Balancing Power without Weapons Why do states block some foreign direct investment on national security grounds even when it originates from within their own security com- munity? Government intervention into foreign takeovers of domestic companies is on the rise, and many observers find it surprising that states engage in such behavior not only against their strategic and mil- itary competitors, but also against their closest allies. Ashley Thomas Lenihan argues that such puzzling behavior can be explained by recog- nizing that states use intervention into cross-border mergers and acqui- sitions as a tool of statecraft to internally balance the economic and military power of other states through non-military means. This book tests this theory using quantitative and qualitative analysis of transac- tions in the United States, Russia, China, and fifteen European Union states. It deepens our understanding of why states intervene in foreign takeovers, the relationship between interdependence and conflict, the limits of globalization, and how states are balancing power in new ways. ashley thomas lenihan is a fellow at the Centre for Inter- national Studies at the London School of Economics and Political Science, and a term member of the Council on Foreign Relations. Her research focuses on the relationship between state power and foreign direct investment from an international relations perspective. Balancing Power without Weapons State Intervention into Cross-Border Mergers and Acquisitions Ashley Thomas Lenihan London School of Economics and Political Science University Printing House, Cambridge CB2 8BS, United Kingdom One Liberty Plaza, 20th Floor, New York, NY 10006, USA 477 Williamstown Road, Port Melbourne, VIC 3207, Australia 314–321, 3rd Floor, Plot 3, Splendor Forum, Jasola District Centre, New Delhi - 110025, India 79 Anson Road, #06-04/06, Singapore 079906 Cambridge University Press is part of the University of Cambridge. It furthers the University’s mission by disseminating knowledge in the pursuit of education, learning, and research at the highest international levels of excellence. www.cambridge.org Information on this title: www.cambridge.org/9781107181861 DOI: 10.1017/9781316855430 C Ashley Thomas Lenihan 2018 This work is in copyright. It is subject to statutory exceptions and to the provisions of relevant licensing agreements; with the exception of the Creative Commons version the link for which is provided below, no reproduction of any part of this work may take place without the written permission of Cambridge University Press. An online version of this work is published at http://dx.doi.org/10.1017/9781316855430 under a Creative Commons Open Access license CC-BY-NC 4.0 which permits re-use, distribution and reproduction in any medium for non-commercial purposes providing appropriate credit to the original work is given and any changes made are indicated. To view a copy of this license visit https://creativecommons.org/licenses/by-nc/4.0 All versions of this work may contain content reproduced under license from third parties. Permission to reproduce this third-party content must be obtained from these third-parties directly. When citing this work, please include a reference to the DOI 10.1017/9781316855430 First published 2018 Printed in the United Kingdom by Clays, St Ives plc A catalogue record for this publication is available from the British Library. ISBN 978-1-107-18186-1 Hardback Cambridge University Press has no responsibility for the persistence or accuracy of URLs for external or third-party internet websites referred to in this publication and does not guarantee that any content on such websites is, or will remain, accurate or appropriate. This book is dedicated to my family – especially my mother Judy, father Harry, husband Bob, and son Bo – whose love, help, and support made this possible. It is dedicated to my mentors and colleagues who read countless drafts and held me to the highest standard, with special thanks to George. And finally, it is dedicated in loving memory to my aunt Jan, who inspired me every day to be curious about the world around us. Contents List of Figures page ix Preface xi Acknowledgments xii List of Abbreviations xiii Introduction 1 International Finance and International Security 2 Puzzling Behavior 4 Intervention in Empirical Context 7 Placing the Theory behind Intervention in Context 16 The Significance 22 1 A Theory of Non-Military Internal Balancing 31 Introduction 31 National Security and Foreign Takeovers 32 Economic Interdependence and Power 38 The Theory 40 Methodology 55 Conclusion 61 2 The Numbers: Assessing the Motivations Behind State Intervention into Foreign Takeovers 70 Introduction 70 The Variables 70 Independent Variables 71 Specification of the Models and Expected Results 75 Results 78 Conclusion 88 3 Unbounded Intervention: The State and the Blocked Deal 93 Introduction 93 Defining Unbounded Intervention 94 Case Selection 97 Case 1: PepsiCo/Danone 100 Case 2: CNOOC/Unocal 109 vii viii Contents Case 3: Check Point/Sourcefire 