Impacts of Corporate Culture on Merger

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国际营销期末考试总复习

Review the whole book for term exam 2013Chapter one:P.7 International marketing defined•Performance of business activities designed to–Plan–Price–Promote, and–Direct the flow of a company’s goods and services to consumers or users in more than one nation for a profitP.8 Exhibit 1.3P.12 SRC (definition)SRC is an unconscious reference to one’s own cultural values, experiences, and knowledge as a basis for decisions.P.14 4 steps are suggested as a framework1.Define business problem or goal•Home-country vs. foreign-country cultural traits, habits, or norms•Consultation with natives of the target country2.Make no value judgments3.Isolate the SRC influence•Examine it carefully to see how it complicates the problem4.Redefine the problem•Without SRC influence•Solve for the optimum business goal situationP.16 stages of International Marketing•No direct foreign marketing•Infrequent foreign marketing•Regular foreign marketing•International marketing•Global marketingChapter two:P.23 GATT (three basic elements)•Three basic elements:•1) trade shall be conducted on a non-discriminatory basis;•2) protection shall be afforded domestic industries through customs tariffs, not through such commercial measures as import quotas;•3) consultation shall be the primary method used to solve global trade problems.P.25-26 IMF (three objectives)–Stabilization of foreign exchange rates–Establishment of freely convertible currencies to facilitate the expansion and balanced growth of international trade–The IMF also lends money to members having trouble meeting financial obligation to other members.World Bank Group (services)–Lending money to the governments of developing countries–Providing assistance to governments for developmental projectsto the poorest developing countries–Lending directly to the private sector–Providing investors with guarantees against “noncommercial risk”–Promoting increased flows of international investmentP.27-39 Global Markets and Multinational Market GroupsEurope•-- European Integration•-- European Union (EU Institutions, Economic and Monetary Union and Expansion of the European Union)The Americas•-- North American Free Trade Agreement (NAFTA)Asian-Pacific Rim•-- Association of Southeast Asian Nations•-- Asia-Pacific Economic CooperationAfricaThe Middle EastP.33 NAFTAP.51 Big emerging markets share a number of important traits•Big emerging markets share a number of important traits. They•- Are all geographically large.•- Have significant populations.•- Represent sizable markets for a wide range of products.•- Have strong rates of growth or the potential for significant growth•- Have undertaken significant programs of economic reform.•- Are of major political importance within their regions.•-Are “regional economic drives.”•Will endanger further expansion in neighboring markets as they grow•Because many lack modern infrastructure, much of the expected growth will be in industrial sectorsChapter three:P.59 Exhibit 3.1 (the love-hate relationship between the United States and MexicoP.65 Exhibit 3.4 World Energy ConsumptionP.68 Rural/urban migration (a desire for greater access to …)–Sources of education–Health care–Improved job opportunitiesP.68 Population Decline& Aging•Population growth in many countries has dropped below the rate necessary to maintain present levels• A nation needs a fertility rate of about 2.1 children per woman•Not one major country has sufficient internal population growth to maintain itselfChapter four:P.75 culture’s pervasive impact•Culture affects every part of our lives, every day, from birth to death, and everything in between–Japan –the year of the Fire Horse•As countries move from agricultural to industrial to services economies’birthrates decline •Consequences of consumption–Tobacco•Culture not only affects consumption, it also affects production–Stomach cancer in JapanP.79 definition of cultureP.79 Exhibit 4.4 Origins of CultureChapter five:P.100 10 basic criteria for required adaptation1) open tolerance2) flexibility3) humility4) justice/fairness5) ability to adjust to varying tempos6) curiosity/interest7) knowledge of the country8) liking for others9) ability to command respect10) ability to integrate oneself into the environmentP.101 cultural imperatives–Business customs and expectations that must be met and conformed to or avoided if relationships are to be successful►The significance friendship cannot be overemphasized–In some cultures a person’s demeanor is more critical than in others–Imperatives vary from culture to cultureP.102 cultural electives (Example)–Relate to areas of behavior or to customs that cultural aliens may wish to conform to or participate in but that are not required–A cultural elective in one county may be an imperative in another–Cultural electives are most visibly different customsP.102 cultural exclusives (Example)–Customs or behavior patterns reserved exclusively for the localsP.103 The impact of American culture on management style(7 important ideas)•“Master of destiny” viewpoint•Independent enterprise as the instrument of social action•Personnel selection and reward based on merit•Decisions based on objective analysis•Wide sharing in decision making•Never-ending quest for improvement•Competition producing efficiencyP.105 PDI•Higher on Hofstede’s Power Distance Index (PDI)–May lead to business misunderstandingsP.106-108 Management Objectives and AspirationsP.111 P-time versus M-time•Monochronic time–Tend to concentrate on one thing at a time–Divide time into small units and are concerned with promptness–Most low-context cultures operate on M-Time•Polychronic time–Dominant in high-context cultures–Characterized by the simultaneous occurrence of many things–Allows for relationships to build and context to be absorbed as parts of high-context cultures•Most cultures offer a mix of P-time and M-time behavior–Have a tendency to be either more P-time or M-time in regard to the role time plays •As global markets expand more businesspeople fromP-time cultures are adapting to M-time.P.113 Marketing Orientation• A company’s marketing orientation has been positively related to profits (U.S.)•Other countries have more traditional approach–Production orientation (consumers will prefer products that are widely available)–Product orientation (consumers will favor products that offer the most quality performance, or innovative features)–Selling orientation (consumers and businesses alike will not buy enough without prodding)•Encouraging a marketing orientation across global business units can be difficultP.116-117 Business Ethnics (corruption & Bribery)•Types of Corruption–Profits (Marxism)–Individualism (Japan)–Rampant consumerism (India)–Missionaries (China)–Intellectual property laws (Sub-Sahara Africa)–Currency speculation ( Southeast Asia)•Criticisms of Mattel and Barbie–Sales of Barbie declined worldwide after the global standardization–Parents and government did react–Mattel’s strategy boosted sales of its competitionP.118 Exhibit 5.5P.119 Exhibit 5.6P.119 Bribery & Extortion•Bribery and Extortion–V oluntary offered payment by someone seeking unlawful advantage is bribery–If payments are extracted under duress by someone in authority from a person seeking only what he are she is lawfully entitled to that is extortionLubrication & subornation–Lubrication involves a relatively small sum of cash, a gift, or a service given to a low-ranking official in a country where such offerings are not prohibited by law –Subornation involves giving large sums of money, frequently not properly accounted for, designed to entice an official to commit an illegal act on behalf of the oneoffering the bribeP.124 Exhibit 5.7Chapter six:P.131 the sovereignty of nations• A sovereign state–Independent–Free from all external control•Sovereignty–Powers exercised by a state in relation to other countries–Supreme powers exercised over its own members•Nations can and do abridge specific aspects of their sovereign rights in order to coexist with other nations–NAFTA –North America Free Trade Agreement–NATO –North Atlantic Treaty Organization–WTO –World Trade Organization•The United States involvement in international political affiliations is surprisingly low•The WTO is considered by some as the biggest threat so far to national sovereigntyP.137 political risk of global business•Confiscation–the seizing of a company’s assets without payment•Expropriation–where the government seizes an investment but makes some reimbursement for the assets•Domestication–when host countries gradually cause the transfer of foreign investments to national control and ownership through a series of government decrees–Mandating local ownership–Greater national involvement in a company’s managementP.144 lessening political vulnerability•Relations between governments and MNCs are generally positive if the investment –Improves the balance of payments by increasing exports or reducing imports through import substitution–Uses locally produced resources–Transfers capital, technology, and/or skills–Creates jobs–Makes tax contributions•Political parties often focus public opinion on the negative aspects of MNCs whether true or false–As scapegoats for their own failure–To serve their own interestsP.145-146 MNCs can use other strategies to minimize political vulnerability and risk (6 approaches)–Joint ventures–Expanding the investment base–Licensing–Planned domestication–Political bargaining–Political payoffsChapter seven:P.152 common VS code law•Common law–Seeks interpretation through the past decisions of higher courts which interpret the same statues–Applies established and customary law principles to a similar set of facts–Are recognized as not being all-inclusive–Ownership is established by use•Code law–Legal system is generally divided into three separate codes►Commercial►Civil►Criminal–Ownership is determined by registration–Considered complete as a result of catchall provisions found in most code-law systemsP.153 Islamic law•The basis for Islamic law is interpretation of the Koran•Islamic law defines a complete system that prescribes specific patterns of social and economic behavior for all individuals–Property rights–Economic decision making–Types of economic freedom•Among the unique aspects of Islamic law is the prohibition against the payment of interest •The Islamic system–Places emphasis on the ethical, moral, social, and religious dimensions to enhance equality and fairness for the good of societyP.154 Marxist –socialist Tenets•Socialist countries are now more directly involved in trade with non-Marxist countries –Necessitated the development a commercial legal system that allowed engagement in active international commerce•Pattern for development varies among countries–Each has a different background–Development of market-driven economies at different stages•Premise is that law is strictly subordinate to prevailing economic conditions–Fundamental propositions as private ownership, contracts, due process, and other legal mechanisms have had to be developedP.155 Jurisdiction is generally determined in one of three ways–Jurisdictional clauses included in contracts–Where a contract was entered into–Where the provisions of the contract were performedP.155 conciliation (definition)•Conciliation is a nonbinding agreement between parties to resolve disputes by asking a third party to mediate differences.P.156 arbitration (definition)P.158 litigation (deterrents to …)–Fear of creating a poor image and damaging public relations–Fear of unfair treatment in a foreign court–Difficulty in collecting a judgment that may otherwise have been collected in a mutually agreed settlement through arbitration–The relatively high cost and time required when bringing legal action–Loss of confidentialityP.161 prior use versus registration•Prior Use –whoever can establish first use is typically considered the rightful owner •Registration –the first to register a trademark or other property right is considered the rightful owner• A company that believes it can always establish ownership in another country by proving it used the trademark or brand name first is wrong and risks the loss of these assets •It is best to protect intellectual property rights through registrationChapter eight:P.174 The research processP.178-179 quantitative research and qualitative researchChapter nine: (none)Chapter ten:P.225 quality defined•Shift to a customer’s market•Increased customer knowledge•The customer defines quality•The cost and quality of a product–Among the most important criteria by which purchases are made •Quality can be defined on two dimensions–Market-perceived quality–Performance quality•Most consumers expect performance quality•In many industries quality is measured by third parties–JD Power and AssociatesMaintaining Quality:•Damage in the distribution chain–Russian chocolate•Quality is essential for success in today’s competitive global market•The decision to standardize or adapt a product is crucial in delivering qualityP.236 Exhibit 10.1P244 A global brand (definition)•A global brand is the worldwide use of a name, term, sign, symbol, design, or combination thereof Intended to identify goods or services of one seller and to differentiate them from those of competitors.P.245 Global Brands (Function)•The Internet and other technologies accelerate the pace of the globalization of brands•Ideally gives the company a uniform worldwide image•Balance•Ability to translateChapter eleven:P.254 Demand in Global B2B MarketsChapter twelve:P.273 Japanese distribution structure has 4 distinguishing features1. A structure dominated by many small middlemen dealing with many small retailers2.Channel control by manufacturers3. A business philosophy shaped by a unique culturews that protect the foundation of the systemP.285 factors affecting choice of channels (6 “C”)•Cost•Capital requirements•Control•Coverage•Character•Continuity•P.287-290 Channel ManagementLocating middlemenLocating middlemenSelecting middlemenMotivating middlemenTerminating middlemenP.288 select middlemen–Screening–The agreementChapter thirteen:P.299 IMC•Integrated marketing communications (IMC) are composed of–Advertising–Sales promotions–Trade shows–Personal selling–Direct selling–Public relations•Objective: successful sale of a product or service•Availability of appropriate communication channels can determine entry decisionsP.299 sales promotion (definition)•Sales promotions are marketing activities that stimulate consumer purchases and improve retailer or middlemen effectiveness and cooperation. Sales promotions are short-term efforts directed to the consumer or retailer to achieve specific objectivesP.300 International public relations (definition)•Public relations (PR) is creating good relationships with the popular press and other media to help companies communicate messages to customers, the general public, and governmental regulators.Chapter fourteen:P.334 selecting sales and marketing personnel (certain personnel characteristics, skills and orientations)Management must define precisely what is expected of people•Prime requisites–Maturity–Emotional stability–Breadth of knowledge–Positive outlook–Flexibility–Cultural empathy–Energetic and enjoy travel•Mistakes can be costly• A manager’s culture affects personnel decisionsP.341 IBM’s process of revamping its sales compensation scheme(do’s and don’s of global compensation)•Do involve representatives from key countries•Do allow local managers to decide the mix between base and incentive pay•Do use consistent performance measures (results paid for) and emphasis on each measure •Do allow local countries flexibility in implementations•Do use consistent communication and training themes worldwide•Don’t design the plan centrally and dictate to local offices•Don’t create a similar framework for jobs with different responsibilities•Don’t require consistency on every performance measure within the incentive plan•Don’t assume cultural differences can be managed through the incentive plan•Don’t proceed without the support of senior sales executives worldwideP.344 A report on what MNCs are doing to improve the reentry process suggests five steps1 Commit to reassigning expatriates to meaningful positions.2 Create a mentor program.3 Offer a written job guarantee stating what company is obligated to do for returningexpatriate.4 Keep the expatriate in touch with headquarters through periodic briefings and headquartervisits.5 Prepare the expatriate and family for repatriation once a return date is set.Chapter fifteen:P.355 Full-cost versus Variable–cost pricing•Variable-cost pricing–Firm is concerned only with the marginal or incremental cost of producing goods to be sold in overseas markets•Full-cost pricing–Companies insist that no unit of a similar product is differentfrom any other unit in terms of cost–Each unit must bear full share of the total fixed and variable costP.355 skimming versus penetration pricing•Skimming–Used by a company when the objective is to reach a segment of the market that is relatively price insensitive–Market is willing to pay a premium price for the value received•Penetration pricing policy–Used to stimulate market and sales growth by deliberately offering products at low pricesP.357 price escalation•Costs of exporting–Price escalation•Taxes, tariffs, and administrative costs–Taxes include tariffs–Tariff –fee charged when goods are brought into a country from another country–Administrative costs►Include export and import licenses►Other documents►Physical arrangements for getting the product from port of entry to the buyer’s location•Inflation–In countries with rapid inflation or exchange variation, the selling price must be related to the cost of goods sold and the cost of replacing the items •Deflation–In a deflationary market, it is essential for a company to keep prices low and raise brand value to win the trust of consumers•Exchange rate fluctuations–No one is quite sure of the future value of currency–Transactions are increasingly being written in terms of the vendor company’s national currency•Varying currency values–Changing values of a country’s currency relative to other currencies–Cost-plus pricing•Middleman and transportation costs–Channel diversity–Underdeveloped marketing and distribution channel infrastructuresP.361 approaches to reducing price escalation•Lowering cost of goods–Manufacturing in a third country–Eliminating costly functional features–Lowering overall product quality•Lowering tariffs–Reclassifying products into a different, and lower customs classification–Modify product to qualify for a lower tariff rate within classification–Requiring assembly or further processing–Repackaging•Lowering distribution costs–Shorter channels–Reducing or eliminating middlemen•Using foreign trade zones to lessen price escalation–Establish free trade zones (FTZs) or free ports•Tax-free enclave not considered part of country•Postpones payment of duties and tariffs•Dumping–Use of marginal (variable) cost pricing–Selling goods in foreign country below the price of the same goods in the home marketP.364 dumping (definition)P.366 countertrade (definition)P.371 Getting Paid: Foreign Commercial PaymentsLetters of creditBills of exchangeCash in advanceOpen accountsForfaiting。

