1 Introduction
A growing literature in international business (IB) and finance demonstrates important linkages between corporate finance and international trade and investment, such as implications of credit constraints when internationalizing, multinational enterprises’ (MNEs) use of internal capital markets, and the effects of multinationality on a firm’s capital structure (e.g., Agmon,
2006; Bowe et al.,
2010; Desai et al.,
2004b; Foley & Manova,
2015). Yet, despite the mutual value IB and finance can offer each other the integration between these disciplines is still limited (Puck & Filatotchev,
2020), with many areas of common interest remaining unexplored. This paper combines IB and finance arguments to study subsidiary financing from an internal governance perspective.
According to a prominent IB theory on the MNE, internalization theory (Narula et al.,
2019), international transactions are carried out within the boundaries of a firm when doing so implies lower costs than using external markets. Scholars in this tradition have identified key drivers of internalization in factors such as information asymmetry and transaction costs, especially when transacting knowledge and other specific assets (Buckley & Casson,
1976; Hennart,
1982; Rugman,
1981; Williamson,
1981). Although less explored by internalization theorists in IB, internalization also creates the opportunity to run an internal capital market, where subsidiaries can be financed directly from headquarters (HQs) or sister subsidiaries, rather than by the external capital market. A substantial existing finance literature has studied the costs and benefits of operating internal capital markets as opposed to relying on external ones (e.g., Gertner et al.,
1994; Inderst & Müller,
2003; Rajan et al.,
2000; Stein,
1997). Proposed benefits of internal capital markets include reduced transaction costs through better information and monitoring, and co-insurance of projects whereby well-performing subsidiaries can help support struggling ones. Additional benefits exist for MNEs with multinational capital markets, such as opportunities for tax arbitrage (e.g., Chowdhry & Coval,
1998; Chowdhry & Nanda,
1994; Huizinga et al.,
2008; Mintz & Weichenrieder,
2010), and being linked to larger MNEs can help subsidiaries overcome limitations in host country local financial markets (e.g., De Haas & Van Lelyveld,
2010; Desai et al.,
2004b; Gulamhussen & Lavrador,
2014).
However, while internal capital markets mitigate transaction costs and information asymmetries associated with external capital markets, such issues do not disappear within the boundaries of a firm. Whereas internalization theory originally focused on how the boundaries of the MNE are set and the transfer of HQ-developed advantages to subsidiaries, internalization theory literature has more recently also turned its attention towards the inside of the MNE, exploring the nature of subsidiary assets and internal governance (Rugman & Verbeke,
1992,
2001,
2008). Reflecting the internal capital markets literature, some studies consider how internalization potentially leads to other costs, such as attenuated subsidiary manager incentives and increased scope for internal rent-seeking (Gertner et al.,
1994; Lunnan et al.,
2016; Scharfstein & Stein,
2000). The governance challenges related to internal capital markets are likely even more acute for MNEs than for domestic firms, given the greater geographic distance and diversity of host-country institutions that MNEs face (e.g., Hennart,
1991; Marin & Schnitzer,
2011).
In a theoretical article exploring the role of subsidiary capital structure in intra-MNE governance, Rygh and Benito (
2018) argue that MNE HQ may introduce external and internal debt in subsidiaries’ capital structure as a market-based mechanism to limit internal governance costs related to intervention in subsidiary activities, to curtail intra-MNE rent-seeking, and to strengthen subsidiary manager incentives for effort. They build on Williamson’s (
1988) transaction cost arguments that equity and debt are not just financial instruments, but also distinct governance structures. Debt is argued by Williamson (
1988) to approximate a market mode, relying on rules that are specified ex ante, but with limited influence for debt holders on project-related decisions. In contrast, equity approximates hierarchy, allowing providers of funds to better monitor and control projects. Williamson (
1988) predicts that when significant external uncertainty prevents complete contingent contracting, specific assets tend to be financed with equity, since debt financing terms for assets with less collateral value will be less favorable, and since enforcing debt contracts could hinder necessary adaptation and even lead to liquidation and loss of specific assets.
Adapting Williamson’s (
1988) arguments to the intra-MNE setting, Rygh and Benito (
2018) propose that a strategy of using debt will require that HQ can credibly commit to allow debt contracts to be enforced and not to intervene ex post, given that within the MNE, HQ nominally own all assets and may intervene at any time. Such credible commitment is more likely when assets are unspecific or if assets can be easily transferred elsewhere in the MNE, as in these cases the consequences of insufficient adaptation or liquidation of the subsidiary are less serious for the MNE. In contrast, if assets are specific, HQ cannot credibly commit to enforcing debt contract as it will have an incentive to intervene to safeguard the assets. A capital structure based on equity may then be preferred from the outset.
