps: METHOD 1. The design pointsunstable at which measures we evaluated of interrater our simulation agreement. consisted Consequently, of all to efficiently reduce the effect Our simulation consisted of the following steps: 20,089 possible combinations of {P11,P12,P21,P22}, for which κtrue > 0, with a resolution ofof 0.01, var afteriability eliminating in small redundant denominators, evaluations points the thatauthors were proposed pooling the probability of 1. Theidentical design except points for at whichexchanging we evaluated rater 1 and our rater simulation 2. We refer consisted to a given of design all point as a set S* {P ,P ,P ,P }. This resulted in observed agreement 20,089 possible combinations= 11 12of {P2111,P2212,P21,P22}, for which κtrue > 0, with a resolutionrates of 19%–98% of 0.01,observed after and eliminating true agreement kappa redundantvalues and of 0–0.96.evaluations the probability points that of were chance agreement in both numerator and 2.identical For each except set S*, forwe exchanging randomly raterand independently 1 and rater 2. drewWe refer a series to a of given 100 designsets S1 . . . S of agreement matrices from a multinomial distribution with probabilities point100 as a set S* = {P11,P12,P21,P22}. This resulted in observed agreement ratesS*. of This 19%–98% step denominatorgenerates and true observed kappa before values relative of thefrequencies 0–0.96. division. from specified probabili- ties. S . . . S represent 100 separate items over which we wish to calculate a 2. For each set1 S*,100 we randomly and independently drew a series of 100 sets S1 . . . pooled kappa statistic. Because they are randomly drawn from the same distri- S100 of agreement matrices from a multinomial distribution with probabilities S*. bution,This step the generates ideal pooled observed Inκ statistic order relative calculatedto frequencies show over the fromthese applicability specified series would probabili- beof equal the pooled kappa estimate and its to κ . We calculated both κ and κ ,in addition to the squared error for ties. S1 true. . . S100 represent 100 separateave itemspooled over which we wish to calculate a both, defined as the squared difference between the pooled estimator and κ . pooled kappa statistic.performance Because they versus are randomly a simple drawn kappafrom the average,same distri- thetrue authors carried out a simulation that was bution,Sampling the ideal was pooled multinomial κ statistic (only calculated total sample over sizes these fixed), series ratherwould thanbe equal product multinomial (row totals fixed). This simulation assumes no additional depen- to κtrue. We calculated both κave and κpooled,in addition to the squared error for dence in agreement in raters beyond that determined by S* = {P11,P12,P21,P22}. both, defined as thefollowed squared difference by a field between test. the pooled estimator and κtrue. Sampling was multinomial (only total sample sizes fixed), rather than product multinomial (row totals fixed). This simulation assumes no additional depen- The simulation showed that on average the RMSE3 (square root of mean standard dence in agreement in raters beyond that determined by S* = {P11,P12,P21,P22}. Downloaded from fmx.sagepub.com at FLORIDA ATLANTIC UNIV on April 19, 2014 error for pooled estimator and true kappa, κ true), associated with κ pooled was smaller

Downloaded from fmx.sagepub.com at FLORIDA ATLANTIC UNIV on April 19, 2014 than the one associated with κ ave. The advantage of κ pooled over κ ave was especially

3 The authors justify their use of RMSE based on ease of comparison; RMSE is in the same units

as kappa and is comparable to the standard error of kappa (de Vries et al., 2008:276).

63

remarkable for the middle values for true kappa, where the error is high and need for precision is the greatest (2008: 276).

The authors followed the simulation with real life setting, where two interviewers coded twenty-five interview notes from one-hour interviews from a prior study (Teleki et al. 2007). Both coders coded six randomly selected interviews. The authors calculated κ pooled and κ ave over subsets of coding items in these interviews for comparison. This comparison supported the simulation by showing that the standard error of pooled kappa was smaller than the standard error of average kappa.

Both, the simulation and the field test of de Vries and colleagues highlight that pooled kappa is an equal or more efficient estimator than average kappa when inter-item dependence is zero or negligible. Average kappa shows small advantages compared to pooled kappa in cases where inter-item dependence is substantial. Such dependence suggests regrouping of items to increase homogeneity, which makes a summary measure of agreement questionable (2008:280).

In measurement of interrater reliability in my dissertation, I used the Dedoose application and worked with two coders. One of the coders is a second year PhD student at Florida Atlantic University who is specializing in qualitative research, while the other coder is an expert in accounting who holds a Bachelor degree in business and MBA from a U.S. institution in the south. From now, I will refer to these coders in explanation of the results as PhD coder and Practitioner coder.

The Dedoose training sessions (‘tests’) are specified based on the coding of an

“expert” coder/rater (me). The “trainee” (PhD coder and Practitioner coder) accesses the session and is prompted to apply codes to the set of excerpt making up the session.

64

During the exercise, the trainee is blind to the work that was done by the expert. Dedoose code-specific application results are reported using Cohen’s kappa statistic. Dedoose provides interrater agreement coefficient for two raters. Therefore, once the trainee took the test, his results were compared with mine, rather than other coder plus mine. To report an overall result for tests, the program uses the pooled kappa of de Vries and colleagues (2008). Additionally the result report provides kappa for each code tested in a separate table. Although one can upload and code videos and audio files in Dedoose, their testing is not available to this date. As I tested one video per case with small number of excerpts, I manually measured the other coders’ agreement with my coding. The coders were able to watch the videos on Dedoose and send back a report with their codes for the excerpts defined. Once I received the reports, I matched their coding of the excerpts with my coding. Reports on disagreements, visuals for each Dedoose test result (providing a colorful presentation for kappa score) and details on video tests for both coders can be found in the appendices section.

The training and test process using Dedoose started in April 2014 and finished in

May 2014. A week before the training session started, I sent both coders training material, including a study protocol, coding guide (meaning of each code along with examples), synopsis of the cases to be tested, an abstract of the dissertation and an explanation of training and test process. The meeting with the additional coders were held through a Skype conference. In this meeting, we covered the study protocol, coding guidelines, training process and short synopsis on the cases to be tested. Additionally, we talked about the background of the deals, such as country political system and the names and identity of the main actors. In the month following the initial meeting session, the

65

coders and I held Skype conferences whenever the coding of each case was completed.

Once we reached interrater reliability scores above 0.90, we scheduled a meeting over

Sykpe to discuss the disagreements. Every agreement reached increased the reliability scores.

For the initial reliability test on Dubai Ports World (DPW) deal using 19 excerpts from one article and one social platform, the pooled kappa score (De Vries et al., 2008) for the Practitioner coder was 0.92 and 0.87 for the PhD coder, which indicates excellent, almost perfect agreement overall (Cicchetti, 1994:286; Landis & Koch, 1977:165) (see

Figures 4.2a and 4.2b). Following, I tested the DPW video with five excerpts. The coding of both coders matched my coding of the excerpts 100%.

The Practitioner coder had a score of 0.92 and a score of 1.00 for all the codes but three sub-codes (Frame-Bridging, Govr. Support to the MNC and Govrn. Under

Pressure). Meaning, the Practitioner coder and I agreed on the coding of the excerpts, except for the use of three codes (see Table 4.9a). We had a discussion session on disagreements, once I explained the coder the codes to be applied more in detail, the coder agreed with my coding of the excerpts. For example, in the excerpt below, I had

“Host Country Configuration: Govr. Support to the MNC) as codes, but the coder did not agree.

“WASHINGTON - The White House yesterday shrugged off a call from a bipartisan group of lawmakers for congressional hearings into DP World, the United

Arab Emirates company that is set to control six major U.S. ports.”

I explained the Practitioner coder that “the first part of the sentence reveals that government ignored the call from the opposition, which highlights the support of the

66

incumbent government to the DPW deal”. Subsequently, he confirmed that he understood what I meant and he agreed with my coding.

The PhD coder reached a score 1.00 for all the codes but two codes (Govr.

Support to the MNC and Scandal) (see Table 4.9a). Meaning, the PhD coder and I agreed on the coding of the excerpts, except for the use of two codes in one excerpt. The excerpt below was the one that the PhD coder and I had disagreement. Although the PhD coder and I agreed on presence of “Host Country Configuration, Fragmentation of Elite”, we did not seem to agree on presence of “Govr. Support to the MNC” and “Scandal,

Allegation”.

“Although administration officials say there's nothing to worry about, Rep. Pete

King (R-L.I.), the head of the House Homeland Security Committee, said he was not convinced the government has done a thorough review of DP World and its operations.”

We had a discussion session following the test. I explained the PhD coder that the first part of the sentence reveals government support to the deal, while the last part shows

“Allegation” of Rep. Pete King, which reflects scandal. Subsequently, the PhD coder and

I agreed on our disagreements.

For the reliability test on CNOOC-Unocal case using 105 excerpts from 25 articles, the pooled kappa score (de Vries et al., 2008) for the Practitioner coder was

0.959 and 0.962 for the PhD coder (see Figures 4.3a and 4.3b). The results indicated excellent, almost perfect agreement overall (Cicchetti, 1994:286; Landis & Koch,

1977:165). A separate video test was also conducted (see Tables 4.10a and 4.10b). In this test, both coders and I achieved 100% agreement on one code that was tested “Hostile

Reaction”.

67

In the PhD coder’s test, kappa for all the codes (except for one) ranged from .92 to 1.00 highlighting excellent agreement (see Figure 4.3b). There were disagreements in coding of three codes in four excerpts (see appendices for test results and the detailed excerpts) (see Table 4.9b). When the coder and I had a post-test discussion on disagreements, we realized that disagreements in two excerpts were due to PhD coder’s weariness during the coding process. Meaning, the coder coded the excerpt for the sub- code but not the main code. For example, in the except below I coded for frame-bridging, which reveals politicization-framing processes, but the PhD coder coded for frame- bridging but not for politicization-framing processes.

“In addition, House Energy and Commerce Committee Chairman Joe Barton, R-

Texas, announced plans to hold a hearing on the offer, calling CNOOC "a front company for the Communist Chinese government."

We also resolved the other two disagreements, during our post-test discussion. In the following excerpt I coded for “Host Country Configuration, Fragmentation of Elites” while the PhD coder did not.

“The Bush administration has avoided the complaints about the Cnooc bid aired by members of Congress.”

I told the coder that according to my framework the fact that administration

‘avoids’ complaints of the Congress shows that the administration has a different view of the deal compared to the one of Congress. Subsequently, we agreed on the coding.

In the following excerpt PhD coder coded for “Govrn. Under Pressure”, whereas I did not see the administration being pressured.

68

“And any CFIUS review has the potential to yield internal administration dissent.

Deputy Secretary of State Robert B. Zoellick is seen as a strong voice to keep Washington from interfering in what CNOOC officials have described as purely a business deal, but other senior officials have long been wary of China's rising strength, including I. Lewis

"Scooter" Libby, the influential chief of staff of Vice President Cheney.”

In our discussion, I told the coder that this excerpt revealed more the way that the politicians within the administration are divided over the issue rather than the pressure they face from outside (i.e. Congress). Upon the explanation, the coder agreed with me.

One additional disagreement arose while we were discussing the results. In the excerpt below, I did not code for “Host Country Configuration, Govrn. Under Pressure”.

“A scheduled witness at the hearing, China hawk Frank J. Gaffney Jr. of the

Center for Security Policy, called Langdon's work on his firm's behalf "an insight into just how extensive China's tentacles are in official Washington."

The PhD coder told me that he saw the government being under pressure in this case. I informed the coder that for me this excerpt was not a strong evidence for government being under pressure. However, we also agreed that he should keep the coding in, as he felt strongly about it. With the resolved disagreements and one existing disagreement, the new pooled kappa score for PhD coder was 0.99 (see figure 4.2b).

Close to PhD coder’s results, the kappas in the results of Practitioner coder ranged from .90 to 1.00 highlighting excellent, almost perfect agreement (Cicchetti, 1994:286;

Landis & Koch, 1977:165) (see figure 4.2a). Out of 105 excerpts and ten codes tested, we had disagreements in eight excerpts and eight codes (see Table 4.9b). Practitioner coder and I held a meeting after the test to discuss our disagreements. The coder agreed with

69

me on two excerpts in use of “Hostile Reaction” and one excerpt involving use of “Frame

Transformation”.

For example, in the two excerpts below the coder and I disagreed on the use of codes. I coded the first excerpt as hostile reaction and the coder did not.

"But Cnooc also got caught up in anti-Chinese sentiment over some very different issues, ranging from textile trade to intellectual property to military spending."

In our post-test discussion, the coder agreed with me that the sentence was an evidence of hostile reaction against the CNOOC.

The Practitioner coder coded the second excerpt as an evidence of “Politicization:

Framing Processes, Frame Transformation” while I did not see presence of any frame alignment in this excerpt.

"The last ditch effort by agents of Chevron such as Rep. Richard Pombo (who has received numerous contributions from Chevron) to require additional studies regarding

China's energy policy prior to a CFIUS review is a transparent attempt to award victory to Chevron at a multi-billion dollar cost to the Unocal stockholders,"

In our post-test discussion, the coder agreed with me that claiming that there is a frame transformation in this excerpt would be reading too much in the given excerpt.

The Practitioner coder’s agreement with my coding increased kappa of “hostile reaction” from 0.96 to 0.99, and “Frame Transformation” from kappa of 0.97 to 1.00.

This agreement also took the pooled kappa score up to 0.968, again highlighting excellent, almost perfect agreement (Cicchetti, 1994:286; Landis & Koch, 1977:165) (see figure 4.2a). For the five remaining excerpts, I agreed with the Practitioner coder with his coding, which effectively took the pooled kappa score to 1.00. Two examples below

70

show that Practitioner coder brought a new insight to the excerpts that I have missed in my coding.

“By a vote of 333 to 92, the House on Thursday passed an amendment to an appropriations bill that would bar the Treasury Department -- which leads CFIUS -- from spending any money to approve the CNOOC takeover.”

I agreed with the Practitioner coder that the excerpt provided evidence for “Host

Country Configuration: Govrn. Under Pressure”.

“Chevron rolled out its Scottish-born vice chairman, Peter Robertson, for TV shows and newspaper interviews. Its lobbyists hammered on the issues of Chinese subsidies and fair trade, pushing members of Congress to wonder whether China would allow a U.S. company to make a similar play for a Chinese firm.”

For this excerpt as well I agreed with the Practitioner coder. The coder coded for

“Hostile Reaction” whereas I seem to have forgotten to do so. This excerpt is indeed a strong evidence for threatened elite actor’s hostile reaction against the MNC and the deal.

For the last reliability test on News Corporation-BSkyB case using 139 excerpts from 25 articles, the pooled kappa score (De Vries et al., 2008) for Practitioner coder was

0.974 and 0.986 for the PhD coder (see Figures 4.4a and 4.4b). The results indicated excellent, almost perfect agreement overall (Cicchetti, 1994:286; Landis & Koch,

1977:165).

In the PhD coder’s test, kappa for all the codes (except for one) ranged from .90 to 1.00 highlighting excellent agreement (see Figure 4.4b). There were disagreements in coding of five codes in six excerpts. Additionally, the coder watched the video for the case involving coding of seven excerpts. The coder’s coding of seven excerpts matched

71

mine 100% agreeing the way I coded the data (see Table 4.10a). Following, the coder and

I had a post-test discussion on our disagreements (see Table 4.9c). As we talked about our disagreements, the coder agreed with my coding of the data, which effectively took the pooled kappa score to 0.993 (see Figure 4.4b). In our Skype discussion, we actually realized that our disagreements in two excerpts (on “Host Country Configuration”) were due to PhD coder’s fatigue during the coding process.

For example, in the excerpt below although the PhD coder coded for the sub-code

(“problems within coalition”), he did not code for the main code (host country configuration). He informed me that it was mainly due to fatigue in coding.

“Allies of Vince Cable, the Liberal Democrat Business Secretary, say he would have referred the takeover to the Commission if he had remained in charge of media regulation.”

An example of the excerpts we agreed on is the sentence below. I coded the sentence for “Hostile Reaction”, but the PhD coder did not. When I explained the coder that, I considered “public revulsion” and “adverse media coverage” as evidences of

“Hostile Reaction”, he agreed.

"That triggered widespread public revulsion and adverse media coverage, forcing

Murdoch to close the News of the World."

Another disagreement we had was again on the coding of “Hostile Reaction”. I considered the sentence below as an evidence of “Hostile Reaction”; however, the PhD coder did not. In our post-test discussion, I explained to the coder that announcement of inquiries or call for inquiries, especially ones made by the Prime Minister of the host

72

country, revealed “Hostile Reaction”. Upon explanation, the coder agreed with me that this was indeed a strong evidence for “Hostile Reaction”.

“Let us be clear. There will be an inquiry, perhaps inquiries, into events. DAVID

CAMERON”

One last example of disagreement that we resolved is on the coding of

“Fragmentation of Elites”. In the excerpt below, PhD coder coded for “Fragmentation of

Elites”, whereas I did not. In our post-test discussion, I informed the coder that I could see an evidence of “Government Under Pressure” but not “Fragmentation of Elites”.

Subsequently, I asked him whether he could justify his coding. He told me that he read it as a political opposition to the leader rather than a public one. After his careful reading of the sentence, we both agreed that this sentence was not an evidence for “Fragmentation of Elites”.

“An Ipsos MORI poll yesterday showed the recent furore had left Cameron's personal satisfaction ratings at their lowest point since he became prime minister, and lower than any of his ratings as leader of the opposition since September 2007.”

Despite of our agreements on all excerpts, we did not agree on the excerpt below.

Hence, the coder kept his coding of the sentence. Although I coded this sentence as an evidence of “Government Under Pressure” due to the “mounting pressure from all political parties”, the coder thought that this was more an evidence for “Government

Support for the MNC”. He argued that resistance to block revealed “Government Support to the MNC”. We stood by our differences.

“There were signs of panic in Downing Street last night as the Prime Minister faced mounting pressure from all political parties to block the plans by Rupert Murdoch's

73

News Corporation to take full ownership of BSkyB because of the phone hacking scandal engulfing his UK newspaper group.

In the Practitioner coder’s test, kappa for all the codes ranged from 0.91 to 1.00 highlighting excellent agreement (Cicchetti, 1994:286; Landis & Koch, 1977:165) (see

Figure 4.4a). There were disagreements in coding of nine codes in six excerpts. Similar to the PhD coder, the Practitioner coder watched the video for the case involving coding of seven excerpts. This coder’s coding of seven excerpts matched mine 100% agreeing the way I coded the data, as well (see Table 4.10b). Following, the coder and I had a post-test discussion on our disagreements (see Figure 4.4a). In our meeting, we resolved four out of six disagreements taking the pooled kappa up to 0.993.

The excerpt below is an example where the coder and I were not able to reach an agreement (see Table 4.9c). I considered the excerpt as an evidence of “Government

Support to the MNC”. Hence, I coded the sentence as “Govrn. Support to the MNC”. I explained to the coder that for me, the last part of the sentence reveals evidence for

“Government Support to the MNC”, as the Cameron government appeared “unwilling to take on Murdoch”. Although the coder considered the sentence as an evidence of

“Government Under Pressure”, he did not see the excerpt as “Govr. Support to the

MNC”. We both stood by our differences.

“The fallout from the scandal is now threatening to destabilise the coalition with many Liberal Democrats determined not to be associated with a government that appears unwilling to take on Murdoch.”

Our second standing disagreement is the excerpt below. The fact that Ivan Lewis

(labor party) calls for a scrutiny by Ofcom into the deal shows “Hostile Reaction”. I

74

explained to the coder that in definition of “Hostile Reaction”, anything that aims to derail or stop the M&A is counted as hostile reaction-scrutiny aims to derail the deal.

However, the coder saw this excerpt as an evidence of politicization. We stood by our disagreement.

“Comment: The news we need: For the sake of our democracy, News Corp's bid for BSkyB must be scrutinised by Ofcom The Guardian (London) - Final Edition

November 4, 2010 Thursday. BYLINE: Ivan Lewis”

One example of the excerpts we agreed on after discussion is below. I coded the excerpt as “Host Country Configuration” and “Threatened Actor: Elite”. In post-test discussion, I explained to the coder that the actors opposing the takeover are “rival media groups” and that I consider “media groups” as elite actors of the host country. The coder agreed with the explanation.

“Rival media groups have campaigned against the takeover, claiming it would give one company too much control over the British media.”

Overall, all three training sessions involving interrater reliability tests with two coders revealed that both coders could consistently distinguish between different codes that were used to measure my conceptualization. High levels of agreement between the raters and me highlight the strength of research methods, including the operational definitions, categories, and the coder training (Kolbe and Burnett, 1991).

Variables and Measurement

Institutional Configuration. I examined the institutional configuration of the target country, namely the contradictions between the configurations and the shifts that occur as a result at two levels: macro and industry. Although they are interrelated and 75

continuously provide feedback to each other, in the name of analytic simplicity and clarity, I present the levels in two separate sections.

Macro Level: Political Climate:

In my proposition, I proposed an examination of macro level institutional configurations through an analysis of major political struggles within and across institutional fields, which involved a study of acceptable organizational forms

(Schneiberg, 2002; Schneiberg, King, & Smith, 2008). However, an examination of seven cases revealed that political elites (Gulbrandsen, 2007) were fundamental to the emergence of scandal and mobilization of the audiences. Across cases availability of elites supporting the opposition to both the deal and the incumbent government was crucial. “Encouraging” the opposition “to act collectively” (Soule & Olzak, 2004: 480), the political elites laid the foundations of scandal and mobilization efforts.

Therefore, I decided to study the political struggle within the host country through an examination of the extent to which political elite is fragmented (Gulbrandsen, 2007:

212). Prior research in social movements shows that in environments where elites are divided, the actors have better chances of generating mobilization that can lead to leverage in the host environment (Soule & King 2006; Soule & Olzak 2004).

Drawing on Gulbrandsen (2007) in my dissertation, elites are defined as the holders of top positions in the political system of the host country. I do not argue that the society’s political leadership holds the social power in its hands (Mosca, [1896] 1939).

Rather, I argue that the elites are as fragmented and contradictory as the institutional configurations they represent. Therefore, the political elites are good proxies for macro level institutional configurations. Similar to ever-present shift in institutional

76

configurations, the structure of the elite power is something that cannot be maintained for long without adjustment (Baltzell, 1964; Pareto, [1901] 1968; Tocqueville, [1958] 1998).

Matching with Friedland and Alford’s (1991) conceptualization of institutional actors, elites reveal “different backgrounds and priorities inhibit any significant cohesion” (Lindsay, 2008: 63) and they are “institutionally distinct, socially disparate and politically diverse” (Gulbrandsen, 2007: 191). Thus, the structure of elite power is dynamic and open to change (Lindsay, 2008: 63) reflecting the institutional configurations underlying them.

Based on Eisenstadt’s (1966) argument on democratic systems, I assessed the extent to which the political elites were fragmented by studying extent of visible competition between alternative power centers and extent of consensus on basic rules of the game between elites in the Parliament/Congress. I based my study on the support for the governing party within the parliament/congress (minority vs. majority government,

David Cameron Government vs. Tony Blair Government, first vs. second term of

President), the strength of party discipline within the governing party (i.e. Cameron’s

Leadership in Conservative party vs. Tony Blair Leadership in Labor Party), whether the government faced constant attacks regarding the policies the PM/ President introduced and the upcoming elections (see Tables 5.2.4a&b, 5.2.5, 5.2.6, 5.2.7).

This study required an analysis of incumbent governments and parliamentary systems of Canada, Australia, New Zealand, U.S., and the U.K., including election results, elected government’s parliamentary strength, and an in-depth study of U.K.

Parliamentary System, Commonwealth States’ Parliamentary System and U.S.

Congressional System. The data for political climate and fragmentation of political elites

77

was collected from news articles, reports or studies on incumbent government, opinion polls (i.e. Gallup) and parliament/congress databases (educational material on how

Parliament/Congress works, election results and the subsequent government, comparison of elections and governments).

Industry:

In studying the way industry is defined, I will not confine my definition to the numeric industry codes such as SIC or NAIC. Since the main inquiry of this dissertation involves examination of power dynamics, both at the macro and at the industry level, I need more than industry codes. My aim is to examine how the dominant institutional configurations at the macro level reflect on the industry level. This examination will show me not only the powerful actors and their world, but also the subdominant actors and their world at the margins. As mentioned in Chapter 3, the power base of the actors who are threatened by the deal does matter.

I theorized in the theory section that penetration of globalization, as “globalized power relations and social structures” (Robinson, 2003: 56), which is heralded by entry of MNCs in the host country industry, comes at the expense of local businesses. This penetration of MNCs in turn will lead to marginalization of the local businesses, especially if they are only domestic or regional and not transnational. These marginalized actors will be the ones threatened by the entry of the MNC. Additionally, building on

Lawrence (2008), I argued that the powerful actors of an industry would work the system to thwart the threat an MNC posed, while the less powerful actors would try to find alternative ways.

78

In my analysis, I coded for the powerful and less powerful actors by examining the way that the actors were defined in the host country press and media. For example, statements emphasizing the large scale of operations (“Chevron, the nation's No. 2 oil company behind ExxonMobil”), identification of firm(s) with industry (“Fleet Street's highly factionalized newspaper industry”), the large size of firm(s) within the industry

(“three of Canada's biggest banks”) put the firms in the category of powerful actor within industry. On the other hand, statements putting emphasis on the local nature of the firm and financial constraints placed the firms in a less powerful category (see Table 5.1.1a).

Politicization. In the public policy literature, Brändström & Kuipers (2003) showed that politicization and framing were interrelated. The authors argued that the events and actions became politicized when the influential actors “succeed in framing them as blameworthy violations of crucial public values” (280). Therefore, in operationalization of politicization, I drew on literature examining framing within context of social movements (i.e. Benford & Snow, 2000; Brändström & Kuipers, 2003; Rao &

Giorgi, 2006; Snow, Rochrod, Worden, & Benford, 1986). Tables 5.1.6a to 5.1.6l provide the representative quotes for politicization.

Drawing on Snow and colleagues (1986, 2000), I considered frames as “strategic processes,” developed and utilized to attain a specific goal (2000: 624). This strategic process is also called “frame alignment” (1986: 464). In this strategic process the interpretive orientations of individuals within the audience and the activists are linked, such that specific sets of individual interests, values and beliefs, and activists’ actions, goals and ideology are in agreement and interconnected (Snow et al. 1986). Therefore, frame alignment is “a necessary condition for [adherent] participation” (1986: 464).

79

There are four basic alignment processes, namely, bridging, amplification, extension and transformation (1986: 46, 2000: 464).

Frame Bridging: This process refers to the joining of two or more ideologically matching but structurally unconnected frames in regard to a certain issue or problem.

Frame Amplification: Amplification refers to activists clarifying and revitalizing an interpretive frame regarding an issue or a problem. There are two varieties of frame amplification: value amplification and belief amplification. Value amplification is observed when the activists identify, idealize, and elevate one or more values that are assumed to be crucial for the prospective adherents. Belief amplification is observed when certain ideals supporting pursuit of desired values are identified and elevated. Five kinds of beliefs are relevant to the participation and mobilization processes: beliefs about

1) the seriousness of a problem or issue, 2) the focus of causality or blame, 3) stereotypic depiction of antagonists, 4) efficacy of collective action, and 5) necessity of resistance and opposition.

Frame extension: When the values the activists promote are not related to the life and situation of the potential adherents, the activists might need to extend the boundaries of the framework, and this is called frame extension.

Frame transformation: This process refers to cases in which the activists nurture new values, reframing the old meanings and understandings. Snow and colleagues (1986) argued that these processes might take place in one movement in different processes.

I analyzed the data to see whether these processes occurred in a sequence in different stages of the politicization efforts. Specifically, whether frame alignment started with frame transformation, followed by frame extension, and then by value and belief

80

amplification (See Tables 5.1.6a to 5.1.6n). An analysis of data showed that frame extension was not applicable to the context of study.

I categorized the evidence in terms of strength, from weak to strong. For example in the CNOOC deal, the statement on how the CNOOC lobbyists secured alliance of U.S. political elites, “…Chevron has played on some lawmakers' national security and trade fears, others' long-standing human rights concerns and others' longtime friendliness to the oil industry,” is a strong evidence of frame bridging and transformation. The Chevron lobbyists linked the deal with multiple issues appealing to different interests of various political elites. From this point on, the deal was no longer a simple commercial transaction. "Chevron…mining its political connections in Washington D.C. to fuel the opposition against CNOOC’s bid” statement was categorized as strong evidence because the excerpt showed that the Chevron lobbyists secured political allies in Congress.

When the elite allies emphasized the concerns brought up in frame bridging and transformation in an aggressive manner, such as in “We urge you to protect American national security by ensuring that vital U.S. energy assets are never sold to the Chinese government" (Barton & Hall letter to President Bush), I categorized the evidence as strong (See Table 5.1.6f).

Scandal. Adut (2008) defines scandal as an event that starts with publicization of a real or alleged transgression to a negatively oriented audience. I examined the cross- case evidence to see whether three basic elements of scandal outlined by Adut (2008), publicization of the deal as a wrongdoing, “aggrieved” actors (2008: 12) and sustained interest were present in the cases (See Tables 5.1.3 and 5.1.4).

81

Staying in line with Adut (2008), I measured sustained interest by examining continuing press coverage on the deal. Sustained interest of the audience is separate from continuing interest of both the threatened parties and the denouncers (Adut, 2008). The audience that I refer to throughout the dissertation is “a collectivity that has reasons to be interested in the event” and is an “outsider” (2008: 16).

In a scandal, what we have is essentially a social drama with key actors, an audience, a scene and a corresponding script (Jacobsson & Löfmarck, 2008: 208). And within this drama, the transgression depicted by the subdominant actors is “sanctioned by outrage” (Jacobsson & Löfmarck, 2008: 207). In operationalization of scandal, I coded for use of the word “scandal” and examined the press coverage on the deal (see Tables

5.1.6a to 5.1.6n and 5.1.4).

I categorized the evidence in terms of strength, from weak to strong. I categorized the evidence as strong when the data revealed large number of articles in a short period of time or when the coverage on the deal continuously emphasized a disruptive effect of the deal, including use scandal in reporting the deal. For example, in News Corporation-

BSkyB deal, the statement of opposition leader Edward Miliband that states, “The biggest press scandal in modern times, getting worse by the day???” was categorized as strong evidence. I categorized evidence as weak when the date showed only a meager coverage on the deal (see Warner-EMI case in table 5.1.4) or showed presence of scandalized audience (see Warner-EMI case in table 5.1.4). For example, this quote from Warner-

EMI deal was categorized as weak evidence, “The 780 million deal has sparked immediate concern about job losses in the West.”

Mobilization. Drawing on McCarthy and Zald’s (1977) definition of mobilization

82

processes, mobilization refers to the way institutional inhabitants across fields come together to make claims against the cross-border deal, allowing the key inhabitants threatened by the deal to gather resources to disturb the inhabitants of the dominant institutional configuration.

During analysis of cross-case data, I realized that powerful actors within the host country exerted immense influence not only on the gathering of other powerful actors, but also on gathering of less powerful actors. Therefore, building on McCarthy and Zald

(1977) I made a distinction between the way these powerful actors convened power and the way less powerful actors got together to voice their concerns. To be able to capture the difference between these two groups of actors and their practices of mobilization, I followed McCarthy and Zald (1977) and Lindsay (2008) in labeling the powerful actors as elites and other actors as non-elite.

In this dissertation, elites refer to actors “who control larger resource pools”

(McCarthy & Zald, 1977: 1221) who are distinct from the other audiences in the host country. Elites are rather institutionally distinct, socially disparate and politically diverse groups of national leaders (Gulbrandsen, 2007: 191). They are fundamental to the advancement of acts of mobilization (Lindsay, 2008: 64). They provide critical resources and facilitate the legitimation of a given movement to external audiences (McCarthy &

Zald, 1977). The language and symbols elites use exert powerful influence over reception of supported values and ideal (Benford & Snow, 2000; Snow et al 1986). The prior research in social movements and elite theory (Lindsay, 2008; Gulbrandsen, 2007) shows that elites influence the act of mobilization by supporting or opposing it but they do not form the movement. Elite gathering is considered more as a convening of diverse

83

interests that influences mobilization of other audiences (Lindsay, 2008; McCarthy &

Zald, 1977). Therefore, gathering of other audiences (with relatively less power and limited resources) in the host country was categorized under mobilization.

In examination of mobilization, I coded for any kind of activity and organizational pattern that showed the way host country actors other than elites got together to make claims (McCarthy & Zald, 1977). I looked for e-gathering platforms

(i.e. online forums, blogs and special interest websites), protests, boycotts, and town hall meetings, which showed organized or unorganized forms of gathering. The representative quotes for mobilization are provided in tables 5.1.6b to 5.1.6n.

I categorized the evidence in terms of strength, from weak to strong. For example, in the News Corporation-BSkyB deal, the quote stating “The Department for Culture,

Media and Sport...received 156,000 responses, including 154,000 through the New York- based Avaaz campaign group that has coordinated opposition to the deal. The department also received a paper petition purporting to include 100,000 signatures directly opposing the takeover” is strong evidence. The quote reveals gathering of non-elite audiences in an effort to stop News Corporation from acquiring BSkyB (See Table 5.1.6d). Another example is from the CNOOC-Unocal deal, where a commenter on an online social platform protested saying, “What other critical assets that are vital to our nation should we put on the auction block? How about the Blackhawk assembly line? Hey, if they want to buy it... who are we to stop it? Right? After all, it's just a "feeling" that it might be a bad idea” (See Table 5.1.6f). Although the quote shows alignment of frames between the elites and non-elites allowing for mobilization, it is moderate evidence. Moderate because there is no actual gathering to make claims against the deal and the MNC.

84

Hostile Reaction. Hostile reaction refers to an accumulation of practice and relationship patterns that openly target the MNC entering the target environment, aiming to stop the deal, humiliate the actors associated with the deal, and disturb the dominant configuration that empowers these actors. Politicization and scandal are the antecedents of the hostile reaction, while hostile reaction interacts with mobilization in defining the outcome of the cross-border deal.

To examine hostile reaction, I looked for aggressive practices that aimed to halt the deal and the suppression of alternatives (Schneiberg, King, & Smith, 2008). For suppression of alternatives, I coded for denial of access to resources, use of extensive negotiations, long bureaucratic procedures, and unreasonable requests for the completion of the deal. Tables 5.1.6b to 5.1.6n reveal the representative data that were coded under hostile reaction. The data was collected from various sources, i.e. news stories, press releases and blog entries.

I categorized the evidence in terms of strength, from weak to strong. Strong evidence meant highly aggressive statements or attacks on the MNC. For example, in the

News Corporation-BSkyB case the quote stating “the scale of the anger at News

International across the Commons was highlighted…” shows the animosity of the host country actor political elites against the deal by using the word “anger” (See Table

5.1.6d). Thus, this quote is strong evidence. Another example is from the Dubai

Aerospace-Auckland International deal, “Neither DAE nor Auckland Airport expected such a major political outburst from a respected Cabinet minister.” This quote again shows an instance of political elite openly targeting the MNC and attacking the deal (See

Table 5.1.6h). Therefore, this is another example of strong evidence.

85

V. FINDINGS

In this dissertation, I sought to answer the question “how do the cross-border deals announced by the MNCs become unconsummated despite the fact that the bidders are MNCs with either established network or significant support within the host country?” I proposed that host country actors threatened by the deal used politicization and scandal to mobilize multiple audiences, who then showed hostile reaction, leading to incompletion of the deal.

To test the relationships among the factors leading up to incompletion of cross border deals, I employed a multiple-case study (Yin, 2008). I examined the cases one by one and looked for patterns confirming/ disconfirming emergent frameworks, which allowed me to develop a better understanding of “dynamics underlying the relationships, the ‘why’ of what is happening” (Eisenhardt, 1989: 543). The underlying logic of this method is replication, treating a series of cases as series of experiments in which each case serves to confirm or disconfirm the hypothesis (Yin, 1984, 2008).

Having coded and analyzed the cross-case data as defined in the prior chapter, in

Chapter five I present my findings followed by discussion section. I start this chapter with synopses for all the cases examined. I continue with the evidence for propositions presented in Chapter 3, which is followed by patterns that were not theorized but emerged from the data analysis. I end the chapter with a discussion section end with opportunities for future research.

86

Synopsis of Cases

News Corporation Bid for BSkyB. On June 14 2010, Rupert Murdoch's News

Corporation announced its bid of 675p per share in cash to take control of the 61% in

BSkyB the company did not already own.

BSkyB’s independent directors as undervaluing the company rejected the offer

(theguardian.com, June 15 2010). Through its subsidiary News International, News

Corporation owned The Sun, News of the World, The Times and book publisher

HarperCollins. At the time of the bid announcement, News Corporation controlled 37 percent of the British newspaper (The Daily Telegraph, Nov. 5, 2010).

When the deal was announced, all seemed to be well for the News Corporation.

The News Corporation investors showed their support to the BSkyB bid (Financial

Times, June 16, 2010). The Conservatives within the Coalition forming the U.K. incumbent government gave initial indications of support to the deal. The investment community supported the deal as well (Financial Times, June 16, 2010).

However, the elites of the British media industry did not welcome further expansion attempt of News Corporation in the U.K. Starting the day that the deal was announced, these powerful actors framed the News Corporation’s bid for BSkyB as a deal that would threaten “media plurality” by limiting people’s choices (The Daily

Telegraph, June 15, 2010). On October 11th, The Telegraph Media Group (Conservative),

Trinity Mirror (Labor) and Guardian Media Group (Labor) got together in an alliance that was supported by British Broadcasting Corporation (BBC), British Telecommunication

(BT) and Channel 4. As an initial act, the alliance sent a petition to Vince Cable,

Business Secretary reviewing the deal, protesting the deal (theguardian.com, October 11, 87

2010). Thanks to the strong lobbying of the alliance, on November 4th Vince Cable intervened in News Corporation's proposed bid by ordering media regulator Ofcom to examine the bid (The Daily Telegraph, November 5, 2010). His referral, on the grounds of "media plurality," followed the concerns of media companies over the scale of News

Corp's position in the British market, if the deal got completed (The Daily Telegraph,

November 5, 2010).

Toward the end of November, the actors other than politicians joined the opposition against the deal while the media alliance and allies kept pressuring the government to review the bid. The Campaign for Press and Broadcasting Freedom

(CPBF) and the Church of England made submission to Vince Cable voicing their opposition (The Daily Telegraph, November 23, 2010).

Despite the media alliance’s lobbying, on December 21st, the European

Commission (EC) cleared News Corp's bid for BSkyB (The Guardian, December 22,

2010). Even worse was Vince Cable removal from duty of reviewing the bid for BSkyB due to being biased against News Corp. On December 22nd, Jeremy Hunt, who had revealed his approval for the deal before, was assigned the task (The Guardian,

December 23, 2010). Dismissal of Cable from duty increased the chances of completion from two-thirds to 90% (The Guardian, December 23, 2010).

Once Jeremy Hunt’s Office, the Department for Culture, Media and Sport

(DCMS), announced that Ofcom's media plurality report would not be published (The

Daily Telegraph, January 6, 2011), the media alliance adopted an increasingly aggressive campaign to thwart the News Corporation threat. On January 13th, The Guardian revealed that Mr. Hunt had been holding talks with BSkyB since receiving the Ofcom report in

88

December (The Guardian, January 13, 2011). Another allegation appeared on January

20th; The Guardian disclosed that David Cameron, the Prime Minister, was a guest of

Rebekah Brooks, the chief executive of News International, days after he replaced

Jeremy Hunt with Vince Cable (The Guardian, January 20, 2011). Through allegations,

The Guardian, leading the media alliance, and Ivan Lewis, part of official opposition, openly questioned and criticized the moves and motives of the Conservatives in power.

Accompanying the allegations regarding Hunt’s decision, the phone hacking case that was closed in 2009 was reopened (The Guardian, January 26, 2011). Reopening of the phone hacking scandal broadened the reach of the scandal surrounding News Corp.

Supporting the media alliance’s attack on News Corp, an all-party committee started working on the phone hacking scandal (The Guardian, January 26, 2011).

Despite of the opposition of media alliance, its elite allies in the Parliament and the increasing public reaction, on March 3rd Jeremy Hunt “gave green light to” News

Corp’s BSkyB takeover bid (Daily Record, March 4, 2011). The alliance and the politicians amplified their allegations by calling the bid review process a “white-wash,” accusing Hunt for putting personal and party interests ahead of those of the public and reasserting their opposition to the deal (Daily Record, March 4, 2011). Additionally, The

Guardian labeled the process as a façade, in which decisions already made were announced publicly just for the sake of formality (The Guardian, March 4, 2011). Having failed to convince Hunt and the cabinet to oppose the deal, the media alliance and labor increased their mentioning of the phone hacking scandal as well.

By May 2011, Jeremy Hunt’s office received around 40,000 responses indicating the widespread concern over the possible impact of the deal (The Independent, May 20,

89

2011). Despite of petition and increased opposition to the deal, News Corporation continued its slow progress towards deal completion. On June 22nd Ofcom submitted a report that showed the agreement between the media regulator and New Corp on issues that would allow the bid to proceed (The Independent, June 23, 2011). Afterwards, on

July 1st, Jeremy Hunt gave the provisional go-ahead for the deal, subject to a final seven- day consultation over plans to spin off Sky News as a separately listed company (The

Guardian, July 7, 2011).

However, this progress was interrupted with The Guardian’s report on phone hacking scandal on July 4th. The Guardian started publishing new series of evidence revealing the regular and wide spread use of “criminal activities” at News of the World

(NOTW) (The Guardian, July 4, 2011). Unlike the allegations in 2009, the ones published throughout July proved to have far-reaching effects. Petitions, protests and public displays of hostility made a political support to News Corp even more problematic. Soon after The Guardian reports on phone hacking and News Corp, on July

6th MPs vented off their anger against the Conservatives in Cabinet and the News

Corporation leading to ”uproar” in the Parliament (The Daily Telegraph, July 7, 2011).

The fury against News Corp and its U.K. subsidiary reached its peak when Tom

Watson, a former Labor minister, accused News International of entering the "criminal underworld" by "paying people to interfere with police officers and were doing so on behalf of known criminals" (The Guardian, July 7, 2011). Labor Party was not alone in its opposition; Liberal Democrats and several Conservatives joined the Labor Party, highlighting the growing pressure on David Cameron (the Prime Minister (PM)) and his

Cabinet (The Guardian, July 7, 2011). The elites of U.K. business world, i.e. Procter &

90

Gamble, plus O2, Vauxhall, Butlins and Virgin Holidays, distanced themselves from the

News Corporation scandal by pulling ads from News of the World (The Guardian, July 7

2011). The news coverage, YouTube videos on Parliament sessions and street protests reveal that there was no question left in anyone’s mind about the criminality of News

Corp and the subsidiary in the U.K.

A day after the “uproar” in the House of Representatives, the House of Lords voiced its discontent with the deal as well (The Guardian, July 8, 2011). Increasing pressure on the News International and News Corp led James Murdoch to close down

NOTW (The Guardian, http://www.theguardian.com, July 7, 2011). The hostile reaction against the deal involving multiple audiences kept growing. By July, Hunt received

156,000 responses, including 154,000 through the New York-based Avaaz campaign group. His department also received a paper petition with 100,000 signatures directly opposing the takeover (The Times, July 9, 2011).

The condemnation of News Corporation did not end with the closure of NOTW.

This political hostility accompanied with the "public uproar" started to threaten the incumbent government (The Observer, July 10, 2011). Miliband’s opposition leadership gained significant leverage in the Parliament thanks to the way the News Corporation bid proposal evolved. The pressure on the Cabinet pushed David Cameron to oppose the bid emphasizing the weakened position within the Parliament (The Guardian, July 13, 2011).

On July 12th, the Cabinet and the PM stated that they would support the Labor motion calling on Murdoch to drop BSkyB bid (The Guardian, July 13 2011). After a long period of public and parliament attacks to the conservatives in the cabinet, Labor leadership in the Parliament was unquestionable (The Guardian, July 13 2011).

91

Finally, on July 13th before the House of Commons voted on a motion to disapprove the deal, News Corporation withdrew its bid for BSkyB (The Guardian, July

14, 2011). The withdrawal of the bid was not enough to end the allegations against the

News Corporation. A public inquiry led by Justice Leveson started in November 2011 and lasted until the end of 2012.

China National Offshore Oil Corporation (CNOOC) bid for Union Oil

Company of California (Unocal). On June 22, CNOOC unveiled $18.5-billion, or $67 a share, all-cash offer for Unocal. When the bid was announced, Chevron already had a bid outstanding for Unocal. To make the matter even more complicated, this bid was an endorsement of Unocal board. At the beginning, CNOOC seems to have assumed that a higher bid could beat Chevron in the race for Unocal. The media reported the CNOOC bid as superior compared to the one of Chevron, as it "topped the bid" of ChevronTexaco.

Not only the CNOOC deal made sense and signaled synergies but also it was superior to the bid of Chevron (The Deal, June 23, 2005).

Right after the announcement of CNOOC bid, on June 23rd, U.S. House

Resources Committee chairman Richard Pombo (R-Calif.) and Armed Services

Committee chairman Duncan Hunter (R-Calif) opposed the deal calling for a review of the bid (The Deal, June 23, 2005). In a short span of time, support to the opposition increased thanks to the efforts of Representatives Pombo and Hunter. The Washington

Post reported the opposition within the Congress with a headline stating, "China's oil bid riles Congress" (The Washington Post, June 24, 2005), which associates the state with the commercial entity, solidifying the framing communicated by the politicians against the bid.

92

The politicians against the bid emphasized the state ownership of CNOOC and

"demanded the President" to interfere and open an investigation on the deal (The

Washington Post, June 24, 2005). The deal was framed as a threat to state’s sovereignty.

The financial analysts working on the deal starting discussing the role of Chevron in political turmoil taking place in Washington (The Washington Post, June 24, 2005).

Media and quoted analysts seemed to be aware of lobbying or the lobbying potential of

Chevron (The Deal, June 24, 2005). Some of the media, such as money.cnn.com, started putting emphasis on existing trade conflicts between the U.S. and China and the fact that

CNOOC is not only state-owned but also state-run (CNN, June 24, 2005).

On June 27, two key members of the U.S. House of Representatives (Texas

Republicans Joe Barton and Ralph Hall) urged President Bush to block CNOOC's bid.

On the same day, CNOOC was reported to have hired “a phalanx of advisors” (The

Washington Post, July 12, 2005) facing the animosity in the Congress. On June 28, Joe

Barton (Chairman of the House Energy and Commerce Committee) and Ralph Hall

(Chairman of the subcommittee on energy and air quality) sent a letter addressed to the

President Bush and the national-security officials stating that the “sale would be a mistake under almost any circumstance, but it would be especially egregious at a time when energy markets are so tight and the U.S. is becoming even more dependent on foreign sources of energy (The Deal, June 29, 2005)”.

On June 30th the House passed two measures aimed at blocking CNOOC's bid for

Unocal. By a vote of 333 to 92, the House passed an amendment to an appropriations bill that would bar the Treasury Department from spending any money to approve the

CNOOC takeover (The Washington Post, July 1, 2005). The House also passed a

93

nonbinding resolution calling on President Bush to request an immediate review of the deal. Additionally, Representative Joe Barton (Chairman of the House Energy and

Commerce Committee and co-sponsor of the resolution) called for a hearing on the

CNOOC bid (Fox News, July 1, 2005), labeling CNOOC as "a front company for the

Communist Chinese government" (Inside Energy with Federal Lands, July 4, 2005).

House Minority Leader Nancy Pelosi (Democrat-Calif.) joined the opposition alleging that the proposed purchase "raises serious national security concerns for the United

States" (WebProNews, June 30, 2005).

Making the matters worse for CNOOC was the intervention of the Chinese government on July 4th, which led to an escalation of hostility against the bid. In its written statement, the Chinese Foreign Ministry said, "We demand that the U.S. Congress correct its mistaken ways of politicizing economic and trade issues and stop interfering in the normal commercial exchanges between enterprises of the two countries” (The

Washington Post, July 5, 2005). Sure enough, on July 5th, the members of Congress from both political parties reacted with an angry reaction to the Chinese government's

“demand” (The Washington Post, July 6, 2005).

It only kept getting worse for CNOOC. On July 12, The Washington Post revealed that President Bush’s adviser, James C. Langdon Jr., had helped the law firm

Akin Gump secure the lobbying job for CNOOC (The Washington Post, July 12, 2005).

Upon this revelation, "China hawk" Representative Curt Weldon (Republican-Pa.)

"vowed to question" Langdon at the House of Armed Services Committee meeting.

Weldon also added that "unfortunately corporate dollars often (self-emphasis) purchase national security."

94

On July 13, the hearing of the House Armed Services Committee took place.

Three out of four witnesses testified against the bid arguing that the bid constituted a national security and trade risk. The Chairperson of The House Armed Services

Committee said that "it would be a mistake" to allow CNOOC's bid to succeed (The New

York Times, July 14th 2005). On the same day, Representative Frank R. Wolf

(Republican-Va.), sent a letter to CNOOC's Washington lobbyists, Akin Gump Strauss

Hauer & Feld LLP, and questioned "the appropriateness of an American firm advising and being on the payroll of the Chinese government" (The Washington Post, July 14,

2005).

On July 15, the Senate revealed another act of hostility that pressured the Bush administration and CNOOC. Senator Byron Dorgan (Democrat-North Dakota) introduced a bill blocking the CNOOC acquisition of Unocal. Senator Dorgan argued that it would be "foolish" to sell such a vital strategic asset, which was an asset important for U.S. economy and security, to a foreign government (The Deal, July 18, 2005). Backing

Senator Dorgan, on July 20, the Senators voted unanimously to pass an amendment to the foreign operations appropriations bill that would prohibit such a transaction until 30 days after the secretary of state submits a report to Congress on the “reciprocity practices” of the foreign country (The Deal, July 21, 2005). On July 22nd, the Congress became more aggressive by supporting the bill with another one mandated that a CNOOC acquisition of Unocal underwent federal scrutiny that would delay a deal by at least 120 days (Los

Angeles Times, August 3, 2005). Finally, seeing the impermissible political environment, on August 2, CNOOC dropped its bid for Unocal bid “amid U.S. opposition”

(Bloomberg.com).

95

Dubai Aerospace Enterprise bid for Auckland International Airport. On July

23rd 2007, Dubai Aerospace Enterprise (DAE) made its $2.07 billion takeover bid for

Auckland International Airport seeking to acquire a 51% to 60% stake (Wall Street

Journal Abstracts, July 23 2007). The airport's directors announced that they were unanimously backing the proposal. (The Dominion Post, July 24, 2007)

However, within hours of DAE's announcement, New Zealand First, the Greens and Sir Barry Curtis, mayor of the airport's 10.05 per cent shareholder, Manukau City

Council, all came out against it (The Dominion Post, July 28, 2007). New Zealand First leader, Foreign Minister, Winston Peters led the opposition against the bid (The

Dominion Post, July 24, 2007). Mr. Peters urged shareholders to reject the deal, which he said would result in profits being sent overseas (The Dominion Post, July 24, 2007).

Green Party co-leader Russel Norman supported Mr. Peters by stating: "Tourists to New

Zealand could be landing at a foreign-owned airport, travelling in foreign-owned campervans, and visiting foreign-owned iconic tourist sites and spending money which will simply go back to overseas owners," (The Dominion Post, July 24, 2007). Sir Barry of Manukau City Council called councils of Manukau and Auckland city to work together to defeat the DAE bid. He also pointed out that he was voicing his opposition and that one could not generalize it over other members of the (The Dominion Post, July

24, 2007). Auckland City Mayor Dick Hubbard brought the issue to the attention of politicians and taxpayers, stating that both needed to work together considering the effects of the deal on Air New Zealand. Both mayors revealed their alliance by “pledging to work together” (The New Zealand Herald, July 24, 2007).

96

On July 24th, in his speech to the Parliament, Mr. Peters raised fresh concerns, saying the deal would mean "a foreign takeover of arguably our most important strategic asset (which) explicitly seeks to favor one particular foreign-owned airline" over Air

New Zealand (The Dominion Post, July 25, 2007). He also linked national security issues to the DAE bid. The New Zealand First leader drew attention to the fact that United

States politicians moved last year to block the sale of some port operations to a group from Dubai (The New Zealand Herald, July 25, 2007). Almost all of the mayoral candidates running for mayor in Auckland and Manukau, all seven out of eight, stated their support for the opposition against the DAE bid.

All four mayoral candidates for Manukau said they would be extremely reluctant to sell the authority's shares if they go into office. The other Auckland candidates also refused to back the deal (The New Zealand Herald, July 25, 2007). Further strengthening the opposition, the incumbent government confirmed it would exercise rare powers to scrutinize the proposed sale of Auckland airport under a law giving it the final say on the sale of sensitive land (The Dominion Post, July 25 2007). On the same day, The New

Zealand Herald published an article that highlighted early public opposition against the bid, such as: “This is another example of stupid sales of our assets to foreign owners. Its time we as a nation we woke up to the fact that selling our assets to others is sucking the life out of our country” (Commenter Andrew, The New Zealand Herald, July 24 2007).

Supporting the national security and interest concerns, The Press announced that Dubai

Aerospace's bid for Auckland International Airport could lead to the establishment of a hub for Dubai's Emirates Airline, which is a competitor to Air New Zealand and Qantas on the Tasman. (The Press, July 24, 2007).