Merger_Culture

Mergers and Corporate CultureIt is widely recognized that cultural differences between the partners of a merger are one of the most common reasons for failure in mergers. This may happen during pre-merger negotiations or during post-merger integration. Despite all Due Diligence, the two partners of a merger fail to form a new successful unit that is able to exploit all synergies.Often, the term ‘corporate culture’ is used to describe issues like objectives, personal interests, behaviors etc. Many problems in cooperation and teamwork are blamed to culture. However, in a merger, ‘culture’ is more than making the people from both partners work together smoothly. The development of a new, shared culture is a critical factor for merger success. It is possible to manage this process in a structured way.Explaining Corporate CultureCorporate Culture is embedded deeply in the organization and in the behavior of the people there. It is not necessarily equal to the image the company gives itself in brochures and on the website. Therefore, it is difficult to determine an organization's culture from the outside. Especially in pre-merger negotiations – when time and confidentiality are critical factors while trust still needs to be established – it can be a challenging task to find out if the cultures of the potential partners fit together.CustomersSuppliersStateSocietyCompetitorsShareholders The Cultural Onion SkinCorporate culture is determined by a variety of different factors:• Artifacts• Management styles• Norms• Values• Believes• Assumptions The concept of corporate culture is best described by the sentenceThe way we do things around here. There is no one right culture for an organization. There are only cultures that fit more or less to the particular situation of the organization.In practice, several cultures can exist within one organization. This may more often happen in larger, diversified companies, when some divisions / departments start to develop their own ways to do things.In the result, there are three types of cultural differences• Cross-national differences (especially in cross-boarder mergers),• Cross-organizational differences,• Cross-functional differences.In practice we can find problems of cultural fit in following areas: • Organizational values• Management culture and leadership styles • Organizational myths and stories• Organizational taboos, rituals• Cultural symbolsCultural problems can develop unexpected dynamics in such situations:1. Realization of differences2. Stressing and evaluation of differences3. Mutual stereotyping4. Mutual blaming5. Battle for cultural dominanceImportance of Corporate Culture in Merger ProcessesAccording to an ATKearney research study, it is a problem in many mergers that the more powerful partner imposes his culture on the less powerful one. This is done without any evaluation which culture would be the more suitable one for the new organization. This approach may lead to a successful merger and integration quickly in some situations. In other situations, however, this approach will destroy much of the value that was expected to grow from the merger. Especially when both partners are very different, it needs a closer evaluation, which culture will be best for both together.Why is corporate culture that important? Corporate culture influences the performance of an organization, since it determines • The way the organization tackles problems and questions• Peoples’ attitude to changes• The way people interact with each other • The way the organization interacts with stakeholders• Peoples’ commitment to strategyA perfect integration (which is rarely achieved in practice) would develop a new culture form both former cultures of the partners. Ideally, this new culture should include the best elements from both organizations. Reality often looks different. We can distinguish the following types of cultural integration:Cultural Pluralism Cultural ResistanceCultural Takeover Cultural BlendingCultural pluralism and cultural blending do not work in most cases. The results are cultural resistance followed by a cultural takeover.The problem in mergers is that people from very different organizations (and cultures) are expected to work together, to discuss, and to solve complex strategic and operative tasks. It is very difficult to impose a new culture that does not have the acceptance of the people. This perceived attractiveness of cultures can have the following impact on the integration process:Assimilation(potentially smoothtransition)Deculturation(alienation)Separation(culture collision or multi-culturalism)Integration(culture collision or satisfactory integration)Perceived attractiveness of own cultureP e r c e i v e d a t t r a c t i v e n e s s o f o t h e r c u l t u r elow lowhighhighCultural AnalysisThe cultural analysis is a tool for identification and overcoming of cultural differences between partners in mergers. A detailed analysis shows differences and common grounds between the people of both organizations. Thus, it allows improving interaction and communication.This analysis can be performed by comparing both partners’ perceptions of various features of corporate culture. The difference in perceptions of particular characteristics of cultures indicates potential conflicts.Another important step is the establishment of a new cultural basis on which the new culture can develop. The name of the new organization may take a key role in this process. The new name is a symbol for the changes that come along with the merger, and it indicates how much both old companies contribute to the new one.Old Company 1 Old Company 2 Name of the newOrganizationTraveler’s Citicorp CitigroupDaimler-Benz Crysler Daimler-ChryslerGrand Metropolitan Guiness DiageoHoechst Rhone-Poulenc AventisJames River Corp. Fort Howard Fort JamesArthur AndersenConsulting- AccentureCiba-Geigy Sandoz NovartisSmithKline Beckman Beecham SmithKline Beecham Union Bank of Switzerland Swiss BankCorporationUnited Bank of Switzerland Coopers & Lybrand Price Waterhouse PricewaterhouseCoopersMoreover, it is necessary to harmonize and to communicate all other elements that influence culture, e.g. reward systems, systems for performance measurement. Organizations that want to integrate both old cultures have to take care that no partner gets advantages or disadvantages. In order to avoid the backwards looking ‘us vs. them’-thinking, it isadvisable to form new teams with people from both organizations. Practical experience has shown that at least 25% of staff should be allocated to new / other teams. Only than, everybody will realize that inevitable changes are on their way.Other approaches to avoid cultural problems: • Newsletters and hotlines• Realistic predictions of development, milestones and outcomes of the merger • Workshops• Surveys, questionnaires and feedback analysis • Integration teams• Building of new teams• Mutual evaluation in and between mixed teamsIn summary, the rules for cultural implementation of a merger is as follows:To impose an unwanted culture is a good solution in very few cases.Integrating cultures are much harder to achieve; however, in the long term they promise much better results.Checklist …Mergers and Corporate Culture“• Develop a strategy for cultural integration already in pre-merger phase. Decide if you want to go on with one of the existingcultures or if you prefer an integrationculture.• Analyze and describe the existing cultures.Differences and common elements of both cultures show up only in direct comparison.Thus, you can also identify cultural barriers, differences in communication and otherpotential problems.• Decide which role the new culture shall play in the merged organization. Determine, why you decide for a particular culture and what you want to achieve with it. • Establish ‘bridges’ between bothcompanies. In order to achieve mutualunderstanding, there is nothing better than cooperation.• Establish a basis and mechanisms for the new culture. This includes a supportingsystem of rewards and sanctions.• Be patient People take time to beacquainted to a new cultural reality.。

