Determinants Of Cross Border Merger and Acquisition
Cross-border Mergers ans Acquisitions
This is a summary of an article that appeared in Financial Times Mastering Global Business: The Complete MBA Companion in Global Business, London: Financial Times Pitman Publishing.Finkelstein, S. 1999. "Safe ways to cross the merger minefield." p. 119-123.Sydney Finkelstein is the Steven Roth Professor of Management at the Tuck School of Business at Cross-Border Mergers and AcquisitionsSYDNEY FINKELSTEINT he globalization of business over thepast decade has spawned a search for competitive advantage that is worldwide in scale. Companies have followed their customers – who are going global themselves – as they respond to the pressures of obtaining scale in a rapidly consolidating global economy. In combination with other trends, such as increased deregulation, privatization,and corporate restructuring,globalization has spurred anunprecedented surge in cross-border merger and acquisition activity.According to Securities DataCorporation, there were more than 2000announced cross-border acquisitions in 1996 worth over $252 billion. While this represents 54% more acquisitions than in 1991, the increase in dollar value has been even more remarkable, tripling during this time period. Clearly cross-border M&As have become afundamental characteristic of the global business landscape.Even mergers of companies with headquarters in the same country – while usually not “counted” as cross-border –are very much of this type. After all,when Boeing acquires McDonnell Douglas, the two American companiesmust integrate operations in dozens of countries around the world. This is just as true for other supposedly “single-country” mergers, such as the $27 billion dollar merger of Swiss drug makers Sandoz and Ciba-Geigy (now Novartis).Hence, understanding the problems and opportunities of cross-border mergers and acquisitions is an essential element in understanding most M&As, and indeed in understanding the nature of global strategy.In spite of the huge volume of activity in the cross-border M&A marketplace, an inescapable factemerges when these deals are examined more closely – the majority of cross-border M&As are not successful. For example, economists David J.Ravenscraft and William F. Long found that most of the 89 acquisitions ofAmerican companies by foreign buyers between 1977 and 1990 they studied did not improve operational performance one year after the acquisition. Numerous anecdotal accounts corroborate these results. Take, for example, theacquisition of Columbia Pictures by Sony Corp in 1989. After paying a significant premium for the company,and keeping a hands-off attitude toward their senior executives in Hollywood –who were busy overspending on office renovations, company perks, and unsuccessful movies – Sony was forced to take an unprecedented $3.2 billion write-down in 1994. This merger is now a classic case study of what not to do in cross-border deals. Some of the problems encountered by Sony include legal problems stemming from their recruitment of senior management who were under contract at Time Warner, lack of internal controls over budgeting, weak understanding of the fundamentals of the acquired business, and an overly optimistic belief in “synergies” arising from vertical integration and from applying Sony’s technological competencies to the movie and television business. Of course, these are mistakes that can arise in any merger or acquisition; what makes them particularly troublesome in cross-border deals are the inherently greater challenges of melding country cultures, communicating across long distances, dealing with misunderstandings arising from different business norms, and even fundamental differences in management style.Why are cross-border mergers and acquisitions so difficult to implement? Consider all that must go right in any (same-country) acquisition: The two companies must reach agreement on which products and services will be offered, which facility or group will have primary responsibility for making this happen, who will be in charge of each of these facilities or groups, where will the expected cost savings come from, what will the division of labor look like in the executive suite, what timetable to follow that will best generate the potential synergies of the deal, and myriad other issues that are complex, detailed, and immediate. On top of all this the merging companies must continue to compete and serve their customers in a competitive marketplace. Now, take all these challenges, and add a completely new set of problems that arise from the fundamental differences that exist across countries. Consider, for example, for all the similarities that a global imperative places on companies, the very real differences in how business is conducted in, say, Europe, Japan, and the United States. These differences involve corporate governance, the power of rank and file employees, worker job security, regulatory environments, customer expectations, and country culture – all representing additional layers of complexity that executives engaged in cross-border M&As must manage. Is it any wonder that cross-border mergers are potential minefields that require the utmost care?Fortunately, there are some basic principles that will make cross-border mergers work more smoothly. They can be divided into the imperatives of strategic logic and acquisition integration.What is the strategic logic for the acquisition?In recent years “strategic” mergers have gotten a bad name, to the extent that some pundits have defined strategic mergers as those where the acquiring company overpays. While the price paid for a company is a critical determinant of the success of the resulting acquisition, there is no inherent reason why mergers that are strategically well-conceived should go awry. In fact, the evidence is quite the opposite.The recent merger of BP’s and Mobil’s downstream operations across Europe is a case in point. The strategiclogic for this deal says that (1) size andmarket power are required to compete against the other major oil companies,and even supermarket chains with gaspumps, in Europe, and (2) significantcost savings can be realized by eliminating duplicate facilities andemployees, and by rationalizingpurchasing and cutting overhead.Although this merger is not without significant integration challenges, itappears to have a solid strategic logic,and indeed is considered a blueprint forsimilar deals among rivals such as Shell, Texaco, and Amoco. It is also anunusual merger since BP and Mobil areonly consolidating their refining andmarketing operations in Europe, and remain rivals elsewhere. Nevertheless,estimates of cost savings are in the rangeof $500 million a year, a figure which, ifestablished and maintained, will clearly make this merger a success.The keys to establishing an effectivestrategic logic lie in answering questions such as:•How will this merger create value, and when will this value be realized?•Why are we a better parent for this company than someone else?•Can this merger pass the “better-off”test – will we be able to create morevalue (by being more competitive,having a stronger cost structure,gaining additional competencies thatwe can leverage in new ways, etc.)after the deal?These are difficult questions thatrequire careful, objective, pre-acquisition analysis. The tendency forcompanies “in the heat of battle” to overstate the real strategic benefits of a deal is a definite problem that must be guarded against. Pressures that arise from the desire to close a deal quickly before rival bidders appear, cultural and sometimes language barriers that create uncertainty, and the often emotionally-charged atmosphere surrounding negotiations, work against this requirement of objectivity. The best solution in this case is to enter the M&A mode with a carefully developed framework that addresses the key questions, and to stick to that framework in evaluating a potential acquisition candidate even when the seemingly inevitable strains arise.Our own research and experience indicates that the highest potential cross-border M&As tend to be between firms that share similar or complementary operations in such key areas as production and marketing. When two companies share similar core businesses there are often opportunities for economies of scale at various stages of the value chain (e.g., R&D, manufacturing, sales and marketing, distribution, etc.). For example, although the merger between British Telecom and MCI remains controversial – and losses associated with MCI’s push to enter the local telephone service market in the U.S. are not reassuring –there are opportunities for value creation through common software development, shared capital investment, and joint purchasing agreements.The strategic logic of combining complementary assets can also be compelling. These assets, which extend to complementary competencies in technology and know-how, offer great opportunities for companies to create value in the right circumstances. For example, MCI will be a much more formidable competitor in the U.S. telephone market with the backing of BT and its prodigious cash flow. Other potential complementary benefits of this deal include the positive impact ofMCI’s aggressive market-oriented corporate culture on the more conservative British Telecom, and the potential of the combination itself to be a well-positioned global competitor as evolving markets in Europe and the U.S. continue to deregulate and change. Thus, what we call “economies of fitness” arising from complementary operations or competencies can be an important source of value creation in mergers and acquisitions.How will the two companies be integrated?It is probably not an exaggeration to assert that most cross-border deals run into difficulties because of failures in the integration process. What is acquisition integration? First and foremost, it is the process of realizing the strategic benefits of a merger. In other words, it is everything merging companies must do to achieve synergies and position the new firm for growth. It requires effective interaction and coordination between merging firms to realize the strategic potential of the deal at the same time that it necessitates special attention to human resource concerns. Stated in this way, it is a tall order, and indeed seems absolutely critical to M&A success. Nevertheless, it is a remarkable fact of life that many cross-border acquisitions involve insufficient, ill-considered, and inconsequential integration efforts.Consider the acquisition of Firestone, an American company, by Japan’s Bridgestone in 1988. The problems started when Bridgestone outbid Pirelli to capture Firestone, paying a premium of 158% of the value of Firestone before it came into play. Although the acquisition did have a strategic logic – Bridgestone wanted to develop global scale in a rapidly consolidating industry and service Japanese car makers setting up production in the U.S. – no real integration effort took place for five years. Bridgestone left in place senior Firestone management and did little to generate cost savings, so the tire maker that had performed poorly before the acquisition continued to do so. Total losses amounted to $1 billion by 1992, and Bridgestone has subsequently spent $1.5 billion to upgrade and expand Firestone’s operations. Leading an extensive integration effort in a foreign marketplace remains one of the biggest challenges in cross-border acquisitions.Employee stress and uncertainty can be particularly troublesome in cross-border deals. Mergers create uncertainty, and people often experience considerable stress during this time. There is a real danger that some of the best people in a company will leave as a result of the merger – after all, it is usually the best people that have the most attractive outside opportunities –and inattention to their personal concerns may be costly. Studies indicate that the root cause of employee problems are feelings of mistrust and stress, perceived restrictions in career plans, and attacks on established cultural traditions within the acquired company, each of which is exacerbated by the fundamental differences that exist between both merging companies and the countries in which they are based. And these problems do not go away if left untreated. Firestone workers ended up in a highly contentious strike in 1994-95, driven by their reaction to Bridgestone’s belated cost-cutting efforts.Differences among management and workers can sometimes spiral into broader community and political problems. Such was the case in the 1988 acquisition of Rowntree, headquartered in York, England by Nestle, the Swiss foods giant. Concerns about the future of Rowntree workers, facilities, and even the town of York itself created an uproar in the UK, involving Members of Parliament, political parties, and the Archbishop of York. In the end, Nestle was forced to make several concessions to public opinion in its integration of Rowntree, including retaining York facilities and making certain guarantees with respect to the job security of Rowntree workers.Given the importance of integration to acquisition success, how can companies best manage this process? There are several important considerations.•Understand that most of thevalue creation in an acquisitionoccurs after the deal is done. Forall the synergies and benefits thatare projected to accrue from anacquisition, none can be realizedwithout substantial effort duringthe integration process.•Plan for integration before doing the deal. There are many reasonswhy companies do not do this –such as time constraints,insufficient information, lack ofawareness of how criticalintegration really is – but thealternative is to essentially guessat the sources of value creation.Develop a checklist of keyintegration issues, assignpersonal responsibility and atimetable for dealing with theseissues, and set targets that willenable the value creation neededto make the deal work. Althoughintegration is a process thatcannot be completed in a fewdays, this analysis should yield ablueprint for how to create valuefrom the acquisition.•Work the details. Some of theconfusion and complexity ofcross-border mergers can bemitigated by ensuring thatexecutives in an acquiringcompany learn about differencesin accounting standards, laborlaws, environmental regulations,and norms and regulationsgoverning how business isconducted in the country of theacquired firm early in theprocess.•Develop a clear communication plan throughout the entireprocess. The prospectivemelding of different countrycultures in a cross-border dealcan easily compound theuncertainty employeesexperience in any merger, andmust be addressed in a proactivemanner.In sum, there are two fundamental imperatives that must be underscored in any discussion of cross-border mergers and acquisitions. First, companies engage in a merger or acquisition to create value, and that value creation comes about through a combination of synergy realization to cut costs and competitive strategy repositioning to increase revenues and growth. And second, both the synergy realization and competitive strategy goals cannot be achieved without significant attention to the challenge of acquisition integration. If cross-border M&A strategies are to fulfill their potential, and justify the premium companies typically pay toengage in them, managers will need to fully understand, and embrace, these two imperatives.。
国家竞争优势【外文翻译】
外文翻译原文The Competitive Advantage of Nations Material Source:Harvard Business Preview Author：Michael E. PorterNation prosperity is created,not inherited. It does not grow out of a country's natural endowments, its labour pool, its interest rates, or its currency's value, as classical economics insists.A nation's competitiveness depends on the capacity of its industry to innovate and upgrade. Companies gain advantage against the world's best competitors because of pressure and challenge. They benefit from having strong domestic rivals, aggressive home-based suppliers, and demanding local customers.In a world of increasingly global competition,nations have become more,not less,important. As the basis of competition has shifted more and more to the creation and assimilation of knowledge, the role of the nation has grown. Competitive advantage is created and sustained through a highly localized process. Differences in national values,culture,economics structures,institutions,and histories all contribute to competitive success. There are striking differences in the patterns of competitiveness in every country; no nation can or will be competitive in every or even most industries because their home environment is the most forward-looking, dynamic,and challenging.These conclusions, the product of a four-year study of the patterns of competitive success in ten leading trading nations,contradict the conventional wisdom that guides the thinking of many companies and national governments and that is pervasive today in the United States. According to prevailing thinking, labour costs, interest rates, exchange rates, and economies of scale are the most potent determinants of competitiveness. In companies, the words of the day are merger, alliance, strategic partnerships, collaboration, and supranational globalization. Managers are pressing for more government support for particular industries. Among governments, there is a growing tendency to experiment with variouspolicies intended to promote national competitiveness from efforts to manage exchange rates to new measures to manage trade to policies to relax antitrust which usually end up only undermining it.These approaches, now much in favour in both companies and governments, are flawed. They fundamentally misperceive the true source of competitive advantage. Pursuing them, with all their short-term appeal, will virtually guarantee that the United States or any other advanced nation never achieves real and sustainable competitive advantage.We need a new perspective and new tools an approach to competitiveness that grows directly out of an analysis internationally successful industries, without regard for traditional ideology or current intellectual fashion. We need to know, very simply, what works and why. Then we need to apply it.Factor conditions. According to standard economic theory, factors of production-labour, land, natural resources, capital, infrastructure-will determine the flow of trade. A nation will export those goods that make most use of the factors with which it is relatively well endowed. This doctrine, whose origins date back to Adam Smith and David Ricardo and that is embedded in classical economics, is at best incomplete and at worst incorrect.In the sophisticated industries that form the backbone of any advanced economy, a nation does not inherit but instead creates the most important factors of production-such as skilled human resources or a scientific base. Moreover, the stock of factors that a nation enjoys at a particular time is less important than the rate and efficiency with which it creates, upgrades, and deploys them in particular industries.The most important factors of production are those that involve sustained and heavy investment and are specialized. Basic factors, such as a pool of labour or a local raw-material source, do not constitute an advantage in knowledge-intensive industries. Companies can access them easily through a global strategy or circumvent them.Contrary to conventional wisdom, simply having a general work force that is high school or even college educated represents no competition. To support competitive advantage, a factor must be highly specialized to an industry's particular needs-a scientific institute specialized in optics, a pool of venture capital to fund software companies. These factors are more scarce, more difficult for foreign competitor to imitate-and they require sustained investment to create.Nations succeed in industries where they are particularly good at factorcreation. Competitive advantage results from the presence of world-class institutions that first create specialized factors and then continually work to upgrade them. Denmark has two hospitals that concentrate in studying and treating diabetes-and a world-leading export position in insulin. Holland has premier research institutes in the cultivation, packing , and shipping of flowers, where it is the world's export leader.What is not so obvious, however, is that selective disadvantages in the more basic factors can prod a company to innovate and upgrade-a disadvantage in a static model of competition can become an advantage in a dynamic one. When there is an ample supply of cheap raw materials or abundant labour, companies can simply rest on these advantages and often deploy them inefficiently. But when companies face a selective disadvantage, like high land costs, labour shortages, or the lack of local raw materials. They must innovate and upgrade to compete.Implicit in the oft-repeated Japanese statement, "We ate an island nation with no natural resources," is the understanding that these deficiencies have only served to spur Japan's competitive innovation. Just-in-time production, for example, economized on prohibitively expensive space. Italian steel producers in the Brescia area faced