This study embeds the transaction cost focused arguments of Rygh and Benito (
2018) within a “new internalization theory” framework (Rugman & Verbeke,
2001) and analyses empirically the use of debt in subsidiary financing, using a unique dataset of Norwegian MNEs’ foreign subsidiaries (2000–2006) that includes balance sheet information on debt and assets of subsidiaries, as well as patents, and R&D payments between parent and subsidiary. This setting is highly pertinent given the increasing attention in IB literature to the internationalization of R&D, including R&D carried out in subsidiaries (Cantwell & Mudambi,
2005; Vrontis & Christofi,
2021). Our innovative empirical strategy builds on two “tip of the iceberg” arguments. First, we argue that a subsidiary’s knowledge assets in the form of patents involve a high degree of MNE-specificity, given that such knowledge assets are often closely linked to other complementary assets and human capital in the MNE (Hall & Lerner,
2009; Helfat,
1994; Williamson,
1988), while still being non-location bound and transferable internally in the MNE (Gertner et al.,
1994). We refer to such subsidiary assets as
MNE-specific, assuming that while they are not highly specific to the subsidiary, they are specific to the MNE of which the subsidiary is part. Second, we argue that subsidiary R&D income (from the parent) is associated with
subsidiary-specific assets, as such R&D will not only lead to innovation but also localized learning and development of human capital (Cohen & Levinthal,
1989). This in turn implies that these subsidiaries’ assets may be more difficult to transfer internally within the MNE. When combined with external uncertainty, both forms of specificity will make complete debt contracting problematic (Williamson,
1988). In host-country contexts with high external uncertainty, as proxied by political risk, we therefore expect external debt to be negatively related to knowledge assets, and both external and internal debt to be negatively related to subsidiary R&D.
Our empirical tests control for key factors such as host-country taxes and the availability of parent-guaranteed subsidiary debt. We alternatively use random effects Tobit and system-GMM estimations to account for the limited dependent variable, and potential endogeneity and partial adjustment of subsidiary capital structure, respectively. Overall, the results suggest that specific knowledge assets are positively associated with debt financing, indicating that the transaction cost arguments in Rygh and Benito (
2018) do not tell the full story. Most analyses produce the expected negative interaction effect from MNE-specific assets as measured by patents and external uncertainty on debt. However, the level of external uncertainty required to lead to a negative effect of patents on leverage turns out to be relatively high. In lower-risk contexts, debt use is positively associated with patents. For subsidiary-specific assets as measured by subsidiary R&D, some analyses suggest that such assets are positively related with debt with no significant role for external uncertainty, again contradicting the simple transaction cost logic. We explore these unexpected findings theoretically, considering a potential signal effect to external financers of the presence of MNE-specific and subsidiary-specific advantages that may counteract the problems with using specific assets as collateral. In further analyses, we find differences between joint ventures (JV) and wholly owned subsidiaries (WOS) that we explore theoretically based on potential differential transferability of assets among partners and ensuing governance issues.
Our findings contribute both to IB literature and finance literature. So far, the most prominent perspective on intra-MNE governance has been based on agency theory, a perspective that has proved useful to understand intra-firm governance (Hoenen & Kostova,
2015) and produced important insights on how internalization of capital markets affects subsidiary manager incentives. Yet, the agency-based literature has given little consideration to how the nature of the subsidiary’s assets can affect governance, and hence to the question of whether governance may need to be more differentiated across subsidiaries. By considering the role of the specificity of assets, our internalization theory perspective provides complementary insights. We extend and test the recent arguments of Rygh and Benito (
2018) using an innovative empirical strategy. Our results suggest there are potential roles for both an asset specificity and an asymmetric information logic, highlighting a dual effect of specific advantages for financing. The analysis also demonstrates the importance of understanding firm-specific advantages and their implications for internal governance, a key focus in “new internalization theory” (Rugman & Verbeke,
2008). Finally, we outline new internalization theory aspects of internal governance of equity joint ventures.
