Corporate restructuring occurs when a company makes significant changes to its financial or operational structure, for example, by changing its complement of employees or assets through downsizing or upsizing. A common set of factors drives decisions to restructure, including decisions to divest or to acquire employees, assets, or both. In order of priority, these factors comprise current and prior company performance, managerial foresight, economic conditions, political uncertainty, industry, and technology. Companies typically downsize employees to stop eroding profitability and to increase the likelihood of future profitability. The economic rationale that drives it is straightforward: companies become profitable when revenues exceed costs, an outcome obtained by increasing revenues, decreasing costs, or both. Because future revenues are less predictable and controllable than future costs, decreasing costs is compelling. Managers often do that by reducing the size of the workforce and its associated labor costs.
Employee downsizing makes sense when it is a reaction to an emergency, such as the COVID-19 pandemic. Employee downsizing can also be part of a broader workforce strategy designed to adjust workforce competencies to align more closely with the overall strategy of a business.
Organizations typically use one or more of four broad methods to downsize their workforces. The simplest is natural attrition. Alternatively, firms may offer buyouts—to individual employees (voluntary severance), to entire business units (corporate restructuring), even to the entire organization. A third strategy is involuntary layoffs—termination—with no choice by the departing employees. Businesses large and small that were hard hit by the pandemic had little or no choice but to use this strategy. A final strategy is early retirement offers, often part of a broader buyout scheme. From an organizational view, early retirement has the advantage of opening up promotion opportunities for younger workers.
When firms downsize employees, they incur direct as well as indirect costs. While almost all the direct costs, such as severance pay and accrued vacation, are short-term (realized in the year they are incurred), indirect costs, such as decreased productivity, reduced morale, and aversion to risk among survivors, begin to accrue immediately and may continue for longer periods.
When considering alternatives to downsizing employees, decision-makers must first assess if the downturn in business is permanent or temporary. If permanent, the only alternative to layoffs is to upskill, reskill, or retrain employees to develop new lines of business. If temporary, then there are numerous alternative ways to cut costs besides laying off workers. These range from reducing work hours to redeploying workers.
A central issue for many stakeholders is the financial consequences of corporate restructuring. Regarding acquisitions, there is little evidence of a net beneficial effect on the performance of the acquirer, as measured by profitability. Rather, such actions often yield a lower rate of return than growth through internal investment. With respect to divestiture of assets, meta-analysis reveals a mixed picture of subsequent performance. Evidence does indicate, however, that different performance effects can be attributed to different conditions of the macroeconomy. With respect to within-company changes in employees, assets, or both, large-scale research reveals that corporate restructuring undertaken during difficult financial conditions, on average, outperforms corporate restructuring undertaken under more benign conditions.
An important lesson for managers is to avoid downsizing as a quick fix to restore or enhance profitability. Layoffs are the most frequently employed method of downsizing but provide the smallest payoff. When faced with deteriorating results, it might be more prudent to be patient and to undertake the more demanding and comprehensive downsizing of employees and assets. As for upsizing employees, assets, or both, high-profitability upsizing does not automatically lead to better stock market performance. It tends to yield better results when the company’s performance needs improvement.
Article
Corporate Restructuring
Wayne F. Cascio
Article
Executive Severance Agreements: Making Sense of an Emerging, Yet Fragmented, Research Field
Felice B. Klein, Kevin McSweeney, Cynthia E. Devers, Gerry McNamara, and Spenser Blosser
Scholars have devoted significant attention to understanding the determinants and consequences of executive compensation. Yet, one form of compensation, executive severance agreements, has flown under the radar. Severance agreements specify the expected payments and benefits promised executives, upon voluntary or involuntary termination. Although these agreements are popular among executives, critics continually question their worth. Yet severance agreements potentially offer three important (but less readily recognized) strategic benefits. First, severance agreements are viewed as a means of mitigating the potential risks associated with job changes; thus, they can serve as a recruitment tool to attract top executive talent. Second, because severance agreements guarantee executives previously specified compensation in the event of termination, they can help limit the downside risk naturally risk-averse executives face, facilitating executive-shareholder interest alignment. Third, severance agreements can aid in firm exit, as executives and directors are likely to be more open to termination, in the presence of adequate protection against the downside.
Severance agreements can contain provisions for ten possible termination events. Three events refer to change in control (CIC), which occurs under a change in ownership. These are (1) CIC without termination, (2) CIC with termination without cause, and (3) CIC with termination for cause. Cause is generally defined by events such as felony, fraud, embezzlement, neglect of duties, or violation of noncompete provisions. Additional events include (4) voluntary retirement, (5) resignation without good reason, (6) voluntary termination for good reason, (7) involuntary termination without cause, (8) involuntary termination with cause, (9) death, and (10) disability. Voluntary retirement and resignation without good reason occurs when CEOs either retire or leave under their own volition, and voluntary termination with good reason occurs in response to changes in employment terms (e.g., relocation of headquarters). Involuntary termination refers to termination due to any reason not listed above and is often triggered by unsatisfactory performance.
Although some prior work has addressed the antecedents, consequences, and moderators of severance, the findings from this literature remain unclear, as many of the results are mixed. Future severance scholars have the opportunity to further clarify these relationships by addressing how severance agreements can help firms attract, align the interests of, and facilitate the exit of executives.