What Firms Should Do

An important message of this chapter is that because people can’t have everything they want, they will do what they can to get as much as they can. “Firms” are a means by which people can get “more” of what they want than otherwise. Firms are expensive operations, by their nature. Accordingly, people would not bother organizing themselves into “firms” if there were not gains to be had by doing so. But therein lies a fundamental dilemma for managers, how can managers ensure that the gains that could be had are actually realized and are shared in some mutually agreed upon way by all of the “stakeholders” in the firm? The problem is especially difficult when everyone associated with the firm – owners, managers, line workers, buyers, and suppliers -- probably want to take a greater share of the gains than they are getting and which he pointed out that no one person could make something even as simple as a lead pencil.31 It takes literally thousands of people specializing in such things as the production of paint, graphite, wood products, metal, machine tools, and transportation to manufacture a pencil and make it conveniently available to consumers. No one knows enough – or can know enough – to do everything required in pencil production. Prosperity depends on our ability to become very efficient in a specialized activity and then to exchange in the market place the value we produce for a wide range of products that have been efficiently produced by other specialists. Our ability to exchange in the market place not only allows us to produce more value through specialization, it also allows us to obtain the greatest return for our specialized effort by imposing the discipline of competition on those from whom we buy.
In this chapter, we extend our discussion of how transaction costs in markets can cause firms to extend the scope and scale of their operations. We are concerned with a special form of “opportunistic behavior” relating to the use of specialized plant and equipment that can cause firms to make things themselves even though outside suppliers could produce those things more efficiently.
Make or Buy Decisions
Much the same advantage from specialization and exchange applies to firms as well as individuals. But that comment begs an important question: Exactly what should firms make inside their organizations and what should they buy from some outside vendor? Business commentators have a habit of coming up with rules that don’t add very much to the answer. For example, one CEO deduced, “You should only do, in-house, what gives you a competitive advantage.”32 Okay, but why would anyone get a competitive advantage by doing anything inside, given that such a move reduces, to one degree or another contribute less in the way of work and investment than they are contributing. Managers have to find ways of overcoming the stakeholders’ inclination to “give little but take a lot.” One of the rolls of incentives is to overcome that inclination by tying how much people receive with what they give to the firm.
One of the more important lessons business people learn is that efficiencies can be realized from specialization and exchange. Anyone who attempted to produce even a small fraction of what he or she consumed would be a very poor person indeed.
specialization, and as a manager it is useful to understand the cause of these limits and what it implies about the advantages of producing in-house rather than buying in the market.
The problem with total reliance on the market should now be familiar: there are significant costs -- transaction costs -- associated with making market exchanges. You have to identify those who are able and willing to enter into a transaction, negotiate the specific terms of the transaction and how those terms might change under changing circumstances, draw up a contract that reflects as accurately as possible the agreed upon terms, arrange to monitor the performance of the other party to make sure the terms of the agreement are kept, and be prepared to resolve conflicts that arise between the agreement and the performance. Because of these transaction costs, it is often better for some individual or some group of individuals to directly manage the use of a variety of resources in a productive enterprise that we call a firm.
Transaction costs are lower, for example, when owners of labor become employees of the firm by entering into long-run agreements to perform tasks, that are not always spelled out clearly in advance, under the direction of managers in return for a fixed wage or salary. A market transaction is not needed every time it is desirable to alter what a worker does. Employment contracts typically allow managers wide discretionary authority to re-deploy workers as circumstances change without having to incur further transaction costs. Furthermore, with a uniform employment contract with a large number of workers, a manager can direct productive interactions between these workers that might otherwise require negotiated agreements between each pair of workers. As an example, ten workers could be hired with ten transactions, each negotiated through a relatively simple and uniform employment agreement. If those ten workers were independent contractors who had to interact with each other in ways that employees of a firm often do, they might well have to negotiate the terms of that interaction in 45 separate agreements.35
In general, the higher the cost of transacting through markets, the more a firm will make for itself with its own employees rather than buy from other firms. The reason restaurants don’t make their own toothpicks is that the cost of transactions is extremely low in the case of toothpicks. It is hard to imagine the transaction costs of acquiring toothpicks ever getting so high that restaurants would make their own. But one might have thought the same about beef until McDonalds opened an outlet in Moscow. Because of the primitive nature of markets in Russia when McDonalds opened its first Moscow outlet (before the collapse of the Soviet Union), relying on outside suppliers for beef of a specified quality was highly risky. Because of the high transaction costs, McDonalds raised it own cattle to supply much of its beef requirements for its Moscow restaurant. Negotiating an agreement between two parties can be costly, but the most costly part of a transaction often involves attempts to avoid opportunistic behavior by the parties after the agreement has been reached. Agreements commonly call for one or both parties to make investments in expensive plant and equipment that are highly specific to a particular productive activity. Once the investment is made, it has little, if any value in alternative activities. Investments in highly specific capital are often very risky, and therefore unattractive, even though the cost of the capital is less than it is worth. The problem is that once someone commits to an investment in specific capital to provide a service to another party, it is very tempting for that other party to take advantage of the investor’s inflexibility by paying less than the original agreement called for.36 There are so-called “quasi rents” that are appropriable, or that can be taken by another party through unscrupulous, opportunistic dealing.37 The desire to avoid this risk of opportunistic behavior can be a major factor in a firm’s decision to make rather than buy what it needs.