a similar set of disadvantages: high capital costs, high energy costs, and no local raw materials. Located in Northern Lombardy, these privately owned companies faced staggering Logistics costs due to their distance from southern ports and the inefficiencies of the state-owned Italian transportation system. The result: they pioneered technologically advanced minimills that require only modest capital investment, use less energy, employ scrap metal as the feedstock, are eddicient at small scale, and permit producers to locate close to sources of scrap and end use customers. In other words, they converted factor disadvantage into competitive advantage.Disadvantages can become advantages only under certain conditions. First , they must send companies proper signals about circumstances that will spread to other nations, thereby equipping them to innovate in advance of foreign rivals. Switzerland, the nation that experienced the first labour shortages after World War II, is a case in point. Swiss companies responded to the disadvantage by upgrading labour productivity and seeking higher value, more sustainable market segments. Companies in most other parts of the world, where there were still ample workers, focused their attention on other issues, which resulted in slower upgrading.The second condition for transforming disadvantages into advantages isfavorable circumstances elsewhere in the diamond-a consideration that applies to almost all determinants. To innovate, companies must have access to people with appropriate skills and have home-demand conditions that send the right signals. They must also have active domestic rivals who create pressure to innovate. Another precondition is company goals that lead to sustained commitment to the industry. Without such a commitment and the presence of active rivalry, a company may take an easy way around a disadvantage rather than using it as a spur to innovation.For example, U.S. Consumer-electronic companies, faced with high relative labour costs, chose to leave the product and production process largely unchanged and move labour-intensive activities to Taiwan and other Asian countries. Instead of upgrading their sources of advantage, they settled for labour-cost parity. On the other land, Japanese rivals, confronted with intense domestic competition and a mature home market, chose to eliminate labour through automation. This led to lower assembly costs, to products with fewer components and improved quality and reliability. Soon Japanese companies were building assembly plants in the United States-the place U.S. Companies had fled.The Diamond of National AdvantageWhy are certain companies based in certain nations capable of consistent innovation? Why do they ruthlessly purse improvements, seeking an ever more sophisticated source of competitive advantage? Why are they able to overcome the substantial barriers to change and innovation that so often accompany success?The answer lies in four broad attributes of nation, attributes that individually and as a as system constitute the diamond of national advantage, the playing field that cach nation establishes and operates for its industries. These attributes are:1.Factor conditions. The nation's position in factor of production, such as skilled labour or infrastructure, necessary to compete in a given industry.2.Demand conditions. The nature of home-market demand for the industry's product or service.3.Related and supporting industries. The presence or absence in the nation of supplier industries and other related industries that are internationally competitive.4.Firm strategy, structure, and rivalry. The condition in the nation governing how companies are created, organized, and managed, as well as the nature of domestic rivalry.These determinants create the national environments in which companies are born and learn how to compete. Each point on the diamond and the diamond as asystem affects essential ingredients for achieving international competitive success: the availability of resources and skills necessary for competitive advantage in an industry ; the information that shapes the opportunities that companies perceive and directions in which they deploy their resources on companies; and most important, the pressures on companies to invest and innovate.When a national environment permits and supports the most rapid accumulation of specialized assets and skills sometimes simply because of greater effort and commitment companies gain a competitive advantage. When a national environment affords better ongoing information and insight into product and process needs, companies gain a competitive advantage. Finally, when the national environment pressures companies to innovate and invest, companies both gain a competitive advantage and upgrade those advantages over time.译文国家竞争优势资料来源:哈佛商业评论作者：迈克尔.波特一个国家的繁荣是由后天创造出来的，而不是天生的。
美国管理学杂志(AMJ)-研究领域和选题细目
美国管理学杂志(Academy of Management Journal)－投稿与评论主题编码指南Instructions for Electronic Submission & Reviewer Topic Codes美国管理学杂志(AMJ)--Code Keyword Name1 Theoretical Perspectives1 1 Agency theory1 2 Attribution theory1 3 Behavioral Decision Theory1 4 Chaos theory1 5 Complexity theory1 6 Control theory1 7 Critical theory1 8 Cultural anthropology1 9 Cybernetics theory1 10 Ecological economics1 11 Equity theory1 12 Exchange theory1 13 Expectancy theory1 14 Feminist theory1 15 Game theory1 16 Goal-setting theory1 17 Human capital theory1 18 Image theory1 19 Impression management theory1 20 Industry-structure economics1 21 Institutional theory1 22 Interactionist theory1 23 International trade theory1 24 Leadership theories1 25 Learned helplessness1 26 Microeconomic theory1 27 Network theory1 28 Open systems theory1 29 Organizational/institutional economics1 30 Person-environment fit theory/person-organization fit theory 1 31 Philosophy of science and/or sociology of knowledge1 32 Population ecology theory1 33 Post-modern/ post-structuralist theory1 34 Power/politics1 35 Prospect theory1 36 Psychoanalytic theory1 37 Reinforcement theory1 38 Relative deprivation theory1 39 Resource dependence theory1 40 Resource based view1 41 Rhetorical theory1 42 Role stress theory1 43 Schema theory1 44 Signaling theory1 45 Social capital theory1 46 Social categorization theory1 47 Social cognition theory1 48 Social exchange theory1 49 Social learning theory1 50 Social information processing theory1 51 Social construction of organizational phenomena1 52 Social identity theory1 53 Status congruence theory1 54 Strategic contingencies theory1 55 Structural contigency theory1 56 Structuration theory1 57 Symbolic interactionism1 58 Theories of sustainable development1 59 Trait theory1 60 Transaction costs theory1 61 Other2 62 Research Methods2 62.1 Qualitative Orientation2 62.1.1 Ethnography2 62.1.2 Case2 62.1.3 Participant Observation2 52.1.4 Text/content analysis2 62.1.5 Other2 62.2 Quantitative Orientation2 62.2.1 Archival2 62.2.2 Survey2 62.2.3 Lab experiment2 62.2.4 Field experiment2 62.2.5 Action research2 62.2.6 Other2 62.3 Research Design2 62.3.1 Cross-sectional2 62.3.2 Longitudinal2 62.3.3 Panel/Pooled2 62.4 Analysis2 62.4.1 Structural equation modeling2 62.4.2 Meta-analysis2 62.4.3 Multi-level (e.j., HLM, WABA, RCM)2 62.4.4 Event studies2 62.4.5 Network analysis2 62.4.6 Traditional2 62.4.7 Other3 Topic Areas3 63 Management History3 64 Management education and development 3 65 Organizational behavior3 65.1 Individual Level of Analysis3 65.1.1 Attitudes/beliefs/ values3 65.1.2 Decision making3 65.1.3 Emotions & mood (e.g. stress, anger)3 65.1.4 Cognition and perception3 65.1.5 Perceptual issues3 65.1.6 Justice/fairness3 65.1.7 Person-Organization/Person-Environment fit3 65.1.8 Motivation3 65.1.9 Behavior3 65.1.9.1 Absenteeism3 65.1.9.2 Deviance/counter productive behaviors3 65.1.9.3 Turnover3 65.1.9.4 Impression management3 65.1.9.5 Whistleblowing3 65.1.9.6 Organizational citizenship behavior3 65.2 Group Level of Analysis3 65.2.1 Group/team emergent states3 65.2.1.1 Cohesion3 65.2.1.2 Collective efficacy3 65.2.1.3 Empowerment3 65.2.1.4 Potency3 65.2.1.5 Psychological saftey3 65.2.1.6 Trust3 65.2.2 Group/team characterisitics3 65.2.2.1 Composition/diversity3 65.2.2.2 Size3 65.2.2.3 Structure3 65.2.2.4 Norms3 65.2.2.5 Tasks (e.g. design, interdependence, complexity) 3 65.2.2.6 Virtual3 65.2.3 Group/team processes3 65.2.3.1 Boundary Management3 65.2.3.2 Conflict management3 65.2.3.3 Communication3 65.2.3.4 Coordination3 65.2.3.5 Decision making3 65.2.3.6 Formation & socialization3 65.2.3.7 Motivation3 65.2.3.8 Information processing3 65.2.3.9 Intergroup relations3 65.2.3.10 Leadership3 65.2.3.11 Social Networks3 65.2.3.12 Strategy formulation3 66 Business Policy and Strategy3 66.1 Strategic Management Process3 66.1.1 Competitive Surveilance/ intelligence3 66.1.2 Knowledge Management3 66.1.3 Plannings systems3 66.1.4 Strategic change processes3 66.1.5 Strategic control and reward systems3 66.1.6 Strategic decision making3 66.1.7 Strategy implementation3 66.1.8 Strategic vision/mission/goals3 66.2 Upper Echelons/ Corporate Governance3 66.2.1 Board of Directors3 66.2.2 CEO decision making3 66.2.3 CEO/TMT decision making3 66.2.4 CEO/TMT networks3 66.2.5 Compensation3 66.2.6 Executive succession3 66.2.7 Reputation3 66.2.8 Stakeholders3 66.2.9 Stockholders/investors3 66.2.10 Strategic leadership3 66.2.11 TMT Composition and Dynamics3 66.3 Corporate Strategy3 66.3.1 Corporate core competences3 66.3.2 Corporate diversification (e.g. portfolio, product, geographic) 3 66.3.3 Corporate restructuring3 66.3.4 Merger/Acquisition strategy and implemenation3 66.3.5 Multidivisional structures3 66.3.6 Multinational strategy3 66.3.7 Political strategies/government relations3 66.3.8 Vertical integration, contracting, make vs. buy3 66.4 Cooperative Strategy3 66.4.1 Alliance formation3 66.4.2 Alliance networks3 66.4.3 Managing strategic alliances3 66.5 Business and Competitive Strategy3 66.5.1 Business-level strategy3 66.5.2 Industry structure analysis3 66.5.3 Intra-industry structure/groups3 66.5.4 Competitive dynamics3 66.5.6 Competitor intelligence3 66.5.7 Functional strategies3 66.5.8 Business-level resources/capabilities3 67 Managerial Consultation3 68 Production and Operations Management3 68.1 Capacity Planning3 68.2 Computer-based production and information systems3 68.3 Facility layout and location3 68.4 International Operations Management3 68.5 Process technologies3 68.6 Production and inventory control3 68.7 Operations strategy3 68.8 Quality management3 68.9 Scheduling3 68.1 Supply chain management3 69 Organization and Management Theory3 69.1 Adaptation/Change3 69.2 Alliances/Inter-organizational Linkages3 69.3 Cognition3 69.4 Conflict-control3 69.5 Corporate Governance/Boards3 69.6 Culture3 69.7 Decision-making3 69.8 Design/Structure3 69.9 Ecology (Organizational and Population)3 69.1 Embeddedness3 69.11 Environmental components (conceptualizing and assessing) 3 69.12 Identity3 69.13 Information processing and Interpretive systems3 69.14 Innovation/Technology3 69.15 Interorganizational fields3 69.16 Knowledge Management3 69.17 Labor markets and mobility3 69.18 Organizational Learning3 69.19 Networks3 69.20 Organizational Demography3 69.21 Organizational Effectiveness3 69.22 Organizational life cycle3 69.23 Path Dependence3 69.24 Power/politics3 69.25 Reputation3 69.26 Reward and Incentive systems3 69.27 Restructuring/downsizing3 69.28 Risk3 69.29 Stakeholders3 69.30 Top management teams3 69.31 Trust3 70 Human Resource Management and Industrial Relations3 70.1 Recruitment, planning, & forecasting3 70.2 External staffing (selection, placement, & socialization)3 70.3 Internal staffing (careers, promotion, succession planning)3 70.4 Downsizing & layoffs3 70.5 Diversity management3 70.6 Training and development3 70.7 Performance evaluation & management3 70.8 International & cross-cultural HR management3 70.9 Employees rights & legislation3 70.10 Health & safety3 70.11 Strategic HRM (division & organizational level)3 70.12 Unionization/collective bargaining/labor relations3 70.13 HR information systems3 70.14 Work-related attitudes & behaviors (e.g. satifaction, absenteeism, & turnover) 3 71 Social Issues in Management3 71.1 Corporate corruption3 71.2 Corporate governance3 71.3 Corporate political action/strategy3 71.4 Corporate social responsibility3 71.5 Ecology and ecological issues3 71.6 Ethics and codes of conduct3 71.7 Stakeholder issues3 71.8 Crisis and issue management3 72 International Management3 72.1 Market entry strategies3 72.1.1 Determinants of entry mode3 72.1.2 International alliances and networks3 72.1.3 International joint ventures3 72.1.4 Cross-border mergers and acquisitions3 72.2 Managing functions globally3 72.2.1 International sourcing3 72.2.2 Global supply chain management3 72.2.3 International HR3 72.2.4 Global teams3 72.2.5 International R &D3 72.2.6 Global marketing3 72.2.7 Global innovation and new product development3 72.3 Managing the Multinational Enterprise3 72.3.1 MNE structure and processes3 72.3.2 Intergration-responsiveness issues3 72.3.3 Organizational learning in MNEs3 72.3.4 Headquarters-subsidiary relationships3 72.3.5 Knowledge management and transfer3 72.3.6 Corporate governance3 72.3.7 Top management teams3 72.4 Comparative management3 72.4.1 Cross-cultural management3 72.4.2 Entrepreneurship across countries3 72.4.3 National business practices/systems3 72.5 Policy environment3 72.5.1 Political risk analysis3 72.5.2 MNE -stakeholder relations, including government relations3 72.5.3 Emerging economies3 72.5.4 Privatization/deregulation of industries3 72.5.5 MNE impact on host countries3 72.5.6 Intellectual property rights3 72.5.7 Location, clusters, and national competitiveness3 73 Organizational Development and Change3 73.1 Narrative and discourse analytic studies of change3 73.2 Organizational diagnosis-intervention-outcomes (Organizational Development) 3 73.3 Political dynamics3 73.4 Resistance to change3 73.5 Role of change agents3 73.6 Creation/testing of Theories and Models of Change3 74 Organizational Communication and Information Systems3 74.1 Communication and information research methodology3 74.2 V erbal, nonverbal, and electronic communication3 74.3 V ertical, horizontal, and diagonal communication3 74.4 Inter-group and intra-group communication3 74.5 Communication networks3 74.6 Organizational adoption of communication and information technology 3 74.7 Communication and information strategy and policy3 74.8 Communication and organizational culture3 74.9 Interpersonal communication3 74.10 Managing information technology services3 74.11 Virtual teams, virtual work, and virtual organizations3 74.12 Managing information systems professionals3 74.13 E-communications3 74.14 Information systems development3 74.15 Electronic value systems, value chains, and value webs3 74.16 Knowledge work, knowledge workers, and knowledge networks3 74.17 IT infrastructure and/or governance of IT services3 74.18 E-Business, e-commerce, and e-markets3 75 Health Care Administration3 76 Public Sector Management3 77 Careers3 77.1 Career changes and transitions3 77.2 Global and cross-cultural careers3 77.3 Social changes and careers3 77.4 Organizational career systems3 77.5 Individual career planning and placement3 77.6 Internal labor market structures3 77.7 Careers over the working life-span3 77.8 Mentoring3 77.9 Diversity and careers3 78 Gender and Diversity in Organizations3 79 Entrepreneurship3 79.1 Founder characteristics3 79.2 Family enterprises3 79.3 New venture strategies3 79.4 International entrepreneurship3 79.5 Initial public offerings (IPOs)3 79.6 V enture capital3 79.7 Corporate entrepreneurship3 Governance3 79.8 Organizational life cycle (e.g. birth, survival, growth, death) 3 80 Technology and Innovation Management3 80.1 Strategic Management of Technology3 80.2 Innovation Processes3 80.3 Innovation Diffusion/Implementation/Use of Technologies 3 80.4 Technology Development Trajectories3 80.5 Intellectual Capital3 80.6 Product Development Strategies3 80.7 Management of Technical Projects3 80.8 Behaviors and Characteristics of Technical Professionals3 80.9 Technology Forecasting and Policies3 80.10 Information Technology3 80.11 Effects of New Technologies on Organizational Forms3 80.12 Integration of New Technology into the Organization3 81 Conflict Management3 81.1 Justice/injustice3 81.2 Negotiation3 81.3 Power/politics3 81.4 Third party intervention3 82 Managerial and Organizational Cognition3 82.1 Attention3 82.2 Attribution3 82.3 Decision-making3 82.4 Ideology3 82.5 Information Processing3 82.6 Learning3 82.7 Memory3 82.8 Mental Representations and Images3 82.9 Perceptual and Interpretive Processes3 82.10 Social Construction of organizational phenomena3 82.11 Use of symbols3 83 Critical Management Studies3 84 Management Spirituality and Religion3 85 Organizations and the Natural Environment10。
unit-10-dying-to-get-in原文
Unit 10 Dying to get inTwo weeks ago, President Bush toured the southwest and promised to spend more than ever before to stop illegal immigrants from crossing our 2,000-mile border with Mexico. It’s not the first time a president has pledged to do that. In there early 90s, the Clinton administration also vowed to tighten the US-Mexican border.Since then, the US government has tripled the budget for border control, spending a small fortune on surveillance technology, not to mention thousands of additional border patrol agents. All of that was supposed to make it harder for illegal immigrants to cross over in cities and towns along the border.And it did. So why are some of the same people who designed the strategy now saying it’s been a huge waste of taxpayers’ money? Because it’s done nothing to stop migrants from coming here illegally. What it has done, they say, is to force those migrants to cross remote and treacherous stretches of desert, where many are dying.Episode 2:The death toll is so high that the Border Patrol now has a special unit whose only job is to help migrants in trouble. Officer Garrett Neubauer has just received a distress call about 20 miles north of the border in southern Arizona.Neubauer: “ What we had is a person who walked out to one of the roads, flagged down some agents, waved them down and stated that he had left his friend out on the desert.”The migrant they’re looking for is an 18-year-old Mexican named Abran Gonzales, who has been wandering in the desert for seven days. Agents have narrowed the search area and have found one of his shoes. Neubauer: “ That’s what we’re looking for, and that’s why I wanted to see his shoe. Just to kind of get an idea of what his other shoe looks like. So I know what I’m looking for on the ground. It sounds to me like he’s kind of out of it. He’s dehydrated. His condition is going downhill, so he’s probably not thinking rationally.”Agent Neubauer has good reason to be concerned. We took a first-hand look at the paths taken by migrants through the desert this summer when temperatures 4 hovered above 100 degrees for weeks at a time. This year, the Border Patrol has reported a recorded 464 deaths, but by all accounts the number is much higher because of bodies that haven’t been found.Dr Bruce Parks is Tucson’s Medical Examiner.Correspondent: “How long have you been here?”Parks: “17 years.”Correspondent: “ Have you ever seen anything like this?”Parks: “No.”There are so many bodies, they won’t fit in the vaults in the corner’s morgue.When we visited, Dr. Parks had found a place to put an extra 60 bodies.Parks: “So this is the refrigerator truck that we had to rent at the cost of $1,000 a week…:Correspondent: “Because you don’t have enough room in there for the bodies, you have to put them in here?”Parks: “Right.”12 years ago, things were very different. Back then no migrants died in the desert. That’s because it was easier to come in through American cities along the border. Too easy, according to Mark Reed, who was the top immigration official in San Diego.Reed: “When I got there, our inspectors were hiding in the inspection booths for fear of stepping out and being run over, literally trampled by people running through the port of entry itself and through the booths where the cars were, over the top of immigration inspectors if necessary.”Correspondent: “How many would come at one time?”Reed: “There were groups of 500 people running up the southbound lanes of I-5.:Episode 3:These pictures are from back then. The migrants had figured out that if there were enough of them, most of them could get through. The stampeds occurred with such frequency that they became a public relations embarrassment to government officials. The Clinton administration decided something had to be done. Huge metal walls went up, high-tech surveillance systems were purchased—and they did seal off major cities along the border, but not the mountains and desert in between.Mark Reed helped shape the strategy.Reed: “We thought the mountains and the desert were going to be our friends in terms of this strategy. We thought that would deter entry through those places. And that those would be places that we would not have to worry about.”Correspondent：“Because it was so difficult to get through here?”Reed: “So difficult to get through there. Its’ so long and so expensive, it turned out to be our Achilles heel.”Correspondent:“Because that’s exactly where they went?”Reed:“That’s where the smugglers