企业并购财务风险控制外文文献翻译译文3100字

文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。

The Impact of Reporting on Organizational Culture

The Impact of Reporting onOrganizational Culture组织文化是组织内部的核心价值观和行为准则的集合体，可以影响员工的行为方式和工作态度。

而媒体报道在塑造和影响组织文化方面起着重要作用。

本文将探讨媒体报道对组织文化的影响，并分别从以下六个方面进行详细论述。

一、公众印象的塑造媒体报道扮演着揭露组织秘密、传递信息的角色。

当媒体报道了一个组织的负面事件，公众的印象往往会受到影响，从而塑造了这个组织的形象。

例如，一个有名的企业被曝光存在环境污染问题，公众对该企业的看法可能会变得负面，导致该企业在招聘和销售方面遇到困难。

二、员工价值观的形成组织的价值观对员工的行为和决策起着重要指导作用。

媒体报道可以影响员工对组织价值观的理解和认同程度。

比如，媒体报道某家银行存在推销高风险金融产品的行为，员工可能会反思他们的工作方式是否符合道德伦理，对自身的行为产生影响。

三、组织沟通的透明度媒体报道可以增加组织的沟通透明度，尤其是在涉及公众利益的问题上。

当媒体对一个组织的业务和决策进行报道时，公众会对组织的决策了解更多，从而评估这个组织是否值得信赖。

通过媒体的报道，组织可以提高沟通的透明度，树立良好的声誉。

四、员工的职业道德与道德决策媒体报道的道德问题可以影响员工的职业道德，进而影响员工在工作中的决策。

当媒体报道一个组织的腐败行为或者违反职业道德的行为时，员工在日常工作中可能会更加警惕和谨慎，避免类似的行为。

媒体报道的道德问题可以促使员工反思自身的价值观，并且驱使他们做出正确的决策。

五、组织的社会责任媒体报道可以揭露一个组织是否履行了其社会责任。

当媒体报道揭露一个组织存在不良行为或者忽视社会责任时，公众对该组织的声誉会产生负面影响。

因此，组织在媒体报道下需要关注和履行社会责任，以树立良好的组织形象。

六、组织的变革媒体报道对组织变革起到推动作用。

当组织的负面事件被媒体曝光后，组织往往会面临舆论压力并需要采取相应措施来改进。

关联企业合并重整英语

关联企业合并重整英语《The Merger and Restructuring of Affiliated Enterprises》The merger and restructuring of affiliated enterprises refers to the process of integrating two or more companies that are closely related in terms of ownership, management, or other business connections. This type of corporate restructuring is often undertaken in order to create synergies, increase efficiency, and improve financial performance.There are several reasons why affiliated enterprises may choose to merge and restructure. One common motivation is to eliminate redundant activities and reduce operating costs. By combining their resources and streamlining their operations, affiliated companies can achieve economies of scale and become more competitive in the marketplace.Another important driver for the merger and restructuring of affiliated enterprises is the desire to capitalize on complementary strengths and capabilities. For example, a company that specializes in manufacturing may seek to merge with a distributor in order to gain better access to market outlets and improve its sales and distribution network.In some cases, the merger and restructuring of affiliated enterprises may also be driven by the need to address financial challenges. By combining their balance sheets and cash flows, affiliated companies may be able to reduce their debt levels and strengthen their financial position.The process of merging and restructuring affiliated enterprises can be complex and challenging. It requires careful planning and execution in order to ensure a successful integration and minimize disruptions to the business. Key considerations include aligning the corporate cultures, integrating the IT systems, and managing the human resources issues.Overall, the merger and restructuring of affiliated enterprises can have a significant impact on the companies involved as well as on the wider business environment. It is a strategic decision that requires careful consideration and a clear understanding of the potential risks and rewards. With careful planning and execution, however, it can be a powerful tool for creating value and driving growth.。

