企业并购外文翻译
企业并购英语怎么说
企业并购英语怎么说企业并购英语怎么说
merger and acquisition
企业并购相关英语词汇
pension parachute 企业收购
purchase 收购
merger 合并
corporate combination 公司合并
asset acquisition 财产收购
stock acquisition 股权收购
acquired company 被收购公司
企业并购相关英语句子
A merger between the two banks.
两家银行的合并。
The firm was taken over by a multinational consulting firm.
这家公司被一个跨国咨询公司收购。
The steel trusts merged various small businesses.
钢铁企业联合兼并了许多小企业。
A German firm launched a takeover bid for the company.
一家德国公司试图收购这家公司。
Enterprise merger has double effects to the market competition. 企业合并对市场竞争具有双重效应。
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企业英语培训/。
企业并购外文翻译文献
企业并购外文翻译文献(文档含中英文对照即英文原文和中文翻译)外文:Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of global mega-mergers. Like the mergers and acquisitions (M&As) frenzy of the 1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks,concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. As credit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent most of the world’s economies into recession, reducing global M&A activity by more than one-third from its previous high. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offset deflationary pressures. What impact have such actions had on mergers and acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on the notion that some firms are simply too big to fail because of their potential impact on the economy—consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of markets, which rewards good decisions and penalizes poor ones. Allowing a business to believe that it can achieve a size “too big t o fail” may create perverse incentives. Plus, there is very little historical evidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlying dynamics of M&As in the context of an increasingly interconnected world. The chapter begins with a discussion of M&As as change agents in the context of corporate restructuring. The focus is on M&As and why they happen, with brief consideration given to alternative ways of increasing shareholder value. You will also be introduced to a variety of legal structures and strategies that are employed to restructure corporations.Throughout this book, a firm that attempts to acquire or merge with another company is called an acquiring company, acquirer, or bidder. The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you to understand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustrated by the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today’s list, and some 2,000 firms have appeared on the list at one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm’s basic operations or fundamentally change its asset or financial structure. ···································································································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs are fixed in that they cannot be altered in the short run. By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let’s consider an automobile plant that c an assemble 10 cars per hour and runs around the clock—which means the plant produces 240 cars per day. The plant’s fixed expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in averagefixed costs per car per day is $2,084 (i.e., $4,167 – $2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let’s consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personal care as well as pharmaceutical products. Honda knows how to enhance internal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology lets customers run applications on UNIX and NT operating systems on a single computer system. Citigroup uses the same computer center to process loan applications, deposits, trust services, and mutual fund accounts for its bank’s customers.Each is an example of economies of scope, where a firm is applying a specific set of skills or assets to produce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on the cost of capital of the acquiring firm or newly formed firm resulting from a merger or acquisition. The cost of capital is the minimum return required by investors and lenders to induce them to buy a firm’s stock orto lend to the firm.In theory, the cost of capital could be reduced if the merged firms have cash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a high-growth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the high-growth industry, and combining the two firms could lower the average cost of capital of the combined firms.DiversificationBuying firms outside a company’s current prima ry lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the combined firms.