Chapter 7--Acquisition and Restructuring Strategies
收购与重组(英文版)
– it is uncommon for a firm to develop new products internally to diversify its product lines
Increase diversification
Lower risk compared to developing new products
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Reasons for Making Acquisitions:
Increased Market Power
Factors increasing market power
Inadequate evaluation of target
Acquisitions
Managers overly focused on acquisitions
Large or extraordinary debt
Inability to achieve synergy
Too much diversification
Chapter 7
Acquisition and Restructuring Strategies
Michael A. Hitt R. Duane Ireland Robert E. Hoskisson
©2003 Southwestern Publishing Company
1
Strategic Inputs
firm’s capabilities and reduces its value
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学术英语（社科）Unit7原文及翻译.doc
Introduction: Understanding the Impact of New Media on Journalism 1Journalism is undergoing a fundamental transformation, perhaps the most fundamental since the rise of the penny press of the mid-nineteenth century. In the twilight of the twentieth century and the dawn of the twenty-first, there is emerging a new form of journalism whose distinguishing qualitiesinclude ubiquitous news, global information access, instantaneous reporting, interactivity, multimedia content, and extreme content customization. In many ways this represents a potentially better form of journalism because it can reengage an increasingly distrusting and alienated audience. At the same time, it presents many threats to the most cherished values and standards of journalism. Authenticity of content, source verification, accuracy, and truth are all suspect in a medium where anyone with a computer and a modem can become a global publisher.2Although the easy answer is to point to the Internet, the reasons for the transformation of journalism are neither simple nor one-dimensional. Rather, a set of economic, regulatory, and cultural forces, driven by technological change, are converging to bring about a massive shift in the nature of journalism at the millennium.3The growth of a global economic system, made up of regional economies, all interrelated (witness the volatility in the world‟s financial markets in August 1998, when drops in Asian and Russian markets triggered drops in European and U.S. markets) and increasingly controlled by multinational corporate behemoths, has rewritten the financial basis for journalism and the media in general. Deregulation, as outlined in the U.S. Telecommunications Act of 1996 and简介：了解新媒体对新闻的影响1新闻业正在发生根本性的变革，或许最根本的变革是十九世纪中叶的便士报的崛起。
International Diversification, Ownership Structure, Legal Origin, and Earnings Management
International Diversification,Ownership Structure,Legal Origin,and Earnings Management:Evidence from TaiwanC HEN-L UNG C HIN*Y U-J U C HEN**T SUN-J UI H SIEH***The primary objective of this study is to investigate the impact of corpo-rate internationalization on earnings management.We also explore themitigating roles of corporate ownership structure,as measured by diver-gence of controlling owner’s control and cash rights,and the proportionof firms that operate in common law countries on earnings management.Using a sample drawn from Taiwan,we find that greater corporateinternationalization is associated with a higher level of earnings man-agement,as proxied by discretionary accruals and the likelihood ofexactly meeting or just beating analyst forecast.Corporate internation-alization is measured by the ratio of foreign assets to total assets,foreign operational country scope,and the number of foreign investees,respectively.In addition,we find that companies can reduce the nega-tive effects of internationalization on earnings management by improv-ing their corporate ownership structures or investing in a higherproportion of common law countries where there is a better investorlegal protection environment and higher information transparency.1.IntroductionOver the past decade,a growing number of listed firms in developed and developing markets have substantially expanded their operations abroad.1Despite the prevalence of international diversification,there is surprisingly little evidence of its effect on earnings management.This paper explores the association between the extent of a firm’s international diversification and earnings *National Chengchi University**Providence University***Providence University1.For example,cross-border investments of U.S.firms have grown by more than700percent (World Trade Organization[2000]),and S&P500firms report that foreign sales account for more than24percent of total sales.In addition,of the ten largest panies listed on the NYSE, almost one-half of their revenues are generated from foreign operations(Meek and Thomas[2004]). In the case of Taiwan,the volume of international trade and foreign direct investment has approached 50percent of gross national product in recent years(Chang[2007]).233234JOURNAL OF ACCOUNTING,AUDITING&FINANCE management.Furthermore,we investigate whether an effective corporate owner-ship structure plays a critical role in mitigating earnings management induced by corporate internationalization.The ownership structure is measured as the diver-gence between the ultimate owner’s voting rights and cash flow rights.Finally, we examine whether the association between corporate internationalization and earnings management is reduced when companies operate in a higher proportion of countries with better legal protections to investors.The first question to be addressed in this paper is whether corporate interna-tional diversification results in a higher degree of earnings management.First, while domestic earnings refers to a single country,foreign earnings encompasses countries from around the world differing drastically in terms of economic condi-tions,political stability,competitive forces,growth opportunities,governmental regulations,and so on(Thomas[2000]).With increased geographic dispersion of firm assets,corporate international diversification thus increases organizational complexity,and in turn increases information asymmetry between managers and investors.Managers may exploit these discretions to make self-maximizing deci-sion,which decreases firm value.For example,Hope and Thomas(2008)show that when information asymmetries induced by international diversification increase,managers are more likely to engage in foreign empire building.To mask the adverse effect of these suboptimal decisions arising from their discre-tion on firm performance,managers have the incentive to engage in aggressive earnings management.Second,expansion into international markets increases the complexity of information processing for investors(Thomas[1999];Callen,Hope, and Segal[2005])and analysts(Duru and Reeb[2002];Tihanyi and Thomas [2005];Herrmann,Hope,and Thomas[2008]).2These results,in conjunction with the findings that managers tend to engage in a higher level of earnings management as information asymmetry increases(e.g.,Dye[1988];Beatty and Harris[1999]; Richardson[2000]),lead to our expectation that managers exploit this additional level of information asymmetry to engage in earnings management.Next,we explore the association between ownership structures of multina-tional firms and earnings management.The primary agency problem in most countries outside the United States is reflected in the conflict of interest between controlling owners and minority owners(La Porta,Lopez-de-Silanes,and Shleifer[1999];Haw,Hu,Hwang,and Wu[2004];Francis,Schipper,and Vin-cent[2005]),and the former generally possess control rights in excess of cash flow rights via stock pyramids and cross-ownership structures.When control divergence increases,the controlling owner’s ability and incentive to expropri-ate minority investors increases also.3Insiders(such as controlling owners or2.For example,Duru and Reeb(2002)document that greater corporate international diversifi-cation is associated with less accurate analyst forecasts.3.Claessens,Djankov,and Lang(2000,84)cite La Porta,Lopez-de-Silanes,and Shleifer’s (1999)statement that,in East Asia,corporate control can be achieved while holding much less than an absolute majority of the stock.In that area,the probability that a single controlling owner holds less than20percent of the stock is very high.This held true in80percent of the cases,across the four East Asian countries.Claessens,Djankov,and Lang(2000)report that the average voting rights held by controlling shareholders in Taiwan is about18.96percent,while the average cash flow rights held by controlling shareholders in Taiwan is about15.98percent.managers)have incentives to conceal private control benefits from outsiders because,if these benefits are detected,outsiders will take disciplinary actions against them (Shleifer and Vishny [1997];Leuz,Nanda,and Wysocki [2003]).Therefore,controlling owners and managers tend to manage earnings in an attempt to mask true firm’s performance and to conceal their private control benefits from outsiders (Leuz,Nanda,and Wysocki [2003];Haw et al.