97

On July 25th, The Dominion Post highlighted the increased competition Air New

Zealand could face if a $2.6 billion bid for Auckland International Airport by a Dubai group was successful, emphasizing the link between DAE and Emirates Airlines (The

Dominion Post, July 25 2007). Shortly after this news story, on July 27th, Air New

Zealand announced its opposition to the possible sale of Auckland International Airport to DAE. John Palmer (Air New Zealand chairman) stated: "It is Air New Zealand's strong view that the owner of Auckland International Airport should not be linked in any form to an airline, so that there is no possibility of preferential treatment of any kind that would disadvantage any other operators" (The Dominion Post, The Press July 28 2007).

Same day, NZ First leader, Winston Peters again criticized the deal by emphasizing foreign ownership: "How does this benefit the taxpayer-owned Air New Zealand? What this proposal really means for New Zealanders is yet one more move towards making another country rich off one of our key assets" (The Dominion Post, July 28, 2007).

On July 31st the Greens become vocal, with Member of Parliament (MP), Sue

Kedgley, calling for the bid by Dubai Aerospace to be halted. Ms. Kedgley made a provocative statement in which she said that most New Zealanders did not want the takeover to go ahead, but the incumbent government was not able to respond to the public opposition (The New Zealand Herald, August 1, 2007). She portrayed the New Zealand government as hands-tied and powerless in the face of threat to national interest. Sue

Kedgley’s attacks increased the following day as the author of a private members' bill which would prevent foreign buyers getting a controlling interest in any businesses deemed "strategic national assets” i.e. that restriction on a foreign ownership bill would amend the Overseas Investment Act by listing which assets were nationally strategic and

98

limiting foreign ownership of them to 25 percent. (The New Zealand Herald, August 1,

2007).

On August 5th, Trade Minister Phil Goff gave government support to the opposition stating that "The Government's view is very much in line with that of 80 per cent of the Auckland public. They don't want to see key public utilities - the airport and the ports authority, the shares in those bodies - sold off" (The New Zealand Herald,

August 6, 2007). Making the political opposition even stronger, a spokeswoman for

Prime Minister, Helen Clark, told the media that she had no problem with Mr. Goff's comments (The New Zealand Herald, August 6, 2007). Additionally, the results of a survey published on August 6th showed the extent of public opposition against the DAE bid: A Herald-DigiPoll survey of 400 Auckland City residents found 80.9 per cent against the Dubai bid and 13.9 per cent in favor (The New Zealand Herald, August 6, 2007).

On August 16th, seeing that DAE did not intend to withdraw, the Clark government made its stance in regard to the bid clear. New Zealand Superannuation

Fund, related to the New Zealand government, joined by the Wellington-based investor

Infratil bought a 6.2 percent stake in Auckland Airport (The Dominion Post, August 17,

2007). This alliance was pivotal considering the 22.8 per cent stake held by the Auckland and Manukau City Councils (The New Zealand Herald, August 17, 2007). Infratil also signaled an alliance with the city councils (The New Zealand Herald, August 17, 2007).

Amid increasing political, public and investor opposition in New Zealand, DAE started giving the signals of retreat on August 31st. DAE invoked a technical clause in its agreement with Auckland Airport to exit the deal (The New Zealand Herald, September

1, 2007). The political opposition against the deal kept getting worse even after retreat

99

signals. On September 3rd, the Auckland City Council conveyed its determination in putting its stake in Auckland Airport out of reach due to overwhelming public opposition

(The New Zealand Herald, September 3, 2007). Considering the worsening opposition in

New Zealand, late on September 3rd, Dubai Aerospace pulled out of New Zealand (The

New Zealand Herald, September 4, 2007).

London Stock Exchange (LSE) and TMX Group merger proposal. On

February 10, 2011, London Stock Exchange (LSE) and TMX Group, parent of Toronto

Stock Exchange (TMX), announced a merger proposal that emphasized a merger of equals. The deal bringing together two of the world's biggest exchanges for mining stocks seemed to fit nicely in both TMX and Canada’s attempts to build up its status as a financial center with strong banks and an abundance of natural resources (The Globe and

Mail, February 9, 2011). Additionally, the merger was not about cost cutting, but it was more about synergies in development of new products and services, such as the ability for

TSX-listed companies to easily list their stocks also in London (The Toronto Star,

February 9, 2011).

However, as soon as LSE-TMX made the announcement, National Democratic

Party (NDP) leader John Gilbert "Jack" Layton, Layton and Ontario Finance Minister

Dwight Duncan (Liberal, Member of Provincial Parliament (MPP), Ontario) started political opposition against the deal, criticizing the deal by calling the bid a takeover (The

National Post, February 10, 2011). Furthermore, Duncan called for a public poll or vote on the issue (The Globe and Mail, February 10, 2011). Just a day after the announcement,

February 11th, Dwight Duncan started using "a tough language" in describing the deal and

100

stated that sale of TMX would be losing a "strategic asset w/n a strategic industry".

Following Duncan, “the best-known financier of Canada”, Brett Wilson, voiced his skepticism against the LSE-ASX deal and "raised the issue of control". (The Globe and

Mail, February 14, 2011). The opposition against the deal showed initial signs of organization in first round of public hearings that were held in Toronto, capital city of

Ontario. In public hearings, the deal got “grilled” (The National Post, March 3, 2011).

Shortly after the hearing that revealed additional actors opposing the deal, Jim

Prentice (vice-chairman of Canadian Imperial bank of commerce and a "former industry minister in the government of Stephen Harper") joined the opposition to the deal. Mr.

Prentice likened the LSE bid for TMX to "selling the farm." On the same day "trio of banks” announced their opposition to the proposed LSE-TMX merger. Trio of Banks involved the engagement of the biggest three banks of Canada (The National Post, March

9, 2011). This group of banks, calling themselves “Maple Group,” submitted a rival bid proposal for TMX on May 15 (The Gazette, May 16 2010). Following the competing bid, investor support within TMX shareholders for the Maple bid picked up. Big names of financial service industry agreed to “become an investor in the Maple bid” (The Gazette,

June 13, 2011). Subsequently, Quebec government announced its support to Maple bid

(National Post, June 15, 2011).

Shortly before the TMX shareholder vote on LSE bid, the Maple Group started a more aggressive opposition against the LSE-TMX merger proposal by launching a

"public relations blitz" to secure support of the undecided TMX shareholders, which included "full-page newspaper ad", "making media rounds" and "an investor conference"

(The Globe and Mail, June 25, 2011). On June 30th, TMX and LSE announced their

101

termination of their merger agreement 24 hours before the shareholder vote (The Gazette,

June 30, 2011).

Singapore Stock Exchange (SGX) and Australian Stock Exchange (ASX) merger proposal. On October 25, 2010, SGX announced its bid for ASX (The

Australian, October 25, 2010). However even from the start the deal faced “plenty of skeptics" (The Australian, October 25, 2010). Loss of "national control" and “national interest” were staple words of the opposition (Australian Financial Review, October 26

2010).

The Greens announced that they would not be supporting the deal, and that the takeover was not in Australia's interests. The Coalition announced its opposition supporting the Greens (The Age, October 27 2010). In a short amount of time, the opposition of Members of Parliament (MP) turned into a “political crossfire” (The

Australian, October 27 2010). The numbers in parliament kept “stacking up against the deal being approved” (The Australian, October 29 2010). Increasing opposition of

Independent MPs put the Gillard Government in a tough situation in the Parliament. As the political opposition against the deal started gaining support within the political parties within the Parliament, the “political resistance to the sale of ASX Ltd” broadened to become a challenge to the foreign investment regime (The Australian, October 28, 2010).

As the days passed by, the political environment became even tougher to handle, with Independent MPs being "determined to fight against" the merger under the leadership of Bob Katter (The Australian, October 29, 2010). Senate level opposition followed the opposition at the House of Representatives level. The Nationals Senate

102

leader Barnaby Joyce came out “strongly against the deal” and asked whether there was anything in Australia that was not on sale (Canberra Times, November 1, 2010).

Reacting to the increasing political aggressiveness in Australia against the bid, Julia

Gillard called for calm over Singapore Exchange's bid for ASX (Australian Financial

Review, November 1, 2010).

In November, the Investor Pulse Survey revealed that the politicians were successful in alignment of their frame with the ones of the retail investors, such that most of them were opposed to the deal, and more than half of them opposed the deal based on

"national interest" ground, human rights was being considered as a reason to block a commercial deal, making nationalist argument such as "ASX should stay with the

Australians." After retail investors, institutional investors started getting loud about their concerns as well (Sydney Morning Herald, November 12, 2010). Amidst all the opposition and skepticism, the Australian Competition and Consumer Commission

(ACCC) cleared the SGX bid for ASX on December 15th. That same day, the

Independent MP Bob Katter renewed his call for politicians to block the sale.

In an environment of increasing pressure and political hostility, SGX announced

“a raft of changes" in its offer, before submitting its proposal to FIRB (Australian

Financial Review, February 16, 2011). The changes did not impress the opposition with

Independent MP Bob Katter restating his opposition by likening the revisions to “putting a dress on a pig” (Australian Financial Review, February 16, 2011). The ASX shareholders did not seem to be impressed by the changes, either. And finally, on April

8th, SGX finally threw in the towel and announced that SGX withdrew the bid for ASX after Gillard Government “knocked back” the bid. Treasurer Wayne Swan stated that he

103

rejected the deal, as the merger was not “in the national interest” (The Sydney Morning

Herald, April 8, 2011).

Warner Music and Electrical and Music Industries (EMI) merger proposal.

On January 24th, Electrical and Music Industries (EMI) announced a 12 billion pounds merger with the Warner Music Group of the United States in a deal that would create “the world's largest music empire.” The deal aimed to bring together some of the world's best- known musicians and pop groups, such as the Beatles, the Rolling Stones, the Spice Girls and Radiohead from EMI and Madonna, Eric Clapton and Cher from Warner (The

Independent, January 24, 2000).

Although the press seemed to be supportive of a mergers & acquisition move before the announcement (Mail on Sunday, January 16, 2000), once the merger was announced the attitude and the tone of the British press changed. From the date of announcement until the end of January, the emphasis of the British press was on the loss of a national icon, one of Britain’s best to an American conglomerate. The press voiced fears on another British firm getting “lost in American maw" (The Evening Standard,

January 24, 2000).

The “unusual” and “complex” structure of the merger proposal did not really help the publicity of the deal, either. Investment analysts and Institutional investors agreed with the British press: The deal could have been and should have been different. The

London media analysts were critical of the terms, because “it ceded control to the

Americans without a premium" (The Times, January 25, 2000). The deal did not seem to be beneficial for some of the actors in the industry as well, such as the upcoming artists, smaller firms, CD stores and CD production plants (The Mirror, January 25, 2000). For

104

some critics the worst part of the deal was that no one really showed any “regret” about future of EMI. EMI, once a company of creativity and innovation, was turning a "stock market monolith" becoming one of those companies with bureaucracy and heavy management (The Guardian, January 28, 2000).

In the U.K. the press coverage on the deal fell drastically between January and

June; rare articles on the deal were mainly on shareholder discontent that came with delay in implementation of the deal (The Independent, March 17, 2000). The scandal might have ended prematurely in the U.K., yet, first week of June another scandal surrounding the deal picked up in Brussels, Belgium, where European Commission (EC) resides. The

Scandinavian Songwriters and Composers joined by British Academy of Composers and

Songwriters started protesting the deal beginning in June. Subsequently, both organizations sent a report to the European Commission (EC) calling the Commission to launch a detailed review of the deal based on “monopoly concerns” (The Times, June 9,

2000).

Stating that they have received a large number of complaints, the EC announced an extended review process with a further inquiry (The Independent, June 15, 2000).

Toward the end of August, the EC finally sent EMI the formal statement on the commission’s objections to the bid (The Independent, August 23, 2000). Warner-EMI started making attempts to appease the regulators in the beginning of September (The

Times, September, 2, 2000). Despite the Commission’s position in regard to the merger and “significant lobbying" on the EC to block the bid (The Times, September 18, 2000) throughout September Warner and EMI kept making concessions to convince the EC. At the end of September, the frustrated shareholders threatened to block the merger in case

105

of further concessions, especially one involving the sale of Virgin Records. Finally, on

October 5th, EMI and TW abandoned the bid after failing to convince the EC to approve the deal (bbc.co.uk, October 5, 2000).

Section I: Propositions and Empirical Findings

Proposition 1: The power of subdominant actors is inversely related to the attempted generation of scandal. I had argued that less powerful actors within the organizational field would be able to exercise less formal power and so would be more likely to instigate a scandal. I conceptualized scandal as a form of “institutional resistance” (Lawrence, 2008: 173) that entails the attempts of the less powerful actors to place limits on domination of powerful players in an institutional environment. The findings reveal that scandal does not only reflect a form of institutional resistance but also maintenance when used by the host country elites to thwart the MNC threat and sustain the way things are done in the host country. Therefore, the case evidence did not support my first proposition.

Table 5.1.1a presents the evidence concerning the threatened actors, denouncers publicizing the wrongdoing and how they react to the MNC’s bid. Table 5.1.1b lays out the industry conditions for the threatened actor and the target organization. Cross-case synthesis reveals that both powerful and less powerful actors resorted to scandal when the taken-for-granted legal, political or bureaucratic processes did not work for them (see

Tables 5.1.1a and 5.1.1b).

I found that in four cases (News Corp-BSkyB, LSE-TMX, CNOOC-Unocal and

DAE-Auckland), the threatened actors were the elites of the host environment; in one case (Warner-EMI) they were the small players of the industry (see Tables 5.1.1a and 106

5.1.1b) and in one other case (SGX-ASX) political elites were the only visible actors as the denouncers. SGX-ASX case suggests that the deal became an opportunity for specific politicians (Greens and Independents) to get further concessions from the incumbent government in terms of regional policies.

The findings suggest strategic use of scandal in thwarting threats regardless of host country actors’ power bases. Such use of scandal seems to be due to the fact that

MNCs are powerful actors that are empowered by “globalized power relations and social structures” (Robinson, 2003: 56). As Adut (2008) points out, powerful transgressors tend to have strong allies who shield these transgressors from allegations and attacks.

Cross-case data indicates that in all cases the bidding MNCs had strong relations and networks within the host country, except for Warner-EMI (see Table 5.2.3). Before

DAE case was announced, Sultan Ahmed Bin Sulayem (Dubai Ports World chairman) received assurances from the New Zealand Trade Minister on the DAE deal that New

Zealand would not handle the transaction the way the U.S. handled the Dubai Ports

World acquisition of six U.S. ports. CNOOC had the support of the George W. Bush

Administration. Before LSE announced the bid, TMX worked with the Harper

Government. Having strong relations with Australia, the Singaporean Government lobbied for the SGX deal, which was accompanied by the efforts of the SGX lobby in the

Australian Parliament. News Corporation, having helped the Conservatives win the general elections of 2010, had significant leverage in the Cameron Cabinet. Therefore, an opposition against the powerful MNCs required strong allies even when the opponent was an elite in the industry.

107

Proposition 2 and 3: Mobilization, hostile reaction and incompletion of the deal.

Proposition 2: Mobilization of the intended audience depends on the emergence of a scandal.

Proposition 3: Scandal generating the hostile reaction leads to incompletion of the deal.

I had argued that thanks to scandal discrediting the MNC and its powerful allies, the less powerful actors could mobilize the intended audience, and that this mobilized audience would follow the denouncers in making aggressive claims, accusations and attacking the MNC and the bid. I also added that the hostility revealed fed back into the mobilization efforts, increasing the intensity and volume of the actions taken to protest the deal.

Both propositions 2 and 3 were fully supported for both types of actors in the host country: less powerful and powerful, the elites. The representative data per construct was provided for each case in Tables 5.1.6a to 5.1.6l. The representative data for each case is presented in two tables. The first table provides the evidence for politicization, while the second table gives the evidence for scandal, mobilization and hostile reaction.

I present two propositions at once, because the case evidence reveals that these processes happen simultaneously. The intertwined nature of the relationship among the constructs makes a joint presentation of findings meaningful. For example, in the case of

News Corporation-BSkyB mobilization of multiple audiences and hostile reaction of both elites and non-elite audiences started after denouncement of the deal as a wrongdoing on

June 15th, 2010. As early as the summer of 2010, there were signs of public protests 108

organized by 38degrees (See Table 5.1.6b). The data reveals that although mobilization and hostile reaction went hand-in-hand (see Table 5.1.6b to 5.1.6l), in three cases hostile reactions emerged independent of mobilization (see Table 5.1.6l for Warner-EMI, 5.1.6h for LSE, 5.1.6j for SGX). While News Corporation-BSkyB, CNOOC-Unocal, DAE-

Auckland International cases revealed evidence for mobilization and hostile reaction, in cases of Warner-EMI, LSE-TMX and SGX-ASX the data revealed only hostile reaction

(See Tables 5.1.6a to 5.1.6l). This finding highlights that although scandal is a required process for both mobilization and hostile reaction to occur (See Tables 5.1.6a to 5.1.6n), hostile reaction does not need mobilization to emerge. In all six cases the processes of politicization, mobilization and/or hostile reactions acted as catalyzers of scandal sustaining the audience interest.

The Warner-EMI merger proposal seems to be the only case where the evidence for sustained interest is weak (See Table 5.1.6l). The only evidence found was one article that revealed a job loss concern with the headline, “The 780 million deal has sparked immediate concern about job losses in the West” (Western Daily Press, January 25,

2000). The headline indicated elements of scandal publicization of the deal as an issue that upset certain actors, possibly interested audiences (readers of the Western Daily

Press working at EMI plants), and aggrieved actors. However, there was no continuation to the story, which makes the evidence a weak one. Additionally, there were only 66 articles in ten months, between announcement and termination (See Table 5.1.4).

Although the British press and relatively less powerful actors of the music industry

(British Academy of Composers and Songwriters and small bands) linked the deal with loss of a British icon and transformed the deal into a wrongdoing, British audiences

109

seemed to be interested in neither the deal nor the claims about it (See Table 5.1.6k).

With a weak scandal, the British press seems to have failed to mobilize intended audiences. The only hostile reaction concerning the merger proposal came from the

European Commission (See Table 5.1.6l). This hostile reaction did not seem to arise due to the denouncements of the British media and the less powerful actors of the British music industry, but mainly due to the alliance that the industry elites formed at the regional level (Mail on Sunday, October 8, 2000).

In both LSE-TMX and SGX-ASX cases, the data shows that the opposition against the merger proposal was largely confined to a limited set of actors, namely the denouncers (the politicians) in the case of SGX-ASX (See Tables 5.1.6i and 5.1.6j) and threatened actors (the banks) and the denouncers in the case of LSE-TMX (See Table

5.1.6g and 5.1.6h). The findings indicate that while in LSE-TMX case the elites of the industry linked with the elites of provincial politics to thwart the deal, in the SGX-ASX case federal politicians allied with other political elites to thwart the deal. I did not find any evidence for intended audience mobilization, such as blogs or protests on social platforms. Therefore, the gathering of elite actors to thwart the deal suggests co-opting of allies but not mobilization (See Table 5.1.6h and 5.1.6j). Such convening of political and/or business elites also explains the intensity of the hostile reaction in both cases.

Section II: Emergent Findings

As is often the case with qualitative data, my coding and analysis of the data revealed additional insights on the phenomenon of study that were not conceptualized before. These emergent findings are the result of a relatively more interpretive approach that articulated the local experience of the processes conceptualized.

110

In the coding and analysis process, four other themes emerged. These themes were a) host country political climate and emergence of scandal, b) framing strategy used throughout scandal, c) variance in non-elite audience interest in cases of no mobilization and d) futility of MNC’s international and local network in the course of scandal.

I present the evidence for the findings in eight tables. Table 5.2.1 provides an overview of political climate per case (i.e. whether the Parliament was a hung parliament and whether there were upcoming elections). While Table 5.2.3 gives an overview of support for the MNC within the host country, Table 5.2.2 provides representative quotes and sources of that support. Tables 5.2.4a-b and 5.2.5 give a sample of representative quotes for themes emerged under the hung parliament and second term unpopular administration. Table 5.2.6 provides representative quotes and emergent themes for the majority government for Warner-EMI case. Table 5.2.7 gives representative quotes and emergent themes for cases indicating upcoming elections (CNOOC-Unocal, DAE-

Auckland, LSE-TMX). Table 5.2.8 provides the representative quotes for the framing strategy used in each case. Table 5.2.9 shows different representations of audience interest in case of no mobilization (from low interest to high). I present the findings related each of these themes below.

Political climate in host country and vulnerability of the government. The cross-case analyses reveal that in cases where the government was a minority / coalition government within a hung parliament4 (U.K. and Commonwealth States), in its second

4 “A hung parliament: After a general election, the party that holds a majority of seats in the House of Commons forms the government. When no party gains more than half the seats, negotiations to form coalitions and minority governments take place. The constitutional position in a situation of no overall control is clear. When no party holds the majority of seats, the incumbent Prime Minister has the first call on forming a government, either as a minority administration or by building a coalition with another party or parties.” (www.parliament.uk). 111

term5 (the U.S.) and/or facing elections, the incumbent government was more

“vulnerable” (Adut, 2008: 81) to attacks and scandal (See Table 5.2.1). Vulnerability, which is a matter of degree, “refers to the lack of protections against attacks” (Adut,

2008: 81).

The cases examined are about scandals surrounding the cross-border deals.

However, the cross-case data shows that it was crucial for the opposition to push the incumbent government to a corner by pressuring them with allegations about the deal, the government itself, or the relationship between the government and the MNC making the bid (See Tables 5.1.6a to 5.1.6l for attacks on incumbent governments). Pressuring the incumbent government was important because the President and Administration/ the

Prime Minister (PM) and the Cabinet, in all cases, retained the power to approve the bid proposals.

The cross-case evidence reveals that several factors contributed to vulnerability of the governments (See Tables 5.2.4a to 5.2.7). A strong opposition in the U.K. Parliament against the government put pressure on the incumbent government by simply being investigative, ready to publicize discreditable actions (Table 5.2.4a). A weak coalition or minority government (Cameron, Clark, Gillard and Harper Governments) gave more leverage to the opposition within the Parliament, which seems to have decreased the

“costs of scandal” (Adut, 2008: 82) for the opposition. For the cases examined, a weak coalition or minority government refers to odd combinations that the grassroots constituents did not approve (Conservatives and Liberal Democrats, see Table 5.2.4a), to

5 Adut (2008) shows that the U.S. Presidents and their administrations lose majority of support (both popular and political) they enjoyed in their first term, which makes them susceptible to scandals. 112

combinations with the leading party giving up its leverage in certain issues to secure a government (Gillard Government of Australia and Clark Government of New Zealand) and to combinations facing a multiplicity of oppositions that tries to unite against the government (Harper Government of Canada) (See Table 5.2.4a). Discontent within the governing party due to coalition formed or due to declining approval votes further weakened the incumbent government by impairing the party discipline (See Table

5.2.4a).

The vulnerability of the minority government increased with a reliance on individual lawmakers in forming the government (Julia Gillard Government) (See Table

5.2.4a and 5.1.6k & l). The data reveals that the weakness of a minority government could also give way to a “coalition of whole array of antagonistic political and social actors” (Adut, 2008: 84) increasing the susceptibility of the government against attacks.

For example, so strong was the coalition of the antagonistic actors that the Gillard government of Australia faced the “toughest political environment” (Holmes, 2013; aph.gov.au). Supporting Adut’s (2008) research, the data shows that prior instances scandal, low approval rankings, lack of trust in government and existing doubts on politicians’ ethics increased the vulnerability of the incumbent government against the allegations (See Table 5.2.4a and b).

Cross-case analyses reveal that upcoming elections were also important in environments with minority/coalition government and/or government with low approval rankings. The elections make the political elites more aware of their constituents

(McAdam & Tarrow, 2010: 533), and therefore, more receptive to populist discourses

113

capitalizing on constituents’ fears (i.e. job, economic security, terrorist attack, freedom, sovereignty) (See Table 5.2.7).

Lack of attacks on the Tony Blair government, which was in its first term in 2000 when Warner and EMI announced the merger proposal, reveals an interesting contrast between the Blair Government and the governments involved in the other cases examined

(See Table 5.2.3). The Tony Blair government was formed after “Labour Party’s landslide majority” in the 1997 elections (parliament.co.uk), which was the largest majority of any party since 1935 (http://www.britannica.com/EBchecked/topic/68756/

Tony-Blair). Blair as a Prime Minister not only maintained a strong party discipline, but he also kept his cabinet under control by “centralizing power in Downing Street6”

(bbc.co.uk, May 10, 2007) (See Table 5.2.6). Additionally, Blair was famous for media manipulation techniques that served him well. Besides being the youngest Prime Minister elected so far, he was often depicted as a charismatic leader

(http://news.bbc.co.uk/2/hi/uk_politics/). The charisma of Tony Blair seems to have granted his Government “immunity from attacks,” because the public and the critics in

Parliament were more “accommodating” (2008: 85). This may have been the reason for lack of political support for the small British bands and independent record houses in their opposition to Warner-EMI merger.

Having given an overview of factors inducing emergence of scandal, below I provide a synopsis for each case showing how these factors influenced the emergence of scandal in each case.

6 Downing Street, also referred to as “Number 10”, is where the U.K. government resides (similar to White House for the U.S. presidency). 114

At the time of the LSE-TMX merger announcement, it was the third term of

Stephen Harper’s minority government in the 40th parliament (See Table 5.2.1). After two terms in power, the Harper government was vulnerable against populist concerns brought up by the opposition in the Parliament (The Globe and Mail, February 10, 2011).

The constant attacks of opposition in the House of Commons signaling an early federal election made the government even more sensitive to voter sentiment (The Globe and

Mail, February 10, 2011) (See Table 5.2.7). Once TMX was labeled as a “national strategic asset” in a “strategic industry” (The Globe and Mail, February 14, 2011) and linked to Canadian pride and sovereignty (National Post, March 9, 2011), the Harper

Government could not support the deal. Although TMX had good relations with the

Conservative Government (The Globe and Mail, February 18, 2011), the Harper

Government stayed away from the deal, trying to avoid accusations such as “selling the farm” (The Toronto Star, March 9, 2011). The stakes were high for both the governing party and the opposition parties. For the opposition parties, the LSE proposal was “God- sent” (The Globe and Mail, February 12, 2011).

When the SGX-ASX merger was announced in Australia in 2010, it was shortly after the general elections and the Australian parliament was a hung parliament (See

Table 5.2.1). Before the announcement of the deal, a power battle within the Parliament took place between the Australian Labor Party (ALP) and the Coalition (Liberal Party,

Nationals, and Liberal National Party), which negotiated with the Greens and

Independent Party Members of Parliament (MP) in their attempts to form a government.

To get support of the Greens and the Independents both the Coalition and the ALP responded to lists of demands, which mainly emphasized regional policy outcomes.

115

Prime Minister Gillard (ALP) was able to gain the support of Andrew Wilkie

(Independent MP), Adam Bandt (Greens MP), Tony Windsor (Independent MP) and Rob

Oakeshott (Independent MP), while Bob Katter (Independent MP) chose to support the

Coalition. Still, the Independents and the Greens reserved the right to vote differently on issues, especially ones concerning regional policies (See Table 5.2.4a). Securing the smallest possible majority of 76 to 74 to pass the budget and survive no confidence motions, the Gillard Government was granted a second term with a minority government

(Rob Lundie, 2010).

As soon as SGX-ASX announced the merger proposal, the Greens announced their opposition depriving the government of its lower-house majority (See Table 5.1.6i).

Bob Katter (Independent) gave support to Greens saying the merger was lunacy. The

Nationals and Liberals of Coalition showed their dislike of the deal with their leaders emphasizing the threat to national interest. Even from the start, the deal looked

“politically untenable” (The Age, October 27, 2010). The only way for the Gillard government to overcome the opposition of Independents and Greens was to make an alliance with the Coalition (The Age, October 27, 2010). However, considering the fact that the Nationals and Liberals were already up in arms against the deal that did not look very likely. Within couple of days of announcement the number of MPs opposing the deal increased making it even more difficult for the incumbent government to approve the deal. In such an environment supporting the deal was almost a political suicide (The

Australian, October 29, 2010). With all non-government parties opposing the deal, ALP alone could not support Gillard government. The evidence shows that relatively small parties (Greens and Independents) in Australian Parliament not only initiated a scandal

116

but also mobilized other parties in the Parliament (See Table 5.1.6j). This finding suggests that leverage of non-government parties and minority status of the incumbent government in the Australian Parliament allowed the denouncers in the Parliament

(Greens and Independents) to quickly organize an opposition against the merger proposal.

Within hours of DAE's announcement of the bid for Auckland International

Airport, New Zealand First, the Greens and Sir Barry Curtis, mayor Manukau City

Council, all came out against it (The Dominion Post, July 28, 2007) (See Table 5.1.6e).

Local election being close by, mayoral candidates of Manukau and Auckland joined the opposition soon after (See Table 5.2.1). Almost all of the mayoral candidates running for mayor in Auckland and Manukau, all seven out of eight, stated their support for the opposition against the DAE bid (The New Zealand Herald, July 25, 2007) (See Table

5.1.6e). Some of the editorials suggested that the politicians were not concerned with the economic ramifications of the bid, but what effect the deal would have on voters’ perceptions on the candidates’ handling of the economy, especially the “sensitive assets”

(The New Zealand Herald, August 8, 2007) (See Table 5.2.7). A Herald-Digipoll survey of 400 people in Auckland City showed that support for Labor party declined since the bid was announced (The Dominion Post, August 7, 2007) (See Table 5.1.6f). The center- left Labor-led coalition was already trailing badly in the opinion polls (The New Zealand

Herald, August 7, 2007), this further decline made it politically challenging to support the bid. A rejection of Manukau and Auckland’s opposition to the bid could have been

“damaging to the Labor Party”. Therefore, the Labor Party ended up “grabbing the airport issue with both hands” and joined the opposition to the deal (The Dominion Post,

August 7, 2007) (See Table 5.2.7). In effect, Trade Minister Phil Goff and Prime Minister

117

Helen Clark signaled that the government opposed the bid. The government chose “to score political points at the expense of the country's credibility in matters of international finance” (The Dominion Post, August 7, 2007).

Shortly before News Corporation announced its bid for BSkyB, the general elections took place in the U.K, May 2010. The general elections resulted in a hung parliament. No single party won an overall majority for the first time in the UK

Parliament since February 1974. The Conservatives won the most seats, 306, Labour were down by 90 seats, leaving them with 258, and the Liberal Democrat got total of 57 seats (parliament.co.uk) (See Table 5.2.4a). Labor Party received 29% of the vote, lowest since 1983 (parliament.co.uk). Considering the significant loss Labor suffered in the elections and the change in party leadership (from Gordon Brown to Edward Miliband),

Labor had a lot to accomplish in the 55th U.K. Parliament.

The Conservative discontentment with the coalition (The Telegraph, http://www.telegraph.co.uk/, May 13, 2010) allowed Labor to take over the Parliament depending on circumstances (See Table 5.2.4a). This discontent later on turned into vocal appeals to Cameron to shuffle the cabinet due to “incompetency” and being “out of step” with grassroots members. The conservatives seemed to resent the influence that the

Liberal Democrats had on the cabinet (The Guardian, http://www.theguardian.com/,

February 19, 2011). The case evidence shows that this discord between coalition parties proved to be beneficial for the Labor Party that was trying to win back the majority lost.

Labor leadership was not shy of using the News Corporation deal and the scandal surrounding Murdoch-Conservative Party relationship as a means to change the power dynamics in the Parliament.

118

Labor was one of the first powerful allies of the media alliance. Edward Miliband seems to have used this opportunity to mobilize politicians across the parties against the

Conservative leadership in the Cabinet (The Observer, July 10, 2011). The existing conflict within the cabinet allowed Miliband to mobilize Liberal Democrats in the coalition as well (The Guardian, July 7, 2011). Thanks to News Corporation bid scandal,

Labor leadership in the Parliament became unquestionable, such that Labor was considered as the “voice of people” (The Guardian, July 13 2011).

CNOOC bid for Unocal (July 2005) took place within the second term of George

W. Bush Presidency (See Tables 5.2.1 & 5.2.5b). While in his first term Bush had both the Congress and the popular support, in his second term this seems to have changed.

George W. Bush’s presidential approval ratings dropped from 62% in the first term to

37% in the second term (www. gallup.com). The CNN/USA Today/Gallup poll found that fewer people considered the President to be honest and trustworthy, and 53% said they believed his administration deliberately misled the public about Iraq's purported weapons program before the U.S. invasion in 2003 (http://edition.cnn.com/2006/POLITICS/01/26/ bush.poll/) (See Table 5.2.5b). “Declining trust impaired the symbolic armor of presidency” and made Bush “vulnerable” to attacks and allegations (Adut, 2008: 109).

Making President Bush even more vulnerable was the upcoming election in

November, 2006. Mid-term elections made the lawmakers more susceptible to

“momentary passions” such as populist demands (The Philadelphia Inquirer, March 9,

2006). The elections seem to have created a chasm in the Republican Party (See Table

5.2.7). The lawmakers in both Democrat and Republican Party were trying to “catch up to public opinion before they answer to voters in November [2006] - especially in the

119

House, whose members face reelection every two years” (The Philadelphia Inquirer,

March 9, 2006). CNOOC case data shows a divided political elite trying to appeal to constituents before the November, 2006 elections (See Tables 5.1.6c and 5.2.8).

When CNOOC announced its bid for Unocal end of June 2005, it took only a week for U.S. House Resources Committee chairman Richard Pombo (R-Calif) and

Armed Services Committee chairman Duncan Hunter (R-Calif.) to create uproar within the Congress, which led to two measures aimed at blocking the deal (See Tables 5.1.6c and 5.1.6d).

Overall, the cross-case analysis reveals that minority governments, coalitions, governments led by Presidents/ Prime Ministers trailing at the polls and governments facing elections are more prone to scandals. Scandal and successful mobilization of allies and audiences seem to depend on presence of political elites who can use their leverage within Parliament/ Congress to determine the outcome of the deal, which support the arguments of Cress & Snow (2000) on necessity of sympathetic elites and state bureaucrats in successful mobilization.

Framing strategy used: National metonymy and metaphor. In regards to how the deals were framed as wrongdoing, the cross-case evidence reveals that both powerful and less powerful actors strategically used metonymy and metaphor to reproduce

“national cultural identities and differences” (Riad & Vaara, 2011: 737) (See Table

5.2.8).

Riad and Vaara define metonymy as “a figure of speech that replaces the name of one thing with the name of something else associated with it” (2011: 735-6). A word substitutes for another on a basis of material, causal, or conceptual link. “The bottle for

120

alcoholic drink”, “the press for journalism”, or “the expression the pen is mightier than the sword” (Riad & Vaara, 2011: 740) are among common uses of metonymy.

Cross-case data reveals that metonymy and metaphor were crucial in substantiating the claims about the deals being threats to national interest. For example, the first public letter of the Canadian bank consortium stated that, “Canadians are quite capable of competing and winning on the global stage. Our success does not depend on selling out or waiting for others to 'save' us." (National Post, March 9, 2011) The bank consortium substituted “Canadian”, “our” and “us” with TMX, linking TMX to Canadian identity and pride. Thus, sale of TMX meant “selling out” (National Post, March 9, 2011) being Canadian. Another example is the name of Canadian bank consortium: Maple.

Maple stands for everything that is Canadian, emphasizing Canadian identity and sovereignty. By naming the consortium Maple, the banks linked their cause, their opposition to national ideals and pride.

Through examination of mainly press coverage on the deal, I found that the threatened actors and/or denouncers first constructed “us” reinforcing the national identity, then placed “us” against “them” emphasizing the difference. For example,

Maple Group’s emphasis on “Canadian pride” versus “foreign control”, Australian politicians’ emphasis on “democratic Australia” versus “authoritarian Singapore”,

American Congressmen pitting “democracy” and “private enterprise” in America against

“autocracy”, “state-run enterprises”, and “Communist Chinese”.

Audience interest in cases of no mobilization: Bystander public. Overall evidence shows that, the threatened actors and/or the denouncers worked to first secure the support of the political elites and the other audiences, second engage them in the

121

opposition and third maintain their involvement throughout the scandal process. As mentioned, not in every case elite allies were able to engage intended audience.

Although present in all cases, sustained interest of the audience seems to vary in terms of audience engagement. In three cases (New Corporation, CNOOC, DAE) active involvement of the audience in opposition to the deal revealed audience mobilization.

This active involvement ranged from street protests (News Corporation) to article comments and blogs (CNOOC, DAE). In three remaining cases (LSE, SGX and Warner) the audience showed more of a passive interest in the deal. While the audience in SGX showed hostility through a national poll (see Table 5.1.6l), audiences in both LSE and

Warner cases did not reveal any sign of support to the opposition against the deals.

Furthermore, whereas the audience in LSE-TMX case showed interest through following the news, the audience in Warner-EMI case did not show any interest. The interest of audience can be tracked through number of news articles on the deal (Adut, 2008).

I found that the term “bystander public” (McCarthy & Zald, 1977: 1221; Turner,

1970) defines the host country actors that follow the scandal surrounding the deal, but do not engage in opposition against the deal. Bystander public refers to actors who do not actively support a cause but only witness the social activity (McCarthy & Zald, 1977:

1221).

Cross-case analyses demonstrate a difference even within this bystander public.

Bystander public can refrain from active support but show support through opinion polls

(SGX-ASX), do not get involved at all but follow the news on the opposition (LSE-

TMX) and can ignore the news leading to decline in news coverage (Warner-EMI) (See

Table 5.2.9).

122

In the LSE bid for TMX, Dwight Duncan, the denouncer of the deal as a wrongdoing drew on the Canadians’ anxiety over recent financial crisis and signs of economic depression. Furthermore, to be able to engage the Canadian public, Duncan called for a public poll or vote on the issue (The Globe and Mail, February 10, 2011). The finance and banking elites that formed the Maple Group later on put together a public letter, which was published all over national press calling the merger a "sell out". Despite of their efforts, neither Duncan nor the Maple Group could initiate an active involvement of the non-elite audience in Canada. Yet, 148 articles in five months show evidence of an interested audience, bystander public (see Table 5.1.4).

Similar to LSE-TMX deal, in SGX-ASX the political elite failed to mobilize multiple audiences despite of their inflamed framing and frame amplification. The opposition in parliament was in uproar "determined to fight against" the merger under the leadership of Bob Katter and Bob Brown (The Australian, October 29, 2010). After three weeks of allegations and MP hostility, the audiences did not gather in opposing the bid, but they showed support through disapproving opinion polls (See Table 5.1.6j).

Different from the LSE-TMX and the SGX-ASX deals, the Warner-EMI data shows weak evidence for scandal, which is indicated by low interest of intended audience. Despite of the British press’ efforts in aligning frames of media and audiences, the merger proposal did not seem to appeal to the British audience (See Tables 5.1.4 and

5.1.6k). The press linked the business transaction to loss of an icon, loss of culture and heritage, thus transforming the deal to a wrongdoing that threatens the British cultural heritage (See Table 5.1.6l). Additionally, the British papers used sarcasm and allegation about Eric Nicoli, EMI's executive chairman (i.e. “music man with no sense of finance”,

123

“former biscuit man”), analogies to prior mergers that brought an end to British icons (i.e.

Lucas-Varity merger) and the “unusual structure” of the proposed merger to amplify its framing. Yet, none of these were able to sustain the public interest. The interest in the merger proposal, which started in January with the bid announcement, died down by the end of the month. Even when the international (Scandinavian) and local (British) smaller actors gathered in Brussels to show their dissent (The Times, September 18, 2000), the

British press was not able to sustain the interest of audiences. As Michael Schudson argued, the power of media resides not in telling us what to think but in their ability to

“publicly include” (Adut, 2008: 79). Unlike LSE-TMX and SGX-ASX cases, where the bystander public showed interest and even support (SGX-ASX), in the Warner-EMI case the bystander public did not even show interest for the deal.

Host country opposition: Futility of MNC’s international and local network.

The cross-case analysis reveal that despite of MNC’s strong political and business network (see Tables 5.2.2 and 5.2.3) in the host country, the aggrieved local actors were successful in halting the merger/acquisition attempt of the bidding MNC. The success of the host country actors was mainly due to the successful mobilization of intended audience and/or alliance formed among the powerful actors, elites. This finding contradicts the findings and argument of liability of foreignness literature on importance of local network (Zaheer & Mosakowski, 1997) and the MNC literature on overwhelming international network of these organizations (Kostova, Roth, & Dacin, 2008).

In all cases, except for Warner-EMI merger proposal, the MNCs had enjoyed some type of leverage in the host country (See Table 5.2.3). While in CNOOC case

President Bush was more careful in giving support to CNOOC (through his security

124

advisor and member of administration), in News Corporation case, both the Prime

Minister and the minister in charge of assessing the bid proposal revealed their support for the bid. SGX and DAE cases reveal even involvement of the MNC home country political elite in lobbying for the deal. However, lobbying power did not seem to have generated expected results for LSE and SGX. Despite of target company’s intense lobbying efforts in the Parliament and media support, both LSE and SGX bid proposals failed.

In cases LSE and SGX, increasing international community or global industry pressure did not seem to influence the opposition within the host country, either.

International support for the deal did not seem to give the supporters any kind of leverage in the host environment once the scandal started.

In case of SGX-ASX merger proposal, the news of two recent merger agreements signaling increasing competition within the industry (NYSE Euronext, the parent company of the New York Stock Exchange, and Germany's Deutsche & London Stock

Exchange and Toronto Stock exchange) increased the pressure on both the Australian

Government and the exchanges trying to merge. For example, John Brogden, Financial

Services Council CEO, said "For Australia to be seriously considered as a regional financial centre, we can't have the government saying no to these sorts of mergers”

(Sydney Morning Herald, November 12, 2010). Australian newspapers reported the pressure on the Gillard Government from the international investment community and industry (The Age, February 11, 2011). However, this did not lead to any decrease in allegations or opposition against the deal; subsequently, the Gillard Government rejected the bid.

125

In case of LSE-TMX merger proposal, two well-known advisory services, ISS

Proxy and Glass Lewis Advisory Services, supported the LSE deal emphasizing the synergies and benefits for Canada. For example, in its report evaluating the LSE-TMX merger, ISS Proxy Services stated that, "Given that the Canadian bound strategic vision driving the Maple Group offer is no more compelling than that of the broader LSE transaction, yet the high leverage alone carries significantly more structural and (in potentially limiting future growth strategies) strategic risk, there is little incentive for shareholders to take that alternate course” (National Post, June 24, 2011). Yet, this endorsement from such a respectable American shareholder advisory firm did not really slow down the opposition building up against LSE.

Emergent model: Sequence of processes. Cross-case analysis supports existence of four distinct processes, politicization, scandal, mobilization and hostile reaction (See

Tables 5.1.6a to 5.1.6l). However, these processes did not take place in a linear order as I suggested in the theoretical model (Figure 1.1 in Chapter 1). Cross-case data shows that

(see the dates provided in the process tables for each case) politicization, mobilization and/or hostile reaction happened simultaneously throughout the scandal process. In all cases, except for News Corporation, frame bridging and transformation decreased while instances of frame amplification and hostile reaction increased. Co-opting allies and mobilization attempts kept on going throughout out the process. However, not all mobilization attempts yielded success (See Tables 5.1.6h, 5.1.6j, 5.1.6l). In these cases hostile reaction and frame amplification seem to have made up for lack of mobilization.

An analysis of six cross-border deals allowed me to identify politicization, mobilization and hostile reaction as processes subsumed in scandal process. Cross-case

126

data suggests that during the time between deal announcement and incompletion, specific host country actors strategically used the three processes to keep scandal alive and subsequently pressure the MNC to withdraw or terminate the bid proposal (See timeline for each case in appendices).

Adut (2008) defines scandal as an event that starts with publicization of a real or alleged transgression to a negatively oriented audience. The data shows that three basic elements of scandal outlined by Adut (2008), publicization of the deal a wrongdoing,

“aggrieved” actors (2008: 12) and sustained interest are present in the process leading to withdrawal of all cases (See Tables 5.1.3 and 5.1.4).

An examination of the cross-case data shows that framing processes formed the foundation of scandal and kept the scandal alive because these processes allowed the aggrieved parties (the threatened actors and the denouncers) to publicize the wrongdoing in a way that not only sustained the interest of the audience but also mobilized them. The evidence reveals wide use of three frame alignment processes—bridging, transformation and amplification—along with co-opting of allies in politicization of the deals within the scandal process (See Table 5.1.2).

Examination of the data shows that in initiating scandals, success in use of frame alignment processes was crucial as the denouncers and threatened actors had to make sure that the deals were transformed into transgressions (See Tables 5.1.2 and 5.1.6a to

5.1.6l). Across cases, the success in framing the transaction as a threat indicated that the cross-border bid was politicized because the threatened actors and their allies succeeded in transforming the deals into “blameworthy violations of crucial public values”

(Brändström & Kuipers, 2003: 280). Cross-case evidence shows that the opponents of the

127

deals did not stop using frame alignment processes with the emergence of scandal, but these actors kept on politicizing the bid until the bidder withdrew the bid (See Tables

5.1.2 and 5.1.6a to 5.1.6l). One exception is the Warner-EMI case, where the threatened parties stayed behind the scenes during both scandals (in the U.K. and at the regional

European level). The success for the threatened actors did not come with short-lived scandal but with the involvement of industry conglomerates, which had an influential bureaucratic network within the European Competition Commission (See Table 5.1.6l).

Examination of the data shows that denouncers and threatened actors, being the

“antagonistic actors,” formed “ coalitions” (Adut, 2008: 84) in their attempts to thwart the deals, except for the Warner-EMI case. Coalition of elites across cases provided evidence for co-opting of allies (See Table 5.1.2). These coalitions mainly involved political, or in the case of LSE industry, elites convening diverse actors with different interests in making claims against the cross-border deals. Such coalitions allowed the threatened actors and denouncers to gather resources and to disturb the status quo encouraging the deal. The elites in the host environment provided critical resources and facilitated the legitimation of the opposition to the other audiences in the host country

(McCarthy & Zald, 1977). The language and symbols used by elites exerted powerful influence over reception of values and ideals (Benford & Snow, 2000; Snow et al. 1986).

While all cases showed evidence for co-opting of allies and hostile reaction, three out of six cases revealed instances of mobilization and hostile reaction (News

Corporation, DAE and CNOOC). The three cases that revealed weak or no mobilization

(SGX, LSE, Warner) showed evidence for hostile reaction (See Tables 5.1.6h, 5.1.6j,

5.1.6l). This finding indicates that elite support was crucial for politicization of the deals

128

and generation of scandal. Despite hostility and aggressiveness that these powerful actors could generate, the elite involvement did not guarantee mobilization of intended audience. Overall, cross-case analyses indicate that “encouraging” the opposition “to act collectively” (Soule & Olzak, 2004: 480), the elites not only secured alliances within their own network, but also tried to mobilize multiple audiences. Allies within these elite networks revealed hostile reactions, which were further intensified when multiple audiences were mobilized.

Examination of mobilization processes by case. Along with Tables (5.1.6a to

5.1.6l) below, I provide a short synopsis on how, in each case, the elites of the host country gathered in making claims, whether they were successful in engaging other audiences and the extent of the hostile reactions revealed.

In the News Corporation case, where the threatened actors are the powerful actors, elites of the industry, the denouncers, are also the threatened actors (See Table

5.1.1). Starting with the day that the deal was announced, the threatened members of the press linked News Corporation’s bid for BSkyB to limiting people’s choices, a threat to

“media plurality” (The Daily Telegraph, June 15, 2010). Such a framing transformed the deal from a business transaction to a threat to choice and media plurality. Even at an early stage, this framing succeeded in mobilizing an audience with negative attitudes, which reveals politicization and mobilization (See Table 5.1.6a). A British social activist group called 38 degrees started campaigning against the deal. However, the framing of the media along with opposition campaign did not create much of a difference in progression of News Corporation toward completion.

129

Realizing this in October, the elites of the British press improved leverage in the industry by forming an alliance with the elites of the TV industry. The Telegraph Media

Group (Conservative), Trinity Mirror (Labor) and Guardian Media Group (Labor) got together in an alliance that was supported by British Broadcasting Corporation (BBC),

British Telecommunication (BT) and Channel 4 (theguardian.com, October 11, 2010)

(See Tables 5.1.1 and 5.1.2). The alliance’s first act was to substantiate its allegations and increase its credibility by sending a letter to Vince Cable, secretary of business initially examining the deal, accompanied by a memo prepared by the law firm Slaughter & May

(The Guardian, October 11, 2010). When making public allegations against a powerful transgressor such as News Corporation, strong verification of claims and high credibility are necessary (Adut, 2008).

Once formed, the media alliance started gathering the support of politicians within the Parliament, which revealed support for co-opting of allies (See Table 5.1.6a). First,

Ian Lewis (Labour Party, Member of Parliament) replicated the concerns of the media alliance shortly after Vince Cable intervened in News Corporation's proposed bid by ordering media regulator Ofcom to examine the bid. The same day as the bid’s referral to

Ofcom, a heated debate within the House of Lords took place, which revealed the support of political elites in the House of Lords.

More audiences, other than elites of media and politics, started to join the opposition. Campaign for Press and Broadcasting Freedom (CPBF) filed a submission saying that the acquisition of the whole of BSkyB by News Corp would have "a considerable negative impact on media plurality” (The Sunday Telegraph, November 21,

2010). The Church of England followed the social activist organization in its vocal

130

opposition and warned that the integrity of Sky News could be compromised by "subtle editorial influence" (The Daily Telegraph, November 23, 2010). The opposition against the deal was no longer confined to elites of industry and politics; the deal became a wide- range scandal having mobilized even a religious institution.

In December, David Cameron (PM) removed Cable from the duty of assessing the deal due to being biased. Having lost a key ally in the coalition government, the media alliance increased the intensity and frequency of its attacks (See Table 5.1.1). Toward the end of 2010, public polls started showing success of the alliance in politicization of the deal (See Table 5.1.5). ICM, a media research company, found 5% of people surveyed said that they supported the deal (The Herald, December 28, 2010). In order to put a definitive end to the bid, the media alliance revealed new evidence on phone hacking scandal that troubled the British subsidiary of News Corporation from 2007 to 2009 (The

Guardian, http://www.guardian.co.uk/, January 26, 2011). These revelations not only elevated morality related claims against the News Corporation but also placed its ability to conduct ethical organization practices in question (see Tables 5.1.2 and 5.1.6b). In a parliamentary upheaval, Frank Dobson (Member of Parliament) stated his position saying, "Were News International, with their record of wrongdoing they have admitted so far, to apply to run a minicab firm they would not receive a license" (The Independent,

July 7, 2011).

Continuous allegations of media and political elites coupled with phone hacking scandal revealed by the media alliance became devastating for News Corporation (See

Tables 5.1.2 and 5.16b). Diverse audiences gathered in opposition to the News

Corporation bid and showed their frustration. London School of Economics interrupted

131

the speech of Jeremy Hunt protesting the deal, Avaaz and 38degrees organized

“flashmob” demonstrations in front of Parliament and even the business world showed hostile reaction by pulling their ads from the News Corporation organization that was associated with phone hacking (See Table 5.1.6b). The hostile reaction against the deal involving multiple audiences kept expanding, which pressured the Cabinet and the PM.

Jeremy Hunt received 156,000 responses, including 154,000 through the New York- based Avaaz campaign group and a paper petition with 100,000 signatures directly opposing the takeover (The Times, July 9, 2011).

Unlike the media alliance in the News Corporation case, in CNOOC-Unocal case

Chevron—as the threatened actor—did not seem to get its hands dirty, except for a couple of public comments. Similar to Eller and Company, Chevron used its lobbyists to secure allies before the CNOOC proposal was announced (See Tables 5.1.1 and 5.1.2).

Chevron’s lobbyists were political and business elites themselves (The Washington Post,

July 12, 2005) so it did not prove to be difficult for Congressmen from California and

Texas (The Deal, June 23, 2005) to convene political elites in the Congress (See Tables

5.1.1 and 5.1.6.c). The lobbyists linked the CNOOC proposal to national security and trade, and human rights concerns turning the deal into a threat to American interests.

Therefore, politicization of the bid was first carried out by the Chevron lobbyists and second by the representatives that they appealed to (The Washington Post, July 26, 2005)

(See Tables 5.1.2 and 5.1.6c).

This initial set of representatives denounced the bid as a threat and co-opted more allies within Congress. The data shows that two days after the announcement, the opposition to the bid was no longer restricted to a small group of representatives from

132

California, which highlights the successful co-opting of allies within Congress (See Table

5.1.6c). Members of Congress joining the opposition showed stronger reactions, such as an amendment to a bill or a measure aiming to block the bid (See Table 5.1.6d). For example, just a week after the bid proposal announcement, the House of Representatives passed two measures, both of which were aimed at blocking CNOOC's bid for Unocal

(The Washington Post, July 1, 2005).

