企业并购财务风险控制外文文献翻译2014年译文3100字
财务风险管理外文文献翻译
文献出处: Sharifi, Omid. International Journal of Information, Business and Management6.2 (May 2014): 82-94.原文Financial Risk Management for Small and Medium Sized Enterprises(SMES)Omid SharifiMBA, Department of Commerce and Business Management,Kakatiya University, House No. 2-1-664, Sarawathi negar,1．ABSTRACTmedium sized Enterprises (SME) do also face business risks, Similar to large companies, Small and Mwhich in worst case can cause financial distress and lead to bankruptcy. However, although SME are a major part of the India and also international - economy, research mainly focused on risk management in large corporations. Therefore the aim of this paper is to suggest a possible mean for the risk identification, analysis and monitoring, which can be applied by SME to manage their internal financial risks. For this purpose the financial analysis, which has been used in research to identify indicators for firm bankruptcy, was chosen. The data required for the study was collected from Annual report of the Intec Capital Limited. For the period of five years, from 2008 to 2012.the findings showed the data and the overview can be used in SME risk management.Keywords: Annual report, Small and Medium sized Enterprises, Financial Risks, Risk Management.2．INTRUDUCTIONSmall and medium sized enterprises (SME) differ from large corporations among other aspects first of all in their size. Their importance in the economy however is large . SME sector of India is considered as the backbone of economy contributing to 45% of the industrial output, 40% of India’s exports, employing 60 million people,create 1.3 million jobs every year and produce more than 8000 quality products for the Indian and international markets. With approximately 30 million SMEs in India, 12 million people expected to join the workforce in next 3 years and the sector growing at a rate of 8% per year, Government of India is taking different measures so as to increase their competitiveness in the international market. There are several factors that have contributed towards the growth of Indian SMEs.Few of these include; funding of SMEs by local and foreign investors, the new technology that is used in the market is assisting SMEs add considerable value to their business, various trade directories and trade portals help facilitate trade between buyer and supplier and thus reducing the barrier to trade With this huge potential, backed up by strong government support; Indian SMEs continue to post their growth stories. Despite of this strong growth, there is huge potential amongst Indian SMEs that still remains untapped. Once this untapped potential becomes the source for growth of these units, there would be no stopping to India posting a GDP higher than that of US and China and becoming the world’s economic powerhouse.3. RESEARCH QUESTIONRisk and economic activity are inseparable. Every business decision and entrepreneurial act is connected with risk. This applies also to business of small andmedium sized enterprises as they are also facing several and often the same risks as bigger companies. In a real business environment with market imperfections they need to manage those risks in order to secure their business continuity and add additional value by avoiding or reducing transaction costs and cost of financial distress or bankruptcy. However, risk management is a challenge for most SME. In contrast to larger companies they often lack the necessary resources, with regard to manpower, databases and specialty of knowledge to perform a standardized and structured risk management. The result is that many smaller companies do not perform sufficient analysis to identify their risk. This aspect is exacerbated due to a lack in literature about methods for risk management in SME, as stated by Henschel: The two challenging aspects with regard to risk management in SME are therefore:1. SME differ from large corporations in many characteristics2. The existing research lacks a focus on risk management in SMEThe following research question will be central to this work:1.how can SME manage their internal financial risk?2.Which aspects, based on their characteristics, have to be taken into account for this?3.Which mean fulfils the requirements and can be applied to SME?4. LITERATURE REVIEWIn contrast to larger corporations, in SME one of the owners is often part of the management team. His intuition and experience are important for managing the company.Therefore, in small companies, the (owner-) manager is often responsible for many different tasks and important decisions. Most SME do not have the necessary resources to employ specialists on every position in the company. They focus on their core business and have generalists for the administrative functions. Behr and Guttler find that SME on average have equity ratios lower than 20%. The different characteristics of management, position on procurement and capital markets and the legal framework need to be taken into account when applying management instruments like risk management. Therefore the risk management techniques of larger corporations cannot easily be applied to SME.In practice it can therefore be observed that although SME are not facing less risks and uncertainties than largecompanies, their risk management differs from the practices in larger companies. The latter have the resources to employ a risk manager and a professional, structured and standardized risk management system. In contrast to that, risk management in SME differs in the degree of implementation and the techniques applied. Jonen & Simgen-Weber With regard to firm size and the use of risk management. Beyer, Hachmeister & Lampenius observe in a study from 2010 that increasing firm size among SME enhances the use of risk management. This observation matches with the opinion of nearly 10% of SME, which are of the opinion, that risk management is only reasonable in larger corporations. Beyer, Hachmeister & Lampenius find that most of the surveyed SME identify risks with help of statistics, checklists, creativity and scenario analyses. reveals similar findings and state that most companies rely on key figure systems for identifying and evaluating the urgency of business risks. That small firms face higher costs of hedging than larger corporations. This fact is reducing the benefits from hedging and therefore he advises to evaluate the usage of hedging for each firm individually. The lacking expertise to decide about hedges in SME is also identified by Eckbo, According to his findings, smaller companies often lack the understanding and management capacities needed to use those instruments.5. METHODOLOGY5.1. USE OF FINANCIAL ANALYSIS IN SME RISK MANAGEMENTHow financial analysis can be used in SME risk management?5.1.1 Development of financial risk overview for SMEThe following sections show the development of the financial risk overview. After presenting the framework, the different ratios will be discussed to finally presenta selection of suitable ratios and choose appropriate comparison data.5.1.2. Framework for financial risk overviewThe idea is to use a set of ratios in an overview as the basis for the financial risk management.This provides even more information than the analysis of historical data and allows reacting fast on critical developments and managing the identified risks. However not only the internal data can be used for the risk management. In additionto that also the information available in the papers can be used.Some of them state average values for the defaulted or bankrupt companies one year prior bankruptcy -and few papers also for a longer time horizon. Those values can be used as a comparison value to evaluate the risk situation of the company. For this an appropriate set of ratios has to be chosen.The ratios, which will be included in the overview and analysis sheet, should fulfill two main requirements. First of all they should match the main financial risks of the company in order to deliver significant information and not miss an important risk factor. Secondly the ratios need to be relevant in two different ways. On the one hand they should be applicable independently of other ratios. This means that they also deliver useful information when not used in a regression, as it is applied in many of the papers. On the other hand to be appropriate to use them, the ratios need to show a different development for healthy companies than for those under financial distress. The difference between the values of the two groups should be large enough to see into which the observed company belongs.5.1.3. Evaluation of ratios for financial risk overviewWhen choosing ratios from the different categories, it needs to be evaluated which ones are the most appropriate ones. For this some comparison values are needed in order to see whether the ratios show different values and developments for the two groups of companies. The most convenient source for the comparison values are the research papers as their values are based on large samples of annual reports and by providing average values outweigh outliers in the data. Altman shows a table with the values for 8 different ratios for the five years prior bankruptcy of which he uses 5, while Porporato & Sandin use 13 ratios in their model and Ohlson bases his evaluation on 9 figures and ratios [10]. Khong, Ong & Yap and Cerovac & Ivicic also show the difference in ratios between the two groups, however only directly before bankruptcy and not as a development over time [9]. Therefore this information is not as valuable as the others ([4][15]).In summary, the main internal financial risks in a SME should be covered by financial structure, liquidity and profitability ratios, which are the main categories ofratios applied in the research papers.Financial structureA ratio used in many of the papers is the total debt to total assets ratio, analyzing the financial structure of the company. Next to the papers of Altman, Ohlson and Porporato & Sandin also Khong, Ong & Yap and Cerovac & Ivicic show comparison values for this ratio. Those demonstrate a huge difference in size between the bankrupt and non-bankrupt groups.Figure 1: Development of total debt/ total assets ratioData source: Altman (1968), Porporato & Sandin (2007) and Ohlson (1980), author’s illustrationTherefore the information of total debt/total assets is more reliable and should rather be used for the overview. The other ratios analyzing the financial structure are only used in one of the papers and except for one the reference data only covers the last year before bankruptcy. Therefore a time trend cannot be detected and their relevance cannot be approved.Cost of debtThe costs of debt are another aspect of the financing risk. Porporato & Sandin use the variable interest payments/EBIT for measuring the debt costs. The variable shows how much of the income before tax and interest is spend to finance the debt. This variable also shows a clear trend when firms approach bankruptcy.LiquidityThe ratio used in all five papers to measure liquidity is the current ratio, showingthe relation between current liabilities and current assets (with slight differences in the definition). Instead of the current ratio, a liquidity ratio setting the difference between current assets and current liabilities, also defined as working capital, into relation with total assets could be used.Figure 2: Development of working capital / total assets ratioData source: Altman (1968) and Ohlson (1980); author’s illustratioBasically the ratio says whether the firm would be able to pay back all its’ current liabilities by using its’ current assets. In case it is not able to, which is wh en the liabilities exceed the assets, there is an insolvency risk.6. CRITICAL REVIEW AND CONCLUSIONWhen doing business, constantly decisions have to be made, whose outcome is not certain and thus connected with risk. In order to successfully cope with this uncertainty, corporate risk management is necessary in a business environment, which is influenced by market frictions. Different approaches and methods can be found for applying such a risk management. However, those mainly focus on large corporations, though they are the minority of all companies[13].Furthermore the approaches often require the use of statistical software and expert knowledge, which is most often not available in SME. They and their requirements for risk management have mainly been neglected [17][13].This also includes the internal financial risk management, which was in the focus of this paper. Due to the existing risks in SME and their differences to larger corporations as well as the lack of suitable risk management suggestions in theory, there is a need for a suggestion for a financial risk management in SME. Theaim was to find a possible mean for the risk identification, analysis and monitoring, which can be applied by SME to manage their internal financial risks. For this purpose the financial analysis, which has been used in research to identify indicators for firm bankruptcy, was chosen. Based on an examination and analysis of different papers, despite of their different models, many similarities in the applied ratios could be identified. In general the papers focus on three categories of risk, namely liquidity, profitability and solvency, which are in accordance to the main internal financial risks of SME. From the ratios the most appropriate ones with regard to their effectiveness in identifying risks.译文中小企业的财务风险管理奥米德沙利菲1、摘要中小型企业(SME)和大型企业一样，也面临着业务风险，在最糟糕的情况下，可能会导致金融危机，甚至破产。
企业并购财务风险控制外文文献翻译译文3100字
文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。
企业并购财务风险分析 外文文献翻译
文献出处：Biao D. Analysis of Financial Risk Prevention in Mergers and Acquisitions[J]. International Business and Management, 2014, 9(2): 138-144.第一部分为译文，第二部分为原文。
默认格式：中文五号宋体，英文五号Times New Roma，行间距1.5倍。
企业并购财务风险的预防管理分析摘要：并购被认为是改善企业管理模式，扩大企业规模，调整产业结构的有效途径。
这种方法在世界各地的每一次盛行中都受到很多因素的影响，然而企业并购在中国的起步较晚。
复杂而快速变化的环境使得企业并购具有重大风险。
特别是并购流程每一步都有严重的财务风险。
并购存在各种财务风险，如果这些风险没有得到有效的解决和控制，任何时候都会导致企业失败。
因此，许多学者和企业家认为兼并和收购的财务风险是最大的问题。