The impact of culture and governance

The impact of culture and governanceon corporate social reportingR.M.Haniﬀa a ,T.E.Cookeb,*aSchool of Management,Bradford University,Emm Lane,Bradford BD94JL,UK b School of Business and Economics,University of Exeter,Exeter EX44PU,UKAbstractOur aim is to increase understanding of the potential eﬀects of culture and corporate governance on social disclosures.The ethnic background of directors and shareholders is used as a proxy for culture.Corporate governance characteristics include board com-position,multiple directorships and type of shareholders.The dependent variable,dis-closure in annual reports of Malaysian corporations,is measured by an index score as well as in terms of number of words.Our results indicate a signiﬁcant relationship between corporate social disclosure and boards dominated by Malay directors,boards dominated by executive directors,chair with multiple directorships and foreign share ownership.Four of the control variables (size,proﬁtability,multiple listing and type of industry)were signiﬁcantly related to corporate social disclosure with the exception of gearing.This study has public policy implications for Malaysia as well as a number of other countries in the Asia–Paciﬁc region.Ó2005Elsevier Inc.All rights reserved.Keywords:Corporate social reporting;Culture;Corporate governance;Malaysia;Disclosure 0278-4254/$-see front matter Ó2005Elsevier Inc.All rights reserved.doi:10.1016/j.jaccpubpol.2005.06.001*Corresponding author.Tel.:+441392263201;fax:+441392263210.E-mail address:t.e.cooke@ (T.E.Cooke).Journal of Accounting and Public Policy 24(2005)391–430392R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430 1.IntroductionCorporate social reporting has been the subject of substantial academic re-search for more than two decades.1Some of the main research questions that have been tackled or are currently being researched include:what companies are reporting;2can social and environmental disclosure practices be linked to attributes of economic performance or to factors such as size,industry mem-bership,risk,market reaction,external inﬂuences,ﬁrm reputation,country of origin or proximity to individual consumers;3and what motivates compa-nies to make particular social and environmental disclosures.4 However,most of the factors and proxies that have been considered in pre-vious studies are company-speciﬁc.Since disclosure is an‘‘...accounting activ-ity involving both human and non-human resources or techniques as well as the interaction between the two’’(Perera,1994,p.268),studies in this area would beneﬁt if both cultural and corporate governance factors are considered. The inclusion of ethnicity(a proxy for culture)of decision makers within and without an organisation is important in some countries because the traditions of a nation are instilled in its people and might help explain why things are as they are.As such,how aﬁrm operates and reports will be inﬂuenced by the so-cial values of the relevant publics within which it exists(Lehman,1995;Deegan and Rankin,1996).The mind of Malaysian managers is inﬂuenced by ethnicity,education and type of organisation they work for(Chuah,1995).Thus,operationally,ethnic-ity acts as a suitable surrogate for culture in this study but the researchers acknowledge that the measure is partial.Ethnicity is chosen because it is a sig-niﬁcant marker of class relations and provides a principle‘‘...according to which conﬂicts over wealth and state power take place’’(van Fossen,1998, p.89).Furthermore,in multiracial countries,the prevailing societal values may not reﬂect the values of the nation as a whole especially if each racial group has chosen to maintain its own ethnic identity and values.Diﬀerences between the groups are greater if there exists a history of conﬂict or in which 1See Mathews(1997)for further discussion on the development of social reporting over that period.2See,for example,Ernst and Ernst,1976;Teoh and Thong,1984;Andrew et al.,1989;Guthrie and Parker,1990;Harte and Owen,1991;Adams et al.,1995;Deegan and Gordon,1996;Newson and Deegan,2002.3See,for example,Ingram and Frazier,1980;Anderson and Frankle,1980;Trotman and Bradley,1981;Freedman and Jaggi,1982;Ullman,1985;Cowen et al.,1987;Roberts,1992; Herremans et al.,1993;Tilt,1994;Clarke and Gibson-Sweet,1999;Newson and Deegan,2002. 4See,for example,Guthrie and Parker,1989;Patten,1992;Roberts,1992;Donaldson and Preston,1995;Deegan and Gordon,1996;Deegan and Rankin,1997;Adams et al.,1998;Neu et al.,1998;Deegan,2000.R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430393 racial diﬀerences coincide with national or socio-economic diﬀerences(Petti-grew,1979).Similarly,the extent of shared values and degree of co-operation is determined by organisational co-ordinating activities and formality in the system(Birnberg and Snodgrass,1988).As such,it is important to acknowl-edge that values may diﬀer between groups even within a nation(Specter and Solomon,1990).As well as culture,it is important when discussing corporate social disclo-sure(CSD)practices to consider the values,motives and choices of those involved in formulating policy and taking decisions in the organisation(Macl-agan,1999).Hence,consideration of corporate governance,including owner-ship structure and constituents of boards that exist in an organisation(proxy for leadership style and control of decision makers),are important because it is top management who oversee information disclosure in annual reports(Gib-bins et al.,1990).Longitudinal studies of corporate social disclosure indicate increases over time,both in terms of the number of companies making disclosures and in the extent of information being reported(Harte and Owen,1991;Deegan and Gordon,1996).5Theories explaining social disclosure patterns include the following:Ôsocial contracting theoryÕwhich suggests that companies have a social contract with society to perform certain tasks within the bounds of justice;Ôlegitimacy theoryÕwhich extends social contracting theory and in-volves companies responding to demands of divergent interest groups by legitimising their actions;Ôaccountability theoryÕwhich also extends social con-tracting theory and considers companiesÕcompliance with the law;and lastly,Ôdecision usefulness theoryÕwhich incorporates users other than investors(Tilt, 1994).The objective of this paper is twofold.First,to explore CSD practices in two diﬀerent time periods(1996and2002)to determine whether diﬀerences exist in the extent and variety of social disclosure over time.Our second objective is to explain variability in CSD,and speciﬁcally to assess whether culture(ethnicity) and governance structures,besides size,proﬁtability,gearing,listing status and industry type,are good explanatory variables.We adopted legitimacy theory as the premise of our theoretical framework in this paper because we seek to understand what factors may cause variability in corporate social disclosure and to what extent our variables of interest viz.ethnicity and governance struc-ture within an organisation may inﬂuence organisational actions in respond-ing to various stakeholder groups especially in situations where there is 5However,longitudinal studies of disclosure practices in the annual reports of a particular organisation indicateﬂuctuations in the variety and extent of CSD(Guthrie and Parker,1989; Deegan et al.,2002).394R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430 governmentÔinterventionÕvia certain socio-economic policies.6Legitimacy needs to be placed in its environmental context to avoid the problem of ethno-centricity which can occur when a country such as Malaysia is evaluated by the norms prevalent in an Anglo-Saxon culture that are taken to be absolutes.For example,in an Anglo-Saxon society it may well be that demand for legitimacy comes from groups such as consumers whereas in Malaysia that demand comes from government and certain elite groups.We analysed the1996and2002annual reports of139non-ﬁnancial compa-nies7listed on the Kuala Lumpur Stock Exchange(KLSE).The earlier year re-ﬂects an environment when Malaysia enjoyed remarkable economic growth providing a reasonably high standard of living(Jayasankaran and Hiebert, 1997).An aspect of this growth was the strong collusion(patron–client net-works)between the government and certain businessmen who beneﬁted from the governmentÕs National Economic Policy(NEP)(Jayasankaran,1997; Far Eastern Economic Review,1998).We recognise that in certain societies there exists a close relationship between business and government.Witness, for example,the chaebol in South Korea and keiretsu in Japan.However, Malaysia diﬀers in the sense that the co-operation(collusion)is often speciﬁc to an individual rather than to business in general.In contrast to1996we se-lected2002,a year in which companies were recovering from the1997ﬁnancial crisis and some business reforms had been implemented.We considered ethnic-ity(proxy for culture)in our study because it is an important explanatory fac-tor in the context of countries where there exists institutionalised positive discrimination,particularly in terms of job oﬀers and concessions such as grants and trade.Such policies have important implications for corporate behaviour including disclosure and governance practices.Investigating CSD practices in Malaysian annual reports over two time periods and identifying culture and governance structure as possible explanatory factors makes a con-tribution to the literature.Ourﬁndings may have implications for other devel-oping countries where the government takes special interest in racial and business policies such as Fiji,Hong Kong,India,Indonesia,Japan,Sri Lanka and Singapore.The remainder of the paper is organised as follows:the next section reviews the literature on organisational legitimacy theory and how CSD in annual re-ports forms part of the strategic legitimation process.The development of hypotheses are outlined in Section3,followed by details of the research method6Although political–economy theory has been used by others to explain this phenomenon,we felt that legitimacy theory would be more appropriate when considering voluntary rather than mandatory social disclosure.7All banks,insurance and unit trusts companies were excluded,primarily because of the diﬀerent statutory requirements that apply.In addition,companies in these sectors rarely disclose social responsibility information,unlike entities in developed countries.R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430395 in Section4.Section5discusses the results followed by the summary and con-cluding remarks including avenues for further research.2.Theoretical framework:organisational legitimacyLegitimacy theory is deﬁned as‘‘a generalised perception or assumption that the actions of any entity are desirable,proper,or appropriate within some so-cially constructed system of norms,values,beliefs and deﬁnitions’’(Suchman, 1995,p.574).The entity,through its top management,seeks congruency be-tween organisational actions and the values of its general and relevant publics (Dowling and Pfeﬀer,1975;Lindblom,1994)or its stakeholders.Sethi(1979) argues that if an actual or potential disparity exists between organisational and social values,then organisational legitimacy will be jeopardised giving rise to aÔlegitimacy gapÕ.In essence,seeking organisational legitimacy is deemed important in demonstrating social worthiness(Oliver,1991),ensuring contin-ued inﬂows of capital,labour and customers(Pfeﬀer and Salancik,1978),as well as demonstrating that theﬁrm is in tune with societal concerns(Clarke and Gibson-Sweet,1999)and values to help close any perceived legitimacy gaps.Actions by corporate management to convince wider society that the orga-nisation is socially responsible are part of the legitimation process(Gray et al., 1995a).Lindblom(1994)identiﬁes four broad legitimation strategies thatﬁrms may use to secure organisational legitimacy:informing stakeholders about in-tended improvements in performance;seeking to change stakeholdersÕpercep-tions of an event;distracting attention away from an issue;and changing external expectations about its performance.Such legitimation strategies in-clude gaining,maintaining or repairing legitimacy(Suchman,1995).Dowling and Pfeﬀer(1975)suggest three modes of action thatﬁrms can take to enhance legitimacy:adapt outputs,goals and methods of operation to conform to pre-vailing deﬁnitions of legitimacy;attempt through communication to alter the deﬁnition of social legitimacy to conform to present practices,output and val-ues;andﬁnally,attempt through communication to become identiﬁed with symbols,values or institutions which have a strong base for social legitimacy. Gray et al.(1995a)link the strategies suggested by Lindblom(1994)and the actions proposed by Dowling and Pfeﬀer(1975)within the framework of legi-timacy theory,a relationship illustrated in Fig.1.The adoption of an appropri-ate strategy depends on how best management feel they can close the legitimacy gap.Legitimacy theory is also the basis for our analysis because‘‘...it is diﬃcult to separate the notion of legitimacy from the idea of crisis,in fact,as this is often the only time that constituents in a power system will consciously assert where they believe authority should be concentrated,and how it should be396R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430used’’(Sutton,1993,p.2).Theﬁnancial crisis in the Far East in1997raised questions of corporate legitimacy and its governance structures and the rela-tionship between the corporation and the social context governing the func-tioning of such entities.Empirical studies in social accounting have employed a number of proxies to test aspects of legitimacy theory although content analysis has been most commonly used.Proxies,that help explain environmental disclosures include ownership structure i.e.public vs private company(Cormier and Gordon, 2001);industry sensitivity(Deegan and Gordon,1996);major corporate events (Guthrie and Parker,1989;Patten,1992);and type of users of annual reports (Deegan and Rankin,1997).Proxies used to explain community involvement disclosure include a corporationÕs public proﬁle i.e.proximity of a company to individual consumers(Clarke and Gibson-Sweet,1999).More recent studies have focused on direct questioning of managers to test their motivations for CSD.For example,the study by OÕDonovan(2002)supports legitimacy theory and provides insight into management disclosure behaviour based on scenarios that have diﬀerent impacts.Where the perceived threat is minimal,disclosure isR.