·················································································A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson &Johnson announced itsultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business in the fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates by developing or acquiring new products with which it is relatively unfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney’s acquisition of the Eckerd Drugstore chain or J&J’s $16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, the firm assumed additional risk, but less so than unrelated diversification if it had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, such as General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were they broken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversified in unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding for the most attractive investment opportunities.Moreover, outside investors may have a difficult time understanding how to value the various parts of highly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Although change can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been major forces in creating new opportunities for growth, and threatening, or making obsolete, firms’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation in recent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activity because deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitors that can resell the power in the utility’s own marketplace respond with M&As to achieve greater operating efficiency. Commercial banks that have moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother’s markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent household names such as Kodak and Polaroid scrambling to adapt. The growth of satellite radio is increasing its share of the radio advertising market at the expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger, more bureaucratic firms cannot achieve. With engineering talent often in short supply and product life cycles shortening, these larger firms may not have the luxury of time or the resources to innovate. So, they may look to M&As as a fast and sometimes less expensive way to acquire new technologies and proprietary know-how to fill gaps in their current product portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquired Skype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had been unable to realize the benefits of owning Skype and was selling the business to a private investor group for $2.75 billion.Hubris and the “Winner’s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because of hubris, even if significant synergies are present. In an auction environment with bidders, the range of bids for a target company is likely to be quite wide, because senior managers t end to be very competitive and sometimes self-important. Their desire not to lose can drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays more than the company is worth and may ultimately feel remorse at having done so—hence what has come to be called the winner’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the rat io of the market value of the acquiring firm’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on a firm’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in NorthAmerica. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and the firm’s shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, each of whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managers to take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent on removing the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10翻译:并购基础知识：一切你需要知道的并购新千年的第一个十年,预示着全球大规模并购时代的到来。
企业并购(基本知识)
企业并购目录企业并购的概述企业并购理论企业并购的形式企业并购动因企业并购财务动因企业并购常见的几种税务风险以及防范措施并购会计处理企业并购的一般程序一般企业的并购程序企业并购的概述企业并购（Mergers and Acquisitions，M&A）包括兼并和收购两层含义、两种方式。
国际上习惯将兼并和收购合在一起使用，统称为M&A，在我国称为并购。
即企业之间的兼并与收购行为，是企业法人在平等自愿、等价有偿基础上，以一定的经济方式取得其他法人产权的行为，是企业进行资本运作和经营的一种主要形式。
企业并购主要包括公司合并、资产收购、股权收购三种形式。
企业并购理论由于规模经济、交易成本、价值低估以及代理理论等的长足发展，使得企业并购理论的发展非常迅速，成为目前西方经济学最活跃的领域之一。
（1）竞争优势理论并购动机理论的出发点是竞争优势理论的原因在于以下三方面：第一，并购的动机根源于竞争的压力，并购方在竞争中通过消除或控制对方来提高自身的竞争实力。
第二，企业竞争优势的存在是企业并购产生的基础，企业通过并购从外部获得竞争优势。
第三，并购动机的实现过程是竞争优势的双向选择过程，并产生新的竞争优势。
并购方在选择目标企业时正是针对自己所需的目标企业的特定优势。
（2）规模经济理论古典经济学和产业组织理论分别从不同的角度对规模经济的追求给予解释。
古典经济学主要从成本的角度论证企业经济规模的确定取决于多大的规模能使包括各工厂成本在内的企业总成本最小。
产业组织理论主要从市场结构效应的理论方面论证行业规模经济，同一行业内的众多生产者应考虑竞争费用和效用的比较。
企业并购可以获得企业所需要的产权及资产，实行一体化经营，获得规模效益。
（3）交易成本理论在适当的交易条件下，企业的组织成本有可能低于在市场上进行同样交易的成本，市场为企业所替代，当然，企业规模扩大，组织费用将增加，考虑并购规模的边界条件是企业边际组织费用增加额等于企业边际交易费用的减少额。
阅读词汇—公司并购
拟定商业计划
ensure backing from lenders 确保获得贷款人的支持
ห้องสมุดไป่ตู้
factor in/take into account
把…考虑进去
minimise the impact of change 使影响最小化
boost morale
鼓舞士气
strike a deal
达成交易
head up the new organization 领导合并后的企业
Verb+Noun(动宾搭配）
acquire/take over a firm
收购公司
break into a new market
进入新市场
create excess capacity
制造过剩的产能
shut down capacity
停产
buy up undervalued assets
收购低价资产
gain market knowledge
获得市场信息
achieve efficiencies
提高效率
deliver growth
实现增长
lower share price
使股价下跌
build up a team
建立团队
handle the acquisition
处理收购事宜
drive forward
reverse falling market share
扭转市场份额下滑的趋 势
give assurance to shareholders 给股东信心
combine areas of expertise
整合双方的专业优势
represent one's interests
企业并购概述
企业并购概述内容与方法一、教学要点（一）企业并购概述1．兼并与收购的概念兼并（Merger）是指一个公司被另一个公司所吸收，后者保留其名称及独立性并获得前者的财产、责任、特权和其他权利，而前者将不再保留法人地位。
我国《公司法》将其定义为吸收合并。
合并指两家或多家公司依照法律程序重新组合，最后形成一家新的公司，原先参与合并的所有公司被解散，只有新的实体继续运作。
我国的《公司法》将其定义为新设合并。
收购（Acquisition）是指并购企业购买目标企业的资产、营业部门或股票，从而控制目标企业的交易行为。
收购可以分成资产收购和股份收购两种形式。
2.企业并购的功能企业并购的战略意义具体表现在：（1）实现规模经济：由工厂规模经济和企业规模经济两个层次组成。
（2）实现协同效应：包括战略协同、业务协同以及能力与资源的协同等。
（3）降低市场进入壁垒，实施多元化发展战略：一个行业的市场进入壁垒越高，新进入者采用并购战略进入的可能性就越大。
（4）提高民族企业国际竞争力：通过企业并购、重组组建大型企业集团参与国际竞争已成为民族企业发展的一条出路。
3.兼并与收购的分类（1）按并购企业与目标企业从事行业的关联程度分类按并购企业与目标企业从事行业的关联程度不同，兼并与收购可以分为横向并购、纵向并购和混合并购三种类型。
（2）按并购企业对兼并与收购的态度分类按照这个标准，兼并与收购可以分为主动式并购和被动式并购两种类型。
（3）按兼并与收购的支付方式分类按这个标准，兼并与收购可以分为现金并购、股票并购和混合并购三种类型。
（4）按并购企业对目标企业进行并购的态度分类按照这个标准，兼并与收购可以分为善意并购和敌意并购两种类型。
4.企业并购的五次浪潮19世纪末至今一百多年的时间里，西方企业已经经历了五次大规模的并购浪潮。
（1）第一次企业并购浪潮第一次企业并购浪潮发生在19世纪末20世纪初，其高峰时期是1898-1903年。
并购主要发生在铁路、冶金、石化、机械等行业。
