Literature documents inconsistent evidence on whether activism is successful as to change corporate strategy as well as whether proposed actions are value adding (Del Guercio &
Hawkins, 1999; Becht et al., 2008). There is, however, consensus that shareholder activism is a costly undertaking for any company. The firm bears administration and organization costs, as well as potential stock price depreciation (Cziraki et al., 2010). Further indirect costs apply to reputational damage and reduced attractiveness among investors, as well as distractions from operating business (Del Guercio et al., 2008). In brief, companies naturally aim to avoid shareholder activism. As a function, IR might help companies to reduce activism by bonding agents and principles as well as providing transparent information about corporate strategy and long-term payoffs. This, in turn, stresses the need for well-functioning communication channels between shareholders and the company, enabled by IR.
Presently, research in the field of shareholder activism for corporate social and environmental responsibility is at initial stages, as evidenced by the scarcity of published articles in management and business ethics journals (Uysal, 2014). Hence, further research could investigate under what conditions activism can be successful in changing corporate strategy and if the proposed actions are indeed value adding.
8 Conclusion
Overall, it is now clear that Bayer’s acquisition was a key event that had an impact on the very core of the company’s identity and influenced the way in which it is perceived by the public.
Hence, this acquisition of Monsanto is an event in the company’s life which involves a very special type of financial communication. Customers, suppliers, shareholders and other external partners may closely monitor whether radical changes such as these might affect the corporate results, the company’s mission, its commitments or more generally speaking, the climate of confidence surrounding its operations. Here, the goals of financial communication must be to influence in a favourable and authentic way the perception of Bayer and the behaviour of its shareholders and stakeholders.
In pure business terms, the acquisition of Monsanto could be seen as a logical step since it was supposed to offer Bayer, which has its roots in chemistry, access to a new universe of
been achieved at all. Additionally, Monsanto’s character flaws and the consequences for Bayer’s image pose an even bigger problem. Hence, Bayer’s deal for Monsanto looked like a winning case first but now it looks like a lesson in how not to handle legal and credibility issues in the course of a post-merger context. Bayer thought it could avoid reputational damage by withdrawing the Monsanto brand name immediately after the acquisition. However, as it turned out, the US court cases have kept the name very much alive. The main problem is the following:
in connection with the keyword ‘Bayer’, the public perception automatically associates Monsanto and the weed killer Roundup that contains glyphosate. The huge damage for Bayer’s image is clearly observable and might even intensify with each new legal process.
In fact, Bayer’s 2018 takeover of Monsanto has become one of the most damaging cases of deal disillusion. Bayer may have put in danger its own existence with the acquisition of Monsanto and it might be one of the biggest flops of all time, bigger than the failed merger of Daimler &
Chrysler in the 90’s. Beyond the operational and financial crisis, Bayer is also facing a reputational crisis and their organisational legitimacy is heavily pressured. Nevertheless, Bayer communicates to be confident that expert assessments and expensive lawyers will deem glyphosate as not carcinogenic. ‘Talking the company well’, in such circumstances, is necessary but not sufficient. Bayer’s focus needs to be on the long-run instead of the short run in order to re-establish trust. Given the current development of societal trends, civil movements like
‘Friday’s for future’ have gained strong support, while Bayer struggles to find support for their business activities. Thus, handling the product liability claims in a socially responsible manner and caring for the well-being and health of its customers and society at large is part of CSR that Bayer must include in their activities over the long-time horizon. However, given the ongoing sale of partly highly toxic pesticides, fertilizers and genetically modified seeds, it is questionable how Bayer wants to become more sustainable and socially responsible with Monsanto aboard.
Concluding this master’s thesis I look back at my research question and objectives. The overall research question was to figure out, why Bayer did not manage to restore investors’ trust in the context of CEO Baumann’s speech at the annual shareholders meeting on April 26, 2019.
While it can be argued that Bayer engages in exemplary financial communication tactics under Bayer’s current corporate strategy of denying any mistake and claiming that glyphosate is safe, if applied correctly, Bayer cannot be successful to turn around the crisis because of the large
gap between the image Bayer has of itself and the perception of Bayer by the stakeholders. In order to get out of the crisis, they first need to change corporate strategy and implement observable actions which then must be aligned with their communication activities. This would be a more appropriate approach to restore shareholders’ and stakeholders’ trust in the long term.
On the background of currently 13,400 open law suits, which seem to further increase in number in the near future, Bayer should change their ‘business as usual’ communication attitude and hence elaborate a new corporate strategy directed towards closing the law suits as well as head for innovation that can replace Roundup. Simultaneously, the agreement to start a balanced mediation approach in order to achieve a judicial comparison could be a break through to terminate the legal suits and restore the stakeholders’ trust.
The explanatory power of critical discourse analysis is its ability to provide justified explanations of many features of Bayer’s crisis in the context of the acquisition of Monsanto.
Hence, in my critical evaluation of Bayer’s credibility crisis, CDA served well to provide explanations of the causes and further development the crisis. By the virtue of Fairclough’s model as a research tool for CDA, I further explored the underlying intention of the speech.