[2004]),particularly in the context of internationalization.In this paper,we hypothesize that an effective corporate ownership structure,as measured by the divergence between controlling owners’cash flow rights and voting rights,plays a critical role in mitigating earnings management induced by corporate internationalization.We further examine whether the degree of earnings management decreases when companies invest in a higher proportion of common law countries.Prior studies (e.g.,La Porta,Lopez-de-Silanes,Shleifer,and Vishny [1997,2000])show that the common law countries (e.g.,the United States and the United Kingdom)offer the best investor protection,while the French-based code law countries offer the least protection.Better law protection limits insiders’ability to acquire private control benefits and reduces their incentives to mask a firm’s performance and manage earnings (Leuz,Nanda,and Wysocki [2003]).Further-more,in market-oriented common law countries,the base of shareholders typi-cally is larger and more diverse,and information asymmetry is more efficiently resolved through public disclosure.Hence,there is a larger demand for account-ing quality (Ball,Kothari,and Robin [2000];Ball,Robin,and Wu [2003]).Therefore,we expect that the pervasiveness of earnings management declines when companies invest in a higher proportion of common law countries.The motivations for using Taiwanese firms’data stem from the following four reasons.First,internationalization may become an indispensable strategy for a firm’s growth in the emerging countries.Taiwan is characterized by a heavy reliance on exports,smaller stock markets,higher ownership concentrations,weaker investor protections,and lower disclosure requirements.Therefore,the effect of internationalization on earnings management in Taiwanese firms should be more pronounced,providing a stronger test of our hypotheses.Second,the relationship between ownership structure and financial report-ing has not been studied in a concentrated ownership context like that in Taiwan,the dominant context outside the United States.In East Asian corpora-tions,the high concentration of ownership nullifies the principal-agent problem between owners and managers as well as the related role of accounting-based managerial contracts.It is interesting to see how the ownership structure of a multinational firm interacts with the extent of earnings management using Taiwanese data.Third,prior literature focuses primarily on the effects of legal protection on a company’s earnings quality and investigates how the legal protection in differ-ent regimes affects a firm’s earnings quality.Unlike prior studies,the current pa-per explores how the earnings quality of a multinational firm is affected by a proportion of foreign investees with better legal protection environment (i.e.,common law countries).We believe that using Taiwanese firms is appropriate to 235INTERNATIONAL DIVERSIFICATION,OWNERSHIP STRUCTURE236JOURNAL OF ACCOUNTING,AUDITING&FINANCE examine whether foreign legal systems have an impact on firms’earnings management.4Finally,the Generally Accepted Accounting Principles(GAAP)in Taiwan are similar to those in the United States.In particular,Taiwan’s segment disclosure rule, Taiwan’s Statement of Financial Accounting Standards No.20,Disclosure of Seg-ment Financial Information(hereafter TSFAS20),is almost identical to U.S.State-ment of Financial Accounting Standards No.131(SFAS131)5and International Accounting Standards No.14(IAS14).Thus,although not many countries require segment disclosures,our findings suggest the importance of these disclosures.Our evidence supports the prediction that in the context of an emerging mar-ket,such as the Taiwanese market,the pervasiveness of earnings management increases in aggressive internationalization.However,such earnings management behavior effects can be mitigated through specific mechanisms.These mecha-nisms include improving ownership structures of multinational firms or investing more heavily in common law countries.This paper contributes to several streams of literature.First,our study con-tributes to literature on the association between internationalization and earnings management.Unlike prior studies(e.g.,Bodnar and Weintrop[1997];Bodnar, Hwang,and Weintrop[2003])that focus on countries of Anglo-Saxon cultural derivation,we use Taiwan’s data and find that corporate internationalization exacerbates earnings management in the context of the code law system.Due to the fact that Taiwan’s GAAP for segment reporting is similar to the USFAS131 and IAS14,and that the nature of corporate ownership structures differs between Taiwan and the Anglo-Saxon countries examined in Bodnar and Weintrop(1997) and Bodnar,Hwang,and Weintrop(2003),our findings provide further under-standing of the impact of corporate ownership structure on earnings management outside the United States and other Anglo-Saxon countries.64.With regard to the legal protection environment of Taiwanese firms engaging in internation-alization,in our sample,some50percent of investees were in common law countries,with the re-mainder in civil law countries.See the median of LAW in Table2.5.TSFAS20requires firms to identify their reportable segments;disclose operating perform-ance based on geographic area,industry classifications,and sales to critical customers and exports overseas classifications.Furthermore,additional reporting of both income statement and balance sheet data are required.This includes information on foreign investee revenue,sales to external customers, and intersegment sales or transfers when these equal or exceed10percent of the combined revenue of all reportable operating segments.These requirements are similar to those of SFAS131.However, SFAS131allows firms not to disclose earnings for nonoperating segments.According to Herrmann and Thomas(2000),only16percent of the companies in their sample continue to disclose geographic earnings after implementation of SFAS131.In addition,the Taiwan Stock Exchange Corporation stipulates that the publicly listed firms must disclose information about their overseas investments through the Market Observation Post System.The information to be disclosed includes the amount invested,foreign investee locations,and the profit or loss from these investments.6.Recent developments in the United States highlight the importance of understanding the quality of financial reporting using IFRS standards(e.g.,Reason[2005];Cook and Taub[2007]; Johnson[2007]).These developments include recent moves by the U.S.Securities and Exchange Commission to allow foreign-private issuers to use IAS as the reporting scheme rather than requiring the use of U.S.GAAPs;joint standard development activities under way by the FASB and the IASB; and suggestions that even U.S.-based issuers may be required to abandon GAAP in favor of IFRS.Second,we contribute to the literature on internationalization and corporate ownership structure by exploring and documenting the effects of the controlling owner’s control divergence of a multinational firm on earnings management.The fundamental agency in most countries stems from the conflict of interest between controlling owner and minority.The results,in combination with the fact that multinational firms possess a higher level of information asymmetry,allow man-agers to engage in a higher degree of earnings management.Hence,it is impor-tant to understand the influence of corporate ownership structure,as measured by control divergence,on earnings management by multinational firms.Obviously,investing corporate assets overseas partially removes them from the domestic court system and judicial processes.Therefore,our third contribution is to exam-ine the effects of the legal regime governing investor protection in the investee companies on earnings management.Prior literature on internationalization im-plicitly assumes that the effects of expansion outside the home country are the same regardless of the countries into which firms expand (e.g.,Duru and Reeb[2002]).However,corporate internationalization may have a differential impact on the degree of earnings management across legal protection regimes within which foreign investees operate.Hence,a