We also contribute to finance literature in general and internal capital market literature specifically by building on IB theory to demonstrate the relevance of the intra-MNE context for financing. We provide evidence that MNE subsidiaries can attract debt financing for intangible knowledge assets and activities, whereas previous tests of Williamson’s (
1988) arguments at the corporate level have suggested this is difficult (Balakrishnan & Fox,
1993; Choate,
1997; Kochhar,
1996; Močnik,
2001). Hence, our study demonstrates benefits of IB perspectives for finance literature (Puck & Filatotchev,
2020). The intra-MNE context provides rich empirical variation in internalization and transaction cost-related explanatory factors such as external uncertainty across host-country contexts (Desai et al.,
2004b; Roth & Kostova,
2003). Our results suggest that the transaction cost logic of capital structure is modified somewhat when investment objects are part of a larger MNE, and that differences across host countries matter.
Finally, our analysis has managerial implications: in low-risk contexts, it appears that debt financing of specific assets is often viable, while high-risk contexts may lead to a preference for equity. Managers also need to consider particular capital structure aspects that may arise in jointly owned subsidiaries that involve differences in internal transferability of resources between partners, and governance issues and conflicts of interest more generally.
The next section presents the theory and hypotheses; the following two sections present the data and methods, and results, respectively; before a final section offers a discussion of the contributions and limitations of the paper, as well as potential avenues for future research building on this study.
5 Discussion and Conclusion
Financial aspects have remained relatively neglected in IB research until recently (Oxelheim et al.,
2001; Puck & Filatotchev,
2020; Remmers,
2004). However, Agmon (
2006) noted that the progressive introduction of financial contracting theories in finance, moving beyond the focus on perfect financial markets, provides more scope for cross-fertilization between finance and IB, with IB’s emphasis on market imperfections in theories such as internalization theory. We set out to investigate whether internalization theory, a powerful tool for understanding MNE boundary (and related) decisions, can also contribute to understanding MNEs’ capital structure decisions for their subsidiaries. Building on Rygh and Benito’s (
2018) application of Williamson’s (
1988) transaction cost theory of finance to subsidiary capital structure, we hypothesized that under conditions of notable external uncertainty, external debt financing of subsidiaries is negatively related to the presence of patents on the subsidiary’s balance sheet, while both external and internal debt are negatively related to subsidiary R&D. Our empirical tests using data on Norwegian FDI subsidiaries find partial support for the first hypothesis but no support for the second hypothesis. The interaction between MNE-specific knowledge assets and external uncertainty discourages the use of long-term debt versus equity, consistent with our transaction cost arguments. However, we find a positive effect in many lower-risk contexts. While this is not inconsistent with transaction cost arguments, which assume that notable external uncertainty is needed to prevent acceptably complete contracting, the results do suggest that the level of external uncertainty needs to be relatively high for debt financing of MNE-specific knowledge assets to be problematic. Moreover, we also find a positive effect of subsidiary R&D on total debt in some analyses, an effect that is not negatively moderated by external uncertainty. Overall, the key story emerging from the analysis is that there is often scope for financing subsidiary knowledge assets and activities with debt.
Overall, while there is some support for the internalization perspective, some features of the results are unexpected and call for further theoretical and empirical research. It appears that the simple transaction cost logic presented in Rygh and Benito (
2018), driven by asset specificity, cannot tell the whole story on financing of knowledge-intensive subsidiaries. In line with new internalization theory’s increased focus on firm-specific advantages through increased alignment with the resource-based view and dynamic capabilities (Narula & Verbeke,
2015; Narula et al.,
2019), a possible counteracting effect may be that high knowledge intensity also acts as a signal to investors of an MNE and its subsidiaries’ specific advantages and hence the value creation potential of the subsidiaries. Moreover, while our analyses control for the presence of parent-guaranteed debt in subsidiaries, we cannot rule out that external investors still perceive an implicit guarantee by parent firms, possibly bolstered by the parents’ own overall firm-specific advantages. This is consistent with Gulamhussen and Lavrador’s (
2014: 376) findings that MNE parent bank advantages such as size and equity “signal strength and safety to investors”, allowing their subsidiary banks to attract more debt funding. As suggested by recent literature, patents seem to have collateral value (Fischer & Ringler,
2014). However, the negative interaction results suggest this collateral effect is overwhelmed in contexts of high political risk, with associated greater problems with financial contracting and enforcement of intellectual property rights, as well as with internal governance.