Alliance between political elites and Chevron coupled with the media’s emphasis on problems with China (i.e. currency, trade, human rights), ignited the interest of audiences who soon enough started to express hostile reactions to the deal (See Table

5.1.6d). Online social platforms, i.e. freerepublic.com and democraticunderground.com, started threads on the bid, which led to long debates. In a matter of ten days, the platforms were full of comments criticizing CNOOC, China and the Bush

Administration. The concerns of the commenters matched the ones brought up by the denouncers, the members of Congress, which indicated successful frame alignment, thus politicization. For example, Adam_az was critical of the current administration and voiced his anger stating, “What other critical assets that are vital to our nation should we put on the auction block? How about the Blackhawk assembly line? Hey, if they want to buy it...who are we to stop it? Right? After all, it's just a "feeling" that it might be a bad idea” (adam_az, July 4, 2005).

The level of hostility in Congress increased (See Table 5.1.6d), when the uproar in the House of Representatives seemed to influence neither the President nor the Chinese firm to act. The Senate acted by introducing a bill blocking CNOOC acquisition of

Unocal (The Deal, July 18, 2005). Then, looking for a more urgent and definitive solution

133

that showed the frustration of the Senate, Senators voted unanimously to pass an amendment to the foreign operations appropriations bill that would prohibit a transaction that “ would threaten U.S. energy supplies and national security” (The Deal, July 21,

2005). Following aggressive and hostile actions of the Senate, on July 22nd Congress approved an energy bill, which mandated that a CNOOC acquisition of Unocal undergo federal scrutiny that would delay the deal by at least 120 days. Facing the increasing hostility in Congress, on August 2nd CNOOC withdrew its bid for Unocal.

Similar to prior cases, DAE’s bid for Auckland International Airport data also reveals not only an alliance of New Zealand’s political and industry elites, but also mobilization and a hostile reaction of non-elite audiences (See Tables 5.1.6e and 5.1.6f).

New Zealand First Leader (Winston Peters), the Greens co-leader (Russel Norman), and

Manukau City Major (Sir Barry Curtis) denounced the deal as detrimental to national interest and economy (The Dominion Post, July 24, 2007). For example, Winston Peters stated, "the deal would mean a foreign takeover of arguably our most important strategic asset (which) explicitly seeks to favour one particular foreign-owned airline over Air

New Zealand" (See Tables 5.1.6e). Shortly afterward, the denouncers gained the support of Auckland City as well (The New Zealand Herald July 24, 2007).

The DAE case is the only one among the cases revealing incumbent Helen Clark and her cabinet’s involvement in the opposition (See Table 5.1.2). The data shows that the government actually took precautions in pressuring DAE to drop the bid. Initially it was mainly Winston Peters framing the deal and trying to mobilize as many audiences as possible by aggressively introducing new issues (The Dominion Post, July 24 2007).

Through strategic use of frame alignment procedures, political elites in the Parliament

134

and provincial governments influenced the way that the deal was perceived in New

Zealand (See Table 5.1.6e). For example, not long after political and industry’s opposition to the deal, people started contacting newspapers to voice their opposition, writing comments to the articles on the transaction and contacting their mayors on the issue. Soon enough all the mayoral candidates in Auckland and Manukau announced their opposition to the bid. In the Parliament, the Greens became vocal, Sue Kedgley calling for the bid by Dubai Aerospace to be halted (See Table 5.1.6f). Ms. Kedgley made a provocative statement in which she said that most New Zealanders did not want the takeover to go ahead (The New Zealand Herald, August 1, 2007).

The political heat became even more unbearable for DAE when Trade Minister

Phil Goff announced his support to the local opposition in Auckland, which was immediately backed by Helen Clark (The New Zealand Herald, August 6, 2007). The

Clark Government became even more aggressive and encouraged increase of government shares through a third party acquisition. A local investor, Infratil, joined New Zealand

Superannuation Fund and purchased a 6.2 per cent stake in the Auckland International

Airport. Additionally, Infratil stated that the firm was ready to form an alliance with

Manukau and Auckland regarding their shares in the Auckland International Airport (The

Dominion Post, August 17, 2007). Government’s involvement further pressuring DAE highlighted the visible acts of hostility leaving DAE no other alternative but to terminate the deal.

The evidence for LSE-TMX case does not show even weak evidence for mobilization. The hostility observed (See Table 5.1.6h) was mainly generated by the elites of the Canadian finance and banking industry and the provincial politicians. As

135

soon as LSE announced its bid for TMX, National Democratic Party leader, Jack Layton, and Ontario Finance Minister, Dwight Duncan, denounced the deal as a wrongdoing.

They mainly addressed the middle class audience, who form their voter base, bringing up financial anxieties. By introducing multiple concerns in such a short span of time, such as loss of a "strategic asset w/n a strategic industry" (The Globe and Mail, February 14,

2011) and TMX’s “being influenced by Middle Eastern interests” (one of the largest shareholders of LSE is UAE) (The Globe and Mail, February 14, 2011), Dwight Duncan tried to appeal to as many audiences possible (See Tables 5.1.2 and 5.1.6g). However,

Duncan’s framing appealed only to politicians in Ontario and to the finance and banking industries.

Similar to the British media alliance, realizing lack of elite and non-elite support for opposition, the three largest banks of Canada announced their opposition (Toronto-

Dominion Bank, Canadian Imperial Bank of Commerce and National Bank of Canada)

(National Post, March 9, 2011) (See Table 5.1.6g). This alliance was certainly surprising for most Canadians because the banks “almost never team up to stand against a takeover- especially with such blunt language"(National Post, March 9, 2011). The trio of banks put together a public letter, which was published all over national press calling the merger a "sell out". The evidence shows an alliance between provincial politicians in

Ontario, later on Quebec as well, and powerful actors of the industry. This alliance is an example of successful co-opting of allies within elites of host country (See Table 5.1.2).

Realizing that the public letter did not bring out any new support, the banks

“launched their own nationalistic attack” and announced a competing bid for TMX

(National Post, May 16, 2011). Even after the competing bid, LSE kept moving towards

136

deal completion. Similar to all other cases examined, except for Warner-EMI, progression of the bidder towards completion increased the mobilization efforts and hostility of the bank consortium (See Table 5.1.5 and 5.1.6h). The banks (named themselves Maple Group) stepped up their efforts to "bolster its ranks with TMX shareholders". The Maple Group with its constant attacks on LSE and lobbying did not have difficulty in securing the alliance of giants in the investment and insurance industry

(National Post & The Gazette, June 8, 2011).

Having secured alliance of the industry and isolated TMX, Maple group increased its aggressiveness further by launching a “proxy fight.” The Quebec government, which refrained from solidifying its position, joined the opposition by supporting the Maple

Group (National Post, June 15, 2011). The support at the political level was finally supported with TMX shareholder support for the Maple bid. A quick shareholder survey published by Reuters revealed that out of 11 shareholders only one supported the LSE bid

(National Post, June 16, 2011). Right before the shareholder vote on LSE proposal,

Maple Group increased the level of its hostility by launching a "public relations blitz”

(The Globe and Mail, June 25, 2011). Strong alliance formed within the industry and aggressive attacks (frame amplification) blocked any possible LSE attempts to co-opt allies in the industry. This aggressiveness, mainly by the Maple Group, isolated both

TMX and LSE, and subsequently turned Canada into an unwelcoming state for LSE.

Overall, the case evidence shows that Canadian elites in politics and finance “convened power” (Lindsay, 2008: 75) by forming alliances. Such an alliance allowed the elites “to coordinate activity” (Lindsay, 2008: 75) within the finance and banking industry, which led to termination of the LSE-TMX merger proposal.

137

The data for SGX-ASX merger shows that upon announcement of the merger proposal, Australian politicians publicized the deal as harmful to Australia’s interests.

Greens and Independent MPs coupled with the Coalition, the denouncers, started to link the deal as many issues as possible in order to transform the deal into a serious transgression of values (See Table 5.1.6i). For example, Greens leader Bob Brown accused Singapore of being run by oligarchs and he stated that the Greens would pursue a review of democracy and free speech in Singapore before deciding whether to allow the deal (Australian Financial Review, October 27, 2010). In a short amount of time, the opposition from these three political parties turned into a “political crossfire” (The West

Australian, October 27 2010). In Parliament the numbers kept “stacking up against the deal being approved” with Independent MPs being "determined to fight against" the merger (The Australian, October 29 2010).

The case data reveals that MPs used bills and resolutions as threat to the incumbent government and the MNC. For example, Bob Katter and Tony Windsor

(Independent MPs) declared that they were putting forward a resolution to be discussed in parliament that would affirm opposition to “any sale of the Australian Securities

Exchange that would provide majority foreign ownership'' (The Australian, October 29,

2010). Senate level opposition followed the opposition at the House of Representatives level (Canberra Times, November 1, 2010).

The opposition did not show any signs of slowing down even after the concessions SGX and ASX were announced. The independent MP Bob Katter likened the revised offer to “putting a dress on a pig'' and he announced a private member's bill to stop it. The independent senator Nick Xenophon said that he had reservations about the

138

bid and he suggested a Senate inquiry (The Australian, February 16, 2011). Similar to

LSE-TMX case there was no evidence for mobilization (See Tables 5.1.6j and 5.1.6h); yet, a UMR Research poll in December revealed the opposition of Australians against the bid (The Australian, February 16, 2011) (See Table 5.1.6j). The results of the poll showed that the political elite in Australia was able to align their framing of the deal with the one of non-elite audience, which reveals powerful actors’ success in politicization of the deal.

The uproar in the Parliament and the public opinion on the deal pushed the Gillard

Government to the corner. Considering the fact that the Gillard Government was a minority government, with so much opposition, it became unfeasible to approve the merger. On April 8th, Singapore Stock Exchange finally walked away from its proposed bid for ASX, after the Gillard Government formally knocked back the takeover (The

Sydney Morning Herald, April 8, 2011).

Exception to my overall findings seems to be Warner-EMI merger proposal, which revealed that even without a scandal leading up to mobilization, the deal might fail due to hostility of regulatory agencies. Among all the cases, the data for Warner bid for

EMI shows weakest evidence for scandal and mobilization (See Tables 5.1.1, 5.1.3, 5.1.5,

5.1.6k and 5.1.6l). A review of the articles on Warner-EMI deal suggests that the disadvantaged actors of the industry (small bands and artists represented by the British

Academy of Composers and Songwriters) formed an alliance with the British media.

Subsequently, British media denounced the deal as another “American takeover” bringing the end of a “British icon” (See Table 5.1.6k) Although the publicization of the deal as a loss of a national icon seems to have generated some media coverage, the

139

interest of intended audience was not strong enough to maintain news on the merger.

Even when the British Academy of Composers and Songwriters allied with Scandinavian

Composers and Song Writers “strongly protesting against the deal” (The Times, June 9,

2000), audience interest did not seem to pick up (See Table 5.1.4). With an opposition at the European Union level, British Academy of Composers and Songwriters seems to have secured more powerful allies, international competitors of Warner Music and EMI

(Mail on Sunday, October 8, 2000) (See Tables 5.1.1. and 5.1.2).

In this case, the termination of the merger proposal does not seem to be due to scandal but due to powerful allies that secured the alliance of the European Commission bureaucrats (See Table 5.1.6l). Such an alliance between political and business elites of

Europe seems to have been strong enough to stop the deal. This finding actually lends support to my argument that when the political, legal or bureaucratic processes work for the threatened host country actors, there would be no need for scandal. Therefore,

Warner-EMI is the only case that suggests decreasing scandal when actors can co-opt powerful allies and get bureaucracy work for them.

140

VI. DISCUSSION

In this dissertation, I analyzed six cases that I found through a Google search with key words and case search based on cases already found. These six cases were unconsummated friendly cross-border deals seeking to merge or acquire more than 50% of the target. All six cases had enough local media coverage and archival data on them allowing for an in-depth examination in the host country language (English).

The six cases examined are News Corporation bid for BSkyB, CNOOC bid for

Unocal, London Stock Exchange bid for Toronto Stock Exchange, Singapore Stock

Exchange bid for Australian Stock Exchange, Time Warner bid for EMI and Dubai

Aerospace bid for Auckland Airport. While there is no ideal number of cases in cross- case studies, a number between 4 and 10 cases usually works well (Eisenhardt, 1989).

The six cases allowed for emergence of a framework with complexity that has empirical grounding. The number granted an in-depth analysis of each case with large volumes of data making it possible to cope with complexity (Eisenhardt, 1989).

In development and refinement of the framework, I used a case-replication (cross- case synthesis) method (Yin, 2008; Eisenhardt, 1989) method, which forced me to look beyond initial impressions of the Dubai Ports World case that inspired my conceptualization and see evidence through multiple lenses (Eisenhardt, 1989). Along with a replication technique, I also used a chronology development technique (Yin, 2008) in analysis of six cases.

141

Examination of cases one by one and looking for patterns confirming/ disconfirming emergent framework allowed for a better understanding of “dynamics underlying the relationships, the ‘why’ of what is happening” (Eisenhardt, 1989: 543).

Such an understanding of why emergent relationships occur in a certain way was crucial to the establishment of internal validity (Eisenhardt, 1989).

My objective in this dissertation was to understand the processes leading to incompletion of the high profile cross-border deals. I studied six high profile cross-border transactions that involved MNCs from Europe, U.S., Middle East and Asia and demonstrated the way the four processes emerged and progressed leading up to deal incompletion. My cross-case analyses revealed interesting patterns as summarized below.

In my theory section, I conceptualized that scandal gave the less powerful actors the opportunity to quickly discredit the offender and the powerful inhabitants associated with the offender with little coordination cost. Additionally, I argued that through use of established networks and resources (Schneiberg & Lounsbury, 2008: 650) the less powerful actors mobilized the intended audiences.

I found that not only less powerful actors but also powerful actors, elites, seek to initiate a scandal when the host country political, legal or bureaucratic processes do not work for them in thwarting the deal. The actors initiating the scandal strategically use politicization, mobilization and hostile reactions simultaneously in keeping scandal alive.

In cases where the elites could not mobilize the intended audience, these powerful actors substituted mobilization with increased levels of aggressiveness and hostility. The findings highlight that even the powerful actors seek to initiate a scandal especially when the social costs of starting one are low. For example, in an environment where the

142

incumbent government is weak, the sanctions for opposing the deal, which the government approved, are almost nil and it is easier to secure allies against the approval of the deal.

The cross-case findings also demonstrate that both less powerful and powerful actors, elites of host country, need to not only secure the alliance of the other elites but also mobilize intended audiences. The main difference between the two seems to be the ease of convening power. Thanks to their vast networks, the elites enjoy access to other elite networks within the host country.

In my conceptualization of the processes leading up to incompletion of cross- border deal, I argued that scandal was a form of “institutional resistance” (Lawrence,

2008: 173) that entailed the attempts of the less powerful actors to place limits on the domination of powerful players in an institutional environment. In regards to powerful actors, I conceptualized that a threat to these actors would normally lead them to initiate strategies associated with “institutional control” (Lawrence, 2008: 174), which involves techniques based on the rules of the game and the allocation of resources to maintain their more powerful position.

However, the findings reveal that scandal is both a form of maintenance when used by the host country elites, as well as being a form of institutional resistance when used by less powerful actors. The findings reveal that the elites first tried to work the system in their favor by either simply voicing their concerns (LSE-TMX case) or lobbying behind the scenes (CNOOC-Unocal case). But when their attempts failed to ward off the threat through government intervention, the business elites threatened, or

143

their allies, as denouncers, initiated scandals. Such a strategic use of scandal to maintain the institutional system established indicates institutional maintenance.

The evidence revealed that the elite actors, by opposing the proposed bid, protected and extended the social relationships that empower them into other arenas or fields (Lawrence, 2008). These social relationships, embedded in and maintaining a specific institutional configuration, encourage specific sets of practices, symbols and taken-for-granted thinking patterns that empower those specific inhabitants (Lawrence,

1999, 2008). By opposing the merger or acquisition proposals, the political and industry elite in the host country showed the bidder MNC that the organization was not welcomed in the host country. Subsequently, these powerful actors defined or confirmed what was not acceptable in the host country.

Only in the Warner-EMI case, scandal seems to have become a medium of institutional resistance. In these cases advancing influence of globalization in the industry threatened the less powerful actors (small players of British music industry), who faced a greater “loss of autonomy” and “threat to identity” (Lawrence, 2008: 181). The findings on this case with less powerful actors highlight an important factor in creation and maintenance of scandal. The case evidence suggests that in an environment where political elites were united or contradictions were minimized (strong Tony Blair leadership and Cabinet) alliance with political elites were not feasible, subsequently the scandal initiated by the British press (kindled by the small players of music industry) died down fast.

My analysis of cross-case data also led to themes that were not conceptualized in the theory section. First, I found that in cases where the government was a minority/

144

coalition government within a hung parliament, in its second term and/or facing elections, the incumbent government was more “vulnerable” (Adut, 2008: 81) to attacks and scandal.

As Seo and Creed (2002) point out, contradiction among institutions within a configuration is not always apparent or manifest until a specific practice or event brings the contradiction to the forefront. The fact that scandals were visible in host countries where the incumbent governments were not stable and strong (i.e. minority government w/n a hung parliament) suggests that scandals reflect on the contradiction within the

Parliament. Additionally, the findings point out that scandal arises due to the contradictions between host country industry actors and the bidder MNC. These contradictions could have been minimized or reconciled; however the host country actors chose to maintain own institutional configuration rather than accommodating the one of

MNC.

Such a contradiction seems to have allowed for diverse interests within the

Parliament to flourish and unite against the incumbent government creating an upheaval.

The quick spread of opposition within the Parliament/Congress suggests that the reactions of the politicians were directed toward the host country audiences aiming to strengthen the power bases by appealing to more constituents. The more support the elites opposing the deal became, the weaker the incumbent governments became. Therefore, reaction of incumbent government and related agencies to the deal was not essentially directed toward the offender, but rather toward the intended audience, to signal resolution and “moral virtue” (Adut, 2005: 231).

145

The findings reveal that even governments that supported the deals (Bush

Administration in CNOOC and Cameron Government in News Corp) had to take a stance against the MNC and the bid due to the increasing “a feverish self-feeding fury” (Adut,

2005: 238) within the host country. In cases where the government had no objection against the deal (Gillard Government in SGX-ASX and Harper Government in LSE-

TMX), the diffusion of opposition and fury within the host country made it politically unfeasible to support the deal.

Second, the evidence highlights that both powerful and less powerful actors strategically used metonymy and metaphor to reproduce “national cultural identities and differences” (Riad & Vaara, 2011: 737). This finding supplemented my argument on host country actors constructing a collective discourse to influence the perception of the intended audience on the proposed deal. In my theorization section, I argued that the subdominant actors constructed a collective discourse initiating labeling of the MNC as an organization committing a transgression and the deal as the transgression. National metonymy and metaphors were used by both types of actors in constructing a discourse that put emphasis on national identity, character, sovereignty and pride. Such a discourse formed the foundation of “us” which is then placed against “them.”

Third, non-elite audience interest differed in terms of engagement in opposition publicized by the elites. The audience engagement ranged from low (showing no support and simply witnessing the scandal) and high (gathering to support the opposition). And finally, the cross-case analysis reveals that despite MNC’s strong political and business network in the host country, the “aggrieved” (Adut, 2008: 12) local actors were successful in halting the merger/acquisition attempt of the bidding MNC.

146

Before I present my dissertation’s contributions, below I provide a section on emergent model that differ from the one that was conceptualized.

Emergent Model

As discussed in the prior chapter, although politicization, scandal and mobilization and or hostile reaction were common across cases, there was a variance in how the scandal emerged and what happened throughout the scandal. The processes feeding into scandal while being fostered by the scandal processes seems to be common across all cases. Subsequently, facing environment of self-feeding fury, the bidding

MNCs in all cases withdrew or terminated the proposed bid. Figure 6 presents the model that emerged as a result of my analyses of six cases. The numbers under the boxes provide the number of cases that reveal the process.

Figure 6:

Emergent Model

SCANDAL DENOUNCER/THREATE POL.ELITE:) NED)ACTOR)TO) INDUSTRY) 5 INTENDED)AUDIENCE ELITE:"4 FRAME)BRIDGING FRAME) TRANSFORMATION IND.)and/or)POL) POLITICIZATION FRAME)AMPLIFICATION ELITE:)5 THREATENED) ACTOR/DENOUNCER) FRAME)BRIDGING AND)ELITE)ALLIES THREATENED" INTENDED) ACTOR"LEARNS" FRAME) AUDIENCE) SCANDAL POLITICIZATION:)CO> ABOUT"THE"BID TRANSFORMATION MOBILIZATION OPTING)OF)ALLIES INCOMPLETION FRAME) 6 3 (STRONG:5"))))))))))))WEAK:1) AMPLIFICATION 6 CO>OPTING)OF) ALLIES HOSTILE"REACTION 1 6

In all cases the processes leading to incompletion starts with local actors who learn about the deal either before or after the cross-border announcement. Only in the

CNOOC-Unocal case, the threatened powerful actor (Chevron) starts lobbying

(politicization) even before the deal announcement. Once the deal was transformed into a

147

wrongdoing and political elite allies were secured, the process for CNOOC was the same as the other four deals. Again the figure points out the fact that one deal (Warner-EMI) does not match the other five in terms of presence of supporting political elites, scandal and mobilization. In all cases other than Warner-EMI, political elites were involved in politicization of the deal (both in terms of addressing the intended audience and other political elites). In four cases (News Corporation-BSkyB, CNOOC-Unocal, DAE-

Auckland International Airport, LSE-TMX) the industry elites, the same as the threatened actors, were either involved in or were the ones directing the efforts maintaining the scandal. In three cases (News Corporation-BSkyB, CNOOC-Unocal and DAE-Auckland

International), mobilization was a crucial factor that sustained scandal. In cases where mobilization was not observed (SGX-ASX, LSE-TMX & Warner-EMI), hostile reaction of the elite actors substituted for the lack of mobilization. In all six cases, the evidence showed presence of hostile reaction. In all cases the processes of politicization, mobilization and hostile reaction maintained the scandal leading to incompletion of the cross-border deal. Below I provide a short overview of how the cases both diverge and converge in way that processes take place.

In CNOOC case, the evidence shows that the threatened actors started linking the deal with issues that the political elites were sensitive to and subsequently transforming the deal from a business transaction to a transgression even before the deal was announced in the host country. The threatened actor, Chevron started co-opting elite allies within Congress. Such an alliance with the political elites allowed for emergence of hostile reaction within the Congress and relatively fast mobilization of intended audience as soon as the bids were announced. The elite allies being the denouncers publicizing the

148

deals as wrongdoings threatening national security and the very existence of American nation continued politicization by linking the deal to issues that the intended audience is negatively attentive to, amplifying the values threatened and securing more elite allies.

These politicization efforts worked hand-in-hand with elite hostility in the Congress and intended audience mobilization and hostile reaction. The taking place simultaneously within scandal, politicization, mobilization and hostile reaction made the host country environment unwelcoming leading to proposed bid incompletion.

The elites of British press and TV industry, the media alliance, also turned the environment in the U.K. hostile against News Corporation, which led to withdrawal of the bid for BSkyB. Different from Chevron, the Media Alliance started politicization of the deal along with publicization of the wrongdoing, a threat to choice and media plurality. Such a pattern might be due to the fact that the threatened actors were actually the ones engaged in the business of publicizing events and issues. Once the scandal started, these powerful actors maintained the momentum of scandal not only through attacking the incumbent government and the News Corporation themselves but also though rallying both elite and non-elite actors within the U.K. Scandal, in turn, fostered the observed hostile reaction and mobilization. When the protests in front of the parliament and the increasing the hostility of political elites across political parties were coupled with incumbent government’s opposition, News Corporation did not insist on its bid for BSkyB any further and withdrew its acquisition proposal.

The progression of the processes in DAE bid for Auckland International was the same with the one of News Corporation bid for BSkyB. However, there is one difference that required a separate model for this case, namely the denouncers being the politicians.

149

These political elites with stake in politicization of the deal initiated the scandal along with their acts of politicization. Politicization, through continuous frame bridging, transformation and amplification, mobilized intended audiences and secured the alliance of more political elites. The processes it fostered sustained scandal giving momentum to the efforts of the politicians. This self-feeding fury fueled by the politicians did not leave any other alternative the bidding MNCs but to leave. Facing the hostile environment

DAE terminated the bid proposal agreement.

Different from the three cases presented above, in LSE-TMX and SGX-ASX merger proposals there was no intended audience mobilization. Increased levels of frame amplification and hostile reaction substituted the lack of mobilization. In both cases the scandal surrounding the deal started as soon as the deal was announced. While in the

SGX-ASX merger proposal the hostile reaction initiated by the political elites spread to the interested audience, who later on showed their negative reaction regarding the merger proposal through public polls, in the LSE-TMX case the political elite was accompanied with the industry elites, who formed an alliance to stop the deal. In the LSE-TMX deal, through continuous lobbying and frame amplification, the powerful actors of the banking and finance industry were able to strengthen their opposition by securing more elite allies both within the industry and within the provincial governments that would be affected by the LSE-TMX bid. In both cases, the elite alliance and hostility emerged with scandal kept feeding into scandal, keeping it alive. Eventually, the increasing hostility within the host country led both LSE and SGX withdraw their merger proposals.

Among six cases examined, the Warner-EMI merger proposal is the only case with weak evidence for scandal, and subsequently no evidence for mobilization. The

150

scandal that emerged in the U.K. was short lived, and the scandal that emerged at the EU level did not seem to generate as much interest compared to the other deals examined. In the Warner-EMI merger proposal, the British press was the first to denounce the merger as death of a British icon. The press linked EMI with national culture and history while bringing up the British-American mergers that brought the end of British companies.

However, none of the framing processes really worked on the intended audience. The

British audience never seemed to get engaged in the deal, they passively watched the deal only for a short while. Then when the threatened actors of British music industry teamed up with their Scandinavian counterparts another episode of scandal emerged, which involved not only framing but also co-opting of elite allies in global music industry and

European Commission. These were soon accompanied by the hostility of the European

Commission against the American-British merger. Under the pressure of various lobby groups within the EC, Signor Monti (Commissioner) was unwilling to approve the merger. While the less powerful actors were voicing their opposition through use of frame amplification, EC Commissioner and lobbyists of global music companies were busy in building opposition against the merger. Unreasonable deadlines and concessions highlighted the EC’s position against the merger. In this case, it was not the efforts of the disadvantaged British actors that brought an end to the merger. Thanks to their home countries, the elites of the global music industry had a great leverage in the EC. Such leverage, defined the attitude of the commissioner, and subsequently brought the end of the Warner-EMI merger.

151

Contributions

This dissertation offers distinct contributions to three sources of literature, namely international business literature, institutional theory, and theory of scandal. Below I outline my contributions to each literature.

International business. I researched mainly two international business literature sources, namely cross-border M&As and the literature on MNC and liability of foreignness.

Cross-border M&A literature: The research on cross-border merger and acquisitions focuses mainly on post-merger outcomes (Dikova, Sahib, & van

Witteloostuijn, 2010) and the decision and motivation to engage in cross-border acquisitions, but rarely on the processes between the announcement and completion/consummation of the deal. Only five studies focused on the bid completion process. While two of the studies examined how the cross-bid is understood in the target country (Floris et al., 2013; Riad & Vaara, 2011), the other three focused on the likelihood of deal completion (Dikova, Sahib, & van Witteloostuijn, 2010; Meyer &

Altenborg, 2008; Muehlfeld, Sahib, & van Witteloostuijn, 2012).

Both Riad and Vaara (2011) and Floris et al. (2013) used the discourse analytic method to examine how the language used in talking about the cross-border deals influenced the perception of host country actors. Floris et al. (2013) added to Riad and

Vaara (2011) research by explaining how the discursive practices of the external actors influenced the bidder organization’s strategies and statements. However, in neither of these studies do we see the way the host country actors, external actors, take over all the bid completion process. In this dissertation, I sought to understand why and how the host

152

country actors, in some cross-border M&As, could take over entirely the bid process despite both bidder’s and target’s attempts to get the deal done.

This dissertation fills this gap in literature by bringing not only institutional context (political climate and industry setting), but also processes (framing processes

(Benford & Snow, 2000), scandal (Adut, 2005, 2008), mobilization (McCarthy & Zald,

1977; Schneiberg & Lounsbury, 2008; Van Bommel & Spicer, 2011) and hostile reaction into the research frame. Additionally, I examined the power relations reflecting contradictory institutional configurations. Addressing the call of Floris et al. (2013), my approach made power more explicit in the analysis of institutional environments in which the bid process took place.

Accordingly, I contribute to the literature in three ways. First, this dissertation is one of the rare studies examining incompletion of high profile cross-border M&A deals.

By examining the six cases in depth, this dissertation provides a rich database for further analysis on the phenomenon.

Second, I combined institutional theory, theory of scandal, social movements theory and elite theory in explanation of incompletion of the cross-border M&As. The use of institutional theory has become more common in explanation of cross-border

M&A related phenomena. However, to my knowledge, theory of scandal, social movements theory, and elite theory have not been used before in study of the cross- border M&A related phenomena.

Third, none of the cross-border M&A studies examine the importance of political climate, upcoming elections and unity of host country elites, although they seem to make a significant difference. This study, by showing the importance of political climate and

153

political elites, points out to additional factors to consider when making a high profile cross-border bid.

Liability of foreignness (LOF) and MNC Literatures: I contributed to the MNC literature and liability of foreignness by showing contradictory evidence that forms the boundary condition for the both theories.

The findings presented go beyond the standard LOF explanations that emphasize foreignness, lack of local network and failure to fit in. As discussed in Chapter 2, LOF refers to difficulties and costs a foreign organization faces in the host country where the organization enters or operates (Mezias, 2002; Miller & Parkhe, 2002; Kostova &

Zaheer, 1999; Zaheer & Mosakowski, 1997; Zaheer, 1995).

The researchers studying LOF draw on international management studies focusing on MNC related phenomena in their use of neo-institutional theory. (i.e.

Kostova, 1997, 1999; Kostova & Roth, 2002; Kostova & Zaheer, 1999). The studies on liability of foreignness emphasize the pressures from the host institutional environment and the MNC headquarters to conform. The theorization adopted requires conformity with three pillars of institutions (regulative, normative and cognitive). Pressure for conformity forms the foundation of the explanations in this line of research. The mechanics of the liability of foreignness are explained through institutional distance

(Kostova, 1999) between the MNC home country and target country.

Yet the LOF literature can’t explain an MNC’s failure in completing a proposed bid even when the organization is familiar with the host country having already secured allies thanks to its network. The findings presented here highlight that, contrary to liability of foreignness literature findings and arguments, “being embedded in

154

information networks in (Zaheer & Mosakowski, 1997: 445)” the host country or

“working with a local partner” (Kostova & Zaheer, 1999: 70) did not save the MNC from the animosity within the host country. The data shows that even when some of the host country elites lobbied for the bidding MNC and supported the organization publicly, the opposition against the MNC did not cease. Actually in two cases (News Corporation and

CNOOC) support of especially political elites became problematic, allowing the scandal to get bigger.

The findings reveal that the difficulties that the MNCs faced in the host countries were a function of host country power struggles among the political elites and pressure that the host industry elites experienced due to globalization. Both power struggle and globalization pressure in the host country highlighted the institutional contradictions that could not be conciliated. These contradictions, along with fragmented nature of the elites, contradict liability of foreignness assumptions on homogeneity of institutional environment.

Additionally, the cross-case analyses reveal that, contrary to arguments of the literature on MNC, the host county actors could enforce MNCs to take certain actions when the MNC was perceived as a threat. The data points out to the fact that threat did not have to be real, only an allegation of a threat sufficed to mobilize various audiences and/or convene elites. The only case revealing limited evidence for scandal, i.e. the

Warner-EMI case, showed that the host country actors revealed “limited capacity to enforce MNC” (Kostova, Roth, & Dacin, 2008:999), when the powerful actors, elites, did not join the opposition. Thus, elites’ use of their network seems to be essential for obliging MNC to take an action that the organization would not take otherwise.

155

To my knowledge, there is no cross-border M&A study that examines the institutional processes reflecting power dynamics, politicization and mobilization of host country actors in explaining obstacles the MNCs face in the host country. I contribute to the international business literature focusing on the MNCs by addressing Kostova, Roth and Dacin’s (2008) call to integrate social embeddedness with social construction, power and politics in my explanation of incompletion of high profile cross-border deals.

Institutional theory. I make three contributions to neo-institutional theory by using the theory of elites, theory on scandal and making a cross-border comparison of institutional context for each deal.

Application of theory of elite from sociology to explain an organizational phenomenon: The works of Reed (2012) and Zald and Lounsbury (2010) show an increasing interest in the theory of elite within neo-institutional theory. By using theory of elite to measure and examine powerful and less powerful actors in the host country, this dissertation responds to Zald and Lounsbury’s “call to arms” to go back to attempts of supporting institutional organization studies with “fundamental questions about elites” and the way they operate and use their power “to wield influence” (Zald & Lounsbury,

2010: 964). Additionally, my qualitative analysis of six cases involving cross-national comparisons addresses another call of Zald and Lounsbury (2010) to support theorization with cross-national comparative studies (2010: 963). Use of theory of elite and scandal in the examination of how the political and industrial elites across countries convened power and used their influence: I gave an insight on “treatments of power in its various guises” (Zald & Lounsbury, 2010: 983). As Zald and Lounsbury (2010) argued, contemporary sociology helped me “do better” (2010: 983) in explanation of how some 156

host and why some host country actors initiated scandals, despite that all related social costs kept the process alive.

The findings from all six cases support the research in elite theory (i.e.

Gulbrandsen, 2007; Lindsay, 2008) demonstrating that elites are fundamental to the advance of mobilization attempts. They provide “critical resources” and “facilitate the legitimation” of a given opposition to various audiences (Lindsay, 2008: 64; McCarthy &

Zald, 1977). The language the elites use has powerful influence over perception (Benford and Snow, 2000; Lindsay, 2008: 64; Snow et al., 1986) of the deals and the opposition against it.

Institutional logics and theory of elite: The cross-case analysis reveals how the dominance of logics of state (emphasizing state sovereignty and control) “suppresses alternative voices” (in the field of state (Congress or the Parliament) (Zald & Lounsbury,

2010: 982). The findings reveal that actors at “traditional centers of societal power,”

“command posts” (964) were not unified in terms of interests and goals, employing conflicting logics. Zald and Lounsbury (2010) use “command posts” to refer to

“traditional centers of societal power (e.g. varied governmental agencies, the military, and other formal bodies of governance such as NATO, United Nations, World Bank etc.) that regulate, oversee, and aim to maintain social order in society and economy, both at regional, nation-state and inter-state levels” (2010: 964). The findings also indicate to convening of the political elites against the bidding MNC. These powerful actors used lobbying and intense framing to secure the alliance of other elites. Securing alliance seems to have been easier in environments where the power in Congress/Parliament was up for grabs and where the industrial elite had offered solidarity against a common

157

international threat. Additionally, involvement of the political elite in financial transactions involving MNCs, which represent globalization per excellence, suggests a political mechanism developed to cope with “the declining relevancy of the state” (Zald

& Lounsbury, 2010: 979).

Institutional maintenance: The practices that the threatened industry elites employ against the MNC (see cases of LSE, News Corp and CNOOC) suggest a case of an

“institutional maintenance” (Lawrence, Suddaby, & Leca, 2009) within their respective industry. The way these elites defend a specific structure highlights the efforts of the powerful actors in sustaining the present order while contesting the one offered by the bidding MNC. Such a defense and contestation among elites ensures longevity of the institutional configurations. The findings show that in all cases, the target industry was under pressure due to increasing local and international competition brought by globalization. Such pressure seems to have made not only small organizations, but also powerful actors of the industry wary of additional threats to already pressured industry.

The industry elites took up arms when the foreign MNCs placed a proposal for significant players in the industry because the purchase meant more than a transaction completion. A completion symbolized change of taken-for-granted structures that fostered the power of the industry elites. This conclusion supports the study of Lawrence and Suddaby (2006), which shows that institutional maintenance was carried out mostly in times of upheaval.

Theory of scandal. My main contribution to the theory of scandal is application of the theory to new contexts—organizational studies. I also made two additional contributions to the theory.

158

First, this dissertation makes distinctions among three sub-processes involved in emergence and maintenance of scandal. While Adut (2004, 2005, 2008) lays progression of scandal, his perspective is a holistic one putting emphasis on the overall process and the way actors experience the phenomenon. Second, I showed the variance within the non-elite audiences in showing interest in the scandal and categorized the audiences accordingly.

Managerial Implications

Overall, by examining the factors that have not been studied before, this dissertation enriches our understanding of how host country hostility emerges. Through my study of when and how host country elites convened to oppose the proposed deals, I showed the impact of macro level structures on organizations’ M&A and expansion strategies by influencing what they can acquire. The cross-case analyses show that the complex interaction between institutionalized power structures and emergent power networks shaped organizational strategy and practice by first pushing the MNCs to make concessions and then to terminate their proposals. To conclude, I expect a better understanding of factors underlying the host environment hostility to increase chances.

Conclusions

Studies on cross-border deal incompletion being rare, we still do not know what triggers the momentum against the cross-border deals. The prior literature offers insights on how specific host country actors shape perception of multiple audiences and what this means for bidder MNCs, but how and why these specific actors emerge we still do not know. Who are these actors? Why do they oppose to the cross-border bid? What kinds of conditions are most conducive for emergence of such actors? Which strategies do these 159

actors use to thwart the proposed bid? These are all questions that need to be answered to be able to develop a good strategy for a cross-border bid.

This dissertation by examining social construction, power and politics within the host country institutional environment in the context of high profile cross-border deals, presented a framework that explained how and why the opposition against the MNC emerges in the host country.

Future Study

I believe that a number of important opportunities exist that may extend the contributions of this dissertation by building on emergent findings and by developing a comparison study on cases such as Dubai Ports World and the ones examined in this dissertation.

An extended study on political environment of the host country focusing on shifts in institutional configurations within a wider political conjecture would be interesting.

Such a study would further explain the motivation of the political elites in forming alliance with the industry elites and explain the variance in formation of such alliances.

A second study would be more in depth analysis of framing strategies used to align the perspective of diverse audiences, such as use of metonymy and metaphor. Study of framing strategies would enrich knowledge on the way successful opposition against the MNC and bid is framed.

A third study could provide an in-depth analysis on the reasons of inadequacy of

MNC network in the host country. It would be of great interest to know whether it is the host country network suffering loss of status or the stigma of the MNC and the deal making the influence of the network unfeasible.

160

Fourth and last study could be a comparison of cases in which cross-border deals that were completed legally but withdrawn later on due to the legitimacy problems

(Dubai Ports purchase of six U.S. ports through its acquisition of Peninsular and Oriental

Steam Co.) are compared with cases that were a) not completed legally and b) consummated despite of legitimacy problems.

161

Table 2.1a: Cross-Border M&A Research

Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable Actors external to, as well as those Acquisition internal to BHP, exerted influence over attempt of Rio Floris, Grant, & Acquisition bid the acquisition process and outcome. 2013 Empirical Tinto by BHP Rhetorical strategies Cutcher (2013) incompletion This influence can be attributed to the Billiton in use of rhetorical strategies during the 2007/08 negotiation of the meanings. Intra-context structural variance and the 4,973 acquisition Total experience, failure, extent to which a context stimulates Muehlfeld, Sahib, attempts in the success experience, deliberate learning are two crucial & van 2012 Empirical newspaper M&A completion diversifying failure factors determining firms’ learning Witteloostuijn industry in 1981–

162 experience, toward the completion of publicly 2008 announced M&As.

Cross-cultural relationships in the Cross-cultural relationships in the organization, the organization, the interaction of manager Integration of the interaction of manager and worker perspectives, and expression Moore 2011 Empirical BMW MINI acquired subsidiary and worker perspectives, of national identities within the firm and the expression of influenced the integration of the national identities within acquired subsidiary. the firm Three types of antenarrative providing alternatives for making Narrative constructions of identities and Nordea: financial Legitimization or Vaara & Tienari 2011 Empirical sense of the merger: interests are used to resist or legitimate services group resistance to change globalist, nationalist, and the change in merging MNCs. regionalist (Nordic) antenarratives

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable National metonymy contributes to the Acquisition of The way cross- construction of emotive frames, IBM by Lenovo, border M&A’s are Use of metonymy and stereotypes, ideological differences, and Riad & Vaara 2011 Empirical and acquisition understood in host metaphor threats, and in combination with of Anheuser- country metaphor provides powerful means to Busch by InBev. construct cultural differences.

3000 cross- If the transaction reveals "national pride border M&A High bidding from characteristic," then the firms from Hope, Thomas, & 2011 Empirical transactions developing National pride developing countries tend to bid higher Vyas between 1990 countries (national pride is identified through a and 2007 manual examination of media articles). 163 Emerging economy firms make 175 acquisitions Assimilative Capacity, acquisitions to develop skills and made by Indian acquisition experience, competencies on par with their new Elango & Patanik 2011 Empirical firms during the Acquisition value group level country international rivals so that they could period 2000- experience cope with the entry of foreign firm in 2006 the local market

Added cultural distance and existing cultural distance slows down firms' International international expansion with no long Hutzschenreuter, 91 German expansion in Added cultural distance, 2011 Empirical term benefit to the firms. The findings Voll, &Verbeke companies subsequent entry extant cultural diversity support Rugman & Verbeke's (2004) period finding: Fortune 500 companies are home region oriented

Table 2.1a (Continued) Type of Dependent Explanatory Year Sample Conclusion(s) Paper Variable Variables Difference in formal and informal Formal (laws & Acquisition institutional environments explain 2,389 cross-border regulations) and completion part of variation in cross-border Dikova, Sahib, & van acquisition deals in informal (associated 2010 Empirical and deal completion and duration. * In Witteloostuijn the international with cultural acquisition environments with large service industry differences) duration differences, acquisition experience institutional features is not as helpful Both reduction of organizational International differences hindering knowledge acquisitions carried Knowledge National Cultural transfer and creation of new Sarala & Vaara 2010 Empirical out by Finnish transfer Differences platform for such transfer have corporations positive effect on knowledge 164 transfer in cross-border M&A.

Publicly traded EU firms with investments in Acquisitions are a good choice only Bulgaria, the Czech when firms enter markets Republic, Estonia, Demand uncertainty, Acquisition containing low demand uncertainty Brouthers & Dikova 2010 Empirical Hungary, Latvia, acquisition-based choice and when these firms possess Lithuania, Poland, strategic flexibility acquisition-based strategic Romania, Slovakia, flexibility and Slovenia, a total sample of 2798 firms

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable Quality of resources available in the host 425 cross-border economy, and the level of acquisitions by Performance For emerging economy firms, cross- Gubbi, Aulakh, institutional development 2010 Empirical Indian firms (market response to border M&As are sources of technology Ray, et al. (developed market during 2000- the announcement) sourcing and value creation. acquisition, economic 2007 distance, institutional distance) Formal and informal 2,389 announced institutions (formal Macro-level contingencies deter deal cross-border institutional distance: completion, and prolong the acquisition deals Completion and developed based on PRS intermediary deal phase. And, Dikova, Sahib, & in the completion duration

165 2010 Empirical Group’s International experience with completed deals van Witteloostuijn international of cross-border Country Risk Guide; increases the likelihood of a focal deal

business service acquisition informal institutional completion, but only in institutionally industry (1981- distance: cultural less distant countries. 2001) differences (UA and PD) Cultural distance (Kogut International Acquirers that can overcome the &Singh, 88 based on acquisitions by International impeding effects of cultural distance on GLOBE), Reus & Lamont 2009 Empirical 118 U.S. acquisition understanding key capabilities and Understandability, multinational performance effective communication seem to obtain Communication, Key companies significant performance gains. employee retention Firm-specific, industry- 433 mergers and The findings reveal that overall specific, and target- acquisitions emerging market MNCs' cross-border Value Creation country-specific factors Aybar & Ficici 2009 Empirical announcements acquisitions do not create value. And, (CAR) (Geographic and cultural of 58 EMMs btw international experience does not proximity, institutional 1991-2004 enhance the acquirer value. infrastructure)

Table 2.1a (Continued) Type of Dependent Explanatory Year Sample Conclusion(s) Paper Variable Variables Contractual and The choice of the optimal entry mode is equity modes of same as the selection of the most Chen 2010 Conceptual international efficient market to conduct cross-border business transactions Dynamic interplay of institutional Institutional distance, market structure and power Three blue-chip French Post-acquisition distance, market Mtar 2010 Empirical dependencies explain variance in acquirers in the UK integration structure and power integration only when understood in dependencies conjunction with one another

608 acquisitions of Geographic Geographic proximity and cultural international firms by Governance distance; cultural Roberto 2009 Empirical distance define the level of ownership

166 U.S. companies during decision distance & Political U.S. sought in cross-border acquisitions. the years 1993–2004 risk

Even in cases of successful post- acquisition integration, pockets of Ethnographic study: a Brannen & Employee alienation can remain and these deserve 2009 Empirical U.S. company acquired Peterson alienation attention. Certain positional profile of by the Japanese employee (managers) is most vulnerable to such alienation.

Cultural distance Cross-border acquisitions perform better Chakrabarti, Over 800 cross-border (Hofstede's Long term in the long run if the acquirer and the Gupta-Mukherjee, 2009 Empirical acquisitions during dimensions) and Performance target come from countries that are & Jayaraman 1991-2004 firm specific culturally more disparate variables

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable If there is strategic incompatibility, Telenor even deals involving firms with good (Norway) and Incompletion of Meyer & Altenborg 2008 Empirical Corporate strategy organizational fit and good resource Telia (Sweden) cross-border deal complementarity can run into merger problems. There is no optimal entry mode in 191 Dutch firm foreign investment. The optimal mode Subsidiary Establishment mode, Slangen & Hennart 2008 Empirical foreign depends on the extent to which MNC Performance Subsidiary integration, subsidiaries parent intends to integrate the subsidiary. Four The types of knowledge acquired and international Success of Knowledge acquisition the way it is transferred and learnt Zou & Ghauri 2008 Empirical 167 acquisitions in acquisitions and transfer, and learning contributes to the success of China international acquisitions.

Whether cultural differences have a 46 studies, positive or a negative effect on M&A with a performance depends on a number of Post-acquisition Stahl & Voigt 2008 Meta-analysis combined Cultural differences contingencies. The key factor in outcomes sample size of determining the extent to which 10,710 M&A synergies are realized is the management of the integration process.

Cultural differences influenced the post-acquisition capability transfer Bjorkman, Stahl, & Post-acquisition through their effect on social 2007 Conceptual Cultural differences Vaara capability transfer integration, potential absorptive capacity, and capability complementarity.

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable 1038 foreign Number of Firms engaging in cross-border M&A acquisitions of Experience with: acquisitions per can learn from their experiences; 25 firms over a international and Nadoska & Barkema 2007 Empirical year, survival as a however first these firms should first period of more domestic acquisitions, performance realize what part of their knowledge can than three international JV measure be applied to new settings. decades 93 acquisitions R&D intensity difference, Both foreign and domestic acquirers in U.S. Drug Motivation to the relationship btw source the U.S. drug industry for Ruckman 2005 Empirical industry btw source technology acquirer and target R&D existing technology, but they do it in 1993-1999 intensity different ways. 1325 Whether or not the international Overlap between the Firms tend to utilize contingent payouts 168 U.S. parent firm acquisitions bidder's and target's in high- tech and service industries. Reuer, Shenkar, & offered to buy the

2004 Empirical conducted by businesses, acquisition And, nature of resources influences the Ragozzino target with stock or U.S. firms experience, enforceability decision to structure the cross-border a contingent earnout during the years problems M&A with contingent payout vs cash 1995-1998 2175 entries by British, Upstream and downstream capabilities German, and Upstream (technological) Mode of entry are significant determinants of the Anand & Delios 2002 Empirical Japanese and downstream choice choice to enter a foreign market by investors into (marketing) capabilities acquisition or greenfield. the United States 287 subsidiary Different corporate strategies are responses Acquisition vs. Control mechanisms, associated with difference in Harzing 2002 Empirical represents 104 Greenfield presence of expatriates, management of acquisitions and different investment Local responsiveness greenfields headquarters

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable Reverse internalization, Different motives in acquisition explain 100 cross-border Gains and losses relative size (target to value creation. In synergistic acquisitions of measured by bidder), relative market acquisitions multiple factors lead to Seth, Song, & Pettit 2002 Empirical U.S. industrial cumulative growth, financial value creation. This should be taken corporations abnormal returns diversification, into consideration when explaining the between 1981-90 (CAR) governance systems, performance differences. bidding wars Competitive advantage 119 firms' relative to local firms, Emphasizing importance of foreign sequential entries Probability that Chang & Diversified entry, Cultural investment experience, the companies 2001 Empirical into the United each entry mode Rosenzweig and national factors, Prior learn from early entries and adapt the States from 1975 would be selected international experience, modes of subsequent ones. to 1992

169 Path dependency 114 acquisitions in which U.S. firms acquired by Foreignness continues to be an Acquisition being foreign a foreign Top management important determinant of executive Krug & Hegarty 2001 Empirical or domestic, nationality of multinational and turnover perceptions in cross-national mergers the acquirer U.S. firms and acquisitions acquired by U.S. firm Three foreign Birkinshaw, Sub-processes of task Eventual acquisition success is a acquisitions made Bresman, & 2000 Empirical Value Creation integration and human function of two parallel processes: task by Swedish Hakanson integration and human integration. multinationals Gains and losses Managers create value through Acquisition motives 100 acquisitions measured by acquisitions only when they seek to do measured by % change in Seth, Song, & Pettit 2000 Empirical of U.S. firms btw cumulative so. Therefore, one cannot assume this CAR (synergy, hubris and 1981-1990 abnormal returns motivation for all the international managerialism) (CAR) acquisitions.

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable Includes institutional (Relative investment size of the subsidiary vis a vis the parent, technological Cross-border expansion entry mode intensity of the parent, 136 Japanese The mode by which choice can be explained through an Brouthers & multinational experience), 2000 Empirical firms entering the operation was approach that includes institutional Brouthers cultural (Market growth, western Europe established context, cultural context and transaction cultural distance), and cost variables. transaction cost variables (Firm diversity, product relatedness, Uncertainty avoidance)

170 National cultural distance enhances 52 cross-border cross-border acquisition performance

acquisitions that Morosini, Shane, & by providing access to the target's 1998 Empirical took place Performance Cultural distance Singh and/or the acquirer's diverse set of between 1987 routines and repertoires embedded in and 1992 national culture. 168 cross- border and 102 purely domestic Cross- border acquisitions are Post-acquisition Acquisition being foreign acquisitions, a associated with higher rates of turnover Krug & Hegarty 1997 Empirical turnover among top or domestic, nationality of control group of over time when compared to turnover in managers the acquirer 120 non- purely domestic acquisitions. acquired U.S. firms

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable Joint ventures will be chosen, instead of acquisitions, when the desired assets are packaged in a way that Indigestibility of the targets' would raise the costs of the unit. Joint 175 Japanese assets, target divisionalized ventures are privileged ways of investments in Entry (JV or or not, acquirer experience Hennart & Reddy 1997 Empirical foreign market entry when the target the United acquisition) in target country, firm is an established firm States concentration and growth manufacturing same products. rate of target industry Acquisition is favorable when the acquirer has prior knowledge of target country. 35 acquisitions The knowledge of the partner's

171 in Hungary, the language and sensitivity towards Post-acquisition Perceived skill requirements Villinger 1996 Empirical Czech Republic, cultural issues seem to be crucial, but

managerial learning and barriers to learning Slovakia and undervalued factors for successful Poland managerial learning. 422 acquisitions Cost disadvantages faced by foreign in U.S. chemical Acquisition related Dewenter 1995 Empirical Acquirer foreign/domestic investors influenced their intra- industry (1978- or not industry investment patterns. 89)

Table 2.1a (Continued) Type of Dependent Year Sample Explanatory Variables Conclusion(s) Paper Variable

276 U.S. Acquirer’s industry international characteristics, nature of on average, international acquisitions acquisitions Shareholder value acquisition (related, equity, create value for acquiring firms and Markides & Ittner 1994 Empirical made in the (CAR) cash), macroeconomic value created is a function of nature period 1975- environment, characteristics of acquisition, acquirer's industry, 1988 of the acquiring firm acquirer, and macro-economic environment The firms show a national 75 international administrative heritage that defines acquisitions in Calori, Lubatkin, & Post-acquisition National administrative their strategizing and actions. This, in 1994 Empirical Europe (France Very integration heritage turn, affects the post-acquisition

172 and the United integration in cross-border Kingdom)

acquisitions

Foreign acquisitions do not create Eddy & Seifert 1984 Empirical value above and beyond domestic acquisitions.