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430397 deemed unnecessary and if it is threatening,the disclosure reactions are deemed necessary and aimed at either gaining,maintaining or repairing legitimacy. OÕDwyer(2002)suggests that the aim of companies in disclosing environmental and social information is to inﬂuence opinion:either in a defensive way to re-pair perceived loss of legitimacy or in a proactive way to be seen as having social conscience and enlightened self-interest.However,his results questioned the explanatory ability of legitimacy theory in the context of Ireland.Where a legitimacy gap exists and is recognised by senior management then the company has to consider a response.One response is to ignore the gap,pre-sumably on the basis that no adverse consequences will arise.Alternatively,se-nior management responds by disclosing information helpful in reducing the legitimacy gap,and this is the focus of this study.Management perceives that a gap exists and wishes to reduce it through additional disclosure.We do this by considering social disclosure practice in the1996and2002annual reports of Malaysian companies.3.Determinants of CSD and hypothesis development3.1.CSD over timePrevious studies on developed countries have shown that CSD in annual re-ports has increased over time in response to a number of factors.Some of the reasons may be attributed to increases in legislation,risk,activities of pressure groups,ethical investors,speciﬁc events,awards,economic activities,media interest,societal awareness,and politics.Over the past decade,especially the early1990s,Malaysia experienced sub-stantial economic growth and tremendous social change before being hit by the economic crisis in1997.The rapid change in business environment was attrib-uted to the conducive environment for both local and foreign businesses including political stability,excellent infrastructure,indigenous supply of nat-ural gas and petroleum,well trained and versatile workforce,and the wide use and recognition of English as an international language(Seetharaman,1993). At the same time,the massive expansion in the economy resulted in a shortage of workers in certain sectors,higher consumer spending on goods and services, and an increase in awareness of environmental issues as a result of the boom in the construction and property market.However,the economic crisis in1997opened the PandoraÕs Box revealing strong collusion between the ruling political group and business.A survey pub-lished in the Far Eastern Economic Review(1998)indicated that86.2%of busi-nessmen felt that the government is too close to business to the point that the ‘‘...private sector can dictate terms,telling government what to do based on their links to leadership,who got overambitious and the private sector who398R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430got greedy’’(Jayasankaran and Hiebert,1998,p.15).There were also worries of rising corruption following the governmentÕs emphasis on economic growth at any price(Jayasankaran,1997).The Securities Commission and the KLSE addressed some of these weaknesses through reforms in corporate governance. There has also been greater emphasis on better disclosure and greater transpar-ency of information.Given the scenario of events in the chosen time periods, our directional hypothesis is as follows:H1:There is a signiﬁcant increase in the extent and variety of CSD in the annual reports of Malaysian companies between1996and2002.3.2.CultureCulture may be represented by perceptions of loyalty to an ethnic group in which the group is a collection of people who share patterns of normative behaviour(Cohen,1974)and embrace notions of kinship and common origin, however mythical(Harowitz,1985).It is important to acknowledge that values may diﬀer between groups even within a nation(Specter and Solomon,1990), especially when various groups choose to maintain their ethnic identity(Sen-dut,1991).Malaysia is such a multiracial country.Divergence in cultural val-ues within the nation results from ethnic polarisation,partly as a result of the governmentÕs NEP which is an aﬃrmative action plan to eliminate the identi-ﬁcation of race with economic function(Jomo,1986).8In reality,the NEP is a form of institutionalised positive discrimination in favour of the bumiputras9by oﬀering them various concessions including business contracts.The govern-mentÕs NEP,which discriminates on the basis of ethnicity,aﬀects corporate behaviour including its social disclosure practice.During the economic boom of the mid-1990s there was substantial collusion between the government and certain Malay businessmen(Jayasankaran,1997; Far Eastern Economic Review,1998).Since government is one of the relevant publics of theﬁrm,developing a corporate reputation as being socially respon-sible through performing and disclosing social responsibility activities may be seen as part of a strategic plan in managing stakeholder relationships(Roberts, 1992).Hence,it may be expected thatﬁrms managed by the governmentÕs fa-voured ethnic group,the Malays,choose to disclose more social responsibility 8NEP was introduced in1970following race riots in1969due to the economic dominance of the Chinese amidst the poverty of the Malays(Jayasankaran and Hiebert,1997).See Haniﬀa(1999)for a discussion of NEP and its implications on the business environment.9Bumiputra refers not only to Malaysians of Malay but other indigenous ethnic groups (Malaysia,1991).However,for the purposes of this study,bumiputra refers to the Malay group since they form the majority.R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430399 information as a legitimisation strategy aimed at changing the perceptions of other stakeholders on the business capability of Malay directors.An additional objective is to divert the attention of other stakeholders away from the close relationship between Malay directors and government,so that such favoured groups can continue to have an inﬂuential voice at both governmental and institutional levels.Similarly,since theﬁnance director is normally involved in the preparation of annual reports and disclosure policies,the ethnicity of theﬁnance director would inﬂuence corporate social responsibility disclosure policy and practice.10In the same vein,the ethnicity of the majority of shareholders of a company would inﬂuence disclosure strategies of the panies with Malay dominated shareholders would adopt legitimation strategies aimed at attract-ing or diverting their attention to or from issues of concern to such a group. For example,with regards to religion,Malay shareholders would be concerned to ensure that business activities are halal(permissible),and also whether employees are provided with a place to worship in the workplace.Thus,the intention of CSD byﬁrms dominated by a particular ethnic group whose val-ues are speciﬁcally supported by government,is corporate legitimation.Three proxies of culture11based on ethnicity(ﬁrms with boards dominated by Malay directors;Malayﬁnance director;and Malay shareholders)are selected to test the following hypotheses:H2:Ceteris paribus,the extent of CSD is greater for companies with boards dominated by Malay directors.H3:Ceteris paribus,the extent of CSD is greater for companies with a Malay Finance Director.H4:Ceteris paribus,the extent of CSD is greater for companies dominated by Malay shareholders.3.3.Corporate governanceCorporate governance may be broadly deﬁned as‘‘the manner in which companies are controlled and in which those responsible for the direction of companies are accountable to the stakeholders of these companies’’(Dahya et al.,1996,p.71).According to Selznick(1992,p.290),‘‘to govern[as opposed 10Interviews conducted in Malaysia reveal that top management,including theﬁnance director,in conjunction with PR specialists,makes decisions on information disclosure.In this study,ﬁnance director refers to the individual who has the greatest power inﬁnancial decision making as well as disclosure matters regardless of whether the individual sits on the board or not.It is also common in Malaysia toﬁnd the CEO to be theﬁnance director as well.11We acknowledge that culture is a complex issue that cannot be resolved by a simple assertion of proxies.Nevertheless,the proxy chosen is thought appropriate to support the theoretical framework of this study.400R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430to manage]is to accept responsibility for the whole life of the institution.... Governance takes account of all the interests that aﬀect the viability,compe-tence and moral character of an enterprise’’.Issues of governance include the legitimacy of corporate power,corporate accountability,to whom and for what the corporation is responsible,and by what standards it is to be gov-erned and by whom(Worthy and Neuschel,1983).The CSD process can be seen as a strategy aimed at closing a perceived legit-imacy gap between management and shareholders(especially foreign share-holders)via non-executive directors.Non-executive directors are seen as the check and balance mechanism,not only in ensuring that companies act in the best interests of owners,but also other stakeholders;advising on the public presentation of the companyÕs activities and performance;and providingÔaddi-tional windows on the worldÕ(Tricker,1984,p.171).Furthermore,they are likely to respond to concerns about honour and obligations and would gener-ally be more interested in satisfying the social responsibilities of theﬁrm(Zahra and Stanton,1988)as this may enhance their prestige and honour in society. Thus,non-executive directors can put pressure on companies to engage in CSD in ensuring congruence between organisational actions and societal val-ues or organisational legitimacy.Therefore,boards dominated by non-execu-tive directors are expected to have more inﬂuence on CSD as they are supposed to represent the interests of other stakeholders.Therefore, H5:Ceteris paribus,the extent of CSD is greater for companies with boards dominated by non-executive directors.The chairman of the board may have greater power and inﬂuence than other board members although,de jure,all directors share equal power(ignoring the issue of share ownership).Inﬂuence may extend to disclosure practices of the ﬁrm.Since CSD is largely voluntary in nature,awareness of issues of concern raised and discussed in other companies by chairmen who hold multiple direc-torships12would inﬂuence disclosure practice of the company to be in tune with others as part of its reputation management and legitimacy strategy (DiMaggio and Powell,1983).Multiple directorships refer to the situation where directors sit on more than one board.13This aspect is often discussed 12Before the introduction of the Malaysian Code of Corporate Governance(MCCG)in2000 which among others requires directors to undergo training to equip themselves to undertake the role,the general perception is that non-executive directors sitting on the boards of Malaysian companies lack skills and experience to contribute to performance of companies and merely plays a Ôrubber stampÕfunction except where they sit on more than one board.13We have not come across any literature that directly discusses multiple directorships.However, it has been discussed indirectly under directorship interlocks.It is quite diﬃcult to segregate cross-directorships/interlocks and multiple directorships because,by creating interlocks,the incidence of directors holding more than one directorship will be higher.R.M.Haniﬀa,T.E.Cooke/Journal of Accounting and Public Policy24(2005)391–430401 in the literature under directorship interlocks(see Haunschild,1993;Zajac and Westpal,1996).The informational eﬀects of interlocks have been widely discussed in the literature.For instance,Useem(1984)suggests that interlocks function as a channel of information about business practices while Lorsch and MacIver(1989)assert that the interlocking of CEOs of otherﬁrms on boards is desirable because of their experience and credibility as peers.Furthermore,‘‘serving on a board is a way to see how somebody else is doing the same thing youÕre doing’’(Lorsch and MacIver,1989,p.27).Thus, CEOs join other boards and thereby create interlocking relationships speciﬁ-cally toÔembedÕwhat they are doing(Davis,1996).Another argument in fa-vour of interlocking directors is that members of other boards can oﬀer insights or comparisons derived from personal knowledge of other organisa-tions(Dahya et al.,1996).Thus,decisions at one board become part of the raw material for decisions at other boards.There was also evidence that board members who have participated in various strategic/structural changes on other boards may bring those beliefs to advocate changes in another board (Bettenhausen and Murnighan,1985;Mizruchi,1992;Haunschild,1993).14 Hence,H6:Ceteris paribus,the extent of CSD is greater for companies with a chair-man having multiple directorships.The ownership structure of the company may give rise to legitimacy gaps. Diﬀerent shareholders may demand diﬀerent disclosures and the demand is greater when foreigners,due to the separation between management and own-ers geographically,hold a high proportion of shares(Schipper,1981;Brad-bury,1991;Craswell and Taylor,1992).Since a substantial fund in the Malaysian capital market comes from foreign investors,higher disclosure of information,including social and environmental information to aid decision-making may be expected.Thus,the hypothesis is,H7:Ceteris paribus,the extent of CSD is greater for companies dominated by foreign shareholders.3.4.Control variables(ﬁrm-speciﬁc characteristics)3.4.1.SizePrevious studies have indicated a positive relationship between the extent of CSD and company size.One explanation for the association is that large com-panies undertake more activities and have greater impact on society(Trotman 14For a discussion of the impact of interlocking directorships in Japan,see Cooke(1996).。

