跨国并购财务风险外文翻译文献
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。
经济财务外文翻译外文文献英文文献跨国并购
Author:R.J. Kish.Nationality: AmaricaOriginate form: Journal of Multinational Financial Management 1998(8) 434–43作者：基什国籍：美国出处：《跨国公司财务管理》，第8卷，第四期，1998年11月，434-437 原文1Cross-border mergers and acquisitions:the European–US experience1. Factors motivating cross-border acquisitionsIn her extensive discussion of the merger and acquisition process McDonagh Bengtsson (1990) proposes that the following factors motivate many companies to acquire foreign firms: the desire to spread products and diversify risks geographically; to gain back-up products; to exploit synergies; and to attain economies of scale. However, she cautions that workforce problems, poor facilities, as well as social and technological differences may expose the acquiring company to new risks. Other studies in the area of cross-border acquisitions attribute the pattern of acquisitions to several competing factors, both favorable and unfavorable. The discussion that follows surveys a sampling of these factors, examining first the favorable acquisition variables (i.e. variables that appear to influence the firm’s concerned with cross-border deals), then the unfavorable ones. We pay particular attention to those factors more directly related to the countries under study.1.1. Favorable acquisition factorsAlthough there are a number of factors that favor acquisition activity, we focus on those that seem to affect cross-border acquisitions between the US and the EU. These factors include exchange rates, diversification, and economic conditions in the home country, as well as technology and human resources.1.1.1. Exchange ratesCurrent and forecasted future exchange rates affect the home currency equivalent of acquisition prices, as well as the present value of future cash flows accruing to the acquired firm;therefore, the dominant effect in any particular case is ultimately an empirical question. Existing studies, predictably, arrive at different conclusions concerning the role of exchange rates. For example, Froot and Stein (1991) propose that, while there is a relationship between the exchange rates and acquisition activity, there is no evidence that a change in the exchange rate improves the position of foreign acquirers relative to their US counterparts. They contend that when the dollar depreciates, the US becomes a cheaper place for any firm to do business — foreign or domestic. In addition, they downplay the relationship between foreign acquisitions and exchange rates, arguing that improved capital mobility leads to equalized, risk-adjusted returns on international investments. Goldberg (1993) reaches different conclusions. She finds that a depreciated US dollar reduces FDI in American businesses. She also contends that the reverse holds true, that is, if the dollar is strong, one observes an increase in foreign acquisition of US firms and a downward trend in US acquisitions of foreign firms. However, Harris and Ravenscraft (1991) present empirical evidence that is in contrast toGoldberg’s findings. In particular, they contend that a deprecia ted dollar increases the number of foreign acquisitions of US firms.1.1.2. DiversificationThis argument is based on the empirical observation that the covariance of returns across different economies, even within the same industries, is likely to be smaller than within a single economy. It follows that the prospective acquiring company must first decide on its desired levels of risk and return. Only then should it attempt to identify countries, industries, and specific firms that fall within its risk class. In addition, by acquiring ongoing foreign concerns, companies may be able to circumvent tariff and non-tariff barriers, thereby improving their risk–return tradeoff by lowering the level of unsystematic risk.71.1.3. Economic conditions in the home countryFavorable cyclical conditions in the acquiring firm’s home country should facilitate cross-border acquisitions as a means for increasing demand and levels of diversification. On the other hand, adverse economic conditions, such as a slump, recession, or capital market constraints, may cause prospective acquiring firms to concentrate on their domestic business while postponing any international strategic moves.1.1.4. Acquisition of technological and human resourcesIf a firm falls behind in the level of technological knowledge necessary to compete efficientlyin its industry, and it is unable or unwilling to obtain the required technology through research and development, then it may attempt to acquire a foreign firm which is technologically more advanced. In their study, Cebenoyan et al. (1992) support this point, showing that the expansion into new markets through acquisitions allows firms to gain competitive advantage from the possession of specialized resources.1.2. Unfavorable acquisition factorsThe factors discussed thus far generally tend to encourage firms to make crossborder acquisitions. In contrast, there are other variables that often appear to restrain cross-border combinations. These include information asymmetry, monopolistic power, as well as government restrictions and regulations.1.2.1. Information asymmetry.Roll (1986) contends that information about a prospective target firm (e.g. marketshare, sales, cash flow forecasts) is crucial in the decision-making process of an acquiring firm. If the necessary information is not available, Roll (1986) argues that the prospective acquiring firm may be forced to delay or discontinue its plans, eventhough the foreign firm appears to be an attractive target. In contrast, Stoughton (1988) argues that information effects are not always harmful. He points out that the prospective acquirer may be able to obtain information about the target firm that is not available to other market participants.1.2.2. Monopolistic powerIf a firm enjoys monopolistic power (a difficult prospect in the US, due to antitrust laws), then entry into the industry becomes more difficult for potential competitors, domestic or foreign. Moreover, a monopolist is much more likely to resist a takeover attempt. Other barriers to entry that make cross-border acquisitions especially difficult within a monopolistic environment include extensive outlays for research and development, capital expenditures necessary to establish greenfield production facilities, and/or product differentiation through a massive advertising campaign.1.2.3. Government restrictions and regulationsMost governments have some form of takeover regulations in place. In many instances, government approval is mandatory before an acquisition by a foreign firm can occur. In addition, there may exist government restrictions on capital repatriations, dividend payouts, intracompanyinterest payments, and other remittances. Scholes and Wolfson (1990) for example, discuss periods in the US where regulatory events discouraged acquisition activity; they cite the William’s Amendments and the Tax Reform Act of 1969 as significant legal and regulatory changes that contributed to a significant showdown in merger activity in the 1960s. In addition, Scholes and Wolfson (1990) argue that there was a similar impact resulting from changes in US tax laws in the 1980s, because those changes increased transaction costs in acquisitions involving US sellers and foreign buyers. On the other hand, Dewenter (1995) contends that her empirical findings in the chemical and retail industry contradict Scholes and Wolfson (1990). She concludes from her findings that the US tax regime changes in the 1980s provide no explanation for the level of foreign acquisition activity. However, one must note that while Dewenter (1995a) only examined two industries, representing approximately 16% of foreign acquisition activity during 1978–89, Scholes and Wolfson (1990) examined activity from 1968 through 1987 and included a large number of industries in their study. This discussion of the variables that influence cross-border acquisitions, both positively and negatively, suggests that whereas there exists a substantial measure of added complexity in mergers involving firms in different countries, some fundamental aspects of merger analysis remain unchanged. That is, a merger or acquisition, cross-border or domestic, can be treated in the framework of a capital budgeting decision, where the main variables to be estimated are the future cash flows, the acquisition price, and the costs of financing the transaction. Therefore, it stands to reason that, at a macroeconomic level, one should include both the exchange rates and the cost of financing the acquisition. Exchange rates affect both the current price of the target as well as the future cash flows. The cost of financing the acquisition with a mix of debt and equity (i.e. the yields on long-term debt and stock prices) should also play an important role. This is true even though most multi-national corporations have access to global financial markets and will, ceteris paribus, raise funds where the cost of capital is the lowest.译文1欧洲、美国的跨国并购经验1. 激励跨国并购的因素McDonagh Bengtsson(1990)在关于合并和收购过程的广泛讨论中，提出下列激励很多公司收购外国公司的因素: 第一，传播产品和地理上分散风险的愿望;第二，获得支撑的产品;第三，充分发挥协同作用,最后达到经济规模。
并购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。
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
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。
财务风险 外文文献
外文文献The Important Of Financial RiskSohnke M. Bartram Gregory W. Brown and Murat AtamerAbstract:This paper examines the determinants of equity price risk for a largesample of non-financial corporations in the United States from 1964 to 2008. Weestimate both structural and reduced form models to examine the endogenous natureof corporate financial characteristics such as total debt debt maturity cash holdingsand dividend policy. We find that the observed levels of equity price risk areexplained primarily by operating and asset characteristics such as firm age size assettangibility as well as operating cash flow levels and volatility. In contrast impliedmeasures of financial risk are generally low and more stable than debt-to-equity ratios.Our measures of financial risk have declined over the last 30 years even as measuresof equity volatility e.g. idiosyncratic risk have tended to increase. Consequentlydocumented trends in equity price risk are more than fully accounted for by trends inthe riskiness of firms’assets. Taken together the results suggest that the typical U.S.firm substantially reduces financial risk by carefully managing financial policies. As aresult residual financial risk now appears negligible relative to underlying economicrisk for a typical non-financial firm.Keywords：Capital structure；financial risk；risk management；corporate finance1 1.IntroductionThe financial crisis of 2008 has brought significant attention to the effects offinancial leverage. There is no doubt that the high levels of debt financing by financialinstitutions and households significantly contributed to the crisis. Indeed evidenceindicates that excessive leverage orchestrated by major global banks e.g. through themortgage lending and collateralized debt obligations and the so-called “shadowbanking system”may be the underlying cause of the recent economic and financialdislocation. Less obvious is the role of financial leverage among nonfinancial firms.To date problems in the U.S. non-financial sector have been minor compared to thedistress in the financial sector despite the seizing of capital markets during the crisis.For example non-financial bankruptcies have been limited given that the economicdecline is the largest since the great depression of the 1930s. In fact bankruptcyfilings of non-financial firms have occurred mostly in U.S. industries e.g.automotive manufacturing newspapers and real estate that faced fundamentaleconomic pressures prior to the financial crisis. This surprising fact begs the question“How important is financial risk for non-financial firms”At the heart of this issue isthe uncertainty about the determinants of total firm risk as well as components of firmrisk.Recent academic research in both asset pricing and corporate financehasrekindled an interest in analyzing equity price risk. A current strand of the assetpricing literature examines the finding of Campbell et al. 2001 that firm-specificidiosyncratic risk has tended to increase over the last 40 years. Other work suggeststhat idiosyncratic risk may be a priced risk factor see Goyal and Santa-Clara 2003among others. Also related to these studies is work by Pástor and Veronesi 2003showing how investor uncertainty about firm profitability is an important determinantof idiosyncratic risk and firm value. Other research has examined the role of equityvolatility in bond pricing e.g. Dichev 1998 Campbell Hilscher and Szilagyi2008.However much of the empirical work examining equity price risk takes the riskof assets as given or tries to explain the trend in idiosyncratic risk. In contrast thispaper takes a different tack in the investigation of equity price risk. First we seek tounderstand the determinants of equity price risk at the firm level by considering totalrisk as the product of risks inherent in the firms operations i.e. economic or businessrisks and risks associated with financing the firms operations i.e. financial risks.Second we attempt to assess the relative importance of economic and financial risksand the implications for financial policy.Early research by Modigliani and Miller 1958 suggests that financial policymay be largely irrelevant for firm value because investors can replicate manyfinancial decisions by the firm at a low cost i.e. via homemade leverage andwell-functioning capital markets should be able to distinguish between financial andeconomic distress. Nonetheless financial policies such as adding debt to the capitalstructure can magnify the risk of equity. In contrast recent research on corporate riskmanagement suggests that firms may also be able to reduce risks and increase valuewith financial policies such as hedging with financial derivatives. However thisresearch is often motivated by substantial deadweight costs associated with financialdistress or other market imperfections associated with financial leverage. Empiricalresearch provides conflicting accounts of how costly financial distress can be for atypical publicly traded firm.We attempt to directly address the roles of economic and financial risk byexamining determinants of total firm risk. In our analysis we utilize a large sample ofnon-financial firms in the United States.Our goal of identifying the most importantdeterminants of equity price risk volatility relies on viewing financial policy astransforming asset volatility into equity volatility via financial leverage. Thusthroughout the paper we consider financial leverage as the wedge