并购的名词解释定义是什么
并购的名词解释定义是什么并购是指的是两家或者更多的独立企业，公司合并组成一家企业，通常由一家占优势的公司吸收一家或者多家公司，那么并购一词是怎么解释的呢？下面是店铺为你整理并购的意思，欣赏和精选造句，供大家阅览!并购的意思并购，意即合并与收购(Mergers and acquisitions，缩写 M&A)，是企业战略、企业财务及管理的术语，指不使用创建子公司或者合营公司的方式，通过购买，售卖，拆分以及合并不同公司或者类似的实体以帮助企业在其领域，行业或者产地等方面快速成长。
实际操作中，“合并”以及“收购”之间的区别越来越小。
并购(Merger and Acquisition，即M&A)的内涵非常广泛，一般是指兼并(Merger)和收购(Acquisition)。
兼并—又称吸收合并，即两种不同事物，因故合并成一体。
指两家或者更多的独立企业，公司合并组成一家企业，通常由一家占优势的公司吸收一家或者多家公司。
收购—指一家企业用现金或者有价证券购买另一家企业的股票或者资产，以获得对该企业的全部资产或者某项资产的所有权，或对该企业的控制权。
与并购意义相关的另一个概念是合并(Consolidation)——是指两个或两个以上的企业合并成为一个新的企业，合并完成后，多个法人变成一个法人。
并购动因产生并购行为最基本的动机就是寻求企业的发展。
寻求扩张的企业面临着内部扩张和通过并购发展两种选择。
内部扩张可能是一个缓慢而不确定的过程，通过并购发展则要迅速的多，尽管它会带来自身的不确定性。
具体到理论方面，并购的最常见的动机就是——协同效应(Synergy)。
并购交易的支持者通常会以达成某种协同效应作为支付特定并购价格的理由。
并购产生的协同效应包括——经营协同效应(Operating Synergy)和财务协同效应(Financial Synergy)。
在具体实务中，并购的动因，归纳起来主要有以下几类：1.扩大生产经营规模，降低成本费用通过并购，企业规模得到扩大，能够形成有效的规模效应。
几个并购术语（英汉对照及解释）
几个并购术语（英汉对照及解释）战略性并购（Strategic M&A）战略性并购通常是指并购企业通过并购实现对目标企业（被并购企业）的长期战略性持股。
通过战略性并购，并购企业可以扩大市场份额、增加企业的业务能力，获得并购的协同效应。
根据并购企业与被并购企业所处的行业是否相同，战略并购可以进一步分为横向并购、纵向并购和混合并购。
财务性并购（Financial M&A）财务性并购的并购方通常是私募股权公司或者其他财务投资人，它们并购的目的不是为了对被并购企业的长期持股，而是为了对其进行资产重组，然后以较高的价格出售并退出持股，在短期内实现投资收益。
财务性并购通常以杠杆并购的方式进行。
横向并购（Horizontal Merger）横向并购是指在同一行业中生产相同或者类似产品的企业间进行的并购，并购的目的通常是为了减少竞争、获得规模效益、扩大市场份额、巩固企业的市场地位。
纵向并购（Vertical Merger）纵向并购是指同一产业链上的上下游企业之间进行的并购，并购目的通常是为了加强不同生产环节之间的配合、减少外部市场交易、提高生产的协作化、加速生产过程。
混合并购（Conglomerate Merger）混合并购是指不同地区、不同行业的企业间进行的并购，并购的目的通常是为了多样化经营、分散经营风险。
管理层收购（Management Buyout）管理层收购（MBO）是指公司的管理层向公司的股东（母公司或者个人股东）收购公司的全部或者大部分股权。
管理层收购与其他并购在法律性质方面是类似的，区别在于作为收购方的管理层对公司的经营情况非常熟悉，因此，尽职调查过程常常比较简单，而且股权的出售方向收购方（即公司的管理层）作出的保证也不会像其他并购那样详尽。
杠杆收购（Leveraged Buyout）杠杆收购（LBO）是指在筹措并购费用时只使用较少的自有资金，而使用大量的借贷资金（通过发行债券或者借贷筹集的资金）。
(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。
并购重组-企业并购Merger 精品
第1章企业并购的演进：特点与成因企业并购（Merger & Acquisition，M&A）发源于西方资本主义国家，在从资本主义的原始积累阶段到自由竞争阶段以及进而形成的垄断阶段这一过程中，企业间的并购伴随着资本主义的发展过程不断向前推进。
从19世纪末至今，西方国家已经历了五次大规模的企业并购浪潮。
第一次并购浪潮发生在19世纪与20世纪之交，这个阶段资本主义正由自由竞争阶段向垄断阶段过渡；第二次并购浪潮发生在20世纪20年代的两次世界大战期间的经济稳定发展时期；第三次并购浪潮发生在20世纪50年代和60年代的战后资本主义“繁荣”时期；第四次并购浪潮发生在20世纪70年代至80年代；第五次并购浪潮从20世纪90年代中叶至今，这一阶段，资本主义经济正进一步发展。
1.1 第一次企业并购浪潮第一次企业并购浪潮发生在19世纪末至20世纪初，其高峰时期为1898年—1903年。
这一阶段的并购浪潮被认为是历次并购浪潮中最重要的一次，不仅是由于企业垄断现象在这个阶段首次出现，而且正是这一次的并购浪潮使得西方国家的工业逐渐形成了自己的现代工业结构，对整个世界经济的发展产生了十分重要的影响。
1.1.1 美英等国企业并购的兴起与发展从南北战争结束到20世纪初，美国自由资本主义在各地得到了充分的发展，并开始向垄断资本主义过渡，也就是在这个时期，美国历史上的第一次并购浪潮出现了。
美国的企业并购最早发生在石油工业中，早在1870年，该工业就已经很好地掌握了进行资本密集型的大规模生产的新技术。
1872年，当时全国最大的石油冶炼厂“美孚石油公司”（Standard Oil），凭借自身的经济实力，促使一些主要的石油加工厂商联合成立了国内最大的工业卡特尔。
与此同时，美国铁路也进行了大规模的并购活动，6家大型铁路集团共进行铁路并购790起，并购资本额达90.2亿美元，占美国铁路资本总额的96%；并购铁路线里程达16.4万英里，占美国铁路总里程的86.3%。
企业并购英文翻译
3 The Legal Environment and Risks for M&Aby Foreign Investors in ChinaActually, the sole threat of litigation may often kill a merger.—— Richard A·Posner1 The market is set for complex inbound acquisitions, but regulatoryhurdles abound.—— Yingxi Fu2 3.1 Macro-Analysis of Current Legal Environment forM&A by Foreign Investors in ChinaThis chapter mainly provides analysis of the legal feasibility for mergers and ac-quisitions (M&A) by foreign investors under China’s current legal environment in regards to the aspects of the legal rules and market access, and how M&A by for-eign investors is circumscribed by the legal environment in China. Legal risks hidden in such an environment for M&A are also illustrated in this part.3.1.1 Insight into the Macro Legal Environment for M&A byForeign Investors from the Perspective of Legal Rules Without a sound legal rule system, the success of foreign-funded M&A cannot be reached. The lack of explicit and necessary legal rules certainly brings great un-certainty to M&A by foreign investors. Eventually, the fear of risks incurred by the uncertainty of game rules may hold back the steps of foreign acquirers and investors into China. In this sense, it is crucial to set up a set of applicable laws and regulations for the decent legal environment of foreign-funded M&A activities. In fact, M&A is still unfamiliar for those in both academia and practice in China. 1Richard A. Posner (2003), Anti-Trust Law, Sun Hongning Translated, China University of Political Science and Law Press, p. 138.2Yingxi Fu-Tomlinson is a partner resident in the Shanghai office of Kaye Scholer LLP.Yingxi Fu, Red tape casts shadow on cross-border M&A, International Financial Law Review, Supplement.48 The Legal Environment and Risks for M&AFortunately, there has been a relatively complete legal system based on the “Ten-tative Provisions on Merger with and Acquisition of Domestic Enterprises by For-eign Investors” (thereafter, “Tentative Provisions”), which is substituted by “Regulations Concerning the Merger and Acquisition of Domestic Enterprises by Foreign Investors” (the “New M&A Regulations”), to offer necessary legal guide to foreign investors. To much extent, it provides basic guidelines and obviate the uncertainty in legal rules. The smooth progress of M&A initiated by foreign inves-tors is no longer just an idea staying in someone’s mind.This chapter compiles more than 70 pieces of laws and regulations governing M&A by foreign investors, trying to illustrate a frame of M&A by foreign investors. General ProvisionsBasic Rules on Corporate Merger and Division – Chapter 9 of “Company Law” Under Chapter 9, there are provisions involving primary issues in the merger or division