本文将对并购财务风险提出有效的预防措施，减少财务风险带来的影响，增加并购成功机会，确保企业并购的实施。
关键词：并购，财务风险，因果关系，预防引言自1897年以来，西方资本主义国家的并购遭遇了五次浪潮。
每次并购对企业的结构优化和资源配置都起着重要的作用。
中国改革开放政策实施后，随着经济全球化的快速发展，并购成为企业扩大经营规模，实现国际化的重要途径之一。
20世纪80年代中国出现并购，当时并购行为在中国企业受到欢迎，尽管许多企业从事并购，但成功案例少。
因为并购行为有很多潜在风险，其中包括市场风险，财务风险，法律风险等。
然而，财务风险被认为是并购的主要问题。
因此，有必要研究并购和财务风险的内容，了解财务风险的特点及其影响，系统分析财务风险，具体来说，需要研究并购前的目标企业的定价风险，并购期间的支付风险和财务风险以及并购后的整合风险。
最后，本文提出了基于各种风险的预防和控制措施，这是降低财务风险并提高并购成功概率的有效途径。
中小企业的财务风险管理外文文献翻译2014年译文3000字
中小企业的财务风险管理外文文献翻译2014年译文3000字Financial Risk Management for Small and Medium-Sized Enterprises (SMEs)Financial risk management is an essential aspect of business management。
particularly for small and medium-sized enterprises (SMEs)。
SMEs face numerous financial risks。
including credit risk。
market risk。
liquidity risk。
and nal risk。
which can significantly impact their financial stability and growth prospects。
Therefore。
the effective management of financial risks is crucialfor SMEs to survive and thrive in today's competitive business environment.One of the primary challenges for SMEs in managing financial risks is their limited resources and expertise。
Unlike large ns。
SMEs often lack the financial resources and specialized staff to develop and implement comprehensive risk management strategies。
As a result。
企业并购财务风险控制外文文献翻译译文3100字
文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。
外文文献翻译现代企业财务管理
现代企业财务控制外文文献翻译(含：英文原文及中文译文)文献出处：Ryan Davidson, Jenny Stewart, Pamela Kent. Discussion on the Modern Enterprise Financial Control [J]Business Inform, 2014(2):83-88.英文原文Discussion on the Modern Enterprise Financial ControlRyan Davidson, Jenny Stewart, Pamela KentThis paper discusses the modern enterprise is becoming China's economic development in the process of an important new force. However, with the modern enterprise investment on the scale of the expansion and extension of the growing investment levels, the modern enterprise financial control is becoming increasingly urgent. This is common in state-owned enterprise groups and private enterprise groups, a common predicament. At present, the modern enterprise is becoming China's enterprises to compete in the international market, the leading force. In a market economy under the conditions of modern business success or failure depends largely on the Group's financial management and financial control is a modern enterprise financial management of the link. Many of the modern enterprise by strengthening the financial control so that the Group significant increase efficiency, and even some loss-making by strengthening the financial control of the modernenterprise to enable companies to achieve profitability. In this paper, expounding China's modern enterprises the main problems of financial control, based on the choice of financial control method was summarized and analyzed the content of the modern enterprise financial controls, the final resolution of the financial control mode selected key factors for the modern enterprise the improvement of financial control to provide a degree of meaningful views.1 IntroductionWith China's accession to WTO, China's enterprise groups must be on the world stage to compete with TNCs from developed countries. At present the development of enterprise groups in China is not satisfactory, although there are national policies and institutional reasons, but more important is its financial management in particular, caused by inadequate financial controls. For a long time, China's enterprise group cohesion is not strong, their respective subsidiaries within the Group for the array, can not play the whole advantage; redundant construction and haphazard introduction of frequent, small investments, decentralized prominent problem: financial management is chaotic, resulting in frequent loss of control, a waste of money the phenomenon of serious; ineffective financial control, financial management loopholes. In recent years, enterprise group's financial control has been our country's financial circles. In short, the problem of exploration in our country has obviouspractical significance.Clearly, China's modern enterprise financial controls are the main problem is to solve the problem of financial control method based on the choice of financial control method is the key financial control of the modern enterprise content is content, while the financial control method of choice is the ultimate ownership of the main factors that point, This train of thought here on the modern enterprise's financial control method were analyzed.2. An overview of the modern enterprise financial controlInternal control over financial control is an important part, is a subsidiary of parent company control of an important part of its financial management system is the core of. The concept of modern enterprise financial controls in accordance with the traditional definition, financial control refers to the "Financial Officers (sector) through the financial regulations, financial systems, financial scale, financial planning goals of capital movement (or the daily financial activities, and cash flow) for guidance, organization, supervision and discipline, to ensure that the financial plan (goals) to achieve the management activities. Financial control is an important part of financial management or basic functions, and financial projections, financial decision-making, financial analysis and evaluation together with a financial management system or all the functions.The modern enterprise's financial control is in the investor's ownership and corporate property rights based on the generated surrounding the Group's overall objective, using a variety of financial means, the members of the enterprise's economic activities, regulation, guidance, control and supervision, so that it Management Group's development activities are consistent with the overall goal of maintaining the group as a whole. Financial control is a power to control one side of the side control, inevitably based on one or several powers. Financial control is essentially related to the interests of enterprises in the organization, the conduct of control, namely, by controlling the financial activities of the assets, personnel actions, to coordinate the objectives of the parties to ensure that business goals. The modern enterprise financial control includes two aspects: the owner funded financial control and corporate manager’s financial control. From the donor’s point of view, the essence of the modern enterprise is characterized by investor and corporate property rights of ownership and separation. Investors will invest its capital to the enterprise after their capital combined with debt capital, constitute the enterprise's capital, the formation of corporate business assets is funded by corporate property, then lost direct control over the funders in order to achieve its Capital maintenance and appreciation of the goal, only through control of its capital manipulation of corporate assets in order to achieve the maximum capital value donors.The control of capital controls is an important property is the prerequisite and foundation for financial control. From the perspective of internal management of enterprises and its financial control target is the legal property of its operations.3 China's modern enterprises the main problems of financial controlAt present, the modern enterprise is becoming China's enterprises to compete in the international market, the leading force. In a market economy under the conditions of modern business success or failure depends largely on the Group's financial management and financial control is a modern enterprise financial management of the link. China's modern enterprise financial controls are still in the stage to be further improved, to varying degrees, there are some urgent need to address the problem:Financial control set decentralized model of polarization, low efficiencyIn the financial control of the set of decentralized model, China's modern enterprise polarization. The current group of financial control either over-centralization of power, the members of the business has no legal status as a subsidiary factory or workshop, the group is seen as a big business management, leadership financial rights absolute; or excessive decentralization, a large number of decentralized financial control to a subsidiary, any of its free development.In addition, the modern enterprise financial control system suited the needs of a market economy, financial control and flexibility of principle there is no organic unity. If the subordinate enterprises, with few financial decision-making power, then the temporary financial problems occur at every level always reported to the Group's headquarters, and then from the headquarters down the implementation of the decision-making at every level, so it is easy to miss market opportunities. On the contrary, when the subsidiary of financial decision-making power is too large, they easily lead to financial decision-making blind and mistakes, not only for the Group's staff to participate in market competition, failed to exercise any decision-making role, but will also become a competitor to the market to provide a tool for competitive information, hinder the the further development of enterprises.One of the lack of financial controlFinancial control in accordance with the owner of intention, in accordance with relevant laws and regulations, systems and standards, through certain financial activities and financial relations, and financial activities to promote all aspects of the financial requirements in accordance with a code of conduct to conduct his activities. From China's current situation, the financial control of a modern enterprise mainly focused on ex post facto control, is often the lack of critical pre-budget and to control things. Many modern enterprises, after a decision is inadvance, for further financial control tended to focus on the annual profit plan, to meet on the development of a full-year sales revenue, cost, target profit, and several other overarching objectives, without further specific decision-making technology to compile for control and management, according to the month, quarterly, annual financial budget. Therefore, the interim budget and thus difficult to compare operating performance is a matter to control the empty words. As for the ex post facto control, although based on the year-end assessment of the needs and to get some attention, they can still profit in the annual plan, based on the relevant accounting information barely supported by whom, but the effects are pretty effective. Since the ex ante control may not be effective, so subordinate enterprises throughout the implementation process of decision-making are largely outside the core business of financial control, divorced from the core business of financial control.Modern enterprises themselves do not establish a parent-subsidiary link up the financial control mechanisms, financial control their own ways, the parent company of the modern enterprise can not come to the unified arrangement of a strategic investment and financing activities, the group blindly expand the scale of investment, poor investment structure, external borrowing out of control, financial structure is extremely weak, once the economic downturn or product sales are sluggish, there barriers to capital flows, the Group into trouble when they become addicted. Aninternal financial assessment indicators are too single, not fully examine the performance of subsidiaries. A considerable number of modern enterprise's internal assessment targets only the amount of the contract amount and profit .Regardless of the financial and accounting functions, institutional settings are not standardizedAt present, China's financial and accounting sector enterprises are usually joined together, such a body set up under the traditional planned economic system, still capable to meet the management needs, but the requirements of modern enterprise system, its shortcomings exposed. Manifested in: (1) financial services targeted at business owners, it is the specific operation and manipulation of objects is the enterprise's internal affairs, while the accounting of clients within the enterprise and external stakeholders, would provide open accounting information must reflect the "true and fair" principle. Will be different levels of clients and flexibility in a merger of two tasks, will inevitably lead to interference with the financial flexibility of the fairness of accounting. (2) The financial sector is committed to the financial planning, financial management, the arduous task, but flexible in its mandate, procedures and time requirements more flexible, but assume that the accounting information collection, processing, reporting and other accounting work, and flexibility in work assignments weak, procedures and time requirements more stringent andnorms. If the enterprises, especially in modern enterprises to financial management and accounting work are mixed together, is likely to cause more "rigid" in accounting work runs more "flexible" financial management is difficult to get rid of long-standing emphasis on accounting, financial management light situation.Irregularities in the operation of a modern enterprise fundsAt present, the modern enterprise fund operation of the following problems: First, a serious fragmentation of the modern enterprise funds. Some of the modern enterprise have not yet exceeded a certain link between the contractual relationship to conduct capital, operating, and its essence is still the executive order virtual enterprise jointly form of intra-group members are still strict division of spheres of influence, difficult to achieve centralized management of funds, unification deployment of large groups is difficult to play the role of big money. Second, the stock of capital make an inventory of modern enterprise poor results. Result of the planned economy under the "re-output, light efficiency, re-extension, light content, re-enter, light output" of inertia, making the enterprise carrying amount of funds available to make an inventory of large, but the actual make an inventory of room for small, thus affecting the to the effect of the stock of capital. Third, the modern enterprise funds accumulated a lot of precipitation.Internal audit exists in name onlyAt present, enterprises in the financial monitoring of internal audit work to become a mere formality process. The first formal audit management. Hyundai organized every year in different forms of audit, has become a fixed procedure, but because the internal audit staff and the audited entity at the same level, thus in the company's financial problems can not get to the bottom, just a form of and going through the motions. This audit not only failed to exercise any oversight role, to some extent encouraged the small number of staff violations of law. Second, nothing of audit responsibilities. Internal audit is a modern enterprise group commissioned by the audit staff members of Corporate Finance to conduct inspection and supervision process, and therefore the auditors have had an important mandate and responsibilities. But in reality, become a form of audit work, audit officers, whether seriously or not, are not required to bear the responsibility, thus making the audit is inadequate supervision. Third, the audit results and falsified. Audit results should be true and can be *, but in reality the different audit bodies of the same company during the same period of the audit, results are often different, and a far cry from, these are false true performance of the audit findings.中文译文论现代企业财务控制瑞安戴维森，珍妮斯图尔特，帕米拉肯特本文论述了现代企业正在成为中国经济发展过程中的重要生力军。