Table 4.1: SDC Data Incomplete Deals with Different Ultimate Parent Country

% Target Acquirer Owned % Value Ult. Announced Withdrawn Target Name Acquirer Name Ult. Parent After sought ($mil) Parent Nation Nation 06/12/05 03/02/06 Bank BPH SA Unicredito Italiano 71.2 28.8 1,831.505 Italy Germany SpA 12/23/99 01/26/00 Global One Co Investor Group 50.0 50.0 1,406.00 France United States 04/29/08 08/04/08 SIBUR Kholding Hidron Holdings Ltd 50.0 20.0 920.00 Cyprus Russian Fed 01/31/07 06/07/07 Henan Shuanghui Rotary Vortex Ltd 60.7 39.3 820.253 United China Invest & Dvlp States 173 02/18/08 08/18/09 Delong Holdings Ltd Evraz Group SA 51.1 48.9 731.659 Cyprus China

04/05/09 04/15/10 MobiNil France Telecom SA 71.3 28.8 716.313 France Egypt Telecommunications SAE 03/28/11 Vector Aerospace Eurocopter SAS 98.3 100.0 613.341 France Canada Corp

02/27/08 03/28/08 Mapeley Ltd Fortress Investment 53.1 46.9 519.218 United United Group LLC States Kingdom

03/10/11 06/10/11 MMK Atakas MMK 50.0 50.0 485.00 Russian Fed Turkey Metalurji Sanayi

Table 4.1 (Continued) % Target Acquirer Owned % Value Ult. Announced Withdrawn Target Name Acquirer Name Ult. Parent After sought ($mil) Parent Nation Nation 05/25/07 12/05/07 LonSum Investor Group 64.4 35.6 381.982 Singapore Indonesia

11/01/10 Banco Patagonia SA Banco do Brasil SA 59.0 38.4 371.808 Brazil Argentina

08/18/05 01/16/06 Asia General Southern Bank Bhd 51.6 48.4 266.954 Malaysia Singapore Holdings Ltd 08/13/12 FSI International Inc Tokyo Electron Ltd 82.1 100.0 218.609 Japan United States

174 12/10/02 12/27/02 GAG Immobilien Terra Firma Capital 80.0 20.0 181.89 United Germany AG(Stadt Koeln) Partners Kingdom

03/09/12 Alaska Milk Corp Royal 98.3 31.2 155.426 Netherlands Philippines FrieslandCampina NV 04/12/06 NEMI Forsikring Tryggingamidstodin 74.5 100.0 136.639 Iceland Norway ASA hf

Table 4.1a: SDC Data Incomplete Deals Explanation and Reason

REASON FOR Target Name Acquirer Name Status*7 Explanation INELIGIBILITY Bank BPH SA Unicredito Italiano Completion 06/13/2005 Unicredito merged with the ultimate parent of COMPLETION AT A SpA BHP. On 08/04/2006 BHPs shares were transferred to LATER DATE Unicredito. 11/30/2007 BHP was spun off. Global One Co Investor Group Withdrawn There is no publicized controversy surrounding the interest LACK OF PUBLICITY, announced. Only information found on the company: Global NO SCANDAL One Communications, Inc. provides integrated telecommunication services. The company was incorporated in 1996 and it is based in Reston, Virginia. Global One Communications, Inc. operates as a subsidiary of France Telecom. It seems like after the Investor Group from France, France Telecom acquired the company.

175 SIBUR Kholding Hidron Holdings Ltd Withdrawn Host Country Language. Additionally, no controversy, Sibur HOST COUNTRY expressed that additional leverage through MBO of Hidron LANGUAGE & NO

would damage the company in current market conditions and CONTROVERSY Sibur postponed the attempt, not to be relaunched again. Henan Shuanghui Rotary Vortex Ltd Withdrawn Host Country Language. Additionally, lack of transparency HOST COUNTRY Invest & Dvlp on why Rotary Vortex, Goldman Sachs’ Chinese investment LANGUAGE & arm, withdrew its bid and sold of 5 % stake to become VOLUNTARY minority shareholder. Goldman Sachs ceded control of the WITHDRAWAL, LACK consortium that owns China's largest meat processor, just OF TRANSPARENCY weeks after it secured final approval for the takeover.

7 I updated status column accordingly where the deal was completed at a later date, but seemed as if incompletion at SDC.

Table 4.1a (Continued) REASON FOR Target Name Acquirer Name Status*8 Explanation INELIGIBILITY Delong Holdings Evraz Group SA Withdrawn Host Country Language. Additionally, Chinese HOST COUNTRY Ltd regulatory agencies did not give approval to the deal. LANGUAGE & LACK With a 2005 regulation put in place, the steel industry is OF REGULATORY protected. There was no publicization of wrongdoing by APPROVAL IN AN officials, no scandal. Everything was done according to INDUSTRY THAT regulations. Deal did not get approval. WAS PROTECTED EVEN BEFORE THE DEAL WAS ANNOUNCED, NO CONTROVERSY MobiNil France Telecom Completion Dispute on share price between FT and Orascom HOST COUNTRY

176 Telecommunicatio SA (partner's MobiNIl's holding company) The issue was LANGUAGE & ns SAE resolved in May 2012, acquisition completed. COMPLETION AT A LATER DATE Vector Aerospace Eurocopter SAS Completion June 30, 2011 the deal is completed: Eurocopter COMPLETION AT A Corp completed its takeover of Canadian MRO specialist LATER DATE Vector Aerospace in a deal worth C$624 million ($647 million). Mapeley Ltd Fortress Completion Despite of the failed attempt in 2008 (due to market COMPLETION AT A Investment Group conditions), Fortress took Mapeley private on February LATER DATE LLC 20, 2009. MMK Atakas MMK Completion September 15, 2011 MMK completed the acquisition. COMPLETION AT A Metalurji Sanayi LATER DATE

8 I updated status column accordingly where the deal was completed at a later date, but seemed as if incompletion at SDC.

Table 4.1a (Continued) REASON FOR Target Name Acquirer Name Status*9 Explanation INELIGIBILITY LonSum Investor Group Partial Language. Additionally, Indofood Agri completed HOST COUNTRY Completion purchase of 64.4% stake in December 2007. There is no LANGUAGE & news on remaining 35.6%, incl. FAU search and COMPLETION OF Google search. 64.4% SHARE PURCHASE Banco Patagonia Banco do Brasil Partial Language & Banco do Brasil closed the acquisition of HOST COUNTRY SA SA Completion 51% stake in Banco Patagonia on April 7, 2011. Banco LANGUAGE & do Brasil disclosed the intention of buying remaining COMPLETION OF 34.8% as the original owners of Patagonia will hold 85.8% SHARE 10.6%. April 14, 2011 minority shares were transferred PURCHASE to Banco do Brasil as well.

177 Asia General Southern Bank Intent Language & SOUTHERN Bank Bhd (SBB) dropped its HOST COUNTRY Holdings Ltd Bhd Withdrawn plan to buy Singapore insurer Asia General Holdings LANGUAGE & NO

Ltd (AGHL) as it could not meet Bank Negara CONTROVERY Malaysia's conditions for approving the deal. The conditions did not seem to be unreasonable, incl. details of the restructuring, the eventual shareholding and corporate structure of the SBB group as well as its pro forma balance sheets, profitability and capital adequacy positions of the licensed institutions and the FHC. FSI Intl Inc Tokyo Electron Completion Tokyo electron completed the purchase in October COMPLETION AT A Ltd 2012. LATER DATE

9 I updated status column accordingly where the deal was completed at a later date, but seemed as if incompletion at SDC.

Table 4.1a (Continued) REASON FOR Target Name Acquirer Name Status*10 Explanation INELIGIBILITY GAG Immobilien Terra Firma Partial 80% stake in the ownership of Cologne City Savings PARTIAL AG(Stadt Koeln) Capital Partners Completion Bank and City of Cologne was acquired. The rest 20% COMPLETION & NO in hands of institutional and private owners remained. CONTROVERSY ABOUT REMAINING 20% Alaska Milk Corp Royal Partial Language & RFC owned 98% shares after purchase of HOST COUNTRY FrieslandCampina Completion 29.50% with no problems LANGUAGE & NO NV CONTROVERSY, COMPLETION OF 98% ACQUISITION NEMI Forsikring Tryggingamidstod Partial Language & Try. owned 74.5 % of the shares with no HOST COUNTRY

178 ASA in hf Completion controversy, no news on remaining shares. In 2009, LANGUAGE & NO 50% of NEMI's solvent assets was sold on to another CONTROVERSY,

Nordic firm. COMPLETION OF 74.5% ACQUISITION

10 I updated status column accordingly where the deal was completed at a later date, but seemed as if incompletion at

SDC.

Table 4.2: Deals Completed at a later date or Sought for less than 50% stake

Nr News Host Announcemen Duration Year Attitude Bidder Headquarters Target Withdrawal in host Country t (mos) country 2009 Friendly Aluminum China Rio Tinto Australia 02/12/09 6/5/2009 254 113 (4 mos) Corporation of PLC Couldn't China (Chinalco) acquire 18% intended 2010/201 Hostile Kansai Paint Co. Japan Freeworld South 12/14/10 2/20/2011 32 66 days 1 Coating Africa COMPLETE Ltd. D 2012 Friendly DBS Group Singapore Bank Indonesia 04/03/12 5/23/2012 Danamon BOUGHT 40% STAKE

179

Table 4.2a: Friendly Deals with inadequate data

Nr News in Host Duration Year Attitude Bidder Headquarters Target Announcement Withdrawal host Country (mos) country 2006 Friendly Carlyle US Xugong China 10/25/05 07/24/08 37 8 Group Group 2006 Friendly Schaeffer Germany Luoyang China 08/2006 06/06/07 8 10

2008 Friendly Huawei China 3Com US 09/28/07 03/21/08 47 7

2008-9 Friendly Coca US Huiyuan China 09/04/08 03/18/09 23 7 Cola

Table 4.3: Hostile Bids

Host Nr News in Year Attitude Bidder Headquarters Target Announcement Withdrawal Duration Country host country 2000 Hostile Royal Dutch U.K./ Woodside Australia 05/22/00 04/24/01 415 11 mos Shell Netherlands 2004 Hostile Xstrata Switzerland WMC Australia 11/23/04 06/03/05 7 7 mos Resources 2007 Hostile Danone France Wahaha China 04/2007 09/30/09 8 5 mos

2012 Hostile Lowe’s US Rona Canada 07/2012 09/18/12 77 48 days

180 Table 4.4: Host Country Spain

Host Nr International Year Attitude Bidder Headquarters Target Announcement Withdrawal Duration Country News 2007 Friendly E.ON Germany Endesa Spain 02/22/06 04/02/07 75 37 days A.G. SA

Table 4.5: From Yin (2008), Chapter 2: Section 3, Figure 2.3

Phase of research TESTS Case Study Tactic in which tactic Application in Dissertation occurs Construct validity Use multiple sources of Data collection News articles, where available videos, images, and online social evidence platforms

Establish chain of evidence Data collection For each case: Yes

Internal Validity Do pattern matching Data analysis Cross-case: Yes

Do explanation building Data analysis For each case a narrative explaining relationships developed 181 Address rival explanations Data analysis Yes: Liability of Foreignness (existence of network w/n host country)

External validity Use theory in single case Research design First stage: Theory refinement through in-depth examination of DPW studies case

Use replication logic in Research design Second stage: Pattern matching, iterative step involving systematic multiple-case studies comparison of framework developed with evidence from each case

Reliability Use case study protocol Data collection Yes: Presented with proposal can also be found in appendices

Develop case study database Data collection Yes: Raw data, dedoose data (coding, memos and entries), first and second stage coding, industry and political climate research and coding were all saved in separate folders

Table: 4.6 Categorization of evidence by numbers and source per case

WARNER- DAE-AUCK LSE- SGX- NEWS CORP- Case CNOOC-UNOCAL EMI INTL TMX ASX BSKYB

News Article 66 101 221 148 192 141

Social platform n/a n/a 1 (freerepublic.com) n/a n/a Social activist online/activist organizations: 2 website (38degrees.org.uk, avaaz.org)

Protest Videos n/a n/a n/a n/a n/a Youtube:20, bbc.co.uk:17, ft.com:3 182

Table 4.7: Dedoose Coding: Coded Passages and Code applications per case

WARNER- DAE-AUCK CNOOC- LSE- NEWS CORP- Case SGX-ASX EMI INTL UNOCAL TMX BSKYB

Coded Passages 396 225 372 413 410 401

Code 727 289 1143 506 547 1503 Applications

Table 4.8: Coding for Main Processes Example: CNOOC-Unocal Case

CNOOC-Unocal Coding Scheme 0 POLITICIZATION 0 SCANDAL 0 MOBILIZATION & ELITE 0 HOSTILE REACTION ALLIANCE 1 Key Actor 1 Audience 1 Across Inst. Fields Mobilization 1 "opposition mounting" 2 will face "retaliation" 2 incumbent 1 Letter to Regulators 2 opposition "intensified"; held a "hearing" administration CNOOC: "uncertain and 2 target shareholders 1 Call for mobilization within the 2 "demanded President to use authority" highly contingent proposal" field "oil and gas will go to 1 Defined 2 Politicians 2 "heavy resistance" China" 1 Key Value Emphasized "a trans-Pacific 3 Williams J. Jefferson "calls for retaliation" scramble" 2 Sovereignty "fight" 3 Charles Schumer 1 "uproar" in parliament/congress 183 2 Equality "a wakeup call for us" 3 Lindsey O. Graham 2 impending "stiff duties" on China

2 Competitive market "spectator sport" 3 Carolyn Cheeks Kilpatrick (D- 2 "legislations" against China Mich) 2 Honesty 1 Wrongdoing defined "offered an amendment to a bill" 2 "resolution"; "to request immediate review of the deal" 2 Freedom threatens "national 3 Nancy Pelosi (D-Calif) hard to appease government concerns" security" 2 Democracy 2 Pressuring Unocal w 3 Byron Dorgan 1 "fighting back" unreasonable demands 2 Fair Trade 2 part of Chinese "Americans are prohibited" In 2 "to punish China" "strategy" to "acquire China energy assets" 1 emphasis on problems with "strategy of using State- "no" to CNOOC 1 Legislation blocking Pres. approving the country of origin owned companies" bid Passed "lock up energy supplies"

Table 4.8 (Continued) 0 POLITICIZATION 0 SCANDAL 0 MOBILIZATION & ELITE 0 HOSTILE REACTION ALLIANCE 2 "to punish China" "national strategy of 3 C. Richard D'Amato 1 Intensity domination" 1 Letter to incumbent "demanding U.S. 3 Charles Grassley 2 Low President/PM Congress" to change its position 1 Benefits competing bid 3 "national security 3 Max Baucus 2 Strong issue" 1 "lobbying" "china's appetite for 3 Ron Wyden (D-Ore) 2 Moderate energy" 2 "designed to link CNOOC to 2 funding by Chinese 3 Rep. Frank R. Wolf (R-Va.) 1 Long Period of Review Chinese government" government 2 linking CNOOC to Chinese 3 "sugar daddy" 1 Target Country Actors united 1 Bid "stalls"

184 gov 2 "benefits of thwarting the bid" 3 "unfair trade" 1 Across Parties different 1 Hurdles ideologies 2 "informing" on bidder's sneaky 3 "unfair playing field" 1 we must challenge the way things 1 Customers' Veto efforts have been done 2 "cheaper than raising the bid" 2 "Bush helped" 1 online comments 1 "call for administrative review" CNOOC 2 "formidable lobbying staff", 3 Bush' "top 1 gathering of actors 2 "scrutiny of the offer" "bolstered by" elites of experts intelligence adviser" and politicians involved 2 "making all the right moves" 4 "China Hawk" Curt 2 call for national security review Weldon 2 disciplined and organized corp 3 "Washington 2 "for potential violations of WTO effort connections" guidelines" 2 yields results 3 "complacency in the 1 Call for additional review of the Bid face of a foreign threat"

Table 4.8 (Continued) 0 POLITICIZATION 0 SCANDAL 0 MOBILIZATION & ELITE 0 HOSTILE REACTION ALLIANCE 2 wrong doing is so obvious, no 1 Key Actor 1 Pressure on top execs to give in need for lobbying 2 "massive & no-holds-barred 2 Tactic 1 Delays lobbying campaign" 2 "catalyst for protectionist and 3 "flag-waving" 2 Further inquiry anti-China sentiment" 1 US vs Others 3 Tainting Incumbent 1 Call to drop the bid Government 2 US vs. Communist Party Gov. 3 Posturing 2 do "the decent and sensible thing" 1 Concerns Brought up 3 Publicizing Wrong 2 stop resisting the call of parliament doing 2 acquisition of sensitive tech 3 we are voice of 2 listen to the voice of people

185 people 2 "access to oil reserves" 3 Lobbying 1 "public anger" at the acquirer

2 "siphon off energy" that would 4 "stirring the pot in 1 Gov. Agencies Reconsider be U.S' Washington" 2 china is a threat to energy 3 Public statement in 1 Reps threat to "take retaliatory action" supplies papers 2 Communist party has majority 3 emphasis on risk 1 Bill barring Treasury from spending control money on approval 2 "national security and trade" 3 promises TMT 1 Called for Public Inquiry promotion 2 "human rights" 2 Objectives 1 Previous target showing regret 2 historically close relations to 3 Provocate and Rally 1 Suppressing of Alternatives industry 2 "national Security" 3 Status Quo of a 1 "battle against the bid" group of actors

Table 4.8 (Continued) 0 POLITICIZATION 0 SCANDAL 0 MOBILIZATION & ELITE 0 HOSTILE REACTION ALLIANCE 2 "vital U.S. energy assets" 4 Protect Status Quo 1 resolution against the bid 2 "impact on future generations" 4 Establish Status Quo 1 study of country of origin 2 "Americans should own 3 Forcing the Bidder 1 "storm of anti-China fervor" American companies" Out 2 China's "strategy of energy 4 Target offers near- 1 "shoals of public &congressional opinion" domination" term "boost" 2 global dominance is threatened 4 increase production 1 "move to block the bid" & reserves w/ acquisition 2 "unfair trade" 4 access to 1 "legislation to block" even if approved by complementary target operations 186 1 deal is "a threat" 4 "a number of 1 "make sure oil is defined vital to economy"

operations dovetail" 1 Analogies to biblical stories 4 "fill a near-term 1 Gov. agency expanding reach to incl. the void" bid 2 David fighting Goliath 2 Conflict/Challenge 1 "political pot cont'd to simmer" 1 "buying from commercial 3 "stiff competition" 1 "anti-CNOOC measure" approved transferring to government" 1 "stirring the pot in 3 no access to rich 1 bill to block bidder from acquiring target Washington" resources 1 attempting to influence 3 relatively small 1 "foolish to allow" China shareholders 1 "has not been difficult" 3 "feeling more of the 1 measure delaying acquisition of U.S co. by crunch" Chinese co.

Table 4.8 (Continued) 0 POLITICIZATION 0 SCANDAL 0 MOBILIZATION & ELITE 0 HOSTILE REACTION ALLIANCE 1 if there were no deal, congress 2 Unspoken wouldn't have done this Thoughts 1 "energy security = national 3 Need for security" Government Protection 1 "on a collision course w 2 Attitude Communist China" 3 Negative 2 Emotions 2 Defined 3 Production & gas

187 reserves declined 3 "raising concerns in

Wall Street" 3 "aging oil fields w declining production" 3 share value lags behind competitors 3 "faces stiff competition from Intl" rivals 3 several projects in works for future 3 "Chevron is fine without Unocal" 3 "weak sister among the majors"

Table 4.8 (Continued) 0 POLITICIZATION 0 SCANDAL 0 MOBILIZATION & ELITE 0 HOSTILE REACTION ALLIANCE 1 Allies of the Key Actor 2 Politicians 3 Richard W. Pombo 3 Duncan Hunter 3 Lewis "Scooter" Libby 3 C. Richard D'Amato 3 Frank R. Wolf 3 Charles Grassley

188 3 Max Baucus 3 Byron Dorgan

2 Background on allies 3 received contributions

Figure 4.1: From Yin (2008), Chapter 2: Section 5, Figure 2.5: Case Study Method 189

Interrater Reliability Test Figures and Tables:

DUBAI PORTS WORLD-SIX U.S. PORTS CASE:

Figure 4.2a: Practitioner Coder, pooled kappa: 0.922222222222222 190

Figure 4.2b: PhD Coder, pooled kappa: 0.886111111111111

191

CNOOC-UNOCAL CASE

Figure 4.3a: Practitioner Coder, pooled kappa: 0.959493915332676 192

After post-test meeting, with agreements:

Practitioner Coder, pooled kappa: 0.967646985173053 193

Figure 4.3b: PhD Coder, pooled kappa: 0.962451737451737

194

After post-test meeting, with agreements:

PhD Coder, pooled kappa: 0.98963133640553

195

NEWS CORPORATION-BSKYB CASE:

Figure 4.4a: Practitioner Coder, pooled kappa: 0.97415471046785 196

After post-test meeting, with agreements:

Practitioner Coder, pooled kappa: 0.993844696969697 197

Figure 4.4b: PhD Coder, pooled kappa: 0.986541320462691

198

After post-test meeting, with agreements:

PhD Coder, pooled kappa: 0.993629807692308 199

Table 4.9a: Table of Disagreements: DPW acquisition of six U.S. ports

DPW

PRACTITIONER Disagreement on Agreement CODER Reached Excerpt: 5 WASHINGTON - The White House yesterday shrugged off a call HOST COUNTRY YES from a bipartisan group of lawmakers for congressional hearings into CONFIGURATION, DP World, the United Arab Emirates company that is set to control six Govr. Support to the major U.S. ports. MNC Excerpt: 8 WASHINGTON — A company in the United Arab Emirates is poised Frame Bridging YES to take over significant operations at six U.S. ports as part of a corporate sale, leaving a country with ties to the Sept. 11, 2001,

200 hijackers with influence over a maritime industry considered vulnerable to terrorism. Excerpt: 18 Although administration officials say there's nothing to worry about, Govr. Support to the YES Rep. Pete King (R-L.I.), the head of the House Homeland Security MNC Committee, said he was not convinced the government has done a thorough review of DP World and its operations.

PhD CODER

Excerpt: 18 Although administration officials say there's nothing to worry about, Scandal: Allegation, YES Rep. Pete King (R-L.I.), the head of the House Homeland Security Govr. Support to the Committee, said he was not convinced the government has done a MNC thorough review of DP World and its operations.

Table 4.9b: Table of Disagreements: CNOOC bid for Unocal

CNOOC

PRACTITIONER Disagreement on Agreement CODER Reached Excerpt 16 "The last ditch effort by agents of Chevron such as Rep. Richard Pombo (who POLITICIZATION- YES has received numerous contributions from Chevron) to require additional studies Framing Processes; Frame regarding China's energy policy prior to a CFIUS review is a transparent attempt Transformation to award victory to Chevron at a multi-billion dollar cost to the Unocal stockholders," Excerpt 17 By a vote of 333 to 92, the House on Thursday passed an amendment to an HOST COUNTRY YES appropriations bill that would bar the Treasury Department -- which leads CONFIGURATION;Govr

201 CFIUS -- from spending any money to approve the CNOOC takeover. n. Under Pressure

Excerpt: 19 Committee Chairman Duncan Hunter (R-Calif.), told reporters that Cnooc's Frame Amplification YES proposal should be rejected on security grounds. Most of Unocal's oil and natural gas reserves are overseas, which Hunter said is a problem for the United States because the company provides natural gas in Southeast Asia and is an investor in pipelines running through Azerbaijan, Georgia and Turkey, which he identified as "critical players and key U.S. allies in the global war on terrorism." "China's purchase of Unocal would dramatically increase its leverage over these countries and therefore its leverage over U.S. interests in those regions," Hunter said. Excerpt: 40 But Cnooc also got caught up in anti-Chinese sentiment over some very different HOSTILE REACTION YES issues, ranging from textile trade to intellectual property to military spending.

Table 4.9b (Continued) PRACTITIONER Disagreement on Agreement CODER Reached Excerpt: 49 Chevron rolled out its Scottish-born vice chairman, Peter Robertson, for TV HOSTILE REACTION YES shows and newspaper interviews. Its lobbyists hammered on the issues of Chinese subsidies and fair trade, pushing members of Congress to wonder whether China would allow a U.S. company to make a similar play for a Chinese firm. Excerpt: 58 Some U.S. lawmakers had begun fighting the Cnooc bid while it was still just a POLITICIZATION-Co- YES rumor. opting of Allies Excerpt: 60 The letter called CNOOC's bid the latest step in China's strategy of using state- HOSTILE REACTION YES owned oil companies to "lock up energy supplies around the world." The sale of Unocal to CNOOC "would be directly contrary to the goal of enhanced energy

202 independence," it said.

Excerpt: 87 In any event, there may be less to the Barton-Hall letter's national-security HOST COUNTRY YES concerns than meets the eye. Both lawmakers have received significant CONFIGURATION contributions from Chevron Corp. and Texaco, the two companies whose merger Threatened Actor: Elite created the current Chevron.

Table 4.9b (Continued) Agreement PhD CODER Disagreement on Reached Excerpt: 79 "We urge you to protect American national security by ensuring that vital U.S. POLITICIZATION- YES energy assets are never sold to the Chinese government," said the letter, which Framing Processes was also addressed to Treasury Secretary John Snow, Secretary of State Condoleezza Rice and other administration officials.

Excerpt: 84 "In addition, House Energy and Commerce Committee Chairman Joe Barton, R- POLITICIZATION- YES Texas, announced plans to hold a hearing on the offer, calling CNOOC "a front Framing Processes company for the Communist Chinese government." Excerpt: 100 "And any CFIUS review has the potential to yield internal administration Govrn. Under pressure YES dissent. Deputy Secretary of State Robert B. Zoellick is seen as a strong voice to keep Washington from interfering in what CNOOC officials have described as 203 purely a business deal, but other senior officials have long been wary of China's rising strength, including I. Lewis "Scooter" Libby, the influential chief of staff of Vice President Cheney. Excerpt: 96 The Bush administration has avoided the complaints about the Cnooc bid aired Fragmentation of elites YES by members of Congress.

Table 4.9c: Table of Disagreements: News Corporation bid for BSkyB

NEWS CORPORATION

Agreement PhD CODER Disagreement on Reached Excerpt: 15: Allies of Vince Cable, the Liberal Democrat Business Host Country Configuration YES Secretary, say he would have referred the takeover to the Commission if he had remained in charge of media regulation. Excerpt: 33: "the Guardian revealed that the News of the World had Hostile Reaction YES targeted the mobile phone of Milly Dowler, listening to and deleting messages left for her and giving her family false hope that she was alive when she had in fact been 204 murdered. That triggered widespread public revulsion

and adverse media coverage, forcing Murdoch to close the News of the World." Excerpt: 42 They are joined by Mark Thompson, director general of Host Country Configuration YES the BBC; Ian Livingston, chief executive of BT; and David Abraham, chief executive of Channel 4. Excerpt: 66 Miliband will appear on the BBC's Andrew Marr Show Govrn. Under Pressure; YES today to announce his plan and to begin his push for Problems w/n Coalition support across all the major parties. He will lay the motion tomorrow and the debate and vote will be on Wednesday

Table 4.9c (Continued) Agreement PhD CODER Disagreement on Reached Excerpt: 80 An Ipsos MORI poll yesterday showed the recent furore Fragmentation of Elites YES had left Cameron's personal satisfaction ratings at their lowest point since he became prime minister, and lower than any of his ratings as leader of the opposition since September 2007.

Excerpt: 86 Let us be clear. There will be an inquiry, perhaps Hostile Reaction YES inquiries, into events. DAVID CAMERON Excerpt: 90 There were signs of panic in Downing Street last night Govrn. Under Pressure, Govr. NO

205 as the Prime Minister faced mounting pressure from all Support to the MNC political parties to block the plans by Rupert Murdoch's News Corporation to take full ownership of BSkyB because of the phone hacking scandal engulfing his UK newspaper group.

Table 4.9c (Continued) PRACTITIONER Disagreement on Agreement Reached CODER Excerpt: 4 Rival media groups have campaigned against the takeover, Host country configuration; YES claiming it would give one company too much control over Threatened Actor: Elite the British media.

Excerpt: 11 The fallout from the scandal is now threatening to destabilise Govr. Support to the MNC NO the coalition with many Liberal Democrats determined not to be associated with a government that appears unwilling to take on Murdoch.

Excerpt: 22 The move comes amid a mood of continuing public uproar Politicization-Framing Processes; YES over the phone-hacking scandal, which is now threatening to Frame Bridging destabilise David Cameron's government.

206 Excerpt: 44 The scale of the anger at News International across the POLITICIZATION: Co-opting of YES

Commons was highlighted when Tom Watson, a former Allies Labour minister, accused it of entering the "criminal underworld" by "paying people to interfere with police officers and were doing so on behalf of known criminals".

Excerpt: 49 Comment: The news we need: For the sake of our democracy, Hostile Reaction NO News Corp's bid for BSkyB must be scrutinised by Ofcom The Guardian (London) - Final Edition November 4, 2010 Thursday BYLINE: Ivan Lewis Excerpt: 136 The media alliance opposing News Corporation branded the Frame Transformation YES proposal as a "complete whitewash" that will hand News Corporation, which owns the Times, Sunday Times, News of the World and Sun, a dangerous level of control of the UK media.

Table 4.10a: PhD Coder Video Coding

DPW Video Minute Codes 0:00-0:14 Scandal, Allegation 0:14-0:25 Host Country Configuration, Fragmentation of Elites, Govrn. Support to the MNC 0:25-1:12 Scandal, Allegation 1:24-1:44 Scandal, Allegation 1:51-2:40 Hostile Reaction

CNOOC Video Minute Codes

207 0:56-1:16 Hostile Reaction

News Corp Video Minute Codes 1:01-1:48 Scandal, Scandalized Audience, Mobilization, Hostile Reaction 3:20-4:12 Scandal, Scandalized Audience, Mobilization, Hostile Reaction 5:26-5:53 Scandal, Scandalized Audience, Mobilization 6:09-6:31 Scandal, Allegation, Hostile Reaction 6:42-7:04 Scandal, Scandalized Audience, Mobilization 7:23-7:49 Scandal, Scandalized Audience, Mobilization 8:54-9:12 Scandal, Scandalized Audience, Mobilization

Table 4.10b: Practitioner Coder Video Coding

DPW Video Minute Codes 0:00-0:12 Scandal, Allegation 0:13-0:20 Host Country Configuration, Govrn. Support to the MNC, Fragmentation of Elites 0:23-1:43 Scandal, Allegation 1:57-2:20 Hostile Reaction

CNOOC Video Minute Codes 1:09-1:24 Hostile Reaction 208

News Corp Video Minute Codes 0:42-1:40 Scandal, Scandalized Audience, Mobilization 3:21-4:00 Scandal, Scandalized Audience, Mobilization, Hostile Reaction 5:31-6:09 Scandal, Scandalized Audience, Mobilization 6:10-6:30 Scandal, Allegation, Hostile Reaction, Mobilization 6:44-7:00 Scandal, Scandalized Audience, Mobilization 7:30-8:00 Scandal, Scandalized Audience, Mobilization 8:57-9:10 Scandal, Scandalized Audience, Mobilization

Table 5.1.1a: The Denouncers, Threatened Actor and Their Reaction by Case

CNOOC- NEWS CORP- WARNER-EMI DAE-AUCK INTL LSE-TMX SGX-ASX UNOCAL BSKYB Denouncer Media, Small Politicians Politicians Politicians Politicians British Press and publicizing Industry Player Labor Party wrongdoing

Threatened Small and Manukau City and Chevron Provinces with CHI-X (new The Actor independent Auckland City (Powerful financial entrant) conglomerates labels & major (shareholders of actor, elite) centers, Elites of British press international Airport) & Air New of Canadian and TV industry competitors (less Zealand (powerful banking and (powerful actors, powerful actors) actors, elites) finance elites) (powerful actors) 209 Political n/a Elections close, grist Elections Provincial Hung Parliament, Advancing the

Motives (if in election mill close, grist in Elections gaining leverage status and any) election mill close, grist in w/n parliament popularity of election mill Labor at the expense of Conservatives and Liberals Reaction Use of media, no Opposition through Framing the Framing the CHI-X was not Media alliance visible reaction, Majors and their deal as a threat deal as a threat involved (new was formed, alliance with allies in Federal to nation & to nation & entrant) Politicians Alliance with international Parliament lobbying in lobbying at the used the deal as a Labor Party in competitors of Congress provincial way to promote and Parliament Warner and EMI level fight for the policies during the EC they supported by review weakening the Gillard Gov.

Table 5.1.1b: Industry Condition for the Target and the Threatened Actor where Applicable

NEWS CORP- WARNER-EMI DAE-AUCK INTL CNOOC-UNOCAL LSE-TMX SGX-ASX BSKYB EMI last British Auckland Oil Industry: The Exchange industry: Exchange industry: TV Industry: icon left in the International Airport number of open rapid consolidation rapid consolidation Satellite music industry, in is one of the largest reserves are & the pressure that & the pressure that broadcasting the global music in the region and decreasing, this consolidation this consolidation (BSkyB) was industry one of the needed more competition trend creates. trend creates. gaining share “minnows.” funding for increasing, and Increase in threat Increase in threat while other big Music expansion projects. margins falling. from smaller private from smaller names were conglomerates Government sold its These are all exchanges private exchanges losing share in increased the trend majority stake in influences of competing based on competing based the market. The for consolidation: 1988, leaving the globalization on the their tech. on their tech. newspaper Vivendi, Universal, airport vulnerable to oil industry. innovations & innovations & companies:

210 Bertelsmann. shareholders. Chevron, the nation's capabilities. The capabilities. The Facing a decline The pressure on Provides jobs and No. 2 oil company Canadian Banks opposition: Purely in paid

British small revenue(s?) for behind ExxonMobil, were the restricted to circulation trends players would Auckland and expected to benefit competitors of TMX politicians, Gillard since 2000. increase with Manukau. from increased with Alpha, and in government having Warner-EMI production and 2011 the banks were hard time in getting merger. reserves and feeling the squeeze approval for the synergies resulting of tighter mining tax and from its purchase of competition on water reforms. Unocal. everything from mortgages and home equity lines of credit to interest rates on deposits.

Table 5.1.2: Politicization: Frame Alignment Processes and Co-opting Allies

DAE-AUCK CNOOC- POLITICIZATION WARNER-EMI LSE-TMX SGX-ASX NEWS CORP-BSKYB INTL UNOCAL Evidence of pre- n/a n/a Yes n/a n/a n/a announcement lobbying Single/multiple issue Single: monopoly Single: money Multiple: Single: selling Multiple: human Multiple: democracy, framing concerns leaving the Energy security, the farm, rights, phone hacking, behind country human rights, Canadian democracy, loss scenes arrangements issues with control over of control over with politicians, lack of China markets markets transparency, corruption

Framing Processes by Bridging+ Initial: Initial: Initial: Initial: New allegations and new stage Transformation+ bridging+ bridging+ bridging+ bridging+ issues throughout, all 3 amplification in the transformation; transformation; transformation; transformation; processes visible from 211 U.K. for a short Later on Later on Later on Later on start to end while, at EC stage Amplification Amplification Amplification Amplification

mainly bridging and transformation by Scandinavian Composers Use of morality in n/a n/a Yes: violation of n/a Yes: lack of Yes: violation of privacy, framing the deal human rights in democracy and criminal activity, China violation of corruption in government human rights in and in News Corp, Singapore relationship btw state and media Coalition of Alliance with City majors, Lawmakers in Maple Group, Green and Media Alliance and denouncers and allies Scandinavian MPs, Clark Congress and Ontario and Independent Labor Party securing Composers and government, elites of industry Quebec MPs, alliance within the elites of industry Infratil provincial denouncers Parliament MPPs

Table 5.1.3: Scandal: Main Elements and Characteristics

DAE-AUCK CNOOC- NEWS CORP- SCANDAL WARNER-EMI LSE-TMX SGX-ASX INTL UNOCAL BSKYB Publicization Yes Yes Yes Yes Yes Yes Aggrieved actors Yes Yes Yes Yes Yes Yes Sustained Yes: but short Yes Yes Yes Yes Yes interest while in the UK, longer with EC involvement Scandal starts Yes Yes Yes Yes yes Yes with proposal announcement Long Lasting n/a n/a n/a n/a n/a Expanded, grew towards end

212 Expanded n/a Yes Yes n/a n/a Yes Contamination n/a Limited Yes n/a n/a Yes Allegations on n/a Government not -Assistance to National interest National interest -Corruption incumbent strong enough to CNOOC in test is vague test is vague -Behind doors government oppose the deal lobbying meetings -Ineffective -Fixing of deal assessment of outcome threats

Table 5.1.4: Audience Interest

CNOOC- WARNER-EMI DAE-AUCK INTL LSE-TMX SGX-ASX NEWS CORP-BSKYB UNOCAL 10 months 43 days 39 days 5 months 6 months 11 months 66 101 221 148 192 141

Table 5.1.5: Mobilization and Hostile Reaction

MOBILIZATION AND WARNER- DAE-AUCK CNOOC- NEWS CORP- LSE-TMX SGX-ASX HOSTILE REACTION EMI INTL UNOCAL BSKYB Uproar w/n parliament n/a The Greens, Both House n/a Both House of Lords and House New Zealand and Senate Commons and of Commons First, later on Senate joined by Clark Government Public protest blogs n/a Yes Yes n/a n/a Yes

Elite attack upon deal n/a n/a Yes yes n/a Yes progression 213 Congressional/ n/a n/a Yes Provincial n/a Yes Parliamentary hearing on parliament the bid hearing

(Proposal) Bill, motion, n/a Yes Yes n/a Yes No legislation against the bid

Poll/Survey showing n/a Yes n/a n/a Yes Yes opposition of audiences

Table 5.1.6: Evidence Table per Case Table 5.1.6a: News Corp & BSkyB: Politicization

Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) ...if the deal did go ahead, it 06/15/10 Strong "The companies 10/11/10 Strong Ofcom's inquiry was 10/2010 Strong would "erase any scintilla of behind the Daily launched after an doubt that Mr. Murdoch's Telegraph and the alliance of media News Corporation would be Daily Mail – both groups...wrote to Vince the most powerful of all the supporters of the Cable, the Business traditional media groups in Conservatives – Secretary, calling for the UK" (BBC business united with the him to launch the 214 editor Robert Peston) owners of the investigation over fears

Guardian and the that the deal posed a Labour-backing threat to competition Daily Mirror…" and media plurality. Fearful of the combined 10/11/10 Strong Ivan Lewis (Labor 11/04/10 Strong "If [government] seeks 10/11/10 Strong might of an integrated News Party, shadow a political fix in Corp-Sky operation, which Culture Secretary) Downing Street with would include the Sun, the Comment at The guests visiting through News of the World, the Guardian: The news the front or back door, Times and book publisher we need: For the we will not hesitate to HarperCollins, the sake of our expose the hypocrisy of complainants [the media democracy, News its claim to be acting in alliance] said the "proposed Corp's bid for the national interest." takeover could have serious BSkyB must be (Ian Lewis, Labor and far-reaching scrutinised by leader) consequences for media Ofcom (Headline) plurality".

Table 5.1.6a (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) It is understood Mr. Hunt 01/06/11 "Senior peers[Lords 11/04/10 Strong "Media pluralism goes 11/04/10 Strong will send News in Parliament] - to the heart of Corp...details of the including the former democracy. It is an regulator's recommendations BBC director- important part of the and his views before his general Lord Birt - answer to the question: decision is made public. "If lined up in the Lords what kind of country they don't publish Ofcom's last night to do we want to live in?" advice soon, it raises welcome Mr. (Ian Lewis, shadow questions that a deal Cable's move." Culture Secretary) 215 between the Government

and News Corp is being done behind closed doors," (Jeremy Dear, general secretary of the National Union of Journalists) Tom Watson, a former 07/06/11 Strong Prime Minister faced 07/06/11 Strong "Heaven forfend that 11/04/10 Strong Labour minister, accused mounting pressure we will create a Fox News International of from all political News here in the UK. entering the "criminal parties to block the We must ensure the underworld" by "paying plans by Rupert plurality of media people to interfere with Murdoch's News ownership and police officers and were Corporation… therefore of media doing so on behalf of known voice." (Lord Smith at criminals." House of Lords)

Table 5.1.6a (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) Murdoch denounced as 07/06/11 "Were News 07/06/11 Strong "deplorable and International, with their unacceptable" the revelation record of wrongdoing in the Guardian that the they have admitted so News of the World hacked far, to apply to run a into the telephone of Milly minicab firm they Dowler after she would not receive a disappeared. license." Frank Dobson, MP 216

Table 5.1.6b: News Corp & BSkyB: Scandal, Mobilization and Hostile Reaction

SCANDAL MOBILIZATION HOSTILE REACTION Evidence Evidence Evidence Strength Strength Strength Scandal Date (Weak, Mobilization Date (Weak, Hostile Reaction Date (Weak, Moderate, Moderate, Moderate, Strong) Strong) Strong) “The political scandal 05/25/12 Strong 38 Degrees members first 07/2010 Strong “The scale of the 07/06/11 Strong over Rupert Murdoch's started campaigning anger at News battle to buy BSkyB against Murdoch’s BSkyB International across moved closer to David powergrab back in July the Commons was Cameron last night after last year [2010]. highlighted….” new evidence

217 undermined the Prime Minister's claim that his Government was scrupulously even- handed in deciding on the £8bn deal.” .”..The scandal over the 04/29/12 Strong “Around 30 01/12/11 Strong “Procter & Gamble, 07/06/11 Strong BSkyB bid reveals how demonstrators entered the Britain's biggest close Tory leadership LSE auditorium where advertiser, plus O2, was to News Corp” Jeremy Hunt was speaking Vauxhall, Butlins (headline) to protest News Corp's and Virgin Holidays takeover bid for BSkyB” joined Ford in pulling ads from this weekend's News of the World”

Table 5.1.6b (Continued) SCANDAL MOBILIZATION HOSTILE REACTION Scandal Date Evidence Mobilization Date Evidence Hostile Reaction Date Evidence Strength Strength Strength (Weak, (Weak, (Weak, Moderate, Moderate, Moderate, Strong) Strong) Strong)

“The biggest press 07/06/11 Strong The Department for 07/09/11 Strong "I think Jeremy Hunt 07/10/11 Strong scandal in modern times, Culture, Media and or better still David getting worse by the Sport...received 156,000 Cameron should call day??? This was not the responses, including in Rupert Murdoch actions of some rogue 154,000 through the New and say that this bid reporter: Rebekah Brooks York-based Avaaz is no longer should take responsibility campaign group that has welcome." Paddy

218 and resign.” (Edward coordinated opposition to Ashdown, the former Milliband) the deal. The department Liberal Democrat

also received a paper leader petition purporting to include 100,000 signatures directly opposing the takeover. “A small flashmob 07/06/11 Strong “Jeremy Hunt 07/11/11 Strong protest took place outside commended Tom the Houses of Parliament, Watson "for his where activists tenacious demonstrated against campaign" as MPs Rupert Murdoch. Some from all parties held large puppets, which turned on Rupert resembled Murdoch, while Murdoch and his others simply held signs. British newspaper London, UK.” company.”

Table 5.1.6c: CNOOC & Unocal: Politicization

Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) …Chevron has played Pre- Strong "...Chevron...mining Jun- Strong "We urge you to 06/28/05 Strong on some lawmakers' announcement, its political Aug, protect American national security and May or June, connections in 2005 national security by trade fears, others' long- 2005 Washington D.C. to ensuring that vital standing human rights fuel the opposition U.S. energy assets concerns and others' against CNOOC’s are never sold to the longtime friendliness to bid." Chinese the oil industry. government" 219 (Barton & Hall

letter to President Bush) "The Chinese bid for 06/30/05 Strong In Washington, Jun, Strong [ CNOOC is]"a front 06/30/05 Strong Unocal is compelling Chevron Works to 2005 company for the evidence of America's Scuttle Chinese Bid (couple Communist Chinese strategic energy (headline) days government." (Rep. vulnerability. China has before Joe Barton, the clearly decided to meet its the chairman of the growing energy demand bid) House Energy and by obtaining control of Commerce energy assets around the Committee) world." (House Minority Leader Nancy Pelosi (D- Calif.))

Table 5.1.6c (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) "We're a democracy. 07/05/05 Strong Opposition to a Jun Strong We're not communists." possible CNOOC bid 17-22, (Rep. Carolyn Cheeks has been mounting 2005 Kilpatrick (D-Mich.) ) in the U.S. House Resources Committee chairman Richard Pombo, R-Calif., and Armed Services Committee chairman 220 Duncan Hunter, R-

Calif., wrote to President Bush, expressing concerns over the potential bid.

Table 5.1.6d: CNOOC & Unocal: Scandal, Mobilization and Hostile Reaction

SCANDAL MOBILIZATION HOSTILE REACTION Evidence Evidence Evidence Strength Strength Strength Scandal Date (Weak, Mobilization Date (Weak, Hostile Reaction Date (Weak, Moderate, Moderate, Moderate, Strong) Strong) Strong) China's Oil Bid 06/23/05 Strong “What other critical assets 07/04/05 Moderate By a vote of 333 to 92, 07/01/05 Strong Riles Congress that are vital to our nation the House passed an (headline) should we put on the auction amendment to an block? How about the appropriations bill that Blackhawk assembly line? would bar the Treasury Hey, if they want to buy it... Department from

221 who are we to stop it? Right? spending any money to After all, it's just a approve the CNOOC

"feeling" that it might be a takeover. bad idea” (adam_az, freerepublic.com). The House Energy and 07/19/05 Strong Commerce Committee [kept] the drumbeat going on [less than a week after Richard Pombo's announcement on study of China's energy demands] with a hearing into "China's bid for U.S. energy assets."

Table 5.1.6d (Continued) SCANDAL MOBILIZATION HOSTILE REACTION Scandal Date Evidence Mobilization Date Evidence Hostile Reaction Date Evidence Strength Strength Strength (Weak, (Weak, (Weak, Moderate, Moderate, Moderate, Strong) Strong) Strong)

House Armed Services 07/13/05 Strong Committee held a hearing into CNOOC's bid proposal. [concluding] constitutes a national security and trade risk.

222 ...lawmakers from both 07/23/05 Strong political parties warning

that Congress will take retaliatory action against Chinese trade practices if the Bush administration fails to respond.

Table 5.1.6e: DAE & Auckland International Airport: Politicization

Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) "Tourists to New Zealand 07/23/07 Strong Within hours of 07/23/07 Strong Manukau Mayor Sir Barry 07/23/07 Strong could be landing at a DAE's Curtis said that he was foreign-owned airport, announcement, NZ totally opposed to a travelling in foreign- First, the Greens foreign company owned campervans, and and Sir Barry obtaining a controlling visiting foreign-owned Curtis, mayor of interest in the region's iconic tourist sites and the airport's 10.05 domestic and international spending money which per cent airport as it was "a 223 will simply go back to shareholder, magnificent long-term

overseas owners," (Green Manukau City investment for our Party co-leader Russel Council, all came people". Norman) out against it. "...the deal would mean a 07/24/07 Strong The $2.6 billion 08/05/07 Strong "This matter is of major 07/23/07 Strong foreign takeover of takeover of importance to the people arguably our most Auckland Airport of Manukau City, the important strategic asset by a Dubai Auckland region and New (which) explicitly seeks to company suffered a Zealand, and I have no favour one particular huge setback hesitation in expressing foreign-owned airline yesterday when my opposition to a over Air New Zealand" Trade Minister foreign company taking a (NZ First leader Winston Phil Goff said the controlling interest in our Peters) Government airport. Who knows agreed with local where this could finish opposition to the up?" Manukau Mayor Sir deal. Barry Curtis said

Table 5.1.6e (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) Foreign Minister Winston 07/24/07 Strong All four mayoral 07/24/07 Strong Mr Peters [Foreign 07/24/07 Strong Peters... raised the stakes candidates for Minister Winston over the sale of Auckland Manukau said they Peters] has vowed to International Airport by would be extremely battle right through to linking national security reluctant to sell the the final decision. issues to the controversial authority's shares if Dubai bid. they go into office. The other Auckland candidates also 224 refused to back the

deal. "…Auckland International 07/27/07 Strong "Obviously there is a 08/16/07 Strong "We can't afford to 07/24/07 Strong Airport should not be good chance we will keep flogging off the linked in any form to an have common family silver." Len airline, so that there is no interests and common Brown (candidate, possibility of preferential views about the airport running for Manukau treatment of any kind that with Auckland City Mayoralty) would disadvantage any and Manukau...We other operators," (Air NZ have spoken a lot with chairman John Palmer) both councils already."(Wellington- based Infratil)

Table 5.1.6f: DAE & Auckland International Airport: Scandal, Mobilization and Hostile Reaction

SCANDAL MOBILIZATION HOSTILE REACTION Evidence Evidence Evidence Strength Strength Strength Hostile Scandal Date (Weak, Mobilization Date (Weak, Date (Weak, Reaction Moderate, Moderate, Moderate, Strong) Strong) Strong) The $2.6 billion 07/24/07 Strong That view [opposition to the sale] 07/24/07 Strong Auckland Jul-Aug, Strong bid for Auckland was shared by most of the people City...public 2007 airport by Dubai who contacted the Herald. consultation Aerospace Of 45 emails received…just two showed 91.3 Enterprise has supported the sale of the council's per cent of 614 sparked fierce shares. Many of the others said submitters political the "family silver" should not opposed selling 225 opposition from fall into foreign hands. them and 90.8

NZ First and the per cent were Green Party, who against even fear its loss as a reducing the strategic asset if council's stake. it passes into foreign hands. Unfortunately, it 09/05/07 Strong "Auckland Mangere airport is the 07/24/07 Moderat Neither DAE 08/05/07 Strong [DAE] was (news after only airport for Auckland. I fully e nor Auckland moving so fast it termination) support Mr. Peters view that this Airport couldn't see is a "national" airport although expected such a where it was shares are in private hands. A major political headed - right similar take-over in the USA has outburst from a into a storm of also caused an outcry with the respected public and Dubai company withdrawing Cabinet political already acquired ports."(Franklin, minister. disapproval. The New Zealand Herald discussion board)

Table 5.1.6f (Continued) SCANDAL MOBILIZATION HOSTILE REACTION Scandal Date Evidence Mobilization Date Evidence Hostile Reaction Date Evidence Strength Strength Strength (Weak, (Weak, (Weak, Moderate, Moderate, Moderate, Strong) Strong) Strong)

The deal was also met 09/08/07 Strong "...I have found there is a 07/24/07 Strong A Herald- 08/06/07 Strong with a strong political (news after very strong sentiment from DigiPoll survey backlash against termination) the community to hold on to of 400 Auckland foreign ownership of a the shares." Len Brown City residents key strategic asset. (candidate, running for found 80.9 per Manukau Mayoralty) cent against the Dubai bid… 226

Table 5.1.6g LSE & TMX: Politicization

Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) Ontario Finance Minister 02/11/11 Strong ...some of Canada's 03/09/11 Strong "Canada's standing 06/16/11 Strong Dwight Duncan used tough biggest financial as a global centre language... questioning institutions allied in a for financial openly whether the deal that would keep excellence is at risk transaction would involve a the country's stock with the LSE deal" "strategic asset in a exchange locally (Luc Bertrand) strategic industry." owned... The Ontario Finance Minister 02/11/11 Strong ...the provincial 03/17/11 Strong And so the banks 05/16/11 Strong 227 was vocal on Friday about governments of Quebec have mounted their

the prospect of the exchange and some of the own nationalist being influenced by Middle Western provinces have attack.. Eastern interests - one of lined up behind the the largest shareholders in bid [Canadian counter- the exchange would be the bid], linking arms ruler of Dubai. with Ontario's Finance Minister Dwight Duncan…

Table 5.1.6g (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) "Canadians are quite capable 03/09/11 Strong The army of financial 06/13/11 Strong of competing and winning on institutions fighting to the global stage," the letter buy TMX Group Inc. is says. "Our success does not growing to 13 from depend on selling out or nine, balancing an waiting for others to 'save' added sense of us."...[the sale] would result legitimacy that comes in the loss of a "viable from a broader global entity" and perhaps consortium… 228 thousands of well-paying

jobs. (Public Letter of Bank Consortium)

Table 5.1.6h: LSE & TMX: Scandal, Mobilization and Hostile Reaction

SCANDAL MOBILIZATION HOSTILE REACTION Evidence Evidence Evidence Strength Strength Strength Scandal Date (Weak, Date (Weak, Hostile Reaction Date (Weak,

Moderate, Moderate, Moderate, Strong) Strong) Strong) TMX/LSE tie-up gets grilled; CEOs 03/02/11 Strong Emergence of alliance of 03/09/11 Strong under gun at hearing big three banks against the LSE-TMX proposal Under fire from nervous politicians… 03/11/07 Strong Maple launched a proxy 06/14/11 Strong fight, and officially sent its offer to shareholders before 229 June 30th the date for

shareholder voting on LSE bid Maple Group launched a 06/25/11 Strong "public relations blitz", which included "full-page newspaper ad", "making media rounds" and "an investor conference"

Table 5.1.6i: SGX & ASX: Politicization

Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) The shadow treasurer, 10/26/10 Strong Deep concerns about 10/26/10 Strong ``It is a piece of 10/26/10 Strong Joe Hockey, told the tie-up were raised governmental process; Coalition MPs the ASX in a meeting of what you are actually was "a signature Coalition MPs and handing over here is part monopoly" that was both the of the sovereignty of the crucial to Australia's independent MP country. If you sell the position as a regional Bob Katter and the ASX, you may as well financial centre. Greens… put the High Court up 230 for sale.'' (Bob Katter,

Independent MP) Greens leader Bob 10/26/10 Strong Independent MP Bob 10/26/10 Strong Greens leader Bob 10/26/10 Strong Brown was more Katter told The Brown accused emphatic, saying Australian he was Singapore of being run Singapore's hanging of drafting a resolution by oligarchs, and convicted Australian to stymie the independent MP Bob drug trafficker Van transaction…[to]win Katter said he planned a Tuong Nguyen in late the support of all the parliamentary motion to 2005 made the deal independents and oppose the deal. impossible to support. the Greens.