combination of better corporate owner-ship structures and foreign legal regimes that protect the investor may mitigate earnings management behavior.Furthermore,this study contributes to the literature on the effectiveness of regulation in providing information valuable to investors.Regulation issues exist both within and across national boundaries,consistent with increasing levels of economic globalization of economic activities and investments.In that regard,there is an increasing emphasis on harmonization of accounting standards,with pressure growing for convergence between International Financial Reporting Standards (IFRS)and U.S.GAAPs.Our findings imply that segment disclosure seems to have great value to investors in understanding foreign operation and seems to decrease information asymmetry between managers and investors,as well as to further reduce earnings management.The rest of this paper is organized as follows.Section 2presents the hypoth-eses we test.Section 3describes our data,sample selection procedure,and research designs.Section 4presents the empirical results and some additional tests.Section 5presents our conclusions.2.HypothesesIt is well documented that expansion into international markets increases the overall organizational complexity and in turn the complexity of information proc-essing for investors (Thomas [1999];Callen,Hope,and Segal [2005])and analysts (Duru and Reeb [2002];Tihanyi and Thomas [2005];Herrmann,Hope,and Thomas [2008]).International expansion typically leads to an increase in overall organizational complexity and in turn hampers the firm’s information 237INTERNATIONAL DIVERSIFICATION,OWNERSHIP STRUCTURE238JOURNAL OF ACCOUNTING,AUDITING&FINANCE environment.As mentioned above,in contrast to domestic earnings,foreign earn-ings encompasses countries from around the world differing drastically in terms of economic conditions,competitive forces,political stability,growth opportuni-ties,governmental regulations,and so on(Thomas[2000]).Thus,with increased geographic dispersion of firm assets,it is presumably more difficult for investors or even analysts to carefully scrutinize the firm’s earnings reports and make accurate assessment of foreign operations.For example,Thomas(1999)shows that investors underestimate the persistence of foreign earnings.Thomas posits that one possible explanation for the existence of market mispricing is that it is difficult for investors to understand fully the origin of firms’foreign earnings (Thomas[1999,265]).7Similarly,Duru and Reeb(2002)and Tihanyi and Thomas(2005)further find that international diversification leads to less accurate analyst earnings forecasts.Thus,the degree of information asymmetry increases with the extent of corporate international diversification.Analytical models(e.g.,Dye[1988];Trueman and Titman[1988])indicate that the level of earnings management increases as information asymmetry increases.In addition,empirical studies(e.g.,Schipper[1989];Warfield,Wild,and Wild[1995];Beatty and Harris[1999];Richardson[2000])further provide support-ing evidence that managers may exploit the informational asymmetry and engage in a higher degree of earnings management.For example,Schipper(1989)and Warfield,Wild,and Wild(1995)argue that when shareholders have insufficient resources,incentives,or access to relevant information to monitor manager’s actions,earnings management can also occur.Thus,we expect that managers of multinational firms may engage in a higher degree of earnings management,by exploiting this additional level of information asymmetry,than otherwise would be the case if listed firms were not internationally diversified.With increased geographic dispersion of firm assets,corporate international diversification leads to not only an increase in overall organizational complexity, but also an increase in managers’discretion over operating decision.Kogut (1983)argues that expansion into international markets increases firms’opera-tional flexibility and allows firms to change value by exploiting the increased uncertainty of the international environment.For example,global manufacturing gives managers additional opportunities to exercise discretion by shifting produc-tion to lower-or higher-cost locations.Bodnar,Tang,and Weintrop(1999)note that operating in multiple geographic locations creates additional options.Thus, corporate internationalization increases the possibility for managers to enjoy more discretion.Under this circumstance,it is presumably apparent that managers may exploit these discretions to make self-maximizing decision,which decreases firm value.For example,Hope and Thomas(2008)show that managers are more7.Khurana,Pereira,and Raman(2003)find that analysts fail to fully incorporate the higher persistence of foreign earnings.They argue that their findings help explain the market mispricing documented by Thomas(2000).likely to engage in foreign ‘‘empire building’’when information asymmetries induced by international diversification increase.Stulz (1990)also documents that increased information asymmetry between managers and investors,arising from international diversification,is likely to lead to overinvestment and misallo-cation of resources.To mask the adverse effect of their discretion and suboptimal decision on firm performance,managers of multinational firms may have strong incentives to engage in aggressive earnings management.The preceding arguments thus suggest a positive association between the firm’s international diversification and the extent of earnings management.These discussions and predictions lead to the first testable hypothesis:H 1:Greater corporate internationalization is associated with a higher degreeof earnings management.Widely dispersed ownership is not the most common form of ownership struc-ture in listed firms around the world.Despite some concentration of ownership in the United States,an even higher ownership concentration exits in other developed and developing countries (La Porta,Lopez-de-Silanes,and Shleifer [1999];Haw et al.[2004];Francis,Schipper,and Vincent [2005]).The fundamental agency problem for listed firms in these countries stems from the conflict of interest between minority shareholders and controlling owners.The latter typically exercise control power in excess of their cash flow rights via stock pyramids and cross-ownership structures.Because a smaller fraction of the firm’s cash flow rights rela-tive to voting rights fails to align controlling owner incentive with those of minor-ity shareholders,controlling owners thus possess incentives and the ability to extract private control benefits (expropriation of the firm’s assets and opportunities,and outright theft)that are not shared by minority shareholders in proportion to the shares owned.Extracting private control benefits,if detected,is likely to invite external intervention by minority shareholders,analysts,stock exchanges,or regu-lators (Haw et al.[2004]).The desire to avoid external monitoring and loss of rep-utation induces insiders to mask or conceal their private control benefits by managing reported earnings (Leuz,Nanda,and Wysocki [2003];Haw et al.[2004]).Haw et al.(2004)also document that earnings management increases as the control divergence of the controlling shareholders increases.In the context of multinational firms,where additional organizational com-plexity and a greater degree of information asymmetry exists between managers and investors,managers might have greater discretion over opportunistic behav-iors.In this paper,we thus hypothesize that a decrease in the degree of diver-gence between the controlling owner’s voting rights and cash flow rights mitigates the effects of international diversification on earnings management.Hence,we propose the second hypothesis as follows:H 2:The association between earnings management and corporate internation-alization is less pronounced when the control divergence of controlling owners decreases.239INTERNATIONAL DIVERSIFICATION,OWNERSHIP STRUCTURE240JOURNAL OF ACCOUNTING,AUDITING&FINANCE An important difference between common law(e.g.,United States)and code law countries(e.g.,Germany)is the manner of resolving information asymmetry between managers and potential users of accounting information.In market-oriented common law countries,the base of shareholders typically is larger and more diverse,and information asymmetry is more efficiently resolved through public disclosure.The demand for high-quality financial disclosure is enforced in a market system,so there is also a higher frequency and expected cost of share-holder litigation(Ball,Kothari,and Robin[2000];Ball,Robin,and Wu[2003]). On the other hand,in planning-oriented code law countries,information asymme-try is more likely to be resolved by‘‘insider’’communication with stakeholder representatives,so demand is lower for high-quality public financial reporting and disclosure(Ball,Kothari,and Robin[2000];Ball,Robin,and Wu[2003]). Consequently,it is well documented that common law countries typically have stronger protection for outside investors(both shareholders and creditors)(i.e., La Porta et al.