财管类毕业论文外文翻译2企业并购财务分析

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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。

财务管理专业财务管理和财务分析大学毕业论文外文文献翻译及原文

毕业设计（论文）外文文献翻译文献、资料中文题目：财务管理和财务分析文献、资料英文题目：文献、资料来源：文献、资料发表（出版）日期：院（部）：专业：财务管理班级：姓名：学号：指导教师：翻译日期： 2017.02.14外文翻译原文Financial Management and Analysis is an introduction to the concepts,tools, and applications of finance. The purpose of this textbook is to communicate the fundamentals of financial management and financial analysis.This textbook is written in a way that will enable students who are just beginning their study of finance to understand financial decision-making and its role in the decision-making process of the entire firm.Throughout the textbook, you’ll see how we view finance.We see financial decision-making as an integral part of the firm’s decision-making, not as a separate function. Financial decision-making involves coordination among personnel specializing in accounting, marketing, and production aspects of the firm.The principles and tools of finance are applicable to all forms and sizes of business enterprises, not only to large corporations. Just as there are special problems and opportunities for small family-owned businesses(such as where to obtain financing), there are special problems and opportunities for large corporations (such as agency problems that arise when management of the firm is separated from the firm’s owners). But the fundamentals of financial management are the same regardless of the size or form of the business. For example, a dollar today is worth more than a dollar one year from today, whether you are makingdecisions for a sole proprietorship or a large corporation.We view the principles and tools of finance as applicable to firms around the globe, not just to U.S. business enterprises. While customs and laws may differ among nations, the principles, theories, and tools of financial management do not. For example, in evaluating whether to buy a particular piece of equipment, you must evaluate what happens to the firm’s future cash flows (How much will they be? When will they occur? How uncertain are they?), whether the firm is located in the United States, Great Britain, or elsewhere.In addition, we believe that a strong foundation in finance principles and the related mathematical tools are necessary for you to understand how investing and financing decisions are made. But building that foundation need not be strenuous. One way that we try to help you build that foundation is to present the principles and theories of finance using intuition, instead of with proofs and theorems. For example, we walk you through the intuition of capital structure theory with numerical and real world examples, not equations and proofs. Another we try to assist you is to approach the tools of finance using careful, step-by-step examples and numerous graphs.ORGANIZATIONFinancial Management and Analysis is presented in seven parts. The first two parts (Parts One and Two) cover the basics, including the objective of financial management, valuation principles, and the relation between risk and return. Financial decision-making is covered in Parts Three, Four, and Five where we present long-term investment management (commonly referred to as capital budgeting), the management of long-term sources of funds, and working capital management. Part Six covers financial statement analysis which includes financial ratio analysis, earnings analysis, and cash flow analysis. The last part (Part Seven) covers several specialized topics: international financial management, borrowing via structured financial transactions (i.e., asset securitization), project financing, equipment leasing, and financial planning and strategy.DISTINGUISHING FEATURES OF THE TEXTBOOKLogical structure. The text begins with the basic principles and tools, followed by long-term investment and financing decisions. The first two parts lay out the basics; Part Three then focuses on the “left side” of the balance sheet (the assets) and the Part Four is the “right side” of the balance sheet (the liabilities and equity). Working capital decisions, whi ch are made to support the day-to-day operations of the firm, are discussed in Part Five. Part Six provides the tools for analyzing a firm’s financial statements. In the last chapter of the book, you are brought back full-circle to the objective of financial management: the maximization of owners’ wealth.Graphical illustrations. Graphs and illustrations have been carefully and deliberately developed to depict and provide visual reinforcement of mathematical concepts. For example, we show the growth of a bank balance through compound interest several ways: mathematically, in a time-line,and with a bar graph.Applications. As much as possible, we develop concepts and mathematics using examples of actual practice. For example, we first present financial analysis using a simplified set of financial statements for a fictitious company. After you’ve learned the basics using the fictitious company, we demonstrate financial analysis tools using data from Wal-Mart Stores, Inc. Actual examples help you better grasp and retain major concepts and tools. We integrate over 100 actual company examples throughout the text, so you’re not apt to miss them. Considering both the examples throughout the text and the research questions and problems, you are exposed to hundreds of actual companies.Extensive coverage of financial statement analysis. While most textbooks provide some coverage of financial statement analysis, we have provided you with much more detail in Part Six of the textbook. Chapter 6 and the three chapters in Part Six allow an instructor to focus on financial statement analysis.Extensive coverage of alternative debt instruments. Because of the innovations in the debt market, alternative forms debt instruments can be issued by a corporation. In Chapter 15,you are introduced to these instruments. We then devote one chapter to the most popular alternative to corporate bond issuance, the creation and issuance of asset-backed securities.Coverage of leasing and project financing. We provide in-depth coverage of leasing in Chapter 27, demystifying the claims about the advantages and disadvantages of leasing you too often read about in some textbooks and professional articles. Project financing has grown in importance for not only corporations but for countries seeking to develop infrastructure facilities. Chapter 28 provides the basic principles for understanding project financing.Early introduction to derivative instruments. Derivative instruments (futures, swaps, and options) play an important role in finance. You are introduced to these instruments in Chapter 4. While derivative instruments are viewed as complex instruments, you are provided with an introduction that makes clear their basic investment characteristics. By the early introduction of derivative instruments, you will be able to appreciate the difficulties of evaluating securities that have embedded options (Chapter 9), how there are real options embedded in capital budgeting decisions (Chapter14), and how derivative instruments can be used to reduce or to hedge the cost of borrowing (Chapter 15).Stand-alone nature of the chapters. Each chapter is written so that chapters may easily be rearranged to fit different course structures. Concepts, terminology, and notation are presented in each chapter so that no chapter is dependent upon another. This means that instructors can tailor the use of this book to fit their particular time frame for the course and their students’preparation (for example, if students enter the course with sufficient background in accounting and taxation, Chapters 5 and 6 can be skipped). We believe that our approach to the subject matter of financial management and analysis will help you understand the key issues and provide the foundation for developing a skill set necessary to deal with real world financial problems.1 Introduction to Financial Management and AnalysisFinance is the application of economic principles and concepts to businessdecision-making and problem solving. The field of finance can be considered to comprise three broad categories: financial management,investments, and financial institutions:■ Financial management. Sometimes called corporate finance or business finance, this area of finance is concerned primarily with financial decision-making within a business entity. Financial management decisions include maintaining cash balances, extending credit, acquiring other firms, borrowing from banks, and issuing stocks and bonds.