between assetvolatility and equity volatility. For example in a static setting debt provides financialleverage that magnifies operating cash flow volatility. Because financial policy isdetermined by owners and managers we are careful to examine the effects of firms’asset and operating characteristics on financial policy. Specifically we examine avariety of characteristics suggested by previous research and as clearly as possibledistinguish between those associated of the company(i.e. factors determining economic risk) and those associated with financing the firm(i.e. factors determining financial risk).We then allow economic risk to be a determinant of financial policy in the structural framework of Leland and Toft(1996),or alternatively, in a reduced formmodel of financial leverage.An advantage of the structural model approach is that we are able to account for both the possibility of financial and operating implciations of some factors(e.g .dividends),as well as the endogenous nature of the bankruptcy decision and financial policy in general.Our proxy for firm risk is the volantility if common stock returns derived from calculating the standard deviation of daliy equity returns.Our proxies for econmic risk are designed to capture the essential charactersitics of the firm’s operations and assets that determine the cash flow generating process for the firm.For example,firm size and age provide measures of line of –business maturity; tangible assets(plant,property,and equipment)serve as a proxy for the ‘hardness’of a firm’s assets;capital expenditures measure captial intensity as well as growth potential.Operating profitability and operating profit volatility serve as measures of the timeliness and riskiness of cash flows.To understand how financial factors affect firm risk,we examine total debt,debt maturity,dividend payouts,and holdings of cash and short-term investments.The primary resuit or our analysis is surpriing:factors determining economic risk for a typical company exlain the vast majority of the varation in equity volatility.Correspondingly,measures of implied financial leverage are much lower than observed debt ratios. Specifically, in our sample covering 1964-2008 average actual net financial (market) leverage is 1.50 compared to our estimates of between 1.03 and 1.11 (depending on model specification and estimation technique).This suggests that firms may undertake other financial policise to manage financial risk and thus lower effective leverage to nearly negligible levels.These policies might include dynamically adjusting financial variables such as debt levels,debt maturity,or cash holdings (see,for example , Acharya,Almeida,and Campello,2007).In addition,many firms also utilize explicit financial risk management techniques such as the use of financial dervatives,contractual arrangements with investors (e.g. lines of credit,call provisions in debt contracts ,or contingencies in supplier contracts ),spcial purpose vehicles (SPVs),or other alternative risk transfer techniques.The effects of our ecnomic risk factors on equity volatility are generally highly statiscally significant, with predicted size and age of the firm.This is intuitive since large and mature firms typically have more stable lines of business,which shoule be reflected in the volatility. This suggests that companties with higher and more stable operating cash flows are less likely to go bankrupt, and therefore are potentially less risky .Among economic risk variables,the effects of firm size ,prfit volatility,and dividend policy on equity volatility stand out. Unlike some previous studies,our careful treatment of the endogeneity of financial policy confirms that leveage increases total firm risk. Otherwise,fiancial risk factors are not reliably to total risk.Given the large literature on financial policy , it is no surprise that financial variables are , at least in part , determined by the econmic risks frims take.However, some of the specific findings are unexpected. For example , in a simple model of capital structure ,dividend payouts should increase financial leverage since they represent an outflow of cash from the firm(i.e.,increase net debt ).We find that dividends are associated with lower risk. This suggests that paying dividends is not asmuch a product of financial policy as a characteristic of a firm’s operations(e.g.,a mature company with limited growth opportunities). We also estimate how sensitivities to different risk factors have changed over time.Our result indicate that most relations are fairly stable. One exception is firm age which prior to 1983 tends to be positively related to risk and has since been consisitently negatively related to risk.This is related to findings by Brown and Kapadoa (2007) that recent trends in idiosyncratic risk are related to stock listings by younger and riskier firms.。
跨国并购 外文翻译原文
Analysis of Merger and Acquisition Strategy of Multinationals in China and ChineseEnterprises CountermeasuresAbstractMergers and acquisitions of transnational corporations in China presents the strategic trends in recent years. Merger and acquisition strategy of multinationals in China to successfully implement, not only objective necessity of political reform and economic development in China, there are also accidental by Chinese enterprises and government of the subjective errors caused. To prevent risk of multinational merger and acquisition in China, Chinese enterprises should raise awareness of multinational merger and acquisition, carefully chosen joint venture partners, build complete learning system in joint venture/cooperative, enhanced learning capabilities, and enhanced management of merger and acquisition strategies.Key words: Multinational corporations; Merger and acquisition strategy; Joint venture; CooperationIn the late 1990 of 20th century, multinational companies merger and acquisition activity in China is increasing, from all indications, merger and acquisition of multinational corporations in China in recent years had a profound international background, this is a strategic merger behaviors. Grasping the nature of multinationals merger and acquisition strategy in China, it is the important basis for understanding transnational corporation mergers and acquisitions in China.1.THE NATURE OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINADifferent from the previous financial mergers and acquisitions or buy shells of mergers and acquisitions, merger and acquisition motives of multinational corporations in China in recent years, not for implementation of speculative gains, but through the merger and monopoly of the world markets for goods and investment, to seize the material and technical and human resources, successful implementation of global management strategy. It can be said that mergers and acquisitions of strategic motives of transnational corporations presents the strategic trends. To multinational recently on China equipment manufacturing enterprise for multiple mergers and acquisitions as cases, although so far, multinational only respectively on some backbone Enterprise for mergers and acquisitions, under effect in domestic various forces, has not been to implement overall of strategic, and systematic of mergers and acquisitions (is on domestic different area, and same industry several backbone enterprise ofmergers and acquisitions), has not been constitute of threat on China entire equipment manufacturing of key industry, and main area. But the trend of mergers and acquisitions to systematic, high specification, such as, after the United States Caterpillar company mergers and acquisitions in Shandong engineering machinery company, seek merging domestic construction machinery industry of key enterprises, such as Xiamen engineering machinery company, Weifang diesel power company,and Shanghai diesel power company of, reflects this trend.2. COMPREHENSIVE ANALYSIS OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINA2.1 Charctristics of Mergers and Acquisitions IndustryMultinational merger and acquisition in China in recent years mainly concentrated in three main areas: first, the area of production and supply of electric power and other energy; the second is basic materials area, such as steel, chemical raw materials industries; the third is consumer goods production area of beers, soft drinks, skin care products and so on. These industries have the following in common: with foreign investment in these sectors are relatively mature industry, foreign capital has formed a certain scale of production and capital accumulation in the domestic; these are industries that has been or is being lifted; Mergers and acquisitions industry has the characteristics of potential of large scale and high growth potential. In recent years, as China’s economy continues to grow, rising standards of living, potential size and growth potential in the consumer goods industry began to emerge, so as to drive the demand for energy and basic materials industry rapidly rising, making it difficult to meet the market demand for the production capacity of these industries. In order to quickly dominate the market, transnational corporations have used mergers and acquisitions or expansion of investment into China.2.2 Acquisition ways characteristicsIn General, mergers of transnational corporations in China in the following three ways: first, the restructured holdings acquisition, that is, through participation in the restructuring of domestic enterprises, acquisition of 50% per cent of its equity, to achieve control of enterprise management purposes. For example,In March 2001, China tire industry leading enterprise --China Tire and Rubber Compa ny and the world’s largest tire manufacturer-Michelin formed a joint venture company, Michelin 70% stocks, venture companies invest US $ 320 million reverse takeover of tire rubber company’s core business and assets. Second, increased capital holdings acquisition, that is, in the original on the basis of China-foreign joint ventures, foreign capital increase and share, Chinese does not participate in the capital increase, lower the shares, so that the foreign share holdings. For example,In April 1994, Dalian Motor factory and Singapore Wester motor company established a joint venture of Wester (Dalian) Motor Co., Ltd. In April 2004, Wester further mergers and acquisitions the shares held by the Chinese side of Dalian motor company. Third, the share acquisition, that is, foreign companies at the same time offering a-shares and b-shares, or h-shares, acquired not circulation of legal person shares by agreement or holdings of a large number of b-shares, or h-shares, achieve the purpose of shares or holdings. Such as Beijing wagon limited companyand Japan Isuzu motors and Itochu Shoji Corporation signed a cooperation agreement, Isuzu and Itochu joint agreements to purchase, one-time purchase of North brigade not listing circulation of legal person shares 4 20,000 shares of the company, 25% per cent of total share capital of Beijing wagon limited company, become the largest shareholder of Beijing wagon limited company.Characteristics of Acquired EnterpriseAcquired enterprise general is State or State holding enterprise has development years in domestic, has popularity high of brand, sound of market sales network, more advanced of technology, but due to management system does not perfect, history causes, has into business dilemma, enterprise was forced to overall sold or transfer part quality assets, such as: Dalian Motor Factory, Jiamusi Combine Harvester Factory, and Northwest Bearing Factory, and Shenyang Chisel Rock Machinery Company and so on, these enterprises are industry of leader or challenger, but into cash flow problems due to various reasons, shrinking sales, business difficult to continue, in order to enliven the State-owned assets, resolve some of the workers’ employment, enterprises are forced to overall sold or transfer some good assets and joint venture with multinationals. Or for promoting the progress of technology and management need to seek foreign investment.2.4 Characteristics of Merger and Acquisition StrategyIn recent years, merger and acquisition strategy of multinationals in China is clear, they tend to choose the establishment of China-foreign joint ventures and foreign-controlled, final adoption of the foreign capital merger and acquisition, to a wholly foreign-owned enterprises. Even some multinational corporations seeking holding status when they established joint ventures. Then, in the business course of China-foreign joint venture enterprise, marketing channels is controlled by foreign enterprises, implementation of “high and low” strategy, transfer of profits, or do not want to put in new technology, numerous contradictions with China,Cause in fact of business losses, forcing the Chinese transfer of ownership to the foreign, foreign acquisitions China shares, desire for realization of wholly-owned .For example, Fu Anjie railway bearing (Ningxia) Ltd., Wester (Dalian) Motors Ltd., Dalian Burton Motors Ltd , such these joint ventures were turned into a wholly foreign-owned enterprises by foreign merger and acquisition of Chinese shares .3. ANALYSIS OF THE REASONS FOR THE SUCCESS OF THE MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINAMerger and acquisition of multinationals in China has an obvious strategic, but why the merger and acquisition strategy of multinationals in Chinacan be successfully implemented? There are the objective inevitability of both political and economic reform and development in China,also with Chinese enterprises and Government error led to the contingency subjective.3.1 the objective necessity of transnational companies successfully implement the strategy of Merger and Acquisition in china3.1.1 Reform of State-Owned Enterprises Offers a Number of Opportunities to Multinational Mergers and Acquisitions Strategy in ChinaReform of State-owned enterprises had a high demand on foreign funds. There are nearly 400,000 State-owned enterprises in China, many companies will need restructuring or reorganization, there are three areas of funding gap in restructuring or reorganization process: first, the social security funds; the second is the restitution of fun ds banks ‘ bad loans in State-owned enterprises; The third is the sale of State-owned assets of the funding gap in a competitive business. There are three ways to cover the financing gap: country financial; absorbing domestic and foreign investment; State can no longer provide huge amounts of money for the reform of State-owned enterprises, absorbing domestic investments, because lack of non-State-owned investment capacity and willingness and impossible to large-scale implementation domestic investment, which provides opportunities for transnational corporation mergers and acquisitions of