[2000])8and better accounting quality(La Porta et al.[1998]) than code law countries.9Prior studies show that strong shareholder protection in the marketplace should attenuate management opportunism(Jensen and Mecking[1976];Holmstrom [1979])and in turn reduce their incentives to mask private control benefits by manipulating earnings(Jensen and Mecking[1976];Hung[2001];Leuz,Nanda, and Wysocki[2003]).Stated differently,managers are less likely to behave oppor-tunistically and manipulate earnings in common law countries with strong protec-tion than in code law countries with weak protection.For example,there are many mechanisms for oppressed shareholders to make legal claims against directors in the United States,while there are few such mechanisms in Germany(La Porta et al. [1998]).U.S.managers who materially misstate earnings generally face shareholders’class-action suits and securities regulators’investigations,but German managers rarely face such consequences.As a consequence,U.S.managers are less likely to exhibit such behavior,compared with German managers,due to the higher cost of opportunistic behavior(La Porta et al.[1998];Hung[2001]).Recent research on the effect of legal origin system on earnings quality gen-erally lends support to the above arguments.For example,Hung(2001)finds that the use of accrual accounting negatively affects the value relevance of financial statements in civil law countries with weak shareholder protection.This negative effect,however,does not exist in common law countries.Haw et al.(2004) Porta et al.(1997)also examined legal rules associated with protection of corporate shareholders and the quality of their enforcement in forty-nine countries.In addition,compared with common law countries,civil law countries have the weakest investor protections and the least devel-oped capital markets.9.For example,strict,well-enforced laws that protect minority investors are more a feature of countries with common law traditions than those with civil law traditions.9Well-functioning legal and judicial systems limit insiders’private control benefits by making wealth expropriation legally riskier and more expensive(La Porta et al.[2000]),and shareholder litigation is a mechanism to enforce high-quality financial reporting in common law countries(Ball,Kothari,and Robin[2000]).indicate that earnings management influenced by control divergence is limited more in common law countries than in code law countries.10The stream of literature on cross-listing further shows that cross-listing in common law countries provides a credible commitment to higher-quality disclo-sure.For example,a U.S.cross-listing typically improves transparency by impos-ing disclosure requirements on firms that are more stringent than the disclosure requirements they face in their home country (e.g.,Coffee [1999,2002];Lang,Lins,and Miller [2003]).11As a consequence,firms listing on a U.S.exchange accept the consequence of being subject to an additional layer of monitoring by a variety of U.S.market intermediaries.12A firm’s willingness to be listed in markets with higher transparencies may be considered a signal to investors that the controlling owners will be less willing to exploit the minority owners’inter-ests (Doidge,Karolyi,and Stulz [2004]).In the same vein,companies with greater investments in common law countries are taking actions that render them less capable of exploiting minority investors and in turn are more likely to pro-vide accounting reporting of higher quality.In this paper,we expect,in the context of internationally diversified corpora-tions,that pervasiveness of earnings management declines when companies invest in a higher proportion of common law countries.Unlike the preceding research (Ball,Kothari,and Robin [2000];Leuz,Nanda,and Wysocki [2003];Haw et al.[2004]Leuz,Nanda,and Wysocki ),13where the focus is exclusively on the association between a firm’s financial reporting quality and the legal protection of its home country,this study further examines,in the context of corporate international diversification,the association between the earnings10.In addition to managers’behavior,the legal origin system also has an effect on analysts’forecast behavior.Analysts play an increasingly important role of monitoring managers’behavior in capital markets.Khanna,Palepu,and Chang (2000)and Hope (2003)indicate that in common law countries stronger enforcement of accounting standards and higher quality of accounting are associ-ated with higher analysts earnings forecast accuracy (Hope [2003]).11.For example,cross-listing subjects them to enforcement actions initiated by the U.S.Secur-ities and Exchange Commission,to class action lawsuits filed in the U.S.court,and to scrutiny from U.S.media and analysts.Furthermore,if they raise funds in the United States,these firms are sub-jected to monitoring by underwriters.12.The extant evidence documents that firms listed in countries with better investor protection or transparency (e.g.,United States)experience positive abnormal returns (Foerster and Karolyi[1999]),that they subsequently raise more capital after listing (Lins,Strickland,and Zenner [2005]),that their cost of capital is lower (Hail and Leuz [2004]),that estimates of private benefits of control are lower (Doidge,Karolyi,and Stulz,[2004]),and that firms are valued more highly (Doidge,Karolyi,and Stulz [2004]).13.Haw et al.(2004)found that there was less apparent earnings management by firms when the controlling owner had more voting than cash flow rights in countries where the legal code pro-vided more protection to investors than in countries where the legal code did not so protect the investors.Leuz,Nanda,and Wysocki (2003)found that earnings management was higher in countries where the legal system provided minority owners with fewer rights than in countries where the legal system provided minority owners with greater rights.This finding is consistent with Chin,Kleinman,Lee,and Lin (2006)in the context of the Taiwanese market.Finally,Ball,Kothari,and Robin (2000)reported that less timely and less conservative earnings reports tended to be issued in so-called civil law countries (called code countries by Ball,Kothari,and Robin [2000])than in common law countries.241INTERNATIONAL DIVERSIFICATION,OWNERSHIP STRUCTURE。
公司理财罗斯英文原书第九版第十七篇
$50
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17-9
Selfish Strategy 3: Milking the Property
Liquidating dividends
Suppose our firm paid out a $200 dividend to the shareholders. This leaves the firm insolvent, with nothing for the bondholders, but plenty for the former shareholders.
Define the costs associated with bankruptcy Understand the theoria firm carries
Tradeoff Signaling Agency Cost Pecking Order
Such tactics often violate bond indentures.
Increase perquisites to shareholders and/or management
17-10
17.3 Can Costs of Debt Be Reduced?
Protective Covenants Debt Consolidation:
17.3 Can Costs of Debt Be Reduced?
17.4 Integration of Tax Effects and Financial Distress Costs
17.5 Signaling
17.6 Shirking, Perquisites, and Bad Investments: A Note on Agency Cost of Equity
会计学原理英文课件 (7)
7-14
LO 2
Principles of Internal Control Activities
Question
The principles of internal control do not include:
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Internal Control
Question
Internal control is used in a business to enhance the accuracy and reliability of its accounting records and to:
a. safeguard its assets.
7-11
LO 2
Principles of Internal Control Activities
PHYSICAL CONTROLS
Illustration 7-2 Physical controls
7-12
LO 2
Principles of Internal Control Activities
b. prevent fraud.
c. produce correct financial statements.
d. deter employee dishonesty.
7-6
LO 1
Internal Control
Five Primary Components:
商业银行
19-14
Other Characteristics of the Target Firm to Examine
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McGraw-Hill/Irwin Bank Management and Financial Services, 7/e
• Mergers as a Device for Reducing • Mergers as a Device for Maximizing Competition • Management’s Welfare • Other Motives
The Most Important Goal of Any Merger Should Be to Increase the Market Value of the Surviving Firm.