And it became clear that Bayer’s CEO has a very strong ideology, which he rigorously tried to implant on his audience during the speech. However, the world outside Bayer views these issues differently. Stakeholders have their own realities about glyphosate and Bayer’s new activities and could not be convinced. Consequently, to demonstrate their disagreement, shareholders voted ‘no’ at the confidence vote during the annual shareholder meeting.
In this context, the investor relations function should act more actively as a reflective mechanism that mediates between different social rationalities of a broader and connected set of stakeholders. This, in turn, can help identify any potential social and environmental issues which can be prevented or mitigated, allowing the company to meet or even exceed stakeholder expectations in return for organisational legitimacy. The financial communicator’s role can thus be seen as the one adapting the message in relation to the particular needs of the various target audiences so as to create an atmosphere of trust and confidence regarding the company.
Transparent communication and the management of informational asymmetries between shareholders and the company constitute areas on which IR must strongly support companies.
9 Perspective
A critically orientated discourse analysis can systematise awareness and critique of ideology.
From awareness and critique arise possibilities of empowerment and change. (Fairclough, 2010) In the case of Bayer this means that CDA applied to CEO Baumann’s speech can (a) unveil what the responsible factors are, that caused Bayer to get into this crisis, (b) find out why Bayer did not manage to get out of this crisis yet and (c) what needs to happen to get out of the crisis.
Using Fairclough’s three-dimensional framework, I apply a scientific procedure rather than just interpreting the case with common sense. Common sense is still part of my interpretive endeavour but it is embedded into a scientific framework. The framework makes my argumentation not only more profound, but also provides a stringent guideline to analyse the case step by step and helps to assure scientific quality. Moreover, the framework allows for investigation not only at the text level but also at the social level. Additionally, I address market level observations to support the triangulation of my findings. This brings light from different angles into the case and thus helps to make my argumentation stronger. By applying this framework, I seek to reach a higher level of reliability and validity in my findings.
Hence, it can be concluded that the application of Fairclough’s framework gives my analysis a scientific foundation from the social science discipline, which is closely linked to the discipline of financial communication and investor relations. Moreover, it makes my case study analysis rigorous because I follow a systematic procedure.
At this point, I would like to include a critical reflection about my conclusion. Since I accept reality to be socially constructed, I also have to acknowledge that other researchers who would use the same empirical data, theories and methods as I, might come to other conclusions.
Additionally, my findings may be prone to the “Black Swan” induction problem, an issue in the way to falsify (Popper, 2002; Eysenck, 2010). This is because it seems rather unrealistic that Bayer’s current financial communication tactics can be successful in turning around its image.
The withdrawal of trust during the annual shareholder meeting and the continuously decreasing share price are the clearest signs that Bayer will not get out of it operational, financial and reputational crisis by following the current strategy. However, my findings are prone to errors of this sort, because I do not carry out further testing of hypotheses. Even though unlikely,
Bayer might be successful in the long-term without changing its strategy and since this case is still ongoing, my conclusion may prove wrong in the future. Just because it is rare or unproven yet, that such a strategy of complete denial can be successful does not mean that Bayer necessarily needs to change its strategy in order to get out of this crisis. This said, I might also be susceptible to “confirmation bias”, which is the tendency to accept evidence that confirms one’ own view and reject anything that contradicts it (Eysenck, 2010). To mitigate these effects, I try to always be neutral and objective in my analysis and interpretation to the greatest extent possible and also discuss alternative views.
In this regard, it is also important to reflect on the connection of the above mentioned and how I can improve my case study. Narrative inquiries begin with an interest in a particular phenomenon that is best understood narratively. Narrative inquiries then develop descriptions and interpretations of the phenomenon from the perspective of participants, researchers, and others. A good case study often contains a substantial element of narrative and also should be read as a narrative in their entirety (Flyvbjerg, 2004). Further, Flyvbjerg (2004) advises to try to achieve this by describing the case with so many facets that different readers may be attracted, or repelled, by different things in the case.
When writing up my case study, I followed Flyvbjerg’s (2004) advice and aimed to tell the story in its diversity, allowing the story to unfold from the many-sided, complex, and sometimes conflicting stories that the players in the case have told about Bayer’s acquisition of Monsanto and the resulted crisis. The stakeholder viewpoints analysed in this master’s thesis might not be exhaustive, but I investigated a decent variety of stakeholder views that allowed to answer to my research question. Moreover, I avoided linking the case with the theories of any one academic specialization. Instead I related the case to broader positions that cut across specializations including economics, strategy, management, corporate governance, financial communication and investor relations. In this way, I tried to leave scope for readers of different backgrounds to make different interpretations and draw diverse conclusions regarding the question of what the case is a case of.
As mentioned above, good narratives typically approach the complexities and contradictions of real-life. Accordingly, such narratives may be difficult or impossible to summarize into neat scientific formulae, general propositions, and theories (Mitchell & Charmaz, 1996). Rather, it is often a sign that the study has uncovered a particularly rich problematic. Hence, this case study contributes to a holistic understanding of Bayer’s dilemma created by the asymmetric
information situation, evolved legal risks and underestimation of CSR necessities. I admit this list may not be exhaustive. There might be even other facets affecting the case, which are not included in this master’s thesis.
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