■ Investments. This area of finance focuses on the behavior of financial markets and the pricing of securities. An investment manager’s tasks, for example, may include valu ing common stocks, selecting securities for a pension fund, or measuring a portfolio’s performance.■ Financial institutions. This area of finance deals with banks and other firms that specialize in bringing the suppliers of funds together with the users of funds. For example, a manager of a bank may make decisions regarding granting loans, managing cash balances, setting interest rates on loans, and dealing with government regulations.No matter the particular category of finance, business situations that call for the application of the theories and tools of finance generally involve either investing (using funds) or financing (raising funds).Managers who work in any of these three areas rely on the same basic knowledge of finance. In this book, we introduce you to this common body of knowledge and show how it is used in financial decision- making. Though the emphasis of this book is financial management, the basic principles and tools also apply to the areas of investments and financial institutions. In th is introductory chapter, we’ll consider the types of decisions financial managers make, the role of financial analysis, the forms of business ownership, and the objective of managers’ decisions. Finally, we will describe the relationship between owners and managers.FINANCIAL MANAGEMENTFinancial management encompasses many different types of decisions. We can classify these decisions into three groups: investment decisions, financing decisions, and decisions thatinvolve both investing and financing. Investment decisions are concerned with the use of funds—the buying, holding, or selling of all types of assets: Should we buy a new die stamping machine? Should we introduce a new product line? Sell the old production facility? Buy an existing company? Build a warehouse? Keep our cash in the bank?Financing decisions are concerned with the acquisition of funds to be used for investing and financing day-to-day operations. Should managers use the money raised through the firms’ revenues? Should they seek money from outside of the business? A company’s operations and investment can be financed from outside the business by incurring debts, such as though bank loans and the sale of bonds, or by selling ownership interests. Because each method of financing obligates the business in different ways, financing decisions are very important.Many business decisions simultaneously involve both investing and financing. For example, a company may wish to acquire another firm— an investment decision. However, the success of the acquisition may depend on how it is financed: by borrowing cash to meet the purchase price, by selling additional shares of stock, or by exchanging existing shares of stock. If managers decide to borrow money, the borrowed funds must be repaid within a specified period of time. Creditors (those lending the money) generally do not share in the control of profits of the borrowing firm. If, on the other hand, managers decide to raise funds by selling ownership interests, these funds never have to be paid back. However, such a sale dilutes the control of (and profits accruing to) the current owners.Whether a financial decision involves investing, financing, or both, it also will be concerned with two specific factors: expected return and risk. And throughout your study of finance, you will be concerned with these factors. Expected return is the difference between potential benefits and potential costs. Risk is the degree of uncertainty associated with these expected returns.Financial AnalysisFinancial analysis is a tool of financial management. It consists of the evaluation of thefinancial condition and operating performance of a business firm, an industry, or even the economy, and the forecasting of its future condition and performance. It is, in other words, a means for examining risk and expected return. Data for financial analysis may come from other areas within the firm, such as marketing and production departments, from the firm’s own accounting data, or from financial information vendors such as Bloomberg Financial Markets, Moody’s Investors Service, Standard & Poor’s Corporation, Fitch Ratings, and Value Line, as well as from government publications, such as the Federal Reserve Bulletin. Financial publications such as Business Week, Forbes, Fortune, and the Wall Street Journal also publish financial data (concerning individual firms) and economic data (concerning industries, markets, and economies), much of which is now also available on the Internet.Within the firm, financial analysis may be used not only to evaluate the performance of the firm, but also its divisions or departments and its product lines. Analyses may be performed both periodically and as needed, not only to ensure informed investing and financing decisions, but also as an aid in implementing personnel policies and rewards systems.Outside the firm, financial analysis may be used to determine the creditworthiness of a new customer, to evaluate the ability of a supplier to hold to the conditions of a long-term contract, and to evaluate the market performance of competitors.Firms and investors that do not have the expertise, the time, or the resources to perform financial analysis on their own may purchase analyses from companies that specialize in providing this service. Such companies can provide reports ranging from detailed written analyses to simple creditworthiness ratings for businesses. As an example, Dun & Bradstreet, a financial services firm, evaluates the creditworthiness of many firms, from small local businesses to major corporations. As another example, three companies—Moody’s Investors Service, Standard & Poor’s, and Fitch—evaluate the credit quality of debt obligations issued by corporations and express these views in the form of a rating that is published in the reports available from these three organizations.FORMS OF BUSINESS ENTERPRISEFinancial management is not restricted to large corporations: It is necessary in all forms and sizes of businesses. The three major forms of business organization are the sole proprietorship, the partnership, and the corporation. These three forms differ in a number of factors, of which those most important to financial decision-making are:■ The way the firm is taxed.■ The degree of control owners may exert on decisions.■ The liability of the owners.■ The ease of transferring ownership interests.■ The ability to raise additional funds.■ The longevity of the business.Sole ProprietorshipsThe simplest and most common form of business enterprise is the sole proprietorship, a business owned and controlled by one person—the proprietor. Because there are very few legal requirements to establish and run a sole proprietorship, this form of business is chosen by many individuals who are starting up a particular business enterprise. The sole proprietor carries on a business for his or her own benefit, without participation of other persons except employees. The proprietor receives all income from the business and alone decides whether to reinvest the profits in the business or use them for personal expenses.A proprietor is liable for all the debts of the business; in fact, it is the proprietor who incurs the debts of the business. If there are insufficient business assets to pay a business debt, the proprietor must pay the debt out of his or her personal assets. If more funds are needed to operate or expand the business than are generated by business operations, the owner either contributes his or her personal assets to the business or borrows. For most sole proprietorships, banks are the primary source of borrowed funds. However, there are limits to how much banks will lend a sole proprietorship, most of which are relatively small.。