Post-hoc analysis also reveals differences between sub-samples of wholly-owned subsidiaries versus jointly owned subsidiaries. The support for H1 is clearest for JVs as compared to WOS, while the positive effect for subsidiary R&D is clearest for WOS. One possible interpretation of the first result is that using external debt as an internal governance instrument is most useful in subsidiaries where co-ownership could lead to additional governance issues (Desai et al.,
2004a; Reuer et al.,
2011). The relationship between ownership structure and capital structure is little researched, with a handful of studies considering capital structure of samples of JVs without comparing with WOS (Boateng,
2004; Li et al.,
2011). However, the distinction in new internalization theory between non-location bound, location-bound and subsidiary-specific assets (Rugman & Verbeke,
2001) offers elements for further theorization about the governance of jointly owned subsidiaries. Specifically, the degree of location-boundness and internal transferability of a given joint subsidiary’s assets may differ for different owners. We do not know the identity of the co-owners from the data, but two stylized cases can be considered theoretically: The co-owner is (i) another MNE or (ii) a local partner. Between two MNE owners, one partner could find it easier than the other to redeploy and combine a subsidiary’s assets with other assets in its MNE network, possibly due also to different recombination capabilities (Lee et al.,
2021). On their hand, local partners may be less impacted than foreign MNEs by location-boundedness of assets. Based on such differences between partners in the transferability of assets from a venture, co-ownership could involve a risk of conflict over the use of assets or attempts by one or both owners at expropriation of value from the subsidiary based on differential ability to capture value. External financers may expect such potential conflicts between owners to intensify in contexts of greater external uncertainty, making them less willing to provide finance.
19
As for the positive effect from subsidiary R&D in WOS, a possible conjecture is that investors expect that even if subsidiaries possess subsidiary-specific assets, parent MNEs rely on them for value creation and will be unlikely to allow them to fail. This signal effect may not be weakened even when external uncertainty increases. The lack of a negative interaction effect could potentially also reflect that debt contracting takes on a slightly different nature within an MNE, an aspect that was not considered by Rygh and Benito (
2018). Specifically, the equity link provides a background for incomplete contracting between HQ and subsidiary, unlike for similar contracting with an external financer. The lack of a positive significant main effect for JVs could reflect that external investors are concerned that joint ownership of subsidiaries with subsidiary-specific assets could entail bargaining among partners and risks related to disruption of beneficial resource transfer. Given the nature of the data where we cannot identify co-owners, we are unable to examine these questions empirically further but believe they are important questions for future research.
5.1 Contributions and Implications
Drawing on and refining theoretical arguments from Rygh and Benito (
2018), this study presents the first empirical test of an internalization perspective on subsidiary capital structure, leveraging a unique panel data set allowing us to study the role of knowledge-related variables at the subsidiary-level. Our results suggest that subsidiary knowledge assets and activities do matter for subsidiary financing, albeit in an unexpected way: in many analyses, specific knowledge variables are positively related to the use of debt, contrary to what was assumed in Williamson’s (
1988) theory and its application to the subsidiary-level by Rygh and Benito (
2018). Exploring these results further within our new internalization theory framework (Rugman & Verbeke,
2001), we conjecture that while specific assets may involve additional transaction costs in financing, they may also act as a signal to financers of the presence of strong subsidiary-specific advantages, possibly combined with the support of general MNE-specific advantages (Gulamhussen & Lavrador,
2014). Based on differences in results for WOS and JVs, we also provide elements of new theorizing on governance and financing of jointly owned subsidiaries for which different co-owners may differ in terms of the location-boundedness and internal transferability of relevant subsidiary assets. As such, some unexpected features of the results have catalyzed further theoretical contributions of this paper.
Overall, this study offers a novel perspective on MNE subsidiary governance, addressing a research gap in IB literature related to incentivization through financial contracting arrangements, including the possibility of having external institutions functioning as “delegated monitors” (Bowe et al.,
2010) of subsidiaries. From the perspective of internalization theory, our results showcase a fruitful application to a new context in terms of MNE subsidiary capital structure. The results suggest there are potentially relevant differences between the corporate-level and the subsidiary-level in terms of the viability of debt financing of knowledge assets, although external uncertainty may still impose bounds on the scope for debt financing of specific assets.
Our study also has managerial implications in terms of highlighting the role of specific assets for subsidiary financing. Specifically, debt financing of such assets appears to be viable, except in contexts involving substantial external uncertainty related to the institutional environment and indirectly a risk of insufficient property rights protection and contract enforcement, along with potential opportunistic behavior by business partners.
