Business Combination and stock investment
企业并购外文翻译文献
企业并购外文翻译文献(文档含中英文对照即英文原文和中文翻译)外文:Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of global mega-mergers. Like the mergers and acquisitions (M&As) frenzy of the 1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks,concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. As credit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent most of the world’s economies into recession, reducing global M&A activity by more than one-third from its previous high. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offset deflationary pressures. What impact have such actions had on mergers and acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on the notion that some firms are simply too big to fail because of their potential impact on the economy—consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of markets, which rewards good decisions and penalizes poor ones. Allowing a business to believe that it can achieve a size “too big t o fail” may create perverse incentives. Plus, there is very little historical evidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlying dynamics of M&As in the context of an increasingly interconnected world. The chapter begins with a discussion of M&As as change agents in the context of corporate restructuring. The focus is on M&As and why they happen, with brief consideration given to alternative ways of increasing shareholder value. You will also be introduced to a variety of legal structures and strategies that are employed to restructure corporations.Throughout this book, a firm that attempts to acquire or merge with another company is called an acquiring company, acquirer, or bidder. The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you to understand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustrated by the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today’s list, and some 2,000 firms have appeared on the list at one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm’s basic operations or fundamentally change its asset or financial structure. ···································································································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs are fixed in that they cannot be altered in the short run. By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let’s consider an automobile plant that c an assemble 10 cars per hour and runs around the clock—which means the plant produces 240 cars per day. The plant’s fixed expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in averagefixed costs per car per day is $2,084 (i.e., $4,167 – $2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let’s consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personal care as well as pharmaceutical products. Honda knows how to enhance internal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology lets customers run applications on UNIX and NT operating systems on a single computer system. Citigroup uses the same computer center to process loan applications, deposits, trust services, and mutual fund accounts for its bank’s customers.Each is an example of economies of scope, where a firm is applying a specific set of skills or assets to produce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on the cost of capital of the acquiring firm or newly formed firm resulting from a merger or acquisition. The cost of capital is the minimum return required by investors and lenders to induce them to buy a firm’s stock orto lend to the firm.In theory, the cost of capital could be reduced if the merged firms have cash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a high-growth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the high-growth industry, and combining the two firms could lower the average cost of capital of the combined firms.DiversificationBuying firms outside a company’s current prima ry lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the combined firms.·················································································A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson &Johnson announced itsultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business in the fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates by developing or acquiring new products with which it is relatively unfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney’s acquisition of the Eckerd Drugstore chain or J&J’s $16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, the firm assumed additional risk, but less so than unrelated diversification if it had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, such as General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were they broken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversified in unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding for the most attractive investment opportunities.Moreover, outside investors may have a difficult time understanding how to value the various parts of highly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Although change can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been major forces in creating new opportunities for growth, and threatening, or making obsolete, firms’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation in recent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activity because deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitors that can resell the power in the utility’s own marketplace respond with M&As to achieve greater operating efficiency. Commercial banks that have moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother’s markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent household names such as Kodak and Polaroid scrambling to adapt. The growth of satellite radio is increasing its share of the radio advertising market at the expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger, more bureaucratic firms cannot achieve. With engineering talent often in short supply and product life cycles shortening, these larger firms may not have the luxury of time or the resources to innovate. So, they may look to M&As as a fast and sometimes less expensive way to acquire new technologies and proprietary know-how to fill gaps in their current product portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquired Skype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had been unable to realize the benefits of owning Skype and was selling the business to a private investor group for $2.75 billion.Hubris and the “Winner’s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because of hubris, even if significant synergies are present. In an auction environment with bidders, the range of bids for a target company is likely to be quite wide, because senior managers t end to be very competitive and sometimes self-important. Their desire not to lose can drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays more than the company is worth and may ultimately feel remorse at having done so—hence what has come to be called the winner’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the rat io of the market value of the acquiring firm’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on a firm’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in NorthAmerica. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and the firm’s shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, each of whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managers to take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent on removing the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10翻译:并购基础知识：一切你需要知道的并购新千年的第一个十年,预示着全球大规模并购时代的到来。
高级英语会计 第一章试题库
Chapter 1 Business combinations1.An economic advantage of a business combination includesa.utilizing duplicative assetsb.creating separate managementc.coordinated marketing campaignsd.horizontally combining levels within the marketing chainANS: C DIF: E OBJ: 12.A tax advantage of business combination can occur when the existing owner of a companysells out and receives:a.cash to defer the taxable gain as a “tax-free reorganization”b.stock to defer the taxable gain as a “tax-free reorganization”c.cash to create a taxable gaind.stock to create a taxable gainANS: B DIF: E OBJ:13.A controlling interest in a company implies that the parent companya.owns all of the subsidiary’s stockb.has influence over a majority of the subsidiary’s assetsc.has paid cash for a majority of the subsidiary’s stockd.has transferred common stock for a majority’s outstanding bonds and debenturesANS: B DIF: M OBJ: 24.Which of the following is a potential abuse that may arise when a business combination isaccounted for as a pooling of interests?a.Assets of the buyer may be overvalued when the price paid by the investor is allocatedamong specific assets.b.Earnings of the pooled entity may be increased because of the combination only and notas a result of efficient operationsc.Liabilities may be undervalued when the price paid by the investor is allocated tospecific liabilities.d.An undue amount of cost may be assigned to goodwill, thus potentially allowing anunderstatement of pooled earnings.ANS: B DIF: M OBJ: 3, APP. Apany B acquired the assets (net of liabilities) of Company S in exchange for cash. Theacquisition price exceeds the fair value of the net assets acquired. How should Company B determine the amounts to be reported for the plant and equipment, and for long-term debt ofthe acquired Company S?Plant and equipment long-term debta. fair value S’s carrying amountb. fair value fair valuec. S’s carrying amount fair valued. S’s carrying amount S’s carry amountANS: B DIF: E OBJ: 46.President Company acquired the asset (net of liabilities) of Senator Company during 20x0.The purchase price was $800,000. On the date of the transaction, Sundown had no long-term investments in marketable equity securities and $400,000 in liabilities. The fair value of Sundown’s assets on the acquisition date was as follows:Current assets………………………………………………….$ 800,000Noncurrent assets ……………………………………………... 600,000$1,400,000How should Present account for the $200,000 difference between the fair value of the net assets acquired, $1,000,000, and the cost, $800,000?a.Retained earnings should be reduced by $200,000.b.Current assets should be recorded at $685,000 and noncurrent assets recorded at $515,000.c.The noncurrent assets should be recorded at $400,000.d.A deferred credit of $200,000 should be set up and subsequently amortized to future netincome over a period not to exceed 40 years.ANS: C DIF: M OBJ: 47.ABC Co. is acquiring XYZ Inc. XYZ has the following Intangible assets Patent on a productthat is deem to have no useful life $10,000. Customer List with an observable fair value of $50,000. A 5 year operating lease with favorable terms with a discounted present value of $8,000. Identifiable R&D of $100,000.ABC will record how much for acquired Intangible Assets from the Purchase of XYZ Inc/a.$168,000b.$58,000c.$158,000d.$150,000ANS: B DIF: D OBJ: 48.Vibe Company purchased the net assets of Atlantic Company in a business Combinationaccounted for as a purchase. As a result, goodwill was recorded. For tax purpose, this combination was considered to be a tax-free merger. Included in the assets is a building withan appraised value of $210,000 on the date of the business combination. This asset had a net book value of $70,000, based on the use of accelerated depreciation for accounting purposes.The building had an adjusted tax basis to Atlantic (and to V ibe as a result of the merger) of $120,000. Assuming a 36% income tax rate, at what amount should V ibe record this building on its books after the purchase?a.$120,000b.$134,000c.$140,000d.$210,000ANS: D DIF: M OBJ: 49.Goodwill represents the excess cost of an acquisition over thea.sum of the fair values assigned to intangible assets less liabilities assumed.b.Sum of the fair values assigned to tangible and intangible assets acquired less liabilitiesassumed.c.Sum of the fair values assigned to intangibles acquired less liabilities assumed.d.Book valued of an acquired company.ANS: B DIF: M OBJ: 510.When purchasing a company occurs, FASB recommends disclosing all of the followingexcept:a.goodwill related to each reporting segment.b.Contingent payment agreements, options, or commitments included in the purchaseagreement, including accounting methods to be followed.c.Results of operations for the current period if both companies had remained separate.d.Amount of in-process R&D purchased and written-off during the period.ANS : C DIF: M OBJ: 511.Cozzi Company is being purchased and has the following balance sheet as of the purchasedate:Current assets $200,000 Liabilities $ 90,000Fixed assets 180,000 Equity 290,000Total $380,000 Total $380,000The price paid for Cozzi’s net assets (the purchaser assumes the liabilities) is $500,000. The fixed assets have a fair balue of $220,000, and the liabilities have a fair value of $110,000. The amount of goodwill to be recorded in the purchase is _________.a.$0b.$50,000c.$70,000d.$190,000ANS: D DIF: M OBJ: 612.Separately identified intangible assets are accounted for by amortizing:a.exclusively by using impairment testing.b.Based upon a pattern that reflects the benefits conveyed by the asset.c.Over the useful economic life less residual value using only the straight-line method.d.Amortizing over a period not t exceed a maximum of 40 years.ANS: B DIF: E OBJ: 613.Acme Co. is preparing a pro-forma set of financial statements after an acquisition of CoyoteCo. The purchase price is less than the fair value of the assets acquired. However, the purchase price is greater than net book value of the acquired company.a.Acme’s goodwill will decrease over time.b.Acme’s amortization of intangible assets will increase over time.c.Depreciation expense will be greater than Coyote Company’s expense.d.Coyote’s loss on the sale of the assets will create a net loss carryforward.ANS: C DIF: D OBJ: 614.While performing a goodwill impairment test, the company had the following information: Estimated implied fair value of reporting unit(without) 420,000Existing net book value of reporting unit(without) 380,000Book value of goodwill 60,000Based upon this information the proper conclusion is :a.The existing net book value plus goodwill is in excess of the implied fair value, therefore , noadjustment is required.b.The existing net book value plus goodwill is less than the implied fair value plus goodwill,therefore, no adjustment is required.c.The existing net book value plus goodwill is in excess of the implied fair value, therefore,goodwill needs to be decreased.d.The existing net book value is less than the estimated implied fair value, therefore, goodwillneeds to be decreased.ANS: C DIF: D OBJ: 615.Ajax Inc. acquired Cleaning Company on January 1,20x1. When the purchase occurredCleaning Company had the following information related to fixed assets:Land $80,000Building 200,000Accumulated Depreciation (100,000)Equipment 100,000Accumulated Depreciation (50,000)The building has a 10-year useful life and the equipment has a 5-year useful life. The fair value of the assets on that date were:Land $100,000Building 130,000Equipment 75,000What is the 20x1 depreciation expense Ajax will record related to purchasing Cleaning Company.a.$8,000b.$15,000c.$28,000d.$30,000ANS:C DIF:M OBJ: 616.In performing the 20x4 impairment test for goodwill, the company had the following 20x3and 20x4 information is available.20x3 20x4 Implied fair value of reporting unit 350,000 400,000Net book value of reporting unit (including goodwill) 380,000 360,000 Based upon this information what are the 20x3 and 20x4 adjustment to goodwill, if any?a.20x3 $0 20x4 $40,000 decreaseb.20x3 $30,000 increase 20x4 $40,000 decreasec.20x3 $30,000 decrease 20x4 $40,000 decreased.20x3 $30,000 decrease 20x4 $0ANS: D DIF: D OBJ: 717.Couples Corporation purchases players Corporation. The fair value of the net assets of playersis $750,000 and the fair value of priority account (including a deduction for depreciation) is $60,000. Which of the following purchase prices would require using allocation procedures?a.$500,000b.$600,000c.$700,000d.$800,000ANS: C DIF: D OBJ: 718.ACME Co. paid $110,000 for the net assets of Comb Corp . At the time of the acquisition thefollowing information was available related to Comb’s balance sheet:Book value Fair value Current assets $50,000 $50,000Building 80,000 100,000 Equipment 40,000 50,000Liabilities 30,000 30,000What is the amount recorded by ACME for the building?a.40,000b.60,000c.80,000d.100,000ANS: B DIF: D OBJ: 719.Which of the following business combination expenses would not qualify as a directacquisition expense for a purchase?a.Fees for purchase auditb.Outside legal feesc.Stock issuance feesd.All are direct acquisition expensesANS: C DIF: E OBJ: 820.Parson issues common stock to acquire all the asset of the Schultz Company on January1,20x1. There is a contingent share agreement, which states that if the income of the parson Division exceeds a certain level during 20x1 and 20x2, additional shares will be issued on January 1,20x3. The impact of issuing the additional shares is toa.increase the price assigned to fixed assets.b.Have no effect on asset values, but to reassign the amounts assigned to equity accounts.c.Reduce retained earning.d.Record additional goodwill.ANS: D DIF: D OBJ:8。
商务英语专业四级考试术语说明
商务英语专业四级考试术语说明1.global company :跨国公司—a company that in teg rates its internatio nal biz activities— A multi national corporation or multinational enterprise is an orga nizati on, that owned or controls productions of goods or services in one or more countries other than the home country.（维基百科）2.joint venture :合伙企业—a partnership that is formed by two or more parties cooperating in some special biz activities.—a business or project in which two or more companies or individuals have invested, with the intention of working together.（扌可^^|司典）3.merger & acquisition :并购—combining of two or more entities through the direct acquisition by the net assets of the other.—transactions in which the ownership of, other or their operating units are transferred or combined・4.distribution channel:分销渠道；销售渠道—all the organizations and people involved in the physical movement of goods and services from producer to consumer.5.listed company :上市公司—a company whose shares have been quoted by the Stock Exchange.―A public compan% publicly traded company, publicly held company, publicly listed company, o「public corporation is a whose ownership is dispersed among the general public in many shares of which are freely traded on a or in markets场外交易市场.（维基百科）6.Industrial complex :工业生产基地—a manu facturi ng area that con sists of many d iff ere nt factories turni ng out d iff ere nt products.7.brand recognition :品牌认知（度）；品牌识别—a product or products that has or have been recognized and appreciated by local consumers.8.specialty shop :专卖店—an outlet that deals in or sells a particular line of products.9.household name众所周知的名字一a brand, person, company, etc. that is known to all or very popular in a place.10.loss-maker:亏损企业—a biz that continually makes no profit.11.home country :祖国z母国—the country on which a multi national corporati on' s HQs is based ・12.quota :配额f定额z限额—a restriction on the quantity of imports of a particular product that a country impose.13.market economy :市场经济—an economy in which the market is used to determine resource allocation prices, and investments.14.new economy :新经济-a different form of economy that is mainly supported by IT sector and characterized by knowledge-based economy instead of manufacturing.—an economic system that is based on computers and modern technology, and is therefore dependent on educated workers・（朗文词典）bor force :劳动力—all of the people in a country or in a region that are employed or are likely to be employed in the future.16.bubble economy :—an economy that primarily depends on ban king, financial market and other transient 短暂的operation.17.venture capital:风险资本—funds that are invested in new plants or hi-tech startups open to large risk of loss. — Venture capital is capital that is invested in projects that have a high risk of failure, but that will bring large profits if they are successful.（柯林斯词典） cycle :商业周期—A period of time that a biz goes through consists of four stages—boom 繁荣」ecession 衰退,depression 萧条,recovery 苏醒.19.stock market:股票交易；证券市场，股票市场—a stock exchange that deals in stocks and shares.一the business of buying and selling stocks and shares・一a place where stocks and shares are bought and sold・（朗文词典）20.product life cycle :产品生命周期—a theory stating that certain kinds of products go through a cycle consisting of four stages, namely, introduction 投入期，growth 成长期, maturity 饱和期and decline 衰退期.21.Seed money二seed capital 启动资金—the initial equity capital 股本used to start a new venture or biz.—the money you have available to start a new business・（朗文词典）22.liquidity流动资产—available cash or the capacity to obtain it on demand・一In finance z a company's liquidity is the amount of cash or liquid assets it has easily available.资产折现力23.exchange rate 汇率—the amount of one currency that can be bought with another.一the value of the money of one country compared to the money of another country024.multinational company 跨国公司—a very large organization that owns companies in more than one country in order to obtain low-cost raw materials and make efficient use of a local workforce・25.money market货币市场f金融市场—the institutions and practices through which short-term funds are channeled to borrowers and entrepreneurs・一A country's money market consists of all the banks and other organizations that deal with short-term loans, capital, and foreign exchange.（柯林斯词典）一all the banks and other institutions that buy z sell, lend, or borrow money, especially foreign money, for profit.（朗文词典）26.collateral担保物，抵押品—property or an item of value acceptable as security 抵押品for a loan or other obligation.被同意作为抵押或其他义务担保的财产一property or other goods that you promise to give someone if you cannot pay back the money they lend you.（朗文词典）27.Dow-Jones Industrial Average 道琼斯工业平均指数—an index of the share prices quoted on the New York Stock Exchangefor a group of 30 leadi ng in dustrial compa nies.28.Blue chip蓝筹股,优质股票—a stock that sells at high price because of public confide nee in its long record of steady earnings.29.Nasdaq :纳斯达克~national association of securities dealers automated quotations•全国证券交易商自动报价系统协会一The Nasdaq Stock Market is an American ・ It is the in the world by , behind only the 纽约证券交易所located in the same city.（维基百科）30.（insurance） policy 保险单—the printed legal document stating the terms of insurance contract that is issued to the policy holder 投保人by company31.public relations 公共关系，公关—PR Z the activity of keeping good relationships between anorganization and the people outside it.32.depression :萧条f不景气—a period of drastic decline in a national or international economy, characterizedby decreasing biz activity, falling prices, and unemployment.国家（或国际）经济不景气的一段时期,其特点是商业活动减少、价钱下降、失业。