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。

企业并购财务风险控制外文文献翻译译文3100字

浅析企业兼并中的财务决策外文翻译.pdf

企业兼并及财务问题的对策企业兼并是为了提高企业的经济绩效，但是，这其中却出现了许多财务问题。

由于企业财务信息在引导社会资源配置和分配社会财富中的影响，因此，有必要解决企业兼并中的财务问题。

一、完善会计准则目前兼并企业各方面的利益主体对兼并企业提供的会计信息的可靠性越来越关注。

他们认识到，由于财务报告提供的信息不真实.整个会计信息的可靠性都会失去保障，他们的切身利益也可能因此受到侵犯。

参与兼并的各方面、与企业相关的不同利益主体、资本市场上现在的和潜在的投资者都认为，凡是按照会计准则和制度编制和提供的财务报告，都是客观公正地反映了企业财务状况和经营成果，其会计信息的质量都是有保证的。

从我国实际情况来看，一方面提高会计信息质量、规范会计核算制度的呼声越来越高;另一方面会计制度不规范导致会计信息不真实，以及企业管理当局为了各自的目的而操纵利润，提供虚假的财务会计报告等情况时有发生。

如果由于会计准则和会计制度的规定不适应经济环境的发展，不能满足对企业兼并大潮中所产生的种种异常现象进行必要的制约和披露的要求，那么，由此导致的会计信息的“制度性失真”，就会对企业兼并的不正常情况产生推波助澜的作用。

基于这种情况，财政部根据中国建设社会主义市场经济的发展要求，以及企业会计人员的职业水平现状，制定颁布了《企业会计制度》，从而有效地遏制了问题的蔓延。

应该看到，企业兼并业务是在市场经济发展过程中产生的，它也将随着市场经济的发展而不断演进。

某一阶段或某一时期的会计制度可能对当时的经济生活中的会计业务进行了全面的考虑和安排，但随着经济环境的变化，新业务的产生，会计制度和准则就可能由于未能及时调整而出现滞后和失缺现象。