took them.”In this remote stretch of desert across from New Mexico, we met a smuggler and 11 young men preparing to enter the United States. The men rubbed garlic on their pants and shoes to ward off snakes. Then they crossed a three-foot barbed wire fence—each one carrying two gallons of water—nowhere near enough for a journey that could take five or six days. This year, about half a million illegal migrants will come from Mexico to live and work in the US, about twice as many as came before the border was fortified.Reed:“It actually encouraged more people to enter the country because what we did is we took away the ability of a worker to come into the country and cross back and forth fairly freely. So they started bringing their families in and actually domiciling in the United States with their entire family because they knew they couldn’t go back and forth.”More than 20 percent of the deaths n the desert this year were women and children. The Border Patrol recorded 1.1 million arrests this year, but often it’s the same people being arrested over and over again. That’s according to T.J. Bonner, who is the head of the Border Patrol agents union.Bonner: “I have caught the same group of people four times in one eight-hour shift.”Correspondent:“Four times in one eight-hour shift.”Bonner:“Four times.”Correspondent:“So you sent them back, they try to come in another way.”Bonner:“When I looked in the record log the next day, their names weren’t there. So I can only assume that they got by us on the fifth time.”Fortified fences like this one in Nogales, Arizona, protect only about five percent of the US-Mexican border.Correspondent: “If you look at the total number of illegal migrants coming into the country, do you think the number is more or less since this barrier went up?”Bonner:“It’s more.”Correspondent:“So, if more people are coming in today than were coming in before the fence went up, then all of the millions of dollars that went into building the thing was a waste of money.”Bonner:“I think that’s a fair assessment.”The US government has spent about $20 billion on border control over the past 12 years. But Republican Congressman Tom Tancredo insists the problem is that’s just not enough. He is sponsoring a bill that calls for more agents to remove illegal migrants where they work and to vastly increase border security.Rep Tancredo:“If you only put the fence, you know, for this five miles of the border, people will go around it, naturally. You have to secure your borders!”Correspondent: “So you would recommend sealing off the entire border, building fences all along the border?”Rep Tancredo: “ Absolutely.”Correspondent:“How much more should we spend?”Tancredo:“Whatever it takes.”Correspondent: :Billions more.”Rep Tancredo: “Billions more. Ed, why not? It is our job. It is what the federal government should be doing!”The University of California’s Wayne Cornelius, a national authority on immigration, predicted ten years ago that no matter what the government does to fortify the border, Mexican workers will still keep coming as long as there are jobs here for them.Cornelius:“ They can earn more in an hour of work in the United States that they could in an entire day in Mexico—if they had a job.”Correspondent: “I t’s very clear we are telling them not to come, and it should be very clear to them that if they do come through the desert, they are breaking the law.”Cornelius:“But we are sending them a very mixed message. The message that we’re sending them is if you can get past the obstacle course at the border, you’re essentially home free. You have pretty muchunrestricted access to our labor market and there are employers out there eager for your labor.”Episode 4About six million illegal migrants are now working in the US. The meatpacking industry is one of the many that rely on illegal immigrant labor. Seven years ago, the Immigration Service cracked down on illegal migrants in plants in Nebraska and Iowa.Mark Reed was in charge of the operation.Reed: “ What we did is we pulled together the meatpacking industry in the states of Nebraska and Iowa and brought them into Washington and told them that we were not going to allow them to hire any more unauthorized workers. Within 30 days over 3,500 people fled the meatpacking industry in Nebraska.”Correspondent:“So, this was a huge success. I mean you had thousands of illegal immigrants leaving.”Reed:“We proved that the government without doubt had the capacity to deny employment to unauthorized workers.”Correspondent: “What happened next?”Reed: “We were invited to leave Nebraska by the same delegation that invited us in. the bottom line issue was, please leave our state before you ruin our economy.”Correspondent:“You set up a program that results in thousands of illegal workers leaving.”Reed:“Yes.”Correspondent:“And the government officials that invite you in tell you to stop?”Reed:“The reason for that is that by putting that factory out of business, not only do we put the unauthorized workers out of business, but we’ve put United States citizens out of business and we destroy, we have the potential to destroy an entire community.”Correspondent:“The bottom line, though, seems to be that this illegal work force is important to oureconomy.”Reed: “Absolutely, it’s essential to our economy.”Correspondent: “So what are the taxpayers getting for the billions and billions of dollars that have been spent on securing the border?”Reed: “Getting a good story.”Correspondent: “But not a secure border.”Reed: “Do not have a secure border.”Episode 5:The latest attempt to secure the Mexican border is this $14 million pilotless drone, which scans the desert for intruders and potential terrorists. Fear of terrorism is the latest reason that large bipartisan majorities in Congress have voted to increase the Border Patrol’s budget.Spokesman: “This represents another step in our nations’ response to possible terrorists seeking entry into the United States.”Tancredo:“There are national security implications to porous borders. There really are. I mean, people who are coming into this country and who want to come into this country for very nefarious purposes, not just to come here to work at the 7-11…no, they’re coming for other purposes.”Correspondent:“How many terrorists have we caught on the Mexican border?”Cornelius:“Zero.”Correspondent; “Then maybe you could say that building all of these walls and fortifications and having thousands of border agents does work as a deterrent?”Cornelius: “They don’t need to come in that way. They can purchase the best forged documents in the world.The real danger is that they will come through our legal ports of entry with valid visas, just like the9.11 terrorists did.”They are now 11,000 Border Patrol agents, three times as many as there were 12 years ago. Only 1000 of them are assigned to find illegal migrants where they work. Nearly all spend their time making arrests and dropping migrants off on the Mexican side of the border.Reed: “Talk with anybody that may have been arrested out there in the desert. They’ll tell you, number one, I’m just coming here to get a job because you have a job to give me and you want me to be here for that job.I’m not doing anything really wrong. America wants me.”In the Arizona desert, Border Patrol Agent Neubauer gets word (that) 18-year-old Abran Gonzales, who had been wandering in the desert for seven days, has been found.Abran Gonzales had died of thirst just a few hours earlier.Neubauer:“I t’s hard to know that maybe you could have been out there to help this person, and just weren’t able to. But that’s something you have to deal with and move on.”Gonzalez came from this small town in southern Mexico. He’d gone to the US to earn enough money to buy a new tin roof for his parents’ house. The parents had borrowed $300 for Abran to make the trip, money the parents still owe.Casimira: “Here he is as a boy when he was 12 years old.”His cousin, Casimira Manuel, was the first to be told.Casimira:“The man from the consulate called and told me they found Abran in the Arizona desert and he was dead. He was a quiet kid. He never hurt anybody. He just wanted to work and come back home.The immigration issue poses a major political dilemma for President Bush in part because the Republican Party is split over what to do. Some party leaders prefer a get-tougher-approach along the border while many business-orientated Republicans say the economy needs migrant workers. President Bush is now offering a solution to please both. A drastic increase in spending to tighten the border and the largest ever guest worker program.。
英语跨境电商英语30题
英语跨境电商英语30题1. In cross-border e-commerce, “Fulfillment Center” means _____.A. 销售中心B. 物流中心C. 客服中心D. 采购中心答案：B。
“Fulfillment Center”常见释义为“物流中心”，A 选项“销售中心”常用“Sales Center”；C 选项“客服中心”常用“Customer Service Center”；D 选项“采购中心”常用“Procurement Center”。
2. Which of the following is the correct term for “海关申报” in cross-border e-commerce?A. Custom DeclarationB. Custom ReportC. Custom ApplicationD. Custom Registration答案：A。
“海关申报”常见表达为“Custom Declaration”，B 选项“Custom Report”通常指“海关报告”；C 选项“Custom Application”一般指“海关申请”；D 选项“Custom Registration”常表示“海关登记”。
3. In cross-border e-commerce, “Product Listing” refers to _____.A. 产品清单B. 产品描述C. 产品上架D. 产品评价答案：C。
“Product Listing”常见释义为“产品上架”，A 选项“产品清单”常用“Product List”；B 选项“产品描述”常用“Product Description”；D 选项“产品评价”常用“Product Review”。
4. What does “Drop Shipping” mean in cross-border e-commerce?A. 直接发货B. 代发货C. 批量发货D. 延迟发货答案：B。
The_challenge_of_globalization
The_challenge_of_globalizationAutomotiveThe four main challenges of globalizationthe entire automotive value chain is grow-ing by an average of 5 percent a year, while growth in the triad countries (North Ameri-ca, Western Europe and Japan) remains below 2 percent (Exhibit A). So far, however, European automotive suppliers account for a disproportionately low share of this development, with only a few having a truly global position. Although nearly all larger European suppliers now operate on three continents, they continue to gener-ate more than two-thirds of their sales in Europe (Exhibit B).Reflecting this situation, only the top com-panies in the sector rate their global posi-tioning as satisfactory to good. Most others rate it as poor. Small and medium-sized companies, in particular, have shied away from the risks associated with internation-alization, concerned that they might over-stretch their management capacities. Many suppliers, therefore, continue to focus on the European market and plan to broaden their horizon only if automaker customers raise the pressure to do so. Even then, they prefer to collaborate with local partners.1. Warding off competitors from low-wage countriesEuropean suppliers face new competitors from fast-growing markets in developing nations, particularly China and India. In-creasing price pressure and higher-than-average import duties as well as local sourcing quotas are forcing manufactur-ers to look for new suppliers in their local markets. Once their quality is up to par, manufacturers are likely to also exploit this price advantage for vehicles assem-bled in other locations.With components such as plastic parts (ash trays, air vents), chassis components, or simple to semi-complex electronic units, suppliers are likely to follow their Euro-pean customers to each location in order to prevent the emergence of new competitors (Exhibit C). However, with highly complex systems such as chassis electronics, or the transportation of expensive components such as large car body parts, this exodus is unlikely to materialize over the next few years.2. Winning over new customers outside of EuropeOne difficult task for automotive suppliers is to gain a foothold among Korean and Japanese automakers. The hurdles include different sales and customer retention ap-proaches as well as different development and continuous improvement processes.The growing automotive markets of China, India and Russia, by contrast, offer better op-p ortunities to acquire new customers. To be successful, though, suppliers must have asuitable product offering, a low-cost produc-tion base, and – at least over the mid term – their own local development capacities.3. Building a cost-efficient production and development networkFor the past few decades, more parts and components have been coming from Hun-gary, the Czech Republic, Poland, China, India and Korea. In these countries, wage costs are but one of many location-related factor costs. Aside from costs, suppliers should also consider such aspects as access to cheap capital or investment aid, proximity to the customer, the level of competition, flexibility of production, and the climate for establishing local R&D resources (Exhibit D).4. Sourcing in low-cost countriesCommunication and cultural barriers, as well as complex logistics chains and pro-cesses, make procurement in emerging markets difficult. Overstretched regional infrastructure and delays in customs pro-cessing can cause volatile delivery perfor-mance and drawn-out transit times. This leads to higher inventories, which in turn may eliminate much of the theoretical procurement advantage.Companies that manage to get these prob-lems under control can realize cost savings of between 20 and 40 percent with select components. Since component costs flow through directly to product costs, superior sourcing can substantially improve a sup-plier’s competitive position.The Oliver Wyman approach:Five steps toward an optimized global market position1Develop a deep understanding of markets, customers, and competitorsMajor automotive manufacturers focus on quality and premium positioning based on a wide range of safety, performance, comfort, and entertainment features. Manufacturers from emerging markets, by contrast, emphasize basic mobility at the lowest price. Con-sider the Nano from India’s Tata Motors, which is brought to the Indian market for the equivalent of 2,150 U.S. dollars (100,000 Indian Rupees). In India, small and micro-cars are the largest and fastest-growing market segment, with a more than two-thirds share of total annual vehicle production. So far, European suppliers are hardly present in this key growth market.To win over new customers in emerging markets, suppliers must develop an in-depth understanding of local customer needs – those of both the automakers and end-users. They should also know the details of the local supplier landscape A detailed, fact-based analysis will lead to a discussion of possible approaches, such as how to address unsolved problems of the local OEMs; how to find locations that can fill local sourcing require-ments, and which engineering offers can help improve the quality and performance of local producers.2Optimize global product and customer portfoliosA detailed analysis of customers and end-users also can help shape specific moves to increase market share and optimize the product mix. It will highlight technological risks and areas of weakness, such as over-engineering components.Suppliers should also aim to improve the ratio of profitable to unprofitable customers, which tends to run 20:80. Insufficient profitability stems from poor bargaining positions, undifferentiated products, inadequate sales processes, or missed service opportunities. All these areas can be addressed with dedicated improvement measures. In addition, a global view of the product and customer portfolio will reveal uncharted territory for regional expansion efforts.0.81.54.75.4Production in million carsIndiaGermanySource: Pro Car (2008), Oliver Wyman analysisLocal market know-how – example: IndiaDifferences between India and Germany as percentage of total car production, 2002 to 2007Define a global footprintGlobalization obviously entails a new spatial distribution of resources and organizational structures. The international network of production locations, development centers, and sales points may have to adapt to requirements that conflict within and among regions. These requirements may include the issues of proximity to customers and suppliers, cost structures, infrastructure, response times, product quality, employee qualification and local know-how, the region’s attractiveness, currency stability, and taxation.An in-depth analysis of local conditions should weigh all these factors as well as different cultural and leadership styles. This effort is important, as success in global markets depends on building a flexible, high-quality organization.Create a global supply chainGlobal sourcing should use the differences in various countries’ economic development and capacities to procure goods and services at minimal cost. Often this means adding new components to classic sourcing processes, including customs clearance management, additional currency hedging, intensified quality assurance, or stricter oversight of humane working conditions.Improve market access and know-how through mergers and acquisitionsSuppliers must position themselves to use the sales, production, and supply opportunities available in other countries to propel their own growth. This can be accelerated through mergers and acquisitions (M&A) that allow a supplier to gain market access, market share, know-how and technologies, qualified employees, and local brands.The success of M&A will depend, of course, on a solid strategy as well as the right target company, and a careful post-merger integration process that incorporates cultural criteria.The recent Oliver Wyman study “Mergers and Acquisitions in the Automotive Supply Industry” shows that transactions tend to be markedly more successful in the automotive supply industry than in other sectors. Announcements of business combinations lead to a share-price increase of an average 1.6 percent, significantly higher than in other sectors.345Oliver Wyman as a partner for globalization strategiesGlobalization is a key factor in the overall strategy of automotive suppliers. It is one of the major determinants of future viability in an increasingly competitive and international sectoral environment. Oliver Wyman’s Automotive Practice is a valuable partner in the development and implementation of comprehensive globalization strategies. Our sector experts in Europe, NAFTA, South America and Asia can draw on extensive project experi-ence in all the core issues such as designing global growth, product and market strategies, developing location scenarios, improving production networks, building low-cost-coun-try-sourcing strategies, and reorganizing multi-national sales networks. In contrast to many M&A and relocation experts, we are not solely interested in the realization of acqui-sitions or relocations, but will develop the best individual solution for our customers.2002ValueValueCAGR 2002-20152015Source: Oliver Wyman analysis, FAST 2015Production in emerging markets gains importance Value added in billions of euros68Source: Firm data, Oliver Wyman analysisNorth American suppliersEU suppliersAsian suppliersEuropean suppliers are still highly dependent on their domestic markets Regional sales of selected top 100 suppliers in percent, 2007OEMsSuppliers (local market)CAGR 2000-20071ForecastSource: China Automotive Industry Research, China Automotive Industry Year Book, Oliver Wyman analysisSuppliers (export)Increasing competition from new marketsSales of OEMs and suppliers in China in billions of U.S. dollarsSource: Oliver WymanTotal-cost approach for new production locationsEarnings growth potential and counter-effects as percentage of gross savings (illustrative)Exhibit AExhibit BExhibit CExhibit DC 1000 / 02/08Atlanta Barcelona Beijing Boston Calgary Chicago Cleveland Columbus Dallas Detroit Dubai Dusseldorf FrankfurtHamburg Hong Kong Houston Istanbul Leatherhead Lisbon London Madrid Melville Mexico City Milan MilwaukeeMontréal Munich New Delhi New York Paris Philadelphia Pittsburgh Portland Princeton San Francisco S?o Paulo Seoul Shanghai Singapore Stockholm Sydney Toronto Washington, D.C. Zurich With more than 3,300 professionals in over 40 cities around the globe, Oliver Wyman is an international managementconsulting firm that combines deep industry knowledge with specialized expertise in strategy, operations, risk management, organizational transformation, and leadership development. The firm helps clients optimize their businesses, improvetheir operations and risk profile, and accelerate their organizational performance to seize the most attractive opportunities. Oliver Wyman is part of Marsh & McLennan Companies [NYSE: MMC]. For more information, please visit: /doc/4e11a011a216147917112837.htmlFind out more about our Automotive Practice.We look forward to your call or your e-mail.Our automotive consultants have deep industry expertise and have supported the leading automobile manufacturers and suppliers in Europe, the United States, and Asia for many years. Our services span the value chain, from R&D to procurement, production, sales, after-sales services, and financial services.We cover both strategy (brand management, customer segmentation, market and technology analyses, productdevelopment, innovation management; sales and after-sales programs) and operations (purchasing, production optimi-zation, efficiency improvement, reengineering, turnaround management, and restructuring). In M&A, we offer a broad portfolio of services from seeking a partner to benchmarking, transaction support, and post-merger integration.? 2008 Oliver Wyman. All rights reserved. ContactMunichLars Stolz, lars.stolz@/doc/4e11a011a216147917112837.html +49 89 939 49 434Jan Dannenberg, jan.dannenberg@/doc/4e11a011a216147917112837.html +49 89 939 49 473DetroitJohn Lucci, john.lucci@/doc/4e11a011a216147917112837.html +1 248 649 55 42 204ParisRémi Cornubert, remi.cornubert@/doc/4e11a011a216147917112837.html +33 1 450 23 395S?o PauloMiguel Mateus, miguel.mateus@/doc/4e11a011a216147917112837.html + 55 11 55 01 11 00SeoulHosuk Chung, hosuk.chung@/doc/4e11a011a216147917112837.html +82 2 399 5522ShanghaiRaymond Tsang, raymond.tsang@/doc/4e11a011a216147917112837.html +86 21 6103 5550E 511。