中小企业的财务风险管理外文文献翻译2014年译文3000字
文献出处：Sharifi, Omid. International Journal of Information, Business and Management 6.2 (May 2014): 82-94.2014年，最新文献翻译，译文3000多字原文Financial Risk Management for Small and Medium SizedEnterprises(SMES)Omid SharifiMBA, Department of Commerce and Business Management,Kakatiya University, House No. 2-1-664, Sarawathi negar,Gopalpur, Hanamakonda, A.P., IndiaE-Mail: **********************, Phone: 0091- 8808173339RESEARCH QUESTIONRisk and economic activity are inseparable. Every business decision and entrepreneurial act is connected with risk. This applies also to business of small and medium sized enterprises as they are also facing several and often the same risks as bigger companies. In a real business environment with market imperfections they need to manage those risks in order to secure their business continuity and add additional value by avoiding or reducing transaction costs and cost of financial distress or bankruptcy. However, risk management is a challenge for most SME. In contrast to larger companies they often lack the necessary resources, with regard to manpower, databases and specialty of knowledge to perform a standardized and structured risk management. The result is that many smaller companies do not perform sufficient analysis to identify their risk. This aspect is exacerbated due to a lack in literature about methods for risk management in SME, as stated by Henschel: The two challenging aspects with regard to risk management in SME are therefore:1. SME differ from large corporations in many characteristics2. The existing research lacks a focus on risk management in SMEThe following research question will be central to this work:1.how can SME manage their internal financial risk?2.Which aspects, based on their characteristics, have to be taken into account for this?3.Which mean fulfils the requirements and can be applied to SME? LITERATURE REVIEWIn contrast to larger corporations, in SME one of the owners is often part of the management team. His intuition and experience are important for managing the company.Therefore, in small companies, the (owner-) manager is often responsible for many different tasks and important decisions. Most SME do not have the necessary resources to employ specialists on every position in the company. They focus on their core business and have generalists for the administrative functions. Behr and Guttler find that SME on average have equity ratios lower than 20%. The different characteristics of management, position on procurement and capital markets and the legal framework need to be taken into account when applying management instruments like risk management. Therefore the risk management techniques of larger corporations cannot easily be applied to SME.In practice it can therefore be observed that although SME are not facing less risks and uncertainties than large companies, their risk management differs from the practices in larger companies. The latter have the resources to employ a risk manager and a professional, structured and standardized risk management system. In contrast to that, risk management in SME differs in the degree of implementation and the techniques applied. Jonen & Simgen-Weber With regard to firm size and the use of risk management. Beyer, Hachmeister & Lampenius observe in a study from 2010 that increasing firm size among SME enhances the use of risk management. This observation matches with the opinion of nearly 10% of SME, which are of the opinion, that risk management is only reasonable in larger corporations. Beyer,Hachmeister & Lampenius find that most of the surveyed SME identify risks with help of statistics, checklists, creativity and scenario analyses. reveals similar findings and state that most companies rely on key figure systems for identifying and evaluating the urgency of business risks. That small firms face higher costs of hedging than larger corporations. This fact is reducing the benefits from hedging and therefore he advises to evaluate the usage of hedging for each firm individually. The lacking expertise to decide about hedges in SME is also identified by Eckbo, According to his findings, smaller companies often lack the understanding and management capacities needed to use those instruments.METHODOLOGYUSE OF FINANCIAL ANALYSIS IN SME RISK MANAGEMENTHow financial analysis can be used in SME risk management?Development of financial risk overview for SMEThe following sections show the development of the financial risk overview. After presenting the framework, the different ratios will be discussed to finally present a selection of suitable ratios and choose appropriate comparison data. Framework for financial risk overviewThe idea is to use a set of ratios in an overview as the basis for the financial risk management.This provides even more information than the analysis of historical data and allows reacting fast on critical developments and managing the identified risks. However not only the internal data can be used for the risk management. In addition to that also the information available in the papers can be used.Some of them state average values for the defaulted or bankrupt companies one year prior bankruptcy -and few papers also for a longer time horizon. Those values can be used as a comparison value to evaluate the risk situation of the company. For this an appropriate set of ratios has to be chosen.The ratios, which will be included in the overview and analysis sheet, should fulfill two main requirements. First of all they should match the main financial risks of the company in order to deliver significant information and not miss an importantrisk factor. Secondly the ratios need to be relevant in two different ways. On the one hand they should be applicable independently of other ratios. This means that they also deliver useful information when not used in a regression, as it is applied in many of the papers. On the other hand to be appropriate to use them, the ratios need to show a different development for healthy companies than for those under financial distress. The difference between the values of the two groups should be large enough to see into which the observed company belongs.Evaluation of ratios for financial risk overviewWhen choosing ratios from the different categories, it needs to be evaluated which ones are the most appropriate ones. For this some comparison values are needed in order to see whether the ratios show different values and developments for the two groups of companies. The most convenient source for the comparison values are the research papers as their values are based on large samples of annual reports and by providing average values outweigh outliers in the data. Altman shows a table with the values for 8 different ratios for the five years prior bankruptcy of which he uses 5, while Porporato & Sandin use 13 ratios in their model and Ohlson bases his evaluation on 9 figures and ratios [10]. Khong, Ong & Yap and Cerovac & Ivicic also show the difference in ratios between the two groups, however only directly before bankruptcy and not as a development over time [9]. Therefore this information is not as valuable as the others ([4][15]).In summary, the main internal financial risks in a SME should be covered by financial structure, liquidity and profitability ratios, which are the main categories of ratios applied in the research papers.Financial structureA ratio used in many of the papers is the total debt to total assets ratio, analyzing the financial structure of the company. Next to the papers of Altman, Ohlson and Porporato & Sandin also Khong, Ong & Yap and Cerovac & Ivicic show comparison values for this ratio. Those demonstrate a huge difference in size between the bankrupt and non-bankrupt groups.Figure 1: Development of total debt/ total assets ratioData source: Altman (1968), Porporato & Sandin (2007) and Ohlson (1980), author’s illustrationTherefore the information of total debt/total assets is more reliable and should rather be used for the overview. The other ratios analyzing the financial structure are only used in one of the papers and except for one the reference data only covers the last year before bankruptcy. Therefore a time trend cannot be detected and their relevance cannot be approved.Cost of debtThe costs of debt are another aspect of the financing risk. Porporato & Sandin use the variable interest payments/EBIT for measuring the debt costs. The variable shows how much of the income before tax and interest is spend to finance the debt. This variable also shows a clear trend when firms approach bankruptcy.LiquidityThe ratio used in all five papers to measure liquidity is the current ratio, showing the relation between current liabilities and current assets (with slight differences in the definition). Instead of the current ratio, a liquidity ratio setting the difference between current assets and current liabilities, also defined as working capital, into relation with total assets could be used.Figure 2: Development of working capital / total assets ratioData source: Altman (1968) and Ohlson (1980); author’s illustratioBasically the ratio says whether the firm would be able to pay back all its’ current liabilities by using its’ current assets. In case it is not able to, which is when the liabilities exceed the assets, there is an insolvency risk.ProfitabilityFor measuring the firms’ profitability or productivity a wide range of ratios is used in the different papers. The ratio sales /total assets is used as well by as also Porporato & Sandin (they use total assets / sales, which can easily be transformed to be comparable) and therefore available as a time series.Figure 3: Development of sales / total assets ratioData source: Altman (1968) and Porporato & Sandin (2007), author’s illustratioThe remaining ratios measuring the last period’s profitability are net income / equity, EBIT /debt and net income or EBIT / total assets.The last groups of profitability ratios, which can be found in the literature, are those focusing on retained earnings of the firms. These measures show the cumulated profitability of the firm over time.Retained earnings ratios measure the buffer of funds the company was able to earn over time and which can be used in times of crisis to balance losses.译文中小企业的财务风险管理Omid Sharifi研究问题风险与经济活动是密不可分的。
(完整版)企业并购财务问题分析外文文献及翻译
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
中国企业跨国并购的财务风险(论文外文文献翻译).docx