论企业跨国并购中文化整合

摘要随着世界经济全球化的步伐加快，中国综合国力的不断增强和当前我国的市场环境不断完善，越来越多的中国企业走出国门，外资企业与本土企业之间的并购、联合等现象经常发展，跨国并购已成为跨国投资的主要方式，如联想并购IBM PC业务,上汽收购双龙,TCL并购汤姆逊电子等等。

但由于不同国家的企业文化存在差别，这使得企业之间文化的整合非常困难。

如何有效地克服这些差别，消除不同文化之间的差异，借鉴国内外的并购经验和教训，推动企业持续健康地发展，也是每个企业要思考的现实问题。

中国企业在新一轮跨国并购浪潮中如何抓住机遇，积极尝试利用并购拓展海外市场提升竞争力，解决并购后的文化整合已成为成功的关键因素。

本文先从文化整合的内涵以及文化整合在跨国公司并购中的意义来说明文化整合作为关键因素在企业成功跨国并购中的重要作用。

然后具体地以联想购并IBM PC业务为案例分析跨国公司文化整合存在的主要难点所在以及遇到的阻力，最后分析联想所采取的相对应对策。

【关键词】跨国并购企业文化整合联想AbstractSpeeding up along with the world economics globalization and the Chinese comprehensive national increasing and the sound of our country market environmental law, more and more Chinese enterprises go abroad. The phenomenon of mergers and acquisitions between foreign enterprise and local enterprise have often been taken places .The transnational merger and acquisition has become the fundamental mode of the transnational investment ，for example Lenovo mergers IBM PC, Shanghai automobile group mergers double dragon ,TCL mergers Thomson and so on. The culture of conformity is very difficult between the enterprises, how effectively to overcome these differences, remove the difference between different culture, reference to the home and broad’s experience and the lesson are very important. The program that every corporation must think about deeply is that how to work out the diversity of the difference in country's corporate culture, make the enterprise develop endurable. It has already became an important key to success that how does the Chinese enterprises seizes the opportunity in the new tide , makes use of the chances to develop the overseas market and promote the competitive power. At first, the article is talked about the definition of the culture of conformity and its significance in order to explain how important to the mergers and acquisitions between foreign enterprise. Then it analyses the main difficulties about the culture of conformity in the case of Lenovo mergers IBM PC in details. At last, it gets the solution to the difficulties about the culture of conformity depends on the methods what Lenovo has done.【Key Words】Transnational merger and acquisition; Corporation culture; Integration; Lenovo目录1 企业文化整合内涵 (3)1.1企业文化 (3)1.2企业文化整合内容 (3)2 企业文化整合在企业跨国并购中的意义 (4)2.1.企业文化整合能充分调动员工的积极性，有助于创造新价值 (4)2.2.企业文化整合能促进文化的交流，提升国际化人力资源管理水平 . 42.3. 企业文化整合能够提升企业竞争力,维持并购后企业的整体性 (4)3 联想跨国并购中文化整合中的难点所在 (5)3.1 意识形态上的差异 (5)3.2 权力距离上的差异 (5)3.3 思维方式上的差异 (6)3.4 领导人与员工的关系上的差异 (6)4 联想跨国并购中企业文化整合可能遇到的阻力策略 (6)4.1海外企业对联想的文化认同度低 (6)4.2 心理因素的阻碍 (7)5 联想跨国并购中企业文化整合的策略分析 (7)5.1 “求同存异、加强沟通”——并购企业文化整合应把握的两原则 . 75.2 “知彼知己”——在并购前期了解潜在的文化差异和冲突 (8)5.3 “整合愿景”——确立合并后企业的发展方向 (8)5.4 “取其精华”——主动吸收国外企业先进的文化 (8)5.5 “以人为本”——正确树立人本管理的思想 (9)参考文献 (10)致谢 (11)论企业跨国并购中的文化整合——以联想购并IBM pc为例并购从来都是资本市场上经久不息的话题，在现代经济中已经起着越来越重要的作用，特别是20世纪90年代以来，并购更是在世界经济掀起一股新的浪潮。

BEC简答题总结

Module I:Unit 1 Company StructureQuestions to consider:1.What are the common types of corporate structures?(P1)Functional structure, Divisional structure, Matrix-oriented organization.2.What are the advantages and disadvantages of the functional structure, …and so on?Functional structure: efficient specialization of labor, easy to comprehend, duplication of work, responsibility, short-sighted, communication;Divisional structure: facilitate expansion, accountability, decentralized decision-making, duplication of work/efforts, communication, goal alignment;Matrix-oriented organization: responsiveness, exchange of information, efficient use of resources, motivation, decision-making, cost, complex reporting system, confusion about who is in charge, democratic, relationship with customers and suppliers, innovation, morale, controlUnit 2 Stocks and SharesQuestions to consider:1.What are the main types of stocks?(P9)Income stocks, Blue chip stocks, Growth stocks, Cyclical stocks, Defensive stock.2.What are the main components of an annual report?(P10)Most annual reports include:Balance sheet:Statement of income and retained earningsStatement of changes in financial positionAccountant’s report3.How can an investor invest his/her money if he/she wants a safe investment?(P12)From stock ticker and tablesInvestors can download a stock tape to run continuously on their computers while connected to the Internet.Basic stock information is available in the stock tables in the business section of the newspaper.Unit 3 Mergers and AcquisitionsQuestions to consider:1.What are the types of M & As?(P15)Horizontal mergers, Vertical mergers, Congeneric merger/concentric mergers, Conglomerate mergers.2.What are the motives behind M & As?(P16)Synergy, Increased revenue or market share, Cross-selling, Economy of scale; Taxation;Geographical or other diversification; Resource transfer; Vertical integration.3.List some reasons that a large percentage of M&As fails.(Key words: integration of corporate cultures, national cultures, redundancies, etc)Unit 4 Corporate CultureQuestions to consider:1.What are the main types of corporate cultures?(P22)Adaptive cultures, Inert culture, Networked organizations, Mercenary organizations, Fragmented organizations, Communal organizations.2.How is a positive corporate culture built?(P21)Culture carriers, Stability, Stories, Heroes, Symbols, Rites, Rituals, Courses, Cultural networks.3.Can you summarize the Google culture/the IKEA culture?(Key words: regulations, rules, vitality, spirit, flat structure, ambience, shared values, innovation, sense of responsibility, decision-making, simplicity, efficiency, cost, hiring policies, commitment, etc. )4.In what areas is a corporate culture reflected?(P24)Language, Decision making, Symbols, Stories and legends, Daily work practices.Module II:Unit 5 Job Analysis and DesignQuestions to consider:1.What should Job Descriptions include? (P2)Job title, Job identification, Job duties, or Essential functions, Job specifications.2.Why is it an important part of HRM?(P1)Selection, Training and development, Performance appraisal, Compensation management. 3.Why Job analysis is sometimes called the cornerstone of HRM?(P3)Because the information it collects serves so many HRM functions. Job analysis is the process of obtaining information about jobs by determining what the duties, tasks or activities of those jobs are.Unit 6 Staff MotivationQuestions to consider1.What measures can management take to motivate the staff? (Seven in the textbook)(P11)Delegation authority, Enrich jobs, Enlarge jobs, Rotate jobs, Show appreciation, Ensure equity. Foster team spirit, Use management by objectives, Training, Improving communication, Rewards and incentives.2.List some motivation theories. (P10)Hierarchy of needs –Abraham MaslowDual-factor theory – Frederick HerzbergThe need for achievement – David McClellandExpectancy theory of motivation –Victor VroomUnit 7 RecruitmentQuestion to consider1.What are the advantages of headhunting?Cost, Need of changing jobs, Save time, Find right recruits, etc.2.What are the advantages and disadvantages of internal recruiting and externalrecruiting?(P18)Internal recruitingAdvantages:●Employee is familiar with the organization and its culture●Lower recruitment cost●Employee is ‘known’ to the firm, which improves the organization’s ability to predict theperson’s success in the new job●Improves employee morale and motivationDisadvantages:●Internal rivalry and competition for higher position; can reduce interpersonal andinterdepartmental cooperation●No ‘new blood’ is brought into the system, which can prevent creative solutions fromemerging●Poor moral(leading to possible turnover) of employee who were not promotedExternal recruitingAdvantages:●Organization is able to acquire skills or knowledge that may not be currently availablewithin●Newer ideas and novel ways of solving problems may emergeDisadvantages:●Newcomers may not fit in with the organization and into its present culture●Newcomers take a longer time to learn about the organization’s culture, policies, andpractices●Usually, hiring from the outside is more expensive●Lowered morale and motivation levels of current employees who don’t see any careergrowth possibilities within the firmUnit 8 The Future of WorkQuestions to consider1.What are the variations of flextime?(P23)●Flexitour, where employees choose their working time and have to stick to it foe aperiod of time●Gliding time, permitting flexible starting and quitting time●Variable day, or flexible workdays (e.g. twelve hours one day and four hours the next)●Maniflex, with flexible workday, but core time on certain days●Flexiplace, allowing flexibility in working time and palce2.In a flexible staffing program, how does an employer recruit people?(P24)Allow short-term assignments, Temporary agency hires, An internal temporary pool, Independent contractorsModule III:Unit 9 Trade FairsQuestions to consider1.List some of the benefits of attending a trade fair.(P2)●Establish meaningful goals, masterfully plan your strategy, and measure your return oninvestment●Implement powerful, memorable marketing initiatives before, during, and after the event●Choose the best type of exhibit display booth that meets your promotional needs andbudgetary requirements●Effectively utilize display accessories, banners, graphics, lighting, booth design, andmaterials to heighten visibility and drive sales●Select trade show promotional products and giveaways that complement your companyimages●Ensure those working the show are well trained to fully represent your company,generate leads, and secure salesUnit 10 Entering a Market: Scanning Market EnvironmentQuestions to consider1.What are macro- and micro-environment factors?(P10-11)Micro-environment includes the company itself, its suppliers, marketing intermediaries, customer markets, competitors, and publics.Macro-environment includes concepts such as demography, economy, natural forces, technology, politics, and culture.2.What is PEST analysis (OR PESTEL)?(P13)The macro-environment analysis forces, e.g. political forces, economic forces, sociocultural forces, and technology forces. These are known as PEST3.What are the common ways to enter a foreign market?(觉得会考，但是没有找到确定的参考答案)It is very important that an organization considers its environment before beginning the marketing process. In fact, environmental analysis should be continuous and feed all aspects of planning.4.List some sociocultural factors.(P14)●What is the dominant religion?●What are attitudes to foreign products and services?●Does language impact upon the diffusion of products onto markets?●How much time do consumers have for leisure?●What are the roles of men and women within society?●How long are the population living? Are the older generations wealthy?●Do the populations have a strong/weak opinion on green issues?Unit 11 E-businessUnit 12 Global BrandingQuestions to consider1.What are the benefits of Global Branding?(P22)●Economies of scale(production and distribution)●Lower marketing costs●Laying the groundwork for future extensions worldwide●Maintaining consistent brand imagery●Quicker identification and integration of innovation(discovered worldwide)●Preempting international competitors from entering domestic markets or locking you outof other geographic markets●Increasing international media reach(especially with the explosion of the Internet)is anenabler●Increases in international business and tourism are also enablers2.List global brand constants and variables.(P23)Global brand constants:●Corporate brand●Brand identity system(especially your logo)●Brand essenceGlobal brand variables:●Corporate slogan●Products and services●Product names●Product features●Positioning●Marketing mixes(including pricing, distribution, media and advertising execution)。