Ownership structure and corporate performance【外文翻译】
外文翻译原文Ownership structure and corporate performanceMaterial Source:rlocatereconbaseAuthor :Harold Demsetz,Belen VillalongaAbstractThis paper investigates the relation between the ownership structure and the performance of corporations if ownership is made multi-dimensional and also is treated as an endogenous variable. To our knowledge, no prior study has treated the corporate control problem this way. We find no statistically significant relation between ownership structure and firm performance. This finding is consistent with the view that diffuse ownership, while it may exacerbate some agency problems, lso yields compensating advantages that generally offset such problems. Consequently, for data that reflect market-mediated ownership structures, no systematic relation between ownership structure and firm performance is to be expected. 2001 Elsevier Science B.V. All rights reserved.1.IntroductionThe connection between ownership structure and performance has been the subject of an important and ongoing debate in the corporate finance literature. The debate goes back to the Berle and Means(1932). thesis, which suggests that an inverse correlation should be observed between the diffuseness of shareholdings and firm performance. Their view has been challenged by Demsetz (1983),who argues that the ownership structure of a corporation should be thought of as an endogenous outcome of decisions that reflect the influence of shareholders and of trading on the market for shares. When owners of a privately held company decide to sell shares, and when shareholders of a publicly held corporation agree to a new secondary distribution, they are, in effect, deciding to alter the ownership structure of their firms and, with high probability, to make that structure more diffuse. Subsequent trading of shares will reflect the desire of potential and existing owners to change their ownership stakes in the firm. In the case of a corporate takeover, those who would be owners have a direct and dominating influence onthe firm’s ownership structure. In these ways, a firm’s ownership structure reflects decisions made by those who own or who would own shares. The ownership structure that emerges, whether concentrated or diffuse, ought to be influenced by the profit-maximizing interests of shareholders ,so that, as a result, there should be no systematic relation between variations in ownership structure and variations in firm performance.The empirical studies about the relation between both variables seem to have yielded conflicting results. Demsetz and Lehn (1985) provide evidence of the endogeneity of a firm’s ownership structure argued for by Demsetz (1983) and also assess the validity of the Berle and Means thesis: A linear regression of an accounting measure of profit rate on the fraction of shares owned by the five largest shareholding interests ?and on a set of control variables., in which ownership structure is treated as an endogenous variable, gives no evidence of a relation between profit rate and ownership concentration. Morck et al.?1988. ignore the endogeneity issue altogether and re-examine the relation between corporate ownership structure and performance. Like Demsetz and Lehn (1985), they find no significant relation in the linear regressions they estimate using Tobin’s Q and accounting profit rate as alternative measures of performance. However, they also estimate a piecewise linear regression of Tobin’s Q on insider ownership, and this does provide evidence of a non-monotonic relation. The estimated piecewise regression is positive for management holdings of shares between 0%and 5%of outstanding shares, negative for management holdings between 5%and 25%,and positive once more for management holdings greater than 25%.Other articles have followed the Morck et al.(1988)study. Included among these are McConnell and Servaes (1990),Hermalin and Weisbach (1988), Lodererand Martin(1997),Cho (1998),Himmelberg et al.（1999）,and Holderness et al.（1999）. Summary descriptions of these studies are provided in Appendix A. All rely chiefly on Tobin’s Q as a measure of firm performance, although a few also examine accounting profit rate, and all emphasize managerial shareholdings as a measure of ownership structure.Differences abound across these studies, in measurements and sample used, in estimating technique applied, in whether and how they account for the endogeneity of ownership structure, and in results obtained.Fig.1 shows the results of all the studies of firm performance and ownership structure that followedDemsetz and Lehn（1985）.We do not judge here which of these articles offer（s）. the most reliable guide.However,Fig.1 suggests that these studies, viewed in totality, do not give strong evidence by which to reject the belief that firmperformance and managerial equity ownership are unrelated.In Section 2,we analyze the conceptual issues surrounding each of the three main aspects that seem to explain the differences in results observed across studies: The measurements of firm performance, the measure of ownership structure used, and whether or not the endogeneity of ownership structure is taken into account in the estimation of the effect of ownership on performance. Our analysis suggests that none of the studies we examine treat ownership structure appropriately. It should be modeled not only as an endogenous variable but also, simultaneously, as an amalgam of shareholdings owned by persons with different interests. In particular, the fractions of shares owned by outside shareholders and by management should be measured separately. To our knowledge, no study to date incorporates both these aspects of ownership structure.3 Hence, a restudy of the ownership–performance relation seems needed.Our restudy fills this gap. It models ownership structure as an endogenous variable and it examines two dimensions of this structure likely to represent conflicting interests, the fraction of shares owned by management and the fraction of shares owned by the five largest shareholding interests. For the 223 firm sample examined here , the evidence supports the belief that ownership structure is endogenous but not the belief that ownership structure affects firm performance.These findings are consistent with the view that ownership structures, whether diffuse or concentrated, that maximize shareholder expected returns are those that emerge from the interplay of market forces.The following section discusses some of the conceptual issues that arise from an attempt to determine whether there is a relation between ownership structure and firm performance. Section 3 describes the data and variables we use in our empirical analysis. Section 4 reports and discusses our findings. Section 5 concludes.2.Conceptual issues in estimating the ownership–performance relation2.1.Firm performanceThe Demsetz and Lehn study used accounting profit rate to measure firm performance. All of the studies that followed used Tobin’s Q. There are two important respects in which these two measures differ. One is in time perspective, backward-looking for accounting profit rate and forward-looking for Q. In attempting to assess the effect of ownership structure on firm performance, is it more sensible to look at an estimate of what management has accomplished or atan estimate of what management will accomplish? The second difference is in who is actually measuring performance. For the accounting profit rate, this is the accountant constrained by standards set by his profession. For Q, this is primarily the community of investors constrained by their acumen, optimism, or pessimism. The proclivity of economists, most of whom have a better understanding of market constraints than of accounting constraints, is to favor Q. But caution is needed here. Accounting profit rate is not affected by the psychology of investors, and it only partially involves estimates of future events, mainly in the valuations it places on goodwill and depreciation. Tobin’s Q, however ,is buffeted by investor psychology pertaining to forecasts of a multitude of world events that include the outcomes of present business strategies.译文Ownership structure and corporate performance资料来源：rlocatereconbase作者：Harold Demsetz,Belen Villalonga摘要本文考察了当股权被视为内部变量由多层面组合时股权和企业业绩的关系。
Universal Hypothesis SLA
8. Similar grammatical categories (for example, noun, verb) are found in all languages. . 9. There are semantic universals, such as "male" or "female," "animate" or "human," found in every language in the world. . 10. Every language has a way of referring to past time, forming questions, issuing commands, and so on. .
de Valenzuela, 1998, pp. 125-6)
1. Wherever humans exist, language exists.
2. There are no "primitive" languages -- all languages are equally complex and equally capable of expressing any idea in the universe. The vocabulary of any language can be expanded to include new words for new concepts.
5. All human languages utilize a finite set of discrete(不连续的) sounds (or gestures) that are combined to form meaningful elements or words, which themselves form an infinite set of possible sentences. . 6. All grammars contain rules for the formation of words and sentences of a similar kind. . 7. Every spoken language includes discrete sound segments like p, n, or a, which can be defined by a finite set of sound properties or features. Every spoken language has a class of vowels and a class of consonants.
乔普拉《供应链管理(第7版英文版)》教学课件CH17
• Every company and supply chain faces the challenge of the tragedy of the commons as it operates in a global environment
• Difficult to imagine a sustainable solution emerging without some intervention
Copyright © 2019, 2016, 2013 Pearson Education, Inc. All Rights Reserved
Key Pillars of Corporate Social Responsibility
• Measuring performance along all three pillars may be required to evaluate the impact of sustainability-related efforts – Environmental – Social – Governance
As supply chains have globalized and emerging countries have grown, it has become increasingly clear that the world’s resources and environment will not be able to support this growth unless supply chains become more sustainable. Besides the need to make the world more sustainable, an increased focus on sustainability can allow supply chains to reduce risk, become more efficient, and attract some customers who value these efforts.
战略管理流程讲义(英文版!07
+ Maintain Financial Slack
Provide enough additional financial resources so that profitable projects would not be foregone
Ch7-8
Attributes of Effective Acquisitions
Downscoping
Selectively divesting or closing non-core businesses Reducing scope of operations Leads to greater focus Example: Disney’s selling of Fairchild Publications
Integration Difficulties
Differing financial and control systems can make integration of firms difficult Example: Intel’s acquisition of DEC’s semiconductor division
Overcome Barriers to Entry
Acquisitions overcome costly barriers to entry which may make “start-ups” economically unattractive Example: Belgian-Dutch Fortis’ acquisition of American Banker’s Insurance Group
Acquisition
A transaction where one firm buys another firm with the intent of more effectively using a core competence by making the acquired firm a subsidiary within its portfolio of businesses
战略管理.希特.第四版ch06
Anti-Trust Regulation Tax Laws
Low Performance Uncertain Future Cash Flows
Firm Risk Reduction
Tangible Resources Intangible Resources
- integrated low cost/differentiation
2. Corporate-Level Strategy (Companywide Strategy)
How to create value for the corporation as a whole
Ch6-3
Key Questions of Corporate Strategy
Ch6-7
Motives, Incentives, and Resources for Diversification
Competitive Dynamics
Chapter 6
Corporate-Level Strategy
Chapter 7
Acquisitions & Restructuring
Chapter 8
International Strategy
Chapter 9
Cooperative Strategies
1. What businesses should the corporation be in?
2. How should the corporate office manage the array of business units?
Corporate Strategy is what makes the corporate whole add up to more than the sum of its business unit parts
MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)
B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent company, B (transfer of shares).