State-owned enterprises in China.3.1.2 Conversion from Joint Venture and Cooperation Mode to Wholly-Owned Mode is the Inevitable of Chinese Economic Reform and DevelopmentCooperative and owned is two patterns of internationalization of multinational companies. Due to transnational corporations initial entry into the host country, transnational corporations did not familiar on host country policies, culture, market environment, host country governments development of a number of barriers to entry, sole risk higher than joint venture and cooperation. However, as changes in the he host country environment caused location advantage of enhancements, transnational corporations increases experience through studying, enhancements and strengthened ownership advantage strategic motives of transnational corporations, risk and return of the wholly-owned and joint venture and cooperation mode has changed, wholly-owned gradually replaced so that joint venture and cooperation, replacing a variety of ways, merger and acquisition is one of the most important way. There are three reasons promoting the successful implementation of a merger and acquisition strategy of multinationals in China. First, the rapid development of China’s economy for many years, China’s growing importance in the world economy, the world’s largest potential market is gradually maturing and Chinese market position gradually growing in the global strategy of transnational corporations in China, thus increasing the multinationals take sole mode of income. Second, after joining the WTO, China gradually open industries, lowering the barrier to entry of multinational merger and acquisition enterprises in China, thereby reversing the multinational joint ventures and wholly-owned of risk and return ratio. Third, the multinational companies operating in China for a period of time, get to know China and Chinese markets, which reduces the investment risk.3.2 THE SUBJECTIVE CONTINGENCIES OF TRANSNATIONAL CORPORATIONS SUCCESSFUL IMPLEMENTATION MERGER AND ACQUISITION STRATEGY IN CHINA3.2.1 Failure of Chinese Enterprises Implementation Joint Venture and Cooperation StrategyMore important reason of Multinational companies from the joint venture and cooperation to the holding and to a wholly-owned strategy success is Chinese joint-venture, cooperation strategy failed.First, the Chinese enterprises lack of knowledge on the complexity of the joint venture and cooperation. Joint venture and cooperation is a wide range of more complex problems ona variety of cultural, enterprises and strategies. To achieve the strategic purpose of the joint venture and cooperation, joint ventures, cooperation between the two sides have to properly address issues such as cultural conflict, distribution and disposal of the proceeds, technology learning and protection. China business knowledge on the complexity of the joint venture and cooperation is often not enough, more attention to possible benefits brought by joint venture and cooperation, ignoring the risk of joint venture and cooperation, results to run some of the poor handling of the conflict, affecting the normal operation of the joint venture and cooperative enterprises, or foreign opportunism of inadequate preparations, finally was forced to participate in mergers and acquisitions.Second, Selected not appropriate for joint ventures and cooperation partners.When choosing a partner for Chinese enterprises are often too look at the size of the transnational corporations, technology and management of advanced degrees, and ignore the foreign joint venture of mind, ignored the two parties on the cultural fit, complementary capabilities and resources, as well as position in the joint venture and cooperative enterprises, and many other issues. Making some multinational companies not only to low cost entry into the Chinese market, and dominate in the joint venture and cooperative enterprises, for further mergers and acquisitions Chinese companies with an opportunity.Third, the failure of joint ventures and cooperative learning mechanism in the process. Learning advanced technology and management experience is the main causes of Chinese enterprises and multinational companies to form joint ventures and cooperative enterprises, but Chinese enterprises often do not have to establish a learning mechanism in the process of joint-venture and cooperation. Learning mechanism failure caused results of China enterprise joint venture and cooperation loss of marke t, but haven’t learned skills and experience.3.2.2 Failure of The Merger and Acquisition of Chinese Enterprises StrategyFirst, goals of participating in transnational merger and acquisition is fuzzy and negotiation failure. When Chinese enterprises participating in transnational merger and acquisition, have only good intentions, there is a lack of long-term strategic objectives and effective negotiating routes design, eager to reorganization of assets, high quality assets on multinational mergers and acquisitions, bad assets, debt and the burden of bureaucracy has left China’s parent company. High quality assets are joint ventures with transnational corporations and have not good grasped of commercial negotiation conditions and patterns, and give up control of a joint venture, parent company lost its core competitiveness, lost technology, brand and marketing, enterprise techniques and technology research and development in the future depends on the strategy arrangements of transnational corporation. Second, choosing the merger and acquisition of foreign investors misconduct. Different types of merger and acquisition of foreign investors, determine the effect of mergers and acquisitions different. International multinational consortium with strong financial strength, can easily mobilize huge amounts of money, holding and acquisitions of Chinese companies, and asset consolidation, packing, then go to the foreign or domestic capital markets for cash, earn high profits. China to introduce such investors, although can avoid to be controlled on the technology and production, access to financial support for the time being, are unable to obtain knowledge of manufacturing technologies and production, marketing, does not help enterprises to raise the level of technology and management, and even lose the basis forlong-term development. When many Chinese companies involved in mergers and acquisitions, without carefully assessing and weighing the introduction of different foreign investor to bring effects and interest and blindly participating in transnational mergers and acquisitions, resulting in counterproductive.4. COUNTERMEASURES OF CHINESE ENTERPRISE FACES MULTINATIONALS MERGER AND ACQUISITION STRATEGY IN CHINA4.1 Increasing Awareness of Multinational Merger and Acquisition strategyFirst, clear understanding of the nature of merger and acquisition strategy of multinationals in China. Multinational merger and acquisition in China has not only access to markets, but sought trade monopolies and globally integrated supply chain. Second, fully understand the risks of joint venture/cooperative, understand the advantages and disadvantages of mergers and acquisitions, raising awareness of risk prevention. Joint venture, cooperation and mergers and acquisitions has a double-edged sword effect, to fully assess the risks of losing markets, brands and core technology in the process of joint-venture, cooperation and mergers and acquisitions, and increased awareness of risk prevention, to take effective measures to prevent risks to organization structure design, patent protection, and other aspects. Thirdly, recognizing the importance that keep own business brand and core technology for sustainable development. Brand and core technology is the key source of enterprise’s core competitiveness, loss of brand and core technology will reduce the bargaining power of competition and cooperation of Chinese enterprises and transnational corporations, eventually reduced to matching supply of vendors of multinational corporations has a core competence .4.2 carefully choosing a foreign joint Venture PartnersWhen select partners in joint ventures, to thoroughly understand and analysis the strategic intent the foreign, final judgment goal of foreign joint ventures take acquisitions as a strategy only get into the Chinese market in the early days, aimed at bypassing the Chinese industry control, or for long-term business cooperation with Chinese enterprises. If the foreigner is for long-term business cooperation, Chinese companies should identify own real needs, maintain their unique resources and advantages, from the practical needs of enterprises and the advantages complementary between the two sides, carefully chosen joint venture partners.4.3. strengthening strategic Management capabilities of Mergers and Acquisitions4.3.1 Enhanced Ability to Develop Rational Merger and Acquisition StrategyAt the time of acquisition, Chinese enterprises should have clear targets and strategies of merger and acquisition. As backbone enterprise, to research itself market status, confirmed whether needs participate in transnational mergers and acquisitions; if must by assets restructuring out dilemma, whether must by multinational mergers and acquisitions; if had to looking for multinational mergers and acquisitions, to clear the target by mergers and acquisitions, and developed specific programme of mergers and acquisitions negotiations, using itself of resources, keep on joint venture enterprise of control right, especially to clear Enterprise for technology route of led right; if mergers and acquisitions must to gave upindependent development for premise, seeking borne the original debt and redundant staff placement by multinational enterprises. Otherwise, the value involved in mergers and acquisitions will be greatly reduced.4.3.2 Enhanced Ability to Identify Qualified Acquisition Investor based on reasonable estimation of the enterprise’s own development bottleneck is shortage of technology, shortage of funds, or the shortage of market-oriented, Chinese enterprise careful comparison and calculation of industrial investors and financial investors, commercial investors to enterprise resources and benefits, conditions and cost of the enterprise delivered, choose different types of mergers and acquisitions investors.4.3.3 Strengthen The Capacity of Protection Brand and Technology in Mergers and Acquisitions Process First, before implement mergers and acquisitions, should correctly awareness and assessment brand assets value, China enterprise should hired authority assessment institutions, used advanced of brand value assessment system to assessment brand assets, to prevent the local brand value of loss in foreign and joint venture enterprise mergers and acquisitions process; on the other hand, when mergers and acquisitions, high popularity and reputation of brand must to keep more independence, not easily is controlled by multinationals, this is key involved brand life .。
(完整版)企业并购财务问题分析外文文献及翻译
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
中国企业跨国并购的财务风险(论文外文文献翻译).docx
中国企业跨国并购的财务风险(论文外文文献翻译)Financial Risks of Chinese Enterprises’ Cross-Border Mergers and AcquisitionsAbstractWith overall strength of Chinese enterprises and national going out strategy, cross-border M & As initiated by Chinese enterprises have been booming. However, compared with developed countries, Chinese enterprises started their M & As late and lacked experience and professionals. As a result, Chinese enterprises faced with numerous risks in cross-border M & As, especially with the financial risks. This paper, based on the analysis of Chinese enterprises’ cros s-border M & As cases in recent years, explained how the financial risks formed and finally came up with efficacious precautionary measures.Key words: Chinese enterprise; M & As; Financial; risks1. OVERVIEW OF FINANCIAL RISKS OF CROSS-BORDER M & ASFinancial risks refer to the reimbursement risks and change of returns to shareholders triggered by financing decision in the proce ss of enterprises’ cross-border mergers and acquisitions (abbr. M & As). Enterprises often go through three phases—valuation, financing, and payment—in the process of cross-border M & As. Based on valuation, financing, and payment, decisions affect enterprises’ assets struct ure and even their solvency and returns to their shareholders. In addition, cross-border M& As use an international currency for most countries.Change in exchange rates affects corporate earnings, as well a s shareholders’ ret urns. Therefore, there are four main types of financial risks: valuation risk, financing risk, payment risk, and exchange rate risk.2. STATUS OF CHINESE ENTERPRISES’ CROSS-BORDER M & ASCombining with going out strategy, Chinese enterprises upgrade their strength and participate in the context of economic globalization. Chinese enterprises begin to go abroad, merging and acquiring foreign ones. Although Chinese enterprises’ cross-border M & As started late, China has become the world’s fifth cross-border acquiring power in 2009.Status of Chinese enterprises’ cross-border M & As is as follows:2.1 Increases in the Number and Scale of M & AsIn the year of 2008, Chinese companies completed only 30 cases of cross-border M & As, costing less than $ 9 billion. In the year of 2013, Chinese companies completed 99 cross-border M & A, amounting to $ 38.5 billion. The number of M & As doubled, while the total amount grew more than three times.2.2 Large State-Owned Enterprises as M & As SubjectCompared with private enterprises, large state-owned enterprises have more their own capital. It is easy for them to get loans and finance, so Chinese cross-border M & As are mostly done by large state-owned enterprises. On the Summer Davos Forum in 2013, An drew, Global Chairman of KPMG International, pointed out that 86% of the China’s foreign investment came from China’sstate-owned enterprises. By far in China, the largest cross-border M & As was initiated by China’s state-owned enterprises CNOOC. On February 27, 2013, CNOOC successfully acquired Nexen Corp., a Canadian company, by spending $ 15.1 billion.2.3 Cash as the Main Form of PaymentChina’s market economy status has not been recognized by all countries, and, to a certain extent, Chinese enterprises are discriminated in cross-border M & As. In addition, China’s financial market is not perfect. In order to gain direct control of the acquired enterprises, Chinese enterprises mostly pay by cash. According to Bloomberg, 79.4% of China’s cross-border M & As made their payment by cash, 3.3% by stock, and only 1.18% by other mode.2.4 Increased Impact of Exchange Rate on M & AsBefore the year of 2012, the floating range of RMB against U.S. dollar was only 0.5%. Since 2012, China’s central bank adjusted the floating range of RMB against U.S. dollar