中国企业跨国并购的财务风险(论文外文文献翻译)Financial Risks of Chinese Enterprises’ Cross-Border Mergers and AcquisitionsAbstractWith overall strength of Chinese enterprises and national going out strategy, cross-border M & As initiated by Chinese enterprises have been booming. However, compared with developed countries, Chinese enterprises started their M & As late and lacked experience and professionals. As a result, Chinese enterprises faced with numerous risks in cross-border M & As, especially with the financial risks. This paper, based on the analysis of Chinese enterprises’ cros s-border M & As cases in recent years, explained how the financial risks formed and finally came up with efficacious precautionary measures.Key words: Chinese enterprise; M & As; Financial; risks1. OVERVIEW OF FINANCIAL RISKS OF CROSS-BORDER M & ASFinancial risks refer to the reimbursement risks and change of returns to shareholders triggered by financing decision in the proce ss of enterprises’ cross-border mergers and acquisitions (abbr. M & As). Enterprises often go through three phases—valuation, financing, and payment—in the process of cross-border M & As. Based on valuation, financing, and payment, decisions affect enterprises’ assets struct ure and even their solvency and returns to their shareholders. In addition, cross-border M& As use an international currency for most countries.Change in exchange rates affects corporate earnings, as well a s shareholders’ ret urns. Therefore, there are four main types of financial risks: valuation risk, financing risk, payment risk, and exchange rate risk.2. STATUS OF CHINESE ENTERPRISES’ CROSS-BORDER M & ASCombining with going out strategy, Chinese enterprises upgrade their strength and participate in the context of economic globalization. Chinese enterprises begin to go abroad, merging and acquiring foreign ones. Although Chinese enterprises’ cross-border M & As started late, China has become the world’s fifth cross-border acquiring power in 2009.Status of Chinese enterprises’ cross-border M & As is as follows:2.1 Increases in the Number and Scale of M & AsIn the year of 2008, Chinese companies completed only 30 cases of cross-border M & As, costing less than $ 9 billion. In the year of 2013, Chinese companies completed 99 cross-border M & A, amounting to $ 38.5 billion. The number of M & As doubled, while the total amount grew more than three times.2.2 Large State-Owned Enterprises as M & As SubjectCompared with private enterprises, large state-owned enterprises have more their own capital. It is easy for them to get loans and finance, so Chinese cross-border M & As are mostly done by large state-owned enterprises. On the Summer Davos Forum in 2013, An drew, Global Chairman of KPMG International, pointed out that 86% of the China’s foreign investment came from China’sstate-owned enterprises. By far in China, the largest cross-border M & As was initiated by China’s state-owned enterprises CNOOC. On February 27, 2013, CNOOC successfully acquired Nexen Corp., a Canadian company, by spending $ 15.1 billion.2.3 Cash as the Main Form of PaymentChina’s market economy status has not been recognized by all countries, and, to a certain extent, Chinese enterprises are discriminated in cross-border M & As. In addition, China’s financial market is not perfect. In order to gain direct control of the acquired enterprises, Chinese enterprises mostly pay by cash. According to Bloomberg, 79.4% of China’s cross-border M & As made their payment by cash, 3.3% by stock, and only 1.18% by other mode.2.4 Increased Impact of Exchange Rate on M & AsBefore the year of 2012, the floating range of RMB against U.S. dollar was only 0.5%. Since 2012, China’s central bank adjusted the floating range of RMB against U.S. dollar to 1%, and on March 15, 2014, extended it to 2%. Compared to the previous fixed exchange rate, the change of exchange rate significantly increased, which made the Chinese enterprises begin to consider the impact of exchange rate change on acquisition costs in their M & As.3. FINANCIAL RISKS FACED WITHCHINESE ENTERPRISES IN CROSSBORDER M & AS Chinese enterprises began to participate in cross-border M & As actively only in the past ten years. The lack ofexperience made it difficult to accurately value the target enterprises. China’s financial market is not mature, it is difficult for Chinese enterprises to finance and choose payment mode. At the same time, the international financial market fluctuates, and RMB is not an international monetary. Cross-border M & As is done by dollar or euro, which brings risks to Chinese cross-border M & As.3.1 The Valuation RiskDetermination of the transaction price of M & As is actually a game playing by initiators and targets of M & As. Under normal circumstances, the initiators can not fully grasp the information of target corporations, so it is difficult to estimate accurately. In general, valuation price will be higher than the actual value of the target enterprise. Overvalued price causes the main type of financial risk faced with the cross-border M & As performing by Chinese enterprises. This risk is reflected in a series of cases, such as TCL and Thomson M & A, China Investment Corporation’s investment in Blackstone USA, acquisition of United Commercial Bank (UCB) by China Minsheng Bank (CMB).Take the failure of acquisition of UCB by CMB as an example. After the outbreak of the subprime crisis in American, western banks were shrinking. The CMB decided to merge the UCB in the United States. CMB injected funds to UCB twice in 2008. After the first injection, the bank’s market value shrank by 70%. CMB didn’t take this as a sign of warning, it injected again after that. Until September, 2009, financial investors suddenly announced the existence financial concealment by UCB, and in November UCB was permanently closed. In the process of M & As, CMB overvalued UCB and eventually increased the loss.How much information about target enterprises that acquirers get is vital to evaluation. Even if acquirers get enough information, it is so subjective to calculate target enterprises’ real value. In the CMB M & A case, there existed big difference between subjective evaluation and real value of UCB. After the first injection of capital, the biggest mistake for CMB was that it took the devaluation of UCB’s stock as an opportunity of another capital injection instead of warning.3.2 Financing RiskFinancing decision plays a vital role in the M & As. It is the foundation of pricing decision and also the condition of payment decision. The major financing channels used by enterprises in their cross-border M & As are their own funds, stock financing, and bank loans. At present, Chinese enterprises mostly use their own funds in acquisitions, resulting in increasing financial problems.In the case of acquisition of Alcatel by TCL in the year of 2004, the significant adverseeffect on TCL was due to bad financing decisions in M & As. In 2003 TCL’s annual profit was only about CNY ¥560 million, while Alcater’s amount of loss on TV sets and DVDs was as high as €120.TCL did not achieve profitability immediately after M & As. TCL not only was unable to repay debt generated from acquisition financing, but also increased the new debt. After that, TCL’s financial risks continued to expand.Financing risk is composed of two parts, one is the environmental risk of financing, and the other is the debt risk of financing. Environmental risk of financing associates with the country’s macroenvironment and the maturity of its financial markets, that is, the more capital markets are developed, the better the macroenvironment is; the more financing instrument may be used, the more acquirers can get financing with less cost. Debt risk of financing is related to the structure of repayment period. Although, as a whole, macroeconomic environment is well in China, the financial markets are not mature, and furthermore, unreasonable repayment structure will bring financing risk to acquirers.3.3 Payment RiskPayment decision is based on valuation decision and financing decision. At present there are mainly three kinds of payment mode: cash payment, equity payment, and leverage payment. Chinese enterprises generally use cash payment, which is the most risky one in their cross-border M & As. This payment mode can effectively help enterprises obtain the control of target enterprises successfully, but it increases financial pressure and the debt burden of Chinese enterprises, which easily leads them to liquidity risk and financial difficulties.In the case of acquisition of Fortis Group Belgium by Ping An Insurance (Group) Company of China, Ltd. (Ping An), from 2007 to 2008, Ping An bought Fortis’s stocks three times from secondary markets, accounting for 4.99% of the total shares, becoming the largest shareholder of Fortis Group. However, by 2008 November, Fortis’s share price fell 96% cumulatively, and Ping An suffered huge losses. In order to make cash payment in the secondary markets to get Fortis shares, Ping An published additionalits own shares and also increased debt. As a result of this M & A, Ping An’s financial risk was increased; the ratio of assets and liabilities was as high as 88.47% in 2008.China’s financial market established late, and is in a progressive stage of development. In immature financial markets, there are limited financing instruments that can be used for acquirers. Most of the capital comes from acquirers’ own capital, bank loans, or government grants. The use of their own capital takes up a lot of corporate liquidity, weakening the ability of dealing with emergencies with their liquid capital. For bank loans, in the immature capital markets, banks monopolize capital, ask for monopolized profits,and may have rent-seeking behavior. As a result, enterprises get bank loans only after paying for large cost. Government grants usually support specific industries and the related audit procedures are very complicated. Even if the companies were in the field of government subsidized industry, they might miss opportunities to complete M & A due to complicated procedures and lengthy audit.3.4 Exchange Rate RiskRMB is not an international currency, and its circulation is limited in the world, so it can not be used in international transactions. Therefore, Chinese cross-border M & As need foreign exchange, under normal circumstances, dollars or euros. For Chinese enterprises, whether to borrow or buy foreign exchange, there is time difference between the day of signing contract and of the actual payment, during which the change in exchange rates will affect the costs of M & As, so that enterprises face foreign currency risk. In addition, when enterprises settle their income in foreign currency, or pay debt, exchange rate change will lead to the uncertainty of their future earnings.In the case of acquisition of Aurukun project by Aluminum Corporation of China Limited (CHALCN), exchange rate risk was obvious. In March, 2007, CHALCN bid Australian Aurukun bauxite development project by $2.92 billion. During the period of bid, Australian dollar exchange rate was about 0.68, and in 2008 July, it appreciated to 0.9848. The Australian dollar rate fluctuated nearly 40%. While CHALCN deposits in dollars, the cross-border M & A project led to huge losses because of exchange rate fluctuation.Boundary condition of cash payments is (VAB-VA)/(1+a)≥Cp≥VB, where VAB is the acquirer’s cash flow after M & A, VA is the acquirer’s cash flow before M & A, a is the cost rate of cash payment, Cp is the amount of cash, and VB is the value of target enterprise. When (VABVA)/(1+a)<C, the cash paid could not be recovered, and the acquirer would suffer the loss. Otherwise, VAB is an estimated value and will be affected by the valuation ability of acquirer. Furthermore, the change of a cannot be controlled completely by the acquirer. Therefore, the use of cash payment will lead to uncontrollable risk.In the process of payment, companies must make reasonable arrangement for funding. As to payment arrangement, if enterprises arranged the time structure and scale structure unreasonably, a relevant factor, such as cost of corporate debt, tax cost, and intermediate costs, would increase and make the increase of post-merger cash flows less than the actual cash flow, resulting in acquirers’ ultimate loss, that is, they would suffer enormous pressure and expose themselves to financial distress.4. COUNTERMEASURES OF FINANCIAL RISKSIn this part, we analyzed the causes of financial risks in Chinese enterprises’ cross-border M & As and proposed the corresponding countermeasures.4.1 Prevention of Valuation RiskFor these businesses involved in cross-border M & As, accurate valuation is the first step to the success. Valuation affects the whole process of M & As. Therefore, it is very important to avoid valuation risk.First, hire a professional team of valuation. Since the Chinese enterprises lack experience of cross-border M & As, it is difficult for acquiring enterprises to grasp the main points in the process of valuation of target companies. It is more likely that target firms would hide key information from them. Usually a professional valuation team has rich experience in M & As, better information collection, and analysis ability, and usually it is able to obtain the information needed from analysis through its unique channels; thereby it helps reduce the risk of enterprise valuation.Second, choose scientific methods of valuation. Enterprises can choose a relatively accurate estimation methods based on the actual situation and may also give a certain weight to each valuation approach and make comprehensive valuation, in order to disperse the risks of each valuation method.Third, adjust financial statements. Financial statements can only reflect the past performance and cannot reflect the future one. At the same time, the financial statements cannot take the key points of business out of balance sheet included. In order to overcome these adverse factors of valuation, acquiring enterprises can adjust the financial statements of target companies according to the information they got about the target companies. They can include the business other than those shown on balance sheet into account, give the weight coefficient of financial indicators and make a comprehensive valuation of the target companies.4.2 Prevention of Financing RiskFor Chinese corporation, financing risks arise due to the immaturity of China’s financial markets. Chinese enterprises have limited choices of financing channels to fund their M & As, so it is difficult for them to obtain enough funds needed in M & As. At the same time, there is no reasonable capital structure when arranging financing. Therefore, for the above reasons, we proposed three countermeasures.First, improve the financial markets and support the development of private credit in order to provide cheap financing for M & As in the short time. Financial innovation will lead to creation of new financial instruments to meet the needs of companies and investors to facilitate corporate financing and raise enough funds, while decentralizing financingrisksSecond, use innovative financing methods. For example, in 2010, in order to finance acquisition of Volvo, Geely Automobile used both fund financing and government funding. In order to attract local government funding, Geely promised to build factories in the cities whose local governments have funded it. Eventually, Geely gained $3 billion fund from Chinese local companies, including $1 billion from International Daqing, $1 billion from Jiaerwo Shanghai, and $1 billion from Chengdu Bank.Finally, set up a reasonable set of repayment structure. Before enterprises involve themselves in M & As, they should take fully consideration of how to pay debts in two consequences of success and failure in M & As respectively. When companies fail in M & As, enterprises should have sufficient liquidity to repay debt resulted from the initial investment. And if companies can successfully achieve acquisition, then companies should make sure that their repayment time, scale, and structure can math their cash flow, scale, and structure after the merger