企业并购文献综述及外文文献资料
本文档包括改专题的：外文文献、文献综述一、外文文献Financial synergy in mergers and acquisitions. Evidence from Saudi ArabiaAbstractBusinesses today consider mergers and acquisitions to be a new strategy for their company's growth. Companies aim to grow through increasing sales, purchasing assets, accumulating profits and gaining market share. Thus; the best way to achieve any of the above-mentioned targets is by getting into either a merger or an acquisition. As a matter of fact, growth through mergers and acquisitions has been a critical part of the success of many companies operating in the new economy. Mergers and acquisitions are an important factor in building up market capitalization. Based on three structured interviews with major Saudi Arabian banks it has been found that mergers motivated by economies of scale should be approached cautiously. Similarly, companies should also approach vertical mergers cautiously as it is often difficult to gain synergy through a vertical merger. Firms should seek out mergers that allow them to acquire specialized knowledge. It has also been found that firms should look for mergers that increase market power whilst avoiding unrelated mergers or conglomerate mergers.Keywords: Synergy, Mergers and Acquisitions, Saudi Arabia 1. IntroductionThere is a major difference between mergers and acquisitions. Mergers occur between similarly sized companies and the collaboration is "friendly" between both companies. However, Acquisitions often occur between differently sized companies and the partnership is usually forced and hostile.Wheelen and Hunger (2009) define a merger as a transaction involving two or more corporations in which stock is exchanged but in which only one corporation survives. In other words, the two companies become one and the name for the corporation becomes composite and is derived from the two original names. Furthermore, an acquisition is the purchase of a company that is completely absorbed as an operating subsidiary or divisionof the acquiring corporation (Wheelen and Hunger, 2009). The authors also state thathostile acquisitions are called takeovers.The main reason for firms entering into mergers and acquisitions (M&A) is to grow, andcompanies grow to survive (Akinbuli, 201 2). Growth strategies expand the company's activities and add to its value since larger firm have more bargaining power than smaller ones. A firm sustaining growth will always have more opportunities for advancement, promotions and more jobs to offer people (Wheelen and Hunger, 2009). In general, mergers and different types of acquisitions are performed in the hope of realizing an economic gain. For such a business deal to take place, the two firms involved must be worth more together than each was apart.A few of the prospective advantages of M&A include achieving economies of scale, combining complementary resources, garnering tax advantages, and eliminating inefficiencies. Other reasons for considering growth through acquisitions contain obtaining proprietary rights to products or services, increasing market power by purchasing competitors, shoring up weaknesses in key business areas, penetrating new geographic regions, or providing managers with new opportunities for career growth and advancement (Brown, 2005).Many firms choose M&A as a tool to expand into a new market or new area of expertise since it is quicker and cheaper than taking the risk alone. Furthermore, M&A happen when senior executives feel enthusiastic and excited about a potential deal ; the idea of successfully pursuing and taking over another company before the company s competitors are able to do so. Competition in a growing industry drives firms to acquire others. In fact, a successful merger between companies increases benefits for the entire corporation.However, failures also occur in M&A as indicated by Haberbserg and Rieple (2001) and Akinbuli (2012). They showed that 50% of acquisitions are unsuccessful; they increase market power but do not necessarily increase profits. Brown (2005) explains the reasons for the high failure rate of M&A as follows:(a)Over-optimistic assessment of economies of scale. Economies of scale are usually achieved at certain business size. However, expansion beyond the optimum level results in disproportionate cost disadvantages that lead to various diseconomies of scale.(b)Inadequate preliminary investigation combined with an inability to implement the amalgamation efficiently. Resistance to change and the inability for the acquired company to manage change well is a main reason for failure due to the resistance of the employees and management of both companies involved.(c)Insufficient appreciation of the personnel problems, which will arise, is due mainly to the differing organizational cultures in each company.(d)Dominance of subjective factors such as the status of the respective boards of directors.Therefore, drafting careful plans before and after the merger is a necessity that should not be overlooked. Some companies find the solution in hiring a change manager who will add value and better manage the transition of the "marriage between both companies" (Brown, 2005).2.Synergy in M&A and financial synergyThis section discusses the literature review in order to identify the importance of acquiring financial synergy in the M&A.2.1Synergy in M&ASynergy, as defined in the business dictionary, is the state in which two or more agents, entities, factors, processes, substances, or systems work together in a particularly fruitful way that produces an effect greater than the sum of their individual effects. Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings (Mergers and acquisitions: Definition, n.d.).Synergy is also expressed as an increase in the value of assets as a result of their combination. Expected synergy is the justification behind most business mergers. For example, the 2002 combination of Hewlett-Packard and Compaq was designed to reduce expenses and capitalize on combining Hewlett-Packard's reputation for quality with Compaq's impressive distribution system (Synergy Business Definition, n.d.).Through research it has been noted that synergy is the concept that two businesses will generate greater profits together than they could separately (Wheelen and Hunger, 2009). Synergy is said to exist for a divisional corporation if the return on investment of each division is greater than what the return would be if each division were an independent business (Wheelen and Hunger, 2009). In order to succeed cooperation between the partners is the basic ingredient for achieving growth through synergy (Rahatullah, 201 0). This requires partners to build trust, commitment, and secure consensus, to achieve their targets (Gronroos, 1997; Ring and Van-de-Ven, 1994).Synergy can take several forms. According to Goold and Campbell (1 998) synergy is demonstrated in six ways: benefiting from knowledge or skills, coordinated strategies,shared tangible resources, economies of scale, gaining bargaining power over suppliers and creating new products or services.M8<A result in the creation of synergies, the sharing of manufacturing facilities, software systems and distribution processes. This type of synergy is referred to as operational synergy and is seen mostly in manufacturing industries. Another motive for forming an acquisition is gaining greater financial strength by purchasing a competitor, which increases market share. The aim of mergers and acquisitions is to achieve improvement for both companies and produce efficiency in most of the company's operations. (Haberberg and Rieple, 2001).However, Brown (2005) summarizes the sources of synergy that result from M8<A underthe following headlines:1.Operating economies which include:(a)Economies of scale: Horizontal mergers (acquisition of a company in a similarline of business) are often claimed to reduce costs and therefore increase profits due to economies of scale. These can occur in the production, marketing or finance divisions.Note that these gains are not expected automatically and diseconomies of scale may also be experienced. These benefits are sometimes also claimed for conglomerate mergers(acquisition of companies in unrelated areas of business) in financial and marketingcosts.(b)Economies of vertical integration: Some acquisitions involve buying out other companies in the same production chain. For example, a manufacturer buys out a rawmaterial supplier or a retailer. This can increase profits through eliminating the middleman in the supply chain.(c)Complementary resources: It is sometimes argued that by combining the strengths of two companies a synergistic result can be obtained. For example, combining a company specializing in research and development with a company strong in the marketing area could lead to gains. Combining the expertise of both firms would benefit each company through the gained knowledge and skills that individually they lack.(d)Elimination of inefficiency: If either of the two companies had been badly managed; its performance and hence its value can be improved by the elimination of inefficiencies through M&A, Improvements could be obtained in the areas of production, marketing and finance.2.Market power; Horizontal mergers may enable the firm to obtain a degree of monopoly power which could increase its profitability. Coordinated strategies between both companies will lead the entire organization in gaining competitive advantage. Gaining bargaining power over suppliers is realized since the company is larger in size after the merger.3.Financial gains; Companies with large amounts of surplus cash may see the acquisition of other companies as the best application for these funds. Shared tangible resources such as sharing a bigger building, more office supplies, equipment, manufacturing facilities and research and design labs will also lead to a reduction in costs translated into better financial performance. McNeil (2012) identifies that the shareholders of a business under M&A process may benefit from the sale of their stocks, this is especially true if the M&A is with a better, bigger and more reputable prospective partner.4.Others; such as surplus management talent, meaning that companies with highly skilled managers can make use of their qualified personnel only if they have problems to solve. The acquisition of inefficient companies allows for maximum utilization of skilled managers. Incorporating the efforts of both management teams will drive the creation of innovative products or services.The synergy factor prevails in the M&A when the firms produce a greater return than the two individual firms owing to reasons such as improvements in efficiency and an increase in market power for the merged or acquired firms (Berkovitch and Narayana, 1993).2.2Financial synergyAs defined by Knoll (2008), financial synergies are performance advantages gained by controlling financial resources across businesses of firms. There exist four types of financial synergies, which are:1.Reduction of corporate risk: Reduction of corporate risk is increasing the risk capacity of the overall firm, which means the ability of the firm to bear more risk. Meaning that by increasing the risk capacity the shareholders will invest more in the company and the firm will gain benefits such as coinsurance effects.2.Establishment of internal capital market: Establishing internal capital gains means that the firm will decrease its financing costs and will increase financialflexibility which results in the company having higher liquidity and the ability to payits creditors easily.3.Tax advantages: Tax advantages by reducing the tax liabilities of the firm using the losses in one business to offset profits in the other business referred to as "profit accounting".4.Financial economies of scale: Financial economies of scale reducing transaction cost in issuing debt and equity securities (Knoll, 2008).3.Methodology and resultsFor this project, the method of interviews was used due to it being the most appropriate way to gather information about the interpretation of events, as to why some mergers produce synergy while others do not; and to understand the reasons why companies enter into mergers. In Saudi Arabia it is difficult to secure responses from senior executives. Approaching such a person is not only difficult protocol wise but there are bureaucratic hurdles. The quantitative analysis is more suitable for large scale data collection (Denzin and Lincoln, 1997). Whereas, qualitative research provides the researcher with the perspective of target audience members through captivation and direct interaction with the people under study (Glesne and Peshkin, 1992). These methods help to comprehend what others perceive of a certain phenomenon, postulates Creswell (1994).The planned interview method was to use a structured interview. In a structured interview, the researcher knows in advance what information is needed and asks a predetermined set of questions (Sekaran and Bougie, 2009). The same questions are asked of all interviewees, which allows for better comparison of the responses than unstructured interviews, where the interviewees are asked different questions. The structured interview process does allow the researcher to ask different follow up or probing questions based on the interviewee's response. This allows the interviewer to identify new factors and gain a deeper understanding of the topic (Sekaran and Bougie, 2009).Since the interviewees were located in different parts of Saudi Arabia the interviews were scheduled in advance and conducted face to face. The data was gathered by taking notes during the interviews, which were not recorded as that may have seemed too intrusive.When conducting interviews it is important to conduct them in a manner that is free of bias or inaccuracies. According to Sekaran and Bougie (2009), bias can be introduced by theinterviewer, interviewee or the situation. Interviewers can introduce bias by distorting the information that they hear so it aligns with their expected responses to the question or through simple misunderstandings. To prevent this, the respondents' answers were summarized back to them before moving on to the next question. Interviewees can introduce bias if they do not like the interviewer or if they phrase the answers to be biased towards what they think the interviewer wants to hear. Since the interviewees were obtained through referrals, it is highly unlikely that they gave false responses. Also, the basic area of research was discussed with the interviewees, but no hypothesis was advance to them, such that they would skew their answers to what they though the interviewer wanted to hear.Three companies were interviewed and asked a specific set of questions (see Appendix). There are numerous reasons to interview three companies in Saudi Arabia. These are the following:*The M&A in Saudi Arabia are normally carried out by large size companies.*It is difficult to reach out to the senior managers to discuss such issues.*The officers are also tied by company confidentiality rules to not divulge information.*The number of M&A is also significantly less in comparison with other countries.