to 1%, and on March 15, 2014, extended it to 2%. Compared to the previous fixed exchange rate, the change of exchange rate significantly increased, which made the Chinese enterprises begin to consider the impact of exchange rate change on acquisition costs in their M & As.3. FINANCIAL RISKS FACED WITHCHINESE ENTERPRISES IN CROSSBORDER M & AS Chinese enterprises began to participate in cross-border M & As actively only in the past ten years. The lack ofexperience made it difficult to accurately value the target enterprises. China’s financial market is not mature, it is difficult for Chinese enterprises to finance and choose payment mode. At the same time, the international financial market fluctuates, and RMB is not an international monetary. Cross-border M & As is done by dollar or euro, which brings risks to Chinese cross-border M & As.3.1 The Valuation RiskDetermination of the transaction price of M & As is actually a game playing by initiators and targets of M & As. Under normal circumstances, the initiators can not fully grasp the information of target corporations, so it is difficult to estimate accurately. In general, valuation price will be higher than the actual value of the target enterprise. Overvalued price causes the main type of financial risk faced with the cross-border M & As performing by Chinese enterprises. This risk is reflected in a series of cases, such as TCL and Thomson M & A, China Investment Corporation’s investment in Blackstone USA, acquisition of United Commercial Bank (UCB) by China Minsheng Bank (CMB).Take the failure of acquisition of UCB by CMB as an example. After the outbreak of the subprime crisis in American, western banks were shrinking. The CMB decided to merge the UCB in the United States. CMB injected funds to UCB twice in 2008. After the first injection, the bank’s market value shrank by 70%. CMB didn’t take this as a sign of warning, it injected again after that. Until September, 2009, financial investors suddenly announced the existence financial concealment by UCB, and in November UCB was permanently closed. In the process of M & As, CMB overvalued UCB and eventually increased the loss.How much information about target enterprises that acquirers get is vital to evaluation. Even if acquirers get enough information, it is so subjective to calculate target enterprises’ real value. In the CMB M & A case, there existed big difference between subjective evaluation and real value of UCB. After the first injection of capital, the biggest mistake for CMB was that it took the devaluation of UCB’s stock as an opportunity of another capital injection instead of warning.3.2 Financing RiskFinancing decision plays a vital role in the M & As. It is the foundation of pricing decision and also the condition of payment decision. The major financing channels used by enterprises in their cross-border M & As are their own funds, stock financing, and bank loans. At present, Chinese enterprises mostly use their own funds in acquisitions, resulting in increasing financial problems.In the case of acquisition of Alcatel by TCL in the year of 2004, the significant adverseeffect on TCL was due to bad financing decisions in M & As. In 2003 TCL’s annual profit was only about CNY ¥560 million, while Alcater’s amount of loss on TV sets and DVDs was as high as €120.TCL did not achieve profitability immediately after M & As. TCL not only was unable to repay debt generated from acquisition financing, but also increased the new debt. After that, TCL’s financial risks continued to expand.Financing risk is composed of two parts, one is the environmental risk of financing, and the other is the debt risk of financing. Environmental risk of financing associates with the country’s macroenvironment and the maturity of its financial markets, that is, the more capital markets are developed, the better the macroenvironment is; the more financing instrument may be used, the more acquirers can get financing with less cost. Debt risk of financing is related to the structure of repayment period. Although, as a whole, macroeconomic environment is well in China, the financial markets are not mature, and furthermore, unreasonable repayment structure will bring financing risk to acquirers.3.3 Payment RiskPayment decision is based on valuation decision and financing decision. At present there are mainly three kinds of payment mode: cash payment, equity payment, and leverage payment. Chinese enterprises generally use cash payment, which is the most risky one in their cross-border M & As. This payment mode can effectively help enterprises obtain the control of target enterprises successfully, but it increases financial pressure and the debt burden of Chinese enterprises, which easily leads them to liquidity risk and financial difficulties.In the case of acquisition of Fortis Group Belgium by Ping An Insurance (Group) Company of China, Ltd. (Ping An), from 2007 to 2008, Ping An bought Fortis’s stocks three times from secondary markets, accounting for 4.99% of the total shares, becoming the largest shareholder of Fortis Group. However, by 2008 November, Fortis’s share price fell 96% cumulatively, and Ping An suffered huge losses. In order to make cash payment in the secondary markets to get Fortis shares, Ping An published additionalits own shares and also increased debt. As a result of this M & A, Ping An’s financial risk was increased; the ratio of assets and liabilities was as high as 88.47% in 2008.China’s financial market established late, and is in a progressive stage of development. In immature financial markets, there are limited financing instruments that can be used for acquirers. Most of the capital comes from acquirers’ own capital, bank loans, or government grants. The use of their own capital takes up a lot of corporate liquidity, weakening the ability of dealing with emergencies with their liquid capital. For bank loans, in the immature capital markets, banks monopolize capital, ask for monopolized profits,and may have rent-seeking behavior. As a result, enterprises get bank loans only after paying for large cost. Government grants usually support specific industries and the related audit procedures are very complicated. Even if the companies were in the field of government subsidized industry, they might miss opportunities to complete M & A due to complicated procedures and lengthy audit.3.4 Exchange Rate RiskRMB is not an international currency, and its circulation is limited in the world, so it can not be used in international transactions. Therefore, Chinese cross-border M & As need foreign exchange, under normal circumstances, dollars or euros. For Chinese enterprises, whether to borrow or buy foreign exchange, there is time difference between the day of signing contract and of the actual payment, during which the change in exchange rates will affect the costs of M & As, so that enterprises face foreign currency risk. In addition, when enterprises settle their income in foreign currency, or pay debt, exchange rate change will lead to the uncertainty of their future earnings.In the case of acquisition of Aurukun project by Aluminum Corporation of China Limited (CHALCN), exchange rate risk was obvious. In March, 2007, CHALCN bid Australian Aurukun bauxite development project by $2.92 billion. During the period of bid, Australian dollar exchange rate was about 0.68, and in 2008 July, it appreciated to 0.9848. The Australian dollar rate fluctuated nearly 40%. While CHALCN deposits in dollars, the cross-border M & A project led to huge losses because of exchange rate fluctuation.Boundary condition of cash payments is (VAB-VA)/(1+a)≥Cp≥VB, where VAB is the acquirer’s cash flow after M & A, VA is the acquirer’s cash flow before M & A, a is the cost rate of cash payment, Cp is the amount of cash, and VB is the value of target enterprise. When (VABVA)/(1+a)<C, the cash paid could not be recovered, and the acquirer would suffer the loss. Otherwise, VAB is an estimated value and will be affected by the valuation ability of acquirer. Furthermore, the change of a cannot be controlled completely by the acquirer. Therefore, the use of cash payment will lead to uncontrollable risk.In the process of payment, companies must make reasonable arrangement for funding. As to payment arrangement, if enterprises arranged the time structure and scale structure unreasonably, a relevant factor, such as cost of corporate debt, tax cost, and intermediate costs, would increase and make the increase of post-merger cash flows less than the actual cash flow, resulting in acquirers’ ultimate loss, that is, they would suffer enormous pressure and expose themselves to financial distress.4. COUNTERMEASURES OF FINANCIAL RISKSIn this part, we analyzed the causes of financial risks in Chinese enterprises’ cross-border M & As and proposed the corresponding countermeasures.4.1 Prevention of Valuation RiskFor these businesses involved in cross-border M & As, accurate valuation is the first step to the success. Valuation affects the whole process of M & As. Therefore, it is very important to avoid valuation risk.First, hire a professional team of valuation. Since the Chinese enterprises lack experience of cross-border M & As, it is difficult for acquiring enterprises to grasp the main points in the process of valuation of target companies. It is more likely that target firms would hide key information from them. Usually a professional valuation team has rich experience in M & As, better information collection, and analysis ability, and usually it is able to obtain the information needed from analysis through its unique channels; thereby it helps reduce the risk of enterprise valuation.Second, choose scientific methods of valuation. Enterprises can choose a relatively accurate estimation methods based on the actual situation and may also give a certain weight to each valuation approach and make comprehensive valuation, in order to disperse the risks of each valuation method.Third, adjust financial statements. Financial statements can only reflect the past performance and cannot reflect the future one. At the same time, the financial statements cannot take the key points of business out of balance sheet included. In order to overcome these adverse factors of valuation, acquiring enterprises can adjust the financial statements of target companies according to the information they got about the target companies. They can include the business other than those shown on balance sheet into account, give the weight coefficient of financial indicators and make a comprehensive valuation of the target companies.4.2 Prevention of Financing RiskFor Chinese corporation, financing risks arise due to the immaturity of China’s financial markets. Chinese enterprises have limited choices of financing channels to fund their M & As, so it is difficult for them to obtain enough funds needed in M & As. At the same time, there is no reasonable capital structure when arranging financing. Therefore, for the above reasons, we proposed three countermeasures.First, improve the financial markets and support the development of private credit in order to provide cheap financing for M & As in the short time. Financial innovation will lead to creation of new financial instruments to meet the needs of companies and investors to facilitate corporate financing and raise enough funds, while decentralizing financingrisksSecond, use innovative financing methods. For example, in 2010, in order to finance acquisition of Volvo, Geely Automobile used both fund financing and government funding. In order to attract local government funding, Geely promised to build factories in the cities whose local governments have funded it. Eventually, Geely gained $3 billion fund from Chinese local companies, including $1 billion from International Daqing, $1 billion from Jiaerwo Shanghai, and $1 billion from Chengdu Bank.Finally, set up a reasonable set of repayment structure. Before enterprises involve themselves in M & As, they should take fully consideration of how to pay debts in two consequences of success and failure in M & As respectively. When companies fail in M & As, enterprises should have sufficient liquidity to repay debt resulted from the initial investment. And if companies can successfully achieve acquisition, then companies should make sure that their repayment time, scale, and structure can math their cash flow, scale, and structure after the merger of target companies.4.3 Prevention of Payment RiskPayment risk results from the dependence of Chinese enterprises involved in cross-border M & A on cash payment and unreasonable payment structure arranged by these enterprises. Therefore, in order to prevent payment risk, Chinese enterprises should adopt various payment methods in their cross-border M & As and arrange payment structure reasonably. Lenovo gives us a very good demonstration. In December, 2004, Lenovo purchased IBM’s PC business by $ 1.25 billion, $ 0.65 billion in cash plus $ 0.6 billion by shares of Lenovo. This payment method greatly reduced the pressure of cash flow pressure on Lenovo. It was shown that debt rate of Lenovo remained at normal level in 2004.4.4 Prevention of Exchange Rate RiskWider scope of Chinese exchange rate volatility helps RMB internationalization and also brings more challenges to enterprises who participate in cross-border M & As. Exchange rate risk will further intensify, so we need to take positive measures to avoid it.First, internationalize RMB gradually. If RMB become an international currency, Chinese cross-border acquiring enterprises can use the RMB directly, and then there is no currency exchange and no exchange rate risk. At present the achievement of RMB regionalization is only a small step in the process of RMB internationalization.Second, adopt different hedging strategies. They may prevent the risk of exchange rate by choosing different financial instruments and combining them to hedge in the foreign exchange market. There are many financial instruments we can use, such as: the foreignexchange forward, foreign exchange futures, foreign exchange options, and currency swaps.CONCLUSIONThe paper introduced the status of Chinese enterprise cross-border M & As, and then analyzed the financial risks faced with Chinese enterprise cross-border M & As, that is, evaluation risk, financing risk, payment risk, and exchange rate risk. In order to overcome or even prevent these risks, Chinese enterprises should accumulate experiences of cross-border M & As performance and take use of innovative financial methods. Chinese government should promote the financial markets, support financial innovation and promote RMB internationalization. By their all efforts, Chinese enterprises will perform better in heir cross-border M & As.中国企业跨国并购的财务风险摘要随着我国企业的综合实力和国家战略的实施，我国企业的跨国并购活动蓬勃发展。