Table 5.1.6i (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) "They [Singaporeans] 10/26/10 Strong Two crossbench MPs, 10/28/10 Strong Outspoken Liberal 10/27/10 Strong don't respect this Tony Crook and senator Bill Heffernan nation the way they Andrew Wilkie, also launched a savage should, they don't yesterday joined attack on the proposal respect our aspiration Queensland's Bob from the Singaporeans, for a more democratic Katter in opposing whom he referred to as and fair society, and the transaction. "that Chinko have a poor track mob"....said it was not in record regarding the national interest to 231 Australians as equals" "take the heart and lungs

(Sen. Bob Brown) away from the Australian financial system and send them to Singapore".

Table 5.1.6i (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) ...opposition to the deal 10/26/10 Strong from all sides of politics hardened. "At this point in time I 10/28/10 Strong would not support any move to sell the ASX to Singapore or to interests in Singapore." (Andrew Wilkie, Independent MP) 2

32 Independent MP Bob 02/15/11 Strong

Katter likened the revised offer to ``putting a dress on a pig''…

Table 5.1.6j: SGX & ASX: Scandal, Mobilization and Hostile Reaction

SCANDAL MOBILIZATION HOSTILE REACTION Evidence Evidence Evidence Strength Strength Strength Scandal Date (Weak, Date (Weak, Hostile Reaction Date (Weak,

Moderate, Moderate, Moderate, Strong) Strong) Strong) The political heat over the 10/26/10 Strong The proposal [SGX bid for ASX] 02/16/11 Strong $8.4 billion bid grew… has drawn fire from all sides of politics and run into public opposition… The deal appears to be in 10/29/10 Strong ...opposition to the deal from all 10/26/10 Strong serious political trouble. sides of politics hardened. 233

In an Investor Pulse survey, 55 11/04/10 Strong per cent of investors do not believe the takeover of the ASX by Singapore is in the country's national interests. 41% believe Singapore's human rights record is a sufficient enough reason to reject the bid. ...a UMR Research poll in 02/16/11 Strong December [showed that] two- thirds of Australians opposed the bid.

Table 5.1.6k: Warner & EMI: Politicization

Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) ...Britain's last major 01/24/00 Strong [European] 06/15/00 Strong It is a wonderfully messy 01/24/00 Strong record label was Commission said it structure which will no effectively losing its was impelled to doubt be tidied up in a year independence. investigate further, in or two, rather as part by a large number LucasVarity went. Then of complaints it EMI will disappear received about the totally into the great merger. These American maw. 234 included the British

Academy of Composers and Songwriters, which argued that such a music publishing giant would wield too much power to set royalties payments.

Table 5.1.6k (Continued) Evidence Evidence Evidence Strength Strength Strength Frame Bridging & Date (Weak, Coopting Elites Date (Weak, Amplification Date (Weak, Transformation Moderate, Moderate, Moderate, Strong) Strong) Strong) "ANOTHER one bites 01/24/00 Strong ... the French and 10/08/00 the dust" (headline) German-dominated competition committees favoured their own national companies against the old Anglo-American enemy. ...we are faced with the 03/01/00 Strong ...a range of groups 09/18/00 Weak 235 final loss of lobbying actively to

independence of what force its [European was a great British Commission] hand. institution.

Table 5.1.6l: Warner & EMI: Scandal, Mobilization and Hostile Reaction

SCANDAL MOBILIZATION HOSTILE REACTION Evidence Evidence Evidence Strength Strength Strength Scandal Date (Weak, Date (Weak, Hostile Reaction Date (Weak,

Moderate, Moderate, Moderate, Strong) Strong) Strong) The 780 million deal 01/25/00 Weak EMI merger - now the 01/28/00 Weak The commission is very 09/20/00 Strong has sparked rock stars strike back much against the deal immediate concern (headline) and is putting enormous about job losses in pressure on EMI and the West. Time Warner to come up with substantial undertakings.' 236 Investors are already up 01/30/00 Weak

in arms about the terms of the deal. …[European 10/06/00 Strong Commission] demanding radical concessions… ...[the concessions] would 09/20/00 Strong not be enough to stop Signor Monti blocking the deal.

Table 5.2.1: Host Country Political Climate

WARNER- DAE-AUCK CNOOC- NEWS CORP- LSE-TMX SGX-ASX EMI INTL UNOCAL BSKYB Hung parliament n/a Yes n/a yes Yes yes (no single party majority) Minority/ coalition n/a Labor+ n/a Conservative Labor Party Conservative+ government Progressive Party party minority minority Liberal Party coalition government government coalition Weak/ Strong in 1st term of Trailing in 2nd term of 3rd term of Gillard Relatively Parliament/ Tony Blair, opinion polls: George W. Harper Government strong in Congress Labor weak Bush Government needed to get parliament, but government: administration, under attack: approval for Labor has a Strong unpopular, weak every single new leader

237 trailing in legislation: trying to opinion polls: weak improve Labor Weak rating Upcoming n/a November 2008 November Provincial n/a n/a Elections 2006 elections October 2011, Minority Gov longevity doubtful general election likely Industry: Yes Yes yes Yes Yes yes globalization pressure

Table 5.2.2: MNC's Network and Support within Host Country

Case Evidence Supporting Actor News “It does seem to me that News Corp do control Sky already, so it isn’t clear to me that in terms of media plurality Host Country Corporation there is a substantive change...” (Jeremy Hunt, UK culture secretary) political elite ally (Cabinet)

"David Cameron was a guest of Rebekah Brooks, the chief executive of News International, at her Oxfordshire Host Country PM home over the Christmas period, days after he transferred ministerial responsibility over Rupert Murdoch's bid to take full control of BSkyB." CNOOC "...Deputy Secretary of State Robert B. Zoellick is seen as a strong voice to keep Washington from interfering in Host Country what CNOOC officials have described as purely a business deal…" political elite ally (Administration)

238 "[As President Bush showed reluctancy to veto the CNOOC proposal] Democrats yesterday accused the Bush Host Country administration of complacency in the face of a foreign threat, while Republicans pushed for more oil production in President

the United States." "President Bush's top independent intelligence adviser met last winter with investment bankers in China to help Host Country secure his law firm's role in lobbying for a state-run Chinese energy firm and its bid for the U.S. oil company President, Lobby Unocal Corp., according to his law firm, Akin Gump." Power LSE "Mr. Coates[Michael Coates, the chief executive of Hill and Knowlton Canada] has deep Conservative roots, Lobby power working in the past as a political aide and a Conservative Party official. During the 2008 election campaign, The Globe and Mail reported that he was acting as a senior representative of the Conservative Party..." "The proposed merger of the Toronto and London stock exchanges would lead to the creation of the world's largest Media Support market for mining and resource shares. It would give Canadian companies badly needed access to huge international pools of investment capital and help this country become a leading player in international resource development." (National Post) "Blocking the LSE deal wouldn't ensure the future of the Toronto Stock Exchange; it would imperil it. But the logic Media Support of the deal may cease to matter if nationalism gains the upper hand, especially in the runup to federal and Ontario elections." ()

Table 5.2.2 (Continued) Case Evidence Supporting Actor SGX "For Australia to be seriously considered as a regional financial centre, we can't have the government saying no to Industry Expert these sorts of mergers," John Brogden, (Financial Services Council CEO)

"Singaporean Prime Minister Lee Hsien Loong raised the issue with Prime Minister Julia" MNC Home Country PM

"It is certainly true that we have engaged a number of lobbyists and we have been having a series of meetings with Lobby Power political decision makers,"( A spokesman for ASX)

"...the ASX... had a track record of getting its way with previous governments…" Target leverage in government "...the merger would promote the national interest; in particular, it would lower the cost of capital for Australian International Expert

239 companies, improve Australia's chances of becoming a financial services hub in Asia and improve the ability of Report Australians to diversify savings...“(The Access Economic Report)

"...the creation of one of the premier global exchanges with the second largest number of listings, the most number Media Support of exchange traded funds, and the largest Asian equity derivatives and commodities business" (The Australian Financial Review) DAE "Sultan Ahmed Bin Sulayem met [with Trade Minister Phil Goff] in Auckland just before the bid was announced. MNC Home After that meeting Goff was reported as saying the NZ Government would not share US protectionist concerns as Country using far as Dubai investment was concerned." political leverage

Table 5.2.3: The Bidder MNC and Existing Network in the Host Country

CNOOC- NEWS CORP- WARNER-EMI DAE-AUCK INTL LSE-TMX SGX-ASX UNOCAL BSKYB Bidder Not enough Political elite: Political Elite: Through TMX, Singapore News Corp had network in information, Sultan Ahmed Bin Secured the LSE has lobbying Government leverage in host possible in U.K., Sulayem (DPW support of power within the lobbied for SGX, Conservative country none in EC chairman) received Bush Conservatives ASX used led Cabinet, assurances from NZ Administration. (Harper lobbying within News Foreign Minister on Government) and the Parliament, International DAE deal media pushed for industry experts papers the deal. and the press campaigned for pressured for the Conservatives deal prior to 2010

240 elections.

Table 5.2.4a: Hung Parliament

Case Evidence Theme News No single party won an overall majority at the 2010 General Election, for the first time in the UK since February Hung parliament, strong Corp 1974.The Conservatives won the most seats, 306..Labour were down by 90 seats, leaving them with 258... the opposition (from Liberal Democrat got total of 57… government back to opposition) At his [David Cameron as the PM] first Downing Street press conference, he referred to a 'Liberal Democrat Change in power dynamics Conservative Government', 'our Liberal-Conservative government', and a 'historic Liberal Democrat-Conservative after election administration'. This would bring about a historic realignment of politics... The Tories' General Election campaign was yesterday criticized as being 'chaotic' and 'unprofessional' by Discontent within the Party grassroots Conservatives governing the Coalition “If we’d fought a proper Conservative campaign, we could have won the election outright and implemented our Discontent within the Party own manifesto. Instead, we’re giving jobs to Liberal Democrats and putting up taxes. We’re hardly going to governing the Coalition 241 celebrate that, are we?”(an unhappy MP from Conservative Party)

"Senior Tory [Conservative Party] MPs are urging David Cameron to reshuffle the cabinet to quell discontent in Discontent within the Party the party and draw a line under policy blunders…" governing the Coalition There were signs of panic in Downing Street last night as the Prime Minister faced mounting pressure from all Organization of opposition political parties to block the plans by Rupert Murdoch's News Corporation to take full ownership of BSkyB… against the incumbent government "The vote [to stop News Corp bid] will present the coalition with a major test of unity as the Labour leader, Ed Organization of opposition Miliband, seeks cross-party support for a motion in parliament which would halt progress on the takeover..." against the incumbent government DAE 2005 elections formed the 48th Parliament, where no party gained majority of seats (Labor 50, National Party 48, Hung parliament NZ First7, Green 6, Maori 4, United Future NZ 3, ACT NZ 2, Progressive 1) After the September 2005 general election "the ruling Labour–Progressive coalition was returned for a third Reliance on alliance with successive term and Helen Clark continued as prime minister, still able to command a majority in parliament only other parties for majority with support from New Zealand First (seven) and United Future Party (three)" support New Zealand’s coalition government last month lost its outright majority in parliament following the resignation Loss of majority and from the Labour Party of one of its MPs. Former Associate Minister of Immigration Taito Philip Field had been weakening prior scandal stood down from his duties...facing a police investigation into allegations that he attempted to improperly influence immigration applications.

Table 5.2.4b: Hung Parliament

Case Evidence Theme LSE "...the federal government of Prime Minister Stephen Harper, a minority that also faces the constant threat Minority government and of an election, must sign off [the merger proposal]." opposition pushing for election

"...Stephen Harper's minority Conservative government could be defeated on its March budget [being Minority government and defeated on a budget bill means general election]." opposition in parliament

SGX The 2010 Federal Election was held on Saturday 21 August and resulted in a hung parliament – the first Hung Parliament federally since 1940. Labor won 72 seats, the Coalition 73, the Greens one and there were four independents. ...the Gillard Government was granted a second term with the support of Andrew Wilkie (independent), Reliance on individual MPs for Adam Bandt (Greens), Tony Windsor (independent) and Rob Oakeshott (independent) ...securing the support

242 smallest possible majority of 76 to 74 to pass the Budget and survive no confidence motions. The independents and the Greens member reserved the right to vote differently on other matters.

"Thereafter [after forming government] she [Julia Gillard as the PM] endured what many considered to be Tough political environment the toughest of political environments—a largely disillusioned electorate; a hostile, often vicious press; herself burdened by scandals of others’ making and pursued by allegations of her own past misdemeanours; and relentless leadership speculation within the Labor Caucus that created an aura of instability around her government and raised the ire and anxiety of citizens." !

Table 5.2.5: 2nd Term Unpopular Administration

Case Evidence Theme CNOOC "President Bush's overall job approval rating has reached the lowest ever measured in this poll, and Low approval evaluations of his handling of Iraq, the economy and even his signature issue, terrorism, are also at all-time ratings lows. More Americans than at any time since he took office think he does not share their priorities."

"Republicans receive more criticism than Democrats when it comes to their ethics... 37 percent think the Criticism on Republicans in Congress are less likely to have those qualities [honesty & integrity], compared to 28 percent governing party's who say that about the Democrats." Honesty and Integrity 243

Table 5.2.6: Majority Government & Popular Administration

Case Evidence Theme Warner- "He [Tony Blair, the Prime Minister, Labour Party] continued to rule over his party with an iron will, battling to impose Strong Party EMI his own choice of candidates in the first London mayoral contest and devolved assembly elections and ensuring ministers Discipline remained "on message" at all times.

"Wary of the civil service's ability to deliver his policy goals, he [Tony Blair] centralised power in Downing Street Power over [where Government resides]." Cabinet Tony Blair was seen as a new kind of politician with enormous charisma, arguably the finest opposition leader of modern Charisma, times ...It was of little surprise when Labour won the 1997 general election by a landslide majority of 179. majority support in Parliament 244

Table 5.2.7: Elections

Case Representative Quote Theme CNOOC November 2006 mid-term elections seems to have been influential but no evidence in media coverage or reports n/a on the deal DAE ...local polls [i.e. Herald-DigiPoll survey revealing opposition against the Dubai bid] often give a strong pointer Political problem, to what will happen in the general election a year later. A rebuff for City Vision would be psychologically increased sensitivity damaging to the Labour Party. It recognises as much, thus Mr Goff's entreaty to City Vision candidates to tap constituents, decreased into popular opposition by grabbing the airport issue with both hands. leverage of government, opportunity to secure approval by being populist LSE "Now that Ontario is already putting up objections... it is hard to see how the Tories -- who are eager for more Political problem, seats in Ontario in the next election -- will find the apolitical backbone they lacked over Potash [BHP Billiton increased sensitivity hostile bid for Potash Corp]. To Ontarians, the Toronto stock exchange is every bit as integral to their provincial constituents, decreased image as Potash Corp. is to Saskatchewan's." leverage of government 245

"... the logic of the deal may cease to matter if nationalism gains the upper hand, especially in the runup to Political problem, federal and Ontario elections." increased sensitivity constituents, nationalism Hence, economic benefits are pinned against political interest on the provincial level, and there will be immense Opportunity to secure pressure from Ontario and Quebec to block the merger. The federal government could side with these provinces approval by being populist and claim to protect a crucial part of the country's financial system from foreign influence - a convenient platform for the government to show it defends national interests.

Table 5.2.8: Metonymy and Metaphor

Data Supporting Processes Leading to Cross-Border Deal Incompletion Representative Quotations Theme Case Politicization National News Corp- "Heaven forfend that we will create a Fox News here in the UK. We must ensure the national icon for culture (U.S. Metonymy BSkyB plurality of media ownership and therefore of media voice." (Lord Smith at House of media culture), nation for Lords) industry (British media) CNOOC- "We urge you to protect American national security by ensuring that vital U.S. nation for organization Unocal energy assets are never sold to the Chinese government" (Barton & Hall letter to President Bush) LSE-TMX Maple Group's proposal is for a "made-in-Canada" solution that would keep more national icon for sovereignty, control of the stock exchange in domestic hands… hands for ownership and control 246 Metaphor DAE- "We can't afford to keep flogging off the family silver." Len Brown (candidate, metaphor

Auckland running for Manukau Mayoralty) International Airport Metonmy- SGX-ASX Outspoken Liberal senator Bill Heffernan also launched a savage attack on the nation for organization, Metaphor proposal from the Singaporeans, whom he referred to as "that Chinko mob"....said it metaphor, national icons for was not in the national interest to "take the heart and lungs away from the Australian national sovereignty financial system and send them to Singapore". Warner-EMI …Then EMI will disappear totally into the great American maw. nation for organization, metaphor !

Table 5.2.9: Audience Interest in case of no mobilization

Bystander Public Case Evidence Interested audience LSE-TMX Number of newspaper articles published in five months: 148 Interested audience support SGX-ASX In an Investor Pulse survey, 55 per cent of through polls & surveys investors do not believe the takeover of the ASX by Singapore is in the country's national interests. 41% believe Singapore's human rights record is a sufficient enough reason to reject the bid.

...a UMR Research poll in December [showed that] two-thirds of Australians opposed the bid. No/weak interest Warner-EMI Number of newspaper articles published in ten months: 66

247

APPENDICES

APPENDICE A1

PROCESS PROGRESSION AND TIMELINE FOR EACH CASE

News Corporation bid for BSkyB

Process Progression:

On June 14 2010 Rupert Murdoch's News Corporation announced its bid of 675p per share in cash to take control of the 61% in BSkyB the company did not already own.

BSkyB’s independent directors as undervaluing the company rejected the offer (The

Guardian, June 15, 2010). News Corporation, through its subsidiary News International owned the Sun, the News of the World, the Times and book publisher HarperCollins, controlled 37pc of the British newspaper market at the time of bid announcement (The

Daily Telegraph, November 5, 2010).

At the time of announcement, all seemed to be well for the News Corporation.

The News Corporation investors showed their support to the BSkyB bid (Financial

Timeshttp://www.ft.com/, June 16, 2010). The Conservatives within the Coalition forming the U.K. incumbent government gave initial indications of support to the deal.

Jeremy Hunt, the Department for Culture, Media and Sport (DCMS) secretary stated that it already seemed like News Corporation was controlling BSkyB. Therefore, it was not really clear to him that “in terms of media plurality there [would be] a substantive change” (Financial Times, June 16, 2010). For investment analysts the deal made sense. 248

Larry Haverty at Gamco Investors, which owned 13.6m News Corp shares, said that the deal made “an awful lot of sense strategically.” (Financial Times, June 16, 2010).

However, there was a group of actors in the U.K. who felt threatened by News

Corporation’s further expansion in the U.K. market. These were the elites of the British media industry. Starting the day that the deal was announced, these organizations framed the News Corporation’s bid for BSkyB as “a deal that would tighten the media mogul's grip on key assets in the newspaper and television industries” that would threaten the

“media plurality” by limiting people’s choices (The Daily Telegraph, June 15, 2010).

On the date of announcement and right after announcement, The Daily Telegraph,

Daily Mail, The Guardian and Daily Mirror started bringing up issues of media plurality and increasing consolidation. These papers emphasized Rupert Murdoch’s probable domination of the British media if the deal passed and started mentioning possibility of a government intervention.

The press, except for News International papers that are owned by News

Corporation, voiced its concerns. However, voicing concerns and associating them with democracy (plurality, voice) did not prove to be influential on British audience. The wrongdoing was publicized but there seemed to be no “public interest” (Adut, 2008) in the allegations made. Adut (2008) argues that as media follows public opinion instead of leading it, public interest in an event or an issue can be observed through press coverage.

Looking at the news coverage on the News Corp deal, June 2010 publicization of threat to media plurality cannot be considered as a scandal because lack of press coverage on

249 the deal afterwards reveals lack of public interest on the issue. If there is public interest in the issue, there is no scandal (Adut, 2008).

Lack of public interest on the issue seems to have started an active campaign against especially News Corporation. On October 8th, at an interview on PBS' Charlie

Rose, Mark Thompson (director general of the BBC) warned against the consequences of the deal. Thompson's comments on U.S. television was strategically planned to be aired ahead of News Corp boss Rupert Murdoch, who was expected to give further details of the bid in London October 21st. "If the two [News Corp and Sky] were combined, there might be a significant loss of plurality in our media market," Thompson said and added that there was “a potential of an abuse of power” (The Guardian, October 11, 2010).

Thompson coupled his warning with a call to the David Cameron cabinet to review the bid considering “the scale of the potential ownership in UK media”. He was the first to voice a public call against the deal (The Guardian, October 11, 2010).

Thompson’s remarks matched the coverage of opponent press on the deal. This initial public opposition to the deal marks efforts of frame bridging and transformation. The elites of the British media started publicizing their framing of the deal which links threat to democracy and abuse of power to a business transaction that is, under normal circumstances, evaluated through financial and economic criteria.

Shortly after the public criticism of BBC’s director general, on October 11th,

“highly factionalized newspaper industry” “set aside historic differences to join forces in an unprecedented assault against the power of Rupert Murdoch's media empire” (The

Guardian, October 11, 2010). The Telegraph Media Group (Conservative), Trinity

250

Mirror (Labor) and Guardian Media Group (Labor) got together in their first official act of opposition: The alliance sent a petition Vince Cable, the business secretary reviewing the bid, to consider blocking News Corporation's proposed £8bn full takeover of the satellite broadcaster BSkyB. The alliance was also joined by the elites of broadcasting industry, namely British Broadcasting Corporation (BBC), British Telecommunication

(BT) and Channel 4. The document was also backed by a memo prepared by the City law firm Slaughter & May, which set out legal arguments for Mr. complainants said the

"proposed takeover could have serious and far-reaching consequences for media plurality" (The Guardian, October 11, 2010).

Formation of an alliance is an instance of political elite convening power. The perceived threat was big enough to bring the big names in British media together despite of difference in ideology. Realizing that they were launching “an assault” against “an empire”, the opponents to the deal “joined forces”. As Adut (2008) argues the more powerful the transgressors (News Corporation) are, the easier it is for them to recruit elites and powerful figures (such as politicians in the Cabinet, regulators reviewing the bid). The memo prepared by law firm Slaughter & May is also an attempt to increase the strength of the opposition by increasing the media alliance’s “credibility” (2008: 71) through “verification” (2008: 17) of their arguments. Such an attempt supports Adut

(2008)’s argument on necessity of strong verification and high credibility especially when making public allegations against a powerful transgressor.

Considering the fact that David Cameron’s “Conservative party came to power with the help of an enthusiastic pre-election endorsement from the Sun – Britain's

251 bestselling newspaper – and other Murdoch titles”, the Murdoch’s News Corporation was a threat with great leverage in incumbent Cabinet. However, the government formed was a coalition of Conservatives and Liberal Democrats and the business secretary appointed to review the deal was a Liberal Democrat Minister (Vince Cable). Therefore Vince

Cable, early on in the process, was viewed as an actor who could create difficulty in completion of the deal (The Guardian, October 11, 2010). According to the

Commonwealth States Parliamentary guide, all the cabinet should be one voice one body.

So the Cameron government had three options in case of lack of approval from Cable: 1)

Removal of Cable from office if Cameron and Conservatives want to see the deal done,

2) Force Cable to resign from the duty to review the deal and 3) Agree with Cable’s decision, regardless of Conservative support.

November brought good news to the media alliance as the publicization of News

Corporation deal as a threat, was finally gathered support of politicians within the

Parliament.

First, in a commentary published in The Guardian, Ian Lewis (Labour Party,

Member of Parliament (MP)) replicated the concerns brought up by media alliance by linking media pluralism and democracy to the News Corporation bid for BSkyB. “Media pluralism goes to the heart of democracy. It is an important part of the answer to the question: what kind of country do we want to live in?” (The Guardian, November 4,

2010). Lewis elevated the values claimed to be violated by the News Corp-BSkyB deal and emphasized the importance of these values by relating them to “national interest” and country’s future. The evidence reveals frame amplification, as the values brought up

252 before are being amplified or elevated in an aggressive manner. Lewis also brings in additional concerns: “The rules governing media ownership must be applied fairly irrespective of the status or size of media organization…If [the government] seeks a political fix in Downing Street…we will not hesitate to expose the hypocrisy of its claim to be acting in the national interest” (The Guardian, November 4, 2010). These additional concerns reveal a process of frame bridging, such as equality, fairness (rules should apply to all irrespective of size), righteousness (political fix and hypocracy) and responsible government (regulation is essential, referral to Ofcom). BSkyB's future was also associated with a bad example "Fox News", which (from preliminary reading of news) seems to be the nightmare of most people in the U.K. Additional concerns were linked with the deal, a business transaction was being framed as an issue that should be judged in accords to morality.

Next, on November 4th Vince Cable intervened in News Corporation's proposed bid by ordering media regulator Ofcom to examine the bid. His referral, on the grounds of "media plurality", followed concerns of media companies over the scale of News

Corp's position in the British market, if the deal got completed (The Daily Telegraph,

November 5, 2010).

The parties within the Coalition Government had “different attitudes” regarding the deal. The Conservatives (Jeremy Hunt, the Culture Secretary, and George Osborne, the Chancellor) were “less concerned” about the deal, whereas the Liberal Democrats

(Vince Cable and Nick Clegg, party leader) argued that the deal should be subject to

“public-interest test”. Considering the alleged relationship between News Corporation

253 and the Conservatives in the government (The Guardian, June 15, 2010), an opposition against the deal could have become problematic for the Cameron government (The

Independent, November 5, 2010). Yet, Vince Cable’s intervention defined the position of the government on the bid: the deal posed a threat to media plurality; hence the News

Corporation proposal had to go through the necessary regulatory reviews. From this point on the Cameron cabinet had to support regulatory review of the bid. Cable’s decision must have been an uneasy one for the cabinet.

The Daily Telegraph stated that the bid’s referral to Ofcom proved “the power of lobbying”. Facing all the “objections from media groups and others”, Mr Cable “had no choice but to investigate”. The Ofcom review was stated to be on "media plurality", which meant the diversity of views and ownership of the media. Lobbying appears to be the medium of pressure; hence the medium of politicization.

The same day as News Corp’s referral to Ofcom, a heated debate within the

House of Lords took place. Lords involved in the debate, Lord Birt, a former director- general of the BBC, Lord Smith, Lord Razzall and Lord Myners, supported business secretary’s decision and announced their opposition to the deal. Overall the Lords argued that News Corp taking full control of BSkyB would give the US media group "an unprecedented level of control". Lord Puttnam, the Channel 4 deputy chairman, stated that "this [the approach for BSkyB] truly is a chilling prospect". "Heaven forfend that we will create a Fox News here in the UK," said Lord Smith. "We must ensure the plurality of media ownership and therefore of media voice." Lord Myners, a former chairman of

Guardian Media Group, said it was difficult to see the social advantages of News Corp

254 taking full ownership of BSkyB and added that such an acquisition would “lead to a further elimination of choice” (The Daily Telegraph, November 5, 2010).

Considering the fact that the Lords voicing concerns were all related to the media alliance, the data shows an elite support for the opposition. These elites are crucial political allies for the media alliance as News Corporation is a powerful actor with strong political ties in the U.K. Media’s alliance with the Lords gave them a better access to the

Parliament, which meant more leverage. The Lords seem to elevate the values that were brought up by the alliance a month ago, which indicates frame amplification. The allies within the House of Lords seems to have attempted to secure allies within the House of

Lords, or simply make the scandal a more “consequential” (Adut, 2008) one by sustaining a certain level of interest among the Lords.

Supporting Adut’s (2008) argument on scandal, the data reveals use of morality to be able defeat a powerful transgressor, who is known to have strong allies. In this case both the denouncer and interested actor is media, after trying a framing built on democracy, the alliance and its allies seems to have started using more morality related issues in making allegations against the News Corp. Beginning of November, 2010 the opposition still seemed to be confined to interested actors and their allies, aka the denouncers. A wide range “consequential” (Adut, 2008: 18) scandal was not there yet.

But as Adut (2008) argues in some cases, actors trying to create consequential scandals might need to try different audiences before they get the result they want. Different audiences mean different framing of events involving different values, ideals and concerns, which indicate various frame bridging and transformation efforts. With every

255 new audience attempt, there will be efforts of frame bridging and transformation to appeal to that audience.

On November 17th, strengthening the allegations against the News Corporation,

James Murdoch warned the U.K. government that News Corp could relocate some of its most innovative projects to more "welcoming" countries if the UK blocked its bid for

Sky. His statements were reported as threat all over media alliance press with headlines such as: “Murdoch block us and we'll go abroad” (The Daily Telegraph, November 18,

2010).

Drawing on cross-cultural research, generally in European Countries threat is not used as a negotiation tool due to the egalitarian and linear structure of the society (Brett,

2012). Therefore, James Murdoch’s threat seems to be provocative than anything else. As

Adut (2005, 2008) points out provocation of transgressor does not really decrease the publicity and protest in regards to transgression. With his statements, James Murdoch seems to have created an image that showed him as a transgressor who challenges the public with threats to the Parliament (an entity that represents democracy and all values associated with it). Symbolically this appears to be a case of capital threatening democracy. This statement was strategically used by the media alliance to strengthen their allegations about the Murdoch enterprises and family having too much power in the

U.K.

Towards end of November the actors other than politicians joined the opposition against deal while the media alliance and allies kept pressuring the government to review the bid. On November 21st, the British Broadcasting Corporation (BBC) announced that it

256 had decided to file a separate submission from the one by the media alliance. Same day, the Campaign for Press and Broadcasting Freedom (CPBF) filed a submission saying the acquisition of the whole of BSkyB by News Corp would have "a considerable negative impact on media plurality", which would "become ever more pronounced and dramatic as

BSkyB's operations became integrated into the operations of News Corporation". (The

Sunday Telegraph, November 21, 2010)

Following BBC and the pressure group, the Church of England also announced its opposition to the News Corporation’s bid to take full control of satellite broadcaster

BSkyB, and filed a submission to Ofcom. The Bishop of Manchester, the Reverent Nigel

McCulloch, said if News Corp were to acquire the 61pc of BSkyB it did not already own, the media company would "dominate the television and newspaper landscape". He also warned that the integrity of Sky News could be compromised by "subtle editorial influence" if the deal went ahead and urged regulator Ofcom to block the bid by News

Corp (The Daily Telegraph, November 23, 2010).

Submissions made by CPBF and the Church of England, following BBC’s separate submission, protesting the deal reveals an increased momentum. BBC kept pressuring the government and reminding the audiences of concerns against the merger.

While BBC’s action reveals a process of frame-amplification to appeal to more audiences, involvement of CPBF and the Church of England submission reveals mobilization of multiple audiences. The opposition against the deal was no longer confined to elites of industry and politics; the deal became a wide-range scandal having mobilized even a religious institution. This statement of Church is an evidence of frame

257 bridging and transformation processes, as religion and business were combined in regards to framing of the deal. The Church did not have to use words with religious implication.

The image and authority of Church as a representative of religion transformed the deal a morality issue with the Church’s statement. The issues of morality raised before were verified with Church’s involvement. Each time the deal got associated with a moral issue, it became less likely that the bid would be perceived as a business transaction.

Although the media alliance was able to create a momentum in November, the year did not end well for the opposition movement. First on December 21st, the European

Commission (EC) cleared News Corp's £8bn bid for BSkyB. A few hours after EC announcement, Vince Cable “boasted” to two undercover reporters that he had "declared war on Mr. Murdoch", which “fatally undermined the business secretary's independence and made it impossible for him to rule on the Sky bid”. (The Guardian, December 22,

2010)

European Commission approval to the News Corp bid for BSkyB and Vince

Cable’s hapless remarks to undercover reporters were bad news for the media alliance.

Not only the News Corp deal got an international approval to go ahead, but also British media’s key ally in government put himself in a difficult position endangering his post to review the bid. Vince Cable’s statements recorded by undercover reporters caused a scandal involving Cable, leading to his dismissal. This scandal served the interests of

News Corporations. The media alliance considered Cable’s possible removal from office as a threat because Hunt, who was to replace Cable in case of dismissal, already

258

"admiration" for News Corp before. The Guardian revealed emotions, such as anger, while reporting on Vince scandal.

Following the scandal involving Cable’s statements on News Corporation, the media alliance’s nightmare became real. On December 22nd, Vince Cable was removed from duty of reviewing the bid for BSkyB due to being biased against News Corp.

Jeremy Hunt, who had revealed his approval for the deal before, was assigned the task

(The Guardian, December 23, 2010). Everyone seemed to know that this increased the chances of bid completion, such that analysts at Investec stated that the chances of a takeover increased from two-thirds to 90% mainly due to Cable's removal from office and approval for the bid from the European Commission (The Guardian, December 23,

2010). Investec also argued that any adverse opinion from Ofcom or the Competition

Commission would be appealed or litigated "into the ground", which was found to be a

“reasonable assumption” (The Guardian, December 23, 2010).

The events of December 22nd marked the defeat of all framing and mobilization efforts of the alliance. At this point News Corp seemed to have secured its power bases in the U.K. and got back its favorable position within the Government. Loss of Vince Cable meant that the media alliance had no ties left to the government; its only ally who could influence the progression of the bid was gone. Appointment of Hunt to review the deal seems to have almost secured the completion of the bid. Having lost the influence they had on the process, the media alliance lost their hope for government interference working for them. Now that the government was obviously not their side, they had to build a new strategy to stop the deal. Therefore, the evidence gives partial support by

259 showing that even the powerful actors used scandal and that their opposition and attempts to build “consequential scandal” (Adut, 2008: 18) increased once these actors realized that government interference was not working for them.

After successive defeats the media alliance suffered in a matter of two days, results of a poll funded by the media alliance showed that the alliance might still had a big chance in turning the tide against the News Corporation. The poll results showed that if Jeremy Hunt referred the takeover bid for BSkyB to the Competition Commission, he would have strong. ICM, a Creston Insight Company that does media research, disclosed that 63% of people they questioned believed there should be an independent investigation into the News Corp bid. Commissioned by several rival media groups to News

Corporation and BSkyB, it also found that 84% believed that no single organization should be allowed to control too much of the news media. The survey also found 44% opposed the News Corp bid, as against 5% who said they supported it. A spokesman for the alliance said that a clear majority of the public wanted a full and independent investigation into News Corporation’s bid for BSkyB (The Herald, December 28, 2010).

The media alliance seems to have started its new line of attack by increasing the pressure on the Coalition Government by showing the “public” opposition to the deal.

The poll results indicate the success of media alliance in mobilizing another set of audience. The audience of the scandal seems to be “progressively expanding” (Adut,

2008: 18). Having lost their key ally within the Government, such a success in mobilization was necessary in the alliance’s efforts to thwart the News Corporation proposal. As Adut (2008) argues the more powerful the transgressor, the more

260 verification the denouncers need to support their allegations against the transgressor. And through the poll, the alliance showed that they secured the support of an audience the politicians seems to care the most: the public.

2011 did not begin well for the media alliance. On January 6th, Jeremy Hunt’s

Office, the Department for Culture, Media and Sport (DCMS), announced that Ofcom's media plurality report into News Corp's proposed bid for BSkyB would not be published

(The Daily Telegraph, January 6, 2011). Lack of disclosure on the contents of the report seems to have strengthened the allegations about News Corp’s overwhelming influence on U.K. politics. This new allegation marks the new strategy of the media alliance:

Publicization of revelations and allegations that are more condemning in nature transforming the initial wrongdoing into a transgression that is not possible to ignore. The data reveals use of frame bridging and transformation at publicization of new allegations.

Every new allegation or revelation linked new values to the wrongdoing of the transgressor (News Corp), changing the nature of the offense for worse. The new allegation, lack of disclosure benefiting News Corp disadvantaging other parties,

“shamed” the Government, “an institutional entity” representing the power of the state, that “holds a high status in the eyes of public” (Adut, 2008: 22). The deal was associated with “corruption”: “a deal between the Government and News Corp [was] being done behind closed doors”. This way the deal was not only linked to “assault on democracy and voice” (initial allegation) but also corruption in government which decreased the credibility of Cameron government. The deal seems to slowly transform into a symbol of

261 excesses of capital, “crossing some reasonable boundaries” (The Guardian November 4,

2010) and corruption.

Even before the Jeremy Hunt’s office had the time to recover from the most recent allegations, the media alliance revealed new evidence making further allegations.

On January 13th, BBC revealed that Ofcom actually sent its report to Hunt end of

December, 2010. However, Hunt never disclosed even receiving the report

(http://www.bbc.co.uk/news/business-12183005). Supporting the allegations of National

Union of Journalists on January 6th, behind door meetings, The Guardian also reported that Mr. Hunt had been holding talks with BSkyB since receiving the Ofcom report. The evidence shows that the media alliance verified its allegations about the bid and News

Corp through new set of stronger allegations, which made News Corp’s wrongdoing even more transgressive. Additionally, the media alliance seems to have increased its attacks on impartiality of Jeremy Hunt and credibility of the incumbent government. Increase in attacks on government supports Adut’s (2005, 2008) arguments on how contaminating scandal can be for actors who are associated with the transgressor. Such that on January

13, the business editor of BBC argued that “the perception of bias either for or against

News Corporation taints the judicial impartiality that the relevant secretary of state is supposed to show” (http://www.bbc.co.uk/news/business-12183005).

Another allegation, this time tainting the Prime Minister, appeared on The

Guardian a week after revelations condemning Jeremy Hunt. On January 20th, The

Guardian disclosed that David Cameron, the Prime Minister, was a guest of Rebekah

Brooks, the chief executive of News International, days after he replaced Jeremy Hunt

262 with Vince Cable (The Guardian, January 20, 2011). Ivan Lewis, the shadow culture secretary, was the first to react aggressively describing Cameron's decision to meet

Brooks as "extraordinary". Lewis argued that Cameron might be in breach of his own ministerial code, which required openness and transparency. The publicization of the meeting was accompanied with the growing concerns among senior Conservatives about the position of Andy Coulson, Cameron's communications director. Coulson, as the editor of News of the World (a popular News Corporation paper published in the U.K.), was associated with the phone hacking scandal in 2007. Although he resigned shortly after the jailing of the paper's former royal editor, the allegations against him started getting vocal again (The Guardian, January 20, 2011).

The meeting with Brooks and allegations on Coulson put more pressure on

Conservatives, as these were wrongdoings that strengthened the allegations on

Conservatives’ lack of impartiality in assessing the deal. Through allegations, The

Guardian, leading the media alliance, and Ivan Lewis, part of official opposition, openly questioned and criticized the moves and motives of the Conservatives in power. The evidence reveals that with every additional scandal, the media alliance and its allies in the

Parliament aimed to damage the credibility of the incumbent Government. As Adut argues a politician’s immunity from a scandal has a lot to do with “credibility” (2008:

81). These attacks damaging the credibility of the PM and Jeremy Hunt seems to have progressively decreased the immunity of the PM and his cabinet from the public condemnations. The allegations against the PM and the conservative side of the coalition got progressively harsher and more aggressive. The data also supported Adut (2008) by

263 showing that the harshness of the media attack against politicians was a function of the politicians’ vulnerability (2008: 80). Vulnerability, as Adut defines (2008: 81) refers to the lack of protections against the moral attacks. In this case, the increasing vulnerability of Cameron leadership allowed public condemnations and lowered the evidence threshold necessary for them to be successful.

A small wave of scandal started becoming a tsunami threatening the

Conservatives in the Coalition. Another allegation came 10 days later, this time Daily

Mail (part of media alliance) announced that Jeremy Hunt allowed News Corp more time to make its case before he called in the Competition Commission. The alliance press and the opposition in the Parliament called Hunt’s move as “unprecedented” and implied an unfair special treatment to News Corp, which could silence the voice of actors opposing the deal (Daily Mail, January 26, 2011). The statements and increasing allegations of the media alliance and the opposition in the Parliament shows a frame amplification process, the actors opposing the deal became aggressive in showing the biasedness of Hunt, which emphasizes the questionable nature of the review process.

Accompanying the allegations regarding Hunt’s decision to give News Corp more time, The Guardian announced reopening of the phone hacking case (The Guardian,

January 26, 2011). Reopening of the phone hacking scandal broadened the reach of the scandal surrounding News Corp. Now the wrongdoing of News Corp was no longer confined to a transgression that threatened the values associated with democracy. News

Corp was now associated with, through an association with the wrongdoings of News of the World, a crime that brought its business ethics into question. This allowed media

264 alliance and the political opponents to elevate the morality related claims against the deal.

As Adut (2008) argues as well, the actors denouncing the wrongdoings tend to strategically use issues involving morality within their allegations to broaden the reach of the scandal and gain leverage against the relatively stronger transgressor.

Supporting the media alliance’s attack on News Corp, an all-party committee started working on the phone hacking scandal (The Guardian, January 26, 2011). After 4 years MPs seems to have realized that it had been taking too long, which seems to be too much of a coincidence. An organization of MPs in questioning the phone hacking scandal appears to be an attempt to weaken the credibility, thus increasing the vulnerability, of

News Corp within the Parliament, as well. The media alliance seems to have worked on denting the credibility of News Corp within their reader base, while the MPs opposing the deal seems to have worked on weakening the leverage of News Corp within the

Parliament, hurting the Cameron government.

Despite of opposition of media alliance, its elite allies in the Parliament and the increasing public reaction, on March 3rd Jeremy Hunt “gave green light to” News Corp’s

BSkyB takeover bid, upon News Corp’s promise to turn Sky News TV channel into a new independent company for at least 10 years (Daily Record, March 4, 2011). Such a denial of opposition seems to have provoked the alliance and the politicians to increase their attacks. These actors supporting each other, amplified their arguments by calling the bid review process a “white-wash”, accusing Hunt for putting personal and party interests ahead of those of the public and reasserting their opposition to the deal (Daily Record,

March 4, 2011).

265

Upon Hunt’s approval, The Guardian publicized the private negotiations between

Hunt and News Corp, which verified the prior allegations on behind door meetings between the "Murdoch media" and the incumbent government. Additionally, The

Guardian labeled the process as a façade, in which decisions already made were announced publicly just for the sake of formality (The Guardian, March 4, 2011). The media alliance highlighted Murdoch's political network in the U.K. and indicated this might be influencing the course of bid. After all, it was quite probable that Cameron might be seeking to establish the same relationship that Tony Blair had with "the

Murdoch press" (The Evening Standard, March 3, 2011). Joining the media alliance, Ivan

Lewis right away publicized another wrongdoing of Jeremy Hunt: his appointment of

Lord Patten, a former chairman of the Conservative party, as the next chairman of the

BBC Trust.

The data reveals that the approval created a provocation in the U.K., which brought another set of allegations on top of ones that were recently publicized. Realizing the progress News Corp seems to have made, the aggressiveness of media alliance and its allies increased. This heightened level of aggressiveness shows the increasing level of hostility within the media alliance and their allies. The same day Scotland Yard announced the start of an official inquiry to the phone hacking scandal, as well (The

Guardian, March 4, 2011). Having failed to convince Hunt and the cabinet to oppose the deal, the media alliance and labor seems to have increased their mentioning of the phone hacking scandal as well.

266

Almost a year after announcement of the deal, on May 19th having received around 40,000 responses indicating the widespread concern over the possible impact of the deal, Jeremy Hunt acknowledged that the process was taking longer than expected

(The Independent, May 20, 2011). Large number of responses to Jeremy Hunt’s consultation process again showed the strength of the audiences, other than media alliance and politicians, opposing the deal. Such a significant opposition from other audiences reveals the success of the media alliance and the politicians in gathering the support of other actors in their opposition to the deal, which indicates success in mobilization of multiple audiences.

Despite of petition and increased opposition to the deal, News Corporation continued its slow progress towards deal completion. On June 22nd Ofcom submitted a report that showed the agreement between the media regulator and New Corp on issues that would allow the bid to proceed (The Independent, June 23, 2011). Afterwards, on

July 1st, Jeremy Hunt gave the provisional go-ahead for the deal, subject to a final seven- day consultation over plans to spin off Sky News as a separately listed company (The

Guardian, July 7, 2011)

However, this progress was interrupted with The Guardian’s report on phone hacking scandal on July 4th. The Guardian had been working on the Dowler case for a while, even before News Corp announced its bid for BSkyB. In 2009, The Guardian revealed that News International (News Corporation U.K. entity) newspapers had paid out more than £1m to settle legal cases might show journalists' repeated involvement in the use of “criminal methods”. (The Guardianhttp://www.theguardian.com/, July 8,

267

2009). Despite of The Guardian’s investigative journalism reports, the Metropolitan

Police and Scotland Yard closed the case (The Guardian, July 4, 2011).

On July 4th 2011, The Guardian started publishing new series of evidence revealing the regular and wide spread use of “criminal activities” at News of the World

(NOTW). These news stories highlighted that “criminal practices”, such as bribery to police to get information and to suppress evidence and use of private detectives, were commonplace and encouraged within the News of the World (The Guardian, July 4,

2011). Unlike the allegations in 2009, the ones published throughout July proved to have far-reaching effects. Petitions, protests and public displays of hostility made a political support to News Corp even more problematic. The evidence shows that successive revelations of wrongdoing that took off with the announcement of the bid for BSkyB weakened the political support for the “Murdoch Empire”, thus making the corporation more vulnerable to attacks. In a year what started out as a matter of voice plurality has turned into a matter of ethics, morality and righteousness.

Soon after The Guardian reports on phone hacking and News Corp, on July 6th

MPs vented off their anger against the Conservatives in Cabinet and the News

Corporation leading to ”uproar” in the Parliament (The Daily Telegraph, July 7, 2011).

Leading the emotion-laden opposition was Edward Miliband, Labor Party Leader.

Miliband “demanded” that News Corporation's proposed bid for BSkyB be referred to the

Competition Commission (The Daily Telegraph, July 7, 2011). The uproar and anger against the News Corporation indicated the loss of privileges the Murdoch family

“enjoyed so far” (The Daily Telegraph, July 7, 2011).

268

The fury against News Corp and its U.K. subsidiary reached its peak when Tom

Watson, a former Labour minister, accused News International of entering the "criminal underworld" by "paying people to interfere with police officers and were doing so on behalf of known criminals" (The Guardian, July 7, 2011). Labor Party was not alone in its opposition; Liberal Democrats joined the Labor, highlighting the growing divide between the Coalition partners. Simon Hughes, the Liberal Democrat deputy leader, urged Ofcom to exercise its right to assess whether the directors of News Corp were "fit and proper" to take full control of BSkyB (The Guardian, July 7, 2011). There were signs of conflict within the Conservatives as well. Such that, Nicholas Soames, the former

Conservative defense minister, called for a pause in the BSkyB bid on the grounds of

"serious criminality on the part of some people at News International"(The Guardian,

July 7, 2011). Increasing opposition in the Parliament seems to have led to a breakdown of Conservative support to Cameron leadership, putting pressure on Cameron and the

Cabinet. The evidence shows that expansion of political elite alliance within parliament increased instances of hostile reaction.

The elites of U.K. business world, i.e. Procter & Gamble, plus O2, Vauxhall,

Butlins and Virgin Holidays, distanced themselves from the News of the World and the scandal by pulling ads from News of the World. The Press Complaints Commission supported the claims of the Guardian, phone hacking was not an isolated incident, by saying that it "no longer stands by" a 2009 report which it concluded there was no evidence that phone hacking was carried out on a regular basis in NOTW. Same day, the investment community showed signs of becoming more critical about the deal. Robert

269

Talbut, chief investment officer of Royal London Asset Management, stated that the issues involved in News Corp’s bid for BSkyB went “beyond a simple financial transaction” (The Guardian, July 7, 2011).

The news coverage shows that most of the MPs agreed on a criminal inquiry on

News Corporation’s activities in the U.K., focusing on News International. Not only issues of morality were successfully related to the deal, but also News Corporation was successfully transformed into a “criminal”. After continuous efforts of frame bridging, transformation and amplification, finally frame transformation was completed. The news coverage, YouTube videos on Parliament sessions and street protests reveal that there was no question left in anyone’s mind about the criminality of News Corp and the subsidiary in the U.K. The opposition persisted on a criminal inquiry accompanied with a delay of the News Corp bid for BSkyB. However, the green light signaled by Hunt and

Ofcom put the Cabinet in a difficult position. As a minister of the cabinet already gave support to the deal, the cabinet cannot oppose it without a reasonable justification. There were still procedures and processes that the government and the minister had to follow to be able to reject the deal. A referral to Competition Commission did not look likely as

Ofcom and News Corp had already cleared the issues through negotiations. Hunt even gave the signals of an approval. Therefore, Cameron responded the demands of Labor by saying that the government had followed legal processes “to the letter” in making its decision. Added that media plurality - the basis for the decision - was separate to ethics at

News International. Cameron pointed out that it was a matter for Ofcom to decide who is a “fit and proper person” to run a media organization (www.broadcastnow.co.uk, July 6,

270

2011). At this point, the most feasible option seemed to be an Ofcom intervention on grounds of "fit and proper test" to News Corp to see whether the organization is fit to operate in the UK (The Daily Telegraph, July 7, 2011)

However, opposition and the media alliance did not have that kind of patience considering the “criminality” of actions committed by the News International. The continuous episodes of attack and counter-attack in the Parliament revealed a power struggle among the political parties. The Liberal Democrats had the chance of being the dominant one within the Coalition, while the Labor had the chance of increasing its pressure on the Coalition by weakening its credibility and reliability.

A day after the “uproar” in the House of Representatives, the House of Lords voiced its discontent with the deal as well. Lady Royall, shadow leader of the house, called for a delay in the review of News Corp bid for BSkyB considering " the loss of public and commercial confidence in News International" (The Guardian, July 8, 2011).

Increasing pressure on the News International and News Corp led James Murdoch to close down NOTW. The pressures on News International to dismiss Rebekah Brooks, chief executive of News International, increased upon announcement of closure of

NOTW. The media alliance led by The Guardian kept on disclosing more NOTW wrongdoing (The Guardian, July 7, 2011).

Ongoing publicization of wrongdoing despite of termination of the transgressor shows the contagion effect of scandal and its effect on not only the parent (News

International based in the U.K.) but also ultimate parent organization (News Corp based in the U.S.). The evidence shows that the momentum created by a heated up emotion

271 laden scandal might not stop right away even when the transgressor is no longer present.

In this case, this continuing attack seems to be due to the fact that it is News Corp that threatened the local actors, it was never just about NOTW. Closure of NOTW revealed the vulnerability of News International and New Corp in the U.K. and the success of the media alliance in mobilization of multiple audiences in its opposition to the bid for

BSkyB.

The hostile reaction against the deal involving multiple audiences kept growing forming a pressure on Jeremy Hunt, the culture secretary. Hunt received 156,000 responses, including 154,000 through the New York-based Avaaz campaign group. His department also received a paper petition with 100,000 signatures directly opposing the takeover (The Times, July 9, 2011).

Uproar in the parliament became routine and regular at every session discussing the deal. This political hostility accompanied with the "public uproar" started to threaten the incumbent government (The Observer, July 10, 2011). Edward Miliband, Labor

Leader, seemed to use this opportunity to mobilize all the MPs across the parties against the Conservative leadership in the Cabinet. On July 10th Miliband appeared on the BBC's

Andrew Marr Show announcing his plan to push for support across all the major parties

(The Observer, July 10, 2011). Miliband’s opposition leadership gained significant leverage in the Parliament thanks to the way the News Corporation bid proposal evolved.

To make the matters worse for the Conservatives in the cabinet, Andy Coulson, the communications director of Cameron, was arrested on July 8th (The Guardian, July 8,

2011). This revelation became another verification of the prior allegations made against

272 the Cameron Cabinet and News Corporation relationship. Liberal Democrats appeared to have become even more aggressive in their attacks pressuring their partner in Coalition to act against the deal. Increasing aggressiveness of the Liberal Democrats reveals their attempts of distancing themselves from the Conservatives in the Coalition and their wrongdoings.

The media alliance and its politician allies started voicing allegations and revelations supporting the allegations at an hourly speed (The Guardian, July 13, 2011).

The Cabinet started responding by hour, which often times meant conflicting statements.

For example on July 11th the incumbent government made an official statement at 11 am stating that it was not for prime minister to have an opinion on bid because government had a "quasi-judicial" role. However, at 4 pm David Cameron, the PM, came out angry and said that News International had to sort out "mess" before pressing ahead with bid.

With Prime Minister joining the opposition, News Corporation seemed to lose its strongest ally in the Cabinet. Following, News Corporation disclosed that it was withdrawing its proposals regarding BSkyB's independence. Finally, at 4.16pm James

Hunt did what the opposition had been asking for about a year, referred bid to

Competition Commission (CC) (The Guardian, July 13, 2011). Once Hunt referred the bid to CC, Jeremy Hunt praised Tom Watson "for his tenacious campaign", which involved accusation of News Corporation for "institutional criminality" (The Times, July

12, 2011). All usual uproar in the Parliament got even more heated after Cameron and

Hunt officially joined the opposition. MPs from all parties “vented anger at Mr.

273

Murdoch” and called Mr. Murdoch to do “the decent” thing and withdraw the bid (The

Times, July 12, 2011).

The shift in the Cabinet’s position highlights how scandal can allow for shift in power bases. Before the phone hacking scandal, Jeremy Hunt was more comfortable at endorsing the deal and was better at resisting the opposition. However continuous allegations and revelations feeding the scandal and supporting the mobilization attempts made the actors supporting the bid vulnerable to further attacks. Even a supportive government can turn against the deal to distance itself from the further damage. Scandal can be contaminating not only for the condemned actors, but also for actors associated with them (Adut, 2005). This intense attempt of the cabinet members to disassociate oneself with News Corp shows how contaminating a scandal surrounding an MNC can be for a government supporting the deal.

