MIS 9003 – Prof. Min-Seok Pang

Susarla et al 2012-Siddharth Bhattacharya

Traditionally , outsourcing deals require long term contracts between clients and the vendor and this has been a major area of focus of most of the previous literature. This has also lead to frustration on the part of pretensioners who seek sustainable value from outsourcing. The paper focusses on renegotiation of contracts and investigates the role of decision rights delineated ex ante that enable Pareto improving amendments. Specifically, the authors looks at the effect of flexibility provisions, termination of convenient rights and redoployability rights on part of the vendor to areas outside the contract on likelihood of pareto improving amendments against the default outcome of parties completing the contract without ex post renegotiation.

Two empirical challenges had hampered previous studies namely: lack of good data and lack of rigorous identification strategies. The author was able to overcome this problem by using 10-Q, 10-K, and 8-K filings of firms(SEC) coupled with data from press releases, trade and business reports and press releases from client and vendors.The authors use a probit model for their initial analysis to find the probability of presence of Pareto improving amendment of a contract between client and vendor where as the Ivs include decision rights delineated ex ante, the characteristics of the task contracted upon, contractual provisions, vendor specific characteristics and other client characteristics(including other controls). The results show that flexibility provisions, termination for convenience rights, and contractual rights whereby vendors are granted rights to reuse know-how result in Pareto improving amendments. . The results are robust to potential endogeneity of contractual provisions when parties have the feasible foresight and to the possibility of adverse selection in the sample.

The research contributes to literature by bringing in the angle of renegotiations in contractual decisions highlighting the importance of renegotiation design in enabling adaptation ex-post. It also has implications for practice. Few limitations of the analysis include long term knowledge spillovers(due to redeployability) and noncontractual mechanisms of enforcement which may affect ex post renegotiation.

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