Any price between $125 and $150 million a year would be attractive to both investors in the pipeline and the electric generating plant that would use it. If, for example, the generating plant agrees to pay investors $137.5 million each year to build and operate the pipeline, both parties would realize annual profits of $12.5 million from the project. But the investors would be taking a serious risk because of the lack of flexibility after the pipeline is built. The main problem is that a pipeline is a dedicated investment, meaning there is a big difference in the return needed to make the pipeline worth building and the return needed to make it worth operating after it is built. While it takes at least $125 million per year to motivate building the pipeline, once it has been built it will pay to maintain and operate it for anything more than $25 million. Why? Because that is all it takes to operate the line. The pipeline investment itself is a sunk cost, literally and figuratively, not to be recaptured once it has been made. So after investors have made the commitment to construct the pipeline, the generating plant would be in a position to capture almost the entire value of initial pipeline investment by repudiating the original agreement and offering to pay only slightly more than $25 million per year.40
Of course, our example is much too extreme. The generating plant is not likely to risk its reputation by blatantly repudiating a contract. And even if it did, the pipeline investors would have legal recourse with a good chance of recovering much, if not all, of their loss. Furthermore, as the example is constructed, the generating plant has more to lose from opportunistic behavior by the pipeline owners than vice versa. If the pipeline refuses service to the plant, the cost of producing electricity increases by $150 million per year. So the pipeline owners could act opportunistically by threatening to cut off the supply of natural gas unless they receive an annual payment of almost $150 million per year.
But our main point dare not be overlooked and should be taken seriously by cost minimizing and profit maximizing business people: Anytime a transaction requires a large investment in dedicated capital, there is the potential for costly problems in negotiating and enforcing agreements. True, opportunistic behavior (actions taken as a consequence of an investment that has been made and cannot be recaptured) will seldom be as blatant as in the above example where it is clear that a lower price is a violation of the contract. But in actual contracts involving long-term capital commitments, unforeseen changes in circumstances (higher costs, interrupted supplies, stricter government regulations, etc.) can justify changes in prices, or other terms of the contract. Typically contracts will attempt to anticipate some of these changes and incorporate them into the agreed upon terms, but it is impossible to anticipate and specify The early history of the automobile industry provides an example of a merger between two companies that can be explained by the advantages of producing rather than buying when dedicated capital investment is involved.41 In 1919, General Motors entered into a long-term contract with Fisher Body for the purchase of closed metal car bodies. This contract required that Fisher Body invest in expensive stamping machines and dies specifically designed to produce the bodies demanded by GM. This put Fisher Body in a vulnerable position, given that once the investment was made GM could have threatened to buy from someone else unless Fisher Body reduced prices substantially. This problem was anticipated, which explains why the contract required that GM buy all of the closed metal bodies from Fisher and specified the price as equal to Fisher’s variable cost plus 17.6 percent.
However, while these contractual terms protected Fisher against opportunistic behavior on the part of GM, they created an unanticipated opportunity for Fisher to take advantage of GM. The demand for closed metal bodies increased rapidly during the early 1920s (in part because of increased auto sales, but also from a dramatic shift from open wooden bodies to closed metal bodies). The increased production lowered Fisher’s production costs, and indeed made it possible for Fisher to lower its costs significantly more than it did. Evidence suggests that Fisher took advantage of the 17.6 percent “price add-on” by keeping its variable costs (particularly labor costs), and therefore the price charged GM, higher than necessary.
General Motors was aware of this “over charge” and requested that Fisher build a new auto body plant next to GM’s assembly plant. This would have eliminated the costs of transporting the auto bodies (a variable cost that came with the 17.6 percent add-on) and reduced GM’s price. Fisher refused to make the move, however, possibly because of concerns that such a dedicated investment to GM requirements would be exploited by GM. As a result of the potential haggling, threats and counter-threats, GM bought Fisher Body in 1926 and the two companies merged. GM could buy Fisher simply because their tenuous dealings, with accompanying transaction costs, were depressing both companies’ market value. GM could pay a premium for Fisher simply because of the anticipated transaction cost savings.