of target companies.4.3 Prevention of Payment RiskPayment risk results from the dependence of Chinese enterprises involved in cross-border M & A on cash payment and unreasonable payment structure arranged by these enterprises. Therefore, in order to prevent payment risk, Chinese enterprises should adopt various payment methods in their cross-border M & As and arrange payment structure reasonably. Lenovo gives us a very good demonstration. In December, 2004, Lenovo purchased IBM’s PC business by $ 1.25 billion, $ 0.65 billion in cash plus $ 0.6 billion by shares of Lenovo. This payment method greatly reduced the pressure of cash flow pressure on Lenovo. It was shown that debt rate of Lenovo remained at normal level in 2004.4.4 Prevention of Exchange Rate RiskWider scope of Chinese exchange rate volatility helps RMB internationalization and also brings more challenges to enterprises who participate in cross-border M & As. Exchange rate risk will further intensify, so we need to take positive measures to avoid it.First, internationalize RMB gradually. If RMB become an international currency, Chinese cross-border acquiring enterprises can use the RMB directly, and then there is no currency exchange and no exchange rate risk. At present the achievement of RMB regionalization is only a small step in the process of RMB internationalization.Second, adopt different hedging strategies. They may prevent the risk of exchange rate by choosing different financial instruments and combining them to hedge in the foreign exchange market. There are many financial instruments we can use, such as: the foreignexchange forward, foreign exchange futures, foreign exchange options, and currency swaps.CONCLUSIONThe paper introduced the status of Chinese enterprise cross-border M & As, and then analyzed the financial risks faced with Chinese enterprise cross-border M & As, that is, evaluation risk, financing risk, payment risk, and exchange rate risk. In order to overcome or even prevent these risks, Chinese enterprises should accumulate experiences of cross-border M & As performance and take use of innovative financial methods. Chinese government should promote the financial markets, support financial innovation and promote RMB internationalization. By their all efforts, Chinese enterprises will perform better in heir cross-border M & As.中国企业跨国并购的财务风险摘要随着我国企业的综合实力和国家战略的实施，我国企业的跨国并购活动蓬勃发展。
企业并购财务风险控制外文文献翻译2014年译文3100字
企业并购财务风险控制外文文献翻译2014年译文3100字Enterprise mergers and ns involve us financial risks。
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企业并购财务风险控制外文文献翻译译文3100字
企业并购财务风险控制外文文献翻译译文3100字Financial risk is one of the major XXX It refers to the risk of financial loss caused by the XXX in the value of assets。
The main types of financial risk in mergers and ns include credit risk。
interest rate risk。
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企业并购财务问题深度分析外文文献及翻译【精品】
企业并购财务问题深度分析外文文献及翻译【此文档为word版本可任意编辑】M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferred tax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predictthe total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, onthe asset should be based on market prices and the depreciation of fixed assets, business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income ×PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.4. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thusdetermine the value of the company's assessment. Income approach in principle, that is the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.。
企业并购中英文对照外文翻译文献
企业并购中英文对照外文翻译文献中英文对照外文翻译文献(文档含英文原文和中文翻译)原文：The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cashand liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to acceptstock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.Bidder and target considerations:* Corporate ControlBidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable,the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, theproduct between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.* Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidder’s ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find that a firm’s percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidder’s financial condition with its leverage ratio, FIN’L LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issue debt and as a consequence use stock financing more fr equently. A bidder’s financial leverage is measured by the sum of the bidder’s face value of d ebt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This captures the bidder’s post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder size is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash financing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we need to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymmetry is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholder’s control position. Finally, as bidder equity capitalization rises, concern about its financing constraint falls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deal’s offer size plus the bidder’s pre-offer market capitalization at the year-endprior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset value rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed deals. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidder’s buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder considerations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary T argetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable takes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a seller’s consumption/liquidity needs are also likely to be important considerations. These sellers are likely to prefer cashgiven the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire torestructure toward their core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or reduce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Industry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contrast, sellers are more apt to accept a continuing equity position in an intra–industry merger, where they are well acquainted with industry risks and prospects.T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several problems. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stock’s g reater trading costs, lower liquidity, exposure to exchange risk and less timely, more limited access to firm information.T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equityinvestment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of book value of equity plus book value of debt prior to the bid, measures a bidder’s investment in growth opportunities.We expect a higher market tobook ratio to increase a bidde r stock’s attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D expenditures, along with low current earnings and cash dividends. These firm attributes lower a bidder’s need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996) document a higher incidence of stock financing for higher market to book buyers.译文：并购支付方式在欧洲的选择在过去的十年，全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的控制。
企业并购的风险分析外文翻译
有关企业并购的毕业论文外文翻译原文：Security V endors Say MergerWill Give Them More Financial HeftLAST MONTH, Secure Computing Corp agreed to acquire messaging security vendor Cipher Trust Inc. For $273.6 million. The merged company will sell a range of enterprise gateway security appliances handle threats at the network edge and at the application level .John McNulty，CEO of San Jose-based secure computing and Jay Chaudhry, founder and CEO of Alpharetta, Ga.-based Cipher Trust, spoke with Computerworld about their plans. Excerpts follow:Why did Secure Computing and Cipher Trust join forces?McNULTY: We just see a great opportunity to establish an enterprise gateway security company.[And] the senior team at Secure had been stretched as the company has grown.CHAUDHRY: There are some 800 security start-ups. Most of them are doing point pr- oducts, and customers are getting tired of it.These companies bring a lot of innovation because of their focus. But they don’t quite have the financial strength or scale to be viable players. Cipher Trust and Secure Computi- ng combined will keep the focus and innovation of a start-up, but our size and financial st- rength is that of a large company.How do you expect Microsoft’s entry into the security tools business to aff ect your plans?McNULTY:Microsoft clearly is a huge factor. But Microsoft’s expertise is at the desktop.That is not an area we play in. It’s where you see the likes of Symantec, McAfee and Trend Micro. That is where Microsoft is going to have the biggest impact. Microsoft doesn’t sell Appliances. So this is not something that we fear.What about the moves by network equipment vendors like Cisco to get into the security business?CHAUDHRY:If you look at where the Ciscos of the world are playing, it’s at the network level. But if you look at the application gateway level, that is a newly emerging market—and so is the Web gateway market.Our belief is that with our focus and with our innovation, we are going to be moving forward with some leading-edge solutions.DO you agree with analysts who say users now will be more interested in integrated products than best-of-breed tools?CHAUDHRY: In the last six or seven years, there has been a debate over best-of breed vs. integrated products . [Some companies] have been making a big deal about best of breed. I think both approaches have issues.We’re seeing customers out there who have 10 to 15 boxes doing just the enterprisee-mail gateway. So they do want an integrated solution, but they aren’t willing to take chances with second-and third-tier solutions. Where the market is moving is where you need the best-of breed technology. But if you can deliver it in an integrated solution, that is when you win.How have the threats that users face changed in recent years?McNULTY: Most of the things we are intensely worried about today didn’t exist 10 years ago. The threat has changed from the kid in the basement trying to impress his friends by defacing a Web site to organized crime and to very competent computer experts trying to steal and to commit crimes.The FBI’s most recent report said that the cost of fraud on the Internet to American businesses was $67 billion. That’s just the tip of the iceberg, because it’s only the amount that people want to own up to. Signature-based defenses designed to prevent [trouble] after the horse has escaped the barn are ancient technology.Jaikumar Vijayan，Security Vendors Say Merger Will Give Them More Financial Heft[J]，Computerworld，2006(22)2：IntroductionReal estate finance institutions as well as the mortgage banking landscape have undergone a profound restructuring since the late 1980s. The industry continues tochange rapidly. This change is driven by technological innovation, deregulation, and an increasing competition within the sector triggered by non-bank financial intermediaries (see Bank for International Settlements, 2001; Belaisch et al., 2001;Smith and Walter, 1998)). Individual real estate institutions have increasingly responded to these developments by climbing aboard the mergers and acquisitions (M&A) treadmill. Consolidation activity among mortgage banks and other real estate The current issue and full text archive of this journal is available at finance institutions has increased significantly during the last decade, and particularly within the last three years. Despite the consolidation, hardly any empirical research analyses the value implications of M&A activity in the real estate finance sector up to now.To uncover the capital markets’ reaction to the announcements of M&A transactions in the real estate finance industry, we study a data set of 69 international transactions that occurred between 1995 and 2002. Our findings suggest that mergers and acquisitions between real estate finance institutions create value on average. Significant positive cumulated abnormal returns can be observed for the target firms, while shareholder value is neither created nor significantly destroyed on the part of the acquiring companies. This result contrasts with empirical evidence from US bank M&A during the 1990s.We start our analysis by providing a short review of the extensive prior research on M&A in the related financial institutions sector. Section three presents the data sample and the statistical methodology that we employed. In section four we discuss the results. Section five summarizes the findings and draws conclusions.Prior researchEvidence on the wealth effects of real estate finance mergers is very limited. In a sample of real estate investment trust (REIT) transactions that took place between 1977 and 1983 Allen and Sirmans (1987) found an increase in shareholder wealth upon the announcement of a merger both for the acquired and acquiring firms. However, this positive assessmentdoes not hold over time. Based on a sample of REIT mergers in the period between 1988 and 1994, Campbell et al. (1998) found large negative returns for the acquirers. Campbell et al. (2001) analyzed the stock market reaction to 85 REIT mergers and observed significantly negative but small stock market returns.Journal of Property Investment & FinanceVol. 24 No. 1, 2006Emerald Group PublishingDirk Schiereck and Markus Mentz译文：企业并购的风险分析摘要世界五次大规模并购浪潮充分促进了企业的成长和壮大。
并购财务风险中英文对照外文翻译文献
并购财务风险中英文对照外文翻译文献并购财务风险中英文对照外文翻译文献(文档含英文原文和中文翻译)并购的财务风险研究摘要并购是一个高风险的活动。
并购业务，无论是在准备阶段，还是在合并的运营阶段，或之后的整合阶段，将伴随着大量的不确定性。
这些跨国并购所带来的不确定性有可能导致巨大的财务风险。
尤其在当前,更多的国内企业已经选择了并购这条路。
本文对并购的各个重点阶段容易受到的财务风险分析，并对这些风险提出了防范措施。
关键词：并购，财务风险，防范措施在西方国家，并购有大约超过100年的历史，交易规模不断扩大。
2000年，在我国，第五次全球并购浪潮达到一个高峰，并购在我国越来越受欢迎。
例如，许多公司加快海外扩张和并购的步伐，许多企业选择并购来渡过难关。
正如我们所知道的，并购一定会有风险，比如：目标公司的评估，交易方法，或财务风险的选择。
如何才能避免这些风险？我们要选择哪种方法？这就是这篇文章的目的。
1.并购导致财务风险的原因1.1高估或低估了公司价值带来的风险1.1.1信息不对称是影响估计的主要因素由于信息不对称，目标公司一直隐瞒不良信息和夸大良好的信息。
投标人还夸大自己的实力，他们所披露的情况不足或失真。
因此，贸然行动的失败结果随处可见。
有很多有关风险的资料，两个重要的例子就是：第一，股票风险，公平对任何一家公司都是很重要的，但所提供的信息和真实情况之间存在着差异，这些虚假的信息威胁到并购的成功；第二，债务信息的风险，如果没有发现这种风险，庞大的债务将毫无缘由的转嫁到投标人身上。
1.1.2缺乏合理的评估方法有三种评估方法：成本法、市场法、收益法，这其中，市场法要求有关信息的对称性要高，只有当信息评价具有高对称性时才可以对企业作出准确判断。
然而，在我国，信息对称水平低，小企业采用这种方法。
他们大多采用替代法和收益法。