• The negotiations 谈判 or tendering activity may involve the dissemination 传播 of new information – the market then may revalue previously “undervalued” shares 会重新评估以前被低估的股份
– Merge with a supplier or a customer 与供应商或购买者合作
– Control over suppliers “may” reduce costs.
– Over integration can cause the opposite effect. 再整合带来的积极 影响
efficiencyexplanations?differentialefficiencytheory效用理论?managementoffirmamoreefficientthanmanagementoffirmb?inefficientmanagementtheory?anothercontrolgroupmightbeabletomanagetheassetsmoreanothercontrolgroupmightbeabletomanagetheassetsmoreeffectively5?efficiencyisincreasedbymergeratfirmandeconomylevel?inpracticetheacquiringfirmsmaybeoveroptimisticintheirjudgementoftheirimpactsontheperformanceoftheacquiredfirms过分乐观高估了自己对被收购公司的影响力?mayoverpaytotheacquiredfirmsorfailtoimprovetheirperformanceroll1986informationtheories信息理论?managementisstimulated激励toimplement实施ahighervaluedoperatingstrategy6?thenegotiations谈判ortenderingactivitymayinvolvethedissemination传播ofnewinformationthemarketthenmayrevaluepreviouslyundervaluedshares会重新评估以前被低估的股份agencyproblems?agencyproblemariseswhenmanagersownonlyafraction分数oftheownershipsharesofthefirm?henceworklessvigorouslyandconsumemoreperquisites津贴atthecostofmajorityownersperquisites津贴atthecostofmajorityowners?threattotakeover接管的威胁canmitigate减轻agencyproblemviamonitoringmanagersonbehalfofind
《英语语言学概论》配套习题（五）（问答题）
《英语语言学概论》配套习题（五）（问答题）《英语语言学概论》配套习题（五）（问答题）Chapter 1 Introduction to Linguistics1.What are design features of language?2.What are the characteristics of human language?3.Explain the characteristic of arbitrariness. What are the relationship betweenarbitrariness and convention?4.What does productivity mean for language?5.What functions does language have?6.Explain the metalingual function of language.7.What is the difference between synchronic linguistics and diachronic linguistics?8.What distinguishes prescriptive studies of language from descriptive studies oflanguage?Chapter 2 Phonology1.What does phonetics concern?2.How do the three branches of phonetics contribute to the study of speech sounds?3.How is the description of consonants different from that of vowels?4.In which two ways may consonants be classified?5.How do phoneticians classify vowels?6.To what extent does phonology differ from phonetics?7.What do minimal pair refer? Give an example to illustrate.8.What kind of phenomenon is complementary distribution?Chapter 3 Morphology1.What is a free morpheme? What is a bound morpheme?2.What is the difference between inflectional affixes and derivational affixes?3.What is compounding?4.What are the criteria of a compound word?5.What is acronymy?6.What is blending?7.Decide which way of word formation is used to form the following words.comsatmotellasememonightmareASEANROMbitbabysitcock-a-doodle-dogrunt8.What are closed-class words and open-class words?Chapter4 Syntax1.What is syntax?2.What is a simple, compound, or complex sentence?3.What is the hierarchical structure?4.How to distinguish immediate constituents from ultimate constituents?5.What are subordinate and coordinate constructions?6.What are deep and surface structures?7.Can you describe the syntactic structure of the sentence “The old tree swayed inthe wind” by using a tree diagram?8.How to reveal the differences in sentential meaning in the sentence “The motherof the boy and the girl will arrive soon” by drawing tree diagrams?Chapter 5 Semantics1.What is a semantic field? Can you illustrate it?2.What are the major types of synonyms in English?3.In what way do the following pairs offer contrast?4.Categorize the following pairs: child-kid, alive-dead, big-small, husband-wife.5.What is hyponymy composed of? Illustrate whether there is always asuperordinate to hyponyms, or hyponyms to a superordinate.6.How is meronymy different from hyponymy?7.Why may a sentence be ambiguous?8.What predication analysis? What is a no-place, one-place, two-place, orthree-place predicate? Give examples.Chapter 6 Pragmatics1.What does pragmatics study? How does it differ from traditional semantics?2.How are sentence meaning and utterance meaning related, and how do they differ?3.What is contextual meaning?4.Explain the meanings of locutionary act, illocutionary act, and perlocutionary actthrough examples.5.What is cooperative principle(CP)?6.What is conversational implicature?7.How does the violation of the maxims of CP give rise to conversationalimplicature?8.What is adjacency pair?Chapter 8 Language and Society1.What is sociolinguistics?2.What is speech community?3.What is dialect?4.What is Sapir-Whorf hypothesis?5.What is speech variety?6.What is standard language?7.What is pidgin?8.What is bilingualism?9.What is multilingualism?Chapter 10-11 Language Acquisition1.What is psycholinguistics?2.What is bottom-up processing and what is top-down processing?3.What are the six major types of speech error? Give examples of each.4.What is the critical period for language acquisition?5.What is language acquisition and what is L2 language acquisition? What is learnerlanguage and what is target language?6.What is interlanguage(IL)?7.What are the different views on language transfer?8.What is the difference between input and intake?。
Repetition Chapter 7 Global Alliances and Strategy 重复第7章全球联盟与战略 共18页
industry
Challenges in Implementing Global Alliances
Many alliances fail or end up in takeover
Deresky Chapter 6: Formulating Strategy
Repetition Figures only
Strategic Formulation Process
Strategic Decision-Making Models
Strategic Choice
Strategic Choice
Also referred to as cooperativபைடு நூலகம் strategies
Categories of Alliances
Joint Ventures
PSA Peugeot-Citroen Group and Toyota
Equity strategic alliances
Jay Galbraith (1974), Organization Design – An Information Processing View
Choice of Organizational Form
Exhibit 8-7
Transnational Strategy
Multidomestic Strategy
Differentiation
Dividing the main task into sub tasks
Classical Genetics Principles
Why Dominant or Recessive?