因此，会计准则和制度需要根据环境的变化及时调整，才能尽量减少会计信息的“制度性失真”对企业兼并行为的不利影响。

二、改进企业财务理制入世后，我国有关进行企业所有权的有偿接受转让和企业内部管理的法律法规相继出台。

建立全新的企业财务管理体制的条件日趋成熟。

企业并购财务报表分析外文文献翻译

文献信息：文献标题：Enterprise merger and acquisition analysis of financial statements（企业并购财务报表分析）国外作者：James C.Van Horne文献出处：《The modern enterprise financial management》字数统计：英文2907单词，14875字符；中文4855汉字外文文献：Enterprise merger and acquisition analysis of financialstatementsCorporate 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.We need to use financial ratios in analyzing financial statements.——The analysis of comparative financial statements cannot be made really effective unless it takes the form of a study of relationships between items in the statements. It is of little value, for example, to know that, on a given date, the Smith Company has a cash balance of $1oooo. But suppose we know that this balance is only -IV per cent of all current liabilities whereas a year ago cash was 25 per cent of all current liabilities. Since the bankers for the company usually require a cash balance against bank lines, used or unused, of 20 per cent, we can see at once that the firm's cash condition isexhibiting a questionable tendency.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.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.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.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.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.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 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.M & 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.We may make comparisons between items in the comparative financial statements as follows:1. Between items in the comparative balance sheeta) Between items in the balance sheet for one date, e.g., cash may be compared with current liabilitiesb) Between an item in the balance sheet for one date and the same item in the balance sheet for another date, e.g., cash today may be compared with cash a year agoc) Of ratios, or mathematical proportions, between two items in the balance sheet for one date and a like ratio in the balance sheet for another date, e.g., the ratio of cash to current liabilities today may be compared with a like ratio a year ago and the trendof cash condition noted2. Between items in the comparative statement of income and expensea) Between items in the statement for a given periodb) Between one item in this period's statement and the same item in last period's statementc) Of ratios between items in this period's statement and similar ratios in last period's statement3. Between items in the comparative balance sheet and items in the comparative statement of income and expensea) Between items in these statements for a given period, e.g., net profit for this year may be calculated as a percentage of net worth for this yearb) Of ratios between items in the two statements for a period of years, e.g., the ratio of net profit to net worth this year may-be compared with like ratios for last year, and for the years preceding thatOur comparative analysis will gain in significance if we take the foregoing comparisons or ratios and; in turn, compare them with:1.Such data as are absent from the comparative statements but are of importance in judging a concern's financial history and condition, for example, the stage of the business cycle2.Similar ratios derived from analysis of the comparative statements of competing concerns or of concerns in similar lines of business What financial ratios are used in analyzing financial statements.- Comparative analysis of comparative financial statements may be expressed by mathematical ratios between the items compared, for example, a concern's cash position may be tested by dividing the item of cash by the total of current liability items and using the quotient to express the result of the test. Each ratio may be expressed in two ways, for example, the ratio of sales to fixed assets may be expressed as the ratio of fixed assets to sales. We shall express each ratio in such a way that increases from period to period will be favorable and decreases unfavorable to financial condition.We shall use the following financial ratios in analyzing comparative financialstatements:I. Working-capital ratios1. The ratio of current assets to current liabilities2. The ratio of cash to total current liabilities3. The ratio of cash, salable securities, notes and accounts receivable to total current liabilities4. The ratio of sales to receivables, i.e., the turnover of receivables5. The ratio of cost of goods sold to merchandise inventory, i.e., the turnover of inventory6. The ratio of accounts receivable to notes receivable7. The ratio of receivables to inventory8. The ratio of net working capital to inventory9. The ratio of notes payable to accounts payable10. The ratio of inventory to accounts payableII. Fixed and intangible capital ratios1. The ratio of sales to fixed assets, i.e., the turnover of fixed capital2. The ratio of sales to intangible assets, i.e., the turnover of intangibles3. The ratio of annual depreciation and obsolescence charges to the assets against which depreciation is written off4. The ratio of net worth to fixed assetsIII. Capitalization ratios1. The ratio of net worth to debt.2. The ratio of capital stock to total capitalization .3. The ratio of fixed assets to funded debtIV. Income and expense ratios1. The ratio of net operating profit to sales2. The ratio of net operating profit to total capital3. The ratio of sales to operating costs and expenses4. The ratio of net profit to sales5. The ratio of net profit to net worth6. The ratio of sales to financial expenses7. The ratio of borrowed capital to capital costs8. The ratio of income on investments to investments9. The ratio of non-operating income to net operating profit10. The ratio of net operating profit to non-operating expense11. The ratio of net profit to capital stock12. The ratio of net profit reinvested to total net profit available for dividends on common stock13. The ratio of profit available for interest to interest expensesThis classification of financial ratios is permanent not exhaustive. -Other ratios may be used for purposes later indicated. Furthermore, some of the ratios reflect the efficiency with which a business has used its capital while others reflect efficiency in financing capital needs. The ratios of sales to receivables, inventory, fixed and intangible capital; the ratios of net operating profit to total capital and to sales; and the ratios of sales to operating costs and expenses reflect efficiency in the use of capital.' Most of the other ratios reflect financial efficiency.Are the statements adequate in general?-Before attempting comparative analysis of given financial statements we wish to be sure that the statements are reasonably adequate for the purpose. They should, of course, be as complete as possible. They should also be of recent date. If not, their use must be limited to the period which they cover. Conclusions concerning 1923 conditions cannot safely be based upon 1921 statements.Does the comparative balance sheet reflect a seasonable situation? If so, it is important to know financial conditions at both the high and low points of the season. We must avoid unduly favorable judgment of the business at the low point when assets are very liquid and debt is low, and unduly unfavorable judgment at the high point when assets are less liquid and debt likely to be relatively high.Does the balance sheet for any date reflect the estimated financial condition after the sale of a proposed new issue of securities? If so, in order to ascertain the actual financial condition at that date it is necessary to subtract the amount of thesecurity issue from net worth, if the. issue is of stock, or from liabilities, if bonds are to be sold. A like amount must also be subtracted from assets or liabilities depending upon how the estimated proceeds of the issue are reflected in the statement.Are the statements audited or unaudited? It is often said that audited statements, that is, complete audits rather than statements "rubber stamped" by certified public accountants, are desirable when they can be obtained. This is true, but the statement analyst should be certain that the given auditing film's reputation is beyond reproach.Is working-capital situation favorable ?-If the comparative statements to be analyzed are reasonably adequate for the purpose, the next step is to analyze the concern's working-capital trend and position. We may begin by ascertaining the ratio of current assets to current liabilities. This ratio affords-a test of the concern's probable ability to pay current obligations without impairing its net working capital. It is, in part, a measure of ability to borrow additional working capital or to renew short-term loans without difficulty. The larger the excess of current assets over current liabilities the smaller the risk of loss to short-term creditors and the better the credit of the business, other things being equal. A ratio of two dollars of current assets to one dollar of current liabilities is the "rule-of-thumb" ratio generally considered satisfactory, assuming all current assets are conservatively valued and all current liabilities revealed.The rule-of-thumb current ratio is not a satisfactory test of working-capital position and trend. A current ratio of less than two dollars for one dollar may be adequate, or a current ratio of more than two dollars for one dollar may be inadequate. It depends, for one thing, upon the liquidity of the current assets.The liquidity of current assets varies with cash position.-The larger the proportion of current assets in the form of cash the more liquid are the current assets as a whole. Generally speaking, cash should equal at least 20 per cent of total current liabilities (divide cash by total current liabilities). Bankers typically require a concern to maintain bank balances equal to 20 per cent of credit lines whether used or unused. Open-credit lines are not shown on the balance sheet, hence the total of current liabilities (instead of notes payable to banks) is used in testing cash position. Like thetwo-for-one current ratio, the 20 per cent cash ratio is more or less a rule-of-thumb standard.The cash balance that will be satisfactory depends upon terms of sale, terms of purchase, and upon inventory turnover. A firm selling goods for cash will find cash inflow more nearly meeting cash outflow than will a firm selling goods on credit. A business which pays cash for all purchases will need more ready money than one which buys on long terms of credit. The more rapidly the inventory is sold the more nearly will cash inflow equal cash outflow, other things equal.Needs for cash balances will be affected by the stage of the business cycle. Heavy cash balances help to sustain bank credit and pay expenses when a period of liquidation and depression depletes working capital and brings a slump in sales. The greater the effects of changes in the cycle upon a given concern the more thought the financial executive will need to give to the size of his cash balances.Differences in financial policies between different concerns will affect the size of cash balances carried. One concern may deem it good policy to carry as many open-bank lines as it can get, while another may carry only enough lines to meet reasonably certain needs for loans. The cash balance of the first firm is likely to be much larger than that of the second firm.The liquidity of current assets varies with ability to meet "acid test."- Liquidity of current assets varies with the ratio of cash, salable securities, notes and accounts receivable (less adequate reserves for bad debts), to total current liabilities (divide the total of the first four items by total current liabilities). This is the so-called "acid test" of the liquidity of current condition. A ratio of I: I is considered satisfactory since current liabilities can readily be paid and creditors risk nothing on the uncertain values of merchandise inventory. A less than 1:1 ratio may be adequate if receivables are quickly collected and if inventory is readily and quickly sold, that is, if its turnover is rapid andif the risks of changes in price are small.The liquidity of current assets varies with liquidity of receivables. This may be ascertained by dividing annual sales by average receivables or by receivables at the close of the year unless at that date receivables do not represent the normal amount ofcredit extended to customers. Terms of sale must be considered in judging the turnover of receivables. For example, if sales for the year are $1,200,000 and average receivables amount to $100,000, the turnover of receivables is $1,200,000/$100,000=12. Now, if credit terms to customers are net in thirty days we can see that receivables are paid promptly. Consideration should also be given market conditions and the stage of the business cycle. Terms of credit are usually longer in farming sections than in industrial centers. Collections are good in prosperous times but slow in periods of crisis and liquidation.Trends in the liquidity of receivables will also be reflected in the ratio of accounts receivable to notes receivable, in cases where goods are typically sold on open account. A decline in this ratio may indicate a lowering of credit standards since notes receivable are usually given to close overdue open accounts. If possible, a schedule of receivables should be obtained showing those not due, due, and past due thirty, sixty, and ninety days. Such a, schedule is of value in showing the efficiency of credits and collections and in explaining the trend in turnover of receivables. The more rapid the turnover of receivables the smaller the risk of loss from bad debts; the greater the savings of interest on the capital invested in receivables, and the higher the profit on total capital, other things being equal.中文译文：企业并购财务报表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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enterprises XXX about whether to proceed with the n.2.2 Contract designThe contract design should include clear and specific clauses related to risk n。