Impacts_of_Cultural_Differences_on_International_B(Checked) f

Impacts of Cultural Differences on InternationalBusiness NegotiationAbstractThe business negotiations under different cultural conditions come to cross-cultural negotiations. W ith the economic globalization and the frequent business contacts, cultural differences seem to be very important; otherwise they could cause unnecessary misunderstanding or even affect the result of the business negotiations. This means it is very important to know the different cultures in different countries and the ways to avoid the culture conflicts in the international business negotiations. The article commences from the types of culture differences, then it explains the i m pact s of these culture differences on international business negotiation and finally it analyzes how to deal with the problem of the cultural differences correctly in negotiation process.Key words:culture; cultural differences; business negotiation; impactOutlineI. Types of cultural differences1.1 V alue view1.2 Negotiating style1.3Thinking modelⅡ.Impact of cultural differences on international business negotiations2.1 Impact of value view differences on international business negotiations2.1.1 Impact of time view difference on negotiation2.1.2 Impact of equality view difference on negotiation2. 1.3 Impact of objectivity difference on negotiation2.2 Impact of negotiating style differences on international business negotiations 2.3 Impact of thinking model differences on international business negotiationⅢ.Coping strategy of negotiation across cultures3.1 Making preparations before negotiation3.2 Overcoming cultural prejudice3.3 Conquering communication barriersⅣ.Conclusion文化差异对国际商务谈判的影响摘要：不同文化条件下的商务谈判就是跨文化谈判。

Impacts of Cultural Differences on Sino-Western Business Cooperation

Impacts of Cultural Differences on Sino-Western Business Cooperation作者：李瑞静来源：《神州·中旬刊》2013年第07期摘要：随着世界经济一体化的加速发展，中国已逐渐成为最主要的世界投资经济体之一。

然而，文化差异致使中美两国在商务洽谈中时见摩擦。

本文通过案例分析，阐释了文化差异对中西方商务沟通的影响。

关键词：文化差异商务沟通1. IntroductionIn the 21st century，China has become one of the most attractive places for foreign investment, among which the Sino-American business relationship is one of the most important ties. However, cultural conflicts and communication failures frequently occur due to the lack of understanding to each other. For this paper I select one of the trade cases between China and the USA to analyze the impacts of cultural differences between these two countries.2. Case DescriptionDavid Evenson, a businessman from the USA, reached an agreement to import Chinese green tea from Zhejiang, China. He was impressed by the quality of the tea and the packaging. In order to profit from this transaction, David's accounting department suggested that the tea be priced a little higher than the domestic and imported brands of tea they already sold. But the sale representative from China disagreed, suggesting David to cut the price.Three weeks later the green tea had been returned to the warehouse. The Chinese sale representative again suggested that David try not sold lowering the price, but David seemed to have lost interest in the project.①3. Relevant TheoryThe U.S. has traditionally been known as a melting pot because people from different countries and races. There are great regional and sub-cultural differences, making American culture mostly heterogeneous. The impression of American to Chinese people is that American is independent, open, and with strong competitiveness and straightforwardness etc. As far as we know, maybe the most essential difference between these two cultural is the Individualism and Collectivism, which is one of the five intercultural dimensions developed by Hofstede.② Chinese cultural is typical collectivism.Contrast between Individualism and CollectivismAttitudes and behaviors：Individualism & CollectivismIndividualism：Each person is separate from each other; children learn to think in terms of “I”； Collectivism：Each person is pa rt of a group; children learn to think in terms of “we”.According to Hofstede, we can see that the social relationship of Chinese values is Group and the one of American values is Individual.4. The AnalysisThis case shows the difference between collectivism and individualism on the attitude of relationship pattern. Comparing with short-term interests, what the Chinese businessmen care most seems to be the long-term market. Just like the old Chinese saying: “To catch a big fish, one must cast a long line.” In order to develop a new potential market, Chinese businessmen are more willing to commit financial and human resources, because they believe their investment will eventually lead to a high return. However to Americans, a business relationship means nothing but a benefit-based relationship. Comparing with long-term return, they care more about the short-term profits. As a result, when David realized that the cost of the green tea was high, he just raised the price because he was unwilling to start out selling at a loss. When he couldn’t gain profits at the primary term, he wasn’t willing to persevere and returned the goods to the warehouse.。

收购和并购英语作文初中

Acquisitions and mergers are significant activities in the corporate world that involve the consolidation of two or more companies into one entity.This essay will explore the reasons behind such activities,the process involved,and the potential outcomes for the companies and their stakeholders.Reasons for Acquisitions and Mergers1.Strategic Growth:Companies often engage in acquisitions or mergers to expand their market presence,diversify their product or service offerings,or enter new markets.2.Economies of Scale:By combining operations,companies can achieve cost savings through the elimination of redundancies and the streamlining of processes.3.Access to Resources:Acquisitions can provide a company with access to new technologies,intellectual property,or skilled personnel that might be difficult to acquire otherwise.4.Market Power:Larger companies resulting from mergers can have greater influence over suppliers,customers,and competitors,potentially leading to higher profit margins.5.Risk Management:Diversification through acquisitions can help companies spread their risk across different markets or product lines.The Process of Acquisitions and Mergers1.Identification of Target:The acquiring company identifies potential targets that align with its strategic goals.2.Due Diligence:This involves a thorough investigation of the target companys financials,operations,legal status,and other relevant aspects to assess its value and potential risks.3.Negotiation:The two parties negotiate the terms of the deal,including the purchase price,payment structure,and any conditions that must be met.4.Regulatory Approval:Depending on the size and nature of the deal,regulatory bodies may need to approve the merger or acquisition to ensure it does not lead to a monopoly or violate antitrust laws.5.Integration:Postacquisition,the two companies must be integrated,which can involvemerging cultures,systems,and operations.Potential Outcomes1.Synergies:The combined company may achieve synergies that lead to increased efficiency and profitability.2.Cultural Clash:There can be challenges in merging company cultures,which may lead to employee dissatisfaction and turnover.3.Customer Reaction:Customers may react positively or negatively to the merger, depending on their perception of the new entity and any changes in product or service offerings.4.Financial Impact:The deal can have immediate and longterm financial implications for both the acquiring and target companies,including potential writedowns or gains.5.Market Response:The stock market may react to the announcement of a merger or acquisition,affecting the share prices of both companies.In conclusion,acquisitions and mergers are complex transactions that can have farreaching implications for the companies involved and the broader market.While they offer opportunities for growth and efficiency,they also present risks that must be carefully managed.As such,companies must approach these activities with a strategic mindset and a thorough understanding of the potential outcomes.。

同一控制下的企业吸收合并流程

同一控制下的企业吸收合并流程1.合并前，双方企业应进行充分的合并尽职调查。

Before the merger, the two companies should conduct thorough due diligence.2.企业应制定合并计划，并提交给相关监管部门审核。

The companies should prepare a merger plan and submit it for review by the relevant regulatory authorities.3.若合并计划获得批准，双方企业可以签订正式的合并协议。

If the merger plan is approved, the two companies can sign a formal merger agreement.4.合并协议应包括合并的条件、对价格的协商以及未来的经营计划等内容。

The merger agreement should include the conditions of the merger, negotiation on the price, and future operational plans.5.企业领导人应向员工和股东详细介绍合并的计划和好处。

The company's leaders should provide detailed information about the merger plans and benefits to employees and shareholders.6.企业需要提交合并申请文件，并等待相关监管部门的批准。

The companies need to submit the merger application documents and wait for approval from the relevant regulatory authorities.7.监管部门将对合并申请进行审查，确保合并不会对市场竞争带来不利影响。

子公司合并母公司工商登记流程

子公司合并母公司工商登记流程1.子公司合并母公司需要先进行工商登记。

The merger of a subsidiary into a parent company requires registration with the business administration.2.首先，母公司需要向工商行政管理部门递交合并申请。

First, the parent company needs to submit a merger application to the business administration department.3.在申请中，要提供子公司和母公司的相关资料及合并计划书。

In the application, relevant information of the subsidiary and parent company, as well as the merger plan, should be provided.4.合并计划书需要详细说明合并的原因和目的，以及合并后的经营计划。

The merger plan should provide a detailed explanation of the reasons and purposes of the merger, as well as the post-merger business plan.5.申请提交后，工商行政管理部门将进行审核和批准。

After the application is submitted, the business administration department will review and approve it.6.审核过程中，可能需要补充提交一些文件或信息。

During the review process, it may be necessary to supplement the submission of some documents or information.7.一旦合并申请获得批准，工商行政管理部门会发放合并的相关证件。

对文化企业的影响英语作文

对文化企业的影响英语作文The Impact of Cultural Enterprises。

Cultural enterprises refer to businesses that produce or distribute cultural goods and services, such as books, music, films, and art. They play a vital role in promoting cultural diversity, creativity, and innovation, as well as stimulating economic growth and social development. In this essay, I will discuss the impact of cultural enterprises on various aspects of society.Firstly, cultural enterprises contribute to the preservation and dissemination of cultural heritage. By producing and distributing cultural goods and services, they help to maintain and promote the rich and diverse cultural traditions of different communities and nations. For example, publishing companies can print and distribute books that document the history and culture of a particular region, while museums can display and interpret artifacts and artworks that represent the cultural heritage of aparticular society. Cultural enterprises also provide opportunities for people to learn about and appreciate different cultures, which can enhance mutual understanding and respect among different groups.Secondly, cultural enterprises foster creativity and innovation. They provide a platform for artists, writers, musicians, and filmmakers to express their ideas and talents, and to share them with a wider audience. This not only promotes individual creativity, but also encourages the development of new forms of cultural expression and innovation. For example, the rise of digital technologies has enabled new forms of music, film, and art to emerge, and has created new opportunities for artists and entrepreneurs to reach audiences around the world.Thirdly, cultural enterprises are important drivers of economic growth and job creation. They contribute to the development of creative industries, which are increasingly recognized as key drivers of innovation and growth in the global economy. According to a report by UNESCO, the creative industries generate around 3% of global GDP andemploy more than 30 million people worldwide. In addition, cultural enterprises can provide opportunities for smalland medium-sized enterprises (SMEs) to enter new marketsand compete globally, which can help to promote entrepreneurship and innovation.However, cultural enterprises also face a number of challenges. One of the main challenges is piracy and copyright infringement, which can undermine the economic viability of cultural enterprises and discourage investment in creative industries. Another challenge is the lack of access to finance and markets, which can limit the growth and development of SMEs in the cultural sector. In addition, cultural enterprises may face cultural barriers and resistance to change, particularly in traditional societies where cultural norms and values may be resistant to new forms of cultural expression.In conclusion, cultural enterprises play a criticalrole in promoting cultural diversity, creativity, and innovation, as well as stimulating economic growth andsocial development. However, they also face a number ofchallenges that must be addressed in order to realize their full potential. By supporting cultural enterprises and promoting a favorable environment for their growth, governments, businesses, and civil society can help to promote cultural diversity, creativity, and innovation, and to build a more prosperous and inclusive society.。

