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167CALIFORNIA MANAGEMENT REVIEW VOL. 52, NO. 2 WINTER 2010 CMR.BERKELEY.EDU

A TRIBUTE TO OLIVER WILLIAMSON:

Williamsons Impact onthe Theory and Practiceof Management

David J. Teece

Although unknown to most CEOs, at least until his recent recogni-

tion by the Nobel Economics Prize Committee, Oliver William-

son has had a large impact on management theory and practice.

There are many organization and strategy questions where his

research is highly relevant. He has spent much of his career trying to understand

how things ought to be organized to promote efficiency, minimize manageable

contractual risk, and achieve profitability. He developed transaction cost eco-

nomics as a framework to assist in this.

Williamson has also spent considerable effort in exploring not just theprivate benefits associated with various organizational structures, but the social

benefits as well. The latter line of inquiry has provided many insights into pub-

lic policy, where they have had great impact. His insights have been employed

by antitrust and regulatory agencies around the world. In some countries, his

work has animated economy-wide reform efforts. The dramatic and successful

economic reforms in New Zealand during the 1980sespecially in energy and

telecommunicationshave his fingerprints on them, as he was very influen-

tial with senior officials in the New Zealand Treasury. That history is described

elsewhere and will not be repeated here.1

Key Management Issues

Williamson has not been writing to a management audience; but thats

not to say that he hasnt influenced management thinking. Managers often

dont know it because his work, while accessible to practitioners (the amount

of mathematical theory is minimal), is unlikely to be read by them because it is

very general and may not seem to be directly applicable. Nevertheless, leading

management consultants and scholars have helped propagate his ideas, often

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A Tribute to Oliver WilliamsonWilliamsons Impact on the Theory and Practice of Management

UNIVERSITY OF CALIFORNIA, BERKELEY VOL. 52, NO. 2 WINTER 2010 CMR.BERKELEY.EDU168

watered down and translated to make them a bit more user friendly to execu-

tive audiences unfamiliar with the scholarly literature.

Here is a thumbnail sketch of just a few of the management ideas that are

part of the collective received wisdom attributable, at least in part, to Oliver E.

Williamson: the contract logic behind vertical integration, the inherent hazards

of contractual relationships, and the potential benefits of transforming organiza-

tional structures.

The vertical integration of economic activity is not always best understood

by reference to particular technological benefits associated with performing side-

by-side activities under one roof. Rather, make-or-buy decisions can better be

framed, and understood, as contracting issues. Every time an expansion of eco-

nomic activity is contemplated, Williamson admonishes the analyst/executive

to ask whether the task is best done internally or outsourced. In Williamsons

paradigm, the answer depends not just on capabilities and related production

costs (which he recognizes but doesnt analyze), but mainly on strategic risk

management factors associated with relying on contracts versus inside-the-firmarrangements.

Williamson asks us to recognize that contracts are by their very nature

incompleteone simply cannot think of everything when negotiating and writ-

ing a contract. Because of that, there is an inherent risk associated with con-

tracts, particularly when investment in (transaction-specific) physical or human

capital is involved. Unforeseen contingencies will surely arise. This matters a

great deal if the parties to the contract dont have other options available to

them and could be held over a barrel (Williamsons hold-up problem).

Stated differently, if one of the parties to a contract makes a relationship-

specific investment in reliance on the promises of the other party, then their

investmentwhether in physical capital, financial capital, or human capitalis

in a situation of strategic dependence and

therefore at risk. Moreover, this dependence

may not be there at the time the contract is

entered into; but once investment is made

in reliance on the other partys continued

commitment, strategic vulnerability emerges. Williamson called this the funda-

mental transformationand managers must be careful that they arent blind-

sided by it.

Another management idea championed by Williamson is that organiza-

tions themselves can be the subject of innovation. He showed why the multi-

divisional form of business organizationwith each division organized as an

independent profit center (once firms get above a certain size)is desirable asa structure for allocating resources internally. It allowed for better decisions (by

separating operational and strategic decisions) and reduced managerial discre-

tion. Organizational form matters, as every executive knows, even if scholars are

prone to ignore it.2

More generally, Williamson reminds us that new forms of business orga-

nization (such as the multidivisional structure introduced in the early twentieth

David Teece is the Thomas Tusher Professor at

the Haas School of Business at the University of

California, Berkeley.