A day after referral of the deal to CC, July 12th, the Cabinet and the PM stated that they would support the Labour motion calling on Murdoch to drop BSkyB bid (The

Guardian, July 13, 2011). After a long period of public and parliament attacks to

Conservatives in Cabinet, Labor leadership in the Parliament was unquestionable. Such that Labor got to lead the debates and name the agenda for the parliament. The Liberal

Democrats joined the Labor rather sticking with the Conservatives. Labor got strong enough to lead the Parliament and left Cameron "looking flat-footed" (The Guardian,

July 13, 2011). Being unprepared and having gotten weak enough not to be able to endorse or resist any more demands, Cameron ended up making further concessions quite hastily, which actually went against his prior statements and stance regarding the bid.

274

With his support to Labor Party opposition, the PM looked self-contradicting and pushed to corner.

The cabinet members were overall angry about the way Labor got to shape the agenda. In an effort to take back the control of the Parliament, the Cabinet and the PM united in their call for an inquiry panel, which also supported a Labor proposal (The

Guardian, July 13, 2011). Cameron started acting proactive in setting rules and regulations regarding to communication between ministers and other entities, actors in an attempt to distance the Cabinet from the scandal surrounding News Corporation.

On July 13th before the House of Commons voted on a motion to disapprove the deal, News Corporation withdrew its bid for BSkyB. However, this still did not stop

David Cameron from appointing Lord Justice Leveson as head of the public inquiry into media standards. Announcing the public inquiry and Justice Leveson’s leadership, the prime minister highlighted the necessity for an inquiry by emphasizing the “massive firestorm of allegations”, which had gotten “worse and worse” within the last couple of months. (The Guardian, July 14, 2011).

The withdrawal of the bid was not enough to close the case and opposition against the News Corp. The public inquiry started threatening its operations not only in the U.K.

(The Guardian, July 14, 2011) but also in the U.S. as well (The Independent, July 14,

2011). The scandal surrounding News Corporation in the U.K. alarmed the politicians in the U.S. as well. Several senators called for a high-level investigation into the company's alleged activities in Britain. For example, Democratic Senator Frank Lautenberg wrote to the US Attorney General Eric Holder and requested Department of Justice and Securities

275 and Exchanges Commission examination “whether US laws have been violated”.

Bancroft family, who sold Wall Street Journal to News Corporation in 2008, also expressed concern on allegations against the News Corporation, and added that they would have held out if they had known about allegations before (The Independent, July

14, 2011).

The media alliance seems to report the withdrawal of the deal with schadenfreude and humiliation putting emphasis on how much “the Murdoch Empire” due to successive scandals. The withdrawal of the bid and the public inquiry indicated that the News

Corporations lost the privileges it had enjoyed in the U.K., the corporation was no longer safe from public scrutiny and accusations. Such that, Rupert Murdoch was reported to consider disposal of other U.K. newspapers in order to avoid further damage to News

International brand and assets. The evidence reveals the extent of contagion once a scandal begins. Once a scandal engulfs an organization, it does not stay isolated to one operation, even operations that are not even remotely related to the scandalous subsidiary can become tainted forming a challenge for the corporation overall.

As Adut (2005) says scandal is contaminating. The data shows that scandal is contaminating not only for host country actors but also for the corporation that is target of the allegations. Adut argues that contamination gets worse when the scandal shows a lack of control within the transgressor’s group, which is perceived to be tightly linked (2008:

28). Both the politicians supporting the bid and the News Corporation executives tried to separate News Corp from the activities of News International in the U.K. The closing down of NOTW was the last attempt to distance News Corporation from NOTW and its

276

U.K. parent. However, as the media alliance and their politician allies “personified the wrongdoing” (2008: 31) in Rupert Murdoch, there was a tight association among the

Murdoch entities forming the News Corporation.

The scandal surrounding News Corp was “truly long lasting” (2008: 12).

Allegations against the corporation grew before they ended; the original publicization on

June 14, 2010 gave way to further revelations that were more condemning. Accordingly,

News Corp’s withdrawal was able to calm neither the Parliament nor the BSkyB investors. BSkyB investors, who have been silent about their dissent about the way the deal turned out, became vocal after incompletion of the bid and called James Murdoch to quit his post as a board member (The Daily Telegraph, July 14, 2011). Although decreasing in aggressiveness, the tumult in Parliament and media alliance’s coverage on

New International and News Corp continued well into 2012, until Judge Leveson completed the inquiry on wrongdoings committed by media and politicians.

Timeline:

January 2006: Rupert Murdoch has lunch with David Cameron and George Osborne.

May 2007: Andy Coulson becomes David Cameron's spin-doctor.

February 2009: James Murdoch hires PR man Frédéric Michel to lobby for BSkyB bid.

July 2009: First details of News of the World's cover-up of phone-hacking.

Scotland Yard refuses to re-open hacking inquiry after reviewing Guardian allegations.

John Yates, who has just taken over the inquiry, says: 'No additional evidence has come to light.'

277

December 2009: News International CEO Rebekah Brooks hosts Christmas dinner, with the Camerons, the Osbornes and the Murdochs.

February 2010: Shadow Culture Secretary Jeremy Hunt discusses Sky's commercial interests with James Murdoch.

May 2010: The Conservatives form a coalition government; Cameron Cabinet starts its first term.

14 June 2010: Rupert Murdoch's News Corporation makes a bid of 675p per share in cash to take control of the 61% in BSkyB the company does not already own.

BSkyB's independent directors reject the deal.

News Corporation investors back BSkyB bid (Financial Timeshttp://www.ft.com/, June

16, 2010)

There are early indications that the UK government would not put up barriers to any deal.

(Financial Times, June 16, 2010)

Financial Advisory firms support the bid (Financial Times, June 16, 2010).

11 October 2010: The alliance among media companies is formed, which is joined by

BBC, BT and Channel 4 (The Guardian, October 11, 2010)

Alliance of media companies opposed to News Corp-BSkyB merger send a petition to

Vince Cable (Liberal), business secretary

5 November 2010: Vince Cable refers the BSkyB bid to Ofcom

12 November 2010: Metropolitan police provides Crown Prosecution Service (CPS) relating to new material in connection with phone hacking at the News of the World

278

10 December 2010: Yard says investigation will 'remain closed' after CPS says Andy

Coulson will not face prosecution over phone-hacking allegations.

21 December 2010: Vince Cable, Business Secretary, is removed from bid decision.

Jeremy Hunt, Culture Secretary, replaces Cable.

European Commission clears merger on competition grounds.

23 December 2010: The families of David Cameron and James Murdoch attend

Christmas dinner at Rebekah Brooks.

31 December 2010: Ofcom tells Jeremy Hunt that the bid might have to go to the

Competition Commission.

6 January 2011: James Murdoch meets Hunt and officials at the DCMS.

14 January 2011: CPS conducts 'a comprehensive assessment of all material in possession of the Met Police relating to phone hacking, following developments in the civil courts'.

21 January 2011: Andy Coulson, David Cameron’s director of communications, resigns from his post.

26 January 2011: Metropolitan Police officially reopens NOTW phone-hacking inquiry.

9 February 2011: Ofcom demands safeguards from News Corp.

3 March 2011: Hunt announces green light for revised deal, subject to competition concerns.

Scotland Yard launches a fresh inquiry - Operation Weeting - into the phone-hacking controversy

279

11 May 2011: Cameron rejects call from former Labour minister Tom Watson for a judicial inquiry.

June 2011: Hunt sanctions the bid, subject to consultation

July 1 2011: Jeremy Hunt gives the provisional go-ahead for the deal, subject to a final seven-day consultation over plans to spin off Sky News as a separately listed company

4 July 2011: The Guardian reveals NOTW hacked Milly Dowler's phone.

6 July 2011:”Uproar” in the Parliament brakes out.

Tom Watson, a former Labour minister, accuses News International of entering the

"criminal underworld".

David Cameron states that he will set up an inquiry into phone-hacking, but no judge is necessary.

David Cameron rejects call by Ed Miliband to refer the News Corp bid to take full control of BSkyB to the Competition Commission on the grounds that Jeremy Hunt is following the correct procedures.

7 July 2011: James Murdoch announces closure of NOTW.

8 July 2011: Andy Coulson arrests over phone-hacking allegations.

Cameron says that a judge needs to be in charge of one of the inquiries.

Cameron says that he would have accepted Brook’s resignation if he was her boss.

July 9 2011: Jeremy Hunt is reported to receive 156,000 responses, including 154,000 through the New York-based Avaaz campaign group. His department also receives a paper petition with 100,000 signatures directly opposing the takeover.

11 July 2011:

280

11am: The Cabinet and the PM states that it is not right for prime minister to have an opinion on bid because government has a "quasi-judicial" role.

4pm: David Cameron says that News International has to sort out "mess" before pressing ahead with bid.

4.16pm: Hunt refers bid to Competition Commission.

12 July 2011:

3.45pm: The Cabinet and the PM states that government will support Labor motion calling on Murdoch to drop BSkyB bid.

July 13, 2011: David Cameron announces that a judge will oversee phone hacking inquiry and panel on media regulation.

David Cameron announces Lord Justice Leveson as head of inquiry into media standards

July 13 2011: News Corp withdraws its bid for BSkyB.

1 September 2011: Leveson inquiry starts hearing evidence.

November 14 2011: Leveson public hearings begins.

26 April 2012: James Murdoch gives evidence; emails reveal extent of his contact with

Hunt's office during the bid process.

27 April 2012: Adam Smith, Hunt's adviser, resigns over relationship with News Corp;

Jeremy Hunt tells Parliament that he does not act improperly.

28 April 2012: Leveson rejects Hunt's request to give evidence early.

The Cabinet rules out an inquiry over alleged breach of ministerial code.

China National Offshore Oil Corporation (CNOOC) bid for Union Oil

Company of California (Unocal)

281

Process Progression:

On June 22 CNOOC unveiled $18.5-billion, or $67 a share, all-cash offer for

Unocal. When the bid was announced, Chevron already had a bid outstanding for Unocal.

To make the matter even more complicated, this bid was endorsement of Unocal board.

At the beginning, CNOOC seems to have assumed that a higher bid could beat Chevron in the race for Unocal. The media reported the CNOOC bid as superior compared to the one of Chevron, as it "topped the bid" of ChevronTexaco. Not only the CNOOC deal made sense and signaled synergies but also it was superior to the bid of Chevron (The

Deal, June 23, 2005).

This is a strong case of pre-announcement lobbying (The Washington Post, July

26, 2005). Chevron worked hard the week before the deal was announced to get representatives on its side and oppose the deal. Politicization of the bid was carried out by first the Chevron Lobbyists and then the representatives that they appealed to. (The

Washington Post, July 26, 2005) A Cnooc lobbyist said Chevron has played on some lawmakers' national security and trade fears, others' long-standing human rights concerns and others' longtime friendliness to the oil industry. (The Washington Post, July 16,

2005). The lobbyists linked the transaction to national security, economic security, human rights and friendships cultivated between politicians and the oil industry.

Depending on the audience the deal became a wrongdoing that threatened national security, human rights or economic security of the country. First Chevron approaches to a negatively charged audience, makes its case, frames the deal in such a way that it looks more beneficial to "thwart the deal".

282

The Chevron lobbyists secured allies in the Congress before the CNOOC bid for

Unocal was announced. Such that a week before the announcement of the merger proposal, U.S. House Resources Committee chairman Richard Pombo, R-Calif., and

Armed Services Committee chairman Duncan Hunter, R-Calif., wrote to President Bush, expressing concerns over the potential bid (The Deal, June 23, 2005).

Right after the announcement of CNOOC bid, on June 23rd, U.S. House

Resources Committee chairman Richard Pombo (R-Calif.) and Armed Services

Committee chairman Duncan Hunter (R-Calif) opposed the deal calling for a review of the bid (The Deal, June 23, 2005). In a short span of time, the opposition within the U.S.

Congress starts picking up thanks to efforts of Representative Pombo and Representative

Hunter. Supporting the opposition of Representatives Pombo and Hunter to the deal,

Senator Ron Wyden (D-Ore.) told Treasury Secretary John W. Snow that if Snow and

CFIUS did not review the CNOOC bid for Unocal, the Defense Production Act was meaningless. And he added “I don't think being a free trader is synonymous with being a sucker and a patsy (The Washington Post, June 24, 2005)”. The Washington Post reported the opposition within the Congress with a headline stating, "China's oil bid riles

Congress" (The Washington Post, June 24, 2005), which associates the state with the commercial entity, solidifying the framing communicated by the politicians against the bid.

CNOOC Chairman and CEO Chengyu Fu tried to refute the arguments of representatives and insisted that there is nothing against the national interests of the

American people. He went further to propose divesture of the U.S. assets (if they are

283 found to be a threat) and no changes in operations or workforce employed in the U.S. (if the bid succeeded) (The Deal, June 23, 2005). The industry and financial experts supporting the bid also pointed out that a) most of the Unocal assets are outside country, only 1% is in the U.S., and b) CNOOC does not aim to change neither operations nor the workforce of Unocal. Therefore, the bid cannot be considered as a threat (The

Washington Post, June 24, 2005). However, none of these bought the opposition to a halt.

The politicians against the bid emphasized the state ownership of CNOOC and

"demanded President" to interfere and open an investigation on the deal (The Washington

Post, June 24, 2005). The deal was framed as a threat to state’s sovereignty. The financial analysts working on the deal starting discussing the role of Chevron in political turmoil taking place in Washington (The Washington Post, June 24, 2005). Media and quoted analysts seem to be aware of lobbying or lobbying potential of Chevron (The Deal, June

24, 2005). Such that, Jeb Armstrong of Argus Research was quoted saying "…I think

[Chevron’s] first alternative will be to let the government run interference for them (The

Washington Post, June 24, 2005).” Some of the media, such as money.cnn.com, started putting emphasis on existing trade conflict between the U.S. and China and the fact that

CNOOC is not only state-owned but also state-run (CNN, June 24, 2005). This show the rising opposition within the congress, in a way open hostile reaction to the CNOOC bid.

Then we can state the hostile reaction goes hand-in-hand with co-opting of allies within the scandal process.

On June 27 two key members of the U.S. House of Representatives (Texas

Republicans Joe Barton and Ralph Hall) urged President Bush to block CNOOC's bid.

284

On the same day, CNOOC was reported to have hired “a phalanx of advisors” (The Deal,

June 27, 2005) facing the animosity in the Congress. On June 28, Joe Barton (Chairman of the House Energy and Commerce Committee) and Ralph Hall (Chairman of the subcommittee on energy and air quality) sent a letter addressed to the President Bush and the national-security officials stating that "This sale would be a mistake under almost any circumstance, but it would be especially egregious at a time when energy markets are so tight and the U.S. is becoming even more dependent on foreign sources of energy (The

Deal, June 29, 2005)”. The continuous requests of opposition for a review led CNOOC to request the Bush administration refer its proposal quickly to the Treasury Department’s

Committee on Foreign Investment, which reviews deals for national security implications on June 29th (WebProNews, June 30, 2005).

This initiation of CNOOC was not enough to calm the waters in Washington, on

June 30th the House passed two measures aimed at blocking CNOOC's bid for Unocal.

By a vote of 333 to 92, the House passed an amendment to an appropriations bill that would bar the Treasury Department from spending any money to approve the CNOOC takeover (The Washington Post, July 1, 2005). The House also passed a nonbinding resolution calling on President Bush to request an immediate review of the deal.

Additionally, Representative Joe Barton (Chairman of the House Energy and Commerce

Committee and co-sponsor of the resolution) called for a hearing on the CNOOC bid

(foxnews.com, July 1, 2005), labeling CNOOC as "a front company for the Communist

Chinese government" (Inside Energy with Federal Lands, July 4, 2005). House Minority

Leader Nancy Pelosi (D-Calif.) joined the opposition alleging that the proposed purchase

285

"raises serious national security concerns for the United States" (WebProNews, June 30,

2005). The evidence shows that expansion of elite alliance accompanied with hostile reaction. Every day seems to have brought another attack on the deal; the congressmen show stronger reactions such as amendment to a bill or a measure aiming to block the bid.

Making the matters worse for CNOOC was the intervention of the Chinese government on July 4th, which led to an escalation of hostility against the bid. The

Washington Post announced Chinese intervention as “China Tells Congress To Back Off

Businesses (The Washington Post, July 5, 2005)”. In its written statement the Chinese

Foreign Ministry said, "We demand that the U.S. Congress correct its mistaken ways of politicizing economic and trade issues and stop interfering in the normal commercial exchanges between enterprises of the two countries (The Washington Post, July 5,

2005)”.

Sure enough on July 5th, the members of Congress from both political parties reacted with angry surprise to the Chinese government's “demand” (The Washington

Post, July 6, 2005).

Representative Carolyn Cheeks Kilpatrick (D-Mich.), author of a House amendment approved 333 to 92, asked in frustration "How are they going to demand anything of us, elected members of the Congress, the highest branch of the government?

We're a democracy. We're not communists."

The data reveals that lack of President and administration willingness to intervene the deal leads to attacks to the President and the incumbent government. Bush was first

286 accused about being “complacent in the face of threat”. When the government refused to intervene despite of Congressional opposition, then the attacks against the President seems to have started. On July 12, The Washington Post revealed that President Bush’s adviser, James C. Langdon Jr., had helped the law firm Akin Gump secure the lobbying job for CNOOC (The Washington Post, July 12, 2005). Upon this revelation, "China hawk" Representative Curt Weldon (R-Pa.) "vowed to question" Langdon at the House of armed services Committee meeting. Weldon also added that it was "unfortunately corporate dollars often (self-emphasis) purchase national security". This statement implied a more than usual breach of security from within the state, which indicated a wrongdoing committed by incumbent governments on a regular basis.

On July 13, the hearing of the House Armed Services Committee took place.

Three out of four witnesses testified against the bid arguing that the bid constituted a national security and trade risk. Chairman of House Armed Services Committee said that

"it would be a mistake" to allow CNOOC's bid to succeed (The New York Times, July 14,

2005). On the same day, Representative Frank R. Wolf (R-Va.), sent a letter to CNOOC's

Washington lobbyists, Akin Gump Strauss Hauer & Feld LLP, and questioned "the appropriateness of an American firm advising and being on the payroll of the Chinese government" (The Washington Post, July 14, 2005). The evidence reveals the pressure on supporters of the deal in the host country. The elites seem to have used their leverage in the host country to pressure the other elites supporting the deal. And to pressure supporters, the opponents mainly showed hostile reaction and amplified framing constructed against CNOOC.

287

When the fury in House did not seem to influence neither the President nor the

Chinese firm to act, this time the Senate acted. On July 15, the Senate revealed another act of hostility that pressured the Bush government and CNOOC. Senator Byron Dorgan

(D-North Dakota) introduced a bill blocking CNOOC acquisition of Unocal. Senator

Dorgan argued that it would be "foolish" to sell such a vital strategic asset, which was an asset important for U.S. economy and security, to a foreign government (The Deal, July

18, 2005). Backing Senator Dorgan, on July 20, the Senators voted unanimously to pass an amendment to the foreign operations appropriations bill that would prohibit such a transaction until 30 days after the secretary of state submits a report to Congress on the

“reciprocity practices” of the foreign country (The Deal, July 21, 2005). The senate agreed with Dogan that a CNOOC-Unocal merger would threaten U.S. energy supplies and national security (The Deal, July 21, 2005). On July 22nd, the Congress made its stance against the bid even more clearly by supporting the move of the Senate with approval of an energy bill which mandates that a CNOOC acquisition of Unocal undergo federal scrutiny that would delay a deal by at least 120 days (Los Angeles Times, August

3, 2005). The evidence shows that frame amplification and hostile reaction happened as the opposition within the Congress grew.

Finally seeing the impermissible political environment, on August 2, CNOOC drops its bid for Unocal bid “amid U.S. opposition” (Bloomberg.com). The politicians seemed to be happy with CNOOC’s decision. U.S. House Resources Committee chairman Richard Pombo (R-Calif.) was among the first to celebrate, stating: “It is the outcome that I had hoped for. If we hadn't put the amendment in the energy bill, they

288 might have succeeded (Bloomberg News, August 2, 2005)”. Senator Michael Schumer

(D-NY) linked the hostility in U.S. with China’s own wrongdoings: “The furor over

China treating American companies and workers unfairly up and down the line is real. If

China were open to American companies buying Chinese companies, I think CNOOC would have had a much easier time of it (NBCNews.com, August 2, 2005).”

Timeline:

2005

January 6: London's Financial Times reports CNOOC is moving to acquire Unocal. That same day, Chevron CEO David O'Reilly calls to offers a "strategic transaction" to

Williamson, who says Unocal is not soliciting a sale.

January 6: Unocal Corp.'s stock has its biggest one-day gain in six years on reports that

Chinese oil firm CNOOC Ltd. may make a bid for the company.

February 7: O'Reilly calls Williamson again, offering a "strategic" deal. Williamson says he's not seeking offers, but reveals takeover bids from others are "forthcoming" and invites Chevron to join.

February 8: Williamson briefs Unocal board on contacts.

February 9: Unocal tops $50/share, up 6% in a week.

February 10: Eni and Unocal sign confidentiality pact for serious talks.

February 14: Chevron signs confidentiality pact for "mutual due dilligence," but Unocal refuses to give Chevron exclusivity.

February 16: Unocal board meets for update, hires law firm Wachtell Lipton.

289

February 23: Chevron board okays O'Reilly to make offer of 0.94 shares for each Unocal share for a deal then worth $15.4-bil or about $57/share.

February 25: CNOOC tells Unocal it has "strong interest" in more detailed talks and signs confidentiality pact.

February 26: O'Reilly meets Williamson and delivers offer.

February 27: Unocal board rules Chevron's initial offer "not sufficiently attractive" to continue talks.

March 1: Williamson tells O'Reilly that the offer is inadequate and Unocal will" evaluate its options." O'Reilly stops work on the Unocal deal. Unocal tells CNOOC and Eni to have their bids in by Mar 7.

March 3: Unocal's stock rises 12% on speculation it may be bought by Chevron Corp.

March 7: Eni official gives oral hint of a cash offer in the "high s$50," but no firm bid.

CNOOC makes written bid of $59 to $62/share in cash, cites available financing.

March 8: Unocal board meets, decides both Eni and CNOOC are too low. Eni opts not to make a higher bid. CNOOC begins legal due diligence and face-to-face meetings.

March 14: US papers report bids for Unocal, name Chevron.

March 18: Eni offers to "explore a higher price" and starts legal due diligence Mar 21.

March 28: Williamson tells O'Reilly deadline for final offers is Mar 30.

March 29: Chevron delivers offer of 1.03 shares for each of Unocal's, a deal then worth

$16.2-bil or almost $60/share. CNOOC says that it won't make deadline and its offer could take "several weeks."

290

March 30: Eni makes "conditional" oral offer of $58/share. Unocal board rejects Eni bid, gives CNOOC a deadline of Apr 2 and tells Williamson to keep talking with Chevron and seeks a partial cash deal.

April 2: CNOOC tells Unocal that it is "not prepared" to make offer yet, but will consider

"future discussions." Chevron board okays cash-and-stock deal at $65/share.

April 4: Chevron offers to buy Unocal in a stock and cash deal valued at $16.4 billion, or about $62 a share.

June 7: CNOOC says it also may bid for Unocal.

June 10: The Federal Trade Commission approves proposed Chevron-Unocal deal after the companies agree to surrender Unocal's patents for making cleaner-burning gasoline.

June 22: CNOOC unveils $18.5-billion, or $67 a share, all-cash offer for Unocal.

The bid is all cash and reports to "top the bid" of ChevronTexaco.

June 23: U.S. House Resources Committee chairman Richard Pombo, R-Calif., and

Armed Services Committee chairman Duncan Hunter, R-Calif, oppose the deal calling for a review of the bid

June 24: "China's oil bid riles Congress" (The Washington Post, June 24, 2005)

Moody’s gives a negative evaluation of CNOOC: stating the bid’s potential negative impact on the company.

June 27: Two key members of the U.S. House of Representatives (Texas Republicans Joe

Barton and Ralph Hall) urge President Bush to block CNOOC's bid.

CNOOC hires “a phalanx of advisors”.

291

June 28: Chinese government says that political considerations shouldn't interfere with bidding for Unocal.

Unocal and CNOOC begin three days of meetings.

Joe Barton, chairman of the House Energy and Commerce Committee, and Ralph Hall, chairman of the subcommittee on energy and air quality, send a letter addressed to the president and other national-security officials, stating that the sale will be a mistake.

June 29: The Securities and Exchange Commission approves Chevron's offer, clearing the way for a vote by Unocal shareholders in early August.

CNOOC requests that the Bush administration refer its proposal quickly to the Treasury

Department’s Committee on Foreign Investment (CFIUS).

June 30: The House passes two measures aimed at blocking CNOOC's bid for Unocal.

The House also passes a nonbinding resolution calling on President Bush to request an immediate review of the deal.

House Energy and Commerce Committee Chairman Joe Barton, R-Texas, announces plans to hold a hearing on the offer.

July 4: China tells Congress to back off businesses.

July 5: Members of Congress from both political parties react with angry surprise at

Chinese governments’ statement.

July 12: The Washington Post reveals that President Bush’s adviser has helped the law firm Akin Gump to secure the lobbying job for CNOOC (The Washington Post, July 12,

2005)

292

"China hawk" Curt Weldon "vows to question" Langdon at the House of armed services

Committee meeting.

July 13: Hearing of the House Armed Services Committee takes place.

Three out of four witnesses testify against the bid.

July 14: Unocal Chief Executive Charles Williamson tells CNOOC CEO Fu Chengyu that the Unocal board is prepared to drop its support of Chevron's offer if CNOOC raises its bid.

July 15: Williamson informs Chevron CEO David J. O'Reilly that the Unocal board may rescind its approval of Chevron's offer.

Byron Dorgan, Sen (D-North Dakota), introduces a bill blocking CNOOC acquisition of

Unocal.

July 16: Fu tells Williamson that CNOOC will not increase its original offer.

July 19: Chevron raises its bid to $63 a share, or $17.2 billion. Unocal directors recommend that shareholders approve the new offer at the Aug. 10 meeting.

July 20: CNOOC says publicly it has no plans to increase its offer.

The board of Unocal Corp. accepts a sweetened takeover offer from Chevron Corp.

July 22: Congress OKs energy bill, which mandates that a CNOOC acquisition of Unocal undergo federal scrutiny that will delay a deal by at least 120 days.

July 25: Influential shareholder advisory firm backs Chevron's bid.

August 2: Cnooc drops $18.5 Bln Unocal bid amid U.S. Opposition (Bloomberg.com)

Dubai Aerospace acquisition bid for Auckland International Airport

293

Progression of Processes:

Starting beginning 2007, there were several suitors interested in Auckland

International Airport, including Canada Pension Plan investment board and Dubai

Aerospace Enterprise Ltd (DAE). Among them, DAE was the first out of the blocks, getting in touch with the airport in mid-May. Canada Pension Plan Investment Board11 which is stated to have started due diligence three to four weeks after DAE, followed

DAE in approaching Auckland Airport (The Dominion Post, July 28, 2007).

Just before the DAE bid was announced on July 23rd, one of the directors of the enterprise, Sultan Ahmed Bin Sulayem, met Trade Minister Phil Goff in Auckland. After that meeting Goff was reported as saying the NZ Government would not share US protectionist concerns as far as Dubai investment was concerned (The New Zealand

Herald, August 8, 2007). However, as the progression of the opposition shows this was not the case.

The evidence shows politicization of the deal as soon as it was announced. Within hours of DAE's announcement, NZ First, the Greens and Sir Barry Curtis, mayor of the airport's 10.05 per cent shareholder, Manukau City Council, all came out against it (The

Dominion Post, July 28, 2007). Auckland City Mayor Dick Hubbard pledged to work with Manukau City Council to make sure that the “issue” gets the attention of politicians and taxpayers (The New Zealand Herald, July 24, 2007). The major of Manukau, Sir

Barry Curtis, and his political allies initiated the scandal by publicizing DAE bid for

11 . On April 11, 2008 the attempt by the Canada Pension Plan investment board to buy a large stake in Auckland’s airport was blocked by two ministers in the New Zealand government. (http://www.ft.com/intl/cms/s/0/5e7137b2-076f-11dd-b41e-0000779fd2ac.html#axzz2pEuHwdPs)

294

Auckland Airport as a threat to national economy. A day after political opposition was revealed, on July 24th, public opposition emerged in forms of online comments (The New

Zealand Herald, July 24, 2007).

The very same day the press brings up negative implications the deal might have for Air New Zealand due to DAE’s connections to Air Emirates (The Press, July 24

2007), which is further emphasized by The Dominion Post on July 25 (The Dominion

Post, July 25, 2007). Finally on July 27th, Air New Zealand announced its opposition to the possible sale of Auckland International Airport to DAE: "It is Air New Zealand's strong view that the owner of Auckland International Airport should not be linked in any form to an airline, so that there is no possibility of preferential treatment of any kind that would disadvantage any other operators," chairman John Palmer said (The Dominion

Post; The Press, July 28, 2007). Although Air New Zealand seems to have been the threatened actor, the firm came out later in opposition to the bid proposal. The data shows an alliance between the political elites and the industry elite in politicizing the deal once the denouncers initiated the scandal.

News on threat to Air New Zealand and polls showing public opposition were followed by Trade Minister Phil Goff's remarks to a political rally on August 5th. The minister announced the Government’s opposition to the deal by stating that the

Government was “in line with 80% of the Auckland public”. An editorial published in

The Dominion Post on August 7 argued that the minister’s remarks reflected an attempt to tap into popular opposition by grabbing the airport issue with both hands (The

Dominion Post, August 7, 2007).

295

Amid increasing political, public and investor opposition in New Zealand, DAE started giving the signals of retreat on August 31st. The political opposition against the deal kept getting worse even after retreat signals. On September 2nd, main political groups indicated that they would vote against any proposal that would allow for sale of

Auckland Airport shares. Considering the worsening opposition in New Zealand, late on

September 3rd, Dubai Aerospace pulled out of New Zealand (The New Zealand Herald,

September 4, 2007).

Timeline:

June 23: Dubai Aerospace Enterprise makes $2.07 billion takeover bid for Auckland

International Airport seeking to acquire 51% to 60% stake

NZ First, the Greens and Sir Barry Curtis, mayor of the airport's 10.05 per cent shareholder, Manukau City Council, all come out against the bid.

July 24: In Parliament, NZ First leader Foreign Minister Winston Peters raises fresh concerns, saying the deal would mean "a foreign takeover of arguably our most important strategic asset (which) explicitly seeks to favour one particular foreign-owned airline" over Air New Zealand (The Dominion Post, July 25, 2007).

Only one of the eight mayoral candidates for Auckland and Manukau backs the billion dollar takeover proposal by a Dubai company of Auckland International Airport. All four mayoral candidates for Manukau say they will be extremely reluctant to sell the authority's shares if they go into office.

The readers of The New Zealand Herald criticized and opposed the deal through online comments.

296

July 27: Air New Zealand announces its opposition to the possible sale of Auckland

International Airport to DAE.

July 31: Green MP Sue Kedgley calls for the bid by Dubai Aerospace to be halted.

August 1: Green MP Sue Kedgley drafts a private members' bill, which will prevent foreign buyers getting a controlling interest in any businesses deemed "strategic national assets.

August 5: Trade Minister Phil Goff announces that the Government agreed with local opposition to the deal.

August 6: A Herald-DigiPoll survey of 400 Auckland City residents found 80.9 per cent against the Dubai bid and 13.9 per cent in favour (The New Zealand Herald, August 6,

2007).

August 16: New Zealand Superannuation Fund, related to New Zealand government, makes a purchase that could pressure DAE’s bid.

Infratil chief executive Lloyd Morrison indicates an alliance with the city councils.

August 17: New Zealand investors “band together against DAE bid” (The Dominion

Post, August 17, 2007)

August 31: The New Zealand Herald announces that based on a statement the Auckland

Airport issued to the stock exchange, DAE’s bid can be off.

DAE claims that the recent legal proceedings filed by Air New Zealand, seeking judicial review of Auckland Airport's new landing charges, constitute a "prescribed occurrence" under the mergers act. (The New Zealand Herald, August 31, 2007)

297

Singapore Stock Exchange (SGX) and Australian Stock Exchange (ASX)

Merger Proposal:

Process Progression:

On October 25, SGX announced its bid for ASX (The Australian, October 25,

2010). However even from the start the deal was reported “to face plenty of skeptics", which involved the governments of Australia and Singapore (The Australian, October 25,

2010). A day after announcement, October 26th, the opponents to deal started attacking the deal with "national interest" concerns. The opponents started questioning the benefit of handing over the ownership of the "Australian" stock exchange to another country

(Singapore government has 17% stake in SGX). Loss of "national control" and “national interest” were staple words of the opposition (Australian Financial Review, October 26,

2010).

Considering the fact that Gillard Government was a minority government relying on the support of the Greens and the Independents, opposing emerging on October 26th seems to have marked the difficulty of supporting the bid in the Parliament.

The Greens announced that they would not be supporting the deal and that the takeover was not in Australia's interests. Greens leader Bob Brown accused Singapore of being run by oligarchs, and stated that the Greens would pursue a review of democracy and free speech in Singapore before deciding whether to allow the deal. Queensland

Independent federal MP Bob Katter argued that the merger was “lunacy”, and added that he planned a parliamentary motion to oppose the deal. Mr. Katter also showed his

298 negative opinion on Singapore by saying that he did not wish "to live in a country of serfs working for foreign landlords” (Australian Financial Review, October 27, 2010).

The Coalition announced its opposition at two fronts: The Nationals (part of the

Coalition opposing the Gillard government) joined the opposition to the deal with

Barnaby Joyce stating that the transaction would “crater Australia's financial services industry”. The Liberals were not left behind; shadow treasurer Joe Hockey arguing that the bid was a move intended to acquire "our own stock exchange", which did not seem to be in Australia’s interest. (The Age, October 27, 2010).

Right after the announcement, some newspapers also seemed to adopt a negative attitude against the deal. The Courier Mail reported the SGX bid in a negative attitude and tone putting emphasis on board formation (SGX control), loss of Australian control on national stock exchange, indirect government holding in SGX (indirect control of national exchange implied), rationale not being plausible (stated by an expert, so has weight) (The Courier Mail, October 26, 2010). Another article published on Australian

Financial Review discussed an additional issue that might disadvantage AUS stock market: liquidity. The author argued that the foreign investors might choose to list their stocks in Singapore rather than ASX, which might divert business from Australia to

Singapore (Australian Financial Review, October 26, 2010)

On October 27, the opposition of Members of Parliament turned into a “political crossfire”. The West Australian reported that Liberals and Greens might join together to oppose the SGX bid for ASX (The West Australian, October 27, 2010).

299

The Coalition opposition picked up as well: The Nationals frontbencher (a

Member of Parliament in the shadow cabinet) Barnaby Joyce telegraphed his opposition.

Liberal Senator Bill Heffernan also launched “a savage attack “on the bid referring to the

Singaporeans as "that Chinko mob". He also emphasized “maintaining sovereignty” by stating "I think we ought to tread very carefully…There are some no-go zones, we need to maintain sovereignty." Senator argued that it was not in the national interest of

Australia to "take the heart and lungs away from the Australian financial system and send them to Singapore…To maintain our security, sovereignty and destiny there need to be some no-go zones” (The Age, October 28, 2010). At this point, the Gillard government tried to distance itself from the opposition. Treasurer Wayne Swan stated that the approval process was based on economic factors (national benefit) and not

"humanitarian" ones (The Age, October 28, 2010).

The data shows instances of faming, hence politicization, starting with publicization of bid as a threat to “national interest”. Therefore, for the SGX bid for ASX it is tough to separate politicization from scandal as a distinct process. Politicization keeps on going with publicization of wrongdoing. The wrongdoing for the SGX-ASX deal was framed as a firm from a country with bad human rights records bidding for a

"signature firm that used to promote Australia". Issues and concepts used in framing seem to broaden along the process as well. The broadening of the issues is related to increase in number of elite actors joining the opposition. Additionally, in this deal framing seems to put emphasis on the bidder’s country of origin (Singapore) and the success of the framing depends on association of SGX with the state. The data shows that

300 labeling of Singapore allowed the politicians to attack the SGX’s bid for ASX. Once

Singapore was associated with negative images and words, it was easier for the politicians to make claims about SGX. The resulting "political uproar" within parliament kept the MPs away from supporting the deal.

The newspaper articles on the deal mainly reported on political opposition against the deal. Except for some experts and business people, mainly the quoted professors, experts, and business people appeared to support the deal. Fierce political opposition did not seem to lead to same level of hostility in other audiences. This opposition to the deal, at least at the early stages, was mainly confined to politicians, failing to mobilize the experts, business world and the public. The institutional investors did not seem to be unified in their stance. Some supported the deal saying that it would help ASX in becoming a regional power hub, while others argued that the deal's benefits were not that obvious, therefore not worth the risk (Australian Financial Review, October 27, 2010). I believe that such a conflict among the institutional shareholders, as the elites of the investment world, helped the politicians in their politicization of the bid.

In following days the numbers in parliament kept “stacking up against the deal being approved” (The Australian, October 29, 2010). The most significant gain for the actors opposing the deal was October 28 when three more MPs joined the opposition; in total five of the six crossbench MPs declared they would oppose the SGX bid. The addition of Andrew Wilkie (Independent MP, Tasmania) and Adam Bandt (Greens MP,

Victoria) along with Tony Crook (West Australian National MP) was the most significant gain for the opposition. Mr. Wilkie opposed the deal stating that ASX was “too

301 fundamentally important to our economy and to our sovereignty” to “sell to Singapore or to interests in Singapore”. Mr Bandt emphasized Australia’s national interest, while Mr.

Crook supported Wilkie’s statement saying that ASX was “fundamentally Australian” and that ASX “should stay here [in Australia]" (The Age, October 29, 2010).

The opposition of Wilkie and Bandt was crucial, as these MPs were among the four that supported the Gillard Government giving it bare minimum in approval of any legislation or policy. Now the Coalition (the Nationals and the Liberal Party), which announced its opposition to the deal, had leverage over Gillard Government with Greens and most of Independents opposing the deal.

As the political opposition against the deal started gaining support within the political parties within the Parliament, the “political resistance to the sale of ASX Ltd” broadened to become a challenge to the foreign investment regime. Independent senator

Nick Xenophon stated that the criteria for the national interest test used by the Foreign

Investment Review Board were vague, and added that "The current national interest test that [FIRB] applies is about as strong as blubber”. (The Australian, October 28, 2010)

On October 29, the political environment became even tougher to deal with as

Independents announced that they were "determined to fight against" the merger under the leadership of Bob Katter (The Australian, October 29, 2010). Making the situation even more difficult, Bob Katter and Tony Windsor (both independent MPs)’s declared that they were putting forward a resolution to be discussed in parliament in two weeks that would affirm opposition to ``any sale of the Australian Securities Exchange that would provide majority foreign ownership'' (The Australian, October 29, 2010).

302

On October 28th co-opting of political elites becomes obvious with significant

Independent MPs joining opposition. On 29th the Independents elevated the foreign ownership and national interest issue by declaring “fight against” the merger, which reveals a frame amplification. The alliance of the Greens, the Coalition and the

Independents showed both ASX and the Gillard Government that the Coalition needed to be convinced for an approval of the merger.

Faced with growing opposition and the incumbent government’s need for opposition support to pass the deal, ASX started talking with Coalition members to address their concerns and convince them that the SGX bid benefited Australia’s

"national interests" (Australian Financial Review, October 29, 2010). On October 29th,

ASX executives met with the shadow Treasurer Joe Hockey; however, after the meeting

Mr. Hockey stated that he was not convinced with the national benefits of the merger, signaling his continuing opposition (Australian Financial Review, October 30, 2010).

Amidst an opposition that kept getting louder, the government again distanced itself from the opposition with Trade Minister Craig Emerson’s statement that highlighted the

“unfortunate prejudgment of [SGX-ASX merger] proposal". Emerson also said that ASX deal deserved a fair go (Australian Financial Review, October 30, 2010).

On October 31st, the Coalition became aggressive against the merger at the Senate level as well. The Nationals Senate leader Barnaby Joyce came out “strongly against the deal” and asked whether there was anything in Australia that was not on sale (Canberra

Times, November 1, 2010). Increasing political aggressiveness in Australia became an issue during Julia Gillard’s meeting with Singaporean Prime Minister Lee Hsien Loong.

303

After the meeting Julia Gillard called for calm over Singapore Exchange's bid for ASX

(Australian Financial Review, November 1, 2010). Government’s attempt to cool down the Parliament was accompanied by the efforts of ASX. To calm down the opposition against the merger, ASX announced that it was ready to make concessions on the deal to address the concerns regarding the deal (Australian Financial Review, November 3,

2010).

However, a retail investor survey revealed that it might be a little too late for ASX efforts to yield a desired result. Investor Pulse Survey reported that out of retail investors:

55% does not believe that the merger is "in country's best national interests", 57% believed that ASX should have gone for joint venture rather than "being bought out",

46% thought that ASX should have looked for other suitors before agreeing to SGX proposal, 66% believed that Australia was "selling the farm" and that ASX should stay with Australians, 41% thought that Singapore’s "human rights record" was enough for rejection, and only 9% supported the present deal (The Sydney Morning Herald,

November 4, 2010). The results of the survey revealed that the politicians were successful in alignment of their frame with the ones of the retail investors, such that most of them were opposed to the deal, and more than half of them oppose to the deal based on

"national interest" ground, human rights was being considered as a reason to block a commercial deal, making nationalist argument such as "ASX should stay w/ Australians".

I see frame alignment and through publication of the results (a way of making the opposition public).

304

After retail investors, institutional investors started getting louder about their concerns as well. On November 12th, institutional investors were reported to have concerns regarding ASX’s role as a market regulator once the deal with SGX was completed (The Sydney Morning Herald, November 12, 2012). The evidence shows that there is a mobilization of the ASX shareholders starting with the retail shareholders, followed by the institutional investors. Just looking at the timing of newspaper reports, in the SGX bid alliance within political elites precedes the alliance with the elites of the capital markets, institutional investors.

In December two events signaled a possible change in hostility against the merger. First one was an expert report by Access addressing the concerns of the opposition. According to the report the deal was beneficial for the Australian economy and that Singaporean government could not have an influence on the merged entity's activities (The Australian, December 10, 2010). The second was the approval granted by the Australian Competition and Consumer Commission (ACCC) on December 15th.

Although SGX-ASX deal still required clearance of the Foreign Investment Review

Board, the Reserve Bank of Australia and the Australian Securities and Investments

Commission, ACCC approval was seen as a “crucial victory” (Australian Financial

Review, December 16, 2010).

However, the optimism created by these two positive developments did not last long. Same day as ACCC approval, Treasurer Wayne Swan announced that the merger was “not a done deal yet”. Independent MP Bob Katter renewed his call for politicians to block the sale, and added: "This is different from selling a chook farm or a factory. This

305 is selling the process of government. You are selling your country's sovereignty. It is a regulatory mechanism that you need for the economy to function”. Greens leader Bob

Brown joined Mr. Katter in his opposition and stated that his opposition remained despite of the ACCC decision: "We don't believe it is in the national interest for the Australian stock exchange to be owned overseas, particularly in a place which has so little democratic nous” (Australian Financial Review, December 16, 2010). These quotes reveal both value and belief amplification. While Bob Katter elevated the importance of selling ASX by associating it with sales of “country’s sovereignty”, Bob Brown highlighted “democracy” in his statement. The evidence shows that politicization was a necessary part of maintaining the upsetting nature of scandal and creating mobilization.

For SGX 2011 did not start well with drop in profits mainly due to expenses incurred related to ASX bid. Accompanying the political opposition in Australia, the merger started to weigh down on SGX. However, determined to complete the deal, SGX

CEO Magnus Bocker showed willingness to cooperate with Australians authorities in their review of the bid (The Sydney Morning Herald, January 19, 2011). But also stated that SGX was not considering any concessions yet. ASX supported SGX’s attempts with a strong defense campaign through its lobbyists in Canberra (Australian Financial

Review, January 19, 2011). These lobbying efforts in Canberra might be the reason for lack willingness to retreat. The government, throughout the process, seemed to be calmer about the deal trying to distance itself from the opposition within the Parliament.

February increased the pressure on both the Australian government and the SGX-

ASX merger with the news of two recent merger agreements signaling increasing

306 competition within the industry (NYSE Euronext, the parent company of the New York

Stock Exchange, and Germany's Deutsche, February 8; London Stock Exchange and

Toronto Stock exchange, February 10). The newspapers reported the pressure on

Canberra from international investment community and industry (The Age, February 11,

2011). Another wave of mergers within the global stock exchange market increased the already existing pressures on ASX, which, in turn, made the merger even more relevant and more of a necessity considering ASX's positioning within the industry. The competition pressures on ASX put pressure on Canberra, as it got tougher to argue that this deal did not benefit ASX and/or the nation.

In an environment of increasing pressure and political hostility, SGX announced

“a raft of changes" in its offer, "sweetening its offer", before submitting its proposal to

FIRB. Despite of the concessions made, some institutional shareholders and the political opposition voiced their concerns again following announcement of the revisions

(Australian Financial Review, February 16, 2011). Independent MP Bob Katter stated that selling ASX was like ``selling the mechanisms of your society by which your society operates. It's not like selling a chook factory or canvas bag factory -- what goes for sale next, the High Court?” Mr. Katter also made a strong analogy, stating: ``you can put a dress on a pig but it's still a pig -- that's what is occurring here'' (The Australian, February

16, 2011). Nick Xenophon stepped up the aggressiveness of Independents by declaring that he would "move for a Senate inquiry" within couple weeks, as concessions offered by SGX seemed to be "just cosmetic revisions" (Australian Financial Review, February

16, 2011).

307

The statements of Katter and Xenophon are both evidences for frame amplification, through which these opponents elevated the values such as sovereignty and emphasized again that whatever SGX did the deal was not in the best interest of

Australia. In these statements one can also see nationalism being pitted against the values encouraged by the capital market an effort to gather a populist support.

It is interesting to see that despite of the "political hostility" within the Parliament,

SGX CEO Magnus Bocker still seemed to be determined planning visits to major cities

(including Canberra) to convince the shareholders of the merger's national benefits to

Australia (The Australian, February 16, 2011).

The raft of changes made did not seem to impress the ASX shareholders either.

Both the institutional and retail shareholders were reported being critical on the deal.

Financial analysts did not reveal an agreement on the value and benefit of the deal, which made it harder for SGX and ASX to convince the opponents to the deal (Australian

Financial Review, February 17, 2011). Looking at the shareholder reaction overall, it is tough to see a reaction similar to the politicians. The shareholders seem to employ tactics that would advantage them in their negotiations with SGX. Hence, I do not think that shareholders reveal hostile reaction or create hurdles, they just want to get a better deal and put more pressure on SGX to get the deal they have in mind. But still, this does not change the fact that they were using the political opposition to their advantage.

Lack of overall investor support for the deal made it easier for the politicians to take the deal apart. Greens leader Bob Brown continued his opposition against the deal by introducing a new issue to his list of issues of opposition. Mr. Brown “attacked

308

Singapore's ruling Lee family and its connections to the city-state's government and businesses”. He also added that he did not hear a convincing argument from anyone on how the bid for ASX benefitted Australia: "All I've heard is the monetary argument that there are interests in Singapore, including a sizeable interest from the Lee family, who are not given to democracy as we know it, in taking over the ASX “(Australian Financial

Review, February 18, 2011).

The data reveals that Bob Brown was not only leading the opposition but also defining the framing of the deal. When he realized that an issue related to the deal was running out of steam, he made sure that a new issue was related to the deal. Latest issue that Bob Brown brought up was the link between the state and businesses in Singapore, which supported his prior arguments on controlled capital markets and lack of democracy in Singapore. Brown’s latest comments are evidences of value and belief amplification.

His emphasis on lack of democracy and free trade in Singapore is an instance of value amplification, whereas his conviction on the deal not benefitting Australia is an instance of belief amplification. His statements are also another examples of how values other than ones of capital market are pitted against the capital market values to frame the bid and mobilize intended audience.

On April 8th, SGX finally threw the towel and announced that SGX withdrew the bid for ASX after Gillard Government “knocked back” the bid. Treasurer Wayne Swan stated that he rejected the deal, as the merger was not “in the national interest” (The

Sydney Morning Herald, April 8, 2011). Mr. Swan told the public that that he did his job according to procedures, and his decision was based on the recommendation of FIRB.

309

Although most of Swan’s concerns seemed to be addressed with the revision provided Feb 16th, obviously the revision could not defeat the opposition against the deal. An interesting observation is the negativity of Swan’s tone while explaining of reasons of rejection. Although Mr. Swan did not associate himself with the opponents throughout the process, and his statements stayed more on the neutral side, his remarks explaining the rejection revealed hostility. According to Mr. Swan it "was no-brainer that this was not in national interest”.

The negative and hostile attitude matching the one of opposition might be due to the fact that deal was rejected. The Treasurer might have tried to prevent any ambiguity by matching his tone with his decision. Any ambiguity could have caused further problems for the Gillard government overall, as it might have indicated weakness in standing against the opposition. His hostile tone still did not change the fact that lack of majority within the Parliament brought the end of the deal. Any support to this bid in a time when Gillard government was facing criticism at every front would have brought further demise within the Parliament, in which Labor Party stood as the minority.

Timeline:

2010

October 22: The Australian online reveals that Singapore Stock Exchange (SGX) is close to making a bid for Australian Stock Exchange (ASX).

October 25 SGX announces its bid for ASX (The Australian, October 25, 2010)

310

October 26: The Greens announce that they will not be supporting the deal and that the takeover is not in Australia's interests.

Greens Leader Bob Brown says that the Greens will pursue a review of democracy and free speech in Singapore before deciding whether to allow the deal.

Queensland federal rural independent Bob Katter argues that the merger is “lunacy”. The

Nationals join the opposition to the deal with Barnaby Joyce stating that the transaction would “crater Australia's financial services industry”.

October 27: The deal turns into a "political crossfire".

The Nationals frontbencher Barnaby Joyce telegraphs his opposition.

Liberal Senator Bill Heffernan launches “a savage attack “on the bid.

The treasurer Wayne Swan defines the decision criteria on approval as economic factors

(national benefit) not "humanitarian" ones.

October 28: Two crossbench MPs, Tony Crook (National MP) and Andrew Wilkie

(Independent MP), join Queensland's Bob Katter in opposing the transaction.

Greens MP Adam Bandt confirms that he is opposed to the bid for ASX.

October 29: Bob Katter and Tony Windsor (both independent MPs) announce that they are putting forward a resolution to be discussed in parliament in two weeks.

Trade Minister's, Craig Emerson, states that ASX deal deserves a fair go.

October 31: Nationals Senate leader Barnaby Joyce comes out strongly against the deal

November 1: The Coalition and the Independents unite in their opposition against the merger proposal.

311

Julia Gillard calls for calm over Singapore Exchange's bid for ASX Ltd after meeting

Singaporean Prime Minister Lee Hsien Loong amid claims that xenophobia is driving opposition to the deal.

November 3: ASX shows signs of willingness to make concessions on the deal to address the concerns of the opposition to the deal.

November 4: Investor Pulse Survey, quoted by The Sydney Morning Herald, reports that only 9% of retail investors supported the deal.

November 12: Institutional investors start voicing concerns regarding ASX’s role as a market regulator once the deal with SGX is complete.

December 10: An expert report (Access) addressing the concerns of the opposition is published on The Australian. According to the report that the deal is beneficial for the

Australian economy, contrary to the arguments of the MPs opposing the deal.

December 15: The Australian Competition and Consumer Commission (ACCC) gives clearance to the SGX bid.

Treasurer Wayne Swan announces that the merger “is not a done deal yet”.

Independent MP Bob Katter renews his call for politicians to block the sale:

Greens leader Bob Brown joins Mr. Katter in his opposition.

December 16: The media focuses on Foreign Investments Review Board (FIRB)

“national interest” test and how “political” the approval process can get.

January 19 2011: SGX CEO Magnus Bocker shows willingness to cooperate with

Australian authorities in their review of the bid.

312

Australian Financial Review reports on ASX’s strong defense campaign through lobbyists. ASX accepts hiring lobbyist and that they are in talks with the government on the deal.

February 8: NYSE Euronext, the parent company of the New York Stock Exchange, and

Germany's Deutsche Boerse agrees to merge.

February 10: London Stock Exchange announces its bid for Toronto Stock exchange.

February 15: SGX announces “a raft of changes" in its offer, "sweetening its offer", before submitting its proposal to FIRB.

Mr. Katter also makes a strong analogy on SGX concessions, stating: ``you can put a dress on a pig but it's still a pig -- that's what is occurring here”.

Independent Nick Xenophon states that he will "move for a Senate inquiry" within couple weeks due to the fact that these seemed to be "just cosmetic revisions".

SGX CEO Magnus Bocker plans to visit major cities (including Canberra) to convince the shareholders of the merger's national benefits to Australia.

February 17: Greens leader Bob Brown restates his opposition to the takeover by

“attacking Singapore's ruling Lee family and its connections to the city-state's government and businesses”.