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。

企业兼并后财务状况分析外文翻译（已处理）

企业兼并后财务状况分析外文翻译本科毕业论文(设计)外文翻译原文:Firm Financial Performance Following Mergers2. Hypotheses2.1. Long-term performance plansThe interests of managers and stockholders can potentially be aligned by management compensation plans. Long-term performance plans may lengthen a manager’s decision-making horizon since the performance plan compensation is deferred until the end of the award period and forfeited if the manager leaves during the period. Managers who are compensated only by a salary and bonus program may have a shorter decisionmaking horizon. Smith and Watts 1982 suggest that short-term bonuses give managers incentives to choose negative net present value projects that impose expenses after the manager retires and to turn down positive net present value projects with a long horizon.The horizon issue is further examined by Narayanan 1985 whose model shows that managers select projects yielding short-term profits to enhance the perception of their ability quickly and thus earn higherwages.This might be done by managers even though the project is not the one with the highest net present value. Tehranian, Travlos and Waegelein 1987 provide evidence that firms with long-term performance plans experience more positive abnormal returns at merger announcements than firms without these plans. Thus, our first hypothesis is that firms who compensate their managers with long-term performance plans will experience more positive post-merger financial performance than firms that do not have these plans.2.2. Method of paymentThe influence of method of payment on post-merger financial performance is ambiguous. Corporate finance theory suggests that the method used to finance a corporate acquisition should produce different valuation effects on the bidding firms’ stock prices because of signaling effects. The signalling hypothesis rests on the assumption that managers have inside information regarding the true value of the firm. This hypothesis predicts that managers, acting in the best interest of existing stockholders, would prefer a cash offer if they believe their firm is undervalued and a common stock offer if overvalued see Myers and Majluf, 1984; and DeAngelo, DeAngelo and Rice, 1984. Market participants might therefore interpret a cash offer as good news and a common stock offer as bad news. Empirical evidence Travlos, 1987 suggests that cash financing is associated with more positive abnormal returns at merger announcements by bidding firms.However, firms that pay for an acquisition in cash typically have large debt payments to make following the acquisition. These debt payments could have a negative impact on post-merger financial performance. Although we compute cash flow returns before deducting interest expense, the additional interest expense could reduce the firm’s ability to invest in other areas i.e., R&D and capital equipment that could have a significant impact on sales and performance. The direction of the effect, if any, is an empirical question.2.3. The market for corporate controlJarrell and Poulsen 1987 and Tehranian, Travlos and Waegelein 1987 provide evidence that bidding firms experienced significantly positive abnormal returns at the announcement of a merger during the 1970s, but experienced insignificant abnormal returns during the 1980s. Jarrell and Poulsen 1987 claim that this secular decline in stock returns reflects increased competition among bidders, changes in regulations affecting mergers which required more disclosure, and the rise of auction-style contests during the 1980s. Herman & Lowenstein 1988 also found conflicting results over different merger periods. In light of this evidence, our third hypothesis is that bidding firms that announce a merger after 1982 will experience poorer post-merger financial performance than bidding firms that announce a merger before 1983.2.4. Hostile takeoversWhether the acquisition is hostile or friendly should also have an effect on post-merger financial performance. When a merger is friendly, both sides usually reach agreement on the terms and this should signal a willingness to work together. Integrating the combined company should be less stressful. With hostile takeovers, often there is a bidding war that takes place to acquire the company. The bad feelings that could have developed during the takeover attempt could result in problems with the integration of the two companies. The fourth hypothesis is that firms who combine through a friendly takeover will have more positive post-merger financial performance than firms who combine through a hostile takeover.2.5. Industry relatednessIt is unclear what the impact on post-merger financial performance will be if the acquiring and target firms are in dissimilar industries. Firms in similar industries might achieve synergies and cost savings by eliminating overlapping areas. However, it might be more difficult to combine similar companies because it could mean asset sales, plant closings, and significant layoffs, which could lead to reduced employee morale. Firms in dissimilar industries might be able to exploit joint marketing arrangements for products that could be complementary. This could lead to increased performance of the combined company. Again, it is an empirical question.3. Data, methodology and research issues3.1. Sample selectionData were collected from the periodical Mergers & Acquisitions’ roster of the largest M&A transactions for the calendar years 1975 to 1990both years inclusive. Transactions involved M&As that were between U.S. firms that were publicly traded and had data on Standard & Poor’s COMPUSTAT tapes. Non-U.S. and private firms were eliminated since financial information is not available for them. Because our study examines the post-merger performance of combined firms only after an initial merger, we eliminated acquiring firms that were previously included in the sample. We also eliminated mergers involving firms in financial and regulated industries railroads and utilities because they are subject to special accounting and regulatory requirements and therefore difficult to compare with other firms.Proxy statements for 5 years prior to the acquisition announcement and 5 years following were examined to determine the compensation plans in effect. One firm had no proxy statements available and was eliminated from the sample. The final sample contains 162 acquiring firms. All 162 acquiring firms had short-term bonus and option plans, while 43 had long-term performance plans as well during the entire 10-year study period. The examination of proxy statements subsequent to the acquisition indicated that in all cases the plans were routinely renewed at expiration date. Information on the method used to pay for the acquisition wasobtained from the Wall Street Journal and the journal Mergers & Acquisitions. Fifty-one firms used stock to finance the acquisition, sixty-eight used cash, and twenty-three used a combination of cash and stock. Twenty firms had no data available on the method used to pay for the acquisition.3.2. Operating cash-flow measure of financial performanceOur study uses industry-adjusted operating cash flow returns on market value of assets as the measure of performance.We feel that accrual accounting-based performance measures, such as ROI, are inappropriate for comparing the post-merger performance with that of the pre-merger period because such measures could be affected by accounting methods and choices for consolidation of financial statements. Our statistic of industry-adjusted operating cash flow returns on market value of assets is computed as follows:1. We computed operating cash flows for each target and acquiring firm in our sample for each fiscal year as equal to: Sales revenues minus cost of goods sold and selling, general and administration expenses. This operating cash flow is arrived at before deducting depreciation, interest expense, income taxes and extraordinary losses as well as before adding extraordinary gains, interest income and non-operating revenues. Thus, it is not affected by changes in tax and leverage factors.2. The market value of assets is computed as the sum of the marketvalue of common stock plus the book value of debt and preferred stock, outstanding at the end of each fiscal year. We then computed the operating cash flow return on market value of assets for each firm for each fiscal year by dividing the operating cash flows by the market value of assets. For the pre-merger period, we combined them for the target and acquiring firms using the market value of assets as weights. For the post-merger period the denominator used is the pre-merger market values of the combined firm. In addition, the firm’s cash balance is deducted from the book value of debt to compute the value of net debt in the denominator.3. To control for macro-economic factors, we computed the industry-adjusted operating cash flow return on market value of assets as the difference between the combined firm’s return and the corresponding statistics for the median firms in each industry 2-digit SIC classification, computed for each year separately.4. We then selected, for each combined firm, the median industry-adjusted operating cash flow return on market value of assets for the five year periods preceding and following the year of the merger. We excluded the merger year from our analysis as there could be some anomalies. We have also used the difference between these median returns DROA in our analysis, in addition to various other variables such as, relative size of the target firm to the acquiring firm in terms of market value SIZE, dummy variable if the firm has a long-term performance planPLAN, dummy variable if the firm financed the acquisition by stock PAY, dummy variable if the transaction is hostile HOST, dummy variable if the acquiring and target firms are in the same industry IND, and a dummy variable if the merger year is later than 1982 YEAR.5. We selected the firms to be included in the control sample for “industry-adjustment” based on 2-digit SIC industry classification. Out of all the firms available in the COMPUSTAT tapes Industrial, research and full-coverage tapes, we eliminated firms that were in the initial sample of transactions. We also eliminated firms which were likely to have engaged in M&As themselves on the basis of a search for “codes” indicating merger activities in the Footnote Tapes of COMPUSTAT. Our rationale was that in order to get a proper control sample which is sufficiently different from the experimental sample, it is not enough to eliminate the sample firms alone. Since we are examining the post-merger performance of M&As, we felt that our control sample should be as free from M&As as possible Our method of computing the industry-adjusted cash flowreturn on market value of assets is similar to that of Healy et al. 1992, but there are some important differences. We used the 2-digit SIC classification for industry adjustment and did not make any “equity revaluations” for the changes in the market values of common stock of the target and acquiring firms surrounding the merger announcement.3.3. Initial evidenceTable 1 presents the summary statistics by year for the sample firms. The paired t-tests show that, on average, corporate performance following the merger improved significantly for the sample. However, breaking the sample down by years shows that merger performance in the earlier years of the study is driving the results. Although the difference between post- and premerger performance is positive and significant in years 1975 through 1982, it is insignificant in years 1983 through 1990. Table 1 also shows that in later years fewer acquiring firms had long-term performance plans and a higher percentage of mergers involved firms in related industries. This may partially explain why performance is poorer in later years4. Conclusion and summaryIn summary, the full regression model implies that firms which announced mergers prior to1983, that compensate their managers with long-term performance plans, that acquire firms in dissimilar industries, and that acquire smaller relative sized firms experience significantly better post-merger financial performance.In light of the results for the variable YEAR, the sample was split into two sub-samples composed of firms that acquired other firms after 1982 and firms that acquired other firms prior to 1983. Panel B of Table 3 reports the findings for firms that acquired other firms after 1982. The results provide evidence that firms that announced mergers after 1982 had more positive post-merger financial performance if their managerswere compensated with long-term performance plans. The other variables were not significant Panel C of Table 3, which reports the findings for firms that acquired other firms before 1983, shows that only the independent variable IND is significant. Although Table 1 shows that firms that announced mergers prior to 1983 had, on average, significantly more positive post-merger performance, Panel C of Table 3 shows that the variables PLAN, and SIZE had no significant impact on improving post-merger performance for firms that announced mergers prior to 1983.Our study finds that there is improvement in post-merger operating financial performance measured by industry-adjusted return on assets for the full sample, which is consistent with Healy et al. 1992. This conclusion is subject to the caveat that operating financial performance could be measured in many different ways and our measure is only one of these alternative measures.Source: //.aswamy.James F.Waegelein,2003.“Firm Fi nancial performance Following Mergers”.Review of Quantitative Finance and Accounting.20, pp.115-126.译文:企业兼并后财务状况分析2.基本假设2.1长期财务计划管理人员和股东的回报可以在管理补偿计划中实现。