The construction of electric generating plants next to coalmines provides another example of the potential benefits to a firm for producing an input rather than buying it when highly specific capital is involved. There is an obvious advantage in “mine-mouth” arrangements from reducing the cost of transporting coal to the generating plant. But if the mine and the generating plant are separately owned, the potential for opportunistic behavior exists after the costly investments are made. The mine owner, for example, could take advantage of the fact that the generating plant is far removed from a rail line connecting it to other coal supplies by increasing the price of coal. To avoid such risks, common ownership of both the mine and the generating plant is much more likely in the case of “mine-mouth” generating plants than in the case of generating plants that can rely on alternative sources of coal. And, when ownership is separate in a “mine-mouth” arrangement, the terms of exchange between the generating plant and mine are typically spelled out in very detailed and long-term contracts that cover a wide range of future contingencies.42
There are other ways a firm can benefit from the advantages of buying an input rather than producing it while reducing the risks of being “held-up” by a supplier who uses specialized equipment to produce a crucial input. It can make sense for the firm to buy the specialized equipment and then rent it to the supplier. If the supplier attempts to take advantage of the crucial nature of the input, the firm can move the specialized equipment to another supplier rather than be forced to pay a higher than expected price for the input. This is exactly the arrangement that automobile companies have with some of their suppliers. Ford, for example, buys components from many small and specialized companies, but commonly owns the specialized equipment needed and rents it to the contracting firms.43
Firms are also aware that those who supply them with services are reluctant to commit themselves to costly capital investments that, once made, leave them vulnerable to hold-up (demands that the terms and conditions of the relationship be changed after an investment that cannot be recaptured has been made). In such case the firm that provides the capital equipment An arrangement that reduced the threat of opportunistic behavior on the part of firms against workers was the much-criticized “company town.” In the past it was common for companies (typically mining companies) to set up operations in, what were at the time, very remote locations. In the company towns, the company owned the stores where employees shopped and the houses where they lived. The popular view of these company stores and houses is that they allowed the companies to exploit their workers with outrageous prices and rents, often charging them more for basic necessities than they earned from backbreaking work in the mines. The late Tennessee Ernie Ford captured this popular view in his famous song “Sixteen Tons.”44
Without denying that the lives of nineteenth-century miners were tough, company stores and houses can be seen as a way for the companies to reduce (but not totally eliminate) their ability to exploit their workers by behaving opportunistically. Certainly workers would be reluctant to purchase a house in a remote location with only one employer. The worker who committed to such an investment would be far more vulnerable to opportunistic wage reductions by the employer than would the worker who rented company housing. Similarly, few merchants would be willing to establish a store in such a location, knowing that once the investment was made they would be vulnerable to opportunistic demands for price reductions that just covered their variable costs, leaving no return on their capital cost. Again, in an ideal world without transaction costs – and without opportunistic behavior -- mining companies would have specialized in extracting ore and would have let suppliers of labor buy their housing and other provisions through other specialists. But in the real world of transaction costs, it was better for mining companies to also provide basic services for their employees. This is not to say that there was no exploitation. But the exploitation was surely less under the company town arrangement than if, for example, workers had bought their own houses.45
The threat to one party of a transaction from opportunistic behavior on the part of the other party explains other business and social practices. Consider the fact that despite valiant efforts, the vast majority of farm workers have never been able to effectively unionize in the United States. No doubt many reasons explain this failure, but one reason is that a union of farm workers would be in a position to harm farmers through opportunistic behavior. A crop is a highly specialized and, before harvested, immobile investment, and one whose value is easy to The threat of opportunistic behavior is surely an important consideration in another important exchange relationship, that of marriage. Although there clearly are exceptions, rich people seldom marry poor people. The story of the wealthy prince marrying poor, but beautiful, Cinderella, is, after all, a fairy tale. Rich people generally marry other rich people. As with all activities, there are many explanations for marital sorting, including the obvious fact that the rich tend to hang around others who are rich. But an important explanation is that marriage is effectively a specialized investment that, once made, commits and creates value not easily shifted to another enterprise, or object of affection. The rich person who marries a poor person is making an investment that is subject to hold-up. This is a hold-up possibility that is not ignored, as evidenced by the fact that pre-nuptial agreements are common in the case of large wealth differences between the two parties to a marriage. But because of the difficulty of anticipating all possible contingencies relevant to distributing wealth upon the termination of a marriage, such agreements still leave lots of room for opportunistic behavior. Marriage between people of roughly equal wealth reduces, though hardly eliminates, the ability of one party to capture most of the value committed by the other party.
A good general rule for a manager is to buy the productive inputs the firm needs rather than make them. When inputs are produced in-house, some of the efficiency advantages of specialization provided through market exchange are lost. But as with most general rules, there are lots of exceptions to that of buying rather than making. In many cases the loss from making rather than buying will be more than offset by the savings in transaction costs. Typically, firms should favor making those things that require capital that will be used for specific purposes and, therefore, will not have a ready resale market.
The Decision to Franchise
The decision a firm faces over whether to expand through additional outlets that are owned by the firm or that are franchised to outside investors has many of the features of decisions to make or buy inputs. Franchising is simply a type of firm expansion – with special contractual features and with all the attendant problems.

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