ASX Ltd chief executive Robert Elstone steps up his calls for the Gillard government and the regulators to approve the deal.

April 8: SGX withdraws its bid for ASX after the Gillard Government “knocked back” the bid.

London Stock Exchange and TMX Group Merger Proposal:

313

Progression of Processes:

On February 10th as soon as LSE announced the bid for TMX, NDP leader Jack

Layton started the political opposition against the deal, criticizing the deal structure and calling the merger bid a takeover (National Post, February 10, 2011). Ontario Finance

Minister, Dwight Duncan (Liberal Member of Provincial Parliament, Ontario) joined the opposition and started a regional level political opposition emphasizing “takeover structure” of the deal and the dubiousness of benefits in further consolidation within the exchange industry. Mr. Duncan reminded the audience of the consolidation trend in the banking sector, and how beneficial the government interference was for the financial markets. In his framing, Duncan seemed to build on the Canadians’ anxiety over recent financial crisis and signs of economic depression. Furthermore, to be able to engage the

Canadian public, Duncan called for a public poll or vote on the issue (The Globe and

Mail, February 10, 2011). Both Lack Layton and Dwight Duncan denounced the deal as a wrongdoing, takeover of a crucial Canadian institution, by trying to appeal to middle class as their voter base, bringing up financial anxieties.

Adut (2008) defines scandal as an event that starts with publicization of a real or alleged transgression to a negatively oriented audience. The data shows that three basic elements of scandal outlined by Adut (2008), publicization, “aggrieved parties” (2008:

12) and sustained interest are present in the process leading to LSE’s withdrawal of the bid for TMX.

The two politicians, Layton and Dwight, announced the deal as a transgression, a wrongdoing, which threatened the Canadian interests. These politicians were the

314 denouncers publicizing the takeover of a crucial Canadian institution. Considering the constant haggling among the parties in the House of Representatives, mainly due to the

Conservatives being a minority government, and the provincial elections coming up in

October, these politicians had a lot in stake (See the appendices for political background in Canada).

Although the public did not show any opposition to the deal, the news coverage on the deal throughout till LSE’s withdrawal of the bid reveals that there was an

“interested public” (2008: 12) in the scandal that sustained the attacks on the deal and the coverage on it. The evidence reveals that, similar to the SGX bid for ASX, the deal became object of a scandal as soon as it was announced.

Just a day after the announcement, February 11th, Dwight Duncan started using" a tough language" in describing the deal and stated that sale of TMX would be losing a

"strategic asset w/n a strategic industry". Along with concerns about TMX being a strategic asset, Duncan also brought up the issue of national security by highlighting the

Middle Eastern stake in LSE. He voiced his concerns about TMX’s “being influenced by

Middle Eastern interests” (one of the largest shareholders of LSE is UAE) (The Globe and Mail, February 14, 2011). By introducing multiple concerns in such a short span of time, it seems like Dwight Duncan was making sure that this deal became an issue for multiple audiences. He seems to have used concerns that have already won popular support in different contexts, such as "strategic asset" in Potash bid in Canada and UAE ownership in Dubai Ports World bid for Peninsular Oriental Stream Co. He used a

315 narrative that combined concerns that led to the mobilization of multiple audiences, namely strategic asset combined with national security concerns.

Having publicized the deal as a wrongdoing, Duncan seems to have used the framing surrounding the deal to simply create a negative publicity in regards to the bid.

As the Canadian press pointed out as well, before elections taking apart high profile deals seems to fare well for the politicians. Such a “strategic use” of framing to attain personal goals support fits in with Snow and colleagues definition of framing (1986, 2000).

Dwight Duncan attempts to connect his framing of the deal with the one of the negatively oriented audience. This early on in the deal process, the evidence shows that Duncan first uses “frame bridging” (1986: 464) to link the deal with Canadian sovereignty, strategic assets crucial for Canada, and then “frame transformation” (1986: 464) to turn the deal into a threat to national interest and even security. Under normal circumstances, this would have been perceived a regular business transaction, but Duncan made sure that at least an audience negatively attentive to the deal perceived the merger proposal as a threat to Canada. His success in framing the deal as a threat also shows that the deal was successfully politicized according to the definition of Brändström & Kuipers (2003). The authors argued that the events and actions became politicized when the influential actors

“succeed in framing them as blameworthy violations of crucial public values” (280).

On February 13th, “the best-known financier of Canada”, Brett Wilson, voiced his skepticism against the LSE-ASX deal and "raised the issue of control". (The Globe and

Mail, February 14, 2011). Brett Wilson seemed to have followed Dwight Duncan’s example in framing the LSE bid for TMX: he combined "net benefit" concerns, which

316 were voiced throughout the failed acquisition attempt for another Canadian business

(Potash), with the ones on "control" (The Globe and Mail, February 14, 2011), which seems to be a common cross-border M&A issue looking at the news coverage for both

ASX and TMX. Mr. Wilson’s opposition reveals that the scandal generated by Duncan and Layton along with the framing underlying the scandal were able to secure alliance of banking and finance elites. However, it still seems like the opposition is confined to interested parties considering the parties to be hurt the most if the transaction went through, the politicians going for elections and the local firms operating within banking and finance industry. For finance and banking industry, which has started its own exchange platform to compete with TMX, this merger was obviously bas news. Early in opposition, the resistance against the bid is mainly at regional level failing to gather federal support, such that the federal level Liberals did not seem to have taken a side; it was only the provincial level (Ontario) Liberals that voiced concerns. The Conservatives holding the incumbent government appear unbiased, stating that that they would review the deal if there were a need (The Globe and Mail, February 14, 2011).

In Toronto, capital city of Ontario, first round of public hearings were held. In public hearings, the deal got “grilled” (National Post, March 3, 2011). There were two actors standing out in their opposition to the deal during the public hearing: Peter

Shurman (Conservative Member of Provincial Parliament (MPP) Toronto Suburb of

Thornhill) and Jos Schmitt (CEO of Alpha trading, the new entrant competitor of TMX).

Peter Shurman's comments reveals that Shurman was an ally (Adut, 2005, 2008) strengthening the attacks of Dwight Duncan. Shurman’s comments on the deal matched

317 the framing of Dwight Duncan and Brett Wilson. He argued that TMX "could become a branch plant”, if the transaction got approval (National Post, March 3, 2011). Mr.

Shuman seems to be a politician who got on the political wagon of opposition. He obviously did not want to be associated with the wrongdoing denounced by Dwight

Duncan right before the provincial elections. Adut (2005) highlights the contaminating effect of scandals, the data shows that in the LSE-TMX case the politicians took two routes: they either join the opposition (i.e. Shuman) or they stay indifferent towards the deal and do not do anything to repeal the opposition against the merger (i.e. Harper

Government), which is framed as a wrongdoing. Considering the upcoming elections in

October of 2011, it does not seem to be in the best interest of the Conservatives to support a deal that seemed to threaten a significant voter base, the bankers and lawyers related to financial services in Toronto (National Post, March 3, 2011). The statements of

Jos Schmitt revealed the opposition of the Canadian financial services elite.

Jos Schmitt’s statements supported Shurman, making sure that he hit all the right notes in framing the deal, such as “loss of control on a strategic asset” and “TMX should stay with Canadians”. He even made commercial suggestions to the politicians, which would benefit Alpha trading by forming foundations of a new status quo. Schmitt argued that if the deal was to go through, a) LSE-TMX should be "forced" to divest strategic assets such as derivatives, and b) Alpha should get those assets to become "the new generation Canadian exchange". In his statement, Jos Schmitt made appeals to nationalist sentiments and offered a Canadian alternative to TMX. Schmitt seems to have made attempts to not only stop the deal from taking place, but also secure Alpha Trading’s

318 position in case of deal completion. With Jos Schmitt “frame amplification” (Snow et al,

1986: 464) starts, as he elevated the values and ideals used to frame the merger proposed as a threat to national interest.

On March 9th, we see elites of banking and finance industry emerging as opponents to the deal. As Adut (2008) pointed out the “transgressors” (2008: 17) in major scandals tend to be powerful actors, such as LSE in this case. And unless the charges against them are verified, these transgressors find defenders. In case of LSE-TMX merger proposal, we see elites who have exceptional credibility in their respective fields verifying the concerns of the denouncers.

Jim Prentice (vice-chairman of Canadian Imperial bank of commerce and a

"former industry minister in the government of Stephen Harper") joined the opposition to the deal, turning the sale into an even bigger offense by making it a case of "selling the farm". Mr. Prentice stated that TMX was "one of the fundamental building blocks of capital formation in Canada” and, therefore, “one of the fundamental building blocks of the Canadian economy" (The Toronto Star, March 9, 2011). This argument was exactly the same in the opposition against the SGX bid for ASX: ASX became a foundation of the Australian economy, loss of which would have shaken the financial system. With involvement of Jim Prentice “frame amplification” (Snow et al, 1986: 464) becomes apparent with Mr. Prentice being aggressive in his attack against the deal.

On same day "trio of banks” announced their opposition to the LSE-TMX deal.

Trio of banks consisted of the biggest three banks of Canada: Toronto-Dominion Bank,

Canadian Imperial Bank of Commerce and National Bank of Canada (National Post,

319

March 9, 2011). This alliance (Adut, 2005, 2008) among the banks was surprising even for the Canadian press, whose astonishment was revealed through a National Post statement: “they almost never team up to stand against a takeover-especially with such blunt language"(National Post, March 9, 2011). The trio put together a public letter published all over national press calling the merger a "sell out". The letter not only elevated Canadian sovereignty over Canadian assets, but also Canadian pride and hard work that the nation put forth on the global stage. The elites of Canadian finance and banking industry emphasized their opposition through their actions revealing hostility.

With their public letter, the trio also seems to have attempted to rally the regulators and public with their framing (National Post, March 9, 2011).

Accompanying the public letter, Jim Prentice addressed a business audience at a meeting of the Canadian Club of Toronto, and made "the boldest statement to date by a senior banker against the proposed deal”. Mr. Prentice “warned” the Canadian businessman that “the merger could jeopardize Canadian interests and that the government should step in" (National Post, March 9 2011).

Even Royal Bank of Canada ("the country's largest corporation and biggest capital markets player"), which supported of the deal before hand, argued that in five years TMX would be history, once the trio of banks started their aggressive campaign against the merger (National Post, March 9, 2011). Failure of the politicians to generate a wide- ranging mobilization against the deal in the month following the announcement of the merger seems to have triggered the opposition of the Canadian finance and banking elites.

320

The evidence also shows a difference between two kinds of actors denouncing the deal. Dwight Duncan, a politician who simply wanted to create negative public opinion about the bid to boost his opinion ratings by showing his heroism in defending the region against the global threat at the door. And the elites of Canadian finance and banking whose aim was not limited to creating a negative public opinion. The elites of banking wanted to mobilize the intended audience(s) to stop the deal, influence the Canadian audience to get of the rid of the deal that threatened them. In his analysis of scandal and coordination of negatively attentive audience, Adut (2005, 2008) puts emphasis on

“word-of-mouth” (2008: 19). The LSE bid for TMX shows that the means of coordination varies in accords with the intentions of the denouncer. The Consortium of

Banks built on the scandal and politicization that Dwight Duncan developed to create even a bigger scandal with a wider reach.

The evidence reveals that there is an alliance among actors denouncing the wrongdoing. Through this alliance the local actors aim to reach their objectives (more votes or defeating a global the threat in home market). The Maple Group aimed for more though. As the rest of the case reveals, Maple Group worked hard to mobilize not only actors within the industry but also TMX shareholders and the Canadian public against the deal. Through mobilization, the banks wanted to gather support against (McCarthy &

Zald, 1977) the actors that announced the bid and get together with diverse audiences in making their claims (Van Bommel & Spicer, 2011).

Despite of the opposition momentum generated by the banks, aimed at mobilizing diverse audiences, on April 14th Ontario lawmakers revealed their support to the deal,

321 namely the Queen's Park committee (The Globe and Mail, April 14, 2011). Considering the fact that this committee has an influence on the decision of Ontario Securities

Commission and the Federal Government (The Toronto Star, April 14, 2011), the support of the Committee was a blow to the Maple Group’s mobilization efforts. Even worse for the Bank Consortium was the subsiding voice of the political opposition. But still, the

Maple Group was able to secure the opposition of Gilles Bisson, an NDP Member of

Provincial Parliament in Ontario. Mr. Bisson submitted a minority report attached to the majority report of the Committee supporting the deal, announcing this opposition.

Opposition of an NDP Member of Provincial Parliament shows that getting close to the provincial elections, MPPs from the major three parties were reluctant to support the controversial deal.

A silent political opposition and no signs of public opposition, the banks started showing signs of restlessness. The politics did not seem to be working for the Consortium of Banks. This merger seemed to be different from BHP Billiton’s failed attempt to acquire Potash, in which the politicians interfered to stop the deal. On May 5th, The Globe and Mail reported that the Consortium of Banks was seeking ways to block the TMX deal, which included coming up with a competing bid. The Banks kept on their efforts to gather support within the banking and finance industry, which can be observed by their approach to biggest public investment funds of Canada: Ontario Teachers' Pension Plan,

Alberta Investment Management Co., Canada Pension Plan Investment Board and the

Caisse de dépôt et placement du Québec. The two of these funds were reported to have

322 expressed interest. Ontario teachers' pension plan, which supported the deal beforehand, seemed to have changed their position (The Globe and Mail, May 5, 2011).

Ten days later, May 15, the Canadian bank consortium finally submitted a rival bid proposal for TMX. The banks again criticized the LSE-TMX merger proposal for threatening the control "of Canada's capital markets" and diminishing "Toronto's role as a financial hub". The Banks seem to use frame amplification over and over again by persistently and aggressively elevating the values and ideals that were mentioned in their letter to the public. Upon announcement of the Canadian competing bid, Dwight Duncan showed his support to the bid, while the federal government declined to comment (The

Gazette, May 16, 2010). The federal government, similar to the Australian government during SGX bid for ASX, seems to have distanced itself from the opposition.

Although TMX did not show too much of a negative reaction to the Canadian competing bid upon its announcement, TMX board rejected the “Maple bid” (The

Canadian bank consortium started calling itself “Maple Group”) on May 21st. TMX board stated that rejection was due to "too many uncertainties, including regulatory and debt risks" regarding Maple bid (The Toronto Star, May 21, 2011).

Lack of TMX shareholder support for the Maple bid made the rejection of the

TMX board even worse for the Maple Group. On May 27th, The Gazette reported that

TMX shareholders did not seem to support the Maple bid due to regulatory hurdles and uncertainties they expect the bid to face. A day later, this time The Gazette quoted TMX

CEO, Kloet, stating that the TMX shareholders liked “the vision of being part of a global exchange", which implied that the shareholders did not seem to buy the "nationalist"

323 appeal of the Maple group. The futility of waiting for politicians to act became apparent through Canadian Commission of Competition’s announcement on issuing a "noaction letter", which showed that the Commission was not challenging the LSE bid (The

Gazette, June 4, 2011). This was a victory for LSE and TMX, but a loss for the Maple group.

The progress that the LSE bid was making seemed to have frustrated the Maple

Group such that Maple stepped up its efforts to "bolster its ranks with TMX shareholders". The consortium was said to have already gotten the support of some large investors (National Post; The Gazette, June 8, 2011), including "insurance giant”

Manulife Financial Inc. and independent broker-dealer GMP Securities Inc. On June 13th, the efforts of the consortium seemed to be paying off, as The Gazette reported that the big investor support within TMX shareholders for the Maple picked up. Big names of financial service industry agreed to “become an investor in the Maple bid”, namely

Desjardins Financial Group, Dundee Capital Markets, GMP Capital Inc. and Manulife

(The Gazette, June 13, 2011). The evidence shows that to be able to secure alliance of elites within the industry, the Maple Group had to do more than aggressive and persistent attack. The Maple Group had to negotiate and lobby to win the support of even the actors with interest. The fact that big names in financial services industry had an interest in the

Maple bid succeed did not by default make them on the side with the Maple Group.

The highlight of the aggressive attack of the Maple Group was the “proxy fight” launched on June 14th. The Maple Group officially sent its offer to shareholders to be

324 evaluated before June 30th the date for shareholder voting on LSE bid (The Globe and

Mail, June 14, 2011).

At the regional politics level, on June 15th Quebec government announced its support to Maple bid (National Post, June 15, 2011). The Quebec Premier, Jean Charest, stated that the reasons of support were preserving jobs in Montreal and the Canadian ownership of the stock exchange. Being one of the actors that had significant say in merger completion, Quebec government was an important elite ally to have.

The support at the political level was, finally, supported with TMX shareholder support for the Maple bid. A quick shareholder survey published by the Reuters on June

16th, revealed that out of 11 shareholders asked, only 1 supported LSE bid and 5 preferred

Maple, 1 thought TMX should stay independent and rest 4 were undecided (National

Post, June 16, 2011).

Realizing the shift of attitude against the merger proposal, on June 23rd, LSE and

TMX announced that TMX shareholders would receive an extra $300-million by way of a $4-per-share special dividend if their bid succeeded. Only a couple hours later, the

Maple Group increased its bid for TMX (The Globe and Mail, June 23, 2011). The Globe and Mail revealed the change in TMX shareholders’ attitude from positive to negative by stating that the TMX shareholders were "unfazed" by the sweetened bid of LSE (The

Globe and Mail, June 23, 2011). The evidence shows that Maple Group was making progress in mobilization of the TMX shareholders as well.

To make sure that the TMX shareholders reject the LSE bid for TMX on June

30th, the Maple Group increased the level of its hostility by launching a "public relations

325 blitz" to secure support of the undecided TMX shareholders, which included "full-page newspaper ad", "making media rounds" and "an investor conference" (The Globe and

Mail, June 25, 2011). In the last stretch, the Maple Group also secured the support of another Canadian investment counselor, Jarislowski Fraser Ltd. Mr. Jarislowski, the founder of the Canadian Counselor, announced that Canada did not need the help of

London to advance in the international arena (National Post, June 25, 2011). This seems to be the last success of Maple Group in securing elite allies before LSE’s withdrawal of its bid for TMX.

However, till the last minute it was not really sure what the end result of the voting would be. The main reason was the pockets of resistance against the Maple bid within the TMX shareholders. Two days before the shareholder voting on the LSE-TMX merger proposal, June 28th, a group of 11 veterans of Canada's business community,

“dealer group” (The Globe and Mail, June 28, 2011), signed and publicized a letter that supported the LSE bid while rejecting the Maple bid for TMX (National Post, June 28

2011). This support was not enough for LSE-TMX to keep fighting though.

On June 30th, TMX and LSE announced their termination of their merger agreement 24 hours before the shareholder vote (The Gazette, June 30, 2011).

The most vocal political opponent of the LSE bid, Dwight Duncan was among the first to voice his approval of LSE’s move. He was reported to be "visibly pleased" to learn of the termination saying that "This is the kind of response that I had hoped would come from the private sector…We would not have been able to, just because we didn't want to allow it to happen, stop it" (The Globe and Mail, June 30, 2011).

326

Timeline:

2011

February 9: TMX hires Michael Coates (the chief executive of Hill and Knowlton

Canada).

February 10 London Stock Exchange announces its bid for Toronto Stock exchange.

CEOs of LSE, Tom Kloet, and TSX, Xavier Rolet, are trying to convince both shareholders and the regulators that 'this is a merger of equals'.

NDP leader Jack Layton is the first to voice concerns, stating that the LSE proposal is one of take-over but not merger.

Ontario Finance minister, Dwight Duncan (Liberal Party, Member of Provincial

Parliament) emphasizes the "takeover" structure of the deal and the dubiousness of benefits in further consolidation w/n the exchange industry.

Stephan Harper, PM, takes no sides and states that government will do the necessary assessment to see whether the foreign bid offers "net benefit" to Canada.

February 11: Ontario Finance Minister, Dwight Duncan uses “a tough language" in describing the deal.

February 13: Brett Wilson, the best-known financier of Canada, voices his skepticism against the deal and "raised the issue of control"

March 3: The first round of public hearings take place in Toronto and LSE-TMX "tie-up gets grilled"

March 9: Jim Prentice (vice-chairman of Canadian Imperial bank of commerce and a former industry minister in the government of Stephen Harper) joins the opposition.

327

The biggest three banks of Canada (Toronto-Dominion Bank, Canadian Imperial Bank of

Commerce and National Bank of Canada) announce their opposition against the LSE bid by publishing a public letter.

April 6: Rejection of SGX becomes almost certain.

April 14: Ontario lawmakers within the Queen's Park committee announce their support to the LSE deal.

Committee member Gilles Bisson (NDP Member of Parliament) emerges as an opponent to the deal.

May 5: The trio of banks opposing the deal approaches the biggest public investment funds of Canada: Ontario Teachers' Pension Plan, Alberta Investment Management Co.,

Canada Pension Plan Investment Board and the Caisse de dépôt et placement du Québec.

The two of these funds express their interest.

Ontario teachers' pension plan, which supported the LSE bid beforehand, changes its position.

May 15: The Canadian bank consortium, founded by the opponent trio of banks, submits a rival bid proposal for TMX (Maple bid).

The banks continue their criticism of the LSE bid for threatening the control "of Canada's capital markets" and diminishing "Toronto's role as a financial hub".

May 16: Dwight Duncan shows his support to the Maple bid, while the federal government declines to comment.

May 21: TMX's board rejects the Maple bid due to "too many uncertainties, including regulatory and debt risks".

328

Maple consortium shows its intention to go hostile.

May 28: TMX CEO, Kloet states that the TMX shareholders like “the vision of being part of a global exchange" highlighting the TMX shareholder support for the globalized exchange market.

June 4: Canadian Commission of Competition issues a "noaction letter" indicating that the commission is not challenging the LSE bid.

June 8: The Maple Group starts working on to "bolster its ranks with TMX shareholders”, such as Insurance giant Manulife Financial Inc., independent broker-dealer GMP

Securities Inc. and Canaccord Financial Inc.

June 13: The support of the significant TMX shareholders with large stakes for the Maple bid picks up.

Desjardins Financial Group, Dundee Capital Markets, GMP Capital Inc. and Manulife

Financial announce becoming investors in the Maple bid.

June 14: Maple launches a proxy fight, and officially sends its offer to TMX shareholders before June 30th, the date for shareholder voting on LSE bid.

June 15: Quebec government announces its support to Maple bid.

June 16: The CEOs of TMX and LSE addresses the businessman and politicians of

Quebec trying to convince them on deal's benefits for Montreal and Canada, while criticizing the Maple bid for building on "worries and fears" and using protectionist rhetoric.

According to Reuters, out of 11 shareholders asked, only 1 supports LSE bid and 5 prefer

Maple, 1 thinks that TMX should stay independent and rest 4 are undecided.

329

June 18: Glass Lewis, a "San Francisco-based proxy advisory firm”, announces its support to the LSE bid, calling the Maple bid risky.

The report of Glass Lewis escalates the "war of words between the two groups [LSE and

Maple]", Maple calls the Glass Lewis report "deeply flawed'.

June 23: LSE and TMX announce that TMX shareholders will receive an extra $300- million by way of a $4-per-share special dividend if their bid succeeds.

Couple hours later the Maple Group increases its bid for LSE.

June 24: LSE bid gets the support of a major advisory service, ISS Proxy Advisory

Services, which advises institutional shareholders on corporate matters subject to votes.

June 25: The Maple group launches a "public relations blitz" to secure support of the undecided TMX shareholders, which includes "full-page newspaper ad", "making media rounds" and "an investor conference".

Canadian investment counselor, Jarislowski Fraser Ltd. announces its support for the

Maple bid.

June 28: A group of 11 veterans of Canada's business community, “dealer group” signs and publicizes a letter that supported the LSE bid. The group also rejects the Maple bid for TMX.

June 30: TMX and LSE terminate their merger agreement 24 hours before the shareholder vote.

Warner Music and Electrical and Music Industries (EMI) Merger Proposal

330

Progression of Processes:

On January 24th Electrical and Music Industries (EMI) announced a 12bn pounds merger with the Warner Music Group of the United States in a deal that would create “the world's largest music empire”. The deal aimed to bring together some of the world's well- known musicians and pop groups, such as the Beatles, the Rolling Stones, the Spice Girls and Radiohead from EMI and Madonna, Eric Clapton and Cher from Warner (The

Independent, January 24, 2000).

Although the press seemed to be supportive of a mergers & acquisition move before the announcement (Mail on Sunday, January 16, 2000), once the merger was announced the attitude and the tone of the British press changed. Headlines such as “U.S.

Takes Over Britain’s Last Major Record Label (The Independent, January 24, 2000)”,

“EMI Mega Merger Puts CD’s Future On-Line (The Evening Standard, January 24,

2000)”, “All together now, dancing to an American tune (The Evening Standard, January

24, 2000)” became common place on the day of announcement. The emphasis was on loss of a national icon, one of Britain’s best to an American conglomerate. The papers focused on pioneer nature of the iconic firm and EMI’s place in the British music industry (The Times, January 24, 2000).

Some even adopted a negative sarcastic tone highlighting American dominance over the British icon (The Evening Standard, January 24, 2000). Even though the executives of EMI and Warner announced that it would be a 50-50 merger that would be listed on LSE and managed by executives from both firms, the press labeled the merger as a takeover (The Independent, January 24, 2000). The press from the start voiced its

331 skepticism about the deal and the Warner dominance in the merged entity’s board. The

Evening Standard reminded the readers of the Lucas-Varity merger back in 1998. Lucas, the British firm, was an iconic British firm similar to EMI. When Lucas decided to merge with Variety, the American firm, Lucas-Variety made similar statements about synergies and cost cutting. However, not only none of the promises were actualized, but also at the end Lucas was divested in many pieces, getting “lost in American maw" The Evening

Standard, January 24, 2000). Some papers also started announcing the end of CD industry (The Evening Standard; The Independent, January 24, 2000) and related job losses (The Mirror, January 24, 2000), as one of the synergies that the EMI-Warner deal offered was better capitalization on the Internet based music market.

On January 25th EMI and Warner announced the terms of the deal. The London media analysts were critical of the terms, because “it ceded control to the Americans without a premium" (The Times, January 25, 2000). Investment analysts and the terms of the deal seem to have verified the concerns voiced by the British press. Another British icon was being sold to an American conglomerate a “nil premium” (Birmingham Post,

January 25, 2000). EMI was “selling itself short for sweet nothings”. The "music man" was invited to "show some financial awareness" (The Times, January 25, 2000).

Furthermore, the entity proposed was a "goliath" which posed serious risks to "public benefit". The deal was so bad that it was almost certain that everyone would “take it apart” (The Independent, January 25, 2000). The deal was also bad for the small bands using internet to air their music cheaply. Internet was a medium for all kinds of players, including independents and small bands. However, the EMI-Warner deal would allow the

332 big corporations to enter the world of internet and dominate that alternative platform as well (The Mirror, January 25, 2000).

On January 26th, The Independent reported the anxiety among artists’ agents and managers who stated that stars might want to renegotiate their contracts if Warner dominated the merged entity’s board. The artists were also nervous about their share of the cost synergies that EMI-Warner announced. If the record companies were going to save by switching to internet based sales, the artists were not sure how this would reflect on their earnings and art (The Times, January 28, 2000). Institutional investors seemed to be as nervous as the agents and managers stating that the terms of the deal were “too complex” allowing Warner to “underpay” for control over EMI (The Independent,

January 26, 2000). For some critics the worst part of the deal was that no one really showed any “regret” about future of EMI. EMI, once a company of creativity and innovation, was turning a "stock market monolith" becoming one of those companies with bureaucracy and heavy management (The Guardian, January 28, 2000). Music industry would be no longer a "barometer of the youth culture", but all about

"stockbroking" (The Guardian, January 28, 2000).

Each time EMI-Warner announced a detail about the merger proposal, the opposition of especially the investors against the deal seems to have grown (Sunday

Express, January 30, 2000). When the board configuration was revealed indicating that

Warner Music Group chair/CEO Roger Ames and EMI Recorded Music chair Ken Berry would not be sitting on the board of Warner-EMI, the shareholders showed their further discontent with the deal (Sunday Express, January 30, 2000). Although in the U.K. it is

333 expected that the executives of the merging companies serve on the board of the new entity, such practice is not encouraged in the U.S. This was also an indication of Warner control over the deal terms. Another shocking term for the shareholders and the press was the 55 million pound breakup fee if the EMI shareholders failed to approve the deal

(Sunday Express, January 30, 2000). The press seems to reveal more and more concerns on deal while keeping up the sarcasm. The Independent on January 30th told EMI not to

“mourn” because despite of becoming the one "listening to the voice of its master's", EMI would be still listed on the London Stock Exchange (The Independent, January 30, 2000).

The press seems to agree on the fact that even if the Warner-EMI deal presented a "safe- haven" for EMI, it should have been and could have been different. Safety for EMI came at a price, which represented "final loss of independence of what was once a great British institution" (Management Today, March 1, 2000).

The press coverage on the deal fell drastically between January and June; rare articles on the deal were mainly on shareholder discontent that came with delay in implementation of the deal (The Independent, March 17, 2000). Such a drop in coverage reveals that the audience has lost its interest in the deal. The news published in January framing the deal as a loss of national icon does not seem to maintain the reader interest.

The press appears to have tried all strategies of framing observed in the other cases: bridging, transformation and amplification. However as the audience interest was not sustained the scandal surrounding the deal did not last long.

The scandal might have ended prematurely in the U.K., yet, first week of June another scandal surrounding the deal picked up in Brussels, Belgium, where European

334

Commission resides. The Scandinavian Songwriters and Composers started protesting the deal beginning of June; subsequently sent a report to the European Commission calling the Commission to launch a detailed review of the deal based on “monopoly concerns”.

The report argued that the "new entity would have 50 per cent of the music publishing market in Sweden, while in Finland this figure could be as high as 70 per cent" (The

Times, June 9, 2000). EMI did not seem to take this report seriously announcing the company’s optimism in the quick approval of the deal (The Independent, June 9, 2000).

Contradicting to EMI’s optimism on the approval process, the European

Commission announced that they would be looking into internet implications of the deal as well, and that they extended their review process with a further inquiry. The

Commission also revealed that they have received “a large number of complaints" concerning the Warner-EMI merger (The Independent, June 15, 2000). The commission pointed out that if this deal passed through West European market would be dominated by four major corporations: Universal, Bertelsmann, Sony and Warner-EMI. British

Academy of Composers and Songwriters, which did not seem to have gotten its voice heard in the U.K., was among the opponents of the merger as well. With the extension of inquiry on the deal, the European Commission investigation became a “Brussel’s hurdle”

(The Independent, June 15, 2000). Even after announcement of an investigation with wider scope, EMI executive vice-president looked confident, stating that "concessions” would not be necessary in their case and that the deal would be “completed second half of the year"(The Independent, June 15, 2000).

335

Although the EMI executives looked optimistic about the results of the EC investigation, the shareholders did not seem to share their optimism and enthusiasm on the deal, such that the scheduled shareholder approval meeting on the deal was postponed

(The Times, June 24, 2000). While The Times argued that the shareholders anticipated a competing bid, thus they chose to wait (The Times, June 24, 2000), Sunday Express stated that the shareholders wanted to wait until EC approval, and that they did not really want to give approval to a deal before seeing concessions to be made (Sunday Express, June

25, 2000). Despite of the “chorus of disharmony” within “disgruntled private shareholders”, the deal got the approval on June 26th (The Guardian, June 27, 2000).

Towards end of August, the European Commission finally sent EMI the formal statement on the commission’s objections to the bid. EMI kept its positive attitude stating that they were not surprised with any of the objections brought up (The Independent,

August 23, 2000). Warner-EMI started making attempts to appease the regulators beginning of September, which involved a trip to Brussels to depend the deal and persuade the Commissioner leading the investigation, Mario Monti (The Times,

September 2, 2000). The European Commission seems to have formed a tough challenge for Warner-EMI as Mario Monti had "reputation as a tough arbiter" regarding internet deals (The Times, September 18, 2000) and was well known for his tough stance on deals involving big corporations (The Times, September 7, 2000). Additionally, European

Commission never seemed to favor transatlantic deals (The Times, September 7, 2000).

The negative attitude of EC became public with the confidential but “widely leaked” report of objections sent to Warner and EMI (The Times, September 7, 2000).

336

The hearings on the merger made matters even worse for Warner and EMI. The parties testifying were the major competitors of Warner and EMI, i.e. British Telecom-working on its music empire, Walt Disney and Universal Music, and smaller players opposing the bid, i.e. Swedish Society of Popular Music (The Times, September 7, 2000), Independent

Music labels (Daily Mail, September 20, 2000). Therefore, it was crucial that EMI and

Warner went to Brussels to convince the European Commission on the fact that the concerns were unfounded. The companies testified along with industry experts, who supported the arguments of Warner and EMI. One of the experts was even quoted to have argued that Vivendi would be more "opportunistic" to take advantage of a merger involving internet and content if Vivendi’s bid for Universal went through (The Times,

September 7, 2000). Along with their testimony, Warner-EMI also made some concessions to alleviate the concerns on "fair competition" (The Times, September 8,

2000). However, EC kept on pressuring on for more concessions (Time, September 16,

2000). Leak of a confidential document and EC’s continued skepticism against the deal led to questions about the fairness of EC hearings and evaluations (The Times, September

16, 2000). With the leak of another document Monti’s objection to the deal became public: Monti seems to have circulated an internal document recommending for block of the bid (The Times, September 18, 2000).

Despite of the Commission’s position in regards to the merger and “significant lobbying" on the EC to block the bid (The Times, September 18, 2000) throughout

September Warner and EMI kept travelling to Brussels to convince Signor Monti. Each travel meant new concessions. By the end of September Warner and EMI not only

337 promised to sell several of key record labels, reduce share in the music publishing market in Scandinavia and end a number of distribution agreements and collaborations with other bid music companies (Daily Mail, September 20, 2000), but also offer sales of a very profitable business, Virgin Records (The Times, September 30, 2000). So many concessions led to a shareholder “hostile reaction” (The Times, September 30, 2000). The shareholders basically threatened to block the merger in case of further concessions

(especially one involving sale of Virgin Records). Finally, on October 5th EMI and TW abandoned the bid after failing to convince the EC to approve the deal (BBC, October 5,

2000). EMI tried to make the abandonment look better by stating that withdrawal allowed for more time for Warner and EMI to work more on EC concerns (BBC, October 5,

2000). However, the companies did not try to get this deal working again. The European

Commission that showed immense concern about the conglomerates merging later on allowed Vivendi to acquire first Universal (2007) and then EMI through Universal

(2012).

When the deal was publicized as an American takeover of a British icon in

January, 2000, the proposed merger became a scandal. Unlike the scandals processes I have examined surrounding the other deals, the scandal regarding Warner-EMI merger was not long lived in the U.K. Despite of all the media efforts the merger did not seem to mobilize audiences. Shareholders appeared to be discontent with the bid, however their reaction was mainly due to the financial aspects of the deal, not due to a publicized wrongdoing. Shareholder reaction did not follow any kind of politicization attempt. They were not in support of the deal from the beginning. The newspapers tried all three

338 strategies of framing processes to align their perception of the bid the one of the audience. The press linked the business transaction to loss of an icon, loss of culture, heritage, thus transforming the deal to a wrongdoing that threatens the British cultural heritage. Following transformation, the British papers used sarcasm and allegation about

Eric Nicoli, EMI's executive chairman (i.e. “music man with no sense of finance”,

“former biscuit man”), analogies to prior mergers that ruined British icons (i.e. Lucas-

Varity merger) and the “unusual structure” of the proposed merger to amplify its framing.

Yet, none of these were able to sustain the public interest. The scandal started in January died down by the end of the month. As Michael Schudson argued the power of media resides not in telling us what to think but in their ability to “publicly include” (Adut,

2008: 79). In the Warner-EMI case, the British press was not able to sustain the audiences in their attempts of including them in the merger. While other cases show media’s and denouncers’ homogenizing and amplificatory influence on public perceptions (Adut, 2008: 79), in this case the public perception of the merger never showed an alignment with the one of media.

The actors threatened by Warner-EMI merger were not apparent in how the merger was publicized as a wrongdoing. The scandal seemed like a media effort, although one would suspect involvement of the threatened actors. These actors came out with the involvement of European Commission. First Scandinavian Songwriters and

Composers came out announcing its opposition to the merger and sending a report to the

EC, and then British Academy of Composers and Songwriters and Independent Labels appeared voicing their opposition. Joined by the conglomerates in the music industry,

339 these international and local (British) smaller actors gathered in Brussels to show their dissent (The Times, September 18, 2000). Not only these actors showed dissert, but also they lobbied to such an extent that the EC kept on dragging the merger proposal. Another influential factor in EC’s handling of the case was the "seismic shifts" in the industry

(Mail on Sunday, October 8, 2000). The consolidation of big corporations coupled with attempts of domination in internet “obliged” EC to intervene in the deal (Mail on Sunday,

October 8, 2000). However, their intervention seemed to be biased mainly due to the lobbying pressure the EC was under and the predisposition of Mario Monti on deals involving big corporations and internet. Emphasizing the biased handling of the commission, on October 8th Mail on Sunday argued that the commissioners a) in general never favored a bid that would make U.S.-U.K. number one (if the bidder were Vivendi not Warner then the approach would have been different) as the commission is overwhelmingly Franco-German, and b) ran every concession made through opponents of the deal, mainly the big competitors within the industry, to see whether the concerns were addressed.

The second episode of scandal involving Warner-EMI merger was a regional scandal involving an international commission, European Commission. The scandal seems to have brought together the actors that would have been hurt from the deal the most if the merger was completed. A wide-range mobilization of diverse actors does not seem to be the case here. The opposition to the deal was mainly confined to businesses or interest groups displeased by the merger proposal. The bureaucrats within the

Commission or within EU might have been mobilized against the merger, however the

340 evidence does not support such a mobilization. The evidence show a negative bias of the

EC commissioner, which rules out possibility of Signor Monti being mobilized by the opposition to the deal. The evidence on mobilization of interested actors is not strong either, as one can argue for presence of an alliance even before the publicization of

“monopoly implications” at the regional level.

Timeline:

2000

January 11: TimeWarner AOL merger proposal is announced.

January 24: EMI-Warner merger proposal is announced.

The British press mourns the loss of a British icon.

January 25: Media Analysts and investors agree that Warner is taking the control at “nil premium”:

The merger proposal is labeled as “unusual” and “too complex” allowing for Warner control at no premium

Press becomes more critical and sarcastic: EMI "selling itself short" for "sweet nothings".

Worries about job loss in the U.K. brought up: CD plants could be closed down

January 26: Agents and managers of artists come out anxious: “The contracts should be renewed if Warner dominates”.

January 30: Board composition of the merged entity strengthens the opposition of shareholders.

June 9: The European Commission (EC) opens a detailed investigation on Warner-EMI merger.

341

June 15: The EC extends the review process due to “a large number of complaints it received about the merger”.

June 25: EMI shareholders make a last-minute call to delay voting on a proposed merger with Warner Music until regulators rule on the deal.

June 26: EMI wins support from shareholders for the merger as hopes of an outright counterbid faded.

August 22: European Commission sends EMI the Commissions’ statement of objections as part of the in-depth investigation.

September 2: EMI and Warner tell the EC that they are ready to start discussions about formal concessions.

September 7: EMI and Warner executives go to Brussels to defend the Warner-EMI deal and to "persuade" the European Commission on deal not posing a threat to the common market.

EMI and Warner offer concessions to address European Commission concerns that its planned joint venture with Time Warner's music arm could damage fair competition

September 15: EMI Group remains optimistic that its merger proposal could be

“salvaged”, despite suggestions that Brussels already has decided to block the deal.

September 18: EMI and Warner executives meet Mario Monti, the European Union's

Competition Commissioner, just 24 hours before the final deadline for the pair's concessions to be submitted to Brussels.

September 19: EMI and Time Warner deliver new proposals to the European

Commission.

342

September 20: A spokesman representing the independent music labels announce that

“the commission is very much against the deal and is putting enormous pressure on EMI and Time Warner to come up with substantial undertakings.”

September 29: Investors in EMI become convinced that the music giant will not be able to salvage the proposed merger, and the shares experienced a sharp fall.

EMI considers “selling one of its jewels”, Virgin Records to convince regulators.

Shareholders in EMI Group give warning that they may block any radical last minute concessions by the music company to salvage its merger with Warner.

343

REFERENCES

3_if_by_Treason. 2006. Re: Bush Says Ports Deal Will Stand. Retrieved from http://www.freerepublic.com/focus/f-news/1583307/posts, February 22. adam_az. 2005. BILL THE LOBBYIST. Retrieved from http://www.freerepublic.com/focus/f-news/1590850/posts, July 4.

Adamson, L. B., Bakeman, R., & Deckner, D. F. (2004). The development of symbol- infused joint engagement. Child Development, 75, 1171-1187.

Adut, A. (2004). Scandal as Norm Entrepreneurship Strategy: Corruption and the French Investigating Magistrates. Theory and Society, 33 (5): 529-578.

Adut, A. 2005. A Theory of Scandal: Victorians, Homosexuality, and the Fall of Oscar Wilde. American Journal of Psychology, 111: 213–48.

Adut, A. 2008. On Scandal: Moral Disturbances In Society, Politics, and Art. New York: Cambridge University Press.

Agence France Presse. 2006. Controversial P and O ports deal approved by London court. March 2. Retrieved from LexisNexis database.

Alexander, D. 2011. Investors 'like the vision,' TMX boss Kloet says. The Gazette, May 28: C6. Retrieved from LexisNexis database.

Al-Shboul, M.M., Ahmad, I.S., Nordin, M.S., Rahman, Z.A. 2013. Foreign language reading anxiety in a Jordanian EFL context: A qualitative study. English Language Teaching.

Anand, J., & Delios, A. 2002. Absolute and relative resources as determinants of international acquisitions. Strategic Management Journal, 23 (2): 119–134.

Andrews, A. 2010. BSkyB warning over News Corp inquiry; BSkyB warning on takeover review.

The Sunday Telegraph, November 21: 1-2. Retrieved from LexisNexis database. ndrews, A. 2010. Cable refers News Corp's bid for Sky to Ofcom; Watchdog called in to investigate as Lords voice fears over 'media plurality'.

344

The Daily Telegraph, November 5: 3. Retrieved from LexisNexis database.

Andrews, A. 2011. BSkyB bid report will not be released. The Daily Telegraph, January 6: 3. Retrieved from LexisNexis database.

Armstrong, P. 2000. EMI acts to ease EU fears. The Times, September 8: Business. Retrieved from LexisNexis database.

Aybar, B., & Ficici, A. 2009. Cross-border acquisitions and firm value: An analysis of emerging-market multinationals. Journal of International Business Studies, 40: 1317–1338.

Ayres, C. 2000. EMI merger - now the rock stars strike back. The Times, January 28: Features. Retrieved from LexisNexis database.

Ayres, C. 2000. Worries over EMI merger. The Times, June 24: Business. Retrieved from LexisNexis database.

Ayres, C., & Lister, D. 2000. Record moguls face the music in Brussels. The Times, September 7: Business. Retrieved from LexisNexis database.

Ayres, C., & Snoddy, R. 2000. EMI surges as talk of rival takeover grows. The Times, January 25: Business. Retrieved from LexisNexis database.

Baltzell, E.D. 1958. Philadelphia Gentlemen: The Making of a National Upper Class. New York: Free Press.

Banerjee, M., Capozzoli, M., McSweeney, L., & Sinha, D. (1999). Beyond kappa: A review of interrater agreement measures. Canadian Journal of Statistics, 27 (1): 3–23. Retrieved from LexisNexis database.

BBC News. 2000. EMI, Time Warner abandon merger. Retrieved from http://news.bbc.co.uk, October 5.

Becker, H.S. 1963. Outsiders: Studies in the Sociology of Deviance. London: Free Press of Glencoe.

Benford, R.D., & Snow, D.A. 2000. Framing Processes and Social Movements: An Overview and Assessment. Annual Review of Sociology, 26: 611-639.

Birkinshaw, J., Bresman, H., & Hakanson, L. 2000. Managing the Post-acquisition Integration Process: How the Human Integration and Task Integration Processes Interact to Foster Value Creation. Journal of Management Studies, 37(3): 395– 425.

345

Bliss, J., & Rowley, J. 2006. DP World Abandons Effort to Take Over Port Operations. Bloomberg News. Retrieved from http://www.bloomberg.com/apps/news?pid=newsarchive&sid=ak85x2NB5Ywo& refer=home, March 9.

Block, D. 2005. Senator threatens bill to block CNOOC. The Deal. Retrieved from http://www.thedeal.com, July 18.

Blustein, P. 2005. Many Oil Experts Unconcerned Over China Unocal Bid. The Washington Post, July 1: D01. Retrieved from LexisNexis database.

Blustein, P. 2005. Senators Told China Will Loosen Policy On Currency. The Washington Post, July 1: D01. Retrieved from LexisNexis database.

Blustein, P. 2006. Ports Debate Reawakens Foreign-Investment Jitters; Proposed Takeover Pits Security Against Economic Fears. The Washington Post, February 23: D01. Retrieved from LexisNexis database.

Blustein, P. 2006. Some in Congress Object to Arab Port Operator; Company Based in United Arab Emirates Set to Manage 6 East Coast Facilities After Takeover. The Washington Post, February 17: A11. Retrieved from LexisNexis database.

Boussebaa, M., Morgan, G., & Sturdy, A. 2012. Constructing Global Firms? National, Transnational and Neocolonial Effects in International Management Consultancies. Organization Studies, (33): 465-486.

Brändström, A., & Kuipers, S. 2003. From ‘Normal Incidents’ to Political Crises: Understanding the Selective Politicization of Policy Failures. Government and Opposition, 38 (3): 279–305.

Brannen, M.Y., & Peterson, M.F. 2007. Merging without alienating: interventions promoting cross-cultural organizational integration and their limitations. Journal of International Business Studies, 40: 468-489.

Brett, J.M. 2001. Negotiating Globally: How to Negotiate Deals, Resolve Disputes, and Make Decisions Across Cultural Boundaries. San Francisco: Jossey-Bass.

Bridis, T. 2006. United Arab Emirates Firm May Oversee 6 U.S. Ports. Associated Press, February 12: A17. Retrieved from LexisNexis database.

Brouthers, K.D., & Brouthers, L.E. 2000. Acquisition or greenfield start-up? Institutional, cultural and transaction cost influences. Strategic Management Journal, 21 (1): 89–97.

346

Brouthers, K.D., & Dikova, D. 2010. Acquisitions and Real Options: The Greenfield Alternative. Journal of Management Studies, 47 (6): 1048–1071.

Buckingham, L., & Mcghie, T. 2000. It was a Deal that Put Britain and the U.S. Britain and the U.S. on the Top of the Music World. The Eurocrats Wouldn’t Hear of it; After EMI-Warner Merger Collapses, Bosses Plan Next Battle with Brussels. Mail on Sunday, October 8: 3. Retrieved from LexisNexis database.

Bumiller, E., & Hulse, C. 2006. Panel Saw No Security Issue in Port Contract, Officials Say. The New York Times. Retrieved from http://www.nytimes.com/2006/02/23/politics/23port.html?pagewanted=all&_r=0, February 23.

Burner, E.R.; Menchine, M.D., Kubicek, K. et al. 2014. Perceptions of Successful Cues to Action and Opportunities to Augment Behavioral Triggers in Diabetes Self- Management: Qualitative Analysis of a Mobile Intervention for Low-Income Latinos with Diabetes. Journal of Medical Internet Research, 16 (1), e25.

Burrell, I. 2011. BSkyB buyout delayed amid widespread public concern for media. The Independent. Retrieved from http://www.independent.co.uk, May 20.

Burrell, I. 2011. Hunt set to give go-ahead to BSkyB deal next week. The Independent, June 23: 6. Retrieved from LexisNexis database.

Burrell I., Foley, S., Wright, O., Hickman, M., & Milmo, C. 2011. Rupert on the run; Murdoch drops BSkyB bid in face of politicians' fury News Corp considers disposing of UK newspapers Hacking scandal hits US as Senators call for inquiry News Corp's UK future in doubt as MPs turn on Murdoch. The Independent, July 14: 1. Retrieved from LexisNexis database.

Calori, R., Lubatkin, M., & Very, P. 1994. Control Mechanisms in Cross-border Acquisitions: An International Comparison. Organization Studies, 15 (3): 361- 379.

Chakrabarti, R.; Gupta-Mukherjee, S., & Jayaraman, N. 2009. Mars-Venus Marriages: Culture and Cross-Border M&A. Journal of International Business Studies, 40 (2): 216-236.

Chang, S.J., & Rosenzweig, P.M. 2001. The Choice of Entry Mode in Sequential Foreign Direct Investment. Strategic Management Journal, 22: 747–776.

Chapman, J. 2011. ANGER AS HUNT GIVES MURDOCH MORE TIME OVER BID FOR BSKYB. Daily Mail, January 26. Retrieved from LexisNexis database.

347

Chase, S., Howlett, K., & Radwanski, A. 2011. 'Merger of equals' faces tough political path; Ontario Finance Minister voices concerns, suggests friendly deal between stock exchanges is a takeover. The Globe and Mail, February 10: A1. Retrieved from LexisNexis database.

Chasteen, S.V., Pepper, R.E., Caballero, M.D., et al. 2012. Colorado Upper-Division Electrostatics diagnostic: A conceptual assessment for the junior level. Physical Review Special Topics - Physics Education Research, September 7: 8 (2): 020108.

Cicchetti, D.V. 1994. Guidelines, criteria, and rules of thumb for evaluating normed and standardized assessment instruments in psychology. Psychological Assessment, 6, 284–290. Retrieved from LexisNexis database.

Clark, A. 2000. Investors furious as EMI deal approved: 2,000 redundancies loom. The Guardian, June 27: 23. Retrieved from LexisNexis database.

CNN. 2005. Unocal to talk with Chinese bidder soon Nation's No. 9 oil producer granted waiver by Chevron, to start talks with CNOOC over $18.5B bid. Retrieved from http://money.cnn.com, June 24. CNN. 2006. Israeli shipper endorses DP World. Retrieved from http://www.cnn.com, March 3.

CNN. 2006. Timeline of controversial ports deal. Retrieved from http://www.cnn.com//2006/US/03/09/ports.timeline/index.html?section=cnn_allp olitics, March 9.

CNN. 2006. Transcript: The Situation Room. Retrieved from http://transcripts.cnn.com/TRANSCRIPTS/0602/20/sitroom.01.html, February 20.

CNN. 2006. U.S.: Friday, February 24. Regional curfew in Iraq until Saturday afternoon. Retrieved from http://www.cnn.com/2006/US/02/24/friday/index.html?section=cnn_latest, February 24.

CNN. 2006. UAE firm to transfer port operations to 'U.S. entity'. Retrieved from http://www.cnn.com/2006/POLITICS/03/09/port.security/index.html?section=cnn _us, March 10.

Cohen, J. 1960. A coefficient of agreement for nominal scales. Edu. and Psych. Meas., 20, 37-46.

Cope, N. 2000. EMI MAY FACE STARS' BACKLASH AGAINST MERGER. The Independent, January 26: 17. Retrieved from LexisNexis database.

348

Cope, N. 2000. US Takes Over Britain’s Last Major Record Label. The Independent, January 24: 1. Retrieved from LexisNexis database.

Costello, M. 2011. Bad day for BSkyB shares amid investigation fears; Phone hacking Investors worry that Ofcom scrutiny could derail News Corp bid. The Times, July 9: 8-9. Retrieved from LexisNexis database.

Crilly, D. 2011. Predicting stakeholder orientation in the multinational enterprise: A mid- range theory. Journal of International Business Studies, 42: 694–717.

Crowe, D. 2010. Asian rivals take aim at ASX takeover. Australian Financial Review, October 28: 1. Retrieved from LexisNexis database.

Crowe, D., & Liondis, G. 2010. Swan wary on ASX takeover; Regional hub ambitions key factor - Greens to oppose Singaporeans. Australian Financial Review, October 27: 1. Retrieved from LexisNexis database.

Curtiss, R.H. 2006. The Dubai Ports World Deal: Manna to Publicity Hound Sen. Charles Schumer (D-NY). Washington Report on Middle East Affairs, May/June: 26-27. Retrieved from LexisNexis Database.

Daily News. 2006. POLS WARY ON PORT TAKEOVER. February 17: 14. Retrieved from LexisNexis database.

Daily Record. 2011. BSkyB Takeover Bid ‘Whitewash’. March 4: 2. Retrieved from LexisNexis database.

Davies, N. 2009. Murdoch papers paid £1m to gag phone-hacking victims. The Guardian. Retrieved from http://www.theguardian.com, July 8.

Davies, N., & Hill, A. 2011. Missing Milly Dowler's voicemail was hacked by News of the World. The Guardian. Retrieved from http://www.theguardian.com, July 4. de Vries, H., Elliott, M.N., Kanouse, D.E., & Teleki, S. (2008). Using Pooled Kappa to Measure Inter-Rater Agreement Across Many Items. Field Methods, 20 (3): 272- 282.

Dewenter, K.L. 1995. Are Intra-Industry Investment Patterns Consistent with Cost Disadvantages to Cross-Border Investing? Evidence from the U.S. Chemical Industry. Journal of International Business Studies, 26 (4): 843-857.