of a company, and its increase or reduction of registered capital, debts assumption or alteration of titles. It provides basic rules for all kinds of companies as to the subject of merger or division.Code of M&A by Foreign Investors—“New M&A Regulations”On March 7, 2003, the Ministry of Foreign Trade and Economic Cooperation (the predecessor of “MOFCOM”), SAT, SAIC and SAFE jointly promulgated the “Tentative Provisions”, to specify two main forms of M&A: share purchase and asset purchase – whatever form is taken would result in the creation of foreign-invested enterprise – and answer some basic questions thereof. The “Tentative Rules” applies to domestic enterprises in any kind of ownership and any constitu-tional form. It constitutes an embryo of code regarding M&A by Foreign Inves-tors, at least to some tune. A comprehensive set of “Regulations Concerning the Merger and Acquisition of Domestic Enterprises by Foreign Investors” (the “New M&A Regulations”) was promulgated by MOFCOM, SASAC, SAT, SAIC, CSRC and SAFE on 8 August 2006, to repeal the old provisional regulations of the predecessor as “Tentative Rules”. There are some areas excluding the long arm of the “New M&A Regulations” such as M&A involving with insurance, securities and fund and other financial institutions which otherwise are governed by securi-ties, banks and insurance industries’ supervisory administrations. Furthermore, “[t]he existing laws, administrative regulations concerning foreign-invested enter-prises and the ‘Provisions for the Alteration of Investors’ Equity interests in For-eign-invested Enterprises’ shall apply to equity acquisition of foreign-invested enterprises in China by foreign investors. Matters not covered therein shall be handled by reference to these in the New M&A Regulations”Macro-Analysis of Current Legal Environment for M&A 49Special Rules Regarding M&A by Foreign InvestorsThere are various special regulations prevailing in specific areas, divided by the nature of target companies. Except for the general laws and regulations, parties shall abide by special regulations.Special Laws and Regulations for the Takeover of Listed Companies by Foreign InvestorsIn Chapter 4 of newly-amended “Securities Law”, it provides fundamental rules for taking over of listed companies by domestic and foreign investors, including the procedures of a tender offer, purchase by agreement or other lawful ways, compulsory information disclosure, and trigger point for incurring general offers to all shareholders.On September 28, 2002, CSRC issued “Administration of Takeover of Listed Companies” as a detailed supplementation to Chapter 9 of “Securities Law”. The new “Administration of Takeover of Listed Companies” (“New Takeover Rules”) was lifted on July 31, 2006, which will take effect on September 1, 2006. Pursuant to it, a purchaser may hereby conduct its offer by means of a tender offer, agree-ment, or on-market bidding to obtain substantial control of a target company.On November 4, 2002, the “The Notice on Relevant Issues concerning the Transfer to Foreign Investors of Listed Company State-Owned Share and Legal Person Share”(“Transfer Notice”) was promulgated, permitting the transfer of state-owned shares and legal person shares in a listed company to foreign inves-tors. It provides the principles, conditions and procedures concerning such trans-fers. This marks an unfastening of the 1995 Ban which restrained the acquisition of state-owned shares and legal person shares in a listed company by foreign in-vestors.3On the last day of 2005, the “Administrative Measures of Strategic Investments on Listed Companies by Foreign Investors” (“Strategic Investments Rules”) was promulgated. Under the Strategic Investments Rules, foreign investors may ac-quire A-shares of listed companies directly on the Chinese stock market. Strategic acquisitions of A-shares of a listed company may be consummated through trans-fer by agreement, subscription of new issuance or “any other means as permitted by the national laws and regulations”. Additionally, they may make investments in installments, in which the first part of investments shall be no less than 10% of its public offer, with the exception of approvals from the relevant supervisory au-thorities. They can also transfer their A-shares after holding them for more than 3It was well known in 1995 that for the purpose of refrainment from “eroding state-owned assets”, the General Office of the State Council issued a Ban (No. 48, 1995) after Isuzu and Itochu purchased the shares of “Beijing Travel Automobile Ltd.”