5.2 Limitations and Avenues for Future Research
Although we are leveraging a unique dataset for our analyses, the data comes with several limitations, as discussed in the methods section. Datasets allowing a distinction between fully external debt and sister subsidiary debt would provide a more accurate test, while characteristics of co-owners in joint ventures represent an omitted variable preventing us from further exploring factors related to co-ownership and subsidiary capital structure. Additional controls such as debt covenants would also be valuable. Hence, our results should be considered tentative and future research with more detailed data available could provide stronger tests including additional controls and more explicit tests against alternative capital structure theories.
Given our focus on the less studied context of Norwegian FDI, questions of generalizability must also be considered. Norway is an advanced small open economy, where internationalization represents a relevant option for many firms (Benito et al.,
2016). As such, there should be less risk that our firms represent a highly selected sample than in many other contexts. We have also accounted explicitly in our analysis for particular features of the Norwegian economy such as its petroleum reliance and the importance of state ownership. Nevertheless, caution is warranted when generalizing beyond a population of similar small advanced open economies. Debt use by Norwegian subsidiaries seems to be on average smaller than found for instance in previous studies on US MNEs (Desai et al.,
2004b). We should also not assume that the results would generalize to emerging market MNEs. Therefore, similar studies in other contexts would be beneficial.
Extending our findings on the differences between wholly-owned subsidiaries and joint ventures, it would also be interesting to explore ownership structure and financial structure from a dynamic perspective. Fisch and Schmeisser’s (
2020) recent study related to internal capital markets found that MNEs may choose a joint venture mode when entering new markets in order to be able to better access local resources, and later convert this into wholly owned to promote subsequent resource transfer within the MNE. Fisch and Schmeisser (
2020) focus on capital resources, but a similar logic could apply to other types of resources including local knowledge resources that R&D-intensive subsidiaries may access in the host country. The goal of first accessing resources in a host country and then transferring them to the rest of the network may have implications not only for the ownership structure of the subsidiary, but also for its capital structure to the extent that the latter has a governance rationale.
It would also be valuable in future research to consider the roles that subsidiaries play within the MNE, and how this will affect their assets and governance. For instance, subsidiary mandates (Gillmore,
2022; Meyer et al.,
2020) could potentially also affect the willingness of external financers to provide debt finance, given the important role that subsidiaries with mandates play within the MNE and hence the motivation of HQs to keep them thriving. This can be linked up to Rygh and Benito’s (
2018) notion of system asset specificity, referring to subsidiaries with assets that have importance for the whole MNE system. Rygh and Benito (
2018) argue that HQs would tend to prefer tight control over such subsidiaries through equity financing. However, our findings suggest other mechanisms may also be at play. Besides the potential need for extensive autonomy for subsidiaries with key mandates (Mudambi,
1999), it could also be that external financers feel reassured financing them with debt, as they would expect MNEs not to let these key subsidiaries fail. In other words, external financers may also base their decisions on an understanding of intra-MNE governance aspects, highlighting the need to account for potentially more complex effects when internal governance is partially “outsourced” to external actors.
Finally, although we have provided elements for an expanded internalization theory of subsidiary capital structure, there is scope to further explore theoretically the role of different distinct factors related to internalization theory, distinguishing between asset specificity, information asymmetry and signaling effects, and exploring the opportunities for combining and synthesizing internalization theory arguments with agency theory arguments; see Grøgaard et al. (
2019) for an example. Internalization theory represents a broad research program where different strands of literature focus on different aspects (Narula et al.,
2019). We hope that this first step will spur further research in the area of subsidiary capital structure and beyond.
Acknowledgements
We are grateful to the Editor Michael-Jörg Oesterle and the two anonymous reviewers for guidance and helpful suggestions. We also thank, for their helpful comments on earlier versions of this paper, Tom Berglund, Sjoerd Beugelsdijk, Øyvind Bøhren, Alvaro Cuervo-Cazurra, Alex Edmans, Laura Haar, Jean-Franҫois Hennart, Adam Leaver, Alessandra Luzzi, Jakob Müllner, Ylva Søvik, and participants at the WU Finance-IB Paper Development Workshop (Vienna, August 2014); the Strategic Management Society Annual Meeting (Madrid, September 2014); the European International Business Academy Annual Conference (Uppsala, December 2014); the Nordic Corporate Governance Network Workshop (Reykjavik, June 2017); the Academy of International Business Annual Meeting (Online, July 2020); and seminars at Leeds University Business School, Terry College of Business, Copenhagen Business School, and Alliance Manchester Business School. We also thank the staff of Statistics Norway for data preparation and advice. Financial support from the Centre for Corporate Governance Research (CCGR) at BI Norwegian Business School is gratefully acknowledged. The usual disclaimer applies.
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