这两个方法也有缺点，重置成本反映历史成本，不能反映未来盈利能力；就算把现值看做增值的收入，它也明显的缺陷，那就是，未来的收入预期是不同的。
外文翻译----企业并购财务分析
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly appliedto the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
财务风险管理外文文献翻译译文
Financial Risk ManagementAlthough financial risk has increased significantly in recent years, risk and risk management are not contemporary issues. The result of increasingly global markets is that risk may originate with events thousands of miles away that have nothing to do with the domestic market. Information is available instantaneously, which means that change, and subsequentmarket reactions, occur very quickly. The economic climate and markets can be affected very quickly by changes in exchangerates, interest rates, and commodity prices. Counterparties can rapidly become problematic. As a result, it is important to ensure financial risks are identified and managed appropriately. Preparation is a key component of risk management.What Is Risk?Risk provides the basis for opportunity. The terms risk and exposure have subtle differences in their meaning. Risk refers to the probability of loss, while exposure is the possibility of loss, although they are often used interchangeably. Risk arises as a result of exposure.Exposure to financial markets affects most organizations, either directly or indirectly. When an organization has financial market exposure, there is a possibility of loss but also an opportunity for gain or profit. Financial market exposure may provide strategic or competitive benefits.Risk is the likelihood of losses resulting from events such as changes in market prices. Events with a low probability of occurring, but that may result in a high loss, are particularly troublesome because they are often not anticipated. Put another way, risk is the probable variability of returns.Since it is not always possible or desirable to eliminate risk, understanding it is an important step in determining how to manage it. Identifying exposuresand risks forms thebasis for an appropriate financial risk management strategy.How Does Financial Risk?Financial risk arises through countless transactions of a financial nature, including sales and purchases, investments and loans, and various other business activities. It can arise as a result of legal transactions, new projects, mergers and acquisitions, debt financing, the energy component of costs, or through the activities of management, stakeholders, competitors, foreign governments, or weather. When financial prices change dramatically, it can increase costs, reduce revenues, or otherwise adversely impact the profitability of an organization. Financial fluctuations may make it more difficult to plan and budget, price goods and services, and allocate capital.There are three main sources of financial risk:1. Financial risks arising from an organization e'xpsosure to changes in market prices, such as interest rates, exchange rates, and commodity prices.2. Financial risks arising from the actions of, and transactions with, other organizations such as vendors, customers, and counterparties in derivatives transactions3. Financial risks resulting from internal actions or failures of the organization, particularly people, processes, and systemsWhat Is Financial Risk Management?Financial risk management is a process to deal with the uncertainties resulting from financial markets. It involves assessingthe financial risks facing an organization and developing management strategies consistent with internal priorities and policies. Addressing financial risks proactively may provide an organization with a competitive advantage. It also ensures that management, operational staff, stakeholders, and the board of directors are in agreement on key issues of risk.Managing financial risk necessitatesmaking organizational decisions about risks thatare acceptable versus those that are not. The passive strategy of taking no action is the acceptance of all risks by default.Organizations manage financial risk using a variety of strategies and products. It is important to understand how these products and strategies work to reduce risk within the context of the organization r'isks tolerance and objectives.Strategies for risk management often involve derivatives. Derivatives are traded widely among financial institutions and on organized exchanges. The value of derivatives contracts, such as futures, forwards, options, and swaps, is derived from the price of the underlying asset.Derivatives trade on interest rates, exchange rates, commodities, equity and fixed income securities, credit, and even weather.The products and strategies used by market participants to manage financial risk are the same ones used by speculators to increase leverage and risk. Although it can be argued that widespread use of derivatives increases risk, the existence of derivatives enables those who wish to reduce risk to pass it along to those who seek risk and its associated opportunities.The ability to estimate the likelihood of a financial loss is highly desirable. However, standard theories of probability often fail in the analysis of financial markets. Risks usually do not exist in isolation, and the interactions of several exposures may have to be considered in developing an understanding of how financial risk arises. Sometimes, these interactions are difficult to forecast, since they ultimately depend on human behavior.The process of financial risk management is an ongoing one. Strategies need to be implemented and refined as the market and requirements change. Refinements may reflect changing expectations about market rates, changes to the business environment, or changing international political conditions, for example. In general, the process can be summarized as follows:1、Identify and prioritize key financial risks.2、Determine an appropriate level of risk tolerance.3、Implement risk management strategy in accordance with policy.4、Measure, report, monitor, and refine as needed.DiversificationFor many years, the riskiness of an asset was assessed based only on the variability of its returns. In contrast, modern portfolio theory considers not only an asset 'ri s kiness, but also its contribution to the overall riskiness of the portfolio to which it is added. Organizations may have an opportunity to reduce risk as a result of risk diversification.In portfolio management terms, the addition of individual components to a portfolio provides opportunities for diversification, within limits. A diversified portfolio contains assets whose returns are dissimilar, in other words, weakly or negatively correlated with one another. It is useful to think of the exposures of an organization as a portfolio and consider the impact of changes or additions on the potential risk of the total.Diversification is an important tool in managing financial risks.Diversification among counterparties may reduce the risk that unexpected events adversely impact the organization through defaults. Diversification among investment assets reduces the magnitude of loss if one issuer fails. Diversification of customers, suppliers, and financing sources reduces the possibility that an organization will have its business adversely affected by changes outside management' scontrol. Although the risk of loss still exists, diversification may reduce the opportunity for large adverse outcomes. Risk Management ProcessThe process of financial risk management comprises strategies that enable an organization to manage the risks associated with financial markets. Risk management isa dynamic process that should evolve with an organization and its business. It involves and impacts many parts of an organization including treasury, sales, marketing, legal, tax, commodity, and corporate finance.The risk management process involves both internal and external analysis. The first part of the process involves identifying and prioritizing the financial risks facing an organization and understanding their relevance. It may be necessary to examine the organization and its products, management, customers, suppliers, competitors, pricing, industry trends, balance sheet structure, and position in the industry. It is also necessary to consider stakeholders and their objectives and tolerance for risk.Once a clear understanding of the risks emerges,appropriate strategies can be implemented in conjunction with risk management policy. For example, it might be possible to change where and how business is done, thereby reducing the organization 'exsposure and risk. Alternatively, existing exposures may be managed with derivatives. Another strategy for managing risk is to accept all risks and the possibility of losses.There are three broad alternatives for managing risk:1. Do nothing and actively, or passively by default, accept all risks.2. Hedge a portion of exposures by determining which exposures can and should be hedged.3. Hedge all exposures possible.Measurement and reporting of risks provides decision makers with information to execute decisions and monitor outcomes, both before and after strategies are taken to mitigate them. Since the risk managementprocess is ongoing, reporting and feedback can be used to refine the system by modifying or improving strategies.An active decision-making process is an important component of risk management. Decisions about potential loss and risk reduction provide a forum for discussion ofimportant issues and the varying perspectives of stakeholders.Factors that Impact Financial Rates and PricesFinancial rates and prices are affected by a number of factors. It is essential to understand the factors that impact markets because those factors, in turn, impact the potential risk of an organization.Factors that Affect Interest RatesInterest rates are a key component in many market prices and an important economic barometer. They are comprised of the real rate plus a component for expected inflation, since inflation reduces the purchasing power of a lender 'a s sets.The greater the term to maturity, the greater the uncertainty. Interest rates are also reflective of supply and demand for funds and credit risk.Interest rates are particularly important to companies and governments because they are the key ingredient in the cost of capital. Most companies and governments require debt financing for expansion and capital projects. When interest rates increase, the impact can be significant on borrowers. Interest rates also affect prices in other financial markets, so their impact is far-reaching.Other components to the interest rate may include a risk premium to reflect the creditworthiness of a borrower. For example, the threat of political or sovereign risk can cause interest rates to rise, sometimes substantially, as investors demand additional compensation for the increased risk of default.Factors that influence the level of market interest rates include:1、Expected levels of inflation2、General economic conditions3、Monetary policy and the stance of the central bank4、Foreign exchange market activity5、Foreign investor demand for debt securities6、Levels of sovereign debt outstanding7、Financial and political stabilityYield CurveThe yield curve is a graphical representation of yields for a range of terms to maturity. For example, a yield curve might illustrate yields for maturity from one day (overnight) to 30-year terms. Typically, the rates are zero coupon government rates.Since current interest rates reflect expectations, the yield curve provides useful information about the market 'esxpectations of future interest rates. Implied interest rates for forward-starting terms can be calculated using the information in the yield curve. For example, using rates for one- and two-year maturities, the expected one-year interestrate beginning in one year ' s time can be determined.The shape of the yield curve is widely analyzed and monitored by market participants. As a gauge of expectations, it is often considered to be a predictor of future economic activity and may provide signals of a pending change in economic fundamentals.The yield curve normally slopes upward with a positive slope, as lenders/investors demand higher rates from borrowers for longer lending terms. Since the chance of a borrower default increases with term to maturity, lenders demand to be compensated accordingly.Interest rates that make up the yield curve are also affected by the expected rate of inflation. Investors demand at least the expected rate of inflation from borrowers, inaddition to lending and risk components. If investors expect future inflation to be higher, they will demand greater premiums for longer terms to compensate for this uncertainty. As a result, the longer the term, the higher the interest rate (all else being equal), resulting in an upward-sloping yield curve.Occasionally, the demand for short-term funds increases substantially, andshort-term interest rates may rise above the level of longer term interest rates. This results in an inversion of the yield curve and a downward slope to its appearance.The high cost of short-term funds detracts from gains that would otherwise be obtained through investment and expansion and make the economyvulnerable to slowdown or recession. Eventually, rising interest rates slow the demand for both short-term and long-term funds. A decline in all rates and a return to a normal curve may occur as a result of the slowdown.财务风险管理尽管近年来金融风险大大增加，但风险和风险管理不是当代的主要问题。
财务管理专业外文翻译--企业并购财务风险研究