企业并购中的财务问题,外文文献

RISK FACTORS OF MERGERS AND ACQUISITIONSAngelika Kędzierska-SzczepaniakGdansk University, Poland.AbstractPurpose – The world market economy is currently characterized by the tendency to globalization, which means that companies have to cooperate and tighten their relations. Companies working on the local market do not have many possibilities for development, so mergers and acquisitions (M&A) can be a chance for them to cooperate with companies from all over the world. The main goal of this paper is to present the most important risk factors for M&A transactions. It will be based on some famous mergers and acquisitions made all over the worldWhat are the reason(s) for writing the paper or the aims of the research?Design/methodology/approach – Some research made in Europe and USA show that many of mergers and acquisitions are destined to fail. The data in this paper is based on research of L.Selen, G.Colvin (2003) and S. Jackson, R. Schuler (2002). There were also similar conclusions on the Polish market in 1998-2002. Almost 40% of the transactions were failure. The paper will be a comparison of some mergers and acquisitions made all over the world. Case studies, synthesis and description will be used in this article. Findings – The result of this analysis, that takes into consideration theoretical and practical solutions, shows the main reasons of M&A failure. They lie in the internal and exterior risk factors. Mergers and Acquisitions are the alternative, shorter and cheaper way of development in comparison with the traditional capital investment. On the other hand, they are time-consuming and characterized of high risk.Research limitations/implications – This research is based on some world M&A processes case-studies. The main focus is on the risk factors of those transactions.Practical implications - Conclusions of this paper should me helpful for those companies that are interested in brownfield investment. It shows the main threats both on the local and international market.Social implications (if applicable) - What will be the impact on society of this research? How will it influence public attitudes? How will it influence (corporate) social responsibility or environmental issues? How could it inform public or industry policy? How might it affect quality of life? Not all papers will have social implications.Originality/value - This paper shows the most important internal and exterior risk factors. The knowledge about those aspects can be very helpful for companies to avoid mistakes in M&A transactions.Keywords Mergers, acquisitions, risk factors, consolidation, company value, synergy effects, financial risk, operational risk.Paper type ViewpointIntroductionThe world market economy is currently characterized by the tendency towards globalization, which means that companies have to cooperate and tighten their relations. Since the beginning of the 20th century the number of mergers and acquisitions has been increasing rapidly not only in the world economy, but also in the Polish one. The first two years of the 21st century brought a decrease in the dynamism of mergers and acquisitions all over the world. In 2003 the value and volume of those transactions started to grow again. Mergers and acquisitions are an alternative, shorter and cheaper way of development in comparison with the traditional capital investment. On the other hand, they are time-consuming and characterized by high risk. Some researches made in Europe and USA show that many of those transactions do not reach the goals and are destined to fail. American research conducted in 2003 shows that almost 70% of mergers and acquisitions do not reach the main goal which is the growth of the company value (Selen, Colvin, 2003). The analysts of AT Kearney came to a similar conclusion that only about 15% of M&A transactions in the United States achieved financial success (Jackson, Schuler, 2002). We could see similar research results on the Polish merger and acquisitions market in 1998-2002 where over 40% of the transactions were destined to fail (Piecek, 2004).The main goal of this paper is to present the most important risk factors for M&A transactions. It will be based on some famous mergers and acquisitions made all over the world.Mergers and Acquisitions – Basic DefinitionsMergers and acquisitions of companies are transactions which cause changes in the stock ownership structure and frequently in the main business strategy.Mergers and acquisitions are similar corporate actions which combine two previously separate companies into a single legal entity. In some cases, terming the combination a "merger" rather than an acquisition is done purely for political or marketing reasons. In a merger of two corporations, the shareholders usually have their shares in the old company exchanged for an equal number of shares in the merged entity (Brigham, Houston, 2001).A merger can resemble a takeover but it results in a new company name (often combining the names of the original companies) and in new branding. A takeover, or acquisition, on the other hand, is characterized by the purchase of a smaller company by a much larger one.An acquisition can produce the same benefits as a merger, but it does not necessarily have to be a mutual decision. A larger company can initiate a hostile takeover of a smaller firm, which essentially means buying the company in the face of resistance from the smaller company's management (Sudarsanam, 2005).Unlike in a merger, in an acquisition, the acquiring firm usually offers a cash price per share to the target firm's shareholders or the acquiring firm's shares to the shareholders of the target firm according to a specified conversion ratio. Either way, the buyer essentially finances the purchase of the target company, buying it outright from its shareholders.Merger involves the mutual decision of two companies to combine and become one entity. In business and economics it is a combination of two companies into one larger company. The activity of those companies is voluntary and unanimous. The partners usually have a similar position on the market (Lewandowski, 1998). The merger can proceed in two different ways. First, both companies that merge are dissolved and quite a new company comes into being. The shareholders of merged firms receive shares of the new company in exchange for the previous one. This kind of merger is called consolidation (unification) (Dobbins, Frąckowiak, Witt, 1992). The second type is merger made through acquisition, i.e. incorporation. In this case one of the companies is attached to the other one. The company that is incorporated loses its legal personality and the shares are replaced by the new shares of the attaching company.The definition shows that in a merger at least one company loses its legal entity, which means that two companies combine and become one larger entity.The term acquisition (takeover) usually means the act of one company taking control over another company. It can be done by means of buying shares of the company being acquired, privatization, tenancy, joint venture or buying assets of this company (Frąckowiak, 1998). As a result, the company that was taken over is a part of the bigger company (e.g. it is a part of a capital group). When it happens the company loses its independence and is controlled by the new owner. On the other hand, the company that was acquired does not lose its entity.The differences between mergers and acquisitions are often conventional. It is very difficult to clearly distinguish between the two notions and make sure that we are dealing with either of the two. In literature those words are often used interchangeably.Restrictions and risk in mergers and acquisitionsThe major risk in M&A processes results from the fact that they are complex and time-consuming. The effects of a merger or acquisition can be felt for several years. Moreover, mergers and acquisitions are very often connected with very high operating costs which result from the organizational and personal changes, severance pay for dismissed workers, technical and technological changes, training workers, etc. Barriers and the limitations which can appear before, during or after the consolidation process can be divided into internal which have their source in the enterprise itself and external on which the company only has limited influence.The internal limitations, which include workers’ resistance to changes or gaining funds for transactions, can be eliminated by proper actions undertaken by the management, such as preliminary research about the company’s financial possibilities and informing employees about planned changes.The realization of M&A process depends especially on such economic factors as the economic situation, GDP, legal and administrative solutions, the level of interest rate as well as non-economic factors such as political tensions. These factors can be rated among external limitations whose elimination or moderation is more difficult and very often impossible.Since the beginning of the fifth wave of M&A advisory and consulting firms have been conducting research that should characterize risk factors connected with mergers and acquisitions. The main risk groups which according to the respondents’ opinions play the main role in taking decisions about mergers or acquisitions of European companies, are presented in Chart 1. The research was carried out by Goldsmith Agio Helms on the representative sample of American private equity funds.Main risk aspects in M&A transactions.Chart l.The difference in management styles of both companies is one of the most important risk factors in M&A transactions. Such risk concerns primarily the international connections where the mentality and culture of transaction’s participants can be different. The purchase of a biotechnological company Hyberitech by one of the largest pharmaceutical firms - the Eli Lilly in 1986 was an example of an acquisition which failed due to different management styles. There was an informal style of management in Hyberitech as opposed to an authoritarian style applied in Eli Lilly. As a result of misunderstandings, many managers of Hyberitech left their jobs. Eli Lilly sold the Hyberitech for less than 5% price of purchase in 1995 (Hooke, 1997).The second important risk factor o in this research is due diligence analysis. This results from the fact that due diligence is often limited only to the verification of the financial reports of the acquired company (Cullinan, Roux, Weddigen, 2004). While it is a very important element of the whole assessment of the company, the managers cannot forget about strategic analysis which takes into consideration not only the financial results but also the logic of the planned acquisition and potential profits for the buyer. The example of the transaction which failed as a result of excessively optimistic expectations and inaccuracy in due diligence analysis was the acquisition of Siemens Mobile by BenQ in June 2005. Managers of BenQ wanted to strengthen the market position of the brand. This strategy, however, did not produce the desired effect,because the acquired company, Siemens Mobile, was in a very difficult financial situation. The transaction proved