企业并购财务风险控制外文文献翻译2014年译文3100字
企业并购财务风险控制外文文献翻译2014年译文3100字Enterprise mergers and ns involve us financial risks。
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财务风险 外文翻译 外文文献 英文文献 财务风险重要性分析
外文原文How Important is Financial Risk?作者：Sohnke M. Bartram, Gregory W. Brown, and Murat Atamer起止页码：1-7出版日期（期刊号）：September 2009,V ol. 2, No. 4(Serial No. 11)出版单位：Theory and Decision, DOI 10.1007/s11238-005-4590-0Abstract：This paper examines the determinants of equity price risk for a large sample of non-financial corporations in the United States from 1964 to 2008. We estimate both structural and reduced form models to examine the endogenous nature of corporate financial characteristics such as total debt, debt maturity, cash holdings, and dividend policy. We find that the observed levels of equity price risk are explained primarily by operating and asset characteristics such as firm age, size, asset tangibility, as well as operating cash flow levels and volatility. In contrast, implied measures of financial risk are generally low and more stable than debt-to-equity ratios. Our measures of financial risk have declined over the last 30 years even as measures of equity volatility (e.g. idiosyncratic risk) have tended to increase. Consequently, documented trends in equity price risk are more than fully accounted for by trends in the riskiness of firms’ assets. Taken together, the results suggest that the typical U.S. firm substantially reduces financial risk by carefully managing financial policies. As a result, residual financial risk now appears negligible relative to underlying economic risk for a typical non-financial firm.Keywords：Capital structure；financial risk；risk management；corporate finance 1IntroductionThe financial crisis of 2008 has brought significant attention to the effects of financial leverage. There is no doubt that the high levels of debt financing by financial institutions and households significantly contributed to the crisis. Indeed, evidence indicates that excessive leverage orchestrated by major global banks (e.g., through the mortgage lending and collateralized debt obligations) and the so-called “shadow banking system” may be the underlying cause of the recent economic and financial dislocation. Less obvious is the role of financial leverage among nonfinancial firms. To date, problems in the U.S. non-financial sector have been minor compared to thedistress in the financial sector despite the seizing of capital markets during the crisis. For example, non-financial bankruptcies have been limited given that the economic decline is the largest since the great depression of the 1930s. In fact, bankruptcy filings of non-financial firms have occurred mostly in U.S. industries (e.g., automotive manufacturing, newspapers, and real estate) that faced fundamental economic pressures prior to the financial crisis. This surprising fact begs the question, “How important is financial risk for non-financial firms?” At the heart of this issue is the uncertainty about the determinants of total firm risk as well as components of firm risk.Recent academic research in both asset pricing and corporate finance has rekindled an interest in analyzing equity price risk. A current strand of the asset pricing literature examines the finding of Campbell et al. (2001) that firm-specific (idiosyncratic) risk has tended to increase over the last 40 years. Other work suggests that idiosyncratic risk may be a priced risk factor (see Goyal and Santa-Clara, 2003, among others). Also related to these studies is work by Pástor and Veronesi (2003) showing how investor uncertainty about firm profitability is an important determinant of idiosyncratic risk and firm value. Other research has examined the role of equity volatility in bond pricing (e.g., Dichev, 1998, Campbell, Hilscher, and Szilagyi, 2008).However, much of the empirical work examining equity price risk takes the risk of assets as given or tries to explain the trend in idiosyncratic risk. In contrast, this paper takes a different tack in the investigation of equity price risk. First, we seek to understand the determinants of equity price risk at the firm level by considering total risk as the product of risks inherent in the firms operations (i.e., economic or business risks) and risks associated with financing the firms operations (i.e., financial risks). Second, we attempt to assess the relative importance of economic and financial risks and the implications for financial policy.Early research by Modigliani and Miller (1958) suggests that financial policy may be largely irrelevant for firm value because investors can replicate many financial decisions by the firm at a low cost (i.e., via homemade leverage) and well-functioning capital markets should be able to distinguish between financial and economic distress. Nonetheless, financial policies, such as adding debt to the capital structure, can magnify the risk of equity. In contrast, recent research on corporate risk management suggests that firms may also be able to reduce risks and increase valuewith financial policies such as hedging with financial derivatives. However, this research is often motivated by substantial deadweight costs associated with financial distress or other market imperfections associated with financial leverage. Empirical research provides conflicting accounts of how costly financial distress can be for a typical publicly traded firm.We attempt to directly address the roles of economic and financial risk by examining determinants of total firm risk. In our analysis we utilize a large sample of non-financial firms in the United States. Our goal of identifying the most important determinants of equity price risk (volatility) relies on viewing financial policy as transforming asset volatility into equity volatility via financial leverage. Thus, throughout the paper, we consider financial leverage as the wedge between asset volatility and equity volatility. For example, in a static setting, debt provides financial leverage that magnifies operating cash flow volatility. Because financial policy is determined by owners (and managers), we are careful to examine the effects of firms’ asset and operating characteristics on financial policy. Specifically, we examine a variety of characteristics suggested by previous research and, as clearly as possible, distinguish between those associated with the operations of the company (i.e. factors determining economic risk) and those associated with financing the firm (i.e. factors determining financial risk). We then allow economic risk to be a determinant of financial policy in the structural framework of Leland and Toft (1996), or alternatively, in a reduced form model of financial leverage. An advantage of the structural model approach is that we are able to account for both the possibility of financial and operating implications of some factors (e.g., dividends), as well as the endogenous nature of the bankruptcy decision and financial policy in general.Our proxy for firm risk is the volatility of common stock returns derived from calculating the standard deviation of daily equity returns. Our proxies for economic risk are designed to capture the essential characteristics of the firms’ operations and assets that determine the cash flow generating process for the firm. For example, firm size and age provide measures of line of- business maturity; tangible assets (plant, property, and equipment) serve as a proxy for the ‘hardness’ of a firm’s assets; capital expenditures measure capital intensity as well as growth potential. Operating profitability and operating profit volatility serve as measures of the timeliness and riskiness of cash flows. To understand how financial factors affect firm risk, we examine total debt, debt maturity, dividend payouts, and holdings of cash andshort-term investments.The primary result of our analysis is surprising: factors determining economic risk for a typical company explain the vast majority of the variation in equity volatility. Correspondingly, measures of implied financial leverage are much lower than observed debt ratios. Specifically, in our sample covering 1964-2008 average actual net financial (market) leverage is about 1.50 compared to our estimates of between 1.03 and 1.11 (depending on model specification and estimation technique). This suggests that firms may undertake other financial policies to manage financial risk and thus lower effective leverage to nearly negligible levels. These policies might include dynamically adjusting financial variables such as debt levels, debt maturity, or cash holdings (see, for example, Acharya, Almeida, and Campello, 2007). In addition, many firms also utilize explicit financial risk management techniques such as the use of financial derivatives, contractual arrangements with investors (e.g. lines of credit, call provisions in debt contracts, or contingencies in supplier contracts), special purpose vehicles (SPVs), or other alternative risk transfer techniques.The effects of our economic risk factors on equity volatility are generally highly statistically significant, with predicted signs. In addition, the magnitudes of the effects are substantial. We find that volatility of equity decreases with the size and age of the firm. This is intuitive since large and mature firms typically have more stable lines of business, which should be reflected in the volatility of equity returns. Equity volatility tends to decrease with capital expenditures though the effect is weak. Consistent with the predictions of Pástor and Veronesi (2003), we find that firms with higher profitability and lower profit volatility have lower equity volatility. This suggests that companies with higher and more stable operating cash flows are less likely to go bankrupt, and therefore are potentially less risky. Among economic risk variables, the effects of firm size, profit volatility, and dividend policy on equity volatility stand out. Unlike some previous studies, our careful treatment of the endogeneity of financial policy confirms that leverage increases total firm risk. Otherwise, financial risk factors are not reliably related to total risk.Given the large literature on financial policy, it is no surprise that financial variables are,at least in part, determined by the economic risks firms take. However, some of the specific findings are unexpected. For example, in a simple model of capital structure, dividend payouts should increase financial leverage since they represent an outflow of cash from the firm (i.e., increase net debt). We find thatdividends are associated with lower risk. This suggests that paying dividends is not as much a product of financial policy as a characteristic of a firm’s operations (e.g., a mature company with limited growth opportunities). We also estimate how sensitivities to different risk factors have changed over time. Our results indicate that most relations are fairly stable. One exception is firm age which prior to 1983 tends to be positively related to risk and has since been consistently negatively related to risk. This is related to findings by Brown and Kapadia (2007) that recent trends in idiosyncratic risk are related to stock listings by younger and riskier firms.Perhaps the most interesting result from our analysis is that our measures of implied financial leverage have declined over the last 30 years at the same time that measures of equity price risk (such as idiosyncratic risk) appear to have been increasing. In fact, measures of implied financial leverage from our structural model settle near 1.0 (i.e., no leverage) by the end of our sample. There are several possible reasons for this. First, total debt ratios for non-financial firms have declined steadily over the last 30 years, so our measure of implied leverage should also decline. Second, firms have significantly increased cash holdings, so measures of net debt (debt minus cash and short-term investments) have also declined. Third, the composition of publicly traded firms has changed with more risky (especially technology-oriented) firms becoming publicly listed. These firms tend to have less debt in their capital structure. Fourth, as mentioned above, firms can undertake a variety of financial risk management activities. To the extent that these activities have increased over the last few decades, firms will have become less exposed to financial risk factors.We conduct some additional tests to provide a reality check of our results. First, we repeat our analysis with a reduced form model that imposes minimum structural rigidity on our estimation and find very similar results. This indicates that our results are unlikely to be driven by model misspecification. We also compare our results with trends in aggregate debt levels for all U.S. non-financial firms and find evidence consistent with our conclusions. Finally, we look at characteristics of publicly traded non-financial firms that file for bankruptcy around the last three recessions and find evidence suggesting that these firms are increasingly being affected by economic distress as opposed to financial distress.In short, our results suggest that, as a practical matter, residual financial risk is now relatively unimportant for the typical U.S. firm. This raises questions about the level of expected financial distress costs since the probability of financial distress islikely to be lower than commonly thought for most companies. For example, our results suggest that estimates of the level of systematic risk in bond pricing may be biased if they do not take into account the trend in implied financial leverage (e.g., Dichev, 1998). Our results also bring into question the appropriateness of financial models used to estimate default probabilities, since financial policies that may be difficult to observe appear to significantly reduce risk. Lastly, our results imply that the fundamental risks born by shareholders are primarily related to underlying economic risks which should lead to a relatively efficient allocation of capital.Before proceeding we address a potential comment about our analysis. Some readers may be tempted to interpret our results as indicating that financial risk does not matter. This is not the proper interpretation. Instead, our results suggest that firms are able to manage financial risk so that the resulting exposure to shareholders is low compared to economic risks. Of course, financial risk is important to firms that choose to take on such risks either through high debt levels or a lack of risk management. In contrast, our study suggests that the typical non-financial firm chooses not to take these risks. In short, gross financial risk may be important, but firms can manage it. This contrasts with fundamental economic and business risks that are more difficult (or undesirable) to