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CALIFORNIA MANAGEMENT REVIEW VOL. 52, NO. 2 WINTER 2010 CMR.BERKELEY.EDU 169

century) and new business models (such as Dells direct-to-consumer model for

personal computers) ought be thought of as organizational innovations. Their

importance is often neglected not only by many professional economists, but

also by managers. Williamson has been clear that we should think of such orga-

nizational innovations as great productivity boosters to both the U.S. and globaleconomies. Empirical research supports his predictions.3

Specific Applications

The nature of a Laureates contribution is that the insights must be quite

general to make a contribution to theory. Williamsons work is no exception.

The framework he developed has come to be known as transactions cost eco-

nomics (TCE). The natural elegance of this framework is much appreciated by

scholars; however its less appreciated by executives, some of whom do not rec-

ognize its practical value. Yet Williamsons theories are very pragmatic. Here, for

example, are two principles that follow from his work: When investing in anything, always ask whether one should make or

buy. In assessing the trade-off, one should generally favor buy over

make unless transaction (relationship) specific investments have to be

made to enable performance on a contract. Such investments will lead to

switching costs, and exposure to switching costs should tilt decisions in

favor of alternative arrangements (if they dont suffer from other prob-

lems.)

Its not just desirable but probably necessary to outsource commodity

items. Williamson gives meaning to what a commodity is (for purposes

of making outsourcing decisions). If there arent switching costs now and

in the future, then the manager is probably looking at a commodity item

that should be sourced externally if competitive conditions exist.4

Others have taken Williamsons ideas and applied them to particular

industrial contexts. For instance, my own work on Profiting from Innovation

found great utility in Williamsons contracting framework as a guide to helping

innovators decide what complementary assets they should own in order to not

just be able to commercialize an innovation, but to do so profitably.5 The con-

tracting framework Williamson developed enabled me to build a model that

both guides management and predicts how available profits will be shared.

Britains EMI, for instance, derived minimal profit from its development of the

CT-Scannerthe greatest innovation in radiology since x-raysbecause of its

failure to line up the relevant complementary assets. EMI eventually realized

that it needed a manufacturing capability, which the company tried to buildinternally, but it was too little too late. The insights provided by the Profiting

from Innovation framework come from the pairing of Williamsons contract-

ing framework with an understanding of the limits of patents, trade secrets, and

trademarks as a way to protect the profit streams which successful innovation

creates.6

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Powerful insights into such real-world issues using Williamsons frame-

work have now been provided by a veritable army of TCE scholars. Williamson

himself has employed TCE to analyze decisions with respect to the capital struc-

ture (especially debt and equity) of the business enterprise.7

At the industry level, TCE has been applied to help understand the orga-

nization of the automobile, aircraft, petroleum, and semiconductor industries,

to name a few. Gary Pisano, for example, has applied Williamsons contracting

framework to the study of the biotech industry, where the most common orga-

nizational form is an alliance between a young specialist R&D company that

gives up some degree of control to an established pharmaceutical company that

provides access to capital and to regulatory, marketing, and distribution know-

how.8 However, within these parameters there is a great deal of variability. The

start-ups managers must decide how much control theyre willing to cede and

whether to integrate into manufacturing or even distributiondecisions where

the TCE framework has proved useful. For example, many early biotech compa-

nies, when the industrys technology infrastructure was incomplete, were devel-oping generic technologies (e.g., new inputs for research) that could be widely

licensed. As drug development efforts began to produce end products, alliances

became much more relationship-specific, raising the hold-up problem.9 Manage-

ment of such contracting risks is a vital skill.

Management Theory

Williamsons work has influenced theory relevant to deciding where

management should draw the boundaries of the firm. While this is not the only

contribution Williamson has made to management theory, it is perhaps the most

widely appreciated.

General

A fundamental question in management theory is when the firm should

give way to the market and vice versa if long-run profits are to be maximized.

These organizational or firm boundary questions are absolutely central to the

field of strategic management. Vertical integration, outsourcing, diversification,

joint ventures, and divestiture are all fundamentally boundary issues; analysis

and advice on such issues is the lifeblood of many leading management consult-

ing firms.