unsuccessful and the new company BenQ-Siemens announced the bankruptcy of its factories in Europe and changes in company strategy.The next factor that is crucial for the success of mergers and acquisitions is the legal system in different countries, especially in the field of antimonopolistic legislation. Moreover, particularly in Central and Eastern European (CEE) countries, the state is often a co-owner of the company and has influence on both changes within the company and the changes connected with planned mergers and acquisitions.According to J. C. Hooke the risk in mergers and acquisitions processes can be divided into three basic groups: operating risk, financial risk and overpaying risk (Hooke, 1997). Operating risk concerns the fact that the new company may not generate the expected results, which will be responsible for low advantages of scale. That can be connected with unsuccessful restructuring, entering new areas of business activity or job resignations on the part of the highly qualified managers of the acquired company. The risk is smaller when the acquiring company broadens its product range or increases the market share only. An example of low operating risk was the merger of Vistula S.A. and Wólczanka S. A. in 2006. Before the merger the two companies did not compete against each other but produced complementary goods, so the merger resulted in a wider range of products.The financial risk is connected with the method of financing the transaction. Companies usually use borrowed capital in financing. Apart from that, they have to take over the liabilities and debts of the candidate to purchase. Using the loan capital in the transaction can result in better profitability and better financial ratios for shareholders, but on the other hand, the general debt of the company grows, and consequently, the financial costs and the changeability of net profit grow as well. A transaction connected with a high financial risk is exemplified by the acquisition of Brewpole B.V. with the dependent companies (Leżajsk Ltd, Elbrewery Ltd, Warka Ltd) by the Żywiec Group S.A.1 Before the connection Żywiec Group S.A. was characterized by a stable financial situation. Brewpole BV and the dependent companies, on the other hand, were characterized by a high degree of financial leverage and liquidity problems. In 1999, less than twelve months after the acquisition, the financial costs of the whole group increased from PLN 8 million to PLN 120 million, and in 2001 they grew to nearly PLN 200 million (Zywiec Group, 1998-2006). The consistent restructuring activity contributed to the improvement of the financial situation and decrease in the financial risk for the Żywiec Group.The risk of overpaying is connected with the price which the acquiring company has to pay to the stockholders of the acquired company. Sometimes the synergy effect and the increase in revenues are estimated too optimistically by the buyer. The estimation of synergy effects before the completion of the transaction is very difficult or sometimes even impossible. When the bonus is too high, the costs may exceed the advantages resulting from the transaction and lead to a failure.The management of acquiring companies tend to forget that the cost of a transaction is not only the real price paid to the shareholders of the acquired company, but also many other costs connected with the transaction. High bonuses for the control are not common on the Polish capital market due to its lower competitiveness. On the Warsaw Stock Exchange several companies seldom compete to acquire the same enterprise. One of the most interesting examples of a “fight” on the Warsaw Stock Exchange were the attempts to acquire Polfa Kutno S. A. by an Italian concern Recordati and American Ivax Corporation in 2004. When Italian Recordati noticed the call of Polfa Kutno S.A. shares, the managers of Ivax Corporation raised their offer by about 10%. The price of Polfa Kutno shares grew by over 40% when both firms tried to buy it. Finally, the company was acquired by Ivax Corporation and replaced on the Stock Exchange by the buyer.It also happens that the bonus for control does not exist. Such a situation takes place when the buyer already has the majority of shares in the acquired company.Failure may also have its roots in the motives themselves. N. Rodriguez lists three basic doubtful premises of M&A processes:(Rodriguez, 2005):•building of empire;•aspirations for short-term enlargement of profits;•incorrect conception of diversification - building the conglomerates.1Called Browary Żywiec S.A. till 2004, later it became Żywiec Group S.A.The first cause is connected with lack of suitable preparation and analysis prior to the completion of the transaction. This happens when ambitious enterprise owners purchase another enterprise with no strategic reason. One example of this solution is Vivendi Universal which started acquiring various companies (including MP3 or Vizzavi) in December 2001 . Thanks to those acquisitions, it became the second media concern in the world. The debts of the company exceeded €25 billion at the end of 2003. In order to save the company from bankruptcy a decision was made at the beginning of 2004 to sell up parts of the newly purchased enterprises .Another example is the merger of Daimler - Benz AG (Germanys) and Chrysler Corporation (USA) in 1998 resulting in a new connected company: DaimlerChrysler AG. The new corporation was supposed to become a global motor concern. However, a number of acquisitions proved to be misconceived and economically groundless. In 2004 the market value of the whole company was over half lower than the accumulated value of both companies before the merger. As a result, after a few years’ experience, a decision was made to divide the company again (Brors, Freitag, Student, 2007).The second doubtful premise is the pressure on the part of the stockholders who are interested in quick return on the invested capital. If the motivational system for managers is misconstructed, they can make decisions which will prove unfavourable for the company in the long term while at the same time generating short-term profits and consequently bonuses for the management.The third inappropriate reason for mergers and acquisitions which can contribute to their failure is the acceleration of growth and the diversification of risk at all costs. Entering new areas of activity can cause clear damages for the company’s brand, which is exemplified by the acquisitions made by Walt Disney Company (McMurdy, 1995). As a result of those acquisitions a diversified entertainment oligopoly was created, which led to a decrease in brand loyalty and in profitability. It was only the connection with Pixar, a smaller company from the same sector, which improved the image of the whole company.SummaryThe barriers of mergers and acquisitions processes characterized above are significant for the success of the whole transaction. It is important to recognize and attempt to eliminate or reduce them before the completion of the project. Once it is done, there is a chance that, in spite of many obstacles, the transaction will prove successful.In some cases, however, contrary to expectations and despite eliminating internal barriers, a merger or acquisition proves to be unsuccessful. The reasons for failure stem from the fact the this kind of transaction is unique and takes place in several stages. A takeover of another company is a very complicated process where the potential investor has no possibility of foreseeing all possible threats. To a large extent, the risk of failure results from the process of companies’ connection (Jemison, Sitkin, 1986).An analysis of barriers shows that there are various causes of failures which can be either rational or random resulting from unfavourable changes in the surroundings. Mistakes are frequently made and dangers disregarded already in the preparation phase. It manifests itself in a superficial analysis of the acquired company, overestimation of the expected synergy effects or overestimation of the share price of the acquired company (Zarządzanie na Świecie, 1998).The knowledge which factors are crucial for the successful transaction is an important element of a successful merger or acquisition.The basis of a successful undertaking is its thorough preparation as well as careful consideration of the following factors: the time of transaction, the method of connection, obtaining funds, integration of companies, etc. (Lewandowski, 1998).Even though success factors have been identified, many mergers and acquisitions still fail. However, it does not always mean that the transaction was conducted incorrectly. The reasons for failure could be purely coincidental.It should be remembered that one of the crucial factors contributing to the successful transaction is incorporating the transaction in the company’s strategy and implementing it consistently. However, the safest transaction which is most likely to succeed seems to be a small one made by a strong company within its own sector in order to make a full use of the synergy effect.ReferencesBrors, P., Freitag, M., Student, D. (2007), “Tragedia Daimlera”, Manager Magazin, No 6, p. 18-24. Cullinan, G., Le Roux, J.M., Weddigen, R.M. (2004), “When To Walk Away From a Deal”, Harvard Business Review, April, Vol. 82.Dobbins, R., Frąckowiak, W., Witt, S.F.(1992), Praktyczne zarządzanie kapitałami firmy, Wydawnictwo Paanpol, PoznańFrąckowiak, W. (1998), Fuzje i przejęcia przedsiębiorstw, Wydawnictwo PWE, Warszawa.Hooke, J.C. (1997), M&A. A Practical Guide to Doing the Deal, John Wiley&Sons, New York. Jackson, S., Schuler, R.(2002), “Seeking an Edge in Mergers”, Financial Times, 22.10.Jemison, D.B., Sitkin, S.B. (1986),”Acquisition: The Process Can Be a Problem”,Harvard Business Review, March-April.Lewandowski, M.(1998), …Czy fuzje i przejęcia służą przedsiębiorstwom?”, Penetrator – Rynek Kapitałowy, nr 9.Lewandowski M. (1998), Fuzje i przejęcia jako metody wzrostu wartości przedsiębiorstw, Wydawnictwo Akademii Ekonomicznej w Poznaniu, Poznań.McMurdy D. (1995), “Disneys Buys ABC in Merger Mania”, Maclean’s Magazine, August.Piecek G.(2004), …Polski rynek kontroli na tle dojrzałych rynków kapitałowych – czy fuzje i przejęcia tworząwartość rynkową uczestników transakcji”, D. Zarzecki (red.), Zarządzanie finansami – finansowanie przedsiębiorstw w UE, Wydawnictwo Uniwersytetu Szczecińskiego, Szczecin, p. 245-250. Rodriguez, N. (2005), …Uzasadnione i wątpliwe przesłanki przeprowadzania fuzji i przejęć”, Dodatek Specjalny Harward Business Review Polska.Selen L., Colvin G. (2003), “M&A needn’t be a loser’s game”,Harvard Business Review, June.Większość fuzji nie spełnia oczekiwań, …Zarządzanie na Świecie”, 1998, nr 8.Zarzecki D. (2004.), Zarządzanie finansami – finansowanie przedsiębiorstw w UE, Wydawnictwo Uniwersytetu Szczecińskiego, Szczecin.Biographic notes:Angelika Kędzierska-Szczepaniak is a lecturer at Gdansk University, Faculty of Management, Finance Department since 2002; Ph.D. in economics science in January 2008, Ph.D. dissertation title: Financial Aspects of Mergers and Acquisitions of companies quoted on the Warsaw Stock Exchange; Dean’s Representative for European Programmes since 2008.。