Cross-border M&A (JIM)
Theoretical foundations of cross-border mergers and acquisitions:A review of current research andrecommendations for the futureKatsuhiko Shimizu a,*,Michael A.Hitt b,1,Deepa Vaidyanath c,2,Vincenzo Pisano d,3aDepartment of Management,The University of Texas at San Antonio,6900North Loop 1604West,San Antonio,TX 78249-0634,USAbMays Business School,Texas A&M University,College Station,TX 77843-4221,USA cW.P .Carey School of Business,Arizona State University,Tempe,AZ 85287,USAdUniversity of Catania,Corso Italia,55,I-95129-Catania,ItalyAvailable online 24July 2004AbstractCross-border mergers and acquisitions (M&As)have gained in popularity over the last decade.However,research on this type of diversification strategy has not kept pace with this trend.While there is considerable research in the area,it is unfortunately fragmented,leaving gaps that need to be addressed.Herein,we examine the theoretical perspectives and research findings on cross-border M&As from three perspectives:cross-border M&As as a (1)mode of entry in a foreign market,(2)dynamic learning process from a foreign culture,and (3)value-creating strategy.Current empirical research on this topic is also tabulated and grouped by theoretical stream to indicate major findings.Most importantly,we identify gaps in the literature and highlight five important research issues that provide directions for future research.D 2004Elsevier Inc.All rights reserved.Keywords:Cross-border M&As;Diversification;Theoretical foundation1075-4253/$-see front matter D 2004Elsevier Inc.All rights reserved.doi:10.1016/j.intman.2004.05.005*Corresponding author.Tel.:+1-210-458-5380;fax:+1-210-458-5783.E-mail addresses:kshimizu@ (K.Shimizu),mhitt@ (M.A.Hitt),deepa.vaidyanath@ (D.Vaidyanath),vpisano@unict.it (V .Pisano).1Tel.:+1-979-458-3393;fax:+1-979-845-3420.2Tel.:+1-480-965-3134;fax:+1-480-965-8314.3Tel.:+39-095-375.344;fax:+39-095-370.574.Journal of International Management10(2004)307–3531.IntroductionMergers and acquisitions (M&As)have long been a popular strategy for firms and represent an important alternative for strategic expansion.Technological development and globalization have vastly contributed to the popularity of M&As and cross-border M&As.In the decade of the 1990s (the so-called fifth merger wave),the popularity of this strategy increased tremendously.Acquisitions completed in 1997alone were valued at more than all acquisitions during the 1980s (Hitt et al.,2001a,b).In 1998,worldwide M&A activity totaled more than US$2trillion in terms of the stock value of the transactions announced (Child et al.,2001).Furthermore,the total value of deals completed between 1998and 2000was nearly US$4trillion,which is more than the total value of all deals completed during the preceding 30years (Henry,2002).And,while the overall M&A market follows a cyclical nature—and has cooled since the heyday of the late 1990s—the total number of worldwide M&As has been increasing recently at a rapid rate.This can be attributed to the dynamic nature of international trade.The consolidations of industries and regions have also contributed to the overall number and value of M&As worldwide to continuously increase.While the majority of M&As involve two firms within the same country,over 40%of the M&As that were completed between 1999and 2000involved firms headquartered in two different countries (Hitt et al.,2001a,b).The increasing globalization of business has heightened the opportunities and pressures to engage in cross-border M&As (Hitt,2000;Hitt et al.,1998a,b).Cross-border M&As pose tremendous challenges,in particular,at the post-acquisition stage (Child et al.,2001).Recent evidence suggests that they are not highly successful.For instance,a study by KPMG found approximately that only 17%of cross-border acquisitions created shareholder value,while 53%destroyed it (Economist ,1999).Given the increasing number of cross-border M&As and their growing importance in the global market,a better understanding of the opportunities and challenges for firms following this strategy is required.While the occurrence of cross-border M&As has grown dramatically in the last few years,academic research on this type of strategic action has not kept pace with the changes.A review of the academic literature suggests that the results are fragmented across various disciplines,including strategic management,international business,human resource man-agement,and finance.In fact,this subtopic has not been universally recognized as warranting distinctive examination separate from (domestic)M&As,in general.Presum-ably,this is the reason why Werner (2002)did not include cross-border M&As when identifying 12distinct topics in the review of international management research between 1996and 2000.Nevertheless,research on cross-border M&As has focused on a number of important issues,such as mode of foreign direct investment (FDI)or entry (Andersen,1997;Barkema and Vermeulen,1998;Brouthers and Brouthers,2000;Hennart and Reddy,1997;Kogut and Singh,1988;),performance outcomes from acquisitive entry (Brouthers,2002;Li and Guisinger,1991;Nitsch et al.,1996),and shareholders’wealth creation by the cross-border M&As (Datta and Puia,1995;Harris and Ravenscraft,1991;Kang,1993;Markides and Ittner,1994;Morck and Yeung,1992).Recently,more attention has been paid to post-acquisition issues such as integration processes (Child et al.,2001;Inkpen et al.,2000;Lubatkin et al.,1998;Olie,1994;Weber et al.,1996),integration processes from an employee viewpoint (Risberg,2001),post-acquisition turnover of acquired firm executivesK.Shimizu et al./Journal of International Management 10(2004)307–353308K.Shimizu et al./Journal of International Management10(2004)307–353309 (Krug and Hegarty,2001;Krug and Nigh,2001),post-acquisition performance of acquired (Very et al.,1997)and acquiring firms(Larsson and Finkelstein,1999;Morosini et al., 1998),and the resulting knowledge transfer and organizational learning(Bhagat et al.,2002; Bresman et al.,1999;Vermeulen and Barkema,2001).Because of the growing importance and popularity of cross-border M&As,this study provides a review of the extant literature across different areas,with an explication of the theoretical bases used.Furthermore,we identify potential areas for future research.First,we compare important issues regarding domestic and international M&As to identify the differences,if any.Next,we examine the current research from the perspectives of cross-border M&As as a mode of entry,as a dynamic learning process,and as a value-creating(or destroying)strategy.In each section,we highlight the different theoretical perspectives adopted by scholars and emphasize important issues that require further examination. Finally,we summarize the literature and present implications for future research.The three tables summarize the main empirical research on cross-border M&As.Herein,we define cross-border M&As as those involving an acquirer firm and a target firm whose headquarters are located in different home countries.However,it is important to note that‘‘M&As of companies with their headquarters in the same country,although normally classified as domestic,often have cross-border issues of concern when they integrate operations located in different countries’’(Child et al.,2001,pp.7–8).Cross-border M&As are an implementation instrument for the firm’s international diversification strategy(internationalization).Cross-border M&As have been motivated by the necessary search for new opportunities across different geographic locations and markets in a turbulent and continuously changing environment.2.Cross-border mergers and acquisitionsThere is evidence suggesting that the rate of cross-border M&As is growing rapidly.In 1999,cross-border M&As were valued at approximately US$1.4trillion(nearly40%of the overall acquisitions for that year),doubling the value of the preceding year(Hitt et al., 2001a,b).Several factors are responsible for fueling the growth of cross-border M&As. Among these factors are the worldwide phenomenon of industry consolidation and privatization,and the liberalization of economies.The dynamics of cross-border M&As are largely similar to those of domestic M&As. However,due to their international nature,they also involve unique challenges,as countries have different economic,institutional(i.e.,regulatory),and cultural structures (Hofstede,1980;House et al.,2002).Cross-border M&As can be used to access new and lucrative markets,as well as expand the market for a firm’s current goods.Martin et al. (1998)found that suppliers often follow the international expansion of the related buyers. This is a strategic move to ensure that the transplanted buyer does not start a relationship with an alternate foreign supplier,which could later threaten the current supplier in its own domestic market.Thus,international M&As may be motivated to take advantage of a new opportunity or to avoid a possible future threat.Moreover,acquisitions of firms head-quartered in other countries present an especially good opportunity for the acquiring firm to learn new knowledge and acquire new capabilities.The pursuit of cross-border M&As is not without challenges.Firms engaging in cross-border M&As are faced with unique risks such as ‘‘liability of foreignness’’(Zaheer,1995)and ‘‘double-layered acculturation’’(Barkema et al.,1996).Differences in national culture,customer preferences,business practices,and institutional forces,such as government regulations,can hinder firms from fully realizing their strategic objectives.Uncertainty and information asymmetry in foreign markets make it difficult for firms to adjust and learn from both the local market and target firm (Kogut and Singh,1988;Zaheer,1995).Thus,liability of foreignness and double-layered acculturation serve as barriers to learning new knowledge and capabilities in a cross-border M&A.In pursuing cross-border M&As,firms consider various conditions,including country-,industry-,and firm-level factors,which relate both to the acquiring and to the target firm.At national and industry levels,factors such as capital,labor,and natural resource endowments,in addition to institutional variables such as the legal,political,and cultural environment,are highly significant.At the firm level,organizations pursuing an internationalization strategy need to identify and evaluate potential targets to acquire in the host countries.After completing an acquisition,firms generally must integrate the target firm into their operations to realize the potential value of their investment.Accordingly,in the following sections,we review the current literature on cross-border M&As in terms of cross-border M&As (1)as a mode of entry/diversification in a foreign market,(2)as a dynamic learning process,and (3)as a value-creating strategy.Historically,economic perspectives such as transaction cost economics (TCE)and ownership-location-internalization (OLI)framework have provided the dominant theoret-ical foundations on which cross-border M&A research was based (Dunning,1993;Williamson,1975).This is not surprising,given that cross-border M&As were often examined in the context of FDI,with emphasis on entry mode decisions and resulting wealth creation.A major focus in this research has been the uncertainty and risk associated with different national cultures and institutional settings.This stream of work emphasized minimization of the risks and inefficiencies in entering the foreign markets in which transaction costs played a key role.Recent research has examined the value of international expansion and cross-border M&As from the resource-based (RBV)and organizational learning perspectives (Barkema and Vermeulen,1998;Madhok,1997;Vermeulen and Barkema,2001).Moreover,attention has gradually changed from the antecedents of M&As to the processes and outcomes of post-M&A implementation.These aspects are crucial to the comprehension of M&As (Haspeslagh and Jemison,1991)but have not been carefully examined,particularly in international contexts (Child et al.,2001).TCE and OLI framework provide limited insights for M&A implementation processes.Given the increasing strategic importance of cross-border M&As,both from research and practitioner perspectives,we suggest that additional theoretical insights and broader foci of research are required.3.Cross-border M&As as a mode of entry in a foreign marketThere is an extensive literature on cross-border M&As as a potential mode of entry into a foreign market (e.g.,Andersen,1997;Brouthers and Brouthers,2000;Harzing,2002;K.Shimizu et al./Journal of International Management 10(2004)307–353310K.Shimizu et al./Journal of International Management10(2004)307–353311 Kogut and Singh,1988).In general,entry mode choices can vary among equity-based (e.g.,greenfield,acquisition,joint ventures)and non-equity-based(e.g.,export,alliance) modes(Delios and Beamish,1999;Nakos and Brouthers,2002;Pan and Tse,2000).Greenfield ventures involve establishing wholly owned subsidiaries in new geographic markets.As such,they provide the highest form of control over internal resources and knowledge but are also likely to have the highest costs(Hennart and Park,1994).Costs involve both establishing the physical facilities and also building the relationships and networks with suppliers,distributors,and government units necessary to operate effec-tively in the new environment(Andersson et al.,1997).Acquiring a foreign existing business allows the acquiring firm to obtain its resources, such as its knowledge base,technology,and human resources,and gain access to markets and to key constituencies at the local level.Cross-border M&As also provide high control over assets,which is less than that accorded by greenfield ventures but more than that provided by international alliances(Newburry and Zeira,1997).M&As may be initiated to internalize an activity to reduce or avoid transaction costs.International alliances provide access to important resources,along with the opportu-nity to share the costs and risks of entering new foreign markets.Therefore,when forming an alliance,the costs and risks to the firm are moderate relative to the other equity-based modes of entry.However,alliances offer lower control to the participating firms and require substantial transaction costs(cooperation and coordination)to realize their benefits.Extant research suggests that the choice of a cross-border M&A as a mode of entry into a foreign market is often influenced by(1)firm-level factors such as multinational experience,local experience,product diversity,internal isomorphism,and international strategy;(2)industry-level factors such as technological intensity,advertising intensity, and sales force intensity;and(3)country-level factors such as market growth in the host country,cultural idiosyncrasies between the home and host countries,and the specific culture of the acquiring firm’s home country(particularly in terms of uncertainty avoidance and risk propensity).Accordingly,some researchers found that industry-and country-level factors,such as high or low market growth(Brouthers and Brouthers,2000;Hennart and Reddy,1997), low cultural distance between home and host countries,and low uncertainty avoidance in the home country(Kogut and Singh,1988),increase the likelihood of entry via acquisitions.Furthermore,firm-level factors,such as the degree of product diversification (Wilson,1980;Brouthers and Brouthers,2000),multinational(Harzing,2002)and local experience(Barkema and Vermeulen,1998),relative investment size(Brouthers and Brouthers,2000;Kogut and Singh,1988),and relatively late entrance into foreign markets (Wilson,1980),are also positively associated with acquisitions.Nonetheless,using various theoretical frameworks,some scholars reported mixed results.For example,product diversification(Barkema and Vermeulen,1998)and multinational experience(Barkema and Vermeulen,1998;Brouthers and Brouthers, 2000;Wilson,1980)have been found to be positively associated with greenfield start-ups over acquisitions.Some others(Kogut and Singh,1988)found that those same factors had no effects on the entry mode choice.Some of the key research findings are summarized in Table1.Table1Summary of empirical research on cross-border M&As as a mode of entryTheoretical perspective Study Sample DependentvariableIndependentvariableControlvariableKey findingsRBV AnandandDelios(2002)2175entriesby British,German,andJapanese firmsinto the U.S.between1974–1991Mode of entry(acquisitionvs.greenfield),JV wasexcluded(less than10%)Country level:relativetechnologicalintensity ofhome/hostcountry,advertisingintensity(host),sales forceintensity(host)Technologicalintensity(host),technologicalintensity(host+home),industry size,industrygrowth,U.S.concentration,home concentration,country dummy,industry dummy,year dummyRelative(not absolute)R&D intensity,ad intensity,and sales force intensity increase the likelihoodof acquisitions.Within sectors in which firms aremaking capability-seeking investments,theacquisition propensity is influenced by the absolutetechnological position of the sector.Brandmotivates acquisitions only in sectors in whichforeign firms are making investments that exploita relative technological advantage.TCE HennartandReddy(1997)175entriesof Japanesefirms in themanufacturingindustry intothe U.S.in1978,1989Mode of entry(acquisition58%vs.JV42%)Firm level:indigestibility(size anddivisionalizedstructure)(D),experiencein the U.S.(#of years),cultural difference,target relatedness,parent relatednessNONE Joint ventures are preferred over acquisitions whenthe desired assets are‘indigestible’,i.e.,when theyare commingled with nondesired assets because theU.S.firmK.Shimizuetal./JournalofInternationalManagement10(2004)307–353312(continued on next page)Industry level:target industry concentration,target industry growthowning them is large and not divisionalized.Joint ventures are also chosen when the Japanese investor has had no previous experience of the American market and hence seeks to avoid postmergerintegration problems,when the Japanese investors and the U.S.partner manufacture the same products,and when the industry entered is growing neither very rapidly nor very slowly.TCEPan and Tse (2000)14,080businessactivities by foreign firms inEntry mode –Equityvs.nonequity –Variations within Host country factor:location factor,risk factor (credit risk rating)Annual import/export ratio of China versus the whole world of the home The choice of entry modes can be a hierarchicalprocess that begins with a decision between equity and nonequity modes.At this point,macro-level China between 1979–1998equity and nonequity modesHome country factor:risk orientation (uncertainty avoidance),power distance country,annual import/export ratio of each home country versus the whole worldfactors often play a role.At a lower level,managers focus on more micro-level factors such as specific contract terms,human resource issues,and distribution channels.K.Shimizu et al./Journal of International Management 10(2004)307–353313Table1(continued)Theoretical perspective Study Sample DependentvariableIndependentvariableControlvariableKey findingsHost and homecountry:interactionbetween hostand home countries(size of tradeand length ofdiplomatic tie)Industry factor:advertiseintensity andasset turnoverInstitutional theory Harzing(2002)287subsidiariesof104firmsbetween1995–1996Mode of entry(acquisitionvs.start-up),control,expatriates,localresponsivenessFirm level:internationalstrategy(globalvs.multidomestic)R&D intensity,diversification,foreign experience,cultural distance,relative size,yearof investmentMultidomestic strategy,relative size andforeign experience are associated with acquisitionentry mode.R&D intensity and cultural distanceare positively related to greenfield start-up entrymode.K.Shimizuetal./JournalofInternationalManagement10(2004)307–353314(continued on next page)Davis et al.