hedge because they represent the mechanism by which the firm earns economic profits.The paper is organized at follows. Motivation, related literature, and hypotheses are reviewed in Section 2. Section 3 describes the models we employ followed by a description of the data in Section 4. Empirical results for the Leland-Toft model are presented in Section 5. Section 6 considers estimates from the reduced form model, aggregate debt data for the no financial sector in the U.S., and an analysis of bankruptcy filings over the last 25 years. Section 6 concludes.2 Motivation, Related Literature, and HypothesesStudying firm risk and its determinants is important for all areas of finance. In the corporate finance literature, firm risk has direct implications for a variety of fundamental issues ranging from optimal capital structure to the agency costs of asset substitution. Likewise, the characteristics of firm risk are fundamental factors in all asset pricing models.The corporate finance literature often relies on market imperfections associated with financial risk. In the Modigliani Miller (1958) framework, financial risk (or more generally financial policy) is irrelevant because investors can replicate the financialdecisions of the firm by themselves. Consequently, well-functioning capital markets should be able to distinguish between frictionless financial distress and economic bankruptcy. For example, Andrade and Kaplan (1998) carefully distinguish between costs of financial and economic distress by analyzing highly leveraged transactions, and find that financial distress costs are small for a subset of the firms that did not experience an “economic” shock. They conclude that financial distress costs should be small or insignificant for typical firms. Kaplan and Stein (1990) analyze highly levered transactions and find that equity beta increases are surprisingly modest after recapitalizations.The ongoing debate on financial policy, however, does not address the relevance of financial leverage as a driver of the overall riskiness of the firm. Our study joins the debate from this perspective. Correspondingly, decomposing firm risk into financial and economic risks is at the heart of our study.Research in corporate risk management examines the role of total financial risk explicitly by examining the motivations for firms to engage in hedging activities. In particular, theory suggests positive valuation effects of corporate hedging in the presence of capital market imperfections. These might include agency costs related to underinvestment or asset substitution (see Bessembinder, 1991, Jensen and Meckling, 1976, Myers, 1977, Froot, Scharfstein, and Stein,1993), bankruptcy costs and taxes (Smith and Stulz, 1985), and managerial risk aversion (Stulz,1990). However, the corporate risk management literature does not generally address the systematic pricing of corporate risk which has been the primary focus of the asset pricing literature.Lintner (1965) and Sharpe (1964) define a partial equilibrium pricing of risk in a mean variance framework. In this structure, total risk is decomposed into systematic risk and idiosyncratic risk, and only systematic risk should be priced in a frictionless market. However, Campbelletal (2001) find that firm-specific risk has increased substantially over the last four decades and various studies have found that idiosyncratic risk is a priced factor (Goyal and Santa Clara,2003, Ang, Hodrick, Xing, and Zhang, 2006, 2008, Spiegel and Wang, 2006). Research has determined various firm characteristics (i.e., industry growth rates, institutional ownership, average firm size, growth options, firm age, and profitability risk) are associated with firm-specific risk. Recent research has also examined the role of equity price risk in the context of expected financial distress costs (Campbell and Taksler, 2003, Vassalou and Xing, 2004, Almeida and Philippon, 2007, among others). Likewise, fundamental economicrisks have been shown to be to be related to equity risk factors (see, for example, Vassalou, 2003, and the citations therein). Choiand Richardson (2009) examine the volatility of the firm’s assets using issue-level data on debt and find that asset volatilities exhibit significant time-series variation and that financial leverage has a substantial effect on equity volatility.How Important is Financial Risk?财务风险的重要性作者：Sohnke M. Bartram, Gregory W. Brown, and Murat Atamer起始页码：1-7出版日期（期刊号）：September 2009,Vol. 2, No. 4(Serial No. 11)出版单位：Theory and Decision, DOI 10.1007/s11238-005-4590-0外文翻译译文：摘要：本文探讨了美国大型非金融企业从1964年至2008年股票价格风险的决定小性因素。
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。
财务风险外文翻译财务风险管理中英文对照外文翻译文献
财务风险外文翻译财务风险管理中英文对照外文翻译文献中英文资料翻译Financial Risk ManagementAlthough financial risk has increased significantly in recent years, risk and risk management are not contemporary issues. The result of increasingly global markets is that risk may originate with events thousands of miles away that have nothing to do with the domestic market. Information is available instantaneously, which means that change, and subsequent market reactions, occur very quickly. The economic climate and markets can be affected very quickly by changes in exchange rates, interest rates, and commodity prices. Counterparties can rapidly becomeproblematic. As a result, it is important to ensure financial risks are identified and managed appropriately. Preparation is a key component of risk management.What Is Risk?Risk provides the basis for opportunity. The terms risk and exposure have subtle differences in their meaning. Risk refers to the probability of loss, while exposure is the possibility of loss, although they are often used interchangeably. Risk arises as a result of exposure. Exposure to financial markets affects most organizations, either directly or indirectly. When an organization has financial market exposure, there is a possibility of loss but also an opportunity for gain or profit. Financial market exposure may provide strategic or competitive benefits.Risk is the likelihood of losses resulting from events such as changes in market prices. Events with a low probability of occurring, but that may result in a high loss, are particularly troublesome because they are often not anticipated. Put another way, risk is the probable variability of returns. Since it is not always possible or desirable to eliminate risk, understanding it is an important step in determining how to manage it. Identifying exposures and risks forms the basisfor an appropriate financial risk management strategy. How Does Financial Risk?Financial risk arises through countless transactions of a financial nature, including sales and purchases, investments and loans, and various other business activities. It can arise as a result of legal transactions, new projects, mergers and acquisitions, debt financing, the energy component of costs, or through the activities of management, stakeholde rs, competitors, foreign governments, or weather. When financial prices change dramatically, it can increase costs, reduce revenues, or otherwise adversely impact the profitability of an organization. Financial fluctuations may make it more difficult to plan and budget, price goods and services, and allocate capital.There are three main sources of financial risk:1. Financial risks arising from an organization’s exposure to changes in market prices, such as interest rates, exchange rates, and commodity prices.2. Financial risks arising from the actions of, and transactions with, other organizations such as vendors, customers, and counterparties in derivatives transactions3. Financial risks resulting from internal actions or failuresof the organization, particularly people, processes, and systemsWhat Is Financial Risk Management?Financial risk management is a process to deal with the uncertainties resulting from financial markets. It involves assessing the financial risks facing an organization and developing management strategies consistent with internal priorities and policies. Addressing financial risks proactively may provide an organization with a competitive advantage. It also ensures that management, operational staff, stakeholders, and the board of directors are in agreement on key issues of risk.Managing financial risk necessitates making organizational decisions about risks that are acceptable versus those that are not. The passive strategy of taking no action is the acceptance of all risks by default. Organizations manage financial risk using a variety of strategies and products. It is important to understand how these products and strategies work to reduce riskwithin the context of the organization’s risk tolerance and objectives.Strategies for risk management often involve derivatives.Derivatives are traded widely among financial institutions and on organized exchanges. The value of derivatives contracts, such as futures, forwards, options, and swaps, is derived from the price of the underlying asset. Derivatives trade on interest rates, exchange rates, commodities, equity and fixed income securities, credit, and even weather.The products and strategies used by market participants to manage financial risk are the same ones used by speculators to increase leverage and risk. Although it can be argued that widespread use of derivatives increases risk, the existence of derivatives enables those who wish to reduce risk to pass it along to those who seek risk and its associated opportunities.The ability to estimate the likelihood of a financial loss is highly desirable. However, standard theories of probability often fail in the analysis of financial markets. Risks usually do not exist in isolation, and the interactions of several exposures may have to be considered in developing an understanding of how financial risk arises. Sometimes, these interactions are difficult to forecast, since they ultimately depend on human behavior.The process of financial risk management is an ongoingone. Strategies need to be implemented and refined as the market and requirements change. Refinements may reflect changing expectations about market rates, changes to the business environment, or changing international political conditions, for example. In general, the process can be summarized as follows:1、Identify and prioritize key financial risks.2、Determine an appropriate level of risk tolerance.3、Implement risk management strategy in accordance with policy.4、Measure, report, monitor, and refine as needed. DiversificationFor many years, the riskiness of an asset was assessed based only on the variability of its returns. In contrast, modern portfolio theory considers not only an asset’s riskiness, but also its contribution to the overall riskiness of the portfolio towhich it is added. Organizations may have an opportunity to reduce risk as a result of risk diversification.In portfolio management terms, the addition of individual components to a portfolio provides opportunities for diversification, within limits. A diversified portfolio containsassets whose returns are dissimilar, in other words, weakly or negatively correlated with one another. It is useful to think of the exposures of an organization as a portfolio and consider the impact of changes or additions on the potential risk of the total.Diversification is an important tool in managing financial risks. Diversification among counterparties may reduce the risk that unexpected events adversely impact the organization through defaults. Diversification among investment assets reduces the magnitude of loss if one issuer fails. Diversification of customers, suppliers, and financing sources reduces the possibility that an organization will have its business adversely affected by changes outside management’s control. Although the risk of loss still exists, diversification may reduce the opportunity for large adverse outcomes.Risk Management ProcessThe process of financial risk management comprises strategies that enable an organization to manage the risks associated with financial markets. Risk management is a dynamic process that should evolve with an organization and its business. It involves and impacts many parts of anorganization including treasury, sales, marketing, legal, tax, commodity, and corporate finance.The risk management process involves both internal and external analysis. The first part of the process involves identifying and prioritizing the financial risks facing an organization and understanding their relevance. It may be necessary to examine the organization and its products, management, customers, suppliers, competitors, pricing, industry trends, balance sheet structure, and position in the industry. It is also necessary to consider stakeholders and their objectives and tolerance for risk.Once a clear understanding of the risks emerges, appropriate strategies can be implemented in conjunction with risk management policy. For example, it might be possible to change where and how business is done, thereby reducing the organization’s exposure and risk. Alternatively, existing exposures may be managed with derivatives. Another strategy for managing risk is to accept all risks and the possibility of losses.There are three broad alternatives for managing risk:1. Do nothing and actively, or passively by default, accept all risks.2. Hedge a portion of exposures by determining which exposures can and should be hedged.3. Hedge all exposures possible.Measurement and reporting of risks provides decision makers with information to execute decisions and monitor outcomes, both before and after strategies are taken to mitigate them. Since the risk management process is ongoing, reporting and feedback can be used to refine the system by modifying or improving strategies.An active decision-making process is an important component of risk management. Decisions about potential loss and risk reduction provide a forum for discussion of important issues and the varying perspectives of stakeholders. Factors that Impact Financial Rates and PricesFinancial rates and prices are affected by a number of factors. It is essential to understand the factors that impact markets because those factors, in turn, impact the potential risk of an organization.Factors that Affect Interest RatesInterest rates are a key component in many market prices and an important economic barometer. They are comprisedof the real rate plus a component for expected inflation, since inflation reduces the purchasing power of a lender’s assets .The greater the term to maturity, the greater the uncertainty. Interest rates are also reflective of supply and demand for funds and credit risk.Interest rates are particularly important to companies and governments because they are the key ingredient in the cost of capital. Most companies and governments require debt financing for expansion and capital