关于企业英语作文

The Role and Impact of Corporations in Modern SocietyIn the contemporary world, the significance of corporations cannot be overstated. They are the driving force behind economic growth, technological advancements, and social welfare. However, with this immense power comes great responsibility. Corporations play a pivotal role in shaping society, and their actions have profound impacts on various stakeholders, including employees, customers, shareholders, and the environment.Firstly, corporations are the backbone of economic development. They contribute significantly to gross domestic product (GDP) and generate employment opportunities for millions of people. By investing in research and development, they innovate and introduce new products and services that improve people's lives. This economic growth not only benefits shareholders and investors but also spurs the development of other industries and creates a virtuous cycle of prosperity.However, the pursuit of profits must not come at the cost of ethical and moral principles. Corporations must prioritize the welfare of their employees, customers, and the environment. This means ensuring safe working conditions, providing fair compensation, respecting consumer rights, and engaging insustainable practices. By adhering to these principles, corporations can earn the trust and loyalty of their stakeholders, which in turn leads to long-term success and stability.The relationship between corporations and their employees is particularly crucial. Employees are the lifeblood of any organization, and their welfare and satisfaction directly impact the performance and reputation of the company. Corporations must invest in the development and well-being of their employees, providing training, career development opportunities, and a healthy work environment. This not only boosts employee morale and productivity but also creates a positive corporate culture that attracts and retains top talent.Customers are also key stakeholders in the success of corporations. By understanding their needs and preferences, and delivering high-quality products and services, corporations can build strong brand loyalty and create lasting relationships with their customers. This, in turn, leads to increased sales, market share, and profitability.Moreover, the environmental impact of corporations is becoming increasingly significant. With the rise of climate change and environmental degradation, it is imperative for corporations to adopt sustainable practices and reduce theircarbon footprint. This includes using renewable energy, reducing waste, and promoting recycling. By doing so, corporations can contribute to the preservation of our planet and create a more sustainable future for all.In addition to their economic and environmental impacts, corporations also play a role in social welfare. Many companies engage in corporate social responsibility (CSR) activities, such as supporting community development projects, providing education and healthcare facilities, and promoting diversity and inclusivity. These efforts not only improve the lives of those in need but also enhance the reputation and brand image of the corporation.However, it is worth noting that the impact of corporations is not always positive. There have been instances where companies have been accused of unethical practices, such as bribery, corruption, and exploitation of workers. Such actions not only damage the reputation of the company but also erode trust and confidence in the corporate sector. Therefore, it is crucial for corporations to uphold high ethical standards and be accountable for their actions.In conclusion, corporations play a crucial role in modern society, driving economic growth, technological advancements,and social welfare. However, with this power comes great responsibility. Corporations must prioritize the welfare of their employees, customers, and the environment, uphold ethical standards, and engage in sustainable practices. By doing so, they can contribute positively to society and create a better world for all.。

Immigration The Impact on Society and Culture

Immigration The Impact on Society andCultureImmigration has been a topic of great debate and controversy in societies around the world. The impact of immigration on society and culture is a complex and multifaceted issue that affects various aspects of life for both immigrants and the host country. From economic implications to social integration andcultural diversity, immigration has the power to shape the fabric of a society in profound ways. One of the most significant impacts of immigration on society is the economic effect. Immigrants often come to a new country in search of better job opportunities and a higher standard of living. They contribute to the workforce, filling gaps in industries that may have a shortage of workers. This can lead to economic growth and increased productivity in the host country. However, some argue that immigrants may also compete with native-born citizens for jobs, leading to lower wages and increased unemployment rates. The economic impact of immigration is a complex issue that requires careful consideration of both the benefits and drawbacks. In addition to the economic impact, immigration also has social implications for society. Immigrants bring with them their own cultural traditions, beliefs, and practices, which can enrich the cultural landscape of the host country. This diversity can lead to a more vibrant and dynamic society, with a wider range of perspectives and experiences. However, cultural differences can also lead to tensions and conflicts within society, as different groups may struggle to coexist peacefully. Social integration is a key factor in ensuringthat immigration has a positive impact on society, as it allows for the peaceful coexistence of diverse groups within a community. Furthermore, immigration has the power to shape the cultural identity of a society. As immigrants settle in a new country, they may assimilate to the dominant culture or maintain their own cultural identity. This process of cultural exchange can lead to the creation of a unique and diverse cultural landscape that reflects the contributions of various groups. However, cultural assimilation can also lead to the loss of cultural traditions and practices, as immigrants adopt the customs of their new home. Balancing the preservation of cultural identity with the integration of newcultural elements is essential in ensuring that immigration has a positive impact on the cultural fabric of society. Moreover, immigration can also have political implications for society. Immigrants may bring with them new political ideologies and beliefs, which can influence the political landscape of the host country. This can lead to debates and discussions about immigration policies, citizenship rights, and the role of immigrants in society. Political tensions around immigration canbe divisive, leading to polarized opinions and conflicts within society. Finding common ground and working towards inclusive policies that address the needs ofboth immigrants and native-born citizens is essential in fostering a harmonious political environment. In conclusion, the impact of immigration on society and culture is a complex and multifaceted issue that affects various aspects of lifefor both immigrants and the host country. From economic implications to social integration and cultural diversity, immigration has the power to shape the fabric of a society in profound ways. By understanding and addressing the various impacts of immigration, societies can work towards creating inclusive and welcoming environments that benefit all members of the community.。

企业文化对商业成功的影响英语作文

企业文化对商业成功的影响英语作文Corporate culture plays a significant role in the success of a business. It encompasses the values, beliefs, behaviors, and attitudes that guide the actions of individuals within an organization. Here are some aspects of how corporate culture can impact business success:1. Employee Engagement: A strong corporate culture fosters employee engagement and satisfaction. When employees feel connected to the values and mission of the company, they are more likely to be motivated and productive. This, in turn, leads to higher job satisfaction, lower turnover rates, and better overall performance.2. Teamwork and Collaboration: A positive corporate culture promotes teamwork and collaboration among employees. When individuals work together cohesively towards a common goal, it enhances productivity and creativity. Ideas and knowledge are shared, leading to innovation and better outcomes for the business.3. Customer Orientation: A customer-centric corporate culture places a strong emphasis on satisfying customer needs and delivering excellent service. When employees are aligned with this focus, they go the extra mile to exceed customer expectations. This builds customer loyalty, encourages repeat business, and attracts new customers through positive word-of-mouth referrals.4. Adaptability and Innovation: A culture that values adaptability and encourages innovation enables the business to adapt to changing market conditions and stay ahead of competitors. When employees are empowered to take risks, experiment with new ideas, and learn from failure, it fosters a culture of continuous improvement and innovation.5. Brand Reputation and Attracting Talent: A strong corporate culture helps build a positive brand reputation, both internally and externally. Companies with a reputation for having a great workplace culture attract top talent, as employees seek to work in a supportive and collaborative environment. This, in turn, enhances an organization's ability to attract and retain top talent in the industry.In conclusion, a well-defined and positive corporate culture can have a profound impact on the success of a business. It enhances employee engagement, promotes teamwork and innovation, and strengthens the organization's reputation in the market.。

The Impact of Immigration on Culture

The Impact of Immigration on Culture Immigration has always been a hotly debated topic, especially when it comes to its impact on culture. People have varying opinions on whether immigration enriches or dilutes a country's culture. Some argue that immigration brings diversity and new perspectives, leading to a more vibrant and dynamic culture. On the other hand, some believe that immigration can erode traditional values and customs, leading to a loss of cultural identity. One perspective is that immigration enriches a country's culture by bringing in new ideas, traditions, and perspectives. When people from different backgrounds come together, they share their unique experiences and customs, creating a melting pot of cultures. This diversity can lead to a more inclusive and tolerant society, where people learn to appreciate and respect different ways of life. For example, in the United States, immigrants have played a significant role in shaping the country's culture, from cuisine to music to literature. However, there are also concerns that immigration can lead to the dilution of a country's culture. Some fear that an influx of immigrants can overwhelm the existing culture, leading to a loss of traditional values and customs. This fear is often fueled by concerns about assimilation and integration, with some worrying that immigrants may not fully embrace the host country's culture. In some cases, this can lead to tensions between immigrant communities and the native population, as they struggle to find common ground. Another perspective to consider is the impact of immigration on language and communication. With the influx of immigrants from different parts of the world, countries may see a rise in multilingualism. While this can be seen as a positive development, as it promotes cultural exchange and understanding, it can also lead to challenges in communication. Language barriers can create misunderstandings and hinder integration, making it difficult for immigrants to fully participate in society. Furthermore, immigration can also have economic implications for a country. Immigrants often fill labor gaps in sectors such as agriculture, healthcare, and hospitality. This can boost the economy and drive innovation, as immigrants bring new skills and expertise to the workforce. However, there are concerns about the impact of immigration on wages and job opportunities for native workers. Some argue that immigrants may be willing to work for lower wages,leading to competition for jobs and driving down wages for everyone. In conclusion, the impact of immigration on culture is a complex and multifaceted issue. While immigration can bring diversity and new perspectives to a country, it can also lead to challenges such as cultural tensions, language barriers, and economic implications. It is essential for policymakers to strike a balance between welcoming immigrants and preserving the host country's culture and values. Ultimately, a diverse and inclusive society can thrive when people from different backgrounds come together to learn from each other and build a stronger, more resilient community.。

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