. In terms of the Ban, “no firm or company is allowed to transfer state-owned shares and corporate shares to foreign investors, before relevant administrative regulations are promulgated.”50 The Legal Environment and Risks for M&A3 years. From then on, investments by agreement or fundraising from targeted sources will signal a landmark in China’s capital market that the door has been irreversibly open to international investors.Special Regulations for Merger with or Acquisition of Unlisted State-Owned Enterprises and the Ones in Non-financial Industries by Foreign Investors On November 8, 2002, the “Tentative Provisions of Foreign-funded Restructuring of State-owned Enterprises” was promulgated. It was elected to be the fundamen-tal guidelines in the case of foreign investors restructuring state-owned enter-prises, or companies with state-owned shares (except financial institutions and listed companies), into foreign-invested enterprises.On December 31, 2004, MOF issued with SASAC the “Provisional Measures of Administration on Transfer of State-owned Property Rights of Enterprises”. It applies to the case that state-owned assets regulatory authorities and the enter-prises with state-owned shares lucratively transfer their state-owned property rights to domestic or overseas legal entities, natural persons or other organizations. The transfer of state-owned property rights in financial institutions and listed companies shall comply with other relevant provisions.Special Regulation for Merger with or Acquisition of Financial Institutions by Foreign InvestorsIn consideration of the special status of financial institutions, China’s administra-tive agencies differentiate financial institutions from other institutions in an ad-ministrative sense. The case remains the same with issues of M&A of financial institutions by foreign investors, for example, the above-mentioned rules like “New M&A Regulations”, “Tentative Provisions of Foreign-funded Restructuring of State-owned Enterprises” and “Provisional Measures of Administration on Transfer of State-owned Property Rights of Enterprises” are all not applicable to M&A of financial institutions by foreign investors. Currently, relevant laws and regulations of M&A of financial institutions by foreign investors mainly include: On October 26 2001, “Tentative Provisions of Foreign Funds into Restructur-ing and Disposal of Financial Assets Management Companies” was promulgated by, PBC, MOF and MOFCOM. It provides that asset management companies may absorb foreign funds to restructure and dispose of its own assets.On June 1, 2002, CSRC promulgated two rules –the “Rules of the Set-up for Foreign-shared Securities Companies” and “Rules of the Set-up for Foreign For-eign-shared Fund Management Companies” (Note: it was invalidated by the ‘Measures for the Administration of Securities Investment Fund Management Companies’), allowing overseas shareholders to purchase shares of domestic secu-rities or fund-management companies, in order to alter its financial structure, or toMacro-Analysis of Current Legal Environment for M&A 51 purchase jointly with domestic shareholders to fund the setup of securities or fund-management companies.Other regulations followed on December 8, 2003 – “Administrative Measures of the Investment and Shareholding in Chinese-funded Financial Institutions by Foreign Financial Institutions”, embracing the investments into China’s commer-cial banks, urban and rural credit cooperatives, trust investment companies, fi-nance companies, financial lease companies and other Chinese financial institu-tions approved by CBRC. Securities companies and insurance companies are excluded, which are otherwise governed by specific regulations.On September 16, 2004, CSRC promulgated the “Measures for the Administra-tion of Securities Investment Fund Management Companies”, which opened the door for foreign investors to co-establish securities investment fund-management companies with Chinese partners.Special Rules for M&A of Foreign-Invested Enterprises byForeign InvestorsAccording to the “New M&A Regulations”, “[t]he existing laws, administrative regulations concerning foreign-invested enterprises and the ‘Provisions for the Alteration of Investors’ Equity interests in Foreign-invested Enterprises’ shall apply to Merger and Equity Acquisition of foreign-invested enterprises in China by foreign investors. Matters not covered therein shall be handled by reference to these Provisions.” Besides, we cannot overlook another regulation as basic rules governing M&A of Foreign-invested Enterprises by Foreign Investors– “Regula-tions of Merging and Splitting of Foreign-invested enterprises” (promulgated on November 22, 2001 by MOFTEC and SAIC).Rules for Specific Legal Issues in M&A by Foreign InvestorsIn the wide cross-section of foreign-funded M&A, which is a very complex sys-tematic structure, it involves various legal issues such as market access and entry, asset valuation, asset pricing, administration of foreign exchange, taxation, protec-tion of creditors and safeguards for employees, land-use rights, market monopoly and financing etc. Laws and regulations governing those issues can be divided into ten categories, each of which provide essential legal support for the cruxes and roadblocks in practice.3.1.2 Insight into Macro Legal Environment for M&A by ForeignInvestors from the Perspective of Market AccessMarket access is another crucial side of the macro legal environment for M&A by foreign investors. The issue of market access is parallel to the number of fields in China the foreign purchasers are considering to participate in. Market access sets52 The Legal Environment and Risks for M&Athe space for M&A by foreign investors, which stands in breach of proposed for-eign investments in China. It primarily contains two facets: one is the restriction on the scope of targeted firms, the target limits; the other is industrial entry also known as market entry in a narrow sense. This section will elaborate on these two issues as follows.Target LimitsBy the nature of