projects. When interest rates increase, the impact can be significant on borrowers. Interest rates also affect prices in otherfinancial markets, so their impact is far-reaching.Other components to the interest rate may include a risk premium to reflect the creditworthiness of a borrower. For example, the threat of political or sovereign risk can cause interest rates to rise, sometimes substantially, as investors demand additional compensation for the increased risk of default.Factors that influence the level of market interest rates include:1、Expected levels of inflation2、General economic conditions3、Monetary policy and the stance of the central bank4、Foreign exchange market activity5、Foreign investor demand for debt securities6、Levels of sovereign debt outstanding7、Financial and political stabilityYield CurveThe yield curve is a graphical representation of yields for a range of terms to maturity. For example, a yield curve might illustrate yields for maturity from one day (overnight) to 30-year terms. Typically, the rates are zero coupon government rates.Since current interest rates reflect expectations, the yield curve provides useful information about the market’s expectations of future interest rates. Implied interest rates for forward-starting terms can be calculated using the information in the yield curve. For example, using rates for one- and two-year maturities, the expected one-year interest rate beginning in one year’s time can be determined.The shape of the yield curve is widely analyzed and monitored by market participants. As a gauge of expectations, it is often considered to be a predictor of future economic activity and may provide signals of a pendingchange in economic fundamentals.The yield curve normally slopes upward with a positive slope, as lenders/investors demand higher rates from borrowers for longer lending terms. Since the chance of a borrower default increases with term to maturity, lenders demand to be compensated accordingly.Interest rates that make up the yield curve are also affected by the expected rate of inflation. Investors demand at least the expected rate of inflation from borrowers, in addition to lending and risk components. If investors expect future inflation to be higher, they will demand greater premiums for longer terms to compensate for this uncertainty. As a result, the longer the term, the higher the interest rate (all else being equal), resulting in an upward-sloping yield curve.Occasionally, the demand for short-term funds increases substantially, and short-term interest rates may rise above the level of longer term interest rates. This results in an inversion of the yield curve and a downward slope to its appearance. The high cost of short-term funds detracts from gains that would otherwise be obtained through investment and expansion and make the economy vulnerable toslowdown or recession. Eventually, rising interest rates slow the demand for both short-term and long-term funds. A decline in all rates and a return to a normal curve may occur as a result of the slowdown.财务风险管理尽管近年来金融风险大大增加，但风险和风险管理不是当代的主要问题。
财务风险 外文文献
外文文献The Important Of Financial RiskSohnke M. Bartram Gregory W. Brown and Murat AtamerAbstract:This paper examines the determinants of equity price risk for a largesample of non-financial corporations in the United States from 1964 to 2008. Weestimate both structural and reduced form models to examine the endogenous natureof corporate financial characteristics such as total debt debt maturity cash holdingsand dividend policy. We find that the observed levels of equity price risk areexplained primarily by operating and asset characteristics such as firm age size assettangibility as well as operating cash flow levels and volatility. In contrast impliedmeasures of financial risk are generally low and more stable than debt-to-equity ratios.Our measures of financial risk have declined over the last 30 years even as measuresof equity volatility e.g. idiosyncratic risk have tended to increase. Consequentlydocumented trends in equity price risk are more than fully accounted for by trends inthe riskiness of firms’assets. Taken together the results suggest that the typical U.S.firm substantially reduces financial risk by carefully managing financial policies. As aresult residual financial risk now appears negligible relative to underlying economicrisk for a typical non-financial firm.Keywords：Capital structure；financial risk；risk management；corporate finance1 1.IntroductionThe financial crisis of 2008 has brought significant attention to the effects offinancial leverage. There is no doubt that the high levels of debt financing by financialinstitutions and households significantly contributed to the crisis. Indeed evidenceindicates that excessive leverage orchestrated by major global banks e.g. through themortgage lending and collateralized debt obligations and the so-called “shadowbanking system”may be the underlying cause of the recent economic and financialdislocation. Less obvious is the role of financial leverage among nonfinancial firms.To date problems in the U.S. non-financial sector have been minor compared to thedistress in the financial sector despite the seizing of capital markets during the crisis.For example non-financial bankruptcies have been limited given that the economicdecline is the largest since the great depression of the 1930s. In fact bankruptcyfilings of non-financial firms have occurred mostly in U.S. industries e.g.automotive manufacturing newspapers and real estate that faced fundamentaleconomic pressures prior to the financial crisis. This surprising fact begs the question“How important is financial risk for non-financial firms”At the heart of this issue isthe uncertainty about the determinants of total firm risk as well as components of firmrisk.Recent academic research in both asset pricing and corporate finance hasrekindled an interest in analyzing equity price risk. A current strand of the assetpricing literature examines the finding of Campbell et al. 2001 thatfirm-specificidiosyncratic risk has tended to increase over the last 40 years. Other work suggeststhat idiosyncratic risk may be a priced risk factor see Goyal and Santa-Clara 2003among others. Also related to these studies is work by Pástor and Veronesi 2003showing how investor uncertainty about firm profitability is an important determinantof idiosyncratic risk and firm value. Other research has examined the role of equityvolatility in bond pricing e.g. Dichev 1998 Campbell Hilscher and Szilagyi2008.However much of the empirical work examining equity price risk takes the riskof assets as given or tries to explain the trend in idiosyncratic risk. In contrast thispaper takes a different tack in the investigation of equity price risk. First we seek tounderstand the determinants of equity price risk at the firm level by considering totalrisk as the product of risks inherent in the firms operations i.e. economic or businessrisks and risks associated with financing the firms operations i.e. financial risks.Second we attempt to assess the relative importance of economic and financial risksand the implications for financial policy.Early research by Modigliani and Miller 1958 suggests that financial policymay be largely irrelevant for firm value because investors can replicate manyfinancial decisions by the firm at a low cost i.e. via homemade leverage andwell-functioning capital markets should be able to distinguish between financial andeconomic distress. Nonetheless financial policies such as adding debt to the capitalstructure can magnify the risk of equity. In contrast recent research on corporate riskmanagement suggests that firms may also be able to reduce risks and increase valuewith financial policies such as hedging with financial derivatives. However thisresearch is often motivated by substantial deadweight costs associated with financialdistress or other market imperfections associated with financial leverage. Empiricalresearch provides conflicting accounts of how costly financial distress can be for atypical publicly traded firm.We attempt to directly address the roles of economic and financial risk byexamining determinants of total firm risk. In our analysis we utilize a large sample ofnon-financial firms in the United States.Our goal of identifying the most importantdeterminants of equity price risk volatility relies on viewing financial policy astransforming asset volatility into equity volatility via financial leverage. Thusthroughout the paper we consider financial leverage as the wedge between assetvolatility and equity volatility. For example in a static setting debt provides financialleverage that magnifies operating cash flow volatility. Because financial policy isdetermined by owners and managers we are careful to examine the effects of firms’asset and operating characteristics on financial policy. Specifically we examine avariety of characteristics suggested by previous research and as clearly as possibledistinguish between those associated of the company(i.e. factors determining economic risk) and those associated with financing the firm(i.e. factors determining financial risk).We then allow economic risk to be a determinant of financial policy in the structural framework of Leland and Toft(1996),or alternatively, in a reduced form model of financial leverage.An advantage of the structural model approach is that we are able to account for both the possibility of financial and operating implciations ofsome factors(e.g .dividends),as well as the endogenous nature of the bankruptcy decision and financial policy in general.Our proxy for firm risk is the volantility if common stock returns derived from calculating the standard deviation of daliy equity returns.Our proxies for econmic risk are designed to capture the essential charactersitics of the firm’s operations and assets that determine the cash flow generating process for the firm.For example,firm size and age provide measures of line of –business maturity; tangible assets(plant,property,and equipment)serve as a proxy for the ‘hardness’of a firm’s assets;capital expenditures measure captial intensity as well as growth potential.Operating profitability and operating profit volatility serve as measures of the timeliness and riskiness of cash flows.To understand how financial factors affect firm risk,we examine total debt,debt maturity,dividend payouts,and holdings of cash and short-term investments.The primary resuit or our analysis is surpriing:factors determining economic risk for a typical company exlain the vast majority of the varation in equity volatility.Correspondingly,measures of implied financial leverage are much lower than observed debt ratios. Specifically, in our sample covering 1964-2008 average actual net financial (market) leverage is 1.50 compared to our estimates of between 1.03 and 1.11 (depending on model specification and estimation technique).This suggests that firms may undertake other financial policise to manage financial risk and thus lower effective leverage to nearly negligible levels.These policies might include dynamically adjusting financial variables such as debt levels,debt maturity,or cash holdings (see,for example , Acharya,Almeida,and Campello,2007).In addition,many firms also utilize explicit financial risk management techniques such as the use of financial dervatives,contractual arrangements with investors (e.g. lines of credit,call provisions in debt contracts ,or contingencies in supplier contracts ),spcial purpose vehicles (SPVs),or other alternative risk transfer techniques.The effects of our ecnomic risk factors on equity volatility are generally highly statiscally significant, with predicted size and age of the firm.This is intuitive since large and mature firms typically have more stable lines of business,which shoule be reflected in the volatility. This suggests that companties with higher and more stable operating cash flows are less likely to go bankrupt, and therefore are potentially less risky .Among economic risk variables,the effects of firm size ,prfit volatility,and dividend policy on equity volatility stand out. Unlike some previous studies,our careful treatment of the endogeneity of financial policy confirms that leveage increases total firm risk. Otherwise,fiancial risk factors are not reliably to total risk.Given the large literature on financial policy , it is no surprise that financial variables are , at least in part , determined by the econmic risks frims take.However, some of the specific findings are unexpected. For example , in a simple model of capital structure ,dividend payouts should increase financial leverage since they represent an outflow of cash from the firm(i.e.,increase net debt ).We find that dividends are associated with lower risk. This suggests that paying dividends is not as much a product of financial policy as a characteristic of a firm’s operations(e.g.,a mature company with limited growth opportunities). We also estimate howsensitivities to different risk factors have changed over time.Our result indicate that most relations are fairly stable. One exception is firm age which prior to 1983 tends to be positively related to risk and has since been consisitently negatively related to risk.This is related to findings by Brown and Kapadoa (2007) that recent trends in idiosyncratic risk are related to stock listings by younger and riskier firms.。
财务管理专业外文翻译--企业并购财务风险研究