(2000)129business units of U.S.firms in pulp and paper industryMode of entry (wholly owned,export,mixed),based onbusiness unit’s percentage of salesFirm level:internalisomorphism (level ofinterdependence,level of autonomy of SBU)Country level:host Strategy (cost vs.differentiation),international experience(number of years in foreign countries)Business units that are highly influenced by their parent firm’s institutional norms tend to use wholly owned entry modes,while business units that are influenced more by host-country environmental factors tend to use export as their entry mode.Parent company characteristics,namely its focus on internal isomorphism,are more important than host country factors in determining entry mode choice (252).country environment conditions(nine variables)Organizational learning Barkema andVermeulen (1998)829foreign expansion by 25Dutch firms between 1966–1994Mode of entry (acquisition vs.start-up)Firm level:multinational diversity (numberof countries),product diversity (three digit SBI)Ownership,ROE,firm size,cultural distance,local experience (number ofpervious entries),GNP,country risk,time dummy,firm dummyMultinational diversity is associated with start-ups rather than acquisitions.Product diversity has a curvilinear effect on the selection of start-ups and the effects are moderated by multinational diversity.Local experience is associated with acquisition.K.Shimizu et al./Journal of International Management 10(2004)307–353315Table1(continued)Theoretical perspective Study Sample DependentvariableIndependentvariableControlvariableKey findingsMultiple: TCE, RBV HennartandPark(1993)214Japanesesubsidiariesset up byacquisitionor greenfieldventuresbetween1978–1980and1984–1987in the U.S.Mode of entry(acquisition,greenfield),the degree ofpost-acquisitionproblemsFirm level:R&Dintensity,hostcountry experience,objective ofentry(i.e.,diversification),the degree ofdiversification,advertisingintensity,thedegree of humanresource endowment,relative size ofsubsidiary,thedegree of leverage,commonness ofproductsParent’s levelof ownershipon thesubsidiary,combinedimpact ofconcentrationand growthrate in the targetindustry(D)Strong Japanese investors choose to enter theU.S.market by greenfield entry,while weakJapanese investors tend to enter the U.S.market byacquisition.Japanese firms choose acquisitionswhen the market has either very high or lowgrowth,relative size of entry is large,and entry isinto a different industry.Country level:exchange rate,host countrymarket growth,existence of otherJapanese firmsIndustry level:concentration ratioK.Shimizuetal./JournalofInternationalManagement10(2004)307–353316(continued on next page)Multiple:TCE,institutionaltheory,nationalculturaldifferences Kogut and Singh (1988)228U.S.entries by foreign firms between 1981–1985Mode of entry (JV ,acquisition,greenfield)Country level:cultural distance,uncertainty avoidanceDiversification,country experience,multinational (number of countries),asset size,R&D,Adv.,manufacture or service Diversification,country experience,and multinational experience have no significant impact on mode of entry.Cultural distance and uncertainty avoidance increase the likelihood of choosing JV or greenfield over acquisition.BrouthersandBrouthers(2000)136Japanese entries to western Europeafter 1980Mode of entry (acquisition vs.start-up)Firm level:relative investment size (number of employees),firm’s technologicalintensity (R&Dexpenditure tototal sales),multinationalexperience(export ratio ofparent),degreeof diversification,product relatednessNONE Technology intensity,multinational experience,market growth,and uncertainty avoidance are positively related to entry by greenfield.Firm iversity and product relatedness are positively related to entry by acquisition.Country level:market growth,cultural distance,market with highuncertaintyavoidance K.Shimizu et al./Journal of International Management 10(2004)307–353317Table1(continued)Theoretical perspective Study Sample DependentvariableIndependentvariableControlvariableKey findingsMultiple: TCE, institutional theory, national cultural differences Brouthers(2002)178foreignentries ofEU firmsin1995(1)Entrymode(whollyowned,JV),(2)subjectivemeasure ofperformance(financial/non)Country level:general transactioncosts,investmentrisk,legalrestrictions,market potential,(mode of entry)Firm size(number oftotal employees),internationalexperience(number ofyears operatingoutside of home),industry typeGeneral transaction cost variables are positivelyrelated to wholly owned firms whose mode choicecould be predicted by the extended transaction modelperformed significantly better...than did firms whosemode choice could not be predicted by the extendedtransaction cost model(203).Firm level:assetspecificityMultiple: productlife-cycle theory, institutional theory Wilson(1980)187U.S.MNCbetween1900–1967,202foreignMNCbetween1900–1971Acquisitionratio(thenumber ofacquisitionsdividedby totalsubsidiaries)Firm level:the degree ofdiversification,length of foreignexperience,a ratio ofimplantationsin less developedcountries,a ratio of thenumber ofimplantationbefore1960Nationality(D)Firms with greater diversification demonstrated ahigher propensity of acquisition.Foreign experienceand the ratio of pre-1960implantation are associatedwith lower tendency of acquisition.Higher percentageof implantation in LCD is associated with lower ratioof acquisition(D)Indicates dummy variable.K. Shimizu et al. / Journal of International Management 10 (2004) 307–353 318K.Shimizu et al./Journal of International Management10(2004)307–353319 3.1.Theoretical perspectives on cross-border M&As as a mode of entryGiven the inherent risks of entering foreign markets(Johanson and Vahlne,1977;Lee and Caves,1998),such as information asymmetry(Kogut and Singh,1988)or liability of foreignness(Zaheer,1995),researchers have used various theoretical lenses to explain the entry mode choice(Andersen,1997),although the majority have employed the TCE/ OLI framework(Dunning,1993;Williamson,1975).Using the transaction as a unit of analysis,researchers suggested that firms adjust to the country and industry environ-ments through appropriate entry modes(Andersen,1997;Pan and Tse,2000).The choice of the best entry mode for a successful internationalization strategy is determined by several firm-,industry-,and country-level(i.e.,cultural and institutional)factors. However,different theoretical frameworks have examined the influences from each of the factors differently.3.1.1.Firm-and industry-level factors influencing the choice of a mode of entryAt the strategic level,the mode of entry is influenced by the motives underlying the diversification action.If the investors desire complementary resources,an important determinant of the choice is the qualities of resources and their complementarity to the firms’current resource portfolio,as well as their degree of embeddedness in the targeted organization.For example,Hennart and Reddy(1997)employed a theoretical framework based on TCE and found that,when investing firms are primarily interested in a part of the target assets,they should choose an acquisition only if they can be disentangled from the other‘‘less interesting’’assets(the so-called‘‘digestibility’’of assets).The ability to separate the complementary assets from the others may be dependent on the organizational form of the target.Therefore,if the target firm is divisionalized,perhaps,the investor could acquire only the specific division whose assets are of major interest.On the contrary, if the assets are strictly embedded and distributed across the organization,a more rational choice would be investing in a joint venture.Consistent with Madhok’s(1997)call for examining the value side of the entry mode selection,recent research explicitly incorporates the importance of firm resources.For example,by employing a resource-based perspective,Anand and Delios(2002)identified technological capabilities that are fungible across countries,and brand and sales capabil-ities that are more specific to each market.Although their data were at the industry level, they argued that firms distinguish between capability-seeking and capability-exploiting acquisitions,depending on the availability and importance of the different types of resources.The types of resources most commonly valued by investing firms are intangible and, mainly knowledge-based resources.However,identifying and managing intangible assets, such as technological capabilities and brand name,can be extremely difficult for investing firms.As such,equity-based modes seem to be preferred in industries where intangible assets are important and R&D and advertising intensity are high(Delios and Beamish, 1999).By employing an organizational learning perspective,Vermeulen and Barkema(2001) argued that cross-border M&As are pursued to expand the knowledge base of the firm.They suggested that the exploitation of the firm’s knowledge base through greenfield ventures。
10-MNCs
<Ch. 10> MNCs跨国公司and Global Production- Today's globalization has created new forms of global production.- 今天的全球化创造了全球生产的新形式。
- This chapter reviews the impact of such global productions on both MNCs and the societies within which they operate.- 本章回顾了这些全球性产品对跨国公司及其所在社会的影响。
MNCs = defined as corporations that have operations in two or more countries.跨国公司=被定义为在两个或两个以上国家开展业务的公司。
MNCs produce and distribute goods and services across national borders, plan their operations on a global scale; and spread ideas, tastes, and technology throughout the world. 跨国公司生产和分销跨越国界的货物和服务，在全球范围内规划其运作; 并在全球传播思想，品味和技术。
->These MNCs control global value chains. (가치사슬)- >这些跨国公司控制全球价值链。
（가치사슬）Glossary Check:Global Value Chains= the sequence of activities through which technology is combined with material and labor inputs, and then assembled, marketed, and distributed.全球价值链=技术与物质和劳动力投入相结合，然后组装，销售和分配的活动顺序。
物流专业术语
物流专业术语范围本标准确定了物流活动中的基本概念术语、物流作业术语、物流技术装备与设施术语、物流管理术语及其定义.本标准适用于物流及相关领域的信息处理和信息交换,亦适用于相关的法规、文件;引用标准下列标准所包含的条文,通过在本标准中引用而构成为本标准的条文;本标准出版时,所示版本均为有效;所有标准都会被修订,使用本标准的各方应探讨使用下列标准最新版本的可能性;GB/T 1992--1985 集装箱名词术语neq ISO 830：1981GB/T 4122;1--1996 包装术语基础CB/T 17271--1998 集装箱运输术语中文索引AABC分类管理....................................6.9安全库存.......................................4.16B班轮运输.......................................5.34搬运...........................................4.22包装...........................................4.25保管...........................................4.12保税仓库.......................................5.5报关...........................................5.40报关行.........................................5.41C仓库...........................................5.1仓库布局.......................................6.4.仓库管理.......................................6.3叉车...........................................5.19储存...........................................4.11船务代理.......................................5.36D大陆桥运输.....................................5.33单元装卸.......................................4.24第三元物流.....................................3.25电子订货系统...................................6.10电子数据交换...................................3.31定量订货方式...................................6.7定牌包装.......................................4.27定期订货方式...................................6.8定制物流.......................................3.26堆码...........................................4.21F发货区.........................................5.14废弃物物流.....................................3.19分拣...........................................4.37G公路集装箱中转站...............................5.28 供应链.........................................3.29供应链管理.....................................6.21供应商库存.....................................6.26供应物流.......................................3.15共同配送.......................................4.35国际多式联运...................................5.32国际货物运输保险...............................5.39 国际货运代理...................................5.37国际铁路联运...................................5.31国际物流.......................................3.24H海关监管货物...................................5.7换算箱.........................................5.24回收物流.......................................3.18货场...........................................5.16货垛...........................................4.20货架...........................................5.17J集货...........................................4.39集装化.........................................4.31集装箱.........................................5.23集装箱货运站...................................5.29.集装箱码头.....................................5.30集装箱运输.....................................4.7集装运输.......................................4.6计算局付诸订货系统.............................6.25 监管仓库.......................................5.6拣选...........................................4.38检验...........................................4.43进出口商品检验.................................5.42 经常库存.......................................4.15经济订货批量...................................6.6K控湿储存区.....................................5.11.库存...........................................4.14库存控制.......................................6.5库存周期.......................................4.17.库房...........................................5.8快速反应.......................................6.22L冷藏区.........................................5.9冷冻区.........................................5.10冷链...........................................4.42理货...........................................5.38立体仓库.......................................5.3联合运输.......................................4.2连续库存补充计划...............................6.24 料棚...........................................5.15零库存技术.....................................6.13.流通加工.......................................4.41绿色物流.......................................3.20M门到门.........................................4.8P配送...........................................4.34配送需要计划...................................6.17 配送中心.......................................4.36配送资源计划...................................6.18 拼箱货.........................................4.10Q企业物流.......................................3.21企业资源计划...................................6.20 前置期或提前期.............................4.18全集装箱船.....................................5.26S散装化.........................................5.32社会物流.......................................3.22生产物流.......................................3.16收货区.........................................5.13输送区.........................................5.20甩挂运输.......................................4.5T特种货物集装箱.................................5.25铁路集装箱.....................................5.27. 托盘...........................................5.18托盘包装.......................................4.30 W温度可控区.....................................5.12 无形损耗.......................................3.33 物料需要计划...................................6.15 物流...........................................3.2物流成本.......................................3.7.物流成本管理...................................6.14. 物流单证.......................................3.13 物流管理.......................................3.8物流活动.......................................3.3物流技术.......................................3.6物流联盟.......................................3.14 物流模数.......................................3.5物流企业.......................................3.12 物流网络.......................................3.10 物流信息.......................................3.11 物流战略.......................................6.1物流战略管理...................................6.2. 物流中心.......................................3.9物流资源计划...................................6.19. 物流作业.......................................3.4物品...........................................3.1物品储备.......................................4.13. X箱式车.........................................5.22销售包装.......................................4.26 销售物流.......................................3.17 虚拟仓库.......................................5.4虚拟物流.......................................3.27Y业务外包.......................................6.27 有效客户反应...................................6.23 有形损耗.......................................3.32 运输...........................................4.1运输包装.......................................4.29. Z增值物流服务...................................3.28 整箱货.........................................4.9直达运输.......................................4.3直接换装.......................................4.33制造资源计划...................................6.16中性包装.......................................4.28中转运输.......................................4.4装卸...........................................4.23准时制.........................................6.11准时制物流.....................................6.12自动导引车.....................................5.21自动化仓库.....................................5.2租船运输.......................................5.35组配...........................................4.40英文索引AABC classification......................................6.9 Article.................................................3.1Article reserves........................................4.13 Assembly................................................4.40 Automatic guided vehicle AGV .........................5.21 Automatic warehouse.....................................5.3.BBar code................................................3.30Boned warehouse.........................................5.6Box car.................................................5.22CCargo under custom's supervision........................5.8 Chill space.............................................5.9Cold chain..............................................4.42 Combined transport......................................4.2 Commodity inspection....................................5.42 Computer assisted ordering CAO .......................6.25 Container...............................................5.23 Container freight station CFS ........................5.29 Container terminal......................................5.30 Container transport.....................................4.7 Containerization........................................4.31 Containerized transport.................................4.6 Continuous replenishment program CRP .................6.24 Conveyor................................................5.20Cross docking...........................................4.33 Customized logistics....................................3.26 Customs broker..........................................5.41 Customs declaration.....................................5.40Cycle stock.............................................4.15D Distribution............................................4.34 Distribution center.....................................4.36 Distribution logistics..................................3.17 Distribution processing.................................4.41 Distribution requirements planning DRP ...............6.17 Distribution resource planning DRP II ................6.18 Door-to-door............................................4.8Drop and pull transport.................................4.5EEconomic order quantity EOQ ..........................6.6 Efficient customer response ECR ......................6.23 Electronic data interchange EDI ......................3.31 Electronic order system EOS ..........................6.10 Enterprise resource planning ERP .....................6.20 Environmental logistics.................................3.20 Export supervised warehouse.............................5.7 External logistics......................................3.22FFixed-interval system FIS ............................6.8Fixed-quantity system FQS ............................6.7Fork lift truck.........................................5.19Freeze space............................................5.10Full container load FCL ..............................4.9Full container ship.....................................5.26 G Goods collection........................................4.39Goods shed..............................................5.15Goods shelf.............................................5.17Goods stack.............................................4.20Goods yard..............................................5.16HHanding/carrying........................................4.22 Humidity controlled space...............................5.11IIn bulk.................................................4.32Inland container depot..................................5.28 Inspection..............................................4.43 Intangible loss.........................................3.33Internal logistics......................................3.21 International freight forwarding agent..................5.37 International logistics.................................3.24 International multimodal transport......................5.32 International through railway transport.................5.31 International transportation cargo insurance............5.39Inventory...............................................4.14 Inventory control.......................................6.5 Inventory cycle time....................................4.17JJoint distribution......................................4.35Just in time JIT .....................................6.11Just-in-time logistics..................................6.12 LLand bridge transport...................................5.33Lead-time ..............................................4.18Less than container load LCL .........................4.10 Liner transport.........................................5.34 Loading and unloading ..................................4.23 Logistics...............................................3.2Logistics activity......................................3.3Logistics alliance......................................3.14 Logistics center........................................3.9 Logistics cost..........................................3.7Logistics cost control..................................6.14 Logistics documents.....................................3.13 Logistics enterprise....................................3.12 Logistics information...................................3.11 Logistics management....................................3.8 Logistics modulus.......................................3.5 