ownership, the possible target entities for M&A by foreign inves-tors could be divided into four categories: state-owned enterprises, collective en-terprises, privately-owned enterprises and foreign-invested enterprises. Most of the concerns of legislators focus on foreign investors’ participation in mergers with and acquisitions of state-owned enterprises or state-owned factors. As for M&A by foreign investors of other kinds of targeted enterprises, except involving listed companies or financial institutions, it falls into the orbit of general foreign investments and rarely needs to take into consideration the specific administrative influences, and issues relating to market access and partner selection.4The fore-most purpose of the present laws and regulations on foreign-funded M&A is to protect state-owned assets against erosion. Until recently, Carlyle Group proposed acquiring an 85% stake of Xuzhou Construction Machinery Group Co. Ltd. (XCMG), thus attracting attention of those who fear losing control of a vital indus-try due to M&A activities by foreign investors. In this sense, the book is to mainly narrow the issue of target limits to state-owned enterprises.China’s laws and regulations always encourage foreign capital to enter into re-forming and restructuring unlisted & non-financial state-owned enterprises. Retro-spective to September 14, 1998, SETC issued “Tentative Provisions for Usage of Foreign Funds to Restructure State-owned Enterprises” to encourage state-owned enterprises to utilize foreign funds to participate in mergers with and acquisitions of other domestic enterprises, reinforce their own current assets and to pay for outstanding debts.5According to the “New M&A Regulations”, unlisted and non-financial state-owned enterprises are encouraged to use foreign funds to take part in the restructuring of state-owned companies. It seems that laws and regulations do not set special restrictions on M&A by foreign investors in which unlisted and non-financial state-owned enterprises are engaged.4The great majority of foreign investors still crave for quality enterprises or assets, most of which are, or involves, state-owned factors, particularly state-owned listed companies and state monopolies, whereas individual-owned and foreign-invested enterprises are exponentially growing in the state economy. In this sense, the focus in foreign-funded merger & acquisition is certainly on state-owned factors or enterprises.5The provisions do not exclude the application to stated-owned listed and stated-owned financial enterprises. Actually, it is of no significance to stated-owned listed companies because the Ban of 1995 had not been called off. Similarly, it was hardly enforced on fi-nancial firms without any specific official measures of financial regulatory authorities.Macro-Analysis of Current Legal Environment for M&A 53 Under present laws and regulations, the intangible hands of regulatory authori-ties are observed in two main subjects: state-owned listed companies and state-owned financial institutions.A Review of the Policy Regarding M&A by Foreign Investors over State-Owned Shares or Legal Shares in Listed CompaniesIt was well known in 1995 that for the purpose of preventing the “eroding (of) state-owned assets”, the General Office of the State Council issued the Ban (No. 48, 1995) after Isuzu and Itochu purchased the shares of “Beijing Travel Automo-bile Ltd.”. In terms of the Ban, “no firm or company is allowed to transfer state-owned shares and corporate shares to foreign investors, before relevant adminis-trative regulations are promulgated. Since then, it has been 6 years that foreign investors have not been able to move into this area. (A-shares were prohibited to be targeted, as well as state shares of listed companies).On November 1, 2002, the Ban was lifted as the Notice on Relevant Issues con-cerning the “Transfer Notice” was promulgated, providing the principles that al-lows state-owned corporate shares be transferred by means of free exchange of currency and open bidding process to foreign investors. Moreover, it also specifies relatively strict industrial policies and procedures for the administration of state-owned shares and foreign exchange. Since the issue of the“Transfer Notice”, only a limited number of transactions of this type have been approved by the Chinese government. Among the most notable are Citibank’s acquisition of a minority stake in Shanghai Pudong Development Bank in May 2003, Kodak’s acquisition of a minority stake in China Lucky Film Corp. in Oct. 2003, and Newbridge Capi-tal’s acquisition of a minority stake in Shenzhen Development Bank in May 2004. The complex approval process partly is responsible for difficulties of M&A by foreign investors over listed companies. What is more important is that most listed companies in China are still controlled by corporate investors or the state itself, and their blocks of shares, which were owned prior to listing, and not tradable, are called “Legal Person Shares” or “State Owned Shares”. Especially, “Legal Person Shares” or “State Owned Shares” commonly occupy the majority stake of most listed companies. Until recently, the reform of non-tradable shares initiated by CSRC drastically converted non-tradable “Legal Person Shares” and “State Owned Shares” into tradable