*The researchers, using diverse resources including personal contacts and formal requests, were able to reach out to three of the major companies of the Kingdom.An interview was conducted with National Commercial Bank (NCB) NCB is an international bank headquartered in Saudi Arabia and engaged in personal, business and private banking, and wealth management (NCB, 2011 ). Another interview was done with Samba Financial Group. Samba is also an international bank headquartered in Saudi Arabia that is engaged in personal and business banking (Samba, 2011). The third company that was interviewed was Savola Holding Company, which is headquartered in Jeddah, Saudi Arabia and is engaged in the food industry. Through subsidiary companies, Savola is engaged in the manufacturing of vegetable oils, dairy products and food retailing operations both in Saudi Arabia and other international markets. Due to strict confidentiality of the companies interviewed, the names of the people will not be mentioned or their titles. This was the most important condition in order to conduct these interviews.Each of the three companies has been involved in significant mergers. NCB's most significant merger was when it acquired a Turkish bank, Turkiye Finans Katilm Bank in 2008.Samba's most significant merger was its acquisition of Cairo Bank in 1 999. Savola's most significant acquisition was its acquisition of Al-Marai in 1 991.NCB has engaged in four mergers overall and three international mergers. In addition to its acquisition of the Turkish bank, it acquired Estate Capital Holdings, The Capital Partnership Group Limited and NCB Capital. The acquisition oftheTurkish bank was considered its most successful acquisition because it allowed NCB to expand into a new international market with strong growth.While NCB does not consider any of its acquisitions to be a failure, it has recognized losses through goodwill impairment, even in the Turkish bank acquisition. Samba's most prominent M8<A has been with Cairo bank of Egypt.Savola has engaged in about 10 mergers including a few international mergers. It considers its acquisition of Panda (a supermarket chain) in 1998 to be its most successful because it allowed Savola to gain a major presence in the food retailing market and increases revenues significantly. Savola has had a couple of mergers that it considered to be failures. One such example was when it acquired a real estate company in Jordan. This company was outside Savola's core business and outside its home country. Savola's learning from this failure was not to invest outside its core business in a foreign country as there was no ability to create any value through this merger and it was investing in a country that it did not know as well as its home country. Another failed merger occurred when it acquired an edible oil company in Kazakhstan. This merger failed because even though the acquired company had good fundamentals, the value creation mechanisms were quite different between the two companies.Strategic motivations for mergers were discussed with the companies and Samba provided details. One motivation is to increase lines of business. Another motivation is to move into a new geographic area. In many cases when expanding into a new country, it is easier to acquire an existing business than try to start a new one. Another motivation is to increase market share.Particularly in a mature industry, a company can gain market share quickly through an acquisition, while it is usually a slow process to gain market share organically in an incremental manner.All the companies tried to achieve company growth and synergy in their mergers.The criteria and selection process for mergers were also discussed with the companies. Savola worked with financial institutions to identify acquisition target companies. Savola looked for companies that were among the leaders in their respective markets. Savola believed that companies that were leaders generally had good processes and were well managed, so their operations would be good to acquire. After the failed merger with the real estate company, Savola looked to acquire companies related to its core food manufacturing and sales business. All companies obviously reviewed financial statements closely to assess the financial condition of the acquired firm. Samba noted that sometimes in the banking and financial industry, strong banks will acquire banks that are in a weak financial condition in a rescue operation, often due to political reasons. In reviewing candidates for a merger, Savola engages its operations and technical team to assess the target company's operation, processes and potential fit into the business group.The three interviewed companies use various metrics to evaluate the success of the merger. Savola evaluates the revenue growth of the sector where the acquisition occurred along with the market share and operating cost. The goals are to increase revenue,increase market share or reduce operating cost. Samba evaluated similar metrics of market share and operating cost.Samba noted that it usually takes until the second year after a merger to evaluateits success. In the first year, there are onetime costs associated with integration costs of the merger. It usually takes until the second year to see reduced operating costs from activities such as closing and consolidating branches.The different ways to obtain synergy in a merger were discussed with the companies. Savola looked to obtain synergy through economies of scale, as acquisitions would add to the company's shipment volume, which would allow the company to reduce freight and distribution costs. Samba also looked to obtain synergy through economies of scale and eliminating the duplication of activities. When it acquired Cairo bank, which had previously acquired United Saudi Commercial Bank, Samba was able to cut costs in Saudi Arabia by reducing the number of bank branches and ATMs. NCB was able to gain financial synergies in its mergers by developing a more diversified and lower risk portfolio ofinvestments.From the responses to the questions included in the structured interview, thefollowing findings can be highlighted:A.Mergers to Expand to International Markets:One finding is that firms undertake some mergers to expand into new international markets. In doing so they are gaining the synergy of the acquired firm's knowledge of the market. In these cases, the acquiring firm saves the costs of starting up a business in the new country, gaining the necessary approvals, learning how to do business successfully in the market and building a brand in the country. This is especially true in the bank and finance industry, where the industry is closely regulated. It can be easier to acquire a company that already has all of the necessary regulatory approvals as opposed to trying to gain all of the necessary approvals to conduct business legally in the selected market. Also, building a brand is important in the banking industry, as consumers and commercial customers prefer to do business with a trusted firm. In these mergers, synergy can be gained through the acquired firm's knowledge of the market and the acquiring firm's capital. The new infusion of capital can often allow the acquired firm to grow in the market. The NCB acquisition of the Turkish bank is a good example of this type of synergy.Even when a firm acquires a company within their own market there is the chance to create synergies through knowledge gained and transferred. In many cases, the acquired firm has certain processes in some areas that are better than the acquiring firm, so selecting the best process allows the merged firm to improve its overall processes. Also, the acquiring company usually has some processes that are better than the acquired firm's processes in some areas, which allows the company to improve the newly acquired operations. As noted by Samba in its interview, the goal is to utilize the optimum processes from both companies to produce synergy from the merger.B.Mergers to Gain Economies of Scale:Firms also seek and gain synergies through economies of scale. Larger businesses can often gain economies in certain business activities including manufacturing, distribution and sales. One of the goals of Samba's mergers was to gain synergies through economies of scale. In their mergers, Savola hoped to gain economies of scale in shipping and distribution activities. Economies of scale can also be achieved in the banking industry since the cost of processing checks or issuing credit cards is likely to decline on a per unit basis with increasing volume; therefore the fixed cost associated with these activities can be spread over a larger volume. The result is reduced costs, which makes the merged firm more profitable and more competitive in the market.C.Eliminating Inefficiencies:Another way to achieve synergy is through elimination of inefficiencies. Removing the duplication of resources can eliminate inefficiencies. In horizontal mergers, it is common for the merged company to consolidate operations, close offices and reduce staff. Samba mentioned that reducing the number of bank branches, ATMs and staff was one of the ways that they drove cost efficiencies after acquiring Cairo Bank. Samba also provided the insight that there is a delay for these cost efficiencies to show up in financial performance, since it takes time to remove the duplication of resources involved and there are one-time costs associated with removing the duplication of resources. The official also pointed out that the success or failure of a merger should not be evaluated until at least two years after the merger.D.Gain More Market Power:Firms also try to achieve synergies through an increase in market power, by controlling a larger share of the market. Discussions with all respondents implied increasing market share to be one of the motivations to enter into a merger. Savola and Samba both mentioned increasing market share as a way to judge the success of a merger. Greater market power can improve profitability through a couple of mechanisms. One such mechanism is greater monopoly pricing power in the market, which allows firms to increase prices due to reduced competition. This is one reason that major mergers have to be approved by government regulators who s objective is to maintain a competitive market. A second mechanism is increased buyer power over suppliers. Since the merged firm represents a greater portion of an industry's business, suppliers to the industry want the merged firm's business more, which gives the merged firm better negotiating power over suppliers. This allows the merged firm to reduce its costs and increase it profits. However, a strategic perspective could be on the supplier side as Porter (1 998) identifies that the stronger the company becomes the weaker the supplier becomes thus reducing their bargaining power.E.Gain Growth:Growth is one of the main reasons that firms undertake mergers, as this was mentioned by all of the companies interviewed. Companies seek growth through mergers because it can allow them to gain market power, which generally leads to increased profits. Mergers are also a way to satisfy investors'/shareholders' expectations for growth. In many cases, itis difficult to grow a business in a mature market organically, so mergers are often the best way to achieve growth.Samba provided a perspective on the use of acquisitions as a growth strategy. Samba believed that within the same industry organic growth was less expensive than growth through acquisition because a premium had to be paid for another company's operations in the same industry. Samba believed that when trying to expand into a different industry, growth through acquisition was less expensive than organic growth because the firm had no knowledge or expertise in the new industry. Samba used this philosophy when formulating their strategic growth plans. If the company simply wanted to expand within their current industry, the focus would be on organic growth initiatives, whereas if the company wanted to grow by expanding into new industries, the focus would be on acquisitions.F.Reducing RisksFirms can gain synergies by reducing their overall risk through diversification and reducing their cost of capital. Generally, this is a weak form of synergy and prone to failures because it often entails firms moving into businesses outside of their core competencies. The businesses are then run without the knowledge of how to run a business successfully in that market. This leads to operational losses or subpar performance in the industry, which negates any synergistic gains from reducing the company's overall risk.This was experienced by Savola, who acquired a real estate company, which was outside its core business of the food market. Consequently, the acquired real estate business produced subpar performance and losses, which negated any gains from reducing risk. Thus, the merger was considered to be a failure because it reduced the overall value of the firm. Due to the difficulties of creating financial synergies through diversification, there are few conglomerate mergers and few conglomerate companies.The companies interviewed look for synergies when considering mergers and try to estimate the potential synergistic gains that could be attained in a proposed merger. The potential synergies gained depend on the industry and the characteristics of the company acquired. In the failed mergers, the firm overestimated the amount of synergy that could be gained through the merger. Savola overestimated the synergy that could be gained through the acquisition of a real estate company because the only synergy that could be gained was。
证券后续培训2019-兼并收购概念理论-四章参考答案
兼并收购概念理论之一：概览和购买策略1、The publicly-traded stock of an acquiring company trades at 15x earnings per share (EPS), or a 15x P/E ratio. During the year, the company buys four smaller (but similar) businesses at a 10x P/E ratio. This practice of buying firms at a lower P/E ratio is called[收购公司的公开交易股票以15倍的每股收益（EPS）或15倍的市盈率交易。
在这一年中，该公司以10倍的市盈率购买了四家规模较小（但相似）的业务。
这种以较低的市盈率购买公司的做法被称为]:A.Arbitrage（套利）B.Quantitative Flexing（定量弯曲）C.P/E Ratio accretion（市盈率增长）D.Positive Synergy（积极的协同作用）E.Value Multiple Expansion（价值倍数扩展）2、On a global basis, most acquisitions are smaller than US$100 million.（在全球范围内，大多数收购交易金额少于1亿美元。
）对错3、Which growth tactic is more risky from an operational point-of-view(从运营角度来看，哪种增长策略更具风险)?A.Growing a business through Mergers and Acquisitions(通过兼并和收购发展业务)B.Growing a business through new product development(通过新产品开发拓展业务)4、There are two kinds of buyer synergies in a Mergers and Acquisitions deal. Which kind is the easiest for the buyer to achieve(合并和收购交易中有两种买方协同效应。
外文翻译----企业并购财务分析
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly appliedto the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
完整版企业并购财务问题分析外文文献及翻译
M & Financial Analysiscapitalform of become acquisitions have a major Corporate mergers andoperation. Enterprise use of this mode of operation to achieve the capital cost of the synergies, to obtain production and capital concentration external expansion ofA M & very important role. enhancing competitiveness, spread business plays a process involves a lot of financial problems and solve financial problems is the key to the of in merger analysis and successful mergers acquisitions. Therefore, it appears important an Finance has of improve the efficiency M & financial problems to practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand thesize of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective controlof profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the marketvalue.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financialsituation of enterprises, in order to provide reliable financial basis fordecision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basicconditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess thepotential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's valueis determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be thecompany's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on assets,fixed of depreciation the and prices market on based be should asset thebusiness claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income ×PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discountedusing appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, that is the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through theacquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing andexternal financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capitalstructure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.anor means a as expansion and development business A & M Whetherinevitable result of market competition, will play an important stage in thesocio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
现代企业并购重组专业讲座(英文版)
现代企业并购重组专业讲座（英文版）Ladies and gentlemen,Good morning/afternoon/evening!I am delighted to have the opportunity to speak to you today about the topic of mergers and acquisitions in modern business. In today's competitive global market, mergers and acquisitions have become an essential tool for companies to maintain their competitive edge, expand their market reach, and enhance their overall business performance.First and foremost, let us begin by understanding the concept of mergers and acquisitions. A merger is the coming together of two or more companies to form a new entity, while an acquisition refers to one company buying another and becoming its owner. Both these strategies aim to create synergies by combining resources, capabilities, and market presence.Now, let us delve into the reasons why companies choose to engage in mergers and acquisitions. Firstly, mergers and acquisitions offer an opportunity for companies to access new markets and customers. By acquiring a company that has an established market presence, an organization can instantly expand its customer base and increase its revenue potential. This helps companies diversify their risk and reduce their dependence on a single market or product.Secondly, mergers and acquisitions allow companies to leverage economies of scale. By combining operations, companies canreduce their costs, increase efficiency, and maximize their profits. This is particularly relevant in industries with high fixed costs, such as manufacturing or telecommunications.Furthermore, mergers and acquisitions enable companies to access new technologies and innovation. In today's rapidly evolving business landscape, staying ahead of technological advancements is crucial for survival. By acquiring a company that has developed a disruptive technology or possesses unique capabilities, organizations can enhance their competitiveness and maintain their position as industry leaders.However, it is important to highlight the challenges that companies might face during the merger and acquisition process. Cultural integration is a major hurdle, as the combining of two organizations with different values, norms, and ways of working can create conflicts and hinder collaboration. Moreover, the legal and regulatory aspects can be complex and time-consuming, requiring careful due diligence and compliance. Lastly, managing the expectations of various stakeholders, such as employees, shareholders, and customers, is crucial for the success of the merger or acquisition.To overcome these challenges, companies must have a well-defined merger and acquisition strategy, supported by thorough planning, due diligence, and effective communication. It is essential to identify the strategic rationale and the expected benefits of the transaction, in order to align the interests of both organizations and ensure a smooth integration.In addition, it is crucial to involve key stakeholders from both organizations, such as employees, customers, and shareholders, in the decision-making process. Communication should be transparent and frequent, addressing any concerns or uncertainties. This helps in building trust and commitment among employees, as well as ensuring customer loyalty and retention.Furthermore, post-merger integration is a critical phase that should not be overlooked. It is important to have a well-defined integration plan, with clear objectives, timelines, and responsibilities. This includes aligning the organizational structure, harmonizing processes and systems, and implementing a strong culture of collaboration and teamwork.In conclusion, mergers and acquisitions are powerful tools for companies to achieve growth, diversify their risk, and enhance their overall business performance. However, they come with their own set of challenges that need to be carefully addressed. By having a well-defined strategy, thorough planning, and effective communication, companies can maximize the benefits of a merger or acquisition and ensure a successful integration. I hope that this lecture has provided you with valuable insights into the world of mergers and acquisitions in modern business.Thank you for your attention, and I am happy to answer any questions you may have.Sure! Here are some additional points to expand on the topic of mergers and acquisitions in modern business:1. Types of Mergers and Acquisitions: There are different types ofmergers and acquisitions that companies can undertake. For example, horizontal mergers involve two companies in the same industry or market segment merging together. This type of merger allows companies to gain economies of scale, increase market share, and reduce competition. Vertical mergers, on the other hand, involve companies in different stages of the same value chain merging together. This type of merger helps streamline operations, ensure better coordination, and reduce costs. Additionally, there are also conglomerate mergers, where two companies from different industries merge to diversify their business portfolio and minimize risk.2. Impact on Competition: Mergers and acquisitions can have a significant impact on market competition. In some cases, they may create monopolies or oligopolies, reducing the number of players in the market and limiting choices for consumers. This can lead to higher prices and reduced innovation. To prevent anti-competitive behaviors, many countries have regulatory bodies, such as the Federal Trade Commission (FTC) in the United States or the European Commission, that review and approve mergers and acquisitions, ensuring they do not harm market competition.3. Due Diligence: Before engaging in a merger or acquisition, it is crucial for companies to conduct thorough due diligence. This involves a detailed evaluation of the target company's financials, operations, customer base, legal liabilities, and intellectual property rights. This process helps identify any potential risks or hidden issues that may arise during the integration process. A rigorous due diligence process is essential for making informed decisions and minimizing post-merger surprises.4. Integration Challenges: The integration of two companies after a merger or acquisition can be complex and challenging. Cultural integration is often one of the most significant hurdles to overcome. Different corporate cultures, values, and ways of working can create conflicts and hinder collaboration. It is essential for the leadership team to address these cultural differences proactively and promote a unified and inclusive organizational culture. Additionally, integrating different information systems, processes, and structures can also be challenging. Effective change management and communication are crucial to ensuring a smooth transition and minimizing disruptions.5. The Role of Human Resources: Human resource (HR) departments play a crucial role in managing the people aspects of a merger or acquisition. HR professionals are responsible for communicating changes, addressing employee concerns, and ensuring a smooth integration process. They play a vital role in managing talent retention and identifying potential overlaps or gaps in the workforce. Moreover, HR plays a key role in aligning compensation and benefits, developing training programs, and harmonizing performance management systems. Their involvement during all stages of the merger or acquisition process is essential for ensuring employee engagement and maintaining organizational effectiveness.6. Post-Merger Performance: The success of a merger or acquisition is often measured by the post-merger performance of the combined entity. Research suggests that the success rate of mergers and acquisitions is not always high, with many failing todeliver the expected synergies or value creation. This highlights the need for careful planning, integration, and ongoing monitoring of the integration process. It is crucial for companies to set clear objectives, establish key performance indicators (KPIs), and continually evaluate the impact of the merger or acquisition on their business performance. Continuous improvement and adaptability are key to maximizing the benefits of the transaction.7. Ethical Considerations: Mergers and acquisitions can raise ethical concerns, particularly when it involves large-scale layoffs or closure of facilities. Companies must consider the impact on employees, shareholders, and the community when making strategic decisions. Responsible corporate behavior and integrity should be at the forefront of any merger or acquisition. Engaging in transparent communication, providing support for affected employees, and considering the long-term welfare of all stakeholders are essential for maintaining a positive reputation and sustainable business practices.In conclusion, mergers and acquisitions play a crucial role in modern business strategy. They offer opportunities for companies to expand their market reach, access new technologies, and gain a competitive edge. However, they also come with their own challenges, such as cultural integration, regulatory compliance, and post-merger performance. With careful planning, effective communication, and a focus on ethical considerations, companies can successfully navigate the complexities of mergers and acquisitions and derive long-term benefits for their organizations.I hope these points further expand on the topic of mergers andacquisitions in modern business. If you have any additional questions or need further clarification, please let me know.。