• Recessive: loss-of-function - affect only homozygotes
• Dominant - affect both heterozygotes and homozygotes - dominant- negative or gainof-function
Testing Mutations for Allelism
• Mutant allele - created when existing allele changes to a new genetic state
• always different genetic composition; may be different phenotype
(sweet pea)
Pleiotropy
• Gene affects many phenotypes • Greek “to take many turns” • PKU - mutation also interferes with melanin
synthesis (color pigment) • PKU sufferers have light hair • Blood and urine of PKU sufferers additional
• Figure 4.1 - Incomplete or Partially dominant (note in this figure new designation) - can also be called semidominant
• different amounts of gene product produced
现代企业并购重组专业讲座(英文版)
现代企业并购重组专业讲座（英文版）Ladies and gentlemen,Good morning/afternoon/evening!I am delighted to have the opportunity to speak to you today about the topic of mergers and acquisitions in modern business. In today's competitive global market, mergers and acquisitions have become an essential tool for companies to maintain their competitive edge, expand their market reach, and enhance their overall business performance.First and foremost, let us begin by understanding the concept of mergers and acquisitions. A merger is the coming together of two or more companies to form a new entity, while an acquisition refers to one company buying another and becoming its owner. Both these strategies aim to create synergies by combining resources, capabilities, and market presence.Now, let us delve into the reasons why companies choose to engage in mergers and acquisitions. Firstly, mergers and acquisitions offer an opportunity for companies to access new markets and customers. By acquiring a company that has an established market presence, an organization can instantly expand its customer base and increase its revenue potential. This helps companies diversify their risk and reduce their dependence on a single market or product.Secondly, mergers and acquisitions allow companies to leverage economies of scale. By combining operations, companies canreduce their costs, increase efficiency, and maximize their profits. This is particularly relevant in industries with high fixed costs, such as manufacturing or telecommunications.Furthermore, mergers and acquisitions enable companies to access new technologies and innovation. In today's rapidly evolving business landscape, staying ahead of technological advancements is crucial for survival. By acquiring a company that has developed a disruptive technology or possesses unique capabilities, organizations can enhance their competitiveness and maintain their position as industry leaders.However, it is important to highlight the challenges that companies might face during the merger and acquisition process. Cultural integration is a major hurdle, as the combining of two organizations with different values, norms, and ways of working can create conflicts and hinder collaboration. Moreover, the legal and regulatory aspects can be complex and time-consuming, requiring careful due diligence and compliance. Lastly, managing the expectations of various stakeholders, such as employees, shareholders, and customers, is crucial for the success of the merger or acquisition.To overcome these challenges, companies must have a well-defined merger and acquisition strategy, supported by thorough planning, due diligence, and effective communication. It is essential to identify the strategic rationale and the expected benefits of the transaction, in order to align the interests of both organizations and ensure a smooth integration.In addition, it is crucial to involve key stakeholders from both organizations, such as employees, customers, and shareholders, in the decision-making process. Communication should be transparent and frequent, addressing any concerns or uncertainties. This helps in building trust and commitment among employees, as well as ensuring customer loyalty and retention.Furthermore, post-merger integration is a critical phase that should not be overlooked. It is important to have a well-defined integration plan, with clear objectives, timelines, and responsibilities. This includes aligning the organizational structure, harmonizing processes and systems, and implementing a strong culture of collaboration and teamwork.In conclusion, mergers and acquisitions are powerful tools for companies to achieve growth, diversify their risk, and enhance their overall business performance. However, they come with their own set of challenges that need to be carefully addressed. By having a well-defined strategy, thorough planning, and effective communication, companies can maximize the benefits of a merger or acquisition and ensure a successful integration. I hope that this lecture has provided you with valuable insights into the world of mergers and acquisitions in modern business.Thank you for your attention, and I am happy to answer any questions you may have.Sure! Here are some additional points to expand on the topic of mergers and acquisitions in modern business:1. Types of Mergers and Acquisitions: There are different types ofmergers and acquisitions that companies can undertake. For example, horizontal mergers involve two companies in the same industry or market segment merging together. This type of merger allows companies to gain economies of scale, increase market share, and reduce competition. Vertical mergers, on the other hand, involve companies in different stages of the same value chain merging together. This type of merger helps streamline operations, ensure better coordination, and reduce costs. Additionally, there are also conglomerate mergers, where two companies from different industries merge to diversify their business portfolio and minimize risk.2. Impact on Competition: Mergers and acquisitions can have a significant impact on market competition. In some cases, they may create monopolies or oligopolies, reducing the number of players in the market and limiting choices for consumers. This can lead to higher prices and reduced innovation. To prevent anti-competitive behaviors, many countries have regulatory bodies, such as the Federal Trade Commission (FTC) in the United States or the European Commission, that review and approve mergers and acquisitions, ensuring they do not harm market competition.3. Due Diligence: Before engaging in a merger or acquisition, it is crucial for companies to conduct thorough due diligence. This involves a detailed evaluation of the target company's financials, operations, customer base, legal liabilities, and intellectual property rights. This process helps identify any potential risks or hidden issues that may arise during the integration process. A rigorous due diligence process is essential for making informed decisions and minimizing post-merger surprises.4. Integration Challenges: The integration of two companies after a merger or acquisition can be complex and challenging. Cultural integration is often one of the most significant hurdles to overcome. Different corporate cultures, values, and ways of working can create conflicts and hinder collaboration. It is essential for the leadership team to address these cultural differences proactively and promote a unified and inclusive organizational culture. Additionally, integrating different information systems, processes, and structures can also be challenging. Effective change management and communication are crucial to ensuring a smooth transition and minimizing disruptions.5. The Role of Human Resources: Human resource (HR) departments play a crucial role in managing the people aspects of a merger or acquisition. HR professionals are responsible for communicating changes, addressing employee concerns, and ensuring a smooth integration process. They play a vital role in managing talent retention and identifying potential overlaps or gaps in the workforce. Moreover, HR plays a key role in aligning compensation and benefits, developing training programs, and harmonizing performance management systems. Their involvement during all stages of the merger or acquisition process is essential for ensuring employee engagement and maintaining organizational effectiveness.6. Post-Merger Performance: The success of a merger or acquisition is often measured by the post-merger performance of the combined entity. Research suggests that the success rate of mergers and acquisitions is not always high, with many failing todeliver the expected synergies or value creation. This highlights the need for careful planning, integration, and ongoing monitoring of the integration process. It is crucial for companies to set clear objectives, establish key performance indicators (KPIs), and continually evaluate the impact of the merger or acquisition on their business performance. Continuous improvement and adaptability are key to maximizing the benefits of the transaction.7. Ethical Considerations: Mergers and acquisitions can raise ethical concerns, particularly when it involves large-scale layoffs or closure of facilities. Companies must consider the impact on employees, shareholders, and the community when making strategic decisions. Responsible corporate behavior and integrity should be at the forefront of any merger or acquisition. Engaging in transparent communication, providing support for affected employees, and considering the long-term welfare of all stakeholders are essential for maintaining a positive reputation and sustainable business practices.In conclusion, mergers and acquisitions play a crucial role in modern business strategy. They offer opportunities for companies to expand their market reach, access new technologies, and gain a competitive edge. However, they also come with their own challenges, such as cultural integration, regulatory compliance, and post-merger performance. With careful planning, effective communication, and a focus on ethical considerations, companies can successfully navigate the complexities of mergers and acquisitions and derive long-term benefits for their organizations.I hope these points further expand on the topic of mergers andacquisitions in modern business. If you have any additional questions or need further clarification, please let me know.。
收购和并购英语作文初中
收购和并购英语作文初中标题，Merger and Acquisition: Driving Forces of Corporate Expansion。