Before Williamsons development of transaction cost economics, there

were almost no analytic frameworks in management that addressed these issues

coherently. This is where TCE first began to affect business practice. Williamsonhad a coherent theory of integration, and hence of outsourcing. Not only did the

theory have explanatory power with respect to describing the organization of

firms, but it had normative power as well.10 There is now a very large bound-

aries literature in the field of strategic management that uses transaction cost

economics or some variant of it.

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Vertical Integration

There are a plethora of studies in both industrial organization and strate-

gic management that draw on transaction cost economics to help explain inte-

gration questions in particular industrial contexts. The very first industry-specific

applications of transaction cost reasoning to vertical integration in a specific

industrial context were in the petroleum industry,11 followed by automobile

manufacturing,12 and aerospace.13 Other early applications included forward

integration into selling.14 These initial applications illustrated the power of the

framework and stimulated a considerable research program and literature.15

While these applications in the academic literature were sometimes two

steps removed from what managers and consultants find readily digestible, there

have been many successful efforts to present the framework in ways useful to

managers. For instance, a very faithful rendering of the framework (in clear,

uncluttered managerial language) can be found in Stuckey and White.16

In recent years, TCE-inspired researchers have looked at the virtual cor-

poration, exploring the limits of firms rather than the limits of markets.17 Trans-action cost economics has much to say (as do some other approaches) about

outsourcing.18

Diversification and the Multinational Firm

An equally expansive literature has emerged in the TCE tradition around

the question of diversification. While not explicitly addressed by Williamson

early on, the transaction cost economics framework can be used to explain lat-

eral diversification, particularly if explicit attention is given to knowledge assets.

The first efforts to apply the TCE framework in the context of the diversification

includes some of my own work from the early 1980s.19 These papers sparked a

series of related papers, showing not only the opportunities for, but also the lim-

its of diversification. They also made clear that the identification of economies of

scope might well be a necessary but certainly not a sufficient reason for diversifi-

cation to be profit enhancing.

The beauty of the TCE approach is that it is discriminating. Integration

and diversification are desirable in some circumstances, but not in others. Prior

to TCE, there was no discriminating framework in the field of strategic man-

agement to help examine these issues. TCE helps the manager decide when

and why. Moreover, transaction cost economics has been extended to embrace

know-how/intellectual assets and the role of complements.20

The theory of the multinational enterprise has likewise borrowed heav-

ily from TCE. The concept of internalization has also become a major synthe-

sizing and unifying concept. Applied in a pure Coasian way,21 the concept can

become tautological: firms internalize imperfect markets until the cost of further

internalization outweighs the benefits. Buckley and Casson were the first to

lay out the internalization argument in the context of multinational enterprise,

self-consciously employing TCE.22 Some of my own work has juxtaposed the

efficiency (TCE) framework against the monopoly (internalization) framework

and endeavored to provide an integrated framework in which foreign direct

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investment is just a special case of vertical integration, or horizontal expansion

to exploit difficult-to-trade knowledge assets.23

Alliances and Cooperation

Williamson has expanded his analysis beyond the markets and hierar-

chies dichotomy to include hybrid forms of organizationlong-term contracts,

franchises, alliances, and so forth.24 Hybrid firms of economic organization,

especially strategic alliances, have generated tremendous interest in recent years.

This is in part because of the ubiquity of the phenomena since at least since the

late 1970s.25 The drivers of alliance formation were seen to be (at least in the

context of innovation) transaction costs, appropriability, and access/location

issues.

There is no doubt that TCE is a useful element for the study of alliances

and hybrid forms. However, asset specificity can only go so far in explaining the

nature and structure of alliances. An important strand in the alliances literature

looks at the central role of innovation and the need for cooperation to assistfirms not only to develop, but also to commercialize innovation. Ownership of

the right complementary assets is also seen as significantly affecting the distribu-

tion of the rents from innovation. Hence, internalization is not only a mecha-

nism to protect specific assets from re-contracting hazards, it is also a way to

benefit from asset appreciation.