企业并购中英文对照外文翻译文献
企业并购中英文对照外文翻译文献中英文对照外文翻译文献(文档含英文原文和中文翻译)原文：The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cashand liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to acceptstock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.Bidder and target considerations:* Corporate ControlBidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable,the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, theproduct between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.* Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidder’s ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find that a firm’s percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidder’s financial condition with its leverage ratio, FIN’L LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issue debt and as a consequence use stock financing more fr equently. A bidder’s financial leverage is measured by the sum of the bidder’s face value of d ebt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This captures the bidder’s post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder size is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash financing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we need to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymmetry is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholder’s control position. Finally, as bidder equity capitalization rises, concern about its financing constraint falls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deal’s offer size plus the bidder’s pre-offer market capitalization at the year-endprior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset value rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed deals. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidder’s buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder considerations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary T argetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable takes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a seller’s consumption/liquidity needs are also likely to be important considerations. These sellers are likely to prefer cashgiven the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire torestructure toward their core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or reduce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Industry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contrast, sellers are more apt to accept a continuing equity position in an intra–industry merger, where they are well acquainted with industry risks and prospects.T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several problems. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stock’s g reater trading costs, lower liquidity, exposure to exchange risk and less timely, more limited access to firm information.T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equityinvestment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of book value of equity plus book value of debt prior to the bid, measures a bidder’s investment in growth opportunities.We expect a higher market tobook ratio to increase a bidde r stock’s attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D expenditures, along with low current earnings and cash dividends. These firm attributes lower a bidder’s need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996) document a higher incidence of stock financing for higher market to book buyers.译文：并购支付方式在欧洲的选择在过去的十年，全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的控制。
国际会计(双语)Business-combination
d. power to cast the majority of votes at meetings of the board of directors or equivalent governing body of the other entity.
(2) Lower Risk. The purchase of established product lines and markets is usually less risky than developing new products and markets. The risk is especially low when the goal is diversification.
(1) A merger occurs when one corporation takes over all the operations of another business entity and that entity is dissolved.
For example, Company A purchases the assets of Company B directly from Company B for cash, other assets, or Company A securities (stocks, bonds, or notes). It is merger when Company B goes out of existence.
财务管理专业外文翻译--企业并购财务风险研究
外文原文The Study of Financial Risk in M&A1. The background analysis of M&AIn the west countries, M&A have a history about more than 100 years, and transactions have been expanding. The 5th wave of global mergers and acquisitions peaked in 2000.In our country, M&A become more and more popular. For example, many companies Step up the pace of overseas expansion and M&A. However, under the pressure of RMB appreciation, many companies choose M&A to tide over the difficulties. As we known, M&A must have risks, for instance: estimate of target firms, choice of transaction method, or financial risks. How can avoid these risks? Which method should we choose? This is the purpose of this article.2. The cause of financial risk in M&A2.1 Overestimate or underestimate the value of firms lead to the risk2.1.1 Information asymmetry is the major factor which impacts the estimationBecause of Information asymmetry, target firm always conceal adverse information and exaggerate good information. Bidders also exaggerate their strength, disclosure between them are inadequate or distorted. Therefore, failures which result from rash actions can be found everywhere. There are many information risks, for tow important examples: first, equity risk, equity is very important in any firms, however there are difference between the offer information and the real, these illusive information threaten the succeed of M&A; second, debt information risk, if this risk would not be found, a large debt will fall to the bidders with no reasons.2.1.2 Lack of rational evaluation methodsThere are three evaluation methods: replacement cost method; market value method; the present value of earnings, between them, market value method has high request about Information symmetry, for firms can make an exact evaluation only when the information is high symmetry. However, in our country, the level of information symmetry is lower, little firms adopt this method. Most of them adopt replacement method and the present value of earnings method. These two methods also have disadvantages, replacement cost reflects the historical cost which can’t reflect the future profitability; although the present value considers the value-addedrevenue, it has also obvious flaws, that is, future revenue expected is very different.2.1.3 The system of assessment is not perfectHere is the assessment system in the whole industry, rather than a simple method. At present, our country is lack of independent, professional bodies, the majority of overseas M&A is completed by the enterprises themselves, on this point there is a certain degree of irrationality. Because lack of professional skills, and there is no habits of long-term follow-up observation, and can’t receive long-term and stable information and so on, all this lead to the re sult can’t follow the expectation.2.2 Risk result from the choice of transaction methods2.2.1 Cash methodIf you expect there is no risk in cash payment, you must make the present value of incremental of expected cash flow net present value is greater than the paid, whereas shareholders of bidders will bear the loss. When the cost of cash payment is expansion, and face huge debt burden, and the source of funding deadline is unreasonable structure, or lack of short-term financing, it is easy to bring to the acquisition of liquidity pressure. At this time if the new company has a low level of liquid assets, it will have a liquidity risk, and liquidity risk is the most outstanding performance of cash payment.2.2.2 Common stock paymentOn the whole, the major risk of stock payment comes from the value-added expectation, the stock exchange expand the shareholder’s base, leading to the decline of earnings per share, when investors doubt the target firm’s ability of getting back earnings per share, the stock price of bidder will decline because of dilution of earnings per share. It shows that the proportion of equity dilution resulting from the convertible is the most important means of payment risks.2.2.3 Leverage paymentLeverage will inevitably bring the debt risk. Leverage is the bidders make target enterprise assets as collateral for loan to banks, post-merger success with the production and operation activities generated cash to repay the loan. The aim of leverage payment is to solve the fund problem by using the loans, and hope that the acquisition can receive effective leverage benefit. This method is bound to achieve a high return on investment and it need stable cash flows to complete. Otherwise, the acquiring company may go bankrupt because of can’t pay off the higher debt.2.3 Financial risk resulting from adverse integration in the post-mergerIn the integration period, when the role of risk factors come to a certain extent, that will lead to the occurrence of financial risks. According to the manifestations, financial risk can be divided into the mechanisms risk, financial risk and operational risk. Mechanisms risk means in the integration period, because of setting up financial institutions, financial functions, financial management system, update of financial organizations, financial synergies, and other factors, the financial income and financial gains of bidders occurred in a departure from expectations, and thus suffer losses. Financial risk means financial income and financial revenue will depart from the expected if there is something wrong with the financial running. In the process of asset management, bidders control their assets, costs, financial operations, liabilities, profits, and other financial functions in accordance with the principle of maximizing the synergy earnings in order to achieve the final purpose of mergers and acquisitions. However, the uncertainty of macro-and micro-environment affect the decision-making process in the financial operation, which lead to financial risk. Operational risk means financial risk result from inadequate monitoring of financial activities. That shows process ending is not equals to final succeed, financial integration is the end of financial management in the M&A, and is also the most important aspect, if it failed it means the whole M&A is failed.3. Prevention measures of financial risk3.1 Prevention for information riskThe important role for this prevention is to rule out the false information through legitimate and effective method and then to get real, comprehensive information. For the equity risk, there are two main points: an appropriate cautiousness and disclosure. Appropriate cautiousness means a process of investigation, review and evaluation. Bidders must investigate the external and internal situation of target firms, in order to find some government activities which restrict property right transaction. Disclosure means that the target company should tell the bidders just as relevant materials, information, debt claims and so on. Disclosure must be true, complete and not misleading. As for the debt risk, we must first choose the best method; second, you must make an agreement about debt scope.3.2 Establish a perfect evaluation system, and select appropriate assessment methodsAppropriate evaluation methods usually include tow systems: One is the basic system which includes financial analysis, industry analysis, operating conditions analysis. Analysis of the financial system contribute to the understanding of thefinancial situation between the two sides, Industry analysis system, can make the bidder understand the external environment, as well as the status of industry trends. Through the analysis of operating conditions can understand the existing problems the operation, and provide the basis for integration. On this basis, enterprises can avoid this risk. Second is the evaluation system. There are many methods of the evaluation system, just as book value, market value, liquidation value, discounted cash flow and so on. Different valuation methods will lead to different price, so firms should select a better method in accordance with their own motive.3.3 Flexible choice of payment methodsReasonable arrangements for the payment method and financial cost reducing are related to the payment method inwhich cash payment face the most pressure. M & A business can combine their own available resources, diluted earnings per share and stock price volatility, changes in the shareholding structure in order to make their payment as combinations of cash, debt and stock, so that it can meet the need between two sides. For example, M&A takes two-tier payment method, for the first, adopt cash method while mixed method is used when the second step. This payment, on the one hand, because of the size of the transaction, the buyer paid cash consideration of a limited capacity, should maintain a more reasonable capital structure to reduce the enormous pressure on the loan, on the other hand, bidder can induce shareholders of target firm to make sell decision as soon as possible, and then they can reach the goal of obtaining control of the business.3.4 To strengthen the post-merger integration3.4.1 Strengthening financial control, financial integration of human resources, financial institutions and functions of the organization. For example, mergers and acquisitions business was to appoint Chief Financial Officer, Chief Financial Officer has clear responsibility and authority, they play the organization and monitoring role on the M & A business from day-to-day financial activities, and enjoy the decision-making power on a major event involved in the whole enterprise; implementing the structure of the M & A Adjust, the allocation of resources, a significant investment, technology development and other major decision-making to the budget of the corporate mergers and acquisitions, monitoring and controlling various types of the budget implementation, and audit its financial reporting; being responsible for personnel management business of their own financial accounting; r eporting the M & A’s assets operation and financial position on a regular basis. At the same time, when the acquisition is completed, financial institutions and thefunctions should be improved according to the specific circumstances of their organizations, including financial accounting systems, internal control systems, investment and financing system to make it more responsive to the needs of both mergers and acquisitions, and to establish a unified Financial information platform, so that management can be faster, more accurate and more comprehensive access to all types of financial information in order to meet the needs of decision-making.3.4.2 Integration of financial managementFinancial management objective is the starting point and end point of financial working, its determination directly impact on the theory of the financial system, and will determine the choice of a variety of financial decision-making. Upon completion of mergers and acquisitions, firms should make a clear objective of financial management based on the financial side of target firms.3.4.3 Integration of asset and liabilitiesIn M & A business, debt of bidders may increase because of taking over the acquisition's debt, or adopt financial method just as loans and bonds issue. If capital structure is irrational, and financial situation also become deterioration. So the balance of integration aiming at improving the financial situation and enhance the solvency of enterprises.3.5 To enhance the risk awareness of management of enterprise, establish and improve financial risk prediction and monitoring system To raise the risk awareness of management of the business will guard against financial risks of mergers and acquisitions from the source. In addition, establish its own enterprise financial risk prevention and control system within the enterprise, to strengthen business-to-risk M & A forecast is one of the key areas of the establishment of early warning mechanism for risk prevention system. M & A business as a better way with the unique advantages of the expansion of the scale, rapid market strategy, the socio-economic restructuring and resources optimization to become a topic of concern, the financial risk arising from the merger is also a deep wide range of people discussion of the field. As the market matures, I think M & A activity will be more thoroughly researched on mergers and acquisitions of financial risk issues will be further deepened, to achieve a real and practical application of theory to guide practice.中文译文企业并购财务风险研究1企业并购的背景研究并购在西方国家中，有大约超过100年的历史，并且交易规模不断扩大。
《薪酬管理的工具和技术》(英文版)_2合集
Strategic Components of Human Resources
COMPENSATION MANAGEMENT We believe in paying competitive wages that commensurate with job size and individual performance
Strategic HR Planning
Organizational Design
Change Agent
Staffing
Performance Measurement
Succession Planning
Training & Development
Processes
People
Compensation
Compensation Mgt. • T-Comp philosophy & design • T-Comp planning & admin. • Incentive plans (MIPs/LTB) • Profit-sharing scheme • Reward & recognition prog. • Expatriate mgt.
Culture/Values Mgt. • Corporate vision • Corporate mission • Culture building • Teambuilding • Habits building
EHS&S Mgt. • Environment mgt. • Employee wellness • Employee health services • Loss prevention • Asset management • Safety mgt.