外文原文The Study of Financial Risk in M&A1. The background analysis of M&AIn the west countries, M&A have a history about more than 100 years, and transactions have been expanding. The 5th wave of global mergers and acquisitions peaked in 2000.In our country, M&A become more and more popular. For example, many companies Step up the pace of overseas expansion and M&A. However, under the pressure of RMB appreciation, many companies choose M&A to tide over the difficulties. As we known, M&A must have risks, for instance: estimate of target firms, choice of transaction method, or financial risks. How can avoid these risks? Which method should we choose? This is the purpose of this article.2. The cause of financial risk in M&A2.1 Overestimate or underestimate the value of firms lead to the risk2.1.1 Information asymmetry is the major factor which impacts the estimationBecause of Information asymmetry, target firm always conceal adverse information and exaggerate good information. Bidders also exaggerate their strength, disclosure between them are inadequate or distorted. Therefore, failures which result from rash actions can be found everywhere. There are many information risks, for tow important examples: first, equity risk, equity is very important in any firms, however there are difference between the offer information and the real, these illusive information threaten the succeed of M&A; second, debt information risk, if this risk would not be found, a large debt will fall to the bidders with no reasons.2.1.2 Lack of rational evaluation methodsThere are three evaluation methods: replacement cost method; market value method; the present value of earnings, between them, market value method has high request about Information symmetry, for firms can make an exact evaluation only when the information is high symmetry. However, in our country, the level of information symmetry is lower, little firms adopt this method. Most of them adopt replacement method and the present value of earnings method. These two methods also have disadvantages, replacement cost reflects the historical cost which can’t reflect the future profitability; although the present value considers the value-addedrevenue, it has also obvious flaws, that is, future revenue expected is very different.2.1.3 The system of assessment is not perfectHere is the assessment system in the whole industry, rather than a simple method. At present, our country is lack of independent, professional bodies, the majority of overseas M&A is completed by the enterprises themselves, on this point there is a certain degree of irrationality. Because lack of professional skills, and there is no habits of long-term follow-up observation, and can’t receive long-term and stable information and so on, all this lead to the re sult can’t follow the expectation.2.2 Risk result from the choice of transaction methods2.2.1 Cash methodIf you expect there is no risk in cash payment, you must make the present value of incremental of expected cash flow net present value is greater than the paid, whereas shareholders of bidders will bear the loss. When the cost of cash payment is expansion, and face huge debt burden, and the source of funding deadline is unreasonable structure, or lack of short-term financing, it is easy to bring to the acquisition of liquidity pressure. At this time if the new company has a low level of liquid assets, it will have a liquidity risk, and liquidity risk is the most outstanding performance of cash payment.2.2.2 Common stock paymentOn the whole, the major risk of stock payment comes from the value-added expectation, the stock exchange expand the shareholder’s base, leading to the decline of earnings per share, when investors doubt the target firm’s ability of getting back earnings per share, the stock price of bidder will decline because of dilution of earnings per share. It shows that the proportion of equity dilution resulting from the convertible is the most important means of payment risks.2.2.3 Leverage paymentLeverage will inevitably bring the debt risk. Leverage is the bidders make target enterprise assets as collateral for loan to banks, post-merger success with the production and operation activities generated cash to repay the loan. The aim of leverage payment is to solve the fund problem by using the loans, and hope that the acquisition can receive effective leverage benefit. This method is bound to achieve a high return on investment and it need stable cash flows to complete. Otherwise, the acquiring company may go bankrupt because of can’t pay off the higher debt.2.3 Financial risk resulting from adverse integration in the post-mergerIn the integration period, when the role of risk factors come to a certain extent, that will lead to the occurrence of financial risks. According to the manifestations, financial risk can be divided into the mechanisms risk, financial risk and operational risk. Mechanisms risk means in the integration period, because of setting up financial institutions, financial functions, financial management system, update of financial organizations, financial synergies, and other factors, the financial income and financial gains of bidders occurred in a departure from expectations, and thus suffer losses. Financial risk means financial income and financial revenue will depart from the expected if there is something wrong with the financial running. In the process of asset management, bidders control their assets, costs, financial operations, liabilities, profits, and other financial functions in accordance with the principle of maximizing the synergy earnings in order to achieve the final purpose of mergers and acquisitions. However, the uncertainty of macro-and micro-environment affect the decision-making process in the financial operation, which lead to financial risk. Operational risk means financial risk result from inadequate monitoring of financial activities. That shows process ending is not equals to final succeed, financial integration is the end of financial management in the M&A, and is also the most important aspect, if it failed it means the whole M&A is failed.3. Prevention measures of financial risk3.1 Prevention for information riskThe important role for this prevention is to rule out the false information through legitimate and effective method and then to get real, comprehensive information. For the equity risk, there are two main points: an appropriate cautiousness and disclosure. Appropriate cautiousness means a process of investigation, review and evaluation. Bidders must investigate the external and internal situation of target firms, in order to find some government activities which restrict property right transaction. Disclosure means that the target company should tell the bidders just as relevant materials, information, debt claims and so on. Disclosure must be true, complete and not misleading. As for the debt risk, we must first choose the best method; second, you must make an agreement about debt scope.3.2 Establish a perfect evaluation system, and select appropriate assessment methodsAppropriate evaluation methods usually include tow systems: One is the basic system which includes financial analysis, industry analysis, operating conditions analysis. Analysis of the financial system contribute to the understanding of thefinancial situation between the two sides, Industry analysis system, can make the bidder understand the external environment, as well as the status of industry trends. Through the analysis of operating conditions can understand the existing problems the operation, and provide the basis for integration. On this basis, enterprises can avoid this risk. Second is the evaluation system. There are many methods of the evaluation system, just as book value, market value, liquidation value, discounted cash flow and so on. Different valuation methods will lead to different price, so firms should select a better method in accordance with their own motive.3.3 Flexible choice of payment methodsReasonable arrangements for the payment method and financial cost reducing are related to the payment method inwhich cash payment face the most pressure. M & A business can combine their own available resources, diluted earnings per share and stock price volatility, changes in the shareholding structure in order to make their payment as combinations of cash, debt and stock, so that it can meet the need between two sides. For example, M&A takes two-tier payment method, for the first, adopt cash method while mixed method is used when the second step. This payment, on the one hand, because of the size of the transaction, the buyer paid cash consideration of a limited capacity, should maintain a more reasonable capital structure to reduce the enormous pressure on the loan, on the other hand, bidder can induce shareholders of target firm to make sell decision as soon as possible, and then they can reach the goal of obtaining control of the business.3.4 To strengthen the post-merger integration3.4.1 Strengthening financial control, financial integration of human resources, financial institutions and functions of the organization. For example, mergers and acquisitions business was to appoint Chief Financial Officer, Chief Financial Officer has clear responsibility and authority, they play the organization and monitoring role on the M & A business from day-to-day financial activities, and enjoy the decision-making power on a major event involved in the whole enterprise; implementing the structure of the M & A Adjust, the allocation of resources, a significant investment, technology development and other major decision-making to the budget of the corporate mergers and acquisitions, monitoring and controlling various types of the budget implementation, and audit its financial reporting; being responsible for personnel management business of their own financial accounting; r eporting the M & A’s assets operation and financial position on a regular basis. At the same time, when the acquisition is completed, financial institutions and thefunctions should be improved according to the specific circumstances of their organizations, including financial accounting systems, internal control systems, investment and financing system to make it more responsive to the needs of both mergers and acquisitions, and to establish a unified Financial information platform, so that management can be faster, more accurate and more comprehensive access to all types of financial information in order to meet the needs of decision-making.3.4.2 Integration of financial managementFinancial management objective is the starting point and end point of financial working, its determination directly impact on the theory of the financial system, and will determine the choice of a variety of financial decision-making. Upon completion of mergers and acquisitions, firms should make a clear objective of financial management based on the financial side of target firms.3.4.3 Integration of asset and liabilitiesIn M & A business, debt of bidders may increase because of taking over the acquisition's debt, or adopt financial method just as loans and bonds issue. If capital structure is irrational, and financial situation also become deterioration. So the balance of integration aiming at improving the financial situation and enhance the solvency of enterprises.3.5 To enhance the risk awareness of management of enterprise, establish and improve financial risk prediction and monitoring system To raise the risk awareness of management of the business will guard against financial risks of mergers and acquisitions from the source. In addition, establish its own enterprise financial risk prevention and control system within the enterprise, to strengthen business-to-risk M & A forecast is one of the key areas of the establishment of early warning mechanism for risk prevention system. M & A business as a better way with the unique advantages of the expansion of the scale, rapid market strategy, the socio-economic restructuring and resources optimization to become a topic of concern, the financial risk arising from the merger is also a deep wide range of people discussion of the field. As the market matures, I think M & A activity will be more thoroughly researched on mergers and acquisitions of financial risk issues will be further deepened, to achieve a real and practical application of theory to guide practice.中文译文企业并购财务风险研究1企业并购的背景研究并购在西方国家中，有大约超过100年的历史，并且交易规模不断扩大。
完整版企业并购财务问题分析外文文献及翻译
M & Financial Analysiscapitalform of become acquisitions have a major Corporate mergers andoperation. Enterprise use of this mode of operation to achieve the capital cost of the synergies, to obtain production and capital concentration external expansion ofA M & very important role. enhancing competitiveness, spread business plays a process involves a lot of financial problems and solve financial problems is the key to the of in merger analysis and successful mergers acquisitions. Therefore, it appears important an Finance has of improve the efficiency M & financial problems to practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand thesize of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective controlof profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the marketvalue.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financialsituation of enterprises, in order to provide reliable financial basis fordecision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basicconditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess thepotential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's valueis determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be thecompany's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on assets,fixed of depreciation the and prices market on based be should asset thebusiness claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income ×PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discountedusing appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, that is the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through theacquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing andexternal financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capitalstructure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.anor means a as expansion and development business A & M Whetherinevitable result of market competition, will play an important stage in thesocio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
财务风险管理外文翻译英文文献