Beyond Pure TCE

As mentioned, asset specificity, by itself, does not carry the day, especially

when innovation is at issue. Williamson recognizes this, explicitly noting that

the introduction of innovation plainly complicates the earlier described assign-

ments of transactions to markets or hierarchies based entirely on an examina-

tion of their asset specificity qualities.26 Boeing has discovered this to their cost;

their 787 Dreamliner was more than two years delayed because an ambitious

initiative to rely heavily on outside suppliers suffered from inadequate capabili-

ties at some suppliers to develop parts for the new aircraft design combined with

inadequate oversight by Boeing.

Williamson accepts that other frameworks, such as capabilities, are

complementary to his. Firms, for instance, often knowingly enter into asym-

metric dependency relations with suppliers where building, rather than protect-

ing, knowledge assets is critical.27 In other cases, asymmetric dependence in

one contract can be balanced by an offsetting asymmetric dependence in other

contracts.28

In short, avoiding the pitfalls of asset specificity is only one part of the

story. However, it is a very important part.

In the case of semiconductors, the emergence of fabless (design-only)

semiconductor firms (and their corollary, semiconductor contract manufacturers,

known as foundries) would, on its face, seem to contradict TCE reasoning, inas-

much as for more than two decades the design and fabrication of semiconductor

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devices took place inside the same firm. The fabless chip designer is dependent

on the foundries it uses because switching costs (including nonrecurring engi-

neering and delays) are considerable if the design house wants, for any reason,

to change foundries. However, designer firms seem to live with the potential

hold-up risk associated with the switching cost because of the cost saving associ-ated with using a virtual fab. The large minimum efficient scale of advanced

chip manufacturing means that owning a fab is very expensive unless one is

able to drive sufficient business through ones own fab so as to maintain high

utilization.

The procurement hazards identified by Williamsonpredicted to be high

for the fabless design housecan be mitigated through: multiple contractual

arrangements;29 spreading the business around (to remind foundries that, in

the medium run, the customer has choices); and savings in per unit procure-

ment costs.

A case in point is Broadcom. Broadcom outsources the manufacture

of all of its chip designs, but it does so to multiple foundries. This isnt secondsourcing in the traditional sense of breaking a procurement order up, as this

would dilute Broadcoms purchasing clout. Rather, purchase orders (requests to

build) for different components are spread around amongst the primary found-

ries (TSMC, UMC, Chartered, SMIC) approximately according to their market

shares, thereby creating competitive tension and dampening any incentive that

might exist for any one supplier to do anything other than offer Broadcom reli-

able foundry services at very good prices.

Put differently, while a contracting framework places a needed focus on

potential contracting problems, it will also help lead towards solutions, and it

will highlight ameliorating factors. Indeed, the Williamsonian framework has

always seen transaction costs/contracting problems as just one set of factors

going into integration decisions; but it is a most important one.

Epilogue: A Personal Statement

The selection of Oliver Williamson to receive the 2009 Nobel Laureate in

economics was a long time in coming, and it is richly deserved. No other econo-

mist has had such a big impact on my own professional development, and there

is no other colleague from whom I have learned more and taken more inspira-

tion through all stages of my career.

I was most fortunate to be a graduate student at the University of Penn-

sylvania (hereafter Penn) in economics when Olly was on the faculty. While I

never took a class from himand he was on leave at the University of Warwickin the UK when I was seeking a thesis advisormy early academic career was

animated by my great admiration for Ollys work and my eagerness to see it

empirically verified and applied to real problems in business and public policy.

Applying and testing the TCE paradigm was my preoccupation for the decade

1975-1985. Since then I have continued to embrace it, extend it, and apply it in

my scholarship, teaching, and consulting. There is rarely a problem or an issue

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I look at which doesnt sooner or later benefit from the application of some

insight from Ollys scholarship.