高盛英汉财最新经词典2
中文词句English English Definitions144A 条例Rule 144A An SEC rule that modified a two-year holding periodrequirement on privately placed securities by permittingQualified Institutional Buyers (QIBs) to trade thesepositions among themselves.18定律Rule of 18 A rule whereby the sum of the inflation rate and the P/Eratio of the Dow Jones Industrial Average is an indicatorof the direction of the stock market. If the total is above18, stocks are supposed to decrease. If the total is under18, then the stock ma1940年投资公司法InvestmentCompany Act of1940 Created in 1940 through an act of Congress, this piece of legislation clearly defines the responsibilities and limitations placed upon fund companies that offer investment products to the public.72定律Rule of 72 A rule stating that in order to find the number of yearsrequired to double your money at a given interest rate,you divide the compound return into 72. The result is theapproximate number of years that it will take for yourinvestment to double.APICS（美国生产及库存控制协议）商业前景指数APICS BusinessOutlook IndexA national manufacturing index that surveys severalmanufacturing firms on a monthly basis. If the index isabove 50 it signals expansion, if it dips below 50 itindicates contraction.CAMELS评级制度CAMELS RatingSystem An international bank-rating system with which bank supervisory authorities rate institutions according to six factors. The six areas examined are represented by the acronym "CAMELS."CEDEL CEDEL One of two principal clearing houses for Euromarketsecurities.Notice that the formula may also be written as: accountspayable / (cost of sales/number of days).Notice that the formula may also be written as: accountsreceivable / (credit sales/number of days).Net Operating Income‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾Total Debt ServiceNet Income‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾Shareholder's EquityThe ROE is useful in comparing the profitability of acompany to other firms in the same industry.Calculated as total tax paid divided by taxable income.2. In the case of fixed income, a bond with a rating ofBBB or higher.Operating cash flow is calculated through a series ofadjustments to net income. It can be found on thestatement of cash flows. ?2. The difference between the swap rate and the lendingrate offered through other investment vehicles withcomparable characteristics.GDP平减数GDP Deflator An economic metric used to account for inflation byconverting output measured at current prices intoconstant-dollar GDP. The GDP deflator shows how mucha change in the base year's GDP relies upon changes inthe price level.GDP差距GDP Gap The sacrificed output within a country's economy due tothe failure to create sufficient jobs for all those willing towork.H股H-Shares A share of a Chinese company listed on the Hong KongStock Exchange.一次性偿还Bullet Repayment A single payment for an entire loan amount that is paid atmaturity.一次总付分配Lump SumDistribution A one time payment for the entire amount due, rather than breaking payments into smaller installments. Some lump-sum distributions receive special tax treatment.一级资本Tier 1 Capital A term used to describe the capital adequacy of a bank.Tier I capital is core capital, this includes equity capitaland disclosed reserves.一般义务债券General ObligationBond A municipal bond backed by the credit and "taxing power" of the issuing jurisdiction, rather than the revenue from a given project.一般折旧制度GeneralDepreciationSystem The most commonly used system for calculating depreciation. Personal property is depreciated using the declining-balance method, which involves applying the depreciation rate against the undepreciated balance.七大工业国Group of Seven(G-7) Seven of the world's leading countries that meet periodically to achieve a cooperative effort on international economic and monetary issues.七大工业国G-7 Seven of the world's leading countries that meetperiodically to achieve a cooperative effort oninternational economic and monetary issues.二级市场Secondary Market A market in which an investor purchases an asset fromanother investor, rather than an issuing corporation.二级发行Secondary Offering A sale of securities in which one or more majorstockholders in a company sell all or a large portion oftheir holdings. The underwriting proceeds are paid to thestockholders, rather than to the corporation.人寿保险Life Insurance A protection against the lost income that would result ifthe insured were to pass away. The named beneficiaryreceives the proceeds and is thereby safeguarded fromfinancial impacts of the death of the insured.二级资本Tier 2 Capital A term used to describe the capital adequacy of a bank.Tier II capital is secondary bank capital that includesitems such as undisclosed reserves, general lossreserves, subordinated term debt, and more.个人收入Personal Income An individual's total earnings coming from wages,business enterprises, and various investments.个人消费开支PCE Similar to CPI, PCE is a report (actually a part of thepersonal income report) put out by the Bureau ofEconomic Analysis of the Department of Commerce.PCE is a measure of price changes in consumer goodsand services. It consists of the actual and imputedexpenditures of households, and includes data pertainingto durables, non-durables, and services.个人理财Personal Finance Financial planning for individuals. Generally, it involvesanalyzing their current financial position, predictingshort-term and long-term needs, and recommending afinancial strategy. This may involve advice on pensions,school fees, mortgages, life insurance, and investments. 子公司、附属公司Subsidiary A company owned by another company that controlsmore than 50% of its voting stock.上市公司Public Company A company that has issued securities through an offeringwhich are now traded on the open market.上市证券Listed Security Securities that have been accepted for trading purposesby a recognized and regulated exchange.已充分反映实值Fully Valued A stock that has reached a price that accurately reflectsthe strength of the company.已动用资本回报率Return On Capital A ratio that indicates the efficiency and profitability of aEmployed (ROCE) company's capital investments.Calculated as:Earnings before interest and tax (EBIT)‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾(Capital employed + Short term borrowings -Intangible assets)已动用资本回报率ROCE A ratio that indicates the efficiency and profitability of acompany's capital investments.Calculated as:Earnings before interest and tax (EBIT)‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾(Capital employed + Short term borrowings -Intangible assets)已发行股票Shares Outstanding The number of shares that are currently owned byinvestors. This includes restricted shares (shares ownedby the company's officers and insiders) and shares heldby the public. Shares that the company has repurchasedare not considered outstanding stock.大宗交易Block Trade The sale or purchase of a large quantity of securities.广泛基础加权平均Broad-BasedWeighted Average An anti-dilution provision used for the benefit of existing preferred shareholders when additional offerings are made by the corporation. The broad-based weighted average accounts for all equity previously issued and currently undergoing issue.广泛基础指数Broad-Base Index An index designed to reflect the movement of the entiremarket.下调评级Downgrade A negative change in the rating of a security.子弹式交易Bullet Trade The act of purchasing an "in the money" put option sothat the buyer can capitalize on a bear market byeffectively shorting a stock without waiting for an uptick. 已售商品成本COGS An expense that reflects the cost of the product or goodthat generates revenue for a company. Sometimesreferred to as "Cost of Sales."已售商品成本Cost of Goods Sold(COGS) An expense that reflects the cost of the product or good that generates revenue for a company. Sometimes referred to as "Cost of Sales."下游Downstream Refers to oil and gas operations after the productionphase and through to the point of sale.已解除债务的破产人Discharge inBankruptcy When a bankrupt person or company is legally free and clear of any obligation to repay certain debts.已缴资本Paid-Up Capital The state of a settlement when all payment obligationsfor a security has been completed.兀鹫投资者Vulture Capitalist 1. A slang word for a venture capitalist whodeprives an inventor of control over their owninnovations and most of the money they shouldhave made from the invention.2. A venture capitalist who invests in flounderingfirms in the hopes that they will turn around.兀鹫基金Vulture Fund A fund that buys securities in distressed investments,such as high-yield bonds in (or near) default or equitiesthat are in (or near) bankruptcy.五大工业国G-5 Five of the world's leading countries that meetperiodically to achieve a cooperative effort oninternational economic and monetary issues.五大工业国Group of Five (G-5) Five of the world's leading countries that meetperiodically to achieve a cooperative effort oninternational economic and monetary issues.公开上市Going Public The process of selling shares that were formerlyprivately-held to new investors for the first time.开支比率Expense Ratio The percentage of the assets that were spent to run amutual fund. It includes things like management andadvisory fees, travel costs, and 12b-1 fees. The expenseratio does not include brokerage costs for trading theportfolio.公开市场委员会Federal OpenMarket Committee(FOMC) The body that sets the interest rate and credit policies of the Federal Reserve System.公开市场委员会FOMC The body that sets the interest rate and credit policies ofthe Federal Reserve System.日历年Calendar Year The year that begins January 1 and ends December 31公开发行价值Public Offering Price(POP) The price at which new issues are offered to the public by an underwriter公开说明书Prospectus 1. A formal legal document describing details of acorporation. The prospectus is generally createdfor a proposed offering (usually an IPO), but theycan still be obtained from existing businesses aswell. The prospectus includes company facts thatare vitally important to potential investors.2. In this case of mutual funds, a prospectusdescribes the fund's objectives, history, managerbackground, and financial statements.公开说明书定稿Final Prospectus A legal document stating the price of a newly issuedsecurity, the delivery date, and other facts that areimportant for investors.公开资产Public Assets that can be traded in a public market, such as thestock market.无风险回报率Risk Free Rate ofReturnThe quoted rate on an asset that has virtually no risk.无风险资产Risk-Free Asset An asset which has a certain future return. Treasuries(especially T-bills) are considered to be risk-freebecause they are backed by the U.S. government.公开流通股票Float The total number of shares publicly owned and availablefor trading. The float is calculated by subtractingrestricted shares from outstanding shares.今天最低Today's Low The intra-day low trading price.今天最高Today's High The intra-day high trading price.开支Expense 1. Money spent by a firm to continue its ongoingoperations.2. Money spent or costs incurred that aredeductible and reduce your taxable income.公司化、非共同化Demutualization The process of changing corporate structure from amutual fund company to some other form, such as alimited liability or corporation.公司、企业Corporation The most common form of business organization. Thetotal worth of the organization is divided into shares ofstock, each representing a unit of ownership. Acorporation is ongoing and the owners face only limitedliability.不可买回Non-Callable Securities that cannot be called by the issuer prior tomaturity.公平交易Arms LengthTransaction When the buyers and sellers of a product act independently of each other and have no relationship to each other.公平价值Fair Value 1. The estimated value of all assets and liabilitiesof an acquired company used to consolidate thefinancial statements of both companies.2. In the futures market, fair value is the equilibriumprice for a futures contract. This is equal to thespot price after taking into account compoundedinterest (and dividends lost because the investorowns the futures contract rather than the physicalstocks) over a certain period of time.水平价差Horizontal Spread An options strategy involving the simultaneous purchaseand sale of two options of the same type, having thesame strike price, but different expiration dates.无对冲黄金股票指数BUGS Index Short for "basket of un-hedged gold stocks," the BUGSindex is the AMEX's index measuring gold companiesthat do not hedge their gold production beyond a yearand a half.无记名票据Floater A bond, or some other type of debt, whose coupon ratechanges with market conditions (short term interestrates).不可抗力Force Majeure Literally translated as "great force," this clause isincluded in contracts to remove liability for unforeseenevents restricting participants from fulfilling obligations. 双头垄断Duopoly A situation in which two companies own all or nearly allof the market for a given type of product or service.开市前交易Pre-Market Trading Trading done before the regular market opens.公司债券Debenture An unsecured debt backed only by the credit worthinessof the borrower. There is no collateral, and theagreement is documented by an indenture.中央银行Central Bank A bank providing services for a country's governmentand major commercial banks.公司税Corporate Tax A levy placed on the profit of a firm; different rates areused for different levels of profits.公平意见Fairness Opinion An opinion developed by qualified analysts or advisorswith the purpose of providing key details and factualproof to the decision makers of a merger or acquisition. 牛市Bull Market A market in which prices of a certain group of securitiesare rising or are expected to rise.毛收入Gross Income 1. For individuals, it is your total personal incomebefore deductions.2. For companies, it is their revenue minus cost ofgoods sold (also called gross margin).内在价值Intrinsic Value 1. The value of a company or an asset based onan underlying perception of the value.2. For call options, this is the difference betweenthe underlying stock's price and the strike price.For put options, it is the difference between thestrike price and the underlying stock's price. In thecase of both puts and calls, if the differencebetween the underlying stock's price and the strikeprice is negative, the value is given as zero.反向收购Reversed takeover 1. When a larger company is bought out by asmaller company.2. The purchasing of a public company by a privatecompany.反收购措施Anti-takeoverMeasure Measures taken on a continual or sporadic basis by a firm's management in order to prevent or deter unwanted takeovers.反收购法规Anti-takeoverStatute A set of state regulations that prevent or deter companies from attempting hostile takeovers. These regulations vary across state lines and typically affect only the companies incorporated within the state.无形之手Invisible Hand Coined by Adam Smith in his 1776 book An Inquiry intothe Nature and Causes of the Wealth of Nations. In hisbook he states:Essentially Smith says that individuals try to maximizetheir own good (and become wealthier), and by doing so,through trade and entrepreneurship, society as a wholewill be better off. Furthermore, any governmentintervention in the economy isn't needed as the invisiblehand would best guide the economy.及时生产Just In Time A production strategy companies employ to increaseefficiency and decrease waste by producing goods onlyas they are ordered or needed.专利权Patent A government license that allows one exclusive rights toa process, design, or new invention.