134 Case 4: Macquarie/PCCW 140 Conclusion 147 4 Unbounded or Overbalancing? An Outlier Case 158 Introduction 158 Case 5: DPW/P&O 159 Conclusion 185 5 Bounded Intervention: Mitigating Threats to National Security 196 Introduction 196 Defining Bounded Intervention 196 Case 6: Alcatel/Lucent 216 Case 7: Lenovo/IBM 231 Conclusion 244 6 Non-Intervention and the “Internal” Intervention Alternative 253 Introduction 253 Part I: Non-Intervention 253 Case 8: CGG/Veritas 255 Case 9: JP Morgan/Troika Dialog 257 Part II: Internal Intervention 267 Case 10: GdF/Suez 271 Conclusion 278 Conclusion 281 The Theoretical Context 281 Non-Military Internal Balancing 283 Significance 284 Concluding Thoughts 296 Appendix A Alternative Independent Variables Considered 299 Appendix B Descriptive Statistics of Variables in MNLMs I–IV 303 Appendix C MNLM III and Resource Dependency 307 Appendix D Descriptive Statistics of Dataset Variables: Frequencies 309 Appendix E Bivariate Correlations of Dataset Variables 310 Appendix F Negative Case Selection 311 References 314 Index 351 Figures 1 Number of cross-border M&A deals (by economy of seller) page 20 2 Value of cross-border M&A deals (by economy of seller in millions of dollars) 21 3 Modes of balancing 41 4 Types of M&A intervention as a tool of non-military internal balancing 50 5 Non-military internal balancing through M&A intervention 53 6 Hypothesis #1 55 7 Hypothesis #2 56 8 Hypothesis #3 56 9 Critical cases 57 10 Commonly identified national security sectors (listed by ICB code) 58 11 Cross-border case types 61 12 Variable sources 71 13 Measures of economic competitiveness sourced from the IMD database 74 14 Measures of interest group presence and position from the IMD database 75 15 Values of dependent variable Y1 76 16 Values of dependent variable Y2 78 17 Cross-border deal breakdown: the security community context 2001–07 79 18 Cross-border deal breakdown by intervention type 2001–07 80 19 Multinomial logit model results: intervention 2001–07 81 20 Probability change in MNLM I 82 21 Probability change in MNLM II 84 22 Probability change in MNLM III 86 23 Cross-border deal breakdown by deal outcome 2001–07 87 24 Multinomial logit model results: deal outcome 2001–07 88 25 Probability change in MNLM IV 88 ix x List of Figures 26 Unbounded intervention: critical cases examined in Chapters 3 and 4 94 27 Motivation matrix: unbounded intervention 148 28 Bounded intervention: critical cases 197 29 Bounded intervention: significant motivating factors 214 30 Dataset subset: cross-border deals between the US and France 217 31 Non-intervention and the secondary hypothesis 266 32 Non-intervention cases: outcome breakdown by sector 266 33 Non-military internal balancing: M&A intervention options 267 34 Case study findings: unbounded and bounded intervention 283 35 Descriptive statistics of variables in MNLM I 303 36 Descriptive statistics of variables in MNLM II 304 37 Descriptive statistics of variables in MNLM III 305 38 Descriptive statistics of variables in MNLM IV 306 39 Descriptive statistics of the resource dependency variable in MNLM III 307 40 Descriptive statistics of the resource dependency variable in MNLM III, when the outcome is unbounded intervention 308 41 Descriptive statistics of dataset variables: frequencies 309 42 Bivariate correlations of dataset variables 310 Preface Since Bretton Woods, Western leaders have worked to establish an inter- national order founded on economic liberalism and free trade. Yet, in recent years, the very same states that helped to found the liberal eco- nomic order have been acting in a way that seems to contradict it – by implementing (or encouraging) the creation of domestic barriers to cross-border mergers and acquisitions (M&A) in industries they deem vital to national security. Even more puzzling is the fact that states are engaging in such behav- ior not only against their strategic and military competitors, but against their closest allies as well. Traditional interest group and domestic pol- itics explanations cannot account for this behavior, because states are often intervening against the parochial interests of companies and other domestic groups on behalf of national interest and security. This book argues that such government intervention into foreign takeovers constitutes a form of non-military internal balancing, which allows states to secure and enhance their relative power for long-term gain, without destroying the greater meta-relationship between the states involved in the transaction. It is hypothesized that such behavior is moti- vated by the desire to increase the relative power and prestige of the state through non-military means in response to either economic national- ism or pressing geostrategic concerns. The exact form that intervention takes, and the motivations behind it, are determined to vary with both the relationship of the countries involved and the exact nature of the threat posed by the transaction in question. The book employs a rigorous multi-method approach to test the the- ory presented within.