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。

exchange rate risk。

and liquidity risk。

Credit risk refers to the risk of default by the borrower。

while interest rate risk refers to the risk of XXX。

Exchange rate risk is the risk of XXX。

and liquidity risk refers to the risk of XXX.XXX。

it is XXX before the n。

including analyzing the financial status of the target company。

XXX。

and assessing the potential impact of interest rate and exchange rate XXX。

it is XXX a sound financial management system and XXX.1.2 Asset riskAsset risk refers to the risk of losses caused by the decline in the value of assets or the XXX the expected value of assets。

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。

财务管理外文文献及翻译2

财务管理外文文献及翻译2附录A:外文文献(译文)跨国公司财务有重大国外经营业务的公司经常被称作跨国公司或多国企业。

跨国公司必须考虑许多并不会对纯粹的国内企业产生直接影响的财务因素，其中包括外币汇率、各国不同的利率、国外经营所用的复杂会计方法、外国税率和外国政府的干涉等。

公司财务的基本原理仍然适用于跨国企业。

与国内企业一样，它们进行的投资项目也必须为股东提供比成本更多的收益，也必须进行财务安排，用尽可能低的成本进行融资。

净现值法则同时适用于国内经营和国外经营，但是，国外经营应用净现值法则时通常更加复杂。

也许跨国财务中最复杂的是外汇问题。

当跨国公司进行资本预算决策或融资决策时，外汇市场能为其提供信息和机会。

外汇、利率和通货膨胀三者的相互关系构成了汇率基本理论。

即:购买力平价理论、利率平价理论和预测理论。

跨国公司融资决策通常要在以下三种基本方法中加以选择，我们将讨论每种方法的优缺点。

(1) 把现金由国内输出用于国外经营业务;(2) 向投资所在国借贷;(3) 向第三国借贷。

1专业术语学习财务的学生通常会听到一个单词总在耳边嗡嗡作响:全球化( g l o b a l i z a t i on )。

学习资金市场的全球化必须首先掌握一些新的术语，以下便是在跨国财务中，还有本章中最常用到的一些术语:(1) 美国存托证(American Depository Receipt,ADR)。

它是在美国发行的一种代表外国股权的证券，它使得外国股票可在美国上市交易。

外国公司运用以美元发行的ADR，来扩大潜在美国投资者群体。

ADR以两种形式代表大约690家外国公司:一是在某个交易所挂牌交易的 ADR，称为公司保荐形式;另一种是非保荐形式，这些ADR通常由投资银行持有并为其做市。

这两种形式的ADR均可由个人投资和买卖，但报纸每天只报告保荐形式的存托证的交易情况。

(2) 交叉汇率(cross rate)。

它是指两种外国货币(通常都不是美元)之间的汇率。

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。

企业并购财务问题分析外文文献

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 spend ingis 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 reasonab le 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 bene fits 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 message.。

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。

财管类毕业论文外文翻译2企业并购财务分析

企业并购财务风险控制外文文献翻译译文3100字

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