双谷经济衰退Double DipRecession When the gross domestic product (GDP) growth slides back to negative after a quarter or two of brief positive growth. In other words, a recession followed by ashort-lived recovery, followed by another recession.分级股票Classified Shares The separation of company equity into more than oneclass of common shares, usually called "Class A" and"Class B."不良贷款Bad Debt A debt which is not collectable and therefore worthless tothe creditor.不良贷款NPL Loans that are in default or close to being in default.Loans that are in default or close to being in default.不良贷款Non-PerformingLoan无形资产Intangible Asset An asset that is not physical in nature. E.g. goodwillAny asset that is not effectively producing income.不良资产Non-PerformingAsset天灾债券Act of God Bond A bond issued by an insurance company, linkingprincipal and interest to the company's losses due tonatural disasters.分拆上市Carveout 1. Sometimes known as a partial spinoff, a carveout occurs when a parent company sells a minority(usually 20% or less) stake in a subsidiary for anIPO or rights offering.2. Where an established brick-and-mortarcompany hooks up with venture investors and anew management team to launch an Internetspinoff.认购不足Undersubscribed When the demand for a new issue of securities (IPO) isless than the number of shares issued. This issometimes referred to as an underbooking.分拆、出售资产Divestiture Refers to the sale of a subsidiary company, also called"spin-off."认股权证Warrant A derivative security that gives the holder the right topurchase securities (usually equity) from the issuer at aspecific price within a certain time frame.认股权证比重Warrant Coverage An agreement between a company and its shareholderswhereby the company issues warrants equal to somepercentage of the dollar amount of the shareholder'sinvestment.认股权证溢价Warrant Premium The premium paid for the rights associated with awarrant.分拆收购Unbundling Taking over a large company with several different linesof business and retaining the core business while sellingoff the subsidiaries to help fund the takeover.分析员Analyst A financial professional that has expertise in evaluatinginvestments. They are typically employed by brokeragefirms, investment advisors, or mutual funds. Analysts puttogether buy, sell, and hold recommendations onsecurities. Analysts usually specialize in specificindustries or sectors to allow for comprehensiveresearch.天使投资者Angel Investor A financial backer providing venture capital funds forsmall startups or entrepreneurs.开放性信贷Open End Credit A pre-approved loan that may be used repeatedly up to acertain limit.无抵押贷款Unsecured Loan A bank loan that is issued and supported only by theborrowers creditworthiness, rather than by some sort ofcollateral.无抵押债权人Unsecured Creditor A person or institution that lends money to a company orindividual without holding collateral on the property forsecurity. This puts the creditor in a higher risk situation 开放性基金Open-End Fund A mutual fund that continues to sell shares to investors,and will buy back shares when investors wish to sell日经指数Nikkei The leading and most respected index of Japanesestocks.订单积压Backlog The total value of sales orders waiting to be fulfilled.反垄断法Anti-trust The antitrust laws apply to virtually all industries and toevery level of business, including manufacturing,transportation, distribution, and marketing. They prohibita variety of practices that restrain trade. Examples ofillegal practices are price-fixing conspiracies, corporatemergers likely to reduce the competitive vigor ofparticular markets, and predatory acts designed toachieve or maintain monopoly power.比例税Proportional Tax An income tax that takes the same percentage of incomefrom everyone regardless of how much (or little) anindividual earns.石油输出国组织、欧佩克Organization ofPetroleum ExportingCountries (OPEC) An intergovernmental organization dedicated to the stability and prosperity of the petroleum market. OPEC membership is open to any country that is a substantial exporter of oil and shares the ideals of the organization.分拆Demerger A corporate strategy to sell off subsidiaries or divisions ofa company.分拆Spinoff A new, independent company created through selling ordistributing new shares for an existing part of anothercompany.分股Stock Split The division of a company's existing stock into moreshares. In a 2-for-1 split, each stockholder would receivean additional share for each share formerly held.以活动为基础的预算案Activity BasedBudgeting Method of budgeting in which activities that incur costs in each function of an organization are established and relationships are defined between activities. This information is then used to decide how much resource should be allocated to each activity.以活动为基础的管理Activity BasedManagement Using an activity-based costing system to improve the operations of an organization.互相争夺市场MarketCannibilization The negative impact a new product has on the sales performance of a company's existing, related products.双重收费Double Dipping For brokerage firms, when a broker puts commissionedproducts into a fee-based account. The broker makesmoney from both the client and the commission.双重征税Double Taxing A tax law that results in the same earnings beingsubjected to taxation twice. A company's income is taxedinitially and then the shareholders and investors aretaxed on the distributions they receive from the company. 长城Chinese Wall A slang term for the division within a brokerage firm thatprevents insider information from being handed out bycorporate advisers to investment traders.风险价值Value at Risk (VAR) A technique for estimating the probability of portfoliolosses exceeding some specified price.不能变现Illiquid An asset or security that cannot be converted into cashvery quickly (or near prevailing market prices).升值Appreciation The increase in value of an asset.风险Risk The chance that an investment's actual return will bedifferent than expected. This includes the possibility oflosing some or all of the original investment. It is usuallymeasured using the historical returns or average returnsfor a specific investment.风险资本Risk Capital The money that a person allocates to investments in highrisk securities风险资本要求Risk Based CapitalRequirement A stated requirement of liquid reserves placed upon banks and institutions that deal in risky ventures.无追索权债务Non-Recourse Debt A loan that is secured by some sort of collateral, usuallyproperty. The issuer can seize the collateral if theborrower defaults.无追索权融资Non-RecourseFinance A loan where the lending bank is only entitled to repayment from the profits of the project the loan is funding, not from other assets of the borrower.风险容忍度Risk Tolerance The degree of uncertainty that an investor can handle inregards to a negative change in the value of theirportfolio.风险调整贴现率Risk AdjustedDiscount Rate In portfolio theory and capital budget analysis, the rate necessary to determine the present value of an uncertain or risky stream of income; it is the risk-free rate (generally the return on short-term U.S. Treasury securities）plus a risk premium that is based on an analysis of the risk characteristics of the particular investment or project风险调整回报率Risk AdjustedReturn A measure of how much risk a fund or portfolio assumed to earn its returns. This is usually expressed as a number or a rating.风险调整资本回报率Risk AdjustedReturn on Capital(RAROC) In financial analysis, riskier projects and investments must be evaluated differently from their riskless counterparts. By discounting risky cashflows against less risky cashflows RAROC accounts for changes in the profile of the investment.内部回报率IRR Often used in capital budgeting, it's the interest rate thatmakes net present value of all cash flow equal zero.内部回报率Internal Rate ofReturn (IRR) Often used in capital budgeting, it's the interest rate that makes net present value of all cash flow equal zero.内部审计Internal Audit An audit performed by a person (or persons) employedby the firm being audited.专营经纪人Specialist A person on the trading floor of certain exchanges whoholds an inventory of particular stocks. The specialist isresponsible for managing limit trades, but does not makeinformation on outstanding limit orders available to othertraders.反通货膨胀Disinflation A slowing of the rate at which prices increase. Typically,this occurs during a recession as sales drop and retailersare not able to pass on higher prices to customers.气球型期权Balloon Option An option for which the notional payments increasesignificantly after a set threshold is broken.气球型期限Balloon Maturity 1. A repayment schedule for a bond issue where alarge number of the bonds come due at a one time(normally at the final maturity date).2. A final loan payment that is considerably higherthan prior payments.内部增长Organic Growth The growth rate of a company, excluding any growthfrom takeovers, acquisitions, or mergers.内部增长率Internal GrowthRate The highest level of growth achievable for a business without obtaining outside financing.中等市值股票Mid Cap Stock Short for "Middle Cap," mid cap refers to stocks with amarket capitalization of between $2 billion to $10 billion.? 贝塔系数Beta (Coefficient) The measure of systematic risk of a security. Beta (orbeta coefficient) is a means of measuring the volatility ofa security or portfolio of securities in comparison with themarket as a whole.Beta is calculated using regression analysis. A beta of 1indicates that the security's price will move with themarket. A beta greater than 1 indicates that the security'sprice will be more volatile than the market. A beta lessthan 1 means that it will be less volatile than the market. 计量经济学Econometrics The application of statistical theories to economic onesfor the purpose of forecasting future trends.中期股息Interim Dividend A dividend payment made before a company's AGM andfinal financial statements. This declared dividend usuallyaccompanies the company's interim financial statements. 长期债券Long Bond A bond that matures in more than 10 years. When peoplerefer to "the long bond," this typically is the 30-year U.S.treasury.从属债务Subordinated Debt A loan (or security) that ranks below other loans (orsecurities) with regard to claims on assets or earnings.长期债务/总资本比率Long TermDebt/Capitalization A ratio indicating the financial leverage of a firm. It is calculated by taking a company's long term debt and dividing by the capital available (the sum of long term debt, preferred stock, and stockholders' equity).长期债务Long Term Debt Loans and financial obligations, lasting over one year, onwhich interest is paid.。
商务英语_公司联合与收购
5.Tenderoff(标购) 6.Stripping(剥离) 7.Sale(售卖) 8.Spinoffs(分立) 9.Bankruptcy(破产)
Classification of the corporate restructuring企业重组的分类
By way of the reorganization
The consolidation means two or more companies through legal reorganization of the original company no longer retain their legal status.
The merger means two or more companies through legal reorganization, merger parties retain their legal status.
2.Merger(兼并) It refers to the combination of two or more enterprises, one enterprise to maintain its original name, while other companies no longer exist in the form of legal entity. Merger is an enterprise through the purchase of paid to obtain the property rights（产权 ）of other enterprises, is a kind of behavior of making other enterprises lost its qualification of a legal person（法人） or retaining qualification of legal person but change the main body of investment.
国际商法专业词汇中英文对照表
国际商法专业词汇中英文对照A Note on the Incoterms（国际贸易术语通则解释）Absolute Advantage(亚当.斯密的绝对优势理论)Acceptance with Modifications（对邀约做出修改、变更的承诺）Acceptance（承诺/受盘）Act of State Doctrine（国家行为主义）Act of the Parties （当事人的行为）Administrative Management （经营管理）Advising and Confirming Letters of Credit（信用证的通知和确认）Agent for International Settlements（国际结算代理人）Agreement of the Parties（协议选择原则）Agriculture（农业协定）Alternative Dispute Resolution （ADR解决方式）Anticipatory Breach in Common Law （普通法上预期违约）Antidumping Authority（反倾销机构）Applicability of the CISG (CISG的适用范围)Application of Home State Labor Laws Extraterritorially（内国劳工法律域外适用）Applying for a Letter of Credit（信用证的申请）Approval of Foreign Investment Applications（外国投资申请的批准）Arbitrage（套汇）Arbitration Agreement and Arbitration Clauses （仲裁协议和合同中的仲裁条款）Arbitration Tribunals（仲裁机构）Artistic Property Agreements（保护文学艺术作品的协定）Artistic Property Agreements（文学艺术品产权协定）Assignment（合同权利转让）Attorney-General（法律总顾问）Automatic Dissolution （自动散伙）Average Clauses（海损条款）Avoidance（解除）Bank Deposits（银行储蓄）Bases of Income Taxation（所得税的征税依据/基础）Battle of the Forms（形式上的分歧／冲突）Bills of Lading （提单）Branch Banking（银行的分支机构）Business Form and Registered Capital （企业形式和注册资本）Business Forms（商业组织形式）Buyer's Remedies（买方可以采取的救济措施）Carriage of Goods by Air（航空货物运输）Carriage of Goods by Sea and Marine Cargo Insurance（海上货物运输及其保险）Carrier's Duties under a Bill of Lading（在提单运输方式下承运人的责任/义务）Carrier's Immunities（承运人责任/义务的豁免）Cartels (企业联合/卡特尔)Categories of Investment Projects （外国投资的项目类别）Charterparties （租船合同）Charterparties by Demise （光船出租合同）China's Fundamental Policies for Encouraging Foreign Investments （中国大陆鼓励外国投资的基本政策）Choosing the Governing Law（准据法的选择）CIF (cost, insurance and freight) (port of destination) （ＣＩＦ成本＼保险费加运费付至指定的目的港）Civil Law (民法法系)Clearance and Settlement Procedures（交换和转让程序）Collection of Documentary Bills Through Banks（银行跟单托收）Commercial Arbitration （国际商事仲裁）Commodity Arrangements（初级产品/农产品安排）Common Enterprise Liability（企业的一般责任）Common Law (普通法系)Common Procedures in Handling Bills of Exchange （汇票处理的一般程序）Common Stock （股票）Company Taxpayers（公司/法人企业纳税人）Comparative Advantage(大卫.