Logistics network.......................................3.10 Logistics operation.....................................3.4 Logistics resource planning LRP ......................6.19 Logistics strategy......................................6.1 Logistics strategy management...........................6.2 Logistics technology....................................3.6MManufacturing resource planning MRP II ...............6.16 Material requirements planning MRP ...................6.15 Military logistics......................................3.23NNeutral packing.........................................4.28OOrder cycle time........................................4.19Order picking...........................................4.38 Outsourcing.............................................6.27PPackage/packaging.......................................4.25 Packing of nominated brand..............................4.27 Pallet..................................................5.18 Palletizing.............................................4.30QQuick response QR ....................................6.22RRailway container yard..................................5.27 Receiving space.........................................5.13 Returned logistics......................................3.18SSafety stock............................................4.16Sales package...........................................4.26 Shipping agency.........................................5.36 Shipping by chartering..................................5.35 Shipping space..........................................5.14 Sorting.................................................4.37Specific cargo container................................5.25 Stacking................................................4.21 Stereoscopic warehouse..................................5.4 Storage.................................................4.12 Storehouse..............................................5.2 Storing.................................................4.11Supply chain............................................3.29 Supply chain management SCM ..........................6.21 Supply logistics........................................3.15T Tally...................................................5.38Tangible loss...........................................3.32 Temperature controlled space............................5.12 Third-part logistics TPL .............................3.25 Through transport.......................................4.3 Transfer transport......................................4.4 Transport package.......................................4.29 Transportation..........................................4.1 Twenty-feet equivalent unit TEU ......................5.24 UUnit loading and unloading..............................4.24VValue-added logistics service...........................3.28 Vendor managed inventory VMI .........................6.26 Virtual logistics.......................................3.27Virtual warehouse.......................................5.5W Warehouse...............................................5.1 Warehouse layout........................................6.4 Warehouse management....................................6.3ZZero-inventory technology...............................6.133．基本概念术语3．1 物品article经济活动中涉及到实体流动的物质资料3．2 物流logistics物品从供应地向接收地的实体流动过程;根据实际需要,将运输、储存、装卸、搬运、包装、流通加工、配送、信息处理等基本功能实施有机结合;3．3 物流活动logistics activity物流诸功能的实施与管理过程;3．4 物流作业logistics operation实现物流功能时所进行的具体操作活动;3．5 物流模数logistics modulus物流设施与设备的尺寸基准;3．6 物流技术logistics technology物流活动中所采用的自然科学与社会科学方面的理论、方法,以及设施、设备、装置与工艺的总称;3．7 物流成本logistics cost物流活动中所消耗的物化劳动和活劳动的货币表现;3．8 物流管理logistics management为了以最低的物流成本达到用户所满意的服务水平,对物流活动进行的计划、组织、协调与控制;3．9 物流中心logistics center从事物流活动的场所或组织,应基本符合以下要求：a 主要面向社会服务；b物流功能健全；c完善的信息网络；d辐射范围大；e少品种、大批量；f存储\吞吐能力强；g物流业务统一经营、管理;3．10 物流网络logistics network物流过程中相互联系的组织与设施的集合;3．11 物流信息logistics information反映物流各种活动内容的知识、资料、图像、数据、文件的总称;3．12 物流企业logistics enterprise从事物流活动的经济组织;3．13 物流单证logistics documents物流过程中使用的所有单据、票据、凭证的总称;3．14 物流联盟logistics alliance两个或两个以上的经济组织为实现特定的物流目标而采取的长期联合与合作;3．15 供应物流supply logistics为生产企业提供原材料、零部件或其他物品时,物品在提供者与需求者之间的实体流动; 3．16 生产物流production logistics生产过程中,原材料、在制品、半成品、产成品等,在企业内部的实体流动;3．17销售物流distribution logistics生产企业、流通企业出售商品时,物品在供与需方之间的实体流动;3．18 回收物流returned logistics不合格物品的返修、退货以及周转使用的包装容器从需方返回到供方所形成的物品实体流动;3．19 废弃物物流waste material logistics将经济活动中失去原有使用价值的物品,根据实际需要进行收集、分类、加工、包装、搬运、储存等,并分送到专门处理场所时形成的物品实体流动;3．20 绿色物流environmental logistics在物流过程中抑制物流对环境造成危害的同时,实现对物流环境的净化,使物流资料得到最充分利用;3．21 企业物流internal logistics企业内部的物品实体流动;3．22 社会物流external logistics企业外部的物流活动的总称;3．23 军事物流military logistics用于满足军队平时与战时需要的物流活动;3．24 国际物流international logistics不同国家地区之间的物流;3．25 第三方物流third-part logistics TPL由供方与需方以外的物流企业提供物流服务的业务模式;3．26 定制物流customized logistics根据用户的特定要求而为其专门设计的物流服务模式;3．27 虚拟物流virtual logistics以计算机网络技术进行物流运作与管理,实现企业间物流资源共享和优化配置的物流方式; 3．28 增值物流服务value-added logistics service在完成物流基本功能基础上,根据客户需要提供的各种延伸业务活动;3．29 供应链supply chain生产及流通过程中,涉及将产品或服务提供给最终用户活动的上游与下游企业,所形成的网链结构;3．30 条码bar code由一组规则排列的条、空及字符组成的,用以表示一定信息的代码;同义词：条码符号bar code symbolGB/T 4122.1-1996中4.173．31 电子数据交换electronic data interchange EDI通过电子方式,采用标准化的格式,利用计算机网络进行结构数据的传输和交换;3．32 有形消耗tangible loss可见或可测量出来的物理性损失、消耗;3．33 无形消耗intangible loss由于科学技术进步而引起的物品贬值;物流作业术语4．1 运输transportation用设备和工具,将物品从一地点向另一地点运送的物流活动;其中包括集货、分配、搬运、中转、装入、卸下、分散等一系列操作; GB/T 4122.1-1996中4.174．2 联合运输combined transport一次委托,由两家以上运输企业或用两种以上运输方式共同将某一批物品运送到目的的运输方式;4．3 直达运输through transport物品由发运地到接收地,中途不需要换装和在储存场所停滞的一种运输方式;4．4中转运输transfer transport物品由生产地运达最终使用地,中途经过一次以上落地并换装的一种运输方式;4．5 甩挂运输drop and pull transport用牵引车拖带挂车至目的地,将挂车甩下后,换上新的挂车运往另一个目的地的运输方式; 4．6 集装运输containerized transport使用集装器具或利用捆扎方法,把裸装物品、散粒物品、体积较小的成件物品,组合成为一定规格的集装单元进行的运输;4．7 集装箱运输container transport以集装箱为单元进行货物运输的一种货运方式; GB/T17271-1998中3.2.14．8 门到门door-to-door承运人在托运人的工厂或仓库整箱接货,负责运抵收货人的工厂或仓库整箱交货;GB/T 17271-1998中3.2.14．9 整箱货full container load FCL一个集装箱装满一个托运人同时也是一个收货人的工厂或仓库整箱交货;GB/T 17271-1998中3.2.4.24．10 拼箱货less than container load LCL一个集装箱装入多个托运人或多个收货人的货物;GB/T 17271-1998中3.2.4.34．11 储存storing保护、管理、贮藏物品; GB/T 4122.1-1996中4.24．12 保管storage对物品进行保存及对其数量、质量进行管理控制活动;4．13 物品储存article reserves储存起来以备急需的物品;有当年储存、长期储存、战略储备之分;4．14 库存inventory处于储存状态的物品;广义的库存还包括处于制造加工状态和运输状态的物品;4．15 经常库存cycle stock在正常的经营环境下,企业为满足日常需要而建立的库存;4．16 安全库存safety stick为了防止由于不确定性因素如大量突发性订货、交货期突然延期等而准备的缓冲库存; 4．17 库存周期inventory cycle time在一定范围内,库存物品从入库到出库的平均时间;4．18 前置期或提前期lead time从发出订货单到货物的时间间隔;4．19 订货处理周期order cycle time从收到订货单到将所订货物发运出去的时间间隔;4．20 货垛goods stack为了便于保管和装卸、运输,按一定要求分门别类堆放在一起的一批物品;4．21 堆码stacking将物品整齐、规则地摆放成货垛的作业;4．22 搬运handing/carrying在同一场所内,对物品进行水平移动为主的物流作业;4．23 装卸loading and unloading物品在指定地点以人力或机械装入运输设备或卸下; GB/T 4122.1-1996中4.54．24 单元装卸unit loading and unloading用托盘、容器或包装物见小件或散装物品集成一定质量或体积的组合件,以便利用机械进行作业的装卸方式;4．25 包装package/packaging为在流通过程中保护产品、方便储运、促进销售,按一定技术方面而采用的容器、材料及辅助物等的总体名称;也指为了达到上述目的而采用容器、材料和辅助物的过程中施加一定技术方法等的操作活动; GB/T 4122.1-1996中2.14．26 销售包装sales package又称内包装,是直接接触商品进入零售网点和消费者或用户直接见面的包装;4．27 定牌包装packing of nominated brand买方要求卖方在出口商品/包装上使用买方指定的牌名或商标的做法;4．28 中性包装neutral packing在出口商品及其内外包装上都不注明生产国别的包装;4．29 运输包装transport package以满足运输贮存要求为主要目的的包装;它具有保障产品的安全,方便储运装卸,加速交接、点验等作用; GB/T 4122.1-1996中2.54．30 托盘包装palletizing以托盘为承载物,将包装件或产品堆码在托盘上,通过捆扎、裹包或胶粘等方法加以固定,形成一个搬运单元,以便用机械设备搬运; GB/T 4122.1-1996中2.174．31 集装化containerization用集装器具或采用捆扎方法,把物品组成标准规格的单元货件,以加快装卸、搬运、储存、运输等物流活动;4．32 散装化containerization用专门机械、器具进行运输、装卸的散装物品在某个物流范围内,不用任何包装,长期固定采用吸扬、抓斗等机械、器具进行装卸、运输、储存的作业方式;4．33 直接换装cross docking物品在物流环节中,不经过中间仓库或站点,直接从一个运输工具换载到另一个运输工具的物流衔接方式;4．34 配送distribution在经济合理区域范围内,根据用户要求,对物品进行拣选、加工、包装、分割、组配等作业,并按时送达指定地点的物流活动;4．35 共同配送joint distribution由多个企业联合组织实施的配送活动;4．36 配送中心distribution center从事配送业务的物流场所或组织,应基本符合下列要求：a 主要为特定的用户服务；b 配送功能健全；c 完善的信息网络；d 辐射范围小；e 多品种、小批量；f 以配送为主,储存为辅;4．37 分拣sorting将物品按品种、出入库先后顺序进行分门别类推放的作业;4．38 拣选order picking按订单或出库单的要求,从储存场所选出物品,并放置指定地点的作业;4．39 集货goods collection将分散的或小批量的物品集中起来,以便进行运输、配送的作业;4．40 组配assembly配送前,根据物品的流量、流向及运输工具的载质量和容积,组织安排物品装载的作业; 4．41 流通加工distribution processing物品在从生产地到使用地的过程中,根据需要施加包装、分割、计量、分拣、刷标志、拴标签、组装等简单作业的总称;4．42 冷链cold chain为保持新鲜食品及冷冻食品等的品质,使其在从生产到消费的过程中,始终处于低温状态的配有专门设备的物流网络;4．43 检验inspection根据合同或标准,对标的物品的品质、数量、包装等进行检查、验收的总称;物流技术装备与设施术语5．1 仓库warehouse保管、储存物品的建筑物和场所的总称;5．2 库房storehouse有屋顶和围护结构,供储存各种物品的封闭式建筑物;5．3 自动化仓库automatic warehouse由电子计算机进行管理和的控制,不需人工搬运作业,而实现收发作业的仓库;5．4立体仓库stereoscopic warehouse采用高层货架配以货箱或托盘储存货物,用巷道队垛起重机及其他机械进行作业的仓库; 5．5 虚拟仓库virtual warehouse建立在计算机和网络通讯技术基础上,进行物品储存、保管和远程控制的物流设施;可实现不同状态、空间、时间、货主的有效调度和统一管理; 5．6保税仓库boned warehouse经海关批准,在海关监管下,专供存放未办理关税手续而入境或过境货物的场所;5．7 出口监管仓库export supervised warehouse经海关批准,在海关监管下,存放已按规定领取了出口货物许可证或批件,已对外买断结汇并向海关办完全部出口海关手续的货物的专用仓库;5．8 海关监管货物cargo under custom's supervision在海关批准范围内接受海关查验的进出口、过境、转运、通关货物,以及保税货物和其他尚未办结海关手续的进出境货物;5．9 冷藏区chill space仓库的一个区域,其温度保持在0'C~10.C范围内;5．10 冷冻区freeze space仓库的一个区域,其温度保持在0'C以下;5．11 控湿储存区humidity controlled space仓库内配有湿度调制设备,使内部湿度可调的库房区域;5．12 温度可控区temperature controlled space温度可根据需要调整在一定范围内的库房区域;5．13 收货区receiving space到库物品入库前核对检查及进库准备的地区;5．14 发货区shipping space物品集中待运地区;5．15 料棚goods shed供储存某些物品的简易建筑物,一般没有或只有部分围壁;5．16 货场goods yard用于存放某些物品的露天场地;5．17 货架goods shelf用支架、隔板或托架组成的立体储存货物的设施;5．18 托盘pallet用于集装、堆放、搬运和运输的放置作为单元负荷的货物和制品的水平平台装置;GB/T 4122.1-1996中4.275．19 叉车fork lift truck具有各种叉具,能够对货物进行升降和移动以及装卸作业的搬运车辆;5．20 输送机conveyor对物品进行连续运送的机械;5．21 自动导引车automatic guided vehicle AGV能够自动行驶到指定地点的无轨搬运车辆;5．22 箱式车box car除具备普通车的一切机械性能外,还必须具备全封闭的箱式车身和便于装卸作业的车门; 5．23 集装箱container是一种运输设备,应满足下列要求：a 具有足够的强度,可长期反复使用；b 适于一种或多种运输方式运送,途中转运时,箱内货物不需换装；c 具有快速装卸和搬运的装置,特别便于从一种运输方式转移到另一种运输方式；d 便于货物装满和卸空；e 具有1立方米及以上的容积;集装箱这一术语不包括车辆和一般包装; GB/T 1992-1985中1.15．24 换算箱twenty-feet equivalent unit TEU又称标准箱;Twenty-feet equivalent unit TEU以20英尺集装箱作为换算单位;GB/T 17271-1998中3.2.4.85．25 特种货物集装箱specific cargo container用以装运特种物品用的集装箱; GB/T 4122.1-1996中1.15．26 全集装箱船full container ship舱内设有固定式或活动式的格栅结构,舱盖上和甲板上设置固定集装箱的系紧装置, 便于集装箱左翼及定位的船舶;GB/T GB/T17271-1998中3.1.1.15．27 铁路集装箱场railway container yard进行集装箱承运、交付、装卸、堆存、装拆箱、门到门作业,组织集装箱专列等作业的场所;GB/T GB/T17271-1998中3.1.3.65．28 公路集装箱中转站inland container depot具有集装箱中转运输与门到门运输和集装箱货物的拆箱、装箱、仓储和接取、送达、装卸、堆存的场所;GB/T GB/T17271-1998中3.1.3.95．29 集装箱货运站container freight station CFS拼箱货物拆箱、装箱、办理交接的场所;5．30 集装箱码头container terminal专供停靠集装箱船、装卸集装箱用的码头;GB/T GB/T 17271-1998中3.1.2.25．31 国际铁路联运international through railway transport使用一份统一的国际铁路联运票据,由跨国铁路承运人办理两国或两国以上铁路的全程运输,并承担运输责任的一种连贯运输方式;5．32 国际多式联运international multimodal transport按照多式联运合同,以至少两种不同的运输方式,由多式联运经营人将货物从一国境内的接管地点运至另一国境内指定交付地点的货物运输;5．33 大陆桥运输land bridge transport用横贯大陆的铁路或公路作为中间桥梁,将大陆两端的海洋运输连接起来的连贯运输方式; 5．34 班轮运输liner transport在固定的航线上,以既定的港口顺序,按照事先公布的船期表航行的水上运输方式;5．35 租船运输shipping by chartering根据协议,租船人向船舶所有人租凭船舶用于货物运输,并按商定运价,向船舶所有人支付运费或租金的运输方式;5．36 船务代理shipping agency根据承运人的委托,代办与船舶进出有关的业务活动;5．37 国际货运代理international freight forwarding agent接受进出口货物收货人、发货人的委托,以委托人或自己的名义,为委托人办理国际货物运输及相关业务,并收取劳务报酬的经济组织;5．38 理货tally货物装卸中,对照货物运输票据进行的理点数、计量、检查残缺、指导装舱积载、核对标记、检查包装、分票、分标志和现场签证等工作;5．39 国际货物运输保险international transportation cargo insurance在国际贸易中,以国际运输中的货物为保险标的的保险,以对自然灾害和意外事故所造成的财产损失获得补偿;5．40 报关customs declaration由进出口货物的收发货人或其代理人向海关办理进出境手续的全过程;5．41 报关行customs broker专门代办进出境保管业务的企业;5．42 进出口商品检验commodity inspection确定进出口商品的品质、规格、重量、数量、包装、安全性能、卫生方面的指标及装运技术和装运条件等项目实施检验和鉴定,以确定其是否与贸易合同、有关标准规定一致,是否符合进出口国有关法律和行政法规的规定;简称"商检";物流管理术语6．1 物流战略logistics strategy为寻求物流的可持续发展,就物流发展目标以及达成目标的途径与手段而制定的长远性、全局性的规划与谋略;6．2 物流战略管理logistics strategy management物流组织根据已制定的物流战略,付诸实施和控制的过程;6．3 仓库管理warehouse management对库存物品和仓库设施及其布局等进行规划、控制的活动;6．4仓库布局warehouse layout在一定区域或库区内,对仓库的数量、规模、地理位置和仓库设施、道路等各要素进行科学规划和总体设计;6．5 库存控制inventory control在保障供应的前提下,使库存物品的数量最少进行的有效管理的技术经济措施;6．6 经济订货批量economic order quantity EOQ通过平衡采购进货成本和保管仓储成本核算,以实现总库存成本最低的最佳订货量;6．7定量订货方式fixed-quantity system FQS当库存量下降到预定的最低的库存数量订货点时,按规定数量一般以经济订货批量为标准进行订货补充的一种库存管理方式;6．8 定期订货方式fixed-quantity system FIS按预先确定的订货间隔期间进行订货补充的一种库存管理方式;6．9 ABC分类管理ABC classification将库存物品按品种和占用资金的多少分为特别重要的库存A类、一般重要的库存B类和不重要的库存C类三个等级,然后针对不同等级分别进行管理与控制;6．10 电子订货系统Electronic order system EOS不同组织间利用通讯网络和终端设备以在线联结方式进行订货作业与订货信息交换的体系; 6．11 准时制just in time JIT在精确测定生产各工艺环节作业效率的前提下按订单准确的计划,消除一切无效作业与浪费为目标的一种管理模式;6．12 准时制物流just-in-time logistics一种建立在JIT管理理念基础上的现代物流方式;6．13 零库存技术zero-inventory logistics在生产与流通领域按照JIT组织物资供应,使整个过程库存最小化的技术的总称;6．14 物流成本管理logistics cost control对物流相关费用进行的计划、协调与控制;6．15 物料需要计划material requirements planning MRP一种工业制造企业内的物资计划管理模式;根据产品结构各层次物品的从属和数量关系,以每个物品为计划对象,以完工日期为时间基准倒排计划,按提前期长短区别各个物品下达计划时间的先后顺序;6．16 制造资源计划manufacturing resource planning MRP II从整体最优的角度出发,运用科学的方法,对企业的各种制造资源和企业生产经营各环节实行合理有效地计划、组织、控制和协调,达到既能连续均衡生产,又能最大限度地降低各种物品的库存量,进而提高企业经济效益的管理方法;6．17 配送需要计划distribution requirements planning DRP一种既保证有效地满足市场需要,又使得物流资源配置费用最省的计划方法,是MRP原理与方法在物品配送中的运用;6．18 配送资源计划distribution resource planning DRP II一种企业内物品配送计划系统管理模式;是在DRP的基础上提高各环节的物流能力,达到系统优化运行的目的;6．19 物流资源计划logistics resource planning LRP以物流为基础手段,打破生产与流通界限,集成制造资源计划、分销需要计划以及功能计划而形成的物资资源优化配置方法;6．20 企业资源计划enterprise resource planning ERP在MRP II 的基础上,通过反馈的物流和反馈的信息流、资金流,把客户需要和企业内部的生产经营活动以及供应商的资源整合在一起,体现完全按用户需要进行经营管理的一种全新的管理方法;6．21 供应链管理supply chain management SCM利用计算机网络技术全面规划供应链中的商流、物流、信息流、资金流等,并进行计划、组织、协调与控制;6．22 快速反映Quick response QR物流企业面对多品种、小批量的买方市场,不是储备了"产品",而是准备了各种"要素",在用户提出要求时,能以最快速度抽取"要素",及时"组装",提供所需服务或产品;6．23 有效客户反映efficient customer responseECR以满足顾客要求和最大限度降低物流过程费用为原则,能及时做出准确反应,使提供的物品供应或服务流程最佳化的一种供应链管理战略;6．24 连续库存补充计划continuous replenishment program CRP利用及时准确的销售时点信息确定已销售的商品数量,根据零售商或批发商的库存信息和预先规定的库存补充程序确定发货补充数量和配送时间的计划方法;6．25 计算机付诸订货系统computer assisted ordering CAO基于库存和客户需要信息,利用计算机进行自动订货管理的系统;6．26 供应商管理库存vendor managed inventory VMI供应商等上游企业基于其下游客户的生产经营、库存信息,对下游客户的库存进行管理与控制;6．27 业务外包outsourcing企业为了获得不单纯利用不、内部资源更多的竞争优势,将其非核心业务交由合作企业完成; 资料来源：http://vip.6to23/our56/study/html/tjzl/wlbz/wlglsy.htm。
跨境电商英语试题及答案
跨境电商英语试题及答案一、选择题（每题2分，共20分）1. Which of the following is not a common platform for cross-border e-commerce?A. AmazonB. eBayC. AlibabaD. Facebook答案：D2. What does "MOQ" stand for in cross-border e-commerce terminology?A. Minimum Order QuantityB. Maximum Order QuantityC. Market Operating QuantityD. Merchant Online Quantity答案：A3. The term "dropshipping" refers to a business model where the seller:A. Buys products in bulk and ships them directly to customers.B. Holds inventory and manages shipping from their own warehouse.C. Orders products from a supplier and has them shipped directly to the customer.D. Manufactures products on demand and delivers them personally.答案：C4. Which of the following is not a factor to consider when selecting a cross-border e-commerce market?A. Market demandB. Tariffs and taxesC. Cultural differencesD. The seller's personal preference答案：D5. In cross-border e-commerce, "logistics" refers to:A. The process of managing international shipping and delivery of goods.B. The financial transactions between the seller and the supplier.C. The marketing strategies used to promote products online.D. The legal agreements between the buyer and the seller.答案：A6. What is the primary purpose of a "shopping cart" in an online store?A. To hold and display products that a customer intends to purchase.B. To calculate the total cost of the customer's order.C. To store products for future purchase.D. To provide customer support.答案：A7. Which of the following is a common payment method for cross-border e-commerce transactions?A. Cash on delivery (COD)B. Personal checkC. Bank transferD. All of the above答案：D8. What does "SEO" stand for in the context of online business?A. Sales and Operations EfficiencyB. Search Engine OptimizationC. Secure Electronic OrderingD. Systematic E-commerce Operations答案：B9. The "export declaration" is a document required for:A. Importing goods into a country.B. Exporting goods from a country.C. Calculating taxes on international transactions.D. Registering a business internationally.答案：B10. Which of the following is not a benefit of cross-bordere-commerce?A. Access to a larger customer base.B. Ability to sell 24/7 without geographical limitations.C. Reduced competition due to global reach.D. Potential for higher profit margins.答案：C二、填空题（每题2分，共20分）11. When conducting business internationally, it's important to be aware of cultural _______ that may affect how your products are perceived and marketed.答案：differences12. The term "________" refers to the practice of selling products in one country but shipping them from another.答案：importing13. A "________" is a document that provides proof of the origin of goods being exported.答案：certificate of origin14. In e-commerce, the "________" is the final stage of the buying process where the customer completes the purchase.答案：checkout15. "________" is the process of identifying and resolvingany issues that may prevent a customer from completing a purchase.答案：checkout abandonment16. The "Harmonized System Code" (HS Code) is used for________ purposes, classifying goods for trade.答案：tariff and tax17. When shipping goods internationally, it's crucial to understand the "________" which are the costs associated with shipping and handling.答案：fulfillment costs18. "________" is the process of ensuring that your products meet the legal requirements of the country you are exporting to.答案：compliance19. A "________" is a person or company that acts as an intermediary between the manufacturer and the final customer.答案：distributor20. "________" is a type of fraud where the buyer uses a stolen or fake credit card to make a purchase.答案：credit card fraud三、简答题（每题10分，共40分）21. Explain the concept of "free trade zones" in the context of cross-border e-commerce.答案：Free trade zones are designated areas within a country's borders where goods can be manufactured, assembled, and stored without being subject to the country's typical customs duties and taxes. These zones are designed to encourage international trade by providing a tax。
跨境电商英语试题及答案
跨境电商英语试题及答案一、选择题（每题2分，共20分）1. What does "B2B" stand for in e-commerce?A. Business to BusinessB. Business to ConsumerC. Consumer to ConsumerD. Business to Government2. Which of the following is not a common payment method in cross-border e-commerce?A. Credit cardB. PayPalC. Bank transferD. Cash on delivery3. What is the abbreviation for "Free On Board"?A. FOBB. MOQC. ROID. SKU4. In cross-border e-commerce, what does "DHL" refer to?A. Digital Home LivingB. Direct Home LogisticsC. Door to Home LogisticsD. None of the above5. Which of the following is a key factor for success incross-border e-commerce?A. Product qualityB. Customer serviceC. Competitive pricingD. All of the above6. What is the role of a "dropshipper" in e-commerce?A. A manufacturer of productsB. A retailer that stocks productsC. A retailer that doesn't stock products but fulfills orders directly from the manufacturerD. A distributor of products7. What does "SEO" stand for in digital marketing?A. Search Engine OptimizationB. Social Engine OptimizationC. Systemic Electronic OrderingD. Secure Electronic Ordering8. Which of the following is not a social media platform?A. FacebookB. TwitterC. WeChatD. Yahoo9. What is the purpose of using "A/B testing" in e-commerce?A. To test different product designsB. To compare two versions of a webpage to see which performs betterC. To test the efficiency of different payment methodsD. To compare different customer service strategies10. What is the meaning of "CTR" in online advertising?A. Click-Through RateB. Cost To ReachC. Conversion Through RateD. Customer Transaction Ratio二、填空题（每空2分，共20分）11. The term "e-commerce" refers to buying and selling goods or services over the _______.12. In cross-border e-commerce, the process of returning goods is known as _______.13. The term "EDI" stands for _______ Data Interchange.14. A(n) _______ is a person who purchases goods or services from a seller.15. The acronym "API" refers to Application Programming_______.16. When a product is shipped internationally, it is subject to _______ duties and taxes.17. The _______ is a document that accompanies a shipment and lists the contents and their value.18. A(n) _______ is a method of payment where the buyer's bank guarantees payment to the seller.19. "EAN" stands for European _______ Number.20. The process of adapting a product or service to aspecific market is known as _______.三、简答题（每题10分，共20分）21. What are the main challenges faced by businesses incross-border e-commerce?22. Explain the importance of cultural adaptation in cross-border e-commerce marketing strategies.四、论述题（每题15分，共30分）23. Discuss the role of logistics in the success of cross-border e-commerce.24. Analyze the impact of technological advancements on the cross-border e-commerce industry.五、案例分析题（10分）25. A small business owner is considering expanding into cross-border e-commerce. What advice would you give them regarding market research, legal compliance, and supply chain management?答案：一、选择题1. A2. D3. A4. D5. D6. C7. A8. D9. B 10. A二、填空题11. internet 12. reverse logistics 13. Electronic 14. consumer 15. Interface 16. customs 17. invoice 18. letter of credit 19. Article 20. localization三、简答题21. 主要挑战包括语言和文化差异、复杂的法律法规、支付和物流问题、货币汇率波动以及知识产权保护等。
BU战略计划基本(1)
basic elements of developing a BU-level strategic plan
• This pack includes a companion document, “BU Strategic Plan
Vision
• “We want to be the world’s best quick-service restaurant experience”
Strong business concept
comprising: Where?
How to compete?
Integrated set of actions
• Industry chain economics
– Customer and supplier bargaining power
• Major industry competitor moves
– Marketing initiatives – Industry capacity changes – M&As, divestitures – Vertical integration/disaggregation – Alliances and partnerships – Cost control and efficiency improvements
Strategy articulation
• What strategy will your BU
pursue over the next 3 years?