财务风险治理中英文资料翻译Financial Risk ManagementAlthough financial risk has increased significantly in recent years, risk and risk management are not contemporary issues. The result of increasingly global markets is that risk may originate with events thousands of miles away that have nothing to do with the domestic market. Information is available instantaneously, which means that change, and subsequent market reactions, occur very quickly. The economic climate and markets can be affected very quickly by changes in exchange rates, interest rates, and commodity prices. Counterparties can rapidly become problematic. As a result, it is important to ensure financial risks are identified and managed appropriately. Preparation is a key component of risk management.What Is RiskRisk provides the basis for opportunity. The terms risk and exposure have subtle differences in their meaning. Risk refers to the probability of loss, while exposure is the possibility of loss, although they are often used interchangeably. Risk arises as a result of exposure.Exposure to financial markets affects most organizations, either directly or indirectly. When an organization has financial market exposure, there is a possibility of loss but also an opportunity for gain or profit. Financial market exposure may provide strategic or competitive benefits.Risk is the likelihood of losses resulting from events such as changes in market prices. Events with a low probability of occurring, but that may result in a high loss, are particularly troublesome because they are often not anticipated. Put another way, risk is the probable variability of returns.Since it is not always possible or desirable to eliminate risk, understanding it is an important step in determining how to manage it. Identifying exposures and risks forms the basis for an appropriate financial risk management strategy.How Does Financial RiskFinancial risk arises through countless transactions of a financial nature, including sales and purchases, investments and loans, and various other business activities. It can arise as a result of legal transactions, new projects, mergers and acquisitions, debt financing, the energy component of costs, or through the activities of management, stakeholders, competitors, foreign governments, or weather. When financial prices change dramatically, it can increase costs, reduce revenues, or otherwise adversely impact the profitability of an organization. Financial fluctuations may make it more difficult to plan and budget, price goods and services, and allocate capital.There are three main sources of financial risk:1. Financial risks arising from an organization’s exposure to changes in market prices, such as interest rates, exchange rates, and commodity prices.2. Financial risks arising from the actions of, and transactions with, other organizations such as vendors, customers, and counterparties in derivatives transactions3. Financial risks resulting from internal actions or failures of the organization, particularly people, processes, and systemsWhat Is Financial Risk ManagementFinancial risk management is a process to deal with the uncertainties resulting from financial markets. It involves assessing the financial risks facing an organization and developing management strategies consistent with internal priorities and policies. Addressing financial risks proactively may provide an organization with a competitive advantage. It also ensures that management, operational staff, stakeholders, and the board of directors are in agreement on key issues of risk.Managing financial risk necessitates making organizational decisions about risks that are acceptable versus those that are not. The passive strategy of taking no action is the acceptance of all risks by default.Organizations manage financial risk using a variety of strategies and products. It is important to understand how these products and strategies work to reduce risk within the context of the organization’s risk tolerance and objectives.Strategies for risk management often involve derivatives. Derivatives are traded widely among financial institutions and on organized exchanges. The value of derivatives contracts, such as futures, forwards, options, and swaps, is derived from the price of the underlying asset. Derivatives trade on interest rates, exchange rates, commodities, equity and fixed income securities, credit, and even weather.The products and strategies used by market participants to manage financial risk are the same ones used by speculators to increase leverage and risk. Although it can be argued that widespread use of derivatives increases risk, the existence of derivatives enables those who wish to reduce risk to pass it along to those who seek risk and its associated opportunities.The ability to estimate the likelihood of a financial loss is highly desirable. However, standard theories of probability often fail in the analysis of financial markets. Risks usually do not exist in isolation, and the interactions of several exposures may have to be considered in developing an understanding of how financial risk arises. Sometimes, these interactions are difficult to forecast, since they ultimately depend on human behavior.The process of financial risk management is an ongoing one. Strategies need to be implemented and refined as the market and requirements change. Refinements may reflect changing expectations about market rates, changes to the business environment, or changing international political conditions, for example. In general, the process can be summarized as follows:1、Identify and prioritize key financial risks.2、Determine an appropriate level of risk tolerance.3、Implement risk management strategy in accordance with policy.4、Measure, report, monitor, and refine as needed.DiversificationFor many years, the riskiness of an asset was assessed based only on the variability of its returns. In contrast, modern portfolio theory considers not only an asset’s riskiness, but also its contribution to the overall riskiness of the portfolio to which it is added. Organizations may have an opportunity to reduce risk as a result ofrisk diversification.In portfolio management terms, the addition of individual components to a portfolio provides opportunities for diversification, within limits. A diversified portfolio contains assets whose returns are dissimilar, in other words, weakly or negatively correlated with one another. It is useful to think of the exposures of an organization as a portfolio and consider the impact of changes or additions on the potential risk of the total.Diversification is an important tool in managing financial risks. Diversification among counterparties may reduce the risk that unexpected events adversely impact the organization through defaults. Diversification among investment assets reduces the magnitude of loss if one issuer fails. Diversification of customers, suppliers, and financing sources reduces the possibility that an organization will have its business adversely affected by changes outside management’s control. Although the risk of loss still exists, diversification may reduce the opportunity for large adverse outcomes.Risk Management ProcessThe process of financial risk management comprises strategies that enable an organization to manage the risks associated with financial markets. Risk management is a dynamic process that should evolve with an organization and its business. It involves and impacts many parts of an organization including treasury, sales, marketing, legal, tax, commodity, and corporate finance.The risk management process involves both internal and external analysis. The first part of the process involves identifying and prioritizing the financial risks facing an organization and understanding their relevance. It may be necessary to examine the organization and its products, management, customers, suppliers, competitors, pricing, industry trends, balance sheet structure, and position in the industry. It is also necessary to consider stakeholders and their objectives and tolerance for risk.Once a clear understanding of the risks emerges, appropriate strategies can be implemented in conjunction with risk management policy. For example, it might be possible to change where and how business is done, thereby reducing theorganization’s exposure and risk. Alternatively, existing exposures may be managed with derivatives. Another strategy for managing risk is to accept all risks and the possibility of losses.There are three broad alternatives for managing risk:1. Do nothing and actively, or passively by default, accept all risks.2. Hedge a portion of exposures by determining which exposures can and should be hedged.3. Hedge all exposures possible.Measurement and reporting of risks provides decision makers with information to execute decisions and monitor outcomes, both before and after strategies are taken to mitigate them. Since the risk management process is ongoing, reporting and feedback can be used to refine the system by modifying or improving strategies.An active decision-making process is an important component of risk management. Decisions about potential loss and risk reduction provide a forum for discussion of important issues and the varying perspectives of stakeholders.Factors that Impact Financial Rates and PricesFinancial rates and prices are affected by a number of factors. It is essential to understand the factors that impact markets because those factors, in turn, impact the potential risk of an organization.Factors that Affect Interest RatesInterest rates are a key component in many market prices and an important economic barometer. They are comprised of the real rate plus a component for expected inflation, since inflation reduces the purchasing power of a lender’s assets .The greater the term to maturity, the greater the uncertainty. Interest rates are also reflective of supply and demand for funds and credit risk.Interest rates are particularly important to companies and governments because they are the key ingredient in the cost of capital. Most companies and governments require debt financing for expansion and capital projects. When interest rates increase, the impact can be significant on borrowers. Interest rates also affect prices in other financial markets, so their impact is far-reaching.Other components to the interest rate may include a risk premium to reflect the creditworthiness of a borrower. For example, the threat of political or sovereign risk can cause interest rates to rise, sometimes substantially, as investors demand additional compensation for the increased risk of default.Factors that influence the level of market interest rates include:1、Expected levels of inflation2、General economic conditions3、Monetary policy and the stance of the central bank4、Foreign exchange market activity5、Foreign investor demand for debt securities6、Levels of sovereign debt outstanding7、Financial and political stabilityYield CurveThe yield curve is a graphical representation of yields for a range of terms to maturity. For example, a yield curve might illustrate yields for maturity from one day (overnight) to 30-year terms. Typically, the rates are zero coupon government rates.Since current interest rates reflect expectations, the yield curve provides useful information about the market’s expectations of future interest rates. Implied interest rates for forward-starting terms can be calculated using the information in the yield curve. For example, using rates for one- and two-year maturities, the expected one-year interest rate beginning in one year’s time can be determined.The shape of the yield curve is widely analyzed and monitored by market participants. As a gauge of expectations, it is often considered to be a predictor of future economic activity and may provide signals of a pending change in economic fundamentals.The yield curve normally slopes upward with a positive slope, as lenders/investors demand higher rates from borrowers for longer lending terms. Since the chance of a borrower default increases with term to maturity, lenders demand to be compensated accordingly.Interest rates that make up the yield curve are also affected by the expected rateof inflation. Investors demand at least the expected rate of inflation from borrowers, in addition to lending and risk components. If investors expect future inflation to be higher, they will demand greater premiums for longer terms to compensate for this uncertainty. As a result, the longer the term, the higher the interest rate (all else being equal), resulting in an upward-sloping yield curve.Occasionally, the demand for short-term funds increases substantially, and short-term interest rates may rise above the level of longer term interest rates. This results in an inversion of the yield curve and a downward slope to its appearance. The high cost of short-term funds detracts from gains that would otherwise be obtained through investment and expansion and make the economy vulnerable to slowdown or recession. Eventually, rising interest rates slow the demand for both short-term and long-term funds. A decline in all rates and a return to a normal curve may occur as a result of the slowdown.Source: Karen A. Horcher, 202X. “What Is Financial Risk Management〞. Essentials of Financial Risk Management, John Wiley & Sons, Inc.pp.1-22.财务风险治理尽管近年来金融风险大大增加，但风险和风险治理不是当代的主要问题。
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文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.（声明：本译文归百度文库所有，完整译文请到百度文库。
）原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on thedevelopment of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises,inevitably touches the concept of corporate culture collision, due to incomplete information or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge asone company (firm). The aim of M&A transaction is to control the property and business of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of ta rget’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing andpayment risks mainly reflect in: liquidity risk, credit risk caused by deteriorated capital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worthfurther investigation. For instance, this thesis mainly concentrates on qualitative analysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。