349

Dikova, D., Sahib, P.R., & van Witteloostuijn, A. 2010. Cross-border acquisition abandonment and completion: The effect of institutional differences and organizational learning in the international business service industry, 1981–2001. Journal of International Business Studies, 41 (2): 223-245.

Dodd, V., Robinson, J., & Watt, N. 2011. Met police reopen investigation into phone hacking at News of the World. The Guardian. Retrieved from http://www.theguardian.com, January 26.

Douglas, W. 2006. Bush learned of ports deal late; The White House also says it should have briefed Congress. The Philadelphia Inquirer, February 23: A01. Retrieved from LexisNexis database.

Douglas, W. 2006. Port deal delayed, but bill to halt it is still in works; The White House was pleased by the Dubai firm's move. Some in Congress were unfazed. The Philadelphia Inquirer, February 25: A04. Retrieved from LexisNexis database.

Douglas, W., & Kuhnhenn, J. 2006. Coast Guard raised port-deal concerns in Dec. It said determining any security threat would be hard. But it lacked the standing for a probe. The Philadelphia Inquirer, February 28: A07. Retrieved from LexisNexis database.

Durie, J. 2010. Price tag will test sceptics. The Australian, October 25: 21. Retrieved from LexisNexis database.

Ebrahimi, H., Osborne, A., Reece, D., & Mason, R. 2010. Murdoch tables audacious Sky bid. The Daily Telegraph, June 15: 1. Retrieved from LexisNexis database.

Eddy, A., & Seifert, B. 1984. International Benefits and Foreign Acquisitions by U.S. Firms. Management International Review, 24 (4): 27.

Eisenhardt, K. M. 1989. Building theories from case study research. Academy of Management Review, 14: 532–550.

Eisenhardt, K.M., & Graebner, M.E. 2007. Theory Building From Cases: Opportunities and Challenges. Academy of Management Journal, 50 (1): 25–32.

Eisenstadt, S.N. 1966. Modernization: Protest and Change. Englewood Cliffs, NJ: Prentice Hall.

Elango, B., & Patanik, C. 2011. Learning Before Making the Big Leap Acquisition Strategies of Emerging Market Firms. Management International Review, 51 (4): 461 - 481.

350

Erman, B. 2011. A new global status, a renewed national debate. The Globe and Mail, February 9: A1. Retrieved from LexisNexis database.

Erman, B., & McNish, J. 2011. THE VALUE OF TRADING PLACES. The Globe and Mail, February 12: B6. Retrieved from LexisNexis database.

Erman, B., & Perkins, T. 2011. Banks seek ways to block TMX deal; Group's options include counterbid for exchange operator; move could stymie LSE's plan for transatlantic merger. The Globe and Mail, May 5: B1. Retrieved from LexisNexis database.

Evans, M. 2010. Everywhere man was nowhere to be seen. The Age, October 27: 4. Retrieved from LexisNexis database.

Feindt, P.H., & Kleinschmit, D. 2011. The BSE Crisis in German Newspapers: Reframing Responsibility. Science as Culture, 20(2): 183-208.

Feltham, C. 2000. EMI hits high note as merger hopes rise. Daily Mail, September 20: 83. Retrieved from LexisNexis database.

Fenton, B., & Edgecliffe-Johnson, A. 2010. News Corp investors back BSkyB bid. Financial Times. Retrieved from http://www.ft.com, June 16.

Ferguson, A. 2010. ASX deal with Singapore runs into stiff resistance. Sydney Morning Herald, November 4: BUSINESS: 6. Retrieved from LexisNexis database.

Floris, M., Grant, D., & Cutcher, L. 2013. Mining the Discourse: Strategizing During BHP Billiton’s Attempted Acquisition of Rio Tinto. Journal of Management Studies, (50): 1185-1215.

Foucault, M. 1975. Discipline and Punish: the Birth of the Prison. New York: Random House.

Fox News. 2005. CNOOC Asks U.S. Committee to Review Unocal Bid. Retrieved from http://www.foxnews.com, July 1.

Friedland, R. 1999. When God Walks in History: The Institutional Politics of Religious Nationalism. International Sociology, 14: 301-319.

Friedland, R. 2001. Religious Nationalism and The problem of Collective Representation. Annual Review of Sociology, 27: 125-152.

Friedland, R. 2002. Money, Sex, and God: The Erotic Logic of Religious Nationalism. Sociological Theory, 20: 381-425.

351

Friedland, R., & Alford, R.R. 1991. Bringing Society Back In: Symbols, Practices, and Institutional Contradictions. In W.W. Powell, & P.J. DiMaggio (eds) The New Institutionalism in Organizational Analysis. Chicago: The University of Chicago Press.

Frith, B. 2010. Exchange merger reflects power shift to Asia-Pacific region. The Australian, October 26: 22. Retrieved from the LexisNexis database.

Frith, B. 2010. Pollies need to decide whether we swim in Asia or sink at home. The Australian, December 10: 20. Retrieved from the LexisNexis database.

Ganz, D.A., Koretz, B.K., Bail, J.K., et al. 2010. Nurse Practitioner Comanagement for Patients in an Academic Geriatric Practice. AMERICAN JOURNAL OF MANAGED CARE, 16 (12), E343-E355.

GeorgeWendtCFI. 2006. Re: Could I get your input on this? Retrieved from http://www.firehouse.com/forums/t79020-4-print/, February 21.

Goffman, E. 1963. Stigma: Notes on the management of spoiled identity. New York: Simon and Schuster.

Goodman, P.S. 2005. China Tells Congress To Back Off Businesses; Tensions Heightened by Bid to Purchase Unocal. The Washington Post, July 5: A01. Retrieved from the LexisNexis database.

Gray, T. 2005. Huge windfall for P&O shareholders: Christmas comes early for the UK ports and ferries group's backers thanks to a generous greetings card from Dubai group DP World. Lloyd's List, November 2: 3. Retrieved from the LexisNexis database.

Greene, G.J., Andrews, R., Kuper, L., et al. 2014. Intimacy, Monogamy, and Condom Problems Drive Unprotected Sex Among Young Men in Serious Relationships with Other Men: A Mixed Methods Dyadic Study. Archives of Sexual Behavior, 43 (1), 73-87.

Greenwood, J., & Critchley, B. 2011. Group makes $3.6-billion counterbid for TMX; Deflects 'monopoly' criticism; Caisse de dépôt part of consortium. The Gazette, May 16: A18. Retrieved from LexisNexis database.

Grice, A., & Morris, N. 2011. Panic in No 10 as the decision day for BSkyB takeover bid looms; Liberal Democrats increase pressure for deal to be blocked Politics. The Independent, July 7: 2. Retrieved from LexisNexis database.

352

Gubbi, S. R., Aulakh, P. S., Ray, S., Sarkar, M. B., & Chittoor, R. 2010. Do international acquisitions by emerging-economy firms create shareholder value? The case of Indian firms. Journal of International Business Studies, 41: 397-418.

Gulbrandsen, T. 2007. Elite Integration and Institutional Trust in Norway. Comparative Sociology, 6: 190–214.

Hallett, T., & Ventresca, M. 2006. Inhabited Institutions: Social Interactions and Organizational Forms in Gouldner’s Patterns of Industrial Bureaucracy. Theory and Society, 35 (2): 213-236.

Harzing, A. 2002. Acquisitions versus greenfield investments: international strategy and management of entry modes. Strategic Management Journal, 23 (3): 211–227.

Helm, T. 2011. Tory MPs press David Cameron for cabinet reshuffle. The Observer. Retrieved from http://www.theguardian.com, February 19.

Helm, T., & Boffey, D. 2011. Miliband will urge Commons to deliver death blow to Sky deal. The Observer, July 10: 2. Retrieved from LexisNexis database.

Hemlock, D. 2006. Ports Conflict Shifts Venues, Lauderdale Firm Maps U.S. Legal Challenge. Sun Sentinel. Retrieved from http://articles.sun-sentinel.com/2006-03- 07/business/0603060530_1_warren-eller-dubai-ports-world-eller-attorney, March 7.

Hennart, J. & Reddy, S.1997. The choice between mergers/acquisitions and joint ventures: The case of Japanese investors in the United States. Strategic Management Journal, 18(1):1–12.

Hennart, J. & Slangen, A.H.I. 2008. Do multinationals really prefer to enter culturally- distant countries through Greenfields than through acquisitions? The role of parent experience and subsidiary autonomy. Journal of International Business Studies, 39 (3): 472.

Holcomb, H. J. 2006. Arab firm's deal at U.S. ports raises concerns. The Philadelphia Inquirer, February 18: NATIONAL, A11. Retrieved from LexisNexis database.

Holland, B., Landry, C., & Taylor, G. 2005. House aims to derail China bid for U.S. oil company. Inside Energy with Federal Lands, July 4: 1. Retrieved from LexisNexis database.

353

Holmes, B. 2013. Hard days and nights: the final 147 days of the Gillard Government. Politics and Public Administration Section. Research Paper 2013-14, Parliament of Australia, Department of Parliamentary Services. Retrieved from http://parlinfo.aph.gov.au/parlInfo/search/display/display.w3p;query=Id%3A%22l ibrary%2Fprspub%2F2829454%22, November 8.

Hope, O., Thomas, W., & Vyas, D. 2011. The cost of pride: Why do firms from developing countries bid higher? Journal of International Business Studies, 42: 128–151.

Howlett, K., Perkins, T., & Robertson, G. 2011. Ontario lawmakers back TMX-LSE deal; Queen's Park committee supports merger; Industry Canada gets final say on controversial proposal. The Globe and Mail, April 14: B1. Retrieved from LexisNexis database.

Hudson, B. 2008. Against all odds: A consideration of core-stigmatized organizations. Academy of Management Review, U.S.A., 33, 1, 252-266.

Hudson, B. A., & Okhuysen, G.A. 2009. Not with a Ten-Foot Pole: Core Stigma, Stigma Transfer, and Improbable Persistence of Men's Bathhouses. Organization Science, 20 (1): 134-153.

Hulse, C., & Sanger, D.E. 2006. Coast Guard Had Concerns About Ports Deal, Papers Show. The New York Times. February 28: A15. Retrieved from LexisNexis database.

Hulse, C., & Timmons, H. 2006. Lawmakers Plan for New Security Reviews. The New York Times. March 3: A16. Retrieved from LexisNexis database.

Hurt, C., & Dinan, S. 2006. 'Intelligence gaps' in ports deal; Coast Guard unable to assess threat. The Washington Times. February 28: A01. Retrieved from LexisNexis database.

Hutzschenreuter, T., Voll, J.C., & Verbeke, A. 2011. The Impact of Added Cultural Distance and Cultural Diversity on International Expansion Patterns: A Penrosean Perspective. Journal of Management Studies, 48 (2): 305–329.

Jacki L., Sally B., Shelley A., David C. L., Bradene S., & Nancy A.P. 2013. The stages of driving cessation for people with dementia: needs and challenges. International Psychogeriatrics, 25:12, 2033–2046.

Jacobsson, K., & Löfmarck, E. 2008. A Sociology of Scandal and Moral Transgression: The Swedish `Nannygate' Scandal. Acta Sociologica, 51: 203.

354

Janes, A. 2007. AIA saga not over yet; Auckland Airport saga not over yet. The Press, July 24: 1. Retrieved from LexisNexis database.

Janes, A. 2007. Auckland sheikdown. The Dominion Post, July 28: 1. Retrieved from LexisNexis database.

Janes, A. 2007. Goff comments bring airport down with bump. The Dominion Post, August 7: 1. Retrieved from LexisNexis database.

Janes, A. 2007. Rival airport bid on its way; Canadian fund expected to fit the bill politically. The Dominion Post, July 25: 1. Retrieved from LexisNexis database.

Janes, A. 2007. Up to 8 bidders circling airport; DUBAI DEAL. The Dominion Post, July 24: 1. Retrieved from LexisNexis database.

Jenks, C. 2003. Transgression. New York: Routledge.

Johnston, E. 2011. Mergers pushing ASX deal. The Age, February 11: 5. Retrieved from LexisNexis database.

Johnston, E. 2011. ASX bid starts to hurt Singapore's profits. The Sydney Morning Herald, January 19: 3.

Johnston, E. 2011. Singapore finally walks from ASX bid. The Sydney Morning Herald. Retrieved from http://www.smh.com.au, April 8.

Kaplan, E. 2006. Q&A: The UAE purchase of American port facilities. Council on Foreign Relations. Retrieved from http://www.cfr.org/border-and-port- security/uae-purchase-american-port-facilities/p9918, February 23.

Karon, T., & Waller, D. 2006. Who's Behind the Dubai Company in U.S. Harbors? Time. Retrieved from http://content.time.com/time/nation/article/0,8599,1161466,00.html, February 20.

Kelly, M. 2000. Deal That Breaks the Sounds Barrier; Interner Editor Matt Kelly on the EMI-Warner Merger—and How IT Changes the Music Industry Forever. The Mirror, January 25: 6. Retrieved from LexisNexis database.

Kerin, J., & Liondis, G. 2010. Gillard calls for level heads on ASX bid. Australian Financial Review, November 1: 42. Retrieved from LexisNexis database.

355

Kiladze, T. 2011. Maple Group waves flag right down to the finish line; Canadian consortium on a last-stretch public relations blitz to convince shareholders to back bid for TMX Group. The Globe and Mail, June 25: B3. Retrieved from LexisNexis database.

Kiladze, T. 2011. Maple's next stop: Ottawa; With the LSE Group out of the picture, the consortium now has to win over the Competition Bureau. The Globe and Mail, June 30: B1. Retrieved from LexisNexis database.

Kiladze, T. 2011. TMX-LSE Group deal wins backing of heavyweights; Eleven financial executives sign letter expressing concern that Maple Group's hostile bid would create 'national monopoly'. The Globe and Mail, June 28: B3. Retrieved from LexisNexis database.

King, N. Jr., & Hitt, G. 2006. Small Florida Firm Sowed Seed of Port Dispute: Eller's Suits and Lobbying Lie Behind Dubai Furor; Approval Delayed in U.K. The Wall Street Journal. Retrieved from http://online.wsj.com/news/articles/SB114105320594384271, February 28.

Kirkup, J. 2010. Coalition government angers Right-wing Conservatives. The Telegraph. Retrieved from http://telegraph.co.uk, May 13.

Kogut, B., & Singh, H. 1988. The effect of national culture on the choice of entry mode. Journal of International Business Studies, 19 (3): 411-432.

Kornblut, A.E. 2006. Scramble to Back Port Deal: Making of Political Disaster. The New York Times, February 25: 10. Retrieved from LexisNexis database.

Korporaal, G. 2010. ASX uncertainty to linger: Argo chief. The Australian, October 28: 24. Retrieved from LexisNexis database.

Kostova, T. 1997. Country institutional profile: Concept and measurement. Proceedings of the Academy of Management: 180-184.

Kostova, T. 1999. Transnational Transfer of Strategic Organizational Practices: A Contextual Perspective. The Academy of Management Review, 24:308-324.

Kostova, T., & Roth, K. 2002. Adoption of an Organizational Practice by Subsidiaries of Multinational Corporations: Institutional and Relational Effects. Academy of Management Journal, (45): 215-233.

Kostova, T., & Zaheer, S. 1999. Organizational legitimacy under conditions of complexity: The case of the multinational enterprise. The Academy of Management Review, 24: 64–81.

356

Kostova, T., Roth, K., & Dacin, M. T. 2008. Institutional Theory in the Study of Multinational Corporations: A Critique and New Directions. The Academy of Management Review, 33: 994-1006.

Krug J. A., & Hegarty W.H. 1997. Post-acquisition turnover among US top management teams: an analysis of the effects of foreign v. domestic acquisitions of US targets. Strategic Management Journal, 18 (8): 667-675.

Krug J. A., & Hegarty W.H. 2001. Predicting who stays and leaves after an acquisition: a study of top managers in multinational firms. Strategic Management Journal, 22 (2): 185–196.

Kuhnhenn, J. 2006. Bush fights to stem tide against port deal; Lawmakers from both parties moved to block the sale, backed by polls that strongly oppose it. The Philadelphia Inquirer, March 9: A04. Retrieved from LexisNexis database.

Kuhnhenn, J. 2006. Dubai firm backs off on ports. The Philadelphia Inquirer, March 10: A01. Retrieved from LexisNexis database.

Kuhnhenn, J. 2006. UAE boycott role raises port concerns; The Anti-Defamation League sided with foes of the deal, citing the Arab League's anti-Israel action. The Philadelphia Inquirer, March 1: A02. Retrieved from LexisNexis database.

Kuhnhenn, J., & Douglas, W. 2006. Congress may add limits on foreign ownership; Some lawmakers want to ban deals involving security. Others want power to block deals. The Philadelphia Inquirer, March 3: A04. Retrieved from LexisNexis database.

Kyte, D.G., Draper, H., Ives, J., et al. 2013. Patient Reported Outcomes (PROs) in Clinical Trials: Is 'In-Trial' Guidance Lacking? A Systematic Review. PLOS ONE, April 1: 8 (4): e60684.

Landis, R.J., & Koch, G.G. 1977.The measurement of observer agreement for categorical data. Biometrics, 33, 159-174.

Lawrence, T.B. 2008. Power, Institutions and Organizations. In The Handbook of Organizational Institutionalism, Royston Greenwood, Christine Oliver, Kerstin Sahlin-Andersson and Roy Suddaby (eds). London: Sage Publications. pp. 170- 197.

Lawrence, T.B., Suddaby, R., & Leca, B. (Eds.). 2009. Institutional work: Actors and agency in institutional studies of organizations. Cambridge University Press.

357

Lawrence, T.B. & Suddaby, R. 2006. Institutions and institutional work. In S.R. Clegg, C. Hardy, T., B. Lawrence, & W.R. Nord (Eds.) Handbook of organization studies, 2nd Edition: 21 5-254. London: Sage.

Layder, D. 1998. Sociological Practice: Linking Theory and Social Research. Thousand Oaks, California: Sage Publications.

Lee, D., & Douglass, E. 2005. Chinese Drop Takeover Bid for Unocal. Los Angeles Times. Retrieved from http://www.latimes.com, August 3.

Leno, J. (Producer). 2006. The Tonight Show with Jay Leno (Television Broadcast). New York City, NY: NBC, February 13-24.

Lester, W. 2006. Criticism mounts over Dubai plan to take over U.S. Ports. The Seattle Times. Retrieved from http://community.seattletimes.nwsource.com, February 20.

Lewis, I. 2010. Comment: The news we need: For the sake of our democracy, News Corp's bid for BSkyB must be scrutinised by Ofcom. The Guardian, November 4: 34. Retrieved from LexisNexis database.

Lindsay, M.D. 2008. Evangelicals in the Power Elite: Elite Cohesion Advancing a Movement. American Sociological Review, 73 (1): 60-82.

Lindsay, R. 2000. JURY IS OUT ON EMI'S DECISION TO JOIN FORCES. Birmingham Post, January 25: 22. Retrieved from LexisNexis database.

Liondis, G. 2010. ASX hints at changes to the deal. Australian Financial Review, November 3: 50. Retrieved from LexisNexis database.

Liondis, G. 2010. CEOs split over Singapore takeover. Australian Financial Review, October 29: 53. Retrieved from LexisNexis database.

Liondis, G. 2011. Singapore refuses to back off over ASX. Australian Financial Review, January 19: 38. Retrieved from LexisNexis database.

Liondis, G. 2011. Staking a claim on ownership. Australian Financial Review, February 17: 25. Retrieved from LexisNexis database.

Liondis, G., & Crowe, D. 2010. ASX bid faces political hurdles; Singapore Exchange offers $8.4bn; National interest concerns; Pan- Asian aspirations. Australian Financial Review, October 26: 1. Retrieved from LexisNexis database.

358

Liondis, G., & Crowe, D. 2010. Emerson says ASX proposal deserves a fair go. Australian Financial Review, October 30: 3. Retrieved from LexisNexis database.

Liondis, G., & Crowe, D. 2011. Singapore gives ground in ASX bid. Australian Financial Review, February 16: 1. Retrieved from LexisNexis database.

Liondis, G., & Kehoe, J. 2010. Emerson says ASX proposal deserves a fair go. Australian Financial Review, December 16: 3. Retrieved from LexisNexis database.

Liondis, G., Crowe, D., & Ludlow, M. 2011. SGX takeover 'the first step'. Australian Financial Review, February 18: 50. Retrieved from LexisNexis database.

Lipton, E., & Sanger, D.E. 2006. Officials Say Port Company Faces More Intensive Review. The New York Times, March 4: A10. Retrieved from LexisNexis database.

Lister, D. 2000. EMI optimistic over salvaging Time venture. The Times, September 16: Business. Retrieved from LexisNexis database.

Lister, D. 2000. EMI seeks to mollify EU over Time Warner. The Times, September 2: Business. Retrieved from LexisNexis database.

Lister, D. 2000. EMI steps up efforts to gain EU approval. The Times, September 18: Business. Retrieved from LexisNexis database.

Lister, D. 2000. EU scrutinises EMI venture. The Times, June 9: Business. Retrieved from LexisNexis database.

Lister, D., & Ayres, C. 2000. EMI investors threaten to block Time deal. The Times, September 30: Business. Retrieved from LexisNexis database.

Lohr, S. 2005. Unocal Bid Denounced at Hearing. The New York Times. Retrieved from http://www.nytimes.com, July 14.

Lundie, Rob. 2010. 2010 Federal Election & Results: Gillard Government. Parliament of Australia Politics and Public Administration Section. Retrieved from http://www.aph.gov.au/About_Parliament/Parliamentary_Departments/Parliament ary_Library/pubs/BriefingBook43p/2010federalelection, October 12.

Magnusson, J. 2007. Mindful Economics: How the U.S. Economy Works, Why it Matters, and How It Could Be Different. New York, NY: Seven Stories Press, Kindle Edition.

359

Main, A. 2011. SGX tries to calm national concerns. The Australian, February 16: 31. Retrieved from LexisNexis database.

Management Today. 2000. EMI Faces the music: If the merger with Time Warner's music division succeeds, this great British institution will lose its independence. Should we cry? It has a tumultuous past - the US shutout, the awkward pairing with Thorn, the blown Seagram deal. Retrieved from http://www.managementtoday.co.uk/news/412275/emi-faces-music-merger-time- warners-musicdivision-succeeds-great-british-institution-will-lose- itsindependence-cry-tumultuous-past---us-shutoutthe-awkward-pairing-thorn- blown-seagram-deal---bu/?DCMP=ILC-SEARCH, March 1.

Markides, C.C., & Ittner, C.D. 1994. Shareholder Benefits from Corporate International Diversification: Evidence from U.S. International Acquisitions. Journal of International Business Studies, 25 (2): 343-366.

McCarthy, J.D., & Zald, M.N. 1977. Resource Mobilization and Social Movements: A Partial Theory. American Journal of Sociology, 82 (6): 1212-1241.

McGeehan, P. 2006. Despite Fears, a Dubai Company Will Help Run Ports in New York. The New York Times. February 17: B5. Retrieved from LexisNexis database.

McGeehan, P. 2006. Port Agency to Break Lease In Bid to Block Dubai Sale. The New York Times. February 24: A16. Retrieved from LexisNexis database.

Meyer, C.B., & Altenborg, E. 2008. Incompatible Strategies in International Mergers: The Failed Merger between Telia and Telenor. Journal of International Business Studies, 39 (3): 508-525.

Mezias, J.M. 2002. Identifying liabilities of foreignness and strategies to minimize their effects: The case of labor lawsuit judgments in the United States. Strategic Management Journal, 23: 299-244.

MIKEYLIKESIT. 2006. Re: Calling George Wendt!!!!!!!!!! Could I get your input on this? Retrieved from http://www.firehouse.com/forums/t79020-print/, February 21.

Miller, S.A., & Ward, J. 2006. Ehrlich seeks to delay Arab deal on port; Pataki, Menendez, Hillary also oppose Dubai firm. The Washington Times, February 21: A01. Retrieved from LexisNexis database.

Miller, S.R., & Parkhe, A. 2002. Is there a liability of foreignness in global banking? An empirical test of banks' X-efficiency. Strategic Management Journal, 23: 55-75.

360

Moore, F. 2011. Holistic ethnography: Studying the impact of multiple national identities on post-acquisition organizations. Journal of International Business Studies, 42: 654–671.

Morosini, P., Shane, S., & Singh, H. 1998. National Cultural Distance and Cross-Border Acquisition Performance. Journal of International Business Studies, 29 (1): 137-158.

Mosca, G. 1939. The Ruling Class. New York: McGraw-Hill.

Mtar, M. 2010. Institutional, Industry and Power Effects on Integration in Cross-border Acquisitions. Organization Studies, 31(8): 1099-1127.

Muehlfeld, K., Sahib, P. R., & van Witteloostuijn, A. 2012. A contextual theory of organizational learning from failures and successes: a study of acquisition completion in the global newspaper industry, 1981-2008. Strategic Management Journal, 33 (8): 938-964.

Murphy, K. 2010. Economic factors to tip ASX issue. The Age, October 28: 9. Retrieved from LexisNexis database.

Murphy, K. 2010. Opposition to be briefed as stock exchange bid teeters. The Age, October 29: 6. Retrieved from LexisNexis database.

Nadoska, A., & Barkema, H.G. 2007. Learning to internationalise: the pace and success of foreign acquisitions. Journal of International Business Studies, 38: 1170– 1186.

NBCNews.com. 2005. China’s CNOOC drops bid for Unocal. Retrieved from htttp://www.nbcnews.com

Neate, R. 2010. Murdoch: block us and we'll go abroad. The Daily Telegraph, November 18: 3. Retrieved from LexisNexis database.

Ng, L., & Cheng, W.-G. 2005. Cnooc Drops $18.5 Bln Unocal Bid Amid U.S. Opposition. Bloomberg. Retrieved from http://www.bloomberg.com, August 2.

Notteboom, T., & J-P Rodrigue. 2011. Emerging Global Networks in the Container Terminal Operating Industry: 243-270. In T. Notteboom (ed) Current Issues in Shipping, Ports and Logistics. Brussels: Academic & Scientific Publishers.

O’Connell, A. 2000. Pioneer with long record of creating pop stars. The Times, January 24: Business. Retrieved from LexisNexis database.

361

Oden, N.L. 1991. Estimating kappa from binocular data. Statist. Med., 10, 1303-1311.

Orol, R. 2005. A move to block CNOOC's bid. The Deal. Retrieved from http://www.thedeal.com, June 29.

Orol, R. 2005. Senate approves another anti-CNOOC measure. The Deal. Retrieved from http://www.thedeal.com, July 21.

O'Sullivan, F. 2007. Politicking may sink deal. The New Zealand Herald, August 8: NEWS; General. Retrieved from LexisNexis database.

Overby, P. 2006. Lobbyist's Last-Minute Bid Set Off Ports Controversy. Radio Session at National Public Radio. Text Retrieved from http://www.npr.org/templates/story/story.php?storyId=5252263, March 8.

Pareto, V. [1901] 1968. The Rise and Fall of Elites. New York: Bedminster Press.

Peake, R. 2010. Opponents hit out at ASX takeover plan. Canberra Times, November 1: 1. Retrieved from LexisNexis database.

Perkins, T. & Robertson, G. 2011. In TMX battle, Maple waves the flag; Canadian group pitches bid for TSX owner to shareholders, launches proxy fight to defeat London Stock Exchange offer. The Globe and Mail, June 14: B3. Retrieved from LexisNexis database.

Perkins, T. 2011. Maple Group increases offer for TMX. The Globe and Mail, June 23: A10. Retrieved from LexisNexis database.

Pincus, W. 2006. U.S. Intelligence Agencies Backed Dubai Port Deal. The Washington Post. February 25: A04. Retrieved from LexisNexis database.

Poole, C. 2005. CNOOC's sets sights on Unocal. The Deal. Retrieved from http://www.thedeal.com, June 27.

Poole, C., Block, D., & Waide, P. 2005. CNOOC moves toward Unocal. The Deal. Retrieved from http://www.thedeal.com, June 24.

Pratley, N. 2010. Viewpoint: Cable merely cost Murdoch a few quid. The Guardian, December 23: 21. Retrieved from LexisNexis database.

Prince, R. 2000. POUNDS 12BN EMI DEAL CREATES WORLD'S BIGGEST GROUP; STARS COME TOGETHER IN MUSIC MERGER. The Mirror, January 24: 12. Retrieved from LexisNexis database.

362

Quigley, D.D., Martino, S.C., Brown, J.A., et al. 2013. Evaluating the Content of the Communication Items in the CAHPS(A (R)) Clinician and Group Survey and Supplemental Items with What High-Performing Physicians Say They Do. Patient, 6 (3), 169-177.

Ragozzino, R. 2009. The Effects of Geographic Distance on the Foreign Acquisition Activity of U.S. Management International Review, 52: 509-535

Ramstack, T., & Hudson, A. 2006. Dubai firm would be 3rd-largest ports operator. The Washington Times, February 22: A01. Retrieved from LexisNexis database.

Rao, H., & Giorgio, S. 2006. Code Breaking How Entrepreneurs Exploit Cultural Logics To Generate Institutional Change. Research in Organizational Behavior, 27: 269–304.

Reece, D. 2011. News Corp should put its BSkyB bid on hold during hacking investigation. The Daily Telegraph, July 7: 2. Retrieved from LexisNexis database.

Reuer, J.J., Shenkar, O., & Ragozzino, R. 2004. Mitigating Risk in International Mergers and Acquisitions. Journal of International Business Studies, 35(1): 19-32.

Reus, T.H., & Lamont, B.T. 2009. The double-edged sword of cultural distance in international acquisitions. Journal of International Business Studies, 40: 1298- 1316.

Riad, S., & Vaara, E. 2011. Varieties of National Metonymy in Media Accounts of International Mergers and Acquisitions. Journal of Management Studies, 48 (4): 737–771.

Robinson, J. 2010. Coalition: Media wars: An own goal to dismay critics of News Corp's BSkyB bid. The Guardian, December 22: 6. Retrieved from LexisNexis database.

Robinson, W.I. 2003. Transnational Conflicts: Central America, Social Change and Globalization. New York: Verso.

Robinson, W.I. 2012. Global Capitalism Theory and the Emergence of Transnational Elites. Critical Sociology, 38 (3): 349-363.

Ross, T. 2010. Church hits out at News Corp bid; Church opposes News Corp's bid. The Daily Telegraph, November 23: 1-2. Retrieved from LexisNexis database.

Ruckman, K. 2005. Technology Sourcing through Acquisitions: Evidence from the US Drug Industry. Journal of International Business Studies, 36 (1): 89-103.

363

Rudman, B. 2007. Sell the shares and have fun with the money. The New Zealand Herald, August 8: BUSINESS; General. Retrieved from LexisNexis database.

Rushton, K., & Armitstead, L. 2011. Calls for James Murdoch exit over Sky fiasco. July 14: 1. Retrieved from LexisNexis database.

Sabbagh, D. 2010. British media join forces against Murdoch takeover of BSkyB. The Guardian. Retrieved from http://www.theguardian.com, October 11.

Sabbagh, D. 2011. Rupert Murdoch rolls up his sleeves as he confronts phone-hacking scandal. The Guardian. Retrieved from http://www.theguardian.com, January 26.

Saka-Helmhout, A., & Geppert, M. 2011. Different Forms of Agency and Institutional Influences within Multinational Enterprises. Management Interview Review, (51): 567-592.

Saldaña, J. 2010. The Coding Manual for Qualitative Researchers. Thousand Oaks, California: SAGE Publications, Kindle Edition.

Sanger, D.E. 2006. Under Pressure, Dubai Company Drops Port Deal. The New York Times. Retrieved from http://www.nytimes.com/2006/03/10/politics/10ports.html?pagewanted=all, March 10.

Sanger, D.E., & Lipton, E. 2006. BUSH WOULD VETO ANY BILL HALTING DUBAI PORT DEAL. The New York Times. February 22: A1. Retrieved from LexisNexis database.

Sarala, R.M., & Vaara, E. 2010. Cultural differences, convergence, and crossvergence as explanations of knowledge transfer in international acquisitions, Journal of International Business Studies, 41 (8): 1365-1390.

Sawer, P., & Cooper, T. 2000. EMI Mega Deal Puts CD’s Future On-Line. The Evening Standard, January 24: 19. Retrieved from LexisNexis database.

Scheuner, M.T., de Vries, H., Kim, B., et al. 2009. Are electronic health records ready for genomic medicine? Genetics in Medicine, 11 (7), 510-517.

Schneiberg, M., & Lounsbury, M. 2008. Social Movements and Institutional Analysis: 650-672. In The Handbook of Organizational Institutionalism, Royston Greenwood, Christine Oliver, Kerstin Sahlin-Andersson and Roy Suddaby (eds). London: Sage Publications.

364

Schneiberg, M., King, M., & Smith, T. 2008. Social Movements and Organizational Form: Cooperative Alternatives to Corporations in the American Insurance, Dairy, and Grain Industries. American Sociological Review, 73: 635-667.

Schouten, H.J.A. 1993. Estimating kappa from binocular data and comparing marginal probabilities. Statist. Med., 12, 2207-2217.

Schumer, C. & King, P. 2006. Where’s common sense? USA Today. Retrieved from http://usatoday30.usatoday.com/news/opinion/editorials/2006-02-22-debate- oppose_x.htm, February 22.

Schumer, C. 2006. Schumer and King: Statements by Dubai Ports CEO Raise Serious Questions about Company’s Suitability to Operate Major U.S. Ports [Press Release]. Retrieved from http://www.schumer.senate.gov/new_website/record.cfm?id=259475, March 7.

Senator Charles Schumer. 2010. Senator Charles Schumer’s personal website presents information on his political career, issues he is engaged in, his publicized documents and public appearances. http://www.schumer.senate.gov, first accessed January 2010.

Seo, M., & Creed, W. E. D. 2002. Institutional Contradictions, Praxis, and Institutional Change: A Dialectical Perspective. The Academy of Management Review, 27 (2): 222-247.

Seth, A., Song, K.P., & Pettit, R. 2000. Synergy, Managerialism or Hubris? An Empirical Examination of Motives for Foreign Acquisitions of U.S. Firms. Journal of International Business Studies, 31(3): 387-405.

Seth, A., Song, K.P., & Pettit, R. 2002. Value creation and destruction in cross-border acquisitions: an empirical analysis of foreign acquisitions of U.S. firms. Strategic Management Journal, 23 (10): 921–940.

Shecter, B. 2011. Dealer group backs TMX-LSE;Maple bid would create 'national monopoly'. National Post's Financial Post & FP Investing, June 28: FP1. Retrieved from LexisNexis database.

Shecter, B. 2011. Future of TMX up in the air; Merger deal with LSE collapses; Paves the way for the hostile Maple bid to be turned into a friendly negotiation. The Gazette, June 30: B1. Retrieved from LexisNexis database.

Shecter, B. 2011. LSE-TMX deal gets key support; Vote set for June 30. National Post's Financial Post & FP Investing, June 24: FP1. Retrieved from LexisNexis database.

365

Shecter, B. 2011. Maple expanding ranks for TMX bid; GMP, Manulife ready in wings. National Post's Financial Post & FP Investing, June 8: FP4. Retrieved from LexisNexis database.

Shecter, B. 2011. Maple Group eyes holygrail of clearing financial instruments; Group ramps up campaign to unseat LSE. National Post's Financial Post & FP Investing, June 25: FP6. Retrieved from LexisNexis database.

Shecter, B. 2011. TMX shareholders lukewarm to bid. The Gazette, May 27: B2. Retrieved from LexisNexis database.

Shecter, B. 2011. TMX/LSE tie-up gets grilled; CEOs under gun at hearing. National Post's Financial Post & FP Investing, March 3: FP1. Retrieved from LexisNexis database. Shecter, B., & Greenwood, J. 2011. Trio of big banks to oppose TMX deal; 'Selling out'. National Post, March 9: A1. Retrieved from LexisNexis database.

Shecter, B., & Vieira, P. 2011. Partners try to sell 'merger of equals'. National Post's Financial Post & FP Investing, February 10: FP1. Retrieved from LexisNexis database.

Simon, B. 2006. Re: To Those Who Support The UAE Ports Deal: Are you willing to stake your life on it? Retrieved from http://politicalvine.com/politicalrumors/odds-and-ends/uae-ports-bad-idea-for- america/, February 28.

Smith, B. 2006. Dubai or Not Dubai: Chuck On Killed Deal. The New York Observer. Retrieved from http://observer.com, March 20.

Snow, D.A., Rochford, E.B., Worden, S.K., & Benford, R.D. 1986. Frame alignment processes, micromobilization and movement participation. American Sociological Review, 51:464-81.

Soule, S. A., & King, B. 2006. The Stage of the Policy Process and the Equal Rights Amendment, 1972–1982. American Journal of Sociology, 6:1871–1909.

Soule, S. A., & Olzak, S. 2004. When Do Movements Matter? The Politics of Contingency and the Equal Rights Amendment. American Sociological Review, 69:473–97.

Stahl, G.K., & Voigt, A. 2008. Do Cultural Differences Matter in Mergers and Acquisitions? A Tentative Model and Examination. Organization Science, 19 (1):160-176.

366

Stallybrass, P. & White, A. 1986. The Politics and Poetics of Transgression. Cornell University Press: Ithaca.

Suchman, M.C. 1995. Managing Legitimacy: Strategic and Institutional Approaches. Academy of Management, 20 (3): 571-610.

Suddaby, R., & Greenwood, R. 2005. ‘Rhetorical strategies of legitimacy’. Administrative Science Quarterly, 50, 35–67.

Sunday Express. 2000. EMI INVESTORS SEEK TO DELAY MERGER WITH WARNER MUSIC. June 25. Retrieved from LexisNexis database.

Sweney, M. 2010. News Corp courts BSkyB board with improved offer. The Guardian. Retrieved from http://www.theguardian.com, June 15.

Sweney, M. 2011. Sky takeover: Hunt gives News Corp green light to launch £8bn bid for BSkyB: Opponents brand Britain's biggest media merger a 'complete whitewash' that will give Rupert Murdoch too much control. The Guardian, March 4: 2. Retrieved from LexisNexis database.

Taber, J. 2011. TMX merger debate heats up as Ottawa to decide on review. The Globe and Mail, February 14: A1. Retrieved from LexisNexis database.

Taylor, P. 2010. Hurdles to clear for ASX takeover. Courier Mail, October 26: 24. Retrieved from LexisNexis database.

Teleki, S. S., Kanouse, D.E., Elliott, M.N., Hiatt, L., de Vries, H., & Quigley, D.D. 2007. Understanding the reporting practices of CAHPS sponsors. Health Care Financing Review, 28 (3): 1–14.

Thapar, N. 2000. EMI is hitting the right note; financial mail. Mail on Sunday, January 16: 15. Retrieved from LexisNexis database.

The Dominion Post. 2007. Air NZ opposes Dubai buying airport. July 28: 1. Retrieved from LexisNexis database.

The Dominion Post. 2007. Deal could increase airfare wars. July 27: 1. Retrieved from LexisNexis database.

The Dominion Post. 2007. Infratil share buy hits Dubai bid. August 17: 2. Retrieved from LexisNexis database.

The Evening Standard. 2011. BSKYB DEAL IS NOT IN THE PUBLIC INTEREST. March 3. Retrieved from LexisNexis database.

367

The Gazette. 2011. Desjardins joins Maple to boost bid for TMX. June 13: A18. Retrieved from LexisNexis database.

The Gazette. 2011. Maple Group's bid gains momentum. June 8: B3. Retrieved from LexisNexis database.

The Gazette. 2011. TMX deal passes regulatory hurdle. June 4: C3. Retrieved from LexisNexis database.

The Guardian. 2000. Riding the gravy train; Where do the artists figure in EMI's merger with AOL-Time Warner? Adam Sweeting on how stockbroking is the new rock'n'roll. January 28: 14. Retrieved from LexisNexis database.

The Herald. Poll shows opposition to BSkyB takeover. December 28: 7. Retrieved from LexisNexis database.

The Independent. 2000. Brussels Hurdle for Time Warner. June 15: 21. Retrieved from LexisNexis database.

The Independent. 2000. EMI BANKS ON BRUSSELS APPROVAL. June 9: 18. Retrieved from LexisNexis database.

The Independent. 2000. Market Report: EMI Investors Sense Some Discord in Warner. March 17: 25. Retrieved from LexisNexis database.

The Independent. 2000. Objections to EMI Merger Outlined. August 23: 14. Retrieved from LexisNexis database.

The Independent. 2000. OUTLOOK: WRONG NOTE AS MUSIC JOINS CONSOLIDATION CRAZE. January 25: 17. Retrieved from LexisNexis database.

The New York Times. 2006. Schumer, a Defender of Wall St., Reaps Benefits. Retrieved from http://dealbook.nytimes.com/2008/12/15/schumer-a-defender-of-wall-st- reaps-benefits/, December 15.

The New Zealand Herald. 2007. Auckland Airport deal 'could be off'. August 31: BUSINESS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. City to lock away its airport shares. September 3: NEWS; General. Retrieved from LexisNexis database.

368

The New Zealand Herald. 2007. Crow flies solo on Dubai's airport takeover bid. July 25: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Ditched Dubai deal all in the timing. September 1: BUSINESS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Dubai's airport bid 'may worry Australia'. July 24: BUSINESS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Editorial: Fear has no place in airport sale. July 25: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Editorial: Rethink on airport sale is needed. September 4: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Editorial: Wrong time for airport politicking. August 7: BUSINESS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Goff's rebuff another blow to airport sale. August 6: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Greens draft bill to keep airport in New Zealand hands. August 1: BUSINESS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Peters links airport sale to security. July 25: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Residents hold key to $2.9b sale of airport. July 24: BUSINESS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Sultan took peep at Ports. July 24: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Super fund stake may shut out airport bid. August 17: NEWS; General. Retrieved from LexisNexis database.

The New Zealand Herald. 2007. Your Views: Should we sell Auckland airport to Dubai? July 24: NEWS; General. Retrieved from LexisNexis database.

The Press. 2007. Air New Zealand: Airport sale opposed. July 28: 2. Retrieved from LexisNexis database.

The Seattle Times. 2006. Bipartisan effort forcing showdown over port operation. Retrieved from http://community.seattletimes.nwsource.com, March 9.

369

The Toronto Star. 2011. Ontario to back TMX sale, sources say; But government committee's recommendation of $3.2B purchase by London group has conditions. April 14: B8. Retrieved from LexisNexis database.

The Toronto Star. 2011. Takeover bid by Maple rejected; Exchange board cites debt load, regulatory risks in its decision. May 21: B2. Retrieved from LexisNexis database.

The Toronto Star. 2011. TMX called 'far more' than strategic asset; CIBC's Prentice wants clear safeguards. March 9: B2. Retrieved from LexisNexis database.

The Toronto Star. 2011. Toronto, London exchanges eye merger; New company would be leading trade venue for mining, energy stocks. February 9: A1. Retrieved from LexisNexis database.

The Washington Times. Chertoff unaware of ports deal until after OK. 2006. Retrieved from http://www.washingtontimes.com, February 24.

The West Australian. 2010. ASX bid has Libs, Greens uneasy. October 27: 18. Retrieved from LexisNexis database.

Timmons, H. 2006. Dubai Wins Bidding Battle for P.& O. The New York Times. Retrieved from http://www.nytimes.com/2006/02/11/business/worldbusiness/11port.html?_r=0, February 11.

Tocqueville, A. [1856] 1998. The Old Regime and the Revolution. Translated by A.S. Kahan. Chicago, IL: University of Chicago Press.

Tomesco, F. 2011. Quebec backs Maple bid for TMX over LSE. National Post's Financial Post & FP Investing, June 15: FP6. Retrieved from LexisNexis database.

Tooher, P. 2000. BOARDROOM ROW ROCKS EMI MERGER. Sunday Express, January 30. Retrieved from LexisNexis database.

Turner, R. 1970. Family Interaction. New York: John Wiley & Sons.

U.S. Department of the Treasury. 2010. U.S. Department of the Treasury, Resource Center provides descriptive and explanatory information on The Committee on Foreign Investment in the United States (CFIUS). http://www.treasury.gov/resource-center/international/Pages/Committee-on- Foreign-Investment-in-US.aspx, first accessed January 2010.

370

United States Senate Committee on Banking, Housing and Urban Affairs. 2005. Hearings: A Review of The CFIUS Process for Implementing The Exon-Florio Amendment. Washington, DC: U.S. Government. Retrieved from http://www.banking.senate.gov/public/index.cfm?Fuseaction=Hearings.Hearing& Hearing_ID=8035955f-c9cb-446d-bfa2-0c606027f56a, October 6.

Uren, D. 2010. Battlelines drawn as independents vow to fight ASX deal. The Australian, October 29: 5. Retrieved from LexisNexis database.

Uren, D., & Callick, R. 2010. MPs TURN ON $8BN SINGAPORE TAKEOVER ASX merger in political crossfire. The Australian, October 27: 1.Retrieved from LexisNexis database.

US Fed News. 2006. White House Issues Fact Sheet Regarding Committee on Foreign Investment in U.S. Process, DP World Transaction. February 22. Retrieved from LexisNexis database.

Usborne, D. 2000. EU Inquiry Into EMI/Warner Deal to Consider Internet Competition. The Independent, June 15: 21. Retrieved from LexisNexis database.

Vaara, E. 2003. Post-acquisition Integration as Sensemaking: Glimpses of Ambiguity, Confusion, Hypocrisy, and Politicization. Journal of Management Studies, 40 (4): 859-894.

Vaara, E., & Tienari, J. 2002. ‘Justification, legitimization and naturalization of mergers and acquisitions: a critical discourse analysis of media texts’. Organization, 9, 275–304.

Vaara, E., & Tienari, J. 2008. ‘A discursive perspective on legitimation strategies in multinational corporations’. Academy of Management Review, 33, 985–93.

Vaara, E., & Tieri, J. 2011. On the Narrative Construction of Multinational Corporations: An Antenarrative Analysis of Legitimation and Resistance in a Cross-Border Merger. Organization Science, 22 (2): 370-390.

Van Bommel, K., & Spicer, A. 2011. Hail the Snail: Hegemonic Struggles in the Slow Food Movement. Organization Studies, 32 (12): 1717-1744.

Van den Bergh, R. 2007. Don't sell airport says Peters; Dubai Aerospace offers $2.6 billion. The Dominion Post, July 24: 1. Retrieved from LexisNexis database.

Van den Bergh, R. 2007. Dubai's global shopping spree. The Dominion Post, July 28: 3. Retrieved from LexisNexis database.

371

Van den Bergh, R. 2007. Global hub on the cards. The Press, July 24: 3. Retrieved from LexisNexis database.

Van Leeuwen, T., & Wodak, R. 1999. Legitimizing Immigration Control: A Discourse- Historical Analysis. Discourse Studies, 1(1): 83-118.

Van Praet, N. 2011. TMX's tough sell in Montreal; Kloet, Rolet try to dispel worries over Quebec jobs. National Post's Financial Post & FP Investing, June 16: FP1. Retrieved from LexisNexis database.

Vaughan, G. 2007. Airport bid stirs takeover controversy. The Dominion Post, July 25: 2. Retrieved from LexisNexis database.

Villinger, R. 1996. Post-acquisition Managerial Learning in Central East Europe. Organization Studies, 17 (2):181-206.

Wachman, R., Wearden, G., & Treanor, J. 2011. Front: Phone-hacking scandal: Murdoch shares tumble as investors take fright: Fears over deal for BSkyB wipes £600m off its value Jitters on Wall Street also hit News Corp share price. The Guardian, July 8: 10. Retrieved from LexisNexis database.

Waide, P. 2005. CNOOC bids $18.5B for Unocal. The Deal. Retrieved from http://www.thedeal.com, June 23.

Waldie, P. 2011. TMX lobbyist is same one BHP used in failed bid for Potash. The Globe and Mail, February 18: A6. Retrieved from LexisNexis database.

Wall Street Journal Abstracts. 2007. In Brief—Dubai Aerospace Makes Bid for Auckland Airport. July 23: 9. Retrieved from LexisNexis database.

Walling, A.M., Asch, S.M., Lorenz, K.A., et al. 2010. The Quality of Care Provided to Hospitalized Patients at the End of Life. Archives of Internal Medicine, 170 (12), 1057-1063.

Watkins, T. 2007. Powers invoked for airport sale. The Dominion Post, July 25: 2. Retrieved from LexisNexis database.

Watson, R., Savage, M., & Asthana, A. 2011. Minister ruling on BSkyB takeover praises MP for hacking campaign. The Times, July 12: 7. Retrieved from LexisNexis database.

Watt, N., & Sabbagh, D. 2011. PM met Murdoch chief after stripping Cable of BSkyB power. The Guardian, January 20: 9. Retrieved from LexisNexis database.

372

Watt, N., Robinson, J., & Sabbagh, D. 2011. Front: The day the prime minister was forced to act on phone hacking: Inquiry pledge, but Cameron and Clegg at odds: Ministers resist delay to Murdoch BSkyB takeover. The Guardian, July 7: 1. Retrieved from LexisNexis database.

WebProNews. 2005. CNOOC Sees Chevron Unocal Bid As Too Low. Retrieved from http://www.webpronews.com, June 30.

Weisman, J. 2005. Bush Adviser Helped Law Firm Land Job Lobbying for CNOOC. The Washington Post. Retrieved from http://www.washingtonpost.com, July 12.

Weisman, J. 2005. China's Demands Anger Congress, May Hurt Bid. The Washington Post. July 5: D01. Retrieved from LexisNexis database.

Weisman, J. 2005. Chinese Firm Gives U.S. Details of Bid To Buy Unocal. The Washington Post. Retrieved from http://www.washingtonpost.com, July 2.

Weisman, J. 2005. In Washington, Chevron Works to Scuttle Chinese Bid. The Washington Post. July 16: D01. Retrieved from LexisNexis database.

Weisman, J. 2006. Coast Guard Saw 'Intelligence Gaps' on Ports. The Washington Post. February 28: A04. Retrieved from LexisNexis database.

Weisman, J. 2006. Port Deal To Have Broader Review; Dubai Firm Sought U.S. Security Probe. The Washington Post. February 27: A01. Retrieved from LexisNexis database.

Western Daily Press. 2000. Job fears sparked at West CD plant. January 25: 2. Retrieved from LexisNexis database.

Wheeler, B. 2007. The Tony Blair story. BBC News. Retrieved from http://news.bbc.co.uk, May 10.

White, B. 2005. Chevron Says Unocal Offer Stands Despite CNOOC Bid. The Washington Post, June 24: D05. Retrieved from LexisNexis database.

White, B. 2005. Unocal Reveals Portrait of Negotiations; Chief Executive Said Cnooc Could Beat Chevron With Higher Bid. The Washington Post, July 26: D01. Retrieved from LexisNexis database.

White, B. 2006. Uproar Surprised Dubai Firm. The Washington Post. Retrieved from http://www.washingtonpost.com/wp- dyn/content/article/2006/02/23/AR2006022301898.html, February 26.

373

White, B., & Blum, J. 2005. Chinese Consider Assurances to Unocal; Cnooc Directors Discuss Guarantee Not to Waver Under U.S. Government Review. The Washington Post, July 14: D03. Retrieved from LexisNexis database.

Wintour, P. 2011. Front: Parliament versus Murdoch: Parties unite in vote for News Corp to drop BSkyB bid: New Cameron U-turn on hacking as he backs Miliband: PM to announce judge-led inquiry with wider remit. The Guardian, July 13: 1. Retrieved from LexisNexis database.

Wintour, P., Sabbagh, D., & Watt, N. 2011. Front: Let's call the whole thing off: Murdoch surrenders BSkyB bid after outcry over phone hacking: Cameron says tycoon must give evidence at inquiry into scandal. The Guardian, July 14: 1. Retrieved from LexisNexis database.

Wright, R. 2005. DP World has 'no plans' to sell P&O ferries. Financial Times. Retrieved from http://www.ft.com, November 2.

Wright, O., & Morris, N. 2010. Thompson engulfed by BSkyB letter row. The Independent, November 5: 12. Retrieved from LexisNexis database.

Wu, W., Gibb, A.G.F., Li, Q. 2010. Accident precursors and near misses on construction sites: An investigative tool to derive information from accident databases. Safety Science.

Yapici, N. 2013. Environmental Hostility: An MNC Drama. Journal of Knowledge Globalization, 6 (1).

Yapici, N. 2012. MNC Expansion and Target Environment Hostility. Journal of Management Policy and Practice, 13(5).

Yeates, C. 2010. Warning on ASX compliance role. Sydney Morning Herald, November 12: 1. Retrieved from LexisNexis database.

Yin, R.K. 1984. Case study research: Design and methods. Beverly Hills: Sage Publications.

Yin, R.K. 2008. Case Study Research: Design and Methods: 5. Thousand Oaks, California: Sage Publications, Kindle Edition.

Zaheer, S. 1995. Overcoming the liability of foreignness. Academy of Management Journal, 38: 341-363.

374

Zaheer, S., & Mosakowski, E. 1997. The dynamics of the liability of foreignness: A global study of survival in financial services. Strategic Management Journal, 18: 439- 464.

Zald, M.N., & Lounsbury, M. 2010. Wizards of Oz: Towards an Institutional Approach to Elites, Expertise and Command Posts. Organization Studies, 31: 963-994.

Zou, H., & Ghauri, P.N. 2008. Learning through international acquisitions: The process of knowledge acquisition in China. Management International Review, 48 (2): 207-226.

375