+
Strategic initiatives
基于文化差异的制造业企业跨国并购绩效研论文开题报告-初稿
MBA硕士学位论文开题报告表[38]程兆谦, 王世良. 跨国并购中文化差异的作用机制——基于GLOBE 的案例研究[J]. 管理案例研究与评论, 2015, 8(5):471-482.[39]潘瑾, 陈宏民. 上市公司不同并购模式风险的实证研究[J]. XX金融, 2004(10).[40]倪中新, 花静云, 武凯文. 我国企业的“走出去”战略成功吗?——中国企业跨国并购绩效的测度与其影响因素的实证研究[J]. 国际贸易问题, 2014(8).[41]王艳.“诚信创新价值观”文化差异度与并购绩效——基于2008-2010 年沪深上市公司股权并购事件的经验数据[J].会计研究,2014(09):74-80+97.[42]曾亚敏, X俊生. 外资并购的信号传递效应分析——加剧竞争压力抑或提高并购概率[J]. 金融研究, 2009(2):29-39.[43]杨超.文化差异对我国企业跨国并购影响的实证分析[J].知识经济,2014(22):14[44]赵淑芳,潭江,黄东流.基于文化差异的中国企业跨国并购绩效研究[J].XX财经大学学报,2015,13(05):10-13.[45]李自杰.中国企业海外并购的特征、问题与对策研究——基于141 起海外并购案例[J].东北大学学报，2010,(7):311-316.[46]孙华鹏，苏敬勤，X森.中国民营企业跨国并购的四轮驱动模型[J].科研管理2014(10):94-100.[47]章丽群，X彬.我国上市公司跨国并购财富绩效研究[J].经济纵横,2012(11）.[48]余鹏翼，李善民.跨国并购股东财富效应的实证研究[J].国际经贸探索，2013(09).[49]格佛海，孙忠娟，凌学忠.技术并购与经济绩效—来自中国企业的证据[J].科学学与科学技术管理，2013(11).[50]蒋冠宏.我国企业跨国并购与行业内逆向技术溢出[J].世界经济研究,2017(01).[51]万哨凯.基于汇率改革的上市公司跨国并购绩效影响实证研究[J].财会通讯，2007(02):52-56.[52]周绍妮，文海涛. 基于产业演进、并购动机的并购绩效评价体系研究[J].会计研究，2013,10:75-82.[53]林忠礼，傅仰艺.中国企业跨国并购的现状、动因与发展趋势[J].XX师X大学学报:社会科学版，2005(2):54-56.[54]冯梅，X紫夫．中国企业海外并购绩效影响因素的实证研究[Ｊ]．宏观经济研究，2016（1）：93-100.[55]余鹏翼，王满四．基于融资偏好视角的国内并购与海外并购内部影响因素比较研究(1993-2005), 2004, 18(1):73-74.[56]苏小东.企业并购对财务绩效影响实证研究——基于国内并购与海外并购的比较分析。
我国企业跨国并购风险及防范——以吉利并购沃尔沃为例
1企业跨国并购概述跨国并购是跨国兼并和跨国收购的总称，是指通过某些渠道和支付手段，将另一国的企业的资产和股份购买下来，从而对其实施经营管理以及完全控制行为。
自1995年以来，跨国并购浪潮掀起，2000年进入高潮。
其中，很多大型公司实现了成功合并，例如，1997年美国两大飞机制造厂波音和麦道合并、联想公司并购IBM PC 部门、宏基的国际化并购案等。
跨国并购也可分为横向跨国并购、纵向跨国并购、混合跨国并购。
跨国并购的实现，不仅仅能弥补自身的不足，减轻对企业财务状况造成的不良影响，增加市场份额，提高企业的竞争力，还能够实现经济全球化的发展战略和多元化的经验战略。
企业可以依靠现有的资源、完善的技术，通过企业跨国合并的方式，开辟一条新的发展道路，打开新的销售市场，同时，促进另一国企业的成长。
随着企业跨国并购的发展，欧美国家也相应地完善了其国家关于国际贸易的法律———《反垄断法》，用以保护贸易双方的利益，保证公平竞争，促进两国经济向更好的趋势发展。
2企业跨国并购风险概述在经济全球化迅速发展的今天，企业的跨国并购也存在着一些风险以及问题。
两国经济合作是在政治和平的情况下进行的，两国的和平是贸易的基础。
在贸易合作开始之前，要先了解对方国家的技术、规章制度以及敏感领域等。
企业跨国并购不仅涉及政治风险，还有法律风险。
法律是支撑一个国家的人民行为规范的框架，跨国并购时，要尊重对方国家的法律，即使与本国法律有很大差异，也依旧不能违法，不能挑战他国的法律底线。
同时，在企业并购的融资、支付等环节，有极大可能出现财务风险。
面对财务风险，企业需要依靠正规渠道来解决财务资金遇到的瓶颈问题，可以通过寻找正规投资、向银行借款、合理避税等方式，从而降低财务风险。
在最后的整合阶段也无法避免出现一定的风险，面对不同的市场，在不同的经济环境下，企业文化、人力资源等方面的整合都会遇到不同的问题。
遇到这些问题时，不能因为盲目地实施海外并购计划，而不考虑此计划是否与本企业的发展理念相契合、是否与公司的发展目标相冲突。
SIMATIC Energy Manager PRO V7.2 - Operation Operat
2 Energy Manager PRO Client................................................................................................................. 19
2.1 2.1.1 2.1.2 2.1.3 2.1.4 2.1.5 2.1.5.1 2.1.5.2 2.1.6
Basics ................................................................................................................................ 19 Start Energy Manager ........................................................................................................ 19 Client as navigation tool..................................................................................................... 23 Basic configuration ............................................................................................................ 25 Search for object................................................................................................................ 31 Quicklinks.......................................................................................................................... 33 Create Quicklinks ............................................................................................................... 33 Editing Quicklinks .............................................................................................................. 35 Help .................................................................................................................................. 38
practice-based view(2016-222)
Strategic Management JournalStrat.Mgmt.J.,35:1249–1256(2014) Published online EarlyView1April2014in Wiley Online Library()DOI:10.1002/smj.2238Received27January2014;Final revision received28January2014 RESEARCH PROSPECTIVESTOWARDS A PRACTICE-BASED VIEW OF STRATEGY PHILIP BROMILEY1*and DEVAKI RAU21Merage School of Business,University of California,Irvine,Irvine,California,U.S.A.2Department of Management,College of Business,Northern Illinois University,De Kalb,Illinois,U.S.A.Many studies in strategic management attempt to explain macro-level firm behaviors or charac-teristics and/or the influence of such behaviors or characteristics on firm performance.Current strategy scholarship,however,rarely considers specific,actual techniques that managers might use to develop strategies or generally applicable firm practices.We propose a practice-based view (PBV)of strategy scholarship to address this gap.In contrast with the resource-based view empha-sis on things that other firms cannot imitate,the PBV examines publicly known,imitable activities, or practices amenable to transfer across firms.We provide evidence for the PBV and discuss its contribution to strategy.The PBV has two important implications,one relating to potential expla-nations for performance and the other relating to the kinds of prescription strategy that scholars might offer.Copyright©2014John Wiley&Sons,Ltd.INTRODUCTIONMany studies in strategic management attempt to explain macro-level firm behaviors or character-istics and/or the influence of such behaviors or characteristics on firm performance.Contrast this approach with the approach in operations research or parts of marketing research.Operations research largely develops techniques intended to help man-agers.Likewise,much of marketing emphasizes techniques(conjoint analysis,hedonic pricing, etc.)that tie to the specific decisions marketing managers make.Current strategy scholarship,how-ever,rarely considers specific,actual techniques managers might use to develop strategies or Keywords:practice-based view;publicly known practices; resource-based view;performance explanations;strategy prescription*Correspondence to:Philip Bromiley,The Paul Merage School of Business University of California,Irvine,CA92697-3125,U.S.A. E-mail:bromiley@Copyright©2014John Wiley&Sons,Ltd.generally applicable firm practices(outside of a few areas such as executive compensation).We propose a practice-based view(PBV)of strategy scholarship to address this gap.We define a practice as a defined activity or set of activities that a variety of firms might execute.In contrast with the resource-based view(RBV)emphasis on things that other firms cannot imitate,the PBV examines imitable activities or practices,often in the public domain,amenable to transfer across firms.Our interest in the PBV stems from studies that show that use of publicly known,common practices significantly influences firm performance.While some arguments in the RBV assume that pub-licly known techniques cannot give firms consistent performance advantages(cf.,Barney,1986,1991; Peteraf,1993),many empirical studies,across a variety of domains,find that firms vary in their use of publicly available management practices,and such variation partially explains firm performance1250P.Bromiley and D.Rau(Bloom and Van Reenen,2006;Combs et al.,2006; Nohria,Joyce,and Roberson,2003).To provide a taste of the kind of evidence for the PBV,consider a series of studies by Bloom and colleagues(Bloom and Van Reenen,2006;Bloom et al.,2007,2012,2013).These studies examine the association of performance and the use of man-agement practices in very large samples of firms from multiple countries.They consider standard practices such as setting goals,having clear per-formance measurement,working to attract talented people,rewarding high performance,and removing poor performers.None of these practices is secret or technologically complex,nor do they require some hard-to-transfer resources or capabilities.The results are consistent across studies.Whether mea-suring performance by sales,return on capital,sales growth,or bankruptcy,the use of standard man-agement practices positively influences firm perfor-mance,and the use of such practices differs widely across firms.While U.S.firms in their samples use these management practices more often than firms in other countries,many U.S.firms do not use many of the practices(Bloom et al.,2012).Perhaps their most compelling evidence comes from an experimental study using a sample of Indian textile plants(Bloom et al.,2013).The study used professional consultants to provide dif-ferent advice to randomly assigned treatment and control groups of firms.The consultants advised the treatment group in practices such as regular maintenance of machines,recording reasons for machine breakdowns,removing trash from the fac-tory floor,and having an accurate account of raw materials inventory.The control group received less directive advice.The treatment group,encouraged to follow these practices,increased their average productivity by11percent compared to firms in the control group,that were given more general advice.These studies show that firms differ in their use of rather simple and seemingly obvious practices, and these differences lead to performance differ-ences across firms.While Bloom et al.’s(2013) experimental study examined particularly simple practices,practices in the PBV are not necessar-ily simple or obvious;they may be very com-plex and stretch across a variety of substantive domains(Collins and Clark,2003;Kaynak,2003; V onderembse and Tracey,1999).Work on tech-nology,for example,examines firm practices deal-ing with patenting and the geographic location of facilities(Furman et al.,2006).A massive literature has studied the effective implementation of total quality management and its benefits(Reed,Lemak, and Montgomery,1996;Winter,1994).Work on boards and top management deals with a variety of practices in the composition of such groups(for example,diversity of backgrounds or ratio of insid-ers to outsiders)and in their processes(Carpen-ter,Geletkanycz,and Sanders,2004;Rau,2005; Westphal and Milton,2000;Westphal and Zajac, 1995;Zona and Zattoni,2007).Some of the prac-tices in the PBV may deal with strategy formu-lation and implementation,but others could deal with specific activities that influence performance such as,for example,GE’s major management ini-tiatives like the workout process,the emphasis on management selection and development,and stretch goals.Essentially,any practice that provides spe-cific guidelines to managers on how to behave becomes a potential explanation of firm perfor-mance variable in the PBV.Consider,for example,the substantive domain of risk.We choose risk largely because we have worked in the area;our concerns apply equally to our work as to the work of others.Strategy work on risk largely uses management incentives and firm past performance to explain firm-level behaviors associated with risk and the impact of such behaviors on firm performance.Like many strategy areas,however,what we study ties only weakly to the manager’s problem.Telling managers that low performance increases their tendency to take bad risks is helpful,but not central to strategic risk management.Managers want to know what to do(i.e.,practices),and we have relatively little to tell them.Similarly,in the area of mergers,we have an immense amount of fine scholarship explaining who undertakes mergers and the performance of such mergers.We might want to understand how com-panies:(1)identify merger targets using what tools or practices,(2)evaluate targets using what tech-niques and criteria,(3)decide on mergers by what criteria,and(4)execute mergers.Work on practices in mergers has largely emphasized post-merger integration(e.g.,Zollo and Singh,2004,identify a number of specific tools that banks could use to improve integration)although Haspeslagh and Jemison(1991)consider a broader set of activities. In each issue,we want to understand how varia-tion in activities associates with the success of the activity.Research Prospectives1251Contrast these streams of research with strat-egy research on practices in executive compensa-tion.Perhaps because executive compensation is one practice reported in public data,we have an immense set of studies examining the determinants of executive compensation and the influence of executive compensation on firm behavior and per-formance.Note that this does not mean we end with simple,easy-to-use answers.For example,we may find particular incentives have a variety of impacts, some desirable and some not.However,at least this speaks directly to something managers and boards can do.We have more specific advice for managers and boards regarding compensation than in most other areas.Note that the PBV can equally deal with prac-tices that reduce performance as with practices that improve performance.A good theoretical under-standing of the impact of a practice on performance can apply to both beneficial and harmful practices. If we want to explain variation in performance, knowing what not to do may be quite valuable. Think about coaching someone in a sport.Part of coaching is teaching the athlete what to do,but part is also teaching the athlete what not to do.We therefore propose the PBV as a means of drawing strategy scholars’attention to management practices and techniques.Focusing on practices will help us to create specific,actionable advice for managers and other practitioners while continuing to advance our ability to explain firm behavior and the influence of firm behavior on performance. Contribution of the PBVThe PBV can contribute to a deeper understanding of the determinants of firm performance,but does not simply lead to lists of good things to do.Con-sider the compensation example we discuss above. The first order effect may be between having partic-ular forms of incentives and not having them(e.g., in general,firms that issue stock options may out-perform firms that do not issue stock options).A second order effect,however,rests on how the firm implements those practices.Firms have developed a plethora of variations in the details of executive compensation contracts and behaviors;these varia-tions may cause the same practice to have different effects on performance across firms.Here,the PBV connects with previous work fol-lowing the behavioral theory of the firm(BTOF, Cyert and March,1963)and related work.The BTOF views the firm as a complex system of routines.The implementation of practices in orga-nizations very frequently involves new or changed routines.If practices align with routines,the ben-efits of practices should depend on the practices themselves as well as on the parameters and man-agement of the practices.For example,a bank may follow industry standards in creating a practice for approval for loans.However,the impact of that practice on bank performance will depend on spe-cific guidelines and criteria set by the bank.The impact may also depend on the interaction of the practice with others.For example,even the most well-designed risk management practice may have limited impact if the organization has strong incen-tives for excessive risk taking(Brooks,2010). The PBV also connects very strongly with evolutionary economics(Nelson and Winter,1982; Winter,1964).Winter(1994)suggests that some practices such as quality management provide a way of eliciting a firm’s tacit knowledge embedded in its existing routines,examining these routines to identify opportunities for improvement,and then helping the organization evolve by identifying and selecting new and better routines.This process of elicitation,examination,identification,and selection depends on the firm’s history.As with the BTOF,organizational history and context moderates the influence of practices.The PBV likewise connects to work on capa-bilities.If we consider a capability the ability of an organization to do something,then capabilities derive from an interaction of routines,learning mechanisms,and choice(Zollo and Winter,2002). This process of adapting capabilities will also depend on the explicit or implicit choices that firms make about practices.For example,the practice of codifying knowledge from acquisitions will change what and how much the organization learns from acquisitions,eventually resulting in the modification of current practices or routines(Zollo and Winter,2002).Another way to understand the contribution of the PBV is in the causal structures investigated.In most strategy research,we have a construct that influences performance.If we see specific practices mentioned,they largely are as indicators of this unobserved construct.Figure1presents a path diagram of this process.The symbols use the standard notation in path analysis,i.e.,the rectangular or square boxes sig-nify observed or manifest variables,and the ellipses1252P.Bromiley and D.RauFigure1.Traditional model of strategy researchsignify unobserved or latent variables.The straight arrows signify that the variable at the base of the arrow“causes”the variable at the head of the arrow (Bollen,1989).For example,if the construct of interest were diversification,we might use effect or“reflective”indicators(i.e.,indicators caused by the construct,like the entropy measure of prod-uct diversification and the entropy measure of geo-graphic diversification)to measure the unobserved construct of diversification(Bollen,1989).Model-ers attempt to explain diversification by firm vari-ables like size,experience in previous diversifica-tion,governance,etc.(For the sake of simplicity, we have represented these explanatory variables as manifest variables in Figure1).The theories that strategy scholars normally test deal with the deter-minants of the construct and the influence of the construct on firm performance.If it were risk,we might use variance in analyst forecasts or beta as risk indicators and attempt to explain risk by factors like previous firm performance and management incentives.Often,we use a single indicator for a construct.In general,our theories deal with the vari-ables that explain the construct(e.g.,diversification or risk),the impact of the construct on performance, and the variables that may modify the impact of the construct on performance.Because we often use a single indictor for a construct,strategy scholars are often not explicit about the indicator-construct relation.In contrast,a practice orientation would examine the impact of the practice itself.As shown in Figure2,here the practices are important entities in and of themselves rather than simply indicators for some underlying construct. In some cases,scholars might try to relate the practices directly to performance and in others they might operate through an intermediary construct. The full toolbox of moderated and mediated effects can apply in a practice approach just as they can in the standard approach.To illustrate,in the risk context,we might con-sider firm risk-management practices,for example, whether the firm uses enterprise risk management (ERM)or value at risk(VaR)(see,for instance, Anderson&Schrøder,2010).We may want to explain which firms use which practices and so have explanatory variables influencing use of the prac-tices.We might argue that the practices influence a performance outcome of interest and that their influ-ence depends on some other factors.For example, we might hypothesize that large firms use ERM more than small firms and that size moderates the influence of ERM on firm risk.This minimal model could easily be expanded in a variety of ways.For example,we might hypoth-esize that some unobserved construct mediates the influence of the practices.In the risk example,the practices might influence risk and risk influence performance(see Figure3). Figure2.PBV model of strategy researchResearch Prospectives1253Figure3.Expanded model of PBV approach to strategy researchThe important distinction here is that the use of practices becomes a central part of the theory and modeling.Instead of using ERM or VaR usage as indicators of good risk management,we focus directly on their use.Understanding practices requires both qualitative and quantitative analysis.The strategy-as-practice movement adds important qualitative information on firm processes(Carter,Clegg,and Kornberger, 2008;Jarzabkowski,2004)as does an older tradi-tion in strategy process(see,for instance,Bower, 1970,and Bromiley,1986).However,strictly quali-tative research has a limited ability to identify effec-tive processes rigorously.The PBV includes the qualitative work in strategy-as-practice,but adds the need for quantitative work as well.We mentioned some examples of this work during our earlier dis-cussion.Research on replication of practices(Szu-lanski and Jensen,2006),acquisitions(Zollo and Singh,2004),and alliances(Kale and Singh,2007; Kale,Singh,and Perlmutter,2000)provide addi-tional examples.Szulanski and Jensen(2006),for instance,examine the relation between the number of steps that were followed in a52-week plan and the number of franchisees added each year in Mail Boxes Etc.’s international network,over a number of years.Kale and Singh(2007)use large sample survey data to examine how an alliance function leads to learning(as captured by articulation,codi-fication,sharing,and internalization),which in turn influences alliance success.In almost all cases,to judge the relative effec-tiveness of practices requires data where use of the practices and performance vary.To estimate the relations between practice and outcome with any reliability,the sample must be substantially larger than the number of practices examined.Eventually, we will probably have to:(1)engage in the identifi-cation of practices in specific areas,(2)use survey or similar methodologies to assess firm use of prac-tices,and(3)assess the effectiveness of different practices.Given the emphasis on actual firm prac-tices,the PBV offers an excellent mechanism to implement more engaged scholarship(Van de Ven, 2007).Identifying firm practices is an ideal domain for engaged scholarship,and assessing the effec-tiveness of practices offers the kind of output that practitioners will find valuable.How the PBV differs from the RBVGiven their common emphasis on firm activities, the PBV and RBV share some apparent similarities. However,the PBV differs from the RBV in two ways:definition of the dependent variable and isolating mechanisms.Dependent variableWe think that PBV research should focus on firm or business unit performance as the dependent vari-able.This is in contrast to seminal RBV articles such as Barney(1991)or Peteraf(1993),which explicitly state that the purpose of the RBV is to explain how some firms gain sustained competitive advantage.Indeed,“sustained competitive advan-tage”appears in the title of Barney(1991)and the abstract of Peteraf(1993).If one cites Barney (1991)or Peteraf(1993)as the theoretical founda-tion for the RBV,the main aim of the RBV is to explain sustained competitive advantage.One reviewer questioned why we did not see sus-tained competitive advantage or sustained relative advantage as the appropriate dependent variable for the PBV.We think PBV research should focus on firm performance rather than advantage for several reasons.1254P.Bromiley and D.RauFirst,we know of few papers that actually imple-ment the“sustained”and“advantage”parts of sus-tained competitive advantage(Bromiley,2005).To test a theory that attempts to explain the difference between firms with sustained competitive advantage and other firms requires a dependent variable that categorizes firms as having or not having sustained competitive advantage.Almost all empirical papers claiming a relation to the RBV use conventional performance measures like return on assets(ROA) or Tobin’s Q.Empirical results with such measures could just as easily reflect the model distinguishing between below-average performance and average performance as between average and above-average performance(which appears associated with com-petitive advantage).Furthermore,annual or quar-terly performance measures completely ignore the “sustained”part of the construct.1Second,if one measures advantage solely by per-formance,then advantage is superfluous.Measur-ing advantage by a single indicator of performance relinquishes the ability to differentiate empirically between performance and advantage.If we do not empirically distinguish between advantage and per-formance,then Occam’s Razor suggests one of the two concepts should be avoided.Observable indi-cators of firm performance(ROA,Tobin’s Q,and similar measures)are clearly more valid indica-tors of firm performance construct than competitive advantage.Performance has a third benefit in that it has tangible meaning in both academic and practitioner communities.It communicates more clearly than advantage.In short,for these reasons,we think PBV scholars should emphasize performance rather than advantage as their dependent variable.Isolating mechanismsThe second major distinction between the RBV and PBV stems from the idea that“sustained”competi-tive advantage requires isolating mechanisms.This need for isolating mechanisms underlies various parts of the RBV as presented by Barney(1991)and 1We suspect that the emphasis on advantage rather than perfor-mance comes from a concern that firms might choose lower cur-rent performance to maintain higher long-term performance(e.g., by a monopolist keeping prices below the optimum to deter entry). However,this can be handled by talking about time tradeoffs in performance as easily as talking about competitive advantage. Indeed,the original theory papers in the pricing-to-deter-entry literature dealt with performance not advantage.Peteraf(1993).The RBV requires that managers not fully understand how to create their resources to prevent the manager selling that knowledge to other companies.It requires that resources not be subject to imitation.Indeed,the arguments in Bar-ney(1991)and Peteraf(1993)claim that publicly known,imitable practices cannot lead to sustained competitive advantage.The PBV generally applies to practices that have weak or nonexistent isolating mechanisms.The studies noted above demonstrate that firm use of these kinds of standard,publicly available practices explain substantial performance variation.How long a given practice will explain performance variation(i.e.,how long it leads to“sustained”advantage)is itself a worthy topic for research, but the indications are that use of practices can confer benefits for substantial bs et al.