ones. Such a reform makes it possible for investors to control a listed company by the acquisition of shares in it.Until recently, foreign investors could only purchase tradable shares of Chinese companies which had issued B-shares or H-shares, but not A-shares. This situation was changed at the end of 2002 by the Chinese policy to permit so-called Quali-fied Foreign Institutional Investors (QFII) to invest in A-shares.As a very important step for reform of the Chinese capital market, on Decem-ber 31, 2005, MOFCOM, CSRC, SAT, SAIC, and SAFE, jointly issued “Adminis-trative Measures for Strategic Investments in Listed Companies by Foreign Inves-tors,” allowing foreign investors to purchase A-shares directly on China’s domestic54 The Legal Environment and Risks for M&Astock markets as strategic investments. Strategic acquisition of A-shares of a listed company may be consummated through transfer by agreement, subscription of new issuance or “any other means as permitted by national laws and regulations”. Restrictions on M&A by Foreign Investors over State-OwnedFinancial InstitutionsBy the different supervisory forms and institutions, state-owned financial institu-tions could be divided into commercial banks, urban and rural credit cooperatives, trust investment companies, finance companies, financial lease companies and other Chinese financial institutions approved by the CBRC, as well as securities companies (governed by CSRC) and insurance companies (governed by CIRC).On June 1, 2002, CSRC promulgated two rules – “Rules for the Set-up for For-eign Capital in Shares of Securities Companies” and “Rules for the Set-up for Foreign Capital in Shares of Fund Management Companies” (Note: It was invali-dated by the “Measures for the Administration of Securities Investment Fund Management Companies”), allowing overseas shareholders to transfer or purchase shares of domestic securities or fund-management companies to alter its financial structure, or jointly transfer or purchase shares with domestic shareholders to fund the establishment of securities or fund-management companies. With the open provisions, they set strict conditions for foreign-shared securities companies and fund-management companies.6 On September 16, 2004, CSRC promulgated the “Measures for the Administration of Securities Investment Fund Management Companies”, distinguishing majority shareholders and other shareholders by the line of 25% of shareholdings.Similarly, as the promulgation of “Administrative Measures of the Investment and Shareholding in Chinese-funded Financial Institutions by Foreign Financial Institutions” on December 8, 2003, the market of investments into Chinese-funded financial institutions was gradually open with certain limited access.76Both foreign shareholders of foreign-shared securities companies and foreign-shared fund-management companies shall meet some conditions, and the shares held by foreign shareholders or the equity possessed by them (both directly and indirectly) in a foreign-shared securities company may not exceed one third of the total accumulatively. As for the latter, the paid-in capital shall be freely convertible currency equal to no less than RMB300,000,000 and the shares held by foreign shareholders or the equity possessed by them (both directly and indirectly) in a foreign-shared fund-management company may not exceed 33% of the total accumulatively, and the ratio may not exceed 49% in 3 years after China’s entry into the WTO.7“To invest or hold shares in a Chinese-funded financial institution, a foreign financial institution shall meet the following conditions:1) For making an investment or holding shares in a Chinese-funded commercial bank,the total assets of the foreign financial institution at the end of the last year shall, as a general principle, be no less than 10 billion US dollars; for making an investment orMacro-Analysis of Current Legal Environment for M&A 55Industry EntryThe rules of industry entry apply to all foreign-invested enterprises of every kind. The “Provisional Regulations on Direction Guide to Foreign Investment”, as an interim policy, was very instructional at the time. Then, it was repealed by the “Circular on Questions of Implementation of New Foreign Industrial Policies by the State Administration of Industry and Commerce” on April 30, 2002. At pre-sent, the government directs foreign investments in accordance with the “Cata-logue of Industries for Guiding Foreign Investment(Revised 2004) ”(thereafter, “the Catalogue”). By the Catalogue, the state pilots the direction of foreign in-vestments into some fundamental fields such as agriculture, high-technology, basic industry, environmental protection and possessing-for-export. The opening-up of the service market is still limited. As the “Catalogue” was effective on the first day of 2005, it was observed that it involved three important adjustments compared with its predecessor:(1) Compared with the previous one, it adds new catalogues of industries andproducts encouraged for foreign investment, such as key parts of large-screen multicolor projection displays, production of recordable CDs, electronic parts of cars, production of glycol, etc., to augment the extent of the opening-up of the Chinese market and absorbtion of advanced technologies.holding shares in a Chinese-funded