I am especially proud of two small personal triumphs. First, I had

the privilege of reading Ollys transformational workMarkets and Hierarchies

(published in 1975) in 1974 when I was a graduate student at Penn and the

manuscript was in draft. Olly generously shared a copy with me and asked for

comments. I returned to his office three days later and reported: This is a great

book. Why has it taken me four years at Penn to discover a framework that

addresses deep questions about the business firm and its organization? I also

declared that the book would lead to Olly winning the Nobel Prize in econom-

ics, a prediction I kept forcefully making to anyone who would listen. Second, I

am especially proud that I was able to lead the recruiting effort at Haas to attract

Olly to UC Berkeley from Yale. We achieved that successfully in 1988, with

enthusiastic support coming from Business, Economics, and Law. I am not aware

of another faculty member at UC Berkeley who has successfully earned and

maintained a three-way appointment involving these departments. This speaksto the intellectual eclecticism of UC Berkeley. It also speaks highly to Ollys inter-

disciplinary skills. He is also one of the very few leading economists who has

taken management issues seriously and has been respectful to disciplines outside

of economics.

Ollys arrival at UC Berkeley was successfully leveraged into a 25-year

epoch of great scholarship and intellectual enthusiasm at Haas for the study of

organizations, strategy, and technology, particularly in the Business and Public

Policy program. I was pleased to co-advise many of Ollys Ph.D. students who

went on to be successful scholars in economics, strategic management, and

organizations. The two decades (1985-2005) saw a great flowering of talent

and active scholarship on multidisciplinary topics in economics and organiza-

tion. The Institute for Management, Innovation, and Organization (IMIO) at theHaas School became the linchpin of these efforts. Indeed, Olly came up with the

name! We all benefited (and continue to benefit) from his active involvement.

Thank you, Olly.

Notes

1. L. Evans, A. Grimes, and B. Wilkinson, with D. Teece, Economic Reform in New Zealand

1984-95: The Pursuit of Efficiency, Journal of Economic Literature, 34/4 (December 1996):

1856-1902.

2. O.E. Williamson, Alfred D. Chandler, Biographical Memoirs, Proceedings of the American

Philosophical Society, 153/2 (June 2009): 226-227.

3. H.O. Armour and D.J. Teece, Organizational Structure and Economic Performance: A Test

of the Multidivisional Hypothesis, The Bell Journal of Economics, 9/1 (Spring 1978): 106-122;D.J. Teece, Internal Organization and Economic Performance: An Empirical Analysis of the

Profitability of Principal Firms, Journal of Industrial Economics, 30/2 (December 1981): 173-

199.

4. Competitive conditions implies that the required production capabilities are ubiquitously

distributed across suppliers.

5. D.J. Teece, Profiting from Technological Innovation, Research Policy, 15/6 (December 1986):

285-305; D.J. Teece, Reflections on Profiting from Innovation, Research Policy, 35/8 (Octo-

ber 2006): 1131-1146.

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6. S.G. Winter, The Logic of Appropriability: From Schumpeter to Arrow to Teece, Research

Policy, 35/8 (October 2006): 1100-1106.

7. O.E. Williamson, Corporate Finance and Corporate Governance, Journal of Finance, 43/3

(July 1988): 567-591.

8. G.P. Pisano, Science Business: The Promise, the Reality, and the Future of Biotech (Boston, MA:

Harvard Business School Press, 2006).9. G.P. Pisano, The Governance of Innovation: Vertical Integration and Collaborative Arrange-

ments in the Biotechnology Industry, Research Policy, 20/3 (June 1991): 237-249,

10. See K. Monteverde and D.J. Teece, Appropriable Rents and Quasi-Vertical Integration,

Journal of Law and Economics, 25/2 (October 1982): 321-328.

11. D.J. Teece, Vertical Integration and Vertical Divestiture in the U.S. Petroleum Industry (Stanford,

CA: Stanford Institute for Energy Studies, 1976); H.O. Armour and D.J. Teece, Organiza-

tional Structure and Economic Performance: A Test of the Multidivisional Hypothesis, Bell

Journal of Economics, 9/1 (Spring 1978): 106-122.

12. K. Monteverde and D.J. Teece, Supplier Switching Costs and Vertical Integration in the

Automobile Industry, Bell Journal of Economics, 13/1 (Spring 1982): 206-213; Monteverde

and Teece (October 1982), op. cit.

13. S. Masten, The Organization of Production: Evidence from the Aerospace Industry, Journal

of Law and Economics, 27/2 (October 1984): 403-417.