外文原文The Study of Financial Risk in M&A1. The background analysis of M&AIn the west countries, M&A have a history about more than 100 years, and transactions have been expanding. The 5th wave of global mergers and acquisitions peaked in 2000.In our country, M&A become more and more popular. For example, many companies Step up the pace of overseas expansion and M&A. However, under the pressure of RMB appreciation, many companies choose M&A to tide over the difficulties. As we known, M&A must have risks, for instance: estimate of target firms, choice of transaction method, or financial risks. How can avoid these risks? Which method should we choose? This is the purpose of this article.2. The cause of financial risk in M&A2.1 Overestimate or underestimate the value of firms lead to the risk2.1.1 Information asymmetry is the major factor which impacts the estimationBecause of Information asymmetry, target firm always conceal adverse information and exaggerate good information. Bidders also exaggerate their strength, disclosure between them are inadequate or distorted. Therefore, failures which result from rash actions can be found everywhere. There are many information risks, for tow important examples: first, equity risk, equity is very important in any firms, however there are difference between the offer information and the real, these illusive information threaten the succeed of M&A; second, debt information risk, if this risk would not be found, a large debt will fall to the bidders with no reasons.2.1.2 Lack of rational evaluation methodsThere are three evaluation methods: replacement cost method; market value method; the present value of earnings, between them, market value method has high request about Information symmetry, for firms can make an exact evaluation only when the information is high symmetry. However, in our country, the level of information symmetry is lower, little firms adopt this method. Most of them adopt replacement method and the present value of earnings method. These two methods also have disadvantages, replacement cost reflects the historical cost which can’t reflect the future profitability; although the present value considers the value-addedrevenue, it has also obvious flaws, that is, future revenue expected is very different.2.1.3 The system of assessment is not perfectHere is the assessment system in the whole industry, rather than a simple method. At present, our country is lack of independent, professional bodies, the majority of overseas M&A is completed by the enterprises themselves, on this point there is a certain degree of irrationality. Because lack of professional skills, and there is no habits of long-term follow-up observation, and can’t receive long-term and stable information and so on, all this lead to the re sult can’t follow the expectation.2.2 Risk result from the choice of transaction methods2.2.1 Cash methodIf you expect there is no risk in cash payment, you must make the present value of incremental of expected cash flow net present value is greater than the paid, whereas shareholders of bidders will bear the loss. When the cost of cash payment is expansion, and face huge debt burden, and the source of funding deadline is unreasonable structure, or lack of short-term financing, it is easy to bring to the acquisition of liquidity pressure. At this time if the new company has a low level of liquid assets, it will have a liquidity risk, and liquidity risk is the most outstanding performance of cash payment.2.2.2 Common stock paymentOn the whole, the major risk of stock payment comes from the value-added expectation, the stock exchange expand the shareholder’s base, leading to the decline of earnings per share, when investors doubt the target firm’s ability of getting back earnings per share, the stock price of bidder will decline because of dilution of earnings per share. It shows that the proportion of equity dilution resulting from the convertible is the most important means of payment risks.2.2.3 Leverage paymentLeverage will inevitably bring the debt risk. Leverage is the bidders make target enterprise assets as collateral for loan to banks, post-merger success with the production and operation activities generated cash to repay the loan. The aim of leverage payment is to solve the fund problem by using the loans, and hope that the acquisition can receive effective leverage benefit. This method is bound to achieve a high return on investment and it need stable cash flows to complete. Otherwise, the acquiring company may go bankrupt because of can’t pay off the higher debt.2.3 Financial risk resulting from adverse integration in the post-mergerIn the integration period, when the role of risk factors come to a certain extent, that will lead to the occurrence of financial risks. According to the manifestations, financial risk can be divided into the mechanisms risk, financial risk and operational risk. Mechanisms risk means in the integration period, because of setting up financial institutions, financial functions, financial management system, update of financial organizations, financial synergies, and other factors, the financial income and financial gains of bidders occurred in a departure from expectations, and thus suffer losses. Financial risk means financial income and financial revenue will depart from the expected if there is something wrong with the financial running. In the process of asset management, bidders control their assets, costs, financial operations, liabilities, profits, and other financial functions in accordance with the principle of maximizing the synergy earnings in order to achieve the final purpose of mergers and acquisitions. However, the uncertainty of macro-and micro-environment affect the decision-making process in the financial operation, which lead to financial risk. Operational risk means financial risk result from inadequate monitoring of financial activities. That shows process ending is not equals to final succeed, financial integration is the end of financial management in the M&A, and is also the most important aspect, if it failed it means the whole M&A is failed.3. Prevention measures of financial risk3.1 Prevention for information riskThe important role for this prevention is to rule out the false information through legitimate and effective method and then to get real, comprehensive information. For the equity risk, there are two main points: an appropriate cautiousness and disclosure. Appropriate cautiousness means a process of investigation, review and evaluation. Bidders must investigate the external and internal situation of target firms, in order to find some government activities which restrict property right transaction. Disclosure means that the target company should tell the bidders just as relevant materials, information, debt claims and so on. Disclosure must be true, complete and not misleading. As for the debt risk, we must first choose the best method; second, you must make an agreement about debt scope.3.2 Establish a perfect evaluation system, and select appropriate assessment methodsAppropriate evaluation methods usually include tow systems: One is the basic system which includes financial analysis, industry analysis, operating conditions analysis. Analysis of the financial system contribute to the understanding of thefinancial situation between the two sides, Industry analysis system, can make the bidder understand the external environment, as well as the status of industry trends. Through the analysis of operating conditions can understand the existing problems the operation, and provide the basis for integration. On this basis, enterprises can avoid this risk. Second is the evaluation system. There are many methods of the evaluation system, just as book value, market value, liquidation value, discounted cash flow and so on. Different valuation methods will lead to different price, so firms should select a better method in accordance with their own motive.3.3 Flexible choice of payment methodsReasonable arrangements for the payment method and financial cost reducing are related to the payment method inwhich cash payment face the most pressure. M & A business can combine their own available resources, diluted earnings per share and stock price volatility, changes in the shareholding structure in order to make their payment as combinations of cash, debt and stock, so that it can meet the need between two sides. For example, M&A takes two-tier payment method, for the first, adopt cash method while mixed method is used when the second step. This payment, on the one hand, because of the size of the transaction, the buyer paid cash consideration of a limited capacity, should maintain a more reasonable capital structure to reduce the enormous pressure on the loan, on the other hand, bidder can induce shareholders of target firm to make sell decision as soon as possible, and then they can reach the goal of obtaining control of the business.3.4 To strengthen the post-merger integration3.4.1 Strengthening financial control, financial integration of human resources, financial institutions and functions of the organization. For example, mergers and acquisitions business was to appoint Chief Financial Officer, Chief Financial Officer has clear responsibility and authority, they play the organization and monitoring role on the M & A business from day-to-day financial activities, and enjoy the decision-making power on a major event involved in the whole enterprise; implementing the structure of the M & A Adjust, the allocation of resources, a significant investment, technology development and other major decision-making to the budget of the corporate mergers and acquisitions, monitoring and controlling various types of the budget implementation, and audit its financial reporting; being responsible for personnel management business of their own financial accounting; r eporting the M & A’s assets operation and financial position on a regular basis. At the same time, when the acquisition is completed, financial institutions and thefunctions should be improved according to the specific circumstances of their organizations, including financial accounting systems, internal control systems, investment and financing system to make it more responsive to the needs of both mergers and acquisitions, and to establish a unified Financial information platform, so that management can be faster, more accurate and more comprehensive access to all types of financial information in order to meet the needs of decision-making.3.4.2 Integration of financial managementFinancial management objective is the starting point and end point of financial working, its determination directly impact on the theory of the financial system, and will determine the choice of a variety of financial decision-making. Upon completion of mergers and acquisitions, firms should make a clear objective of financial management based on the financial side of target firms.3.4.3 Integration of asset and liabilitiesIn M & A business, debt of bidders may increase because of taking over the acquisition's debt, or adopt financial method just as loans and bonds issue. If capital structure is irrational, and financial situation also become deterioration. So the balance of integration aiming at improving the financial situation and enhance the solvency of enterprises.3.5 To enhance the risk awareness of management of enterprise, establish and improve financial risk prediction and monitoring system To raise the risk awareness of management of the business will guard against financial risks of mergers and acquisitions from the source. In addition, establish its own enterprise financial risk prevention and control system within the enterprise, to strengthen business-to-risk M & A forecast is one of the key areas of the establishment of early warning mechanism for risk prevention system. M & A business as a better way with the unique advantages of the expansion of the scale, rapid market strategy, the socio-economic restructuring and resources optimization to become a topic of concern, the financial risk arising from the merger is also a deep wide range of people discussion of the field. As the market matures, I think M & A activity will be more thoroughly researched on mergers and acquisitions of financial risk issues will be further deepened, to achieve a real and practical application of theory to guide practice.中文译文企业并购财务风险研究1企业并购的背景研究并购在西方国家中，有大约超过100年的历史，并且交易规模不断扩大。
完整版企业并购财务问题分析外文文献及翻译
M & Financial Analysiscapitalform of become acquisitions have a major Corporate mergers andoperation. Enterprise use of this mode of operation to achieve the capital cost of the synergies, to obtain production and capital concentration external expansion ofA M & very important role. enhancing competitiveness, spread business plays a process involves a lot of financial problems and solve financial problems is the key to the of in merger analysis and successful mergers acquisitions. Therefore, it appears important an Finance has of improve the efficiency M & financial problems to practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand thesize of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective controlof profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the marketvalue.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financialsituation of enterprises, in order to provide reliable financial basis fordecision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basicconditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess thepotential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's valueis determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be thecompany's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on assets,fixed of depreciation the and prices market on based be should asset thebusiness claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income ×PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discountedusing appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, that is the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through theacquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing andexternal financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capitalstructure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.anor means a as expansion and development business A & M Whetherinevitable result of market competition, will play an important stage in thesocio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
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跨国并购财务风险外文翻译文献(文档含英文原文和中文翻译)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, especiallywith the financial risks. This paper, based on the analysis of Chinese enterprises’ cross-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 process 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 structure 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 as shareholders’ returns. 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, Andrew, Global Chairman of KPMG International, pointed out that 86% of the China’s for eign investment camefrom 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 of experience made it difficult to accurately value the target enterprises. China’s financial mar ket 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 CommercialBank (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 oppor tunity 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 adverse effect 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 p rofitability 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 sh are 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 financ ial 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 Aurukunbauxite 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 eachvaluation 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 immat urity 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 financing risks Second, use innovative financing methods. For example, in 2010, in order to finance acquisition of V olvo, 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 paymentmethods 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 foreign exchange 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。