In the contemporary business landscape, merger and acquisition (M&A) activities have become ubiquitous, serving as potent strategies for companies to bolster their market presence, enhance competitiveness, and drive growth. This essay delves into the intricacies of M&A, exploringits underlying motives, potential benefits, and associated challenges.M&A transactions typically occur when two companies agree to combine their operations, either through a merger, where they form a new entity, or through an acquisition, where one company buys another. The motivations behind such endeavors are manifold and often intertwined. Firstly, M&A enables companies to achieve economies of scale by consolidating resources, streamlining operations, and reducing costs. Through synergy, the combined entity canleverage shared capabilities to enhance efficiency and profitability.Furthermore, M&A presents opportunities for market expansion and diversification. By acquiring or merging with complementary businesses, companies can penetrate new markets, access new customer segments, and broaden their product/service offerings. This strategic maneuvering allows firms to mitigate risks associated with overreliance on a single market or product, thereby enhancing resilience in the face of economic volatility.Moreover, M&A serves as a catalyst for innovation and technological advancement. By joining forces with innovative startups or technology-driven enterprises, established companies can harness cutting-edge expertise and R&D capabilities to drive product innovation and stay ahead of industry trends. This proactive approach to innovation is essential for maintaining relevance in fast-evolving markets.Despite the potential benefits, M&A endeavors are notdevoid of challenges. Cultural integration poses a significant hurdle, as differences in organizational culture, management styles, and employee practices can impede the harmonious amalgamation of entities. Effective leadership, clear communication, and sensitivity to cultural nuances are imperative for fostering a cohesive corporate culture post-merger/acquisition.Moreover, financial considerations such as valuation discrepancies, funding constraints, and regulatory hurdles can complicate M&A negotiations and implementation. Ensuring alignment on valuation methodologies, securing adequate financing, and navigating regulatory approvals require meticulous planning and expertise to facilitate smooth transactions.Additionally, M&A activities entail inherent risks, including strategic misalignment, operational disruptions, and post-merger integration challenges. Failure to adequately assess and address these risks can lead to suboptimal outcomes, such as value erosion, loss of key talent, and reputational damage. Therefore, comprehensivedue diligence, rigorous risk assessment, and proactive mitigation strategies are essential for maximizing the success of M&A endeavors.In conclusion, merger and acquisition activities play a pivotal role in shaping the corporate landscape, driving growth, and fostering innovation. While offering compelling opportunities for market expansion, cost synergies, and strategic diversification, M&A transactions also entail complex challenges that demand careful planning, prudent execution, and effective post-merger integration. By navigating these challenges adeptly, companies can unlock value, enhance competitiveness, and position themselves for sustainable success in an ever-evolving business environment.。
并购战略的英语作文
并购战略的英语作文Mergers and acquisitions (M&A) are a vital part of business strategy, enabling companies to grow, diversify, and consolidate their market positions. Here's an essay on M&A strategy in English:The Art of Strategic Mergers and AcquisitionsIn the dynamic landscape of the global marketplace, companies are constantly seeking ways to gain a competitive edge. One such strategy that has proven to be both effective and transformative is the practice of mergers and acquisitions (M&A). This essay will delve into the strategic considerations and benefits of M&A, as well as the challenges that companies must navigate to ensure successful integration and long-term success.Strategic Rationale for M&AM&A activity is driven by a variety of strategic objectives. Companies may pursue M&A to achieve economies of scale, enter new markets, acquire new technologies, or eliminate competitors. A well-executed M&A can lead to increased market share, enhanced operational efficiency, and improvedfinancial performance.Due Diligence: The Foundation of M&ABefore embarking on an M&A, thorough due diligence is imperative. This involves a comprehensive evaluation of the target company's financial health, legal standing, operational capabilities, and market position. Due diligence helps to identify potential risks and opportunities, ensuring that the M&A aligns with the acquiring company's strategic goals.Integration: The Key to SuccessPost-acquisition, the integration process is where the real work begins. Effective integration requires a clear plan and strong leadership. It involves merging corporate cultures, aligning business processes, and integrating systems and technologies. The goal is to create a unified organization that can operate efficiently and effectively.Challenges and RisksDespite the potential benefits, M&A is not without its challenges. Cultural clashes, resistance to change, and integration difficulties can derail even the best-laid plans. Additionally, regulatory hurdles, legal disputes, and market volatility can pose significant risks.ConclusionM&A is a strategic tool that, when used wisely, can propel a company to new heights of success. It requires carefulplanning, rigorous due diligence, and a thoughtful approach to integration. By navigating the complexities of M&A with a clear vision and strategic mindset, companies can leverage this powerful business strategy to achieve sustainable growth and competitive advantage.This essay provides a concise overview of M&A strategy, touching on the rationale, process, and challenges associated with such business activities. It can serve as a starting point for further exploration or as a reference for those interested in the subject.。
7收购与重组
Strategic
Competitiveness
Above-Average
Returns
Feedback
2
Mergers and Acquisitions
Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis
Strategies
Strategy Implementation
Chapter 10 Corporate Governance
Chapter 11 Organizational Structure and
Controls
Chapter 12 Strategic Leadership
Chapter 13 Strategic Entrepreneurship
12
Problems With Acquisitions
Integration Difficulties
Integration challenges include
– melding two disparate corporate cultures – linking different financial and control systems – building effective working relationships
– Develop new products internally – introduce new products into the markmay result in
– more predictable returns – faster market entry – rapid access to new capabilities
Acquisition
AcquisitionThe Art and Science of AcquisitionIn the realm of business, finance, and personal growth, the concept of acquisition holds immense significance. It encompasses the strategic process of acquiring assets, companies, or even intangible resources such as technologies, brands, or market shares. The art and science of acquisition lie at the intersection of careful planning, market analysis, negotiation skills, and a deep understanding of value creation. This essay delves into the intricacies of acquisition, exploring its various facets, the underlying motivations, and the critical factors that determine its success.IntroductionAcquisition is a transformative act that can propel an organization forward, expanding its reach, enhancing its capabilities, and boosting its competitive stance. Whether it's a merger between equals or a takeover by a larger entity, acquisition serves as a means to consolidate resources, diversify portfolios, or enter new markets. It is a complex endeavor that requires meticulous planning, precise execution, and a keen eye for identifying opportunities amidst challenges.Motivations Behind Acquisition1.Growth and Expansion: The primary motive for most acquisitions is to fuelgrowth. Companies seeking to expand their geographical footprint, enter new industries, or capture a larger market share often resort to acquisitions.2.Synergistic Benefits: By acquiring a company with complementary strengths,organizations can achieve synergies, optimizing their operations, reducing costs, and enhancing efficiency.3.Access to Resources: Acquiring a company can provide instant access to criticalresources such as advanced technologies, patents, talented workforces, or valuable brand names.4.Diversification: To mitigate risks associated with industry-specific downturns,companies may acquire businesses in unrelated sectors, thereby diversifying their portfolios.The Process of Acquisition1.Strategic Planning: The acquisition process begins with a clear understanding ofthe organization's strategic objectives and the rationale behind the acquisition.This involves conducting a thorough SWOT analysis to identify strengths, weaknesses, opportunities, and threats.2.Target Identification: Once the strategic goals are established, the search forpotential acquisition targets commences. This phase involves market research, financial analysis, and due diligence to evaluate the fit and potential value of each candidate.3.Valuation and Negotiation: The valuation of the target company is crucial, as itforms the basis for negotiation. Factors such as cash flows, earnings potential, market position, and intellectual property are considered. Negotiations follow, aimed at striking a mutually beneficial deal.4.Due Diligence: A thorough investigation into the target's financial health, legalliabilities, operational efficiencies, and cultural fit is conducted to minimize risks.5.Integration Planning: Post-acquisition, integration planning commences toensure a seamless merger of the two entities. This includes harmonizing cultures, integrating operational processes, and optimizing resource allocation. Challenges and Risks●Cultural Clashes: Differences in corporate cultures can hinder integration, leadingto conflicts and reduced productivity.●Overpaying: Overvaluation of the target company can result in financial strainand diminish shareholder value.●Integration Failures: Inadequate planning or execution of integration strategiescan undermine the intended benefits of the acquisition.●Regulatory Hurdles: Acquisitions, especially those involving cross-bordertransactions, can face regulatory challenges and delays.ConclusionThe art and science of acquisition are intricate and multifaceted, requiring a blend of strategic vision, financial acumen, and tactical expertise. Successful acquisitions are those that align with the acquirer's strategic goals, are meticulously planned and executed, and effectively mitigate potential risks. By embracing a holistic approach that takes into account both the tangible and intangible aspects of the target, organizations can harness the power of acquisition to drive growth, create value, and secure a competitive edge in today's dynamic business landscape.。