14. E. Anderson and D.C. Schmittlein, Integration of the Sales Force: An Empirical Examina-

tion, RAND Journal of Economics, 15/3 (Autumn 1984): 385-395.15. H.A. Shelanski and P.G. Klein, Empirical Research in Transaction Cost Economics: A

Review and Assessment, Journal of Law, Economics, & Organization, 11/2 (October 1995):

335-361.

16. J. Stuckey and D. White, When and When Not to Integrate, Sloan Management Review, 34/3

(Spring 1993): 71-83.

17. The earlier focus was more on market, not organizational, factors. However, an excellent

treatment of organizational factors can be found in Williamsons discussion of the limits of

vertical integration in O.E. Williamson, Markets and Hierarchies: Analysis and Antitrust Implica-

tions (New York, NY: Free Press, 1975).

18. Illustrative efforts are H. Chesbrough and D.J. Teece, When Is Virtual Virtuous? Organizing

for Innovation Harvard Business Review, 74/1 (January/February 1996): 65-73; D.C. Mow-

ery, J.E. Oxley, and B.S. Silverman, Strategic Alliances and Interfirm Knowledge Transfer,

Strategic Management Journal, 17 (Winter 1996 Special Issue): 77-91.

19. The first efforts to show application of the transaction cost economics framework in the con-

text of the diversification were D.J. Teece Economies of Scope and the Scope of the Enter-

prise, Journal of Economic Behavior and Organization, 1/3 (September 1980): 223-247; D.J.

Teece, Towards an Economic Theory of the Multiproduct Firm, Journal of Economic Behavior

and Organization, 3/1 (March 1982): 39-63.

20. Empirical tests in the transaction cost economics spirit that statistically explain diversifica-

tion activities include C.E. Helfat, Know-How and Asset Complementarity and Dynamic

Capability Accumulation: The Case of R&D, Strategic Management Journal, 18/5 (May 1997):

339-360.

21. See R.A. Coase, The Nature of the Firm, Economica, 4/16 (November 1937): 386-405.

22. P.J. Buckley and M. Casson, The Future of the Multinational Enterprise (London: Holms and

Meier, 1976).

23. D.J. Teece, Internal Organization and Economic Performance: An Empirical Analysis of the

Profitability of Principal Firms, Journal of Industrial Economics, 30/2 (December 1981): 173-

199; Teece (1982), op. cit.; D.J. Teece, Multinational Enterprise, Internal Governance, and

Industrial Organization,American Economic Review, 75/2 (May 1985): 233-238.

24. O.E. Williamson, Comparative Economic Organization: The Analysis of Discrete Structural

Alternatives,Administrative Science Quarterly, 36/2 (June 1991): 269-296.25. Early efforts to employ TCE to explain alliances include Teece (1986), op. cit.; G.P. Pisano,

M.V. Russo, and D.J. Teece, Joint Ventures and Collaborative Agreements in the Telecom-

munications Equipment Industry, in D. Mowery, ed., International Collaborative Ventures in

US Manufacturing (Cambridge, MA: Ballinger, 1988), pp. 23-70; G.P. Pisano, W. Shan, and

D.J. Teece, Joint Ventures and Collaboration in the Biotechnology Industry in D. Mowery,

ed., International Collaborative Ventures in US Manufacturing (Cambridge, MA: Ballinger, 1988),

pp. 183-222; G.P. Pisano and D.J. Teece, Collaborative Arrangements and Global Technol-

ogy Strategy: Some Evidence from the Telecommunications Equipment Industry, in R.A.

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Burgelman and R.S. Rosenbloom, eds., Research on Technological Innovation, Management and

Policy, Volume 4 (Greenwich, CT: JAI Press, 1989), pp. 227-256.

26. O.E. Williamson, The Economic Institutions of Capitalism: Firms, Markets, Relational Contracting,

(New York, NY: Free Press, 1985), p. 143.

27. A. Shuen, Technology Sourcing and Learning Strategies in the Semiconductor Industry,

Ph.D. dissertation, University of California, Berkeley, 1994.28. J.M. de Figueiredo and D.J. Teece, Mitigating Procurement Hazards in the Context of Inno-

vation, Industrial and Corporate Change, 5/2 (1996): 537-559.

29. Ibid.

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