(2006)finds personnel practices like incentive compensation,training,and performance appraisal associate with high performance;these practices have been standard in the personnel texts and books for decades.Bloom and Van Reenen(2006)find that tracking production performance explicitly, managerial performance having consequence for the managers,rewarding high performers,remov-ing poor performers,and formal performance reviews,among other factors,associate with high performance.Thus,it appears use of practices not protected by isolating mechanisms can provide enduring performance benefits.The PBV is largely concerned with practices that can be transferred across firms,i.e.,that are not protected by extremely strong isolating mechanisms.Additional implications of the PBV for strategy scholarshipIn addition to its potential for creating research that is more relevant to practitioners,the PBV has some important implications for strategy scholarship itself.We identify two—the potential explanations for performance and the potential for prescription.The PBV increases the legitimate potential expla-nations for performance variation.Specifically,in addition to RBV resources,the PBV adds the use of the plethora of practices in the public domain. In the PBV,firm performance should depend on: (1)the use of specific practices,(2)the details of how those practices are used,(3)the interaction of those practices with other practices in the firm,andResearch Prospectives1255(4)the behavior of competitors.Behavior of com-petitors enters here since the benefits of a practice are often relative.For example,in an industry that does not emphasize marketing,a firm might gain from having modest marketing skills whereas in a marketing-intensive industry,that would not suffice. Finally,the PBV has implications for the kind of prescriptions that strategy scholars might offer. The PBV could offer publicly available techniques as prescriptions,with the caveat that strategy schol-ars should try to identify when and under what conditions the use of specific techniques have the most value.By focusing on practices,the PBV will naturally lead to direct recommendations of things managers can do.The PBV offers a new and different per-spective on strategy scholarship complementing extant views like industry analysis,RBV,and the knowledge-based view.The PBV opens new topics for research,and has the potential to change how scholars view variations in firm performance,what variables they use to explain performance,and what they prescribe for firms. ACKNOWLEDGEMENTWe would like to thank the editors for their helpful comments on previous versions of this essay. 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Bloom N,Genakos C,Sadun R,Van Reenen J.2012.Man-agement practices across firms and countries.Academy of Management Perspectives26(1):12–33.Bloom N,Van Reenen J.2006.Measuring and explaining management practices across firms and countries.Cen-ter for Economic Performance Discussion paper716.Center for Economic Performance London School of Economics and Political Science:London.Bollen KA.1989.Structural Equations with Latent Vari-ables.John Wiley and Sons,Inc:New York.Bower JL.1970.Managing the Resource Allocation Pro-cess.Harvard Business School Press:Boston. Bromiley P.1986.Corporate Capital Investment:A Behavioral Approach.Cambridge University Press: New York.Bromiley P.2005.Behavioral Foundations of Strategic Management.Blackwell:Oxford,UK.Brooks DW.2010.Creating a risk-aware culture.In Enter-prise Risk Management,Fraser J,Simkin BJ(eds).Wiley:New York;87–95.Carpenter MA,Geletkanycz MA,Sanders WG.2004.Upper echelons research revisited:antecedents,ele-ments,and consequences of top management team composition.Journal of Management30(6):749–778. Carter C,Clegg SR,Kornberger M.2008.Soapbox:edito-rial essays:strategy as practice?Strategic Organization 6(1):83–99.Collins CJ,Clark KD.2003.Strategic human resource practices,top management team social networks,and firm performance:the role of human resource prac-tices in creating organizational competitive advantage.Academy of Management Journal46(6):740–751. Combs J,Liu VM,Hall A,Ketchen D.2006.How much do high-performance work practices matter?A meta-analysis of their effects on organizational perfor-mance.Personnel Psychology59(3):501–528.Cyert RM,March JG.1963.A Behavioral Theory of the Firm.Prentice-Hall:Englewood Cliffs,NJ.Furman J,Kyle MK,Cockburn I,Henderson RM.2006.Knowledge spillovers,geographic location,and the productivity of pharmaceutical research.Annales d’Économie et de Statistique79-80:167–190. Haspeslagh PC,Jemison DB.1991.Managing Acquisi-tions:Creating Value through Corporate Renewal.Free Press:New York.Jarzabkowski P.2004.Strategy as practice:recursiveness, adaptation,and anization Studies 25(4):529–560.Kale P,Singh H.2007.Building firm capabilities through learning:the role of the alliance learning process in alliance capability and firm-level alliance success.Strategic Management Journal28:981–1000.Kale P,Singh H,Perlmutter H.2000.Learning and protec-tion of proprietary assets in strategic alliances:building relational capital.Strategic Management Journal21: 217–237.Kaynak H.2003.The relationship between total quality management practices and their effects on firm per-formance.Journal of Operations Management21(4): 405–435.Nelson RR,Winter SG.1982.An Evolutionary Theory of Economic Change.Harvard University Press:Cam-bridge,MA.Nohria N,Joyce W,Roberson B.2003.What really works: 4+2=Sustained business success.Harvard Business Review81(7):42–52.。
BU战略计划基本英文
• Capturing value from competitors, customers, distributors,
suppliers, and producers of substitute products and services
3
RATIONALE FOR PROPOSED DEFINITION
Key question
Subquestions
Issues to be considered*
What are the major changes in industry dynamics and the resulting opportunities and risks?
What industry are you competing in? What are the various segments in the industry?
• Capturing value from competitors, customers, distributors,
suppliers, and producers of substitute products and services
1. Recognizes dual role of creating and capturing value in all elements of business system
511246
DESCRIPTION OF MATERIALS
• This document was developed as a training presentation for the
newly appointed business unit CEOs of an Asian family-owned conglomerate
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P rocedia Economics and Finance 7 ( 2013 ) 96 – 1022212-5671 © 2013 The Authors. Published by Elsevier B.V.Selection and peer-review under responsibility of ICEBR 2013doi: 10.1016/S2212-5671(13)00223-2ScienceDirectAvailable online at 97 K amal Fahrulrazy Rahim et al. / P rocedia Economics and Finance 7( 2013 )96 – 102CBMA involving the companies from Asian countries in the future.Malaysia is one of the developing countries that experienced rapid growth which transformed it from an agriculture-based economy to an industrial- based economy. Malaysia has been classified as an advanced emerging market in June 2011 by FTSE Group. This is the recognition for the continuous effort and commitment by the government, regulators and market participants to build a high quality market which will attract more investment from global investors. For decades Malaysia has been following prudent macroeconomic policies, focusing on low inflation, strong external reserves and current account surpluses. This study focuses on Malaysia as one of the advanced emerging market countries.2.Statement of ProblemIn Malaysia, Saiful, 2007, urged that there is a lack of empirical research on the economic consequences of the firms involved in M&A, particularly in an emerging market. None of the studies on corporate M&A activities in Malaysia is comprehensive to conclusively establish the economic gain in M&A of the bidder and target firms. She also suggested future researchers look into CBMA of Malaysian firms which are also lacking. Her suggestion is supported with the statement made by Sanjai et al., 2011, on the very few academic papers focusing on the financial impact on the emerging market companies of CBMA. The increasing trend toward CBMA by firms from emerging market and lack of research in this area creates the need to address whether the extant conceptual framework and empirical evidence on international CBMA are relevant for acquirers outside the developed countries.Therefore, this study is to fill in the research gap by exploring the determinants within the advanced emerging market acquiring firms, for example, financial data as suggested by Sanjai et al., 2011, and external factors, for example, economic factors as suggested by Saiful, 2007.3.Literature ReviewThere are inconclusive findings on shareholder value creation from mergers and acquisitions by previous researchers. Conn et al., 2005; Black et al., 2007; and Francis et al., 2008, found out that the announcement of cross-border acquisitions resulted in positive abnormal returns. Glamour acquirers generated more value in cross-border acquisitions of public firms while value and high technology acquirers and a higher cultural difference resulted in a greater value creation in the cross-border acquisition of private firms. Meanwhile, Gregory and McCorriston, 2005; Moeller and Schlingemann, 2005; Wooster, 2006; Aybar and Ficici, 2009, show that there wa s no significant effect relating to the announcement of acquisitions on shareholders’ wealth. 4. Research MethodologyAn event study is carried out to examine the share price behavior of bidding firms and target firms over the specified period of time. This study focuses on how security prices respond to the information released duringa public announcement of a specific event of a firm in the case of M&A. Franks et al., 1977, commented that the market begins to anticipate mergers on average of at least 3 months prior to the announcement date. Daily historical prices for the stock of acquiring companies as well as market index are obtained from data-stream. The sample comprises 285 transactions of CBMA throughout 2000 to 2011. From 285 CBMA, only 73 transactions are considered as the final sample in this study that exceeds the limitation set in this research. The daily realized returns (R it) for each day t for the event window [-90; +90] are computed. The daily abnormal returns (AR it) are obtained as differences of realized and predicted returns on day t in the event period.98K amal Fahrulrazy Rahim et al. / P rocedia Economics and Finance 7( 2013 )96 – 102AR it = R it–(α + βi R mt)(1)where, R it = P1 - P0(2) where: R it is the return of stock i at time t, R mt is the market index return at time tAccording to Campbell et al., 1997, the market model represents a potential improvement over the traditional constant mean-return model, because by removing the portion of the return that is related to a variation in the market's return, the variance of the AR is reduced. This can lead to an increased ability to detect event effects. The daily average abnormal returns (AR t) and cumulative abnormal returns (CAR t) for each day t for the event window [-90; +90] are computed as follows:nAR it = 1 ∑AR it(3)n t =1t=t2CAR t = ∑AR it(4)t=t1where: t1represents the first day of event window, t2 represents the last day of the event window and n represents the number of transactions in the sample.This research uses hypothesis testing to test relationship between the dependent variable with independent variables. The dependent variable is cumulative abnormal returns (CAR). CAR is used to measure the short-run shareholder value creation. Sanjai et al., 2011, used CAR to test the determinants of cross sectional variation with classical factors and governance factors. The independent variables are board size, independent board of director, market-to-book ratio, free cash flow, financial leverage, liquidity, firm age, gross domestic product and corporate tax rate. Table 1.0 shows the hypotheses for this study.Table 1. Hypotheses.H1: Board size is positively related with shareholder value creation of the acquiring firms in CBMA.H2: An independent board of directors (IND. DIRECTOR) is positively related with shareholder value creation of the acquiring firms in CBMA.H3: Market-to-book ratio (MTB) is positively associated with shareholder value creation at acquiring firms in CBMA.H4: Free cash flow (FCF) is positively associated with the shareholder value creation of acquiring firm in CBMA.H5: Financial leverage (LEV) is a positively related with the value creation of acquiring firm in CBMA.H6: Liquidity (LIQ) is positively related with the shareholder value creation of acquiring firm in CBMA.H7: Firm Age (AGE) is positively related with the shareholder value creation of acquiring firm in CBMA.H8: Firm Size (SIZE) is positively related the with the shareholder value creation of acquiring firm in CBMAH9: Sales growth (GRO) is positive related with the shareholder value creation of acquiring firm in CBMA.H10: Gross domestic product (GDP) is positively related with the shareholder value creation of acquiring firm CBMAH11: Corporate tax rate (TAX) is negatively related with the shareholder value creation of acquiring firm in CBMA.H12: Foreign exchange rate (FOREX) is negatively related with the shareholder value creation of acquiring firm in CBMA99K amal Fahrulrazy Rahim et al. / P rocedia Economics and Finance 7 ( 2013 ) 96 – 102 Lastly, a cross sectional regression analysis is applied to show the relationship between dependent and independent variables at one period or point in time. The determinants of acquiring firms in CBMA are examined with shareholder value creation (CAR) through cross-sectional regression analysis. The general cross-sectional regression model as follows:-CAR = D i + β1 BOARD SIZE + β2 IND. DIRECTOR + β3 MTB + β4 FCF + β5 LEV + β6 LIQ + β7 AGE + β8SIZE + β9 GRO + β10 GDP + β11 TAX + β12 FOREX + e it (5)5. Result and DiscussionTable 2.0 provides the result of the event window (-90, 90) based on 73 CBMA transactions of Malaysian acquiring firms. The cross section regression model is as follows.CAR = 5.868604 + 0.144514 BOARD SIZE + -0.010357 IND. DIRECTOR + -0.008874 MTB +0.0000000354 FCF + -0.000906 LEV + 0.620766 LIQ + 0.089656 AGE + -0.380366 SIZE +0.152487 GRO + -0.013203 GDP + -0.108630 TAX + 0.795841 FOREX + e it (6)The results show that the model as a whole perform well in terms of the joint significance of variables, F -value is 78.35806 (Prob. > F =0.0000). In other word, the model is significantly fitted and this research has value to proceed. On the other hand, the low adjusted R 2 (59 per cent) suggests that the dependent variable is explained by factors other than independent variables.Table 2. Ordinary Least Square – The results of basic model parameter estimates and test of significance.Note: *** denote significance at 1per cent level.At the level of the individual variable, board size has a positive relationship (Coefficient=0.144514) with CAR whereby an increase in the number of board size would increase CAR and statistically significant (prob. = 0.0000) at 1 per cent significant level. This supports hypothesis 1 that the board size of Malaysian acquiring firms contribute positively to the shareholder value creation. The result is similar to that of Coles et al ., 2007, Bauguess and Stegemoller, 2008 and Dalton et al ., 1999, that board size affects firm and market performance. Another variables to represent agency theory which is independent board of directors has a negative Variable CoefficientProb. C BOARD_SIZE IND_BOD MTB FCF LEV LIQ FIRM_AGE FIRM_SIZE SALES_GRO GDP CORPORATE_TAX FOREX 5.8686040.144514-0.010357-0.0088743.54E-08-0.0009060.6207660.089656-0.3803660.152487-0.013203-0.1086300.7958410.0000*** 0.0000*** 0.0934*** 0.3038 0.0000*** 0.0011*** 0.0000*** 0.0000*** 0.0000*** 0.0000*** 0.0017*** 0.0000*** 0.0000*** R -squared 0.590047F -statistic 78.35806Prob(F -statistic) 0.000000100K amal Fahrulrazy Rahim et al. / P rocedia Economics and Finance 7( 2013 )96 – 102 relationship (Coefficient = -0.010357) with the shareholder value creation and statistically significant (prob. =0.0934) at 1 per cent significant level. This result rejects hypothesis 2 that independent board of directors ispositively related to the shareholders value creation.Based on financial ratio variables, MTB has a negative relationship (Coefficient = -0.008874) with CAR whereby an increase in number of MTB would increase CAR and statistically not significant (prob. t= 0.3038) at 1 per cent significant level. This rejects hypothesis 3 that the MTB of Malaysian acquiring firms contribute positively to the shareholder value creation.From the result, FCF has a positive relationship (Coefficient=0.0000000354) with shareholder value creation and statistically significant (prob. = 0.0000) at 1 per centsignificant level. This result supports hypothesis 4 that FCF is positively related to the shareholders value creation. LEV has a positive relationship (Coefficient=-0.000906) with shareholder value creation and statistically significant (prob. = 0.0000) at 1 per cent significant level. This result rejects hypothesis 5 that LEV is positively related to the shareholders value creation. LIQ has a positive relationship (Coefficient=0.620766) with shareholder value creation and statistically significant (prob. = 0.0000) at 1 per cent significant level.This result supports hypothesis 6 that LIQ is positively related to the shareholders value creation.The firm AGE has a positive relationship (Coefficient = 0.089656) with the shareholder value creation, and is statistically significant (prob. = 0.0000) at 1 per cent significant level. This result supports hypothesis 7 that AGE is positively related to the shareholders value creation. The firm SIZE has a negative relationship (Coefficient = -380366) with shareholder value creation and statistically significant (prob. =0.0000) at 1 per cent significant level.This result rejects hypothesis 8 that the firm SIZE is positively relatedto the shareholders value creation. The last determinant from financial information is sales GRO. The sales GRO has a positive relationship (Coefficient = 0.152487) with shareholder value creation and statistically significant (prob. = 0.0000) at 1 per cent significant level.This result supports hypothesis 9 that the sales GRO is positively related to the shareholders value creation.On the macro economic factors, GDP has a negative relationship (Coefficient = -0.013203) with CAR whereby an increase in the number of GDP would decrease CAR and statistically significant (prob. = 0.0017) at 1 per cent significant level. This rejects hypothesis 10 that the GDP contribute positively to the shareholder value creation. TAX has a negative relationship (Coefficient = -0.108630) with cumulative abnormal return whereby an increase in number of tax would decrease CAR and statistically significant (prob. t= 0.0000) at 1 per cent significant level. This supports hypothesis 11 that the TAX contributes negatively to the shareholder value creation which is similar with the finding of Markides and Ittner, 1994, and Cakici et al., 1996. The last economy factor selected in this research is foreign exchange rate (FOREX). FOREX has positive relationship (Coefficient =0.047707) with cumulative abnormal return whereby an increase in number of FOREX would increase cumulative abnormal return and statistically significant (prob. > t= 0.0000) at 1 per cent significant level. This rejects hypothesis 12 that the FOREX contributes negatively to the shareholder value creation.5. ConclusionsOverall, the basic model used in this study to examine the relationship between the determinants or independent variables with the cumulative abnormal return or shareholder value creation is statistically significant. From twelve hypotheses, six hypotheses support that the determinants have a relationship with the cumulative abnormal return or shareholder value creation. It can be concluded that the internal factors of the acquiring firms significantly contribute to the shareholders’ value creation.In term of economy factor, TAX has a positive relationship and is statistically significant to shareholder value creation. This means that external determinants also influence the shareholder value creation. This is supported by the increase in the value and numbers of cross border mergers and acquisitions in the advanced emerging markets not only Malaysia but all over the world.There is room for improvement over the basic model of this study by adding more variables such as101 K amal Fahrulrazy Rahim et al. / P rocedia Economics and Finance 7( 2013 )96 – 102changing the event window instead of (-90, 90) days to (-120,120) days, (-60, 60) days, (-30, 30) days or other event windows to test the robustness. The model can also be expended by adding new variables such as financial data or financial ratios of target firms, political risk, and others to make the model more acceptable and make the study more robust. Besides, future researchers can relate the M&A theories with the determinants to make the future study more interesting. 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