李嘉图的比较优势理论)Comparison of Municipal Legal Systems(内国法系的比较研究) Compensation for Winding up （清算补偿）Comprehensive Agreements （综合性的协定）Compulsory Licenses（强制许可）Computation of Income（收入计算）Conformity of Goods（与合同约定相符合的货物）Consent to the Jurisdiction of the Host State（给予东道国管辖权的许可/同意）Consideration in Common Law（英美法上的对价）Contemporary International Trade Law（当代国际贸易法）Contract Law for the International Sale of Goods（国际货物销售合同法）Contract Liability of the Agent （代理人的合同义务）Contract Liability of the Principal （委托人的合同义务）Contractual Issues Excluded from the Coverage of CISG（排除在CISG适用范围之外的合同问题）Copyrights （著作权/版权）Council for Trade-Related Aspects of Intellectual Property Rights（与知识产权有关的理事会）Coverage of Tax Treaties（税收条约的覆盖范围）Creation of Agency （代理创立）Creditors of Partners（合伙人的债权人）Currency Crises: The Role of Monetary Policy（金融危机：货币政策的作用与地位）Currency Exchange Obligations of IMF Member States（国际货币基金组织成员国在外汇交易中的义务）Currency Exchange（外汇交易）Currency Support（资金/财政援助）Custom（习惯）Customs Valuation（海关估价协定）Debt Securities （债券）Decision Making within the WTO（WTO内部决定作出机制）Deficiencies in the GA TT 1947 Dispute Process （关税及贸易总协定1947争端解决程序的不足）Definite Sum of Money or Monetary Unit of Account（确定货币的总额或者计价的货币单位）Definition and Special Features（定义和特征）Delayed Bills of Lading（提单迟延）Denial of Justice（司法不公）Development Banks （发展银行）Direct Effect（直接效力）Direct Exporting(直接出口)Directors' and Officer's Duties to the Corporation（董事和经理/首席执行官对公司的义务）Dispute Settlement（争端的解决）Dissolution by Agreement （协议解散）Dissolution by Court Order （依法院令状散伙）Dissolution of the Partnership （散伙）Distribution of Earnings and Recovery of Investments （收入分配和投资回收）Distribution to Shareholders （红利分配权）Doctrine of Imputability (归责原则)Documentary Formalities（文本格式要求）Double Taxation Provision（双重征税的规定）Double Taxation（双重征税）Duress （胁迫行为）Duties of Agent and Principal （代理人和委托人的义务）Duties of Agent to Principal （委托人的义务）Duties of Principal to Agent （代理人、的义务）Duty of Care in Partnership Business（对合伙事务尽心看护义务）Duty of Loyalty and Good Faith （忠诚和诚信义务）Effectiveness of an Offer（邀约/发盘的效力）Employment Laws in the European Union（欧洲联盟雇佣/劳工法）Employment Standards of the Organization for Economic Cooperation andDevelopment（经济合作与发展组织雇佣/劳工标准）Enforcement of Exchange Control Regulations of IMF Member States（国际货币基金组织成员国对外汇交易管理规则的履行）Enforcement of Foreign Arbitral Awards in the People's Republic of China （在中华人民共和国境内外国仲裁裁决的执行）Enforcement of Foreign Judgment （外国法院判决的执行）Enforcement of Partnership Rights and Liabilities（执行合伙事务的权利和责任）Enforcement of Securities Regulations Internationally（国际证券规则的执行）Environmental Regulation（环境规则）Escape Clause（免责条款）Euro-currency Deposits（欧洲货币储蓄）European Communities - Regime for the Importation, Sale, and Distribution of Bananas（欧洲共同体对于香蕉的进口、销售和分销的管理）European Union Law on Trade in Services（欧洲联盟关于服务贸易的法律）Exceptio non Adimpleti Contractus in Civil Law （大陆法上履行契约之抗辩权）Exceptions（例外）Exclusive Licenses（独占许可）Excuses for Non-performance （不履行的免责）Excuses for Nonperformance（不履行合同的抗辩/借口）Exemptions for New Members from IMF Member State Currency Exchange Obligations（国际货币基金组织新成员国在外汇交易中义务的免除）Export Restrictions (出口限制)Exporting(出口)Expropriation（征收）Extraterritorial Application of U. S. Securities Laws（美国证券法域外的适用问题）Failure to Exhaust remedies（没有用尽法律救济）Fault and Causation（过错和因果关系）Finance Ministry（财政部）Finance of International Trade(国际贸易的结算/支付)Financing Foreign Trade（对外贸易的价金支付）FOB (free on hoard) (port of shipment)（ＦＯＢ装运港船上交货）Force Majeure Clauses （不可抗力条款）Foreign Investment Guarantees（外国投资的担保）Foreign Investment Laws and Codes（外国投资法）Formal and Informal Application Process（正式和非正式申请程序）Formation of the Contract（合同的成立）Forsed Endorsements（虚假背书）Fraud Exception in Letters of Credit Transaction (信用证交易的欺诈例外) Frauds on Bills of Lading（提单欺诈）Fraudulent Misrepresentation（受欺诈的误解）Free Zones（保税区/自由贸易区）Fundamental Breach（根本违约）GATS Schedules of Specific Commitments（服务贸易总协定减让表中的特别承诺）General Agreement on Trade in Services (服务贸易总协定)General Requirements and Rights of the Holder in Due Course（票据持有人的一般要求和权利）General Standards of Performance（履行的一般标准）Geographic Limitations（地区限制）Government Controls over Trade (政府对贸易的管制)Government Guarantees（政府担保）Governmental Interest（政府利益原则）Governmental Sources of Capital（官方资金）Grant Back Provisions（回授的规定）Home state Regulation of Multinational Enterprises（本国对跨国企业的管理）Host State Regulation of Multinational Enterprises（东道国对跨国企业的管理）Illegality and Incompetency（行为不合法性与主体不适当资格的认定）IMF "Conditionality"(国际货币基金组织的制约性)IMF Facilities（国际货币基金组织的机制）IMF Operations（国际货币基金组织的运作）IMF Quotas（国际货币基金的份额）Immunities of States from the Jurisdiction of Municipal Courts（国家豁免于内国法院的管辖权）Import-Licensing Procedures（进口许可证程序协定）Income Categories（收入分类）Income Tax Rates（所得税税率）Income Taxes（所得税）Independence Principles and Rule of Strict Compliance （信用证独立原则和单证严格相符规则）Indirect Exporting(间接出口)Industrial Property Agreements （保护工业产权的协定）Innocent Misrepresentation（因无知的误解）Inquiry（调查）Insider Trading Regulations（内幕交易规则）Insurance Cover （保险范围）Integration of Company and Personal Income Taxes（公司和个人所得税的征收）Intellectual Property Right Law （知识产权法）International Center for the Settlement of Investment Disputes （解决投资争端国际中心）International Commercial Dispute Settlement （国际商事争端的解决）International Court of Justice （海牙联合国国际法院）International Factoring （国际保理）International Franchising(国际特许经营权)International Labor Standards（国际劳工标准）International Licensing Agreement(国际许可证协议)International Licensing Agreements （国际许可证协定）International Model Law(国际示范法)International Organizations(国际组织)International Persons（国际法主体）International Rules for the Interpretation of Trade Terms(国际贸易术语解释通则) International Trade Customs and Usages(国际贸易惯例和习惯)International Treaties and Conventions(国际条约和公约) International Tribunals （国际法庭）Interpreting of the CISG (CISG的解释)Invitation Offer （要约邀请／要约引诱／询盘）Involuntary Dissolution （非自愿解散）Issuance of Securities（证券发行）Jurisdiction and Venue （管辖权和法院地）Jurisdiction in Civil Cases（民事案件的管辖权）Jurisdiction in Criminal Cases（刑事案件的管辖权）Know-how （技术秘密/专有技术）Lack of Genuine Link（缺乏真实的联系）Lack of Nationality（无国籍）Lack of Standing（身份不明）Law Applicable to Letters of Credit （调整信用证的法律）Law of Foreign Investment Enterprises of China （中国的外商投资企业法）Law of the People's Republic of China on Chinese Foreign Contractual Joint Ventures（中华人民共和国中外合作企业法）Law of the People's Republic of China on Chinese Foreign Equity Joint Ventures （中华人民共和国中外合资企业法）Law of the People's Republic of China on Foreign Capital Enterprises（中华人民共和国外资企业法）Legal Characteristics （定义和法律特征）Legal Structure of the WTO （世界贸易组织的法律框架）Legal System of International Business(国际商事的法律体系)Letters of Credit (L/C)（信用证）Liabilities of Makers, Drawers, Drawees, Endorsers and Accommodation Parties （票据制作人、出票人、付款人、背书人、代发人/担保人的责任）Liability for Environmental Damage（环境损害责任）Liability Limits（承运人责任/义务的限制）Licensing Regulations（许可证制度）Limitations on Foreign Equity（外国投资的资金比例限制）Limitations on the Excuses That Drawers and Makers Can Use to Avoid PayingOff a Bill or Note 661 （票据制作人、出票人拒绝付款借口的限制）Liquidated Damages （约定的损害赔偿金）Liquidation （清算）Maintaining Monetary Value（维护币值稳定）Major Principles of GATT 1994（关税及贸易总协定1947的主要原则）Marine Insurance Policies and Certificates （海运保险单和证书）Maritime Insurance（海运保险）Maritime Liens （留置权）Means of Delivery（根据交付方式）Mediation（调停/调解）Membership（成员）Memorandums of Understanding（谅解备忘录）Methods of Investment Contribution（出资方式）Mini-trial （模拟审判方式）Miscellaneous Taxes（混杂的，各种各样的税）Misrepresentation（误解）Mixed Sales（混合销售）Modification of Foreign In vestment Agreements（外国投资协议的修改）Money and Banking(货币与金融)Monopoly Control Authority (反垄断机构)Most Significant Relationship（最密切联系原则）Most-favored-nation Treatment （最惠国待遇原则）Movement of Workers（劳工流动）Multilateral Investment Guaranty Programs（多边投资担保计划／安排）Multilateral Trade Agreements（多边贸易协定）Multilateral Trade Negotiations （多边贸易谈判）Multinational Enterprise（跨国企业）Municipal Courts（国内法院的实践）Municipal Legal Systems（内国法系）National Foreign Investment Policies（内国的外国投资政策）National Investment Guarantee Programs（内国／国家投资担保计划／安排）National Law(国内法)National Monetary Systems（国内金融/货币体系）National Treatment （国民待遇原则）Nationality Principle（国籍原则）Negligent (innocent) Misrepresentation（因疏忽的误解）Negotiability of Bills and Negotiability of Notes（可流通的汇票和可流通的本票）Negotiation (谈判，议付)Noncompetition Clauses（限制竞争条款）Nondiscrimination（非歧视原则）Nonimputable Acts（免责行为）Nontariff Barriers to Trade(非关税贸易壁垒)Nonwrongful Dissolution （非不法原因散伙）Objections（异议）Obligations of the Parties （当事人各方的义务）Obligations of the Seller and the Buyer （买卖双方的合同义务）Offer （要约／发盘）Operation of Law （法律的原因而终止）Operational Reviews（营业审查）Opting In and Out（加入和退出）Organization of the IMF（国际货币基金组织的机构）Organizations Affiliated with the United Nations(联合国的相关组织) Overseas Private Investment Corporation（海外私人投资公司的案件）Parent Company（母公司）Passing of Property （产权的转移）Passing of Risk （风险的转移）Patents （专利权）Payable on Demand or at a Definite Time（付款要求或者在指定的付款时间）Payment of the Price（支付价款）Penalties for Noncompliance（对于不遵守法规的处罚）Perils and Losses（保险危险和损失）Persons Immune from Taxation（个人所得税的免除）Piercing the Corporate Veil（普通法上揭开公司的面纱/大陆法上公司人格否认原则）Place for Delivery（交付的地点）Post -Termination Relationship（代理终止后的有关问题）Powers during Winding up （合伙人在清算过程中的权力/权利）Practices and Usages（交易习惯和商业惯例）Preemption（先买权/优先权）Preshipment Inspection（装运前检验协定）Price-Fixing（定价）Private Insurers（私人／商业保险）Private Sources of Capital（私人资金）Products Liability Laws（产品质量法）Promissory Notes（本票）Promoter of International Monetary Cooperation（国际金融合作的促进者）Promoters（公司的发起人）Protection of Natural Resources（自然资源的保护）Protection of Subsidiaries（分支机构的保护制度）Protection of Workers' Rights by the Council of Europe（欧洲理事会关于劳工权利的保护）Protection through Tariffs（关税保护）Proving Foreign Law（外国法的查明）Provisions Governing Trade in Services in the North American Free Trade Agreement （北美自由贸易区协定中关于服务贸易的规定）Quality Controls（质量控制）Quantity and Field-of-Use Restrictions（对数量和使用领域的限制）Recognition and Enforcement of Awards （仲裁裁决的承认和执行）Recognition of Foreign Judgments（外国裁决的承认）Refusal to Exercise Jurisdiction（拒绝执行管辖权）Regional and International Development Agencies（区域性和国际性发展机构）Regional Integration（区域联合）Regional Intergovernmental Regulations on Labor（区域性政府间关于劳工的规定）Regional Intergovernmental Regulations on Trade in Services（关于服务贸易的区域性政府间管理规则）Regional Monetary Systems（区域性金融体系）Regulation of Foreign Workers（外籍员工的的管理规定）Regulation of Pollution（防止污染规则）Relief（救济、赔偿）Remedies Available to Both Buyers and Sellers（买卖双方都可以采取的救济措施）Remedies for Breach of Contract（违反合同的救济）Requests for Specific Performance（要求继续/特定履行）Residency Principle（居住地原则）Restrictions on Research and Development（对技术研究和发展的限制）Restrictions That Apply after the Expiration of Intellectual Property Rights（知识产权保护期满后应用的限制）Restrictions That Apply after the Expiration of the Licensing Agreement（知识产权使用许可合同期满后应用的限制）Right to Compensation （主张赔偿的权利）Rights and Duties （权利与义务）Rights and Responsibilities of Beneficiaries（收款人/收益人的权利与义务）Rights and Responsibilities of the Account Party（付款人/信用证帐户申请人的权利与义务）Rules of Origin（原产地规则）Rules of Private International Law（国际私法规则）Safeguards（保障措施协定）Sanitary and PhytosanitaryMeasures（卫生与植物卫生措施协定）Scope and Coverage of GA TT 1947 and GA TT 1994 （关税及贸易总协定1947和1994文本的调整范围）Screening Foreign Investment Applications（对外国投资申请的筛选/审查）Sectoral Limitations（行业/部门限制）Securities and Exchange Commission（证券交易委员会）Securities Exchanges （证券交易所）Securities Regulations（证券规章）Seller's Obligations（卖方的义务）Seller's Remedies（卖方可以采取的救济措施）Settlement of Disputes between ILO Member States（国际劳工组织成员国之间争端的解决）Settlement of Disputes between Intergovernmental Organizations and Their Employees （政府间国际组织与它的雇员之间争端的解决）Settlement of Disputes in International Tribunals（在国际法庭解决争端）Settlement of Disputes in Municipal Courts（内国法院的争端解决途径）Settlement of Disputes through Diplomacy（通过外交途径解决争端）Settlement of Disputes through Municipal Courts （通过内国法院解决国际商事争端）Shareholders' Inspection and Information Rights（股东的监督和知情权）Shareholders' Lawsuits （股东的诉权）Shareholders' Meetings（股东会议/大会）Shareholders' Rights and Liabilities （股东的权利和责任）Sharp Practices （欺诈行为）Signed by the Maker or Drawer（票据制作人或者出票人签名）Source Principle（税收发生来源原则）Sources of Corporate Financing （公司资本的来源）Sources of Foreign Investment Law of China （中国外国投资法的渊源）Sources of International Business Law(国际商法的渊源)Sources of International Law（国际法的渊源）Sources of Investment （投资范围）Sovereign or State Immunity（国家主权豁免）Specialization(国际分工专门化)Standard of Care(给予外国人的待遇/关照标准)Start-Up Standards（设立标准）State Responsibility（国家责任）Statements and Conduct of the Parties（当事人的陈述和行为）Statutory Choice-of-Law Provisions （强制选择条款）Structure of the WTO（WTO的组织结构）Subordinate Business Structures（商业分支机构）Subsidies and Countervailing Measures（补贴与反补贴措施协定）Supervision of Foreign Investment（外国投资的监管）Supreme Court Decision（最高法院的裁决）Systems for Relief from Double Taxation（避免双重征税的救济体制）Takeover Regulations（接管/收购规则）Taking Delivery（接受交付）Tariff-based Import Restriction （约束进口关税）Tariffs(关税)Tax Avoidance（避税）Tax Evasion（逃税）Tax Incentives (税收激励)Tax Sparing（节税）Tax Treaties（税收条约）Taxation（税收）Taxpayers（纳税人）Technical Barriers to Trade（贸易的技术壁垒）Technology Transfer(技术转让)Termination of an Agency （代理的终止）Termination of Corporations （公司的终止）Territorial Restrictions（地区限制）Textiles and Clothing（纺织品和服装协定）The Acceptance（承诺／受盘）The Administrative Discretion of Screening Authorities（筛选/监管机构的管理权）The Anglo-American Common Law System(普通法系或者英美法系)The Applicable Procedure Law （应用的程序法）The Applicable Substantive Law（应用的实体法）The Bank for International Settlements（巴塞尔国际清算银行）The Bill of Exchange（汇票）The Board of Directors （董事会）The Bretton Woods System（布雷敦森林体系）The Business Form（商业组织形式）The Buyer's Right to Avoid the Contract（买方解除合同的权利）The Central Bank（中央银行）The Choice of Money（货币的选择）The Convention on Insider Trading（内幕交易的公约）The Drafting of the CISG(CISG的起草)the Economic Globalization （经济全球化）The Final Act Embodying the Results of the Uruguay Round of Multilateral Trade Negotiations（乌拉圭回合多边贸易谈判结果的最后文本）The Foreign Exchange Market（外汇交易市场）The Founding of GATT（关税及贸易总协定的成立）The Framework Agreement（协定的框架）The General Agreement on Tariffs and Trade（关税及贸易总协定）The Importance of the Separate Legal Identity of Juridical Entities（跨国企业作为拥有独立法律地位的实体之重要性）The Interbank Deposit Market（银行间的储蓄市场）The International Labor Organization（国际劳工组织）The International Monetary Fund（国际货币基金组织）The International Standard(国际待遇/标准)The International Transfer of Intellectual Property（工业产权的国际转让）The Islamic Law System （伊斯兰法系）The Law Governing Bills of Exchange （调整汇票的法律制度）The Law of Agency （国际商事代理法）The Making of International Law （国际法的构成）The National Standard(国民待遇/标准)The Negotiation and Transfer of Bills and Notes（票据权利的转让和背书转让）The Obligations of Banks（银行的义务/责任）The Principal Characteristics（基本特征）The Role of Banks in Collecting and Paying Negotiable Instruments（银行在可流通票据的托收和付款中的角色）The Roman-Germanic Civil Law System(大陆法系或者罗马日耳曼法系)The Scope of International Law in Actual Practice （实践中国际法的范围）The Subordinate Structure（分支结构）The Transfer of Money（货币转移）The Turning Over of Documents（交付与货物有关的单证）The Uruguay Round（乌拉圭回合）The Value of Money（币值）The World Trade Organization (WTO) （世界贸易组织）The WTO Agreement （WTO协定）Third Party Relations of the Principal and the Agent （与委托人和代理人有关的第三人）Third-Party Claims and Personal Injuries（第三方的权利和人身伤害）Third-Party Rights (Himalaya Clause)（第三方的权利----喜玛拉亚条款）Time Charterparties （定期租船合同）Time for Delivery （交付的时间）Time Limitations（时效）Trade Barriers （贸易壁垒）Trade in Goods(货物贸易)Trade Liberalization Through Cooperation （通过合作实现贸易自由化）Trade Policy Review（贸易政策评审机制）Trade Terms（贸易术语）Trademarks（商标权）Trade-Related Investment Measures（与贸易有关的投资措施协定）Trading in Securities （证券交易）Transactions Covered in CISG（CISG适用的交易范围）Transnational Organized Labor（有组织的跨境服务的劳工）Transparency(透明度)Treaties and Conventions（条约和公约）Trial Court Decision（初等法院的裁决）Turnover Taxes（流转/交易税）Tying Clauses（搭售条款）Unconditional Promise or Order to Pay（无条件的付款承诺和要求）Unfair Competition Laws（不正当竞争法）UNIDROIT Principles of International Commercial Contracts (PICC)(国际统一私法协会国际商事合同通则,简称PICC)United Nations Convention on Contracts for the International Sale of Goods (CISG)(联合国国际货物销售合同公约,简称CISG)Validity and Formation of International Sale of Contracts（国际货物销售合同的成立和效力）Visas（签证）V oyage Charterparties （航次租船合同）Waivers（让渡、放弃）Winding Up （合伙清算）World Intellectual Property Organization（世界知识产权组织）World Trade Organization Dispute Settlement Procedures（世界贸易组织争端解决机制）Wrongful Dissolution （不法原因散伙）WTO Antidumping Agreement （世界贸易组织反倾销协议）WTO Dispute Settlement Procedures（世界贸易组织的争端解决程序）。
经济财务外文翻译外文文献英文文献跨国并购
Author:R.J. Kish.Nationality: AmaricaOriginate form: Journal of Multinational Financial Management 1998(8) 434–43作者：基什国籍：美国出处：《跨国公司财务管理》，第8卷，第四期，1998年11月，434-437 原文1Cross-border mergers and acquisitions:the European–US experience1. Factors motivating cross-border acquisitionsIn her extensive discussion of the merger and acquisition process McDonagh Bengtsson (1990) proposes that the following factors motivate many companies to acquire foreign firms: the desire to spread products and diversify risks geographically; to gain back-up products; to exploit synergies; and to attain economies of scale. However, she cautions that workforce problems, poor facilities, as well as social and technological differences may expose the acquiring company to new risks. Other studies in the area of cross-border acquisitions attribute the pattern of acquisitions to several competing factors, both favorable and unfavorable. The discussion that follows surveys a sampling of these factors, examining first the favorable acquisition variables (i.e. variables that appear to influence the firm’s concerned with cross-border deals), then the unfavorable ones. We pay particular attention to those factors more directly related to the countries under study.1.1. Favorable acquisition factorsAlthough there are a number of factors that favor acquisition activity, we focus on those that seem to affect cross-border acquisitions between the US and the EU. These factors include exchange rates, diversification, and economic conditions in the home country, as well as technology and human resources.1.1.1. Exchange ratesCurrent and forecasted future exchange rates affect the home currency equivalent of acquisition prices, as well as the present value of future cash flows accruing to the acquired firm;therefore, the dominant effect in any particular case is ultimately an empirical question. Existing studies, predictably, arrive at different conclusions concerning the role of exchange rates. For example, Froot and Stein (1991) propose that, while there is a relationship between the exchange rates and acquisition activity, there is no evidence that a change in the exchange rate improves the position of foreign acquirers relative to their US counterparts. They contend that when the dollar depreciates, the US becomes a cheaper place for any firm to do business — foreign or domestic. In addition, they downplay the relationship between foreign acquisitions and exchange rates, arguing that improved capital mobility leads to equalized, risk-adjusted returns on international investments. Goldberg (1993) reaches different conclusions. She finds that a depreciated US dollar reduces FDI in American businesses. She also contends that the reverse holds true, that is, if the dollar is strong, one observes an increase in foreign acquisition of US firms and a downward trend in US acquisitions of foreign firms. However, Harris and Ravenscraft (1991) present empirical evidence that is in contrast toGoldberg’s findings. In particular, they contend that a deprecia ted dollar increases the number of foreign acquisitions of US firms.1.1.2. DiversificationThis argument is based on the empirical observation that the covariance of returns across different economies, even within the same industries, is likely to be smaller than within a single economy. It follows that the prospective acquiring company must first decide on its desired levels of risk and return. Only then should it attempt to identify countries, industries, and specific firms that fall within its risk class. In addition, by acquiring ongoing foreign concerns, companies may be able to circumvent tariff and non-tariff barriers, thereby improving their risk–return tradeoff by lowering the level of unsystematic risk.71.1.3. Economic conditions in the home countryFavorable cyclical conditions in the acquiring firm’s home country should facilitate cross-border acquisitions as a means for increasing demand and levels of diversification. On the other hand, adverse economic conditions, such as a slump, recession, or capital market constraints, may cause prospective acquiring firms to concentrate on their domestic business while postponing any international strategic moves.1.1.4. Acquisition of technological and human resourcesIf a firm falls behind in the level of technological knowledge necessary to compete efficientlyin its industry, and it is unable or unwilling to obtain the required technology through research and development, then it may attempt to acquire a foreign firm which is technologically more advanced. In their study, Cebenoyan et al. (1992) support this point, showing that the expansion into new markets through acquisitions allows firms to gain competitive advantage from the possession of specialized resources.1.2. Unfavorable acquisition factorsThe factors discussed thus far generally tend to encourage firms to make crossborder acquisitions. In contrast, there are other variables that often appear to restrain cross-border combinations. These include information asymmetry, monopolistic power, as well as government restrictions and regulations.1.2.1. Information asymmetry.Roll (1986) contends that information about a prospective target firm (e.g. marketshare, sales, cash flow forecasts) is crucial in the decision-making process of an acquiring firm. If the necessary information is not available, Roll (1986) argues that the prospective acquiring firm may be forced to delay or discontinue its plans, eventhough the foreign firm appears to be an attractive target. In contrast, Stoughton (1988) argues that information effects are not always harmful. He points out that the prospective acquirer may be able to obtain information about the target firm that is not available to other market participants.1.2.2. Monopolistic powerIf a firm enjoys monopolistic power (a difficult prospect in the US, due to antitrust laws), then entry into the industry becomes more difficult for potential competitors, domestic or foreign. Moreover, a monopolist is much more likely to resist a takeover attempt. Other barriers to entry that make cross-border acquisitions especially difficult within a monopolistic environment include extensive outlays for research and development, capital expenditures necessary to establish greenfield production facilities, and/or product differentiation through a massive advertising campaign.1.2.3. Government restrictions and regulationsMost governments have some form of takeover regulations in place. In many instances, government approval is mandatory before an acquisition by a foreign firm can occur. In addition, there may exist government restrictions on capital repatriations, dividend payouts, intracompanyinterest payments, and other remittances. Scholes and Wolfson (1990) for example, discuss periods in the US where regulatory events discouraged acquisition activity; they cite the William’s Amendments and the Tax Reform Act of 1969 as significant legal and regulatory changes that contributed to a significant showdown in merger activity in the 1960s. In addition, Scholes and Wolfson (1990) argue that there was a similar impact resulting from changes in US tax laws in the 1980s, because those changes increased transaction costs in acquisitions involving US sellers and foreign buyers. On the other hand, Dewenter (1995) contends that her empirical findings in the chemical and retail industry contradict Scholes and Wolfson (1990). She concludes from her findings that the US tax regime changes in the 1980s provide no explanation for the level of foreign acquisition activity. However, one must note that while Dewenter (1995a) only examined two industries, representing approximately 16% of foreign acquisition activity during 1978–89, Scholes and Wolfson (1990) examined activity from 1968 through 1987 and included a large number of industries in their study. This discussion of the variables that influence cross-border acquisitions, both positively and negatively, suggests that whereas there exists a substantial measure of added complexity in mergers involving firms in different countries, some fundamental aspects of merger analysis remain unchanged. That is, a merger or acquisition, cross-border or domestic, can be treated in the framework of a capital budgeting decision, where the main variables to be estimated are the future cash flows, the acquisition price, and the costs of financing the transaction. Therefore, it stands to reason that, at a macroeconomic level, one should include both the exchange rates and the cost of financing the acquisition. Exchange rates affect both the current price of the target as well as the future cash flows. The cost of financing the acquisition with a mix of debt and equity (i.e. the yields on long-term debt and stock prices) should also play an important role. This is true even though most multi-national corporations have access to global financial markets and will, ceteris paribus, raise funds where the cost of capital is the lowest.译文1欧洲、美国的跨国并购经验1. 激励跨国并购的因素McDonagh Bengtsson(1990)在关于合并和收购过程的广泛讨论中，提出下列激励很多公司收购外国公司的因素: 第一，传播产品和地理上分散风险的愿望;第二，获得支撑的产品;第三，充分发挥协同作用,最后达到经济规模。
并购目标英文
并购目标英文Merger and Acquisition Targets: Increasing Market Share and Expanding Business OpportunitiesIn today's highly competitive business landscape, companies are constantly seeking new avenues for growth and expansion. One effective strategic option that businesses often explore is mergers and acquisitions (M&A), wherein two or more companies combine their resources, expertise, and market share to achieve mutually beneficial objectives.Identifying the right merger and acquisition targets is crucial for companies looking to strengthen their market position and maximize their potential. These targets can vary significantly depending on the company's current market position, growth objectives, and available resources. Let's take a look at some common types of M&A targets that companies pursue.1. Geographic Expansion:One of the main reasons companies consider mergers and acquisitions is to expand their geographic reach. By acquiring companies operating in different regions or countries, a business can gain instant access to new markets, customers, and distribution channels. For example, a multinational corporation may acquire a local company to establish a foothold in a specific country where they previously had little to no presence.2. Industry Vertical Integration:Vertical integration occurs when a company acquires a supplier or retailer within its industry's value chain. By merging with oracquiring these players, businesses can gain control over critical inputs or distribution channels, reduce costs, and increase efficiency. For instance, an automobile manufacturer may acquire a tire manufacturing company or a car dealership to ensure a steady supply of tires or secure direct access to customers.3. Diversification:Companies often seek to diversify their portfolio of products or services through M&A. By acquiring businesses in different industries, they can mitigate risks associated with fluctuations in a single market segment and tap into new sources of revenue. For instance, a technology company may acquire a healthcare software provider to expand its offerings into the healthcare sector, diversifying its revenue streams and reducing reliance on a single market.4. Talent Acquisition:In today's knowledge-based economy, acquiring top talent is critical for sustained success. Companies may consider mergers and acquisitions as an opportunity to gain access to a pool of skilled professionals or to tap into a target company's specific expertise. This strategy is especially prevalent in industries with high demand for specialized knowledge, such as technology, pharmaceuticals, and professional services.5. Cost Savings and Synergies:Mergers and acquisitions can also create cost savings and operational synergies, providing companies with a competitive advantage and improved profitability. By merging with or acquiring companies that share similar operations, businesses caneliminate redundancies, streamline processes, and leverage economies of scale. This synergy-driven approach often leads to improved margins, increased market share, and enhanced competitiveness.In conclusion, identifying suitable merger and acquisition targets is a multifaceted decision that considers several factors, including the company's growth objectives, market position, available resources, and strategic priorities. Whether it's geographic expansion, vertical integration, diversification, talent acquisition, or cost savings, each M&A strategy offers unique opportunities to tap into new markets, achieve synergies, and propel business growth. Through careful evaluation and due diligence, companies can secure the right targets, enabling them to unlock their full potential and stay ahead in today's dynamic business environment.。
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商誉的本质
亨德里克森在《会计理论》中指出，从会计的角度来看，商 誉有以下三种解释： • 对企业好感的价值； 对企业的好感可能来自有利的地位位置、独占的特权以及 良好的经营管理水平等因素。 • 预期未来利润超过不包括商誉的总投资的正常报酬部分的 现值； 这只是商誉的一种计量，而没有说明其性质。 • 反映企业总价值超过各个有形和无形资产价值差价的总的 计价帐户。 John B. Canning 是最早提出这种观点的会计学家之一。
• CAS 20:企业合并
APB Opinion No16(1970)
• 企业合并指一家公司与一家或几家公司或非公司组织的企 业合成一个会计个体，这一会计个体继续从事以前彼此分 离、相互独立的企业的经营活动。
• Business combination, as an accounting concept, occurs when a corporation and one or more incorporated or unincorporated businesses are brought together under the control of a single management team.
Methods of Accounting for Business Combination • Purchase Method • Pooling of Interests Method
购买法 （Purchase Method） 将企业合并视为资产的购买行为
Purchase Method
Purchase cost is measured by the cash disbursed, the fair value of property given up, or the fair value of securities issued.
FASB Statement 141(2001)
• 企业合并实质一个实体收购组成企业的净资产，或收购一 个或者多个实体的股权并对该实体或多个实体进行控制。 • a business combination occurs when an entity acquires net assets that constitute a business or acquires equity interests of one or more other entities and obtains control over that entity or entities. （paragraph 9） • The pooling of interest method of accounting was eliminated for all transactions initiated after June 30, 2001.
2 The acquiring company records the assets received and liabilities assumed at their fair values.
a First, fair values are assigned to all identifiable tangible and intangible assets acquired and liabilities assumed. If cost is greater than fair value of the identifiable net assets acquired, the excess cost is assigned to goodwill.
IFRS 3 Business Combinations（2004）
• A business combination is the bringing together of separate entities or businesses into one reporting entity.
• The result of nearly all business combinations is that one entity, the acquirer, obtains control of one or more other businesses, the acquiree. • If an entity obtains control of one or more other entities that are not businesses, the bringing together of those entities is not a business combination.
b
c
If fair value is greater than cost, the excess fair value is handled in the following fashion:
(1) The excess is applied as a pro rata（按比例） reduction of amounts that would have otherwise been assigned to assets except for ①financial assets other than investments accounted for by the equity method, ②assets to be disposed of（处理）, ③deferred tax assets, ④prepaid pension（养老金） and post-retirement assets, and any other current assets. (2) If all such assets are reduced to zero value, the reminder, if any, is recognized as an extraordinary gain.
商誉(Goodwill)
商誉问题（The Goodwill Controversy） • Goodwill is defined as the excess of the investment cost over the fair value of assets received.
• This is goodwill?? • Goodwill is a asset??
The Accounting Concept of A Business Combination
• APB Opinion No16, Business Combination
• FASB Statement 141, Business Combinations
• IAS 22: Business Combinations
Cost allocation procedures
1
Determine the fair values of all identifiable tangible and intangible assets acquired and liabilities assumed.
All identifiable assets and liabilities are valued regardless of whether they are recorded on the books of the acquired company (for example a patent where all R&D was expensed as incurred). No value is assigned to goodwill recorded on the books of the acquired company.
IAS 22(revised 1998)
• 企业合并，指通过一个企业与另一个企业的联合 或获得对另一个企业净资产和经营活动控制权， 而将各单独的企业组成一个经济实体。
• A business combination is the bringing together of separate enterprises into one economic entity as a result of one enterprise uniting with or obtaining control over the net assets and operations of another enterprise. （paragraph 8）
SFAS No. 141 Business Combinations (revised 2007)
• Goodwill is an asset representing arising from other assets acquired in a business combination that are not individually identified and separately recognized.
That control is established when: 1 One corporation becomes a subsidiary 2 One company transfers its net assets to another, or 3 Each company transfers its net assets to a newly formed corporation.
CAS 20(2006)
• 企业合并，是指将两个或者两个以上单独的企业 合并形成一个报告主体的交易或事项。
• 同一控制下的企业合并
(Business combinations involving entities under common control)
• 非同一控制下的企业合并
企业合并概念的本质是什么？ 国际之间存在哪些差异？
FASB Statement 141(revised 2007)