urban credit cooperative or rural credit coopera-tive, the total assets at the end of the last year shall be no less than 1 billion US dol-lars; for making an investment or holding shares in a Chinese-funded non-bank fi-nancial institution, the total assets at the end of the last year shall be no less than 1 billion US dollars;2) The long-term credit ranking given by an international ranking institution recognizedby CBRC for that foreign financial institution is good;3) The foreign financial institution has been making profits for two consecutive fiscalyears;4) If the foreign financial institution is a commercial bank, the capital adequacy rateshall be no less than 8%; if it is a non-bank financial institution, the total amount of capital shall be no less than 10% of the total amount of the risk-weighted assets;5) The foreign financial institution has a sound internal control system;6) The place of registration of the foreign financial institution has a sound supervisionand administration system;7) The home country (region) of the foreign financial institution has satisfactory eco-nomic status; and8) Other prudential conditions provided for by CBRC.” See Article 7, AdministrativeMeasures for the Investment and Shareholding in Chinese-funded Financial Institu-tions by Foreign Financial Institutions;“The proportion of the investment or shareholding in a Chinese-funded financial institu-tion by a single foreign financial institution may not exceed 20%.” See Article 8, Id.56 The Legal Environment and Risks for M&A(2) It promotes the progress of the opening-up of the service market. The pro-duction and issuance of movies, television programs and radio broadcasts are firstly included in the areas targeted for opening-up.(3) It reclassifies some catalogues of blindly-invested, or construction-of-low-level, industries into the catalogues of industries that are permitted for for-eign investment but which are no longer encouraged for further investment.It also adjusts some over-heated catalogues such as the production of certain kinds of special steel and chemicals by raising the technological entry level. Except for the “Catalogue”, the Ministry of Commerce and other administrations also separately or collaboratively promulgated specific measures, some of which boldly step beyond the limitation of the “Catalogue”. Particularly, China entered into Closer Economic Partnership Arrangements (“CEPA”) with both Hong Kong and Macau in 2003, which are designed to be permissible regional free trade agreements under the WTO rules. More recently, a third batch of CEPA benefits for Hong Kong and Macau companies were introduced by agreements signed in June 2006. Among other things, these arrangements provide investment and trade access to qualified Hong Kong and Macau enterprises with terms more favorable in certain respects than the terms stipulated in China’s WTO accession protocol, such as opening the payable telecommunication service to Hong Kong and Macau investors. Although these arrangements are designed primarily to benefit Hong Kong and Macau companies, they may also indirectly benefit multinational inves-tors with significant subsidiaries already established in Hong Kong or Macau through their application to such subsidiaries. These ongoing arrangements may therefore provide additional options to multinational corporations planning to invest in certain restricted industries in China. By this, these two agreed important papers largely broaden the scope of foreign investments in the mainland.In addition to the aforesaid general rules of industry entry, the ones regarding specific industries also deserve attention. The controversial case of Carlyle Group’s proposed acquisition of an 85% stake in Xuzhou Construction Machinery Group Co. Ltd. (XCMG) catalyzed the birth of “Opinions on Speed-up Rejuvena-tion Equipment Manufacturing Industry” issued by the State Council on June 16, 2006. Such a newly born policy strictly limits foreign investors entering into the equipment-manufacturing industry, which embodies a new trend that prevents the Chinese state from losing control over some so-called vital industries or enter-prises during the process of attracting foreign capital. Later transfers of controlling stakes in big-scale, backbone equipment-manufacturing enterprises shall seek the opinions of concerned ministries of the State Council. The enterprises that play vital roles in the fields of important technology equipment-manufacturing in the process of restructuring shall remain under state control. As a prelude to the trend of strengthening state control over some vital industries and enterprises, the Steel and Iron Industry Development Policy issued on July 8, 2005 by NDRC, in prin-ciple, does not permit foreign investors to obtain controlling status in the steel and iron industries.。
并购名词解释
并购名词解释一、并购（M&A）并购指的是企业并购或合并另一家公司的活动。
通常情况下，被收购的公司会失去独立性，并成为收购公司的一部分。
并购通常是由企业追求经济优势和竞争优势的一种战略决策。
二、收购（Acquisition）收购是指一家公司（收购公司）购买另一家企业的股权或者资产，从而控制这个企业的所有权和资产。
在收购中，被收购公司通常成为收购公司的子公司，它的业务将成为收购公司的重要组成部分。
三、合并（Merger）合并是指两家或更多公司通过协商一起合并成为一家新的公司。
合并通常是平等对待两家公司的股东。
两家企业将整合资源，提高生产效率和降低成本，实现更高的竞争力。
四、收购兼并（Acquisition merger）收购兼并是两种策略的结合。
其目的在于通过收购其他公司来扩展企业的业务，提高企业的生产规模和竞争力。
在这种情况下，企业可以收购整个公司或部分股份。
五、激进收购（Hostile takeover）激进收购通常发生在被收购公司的管理层和股东坚决反对收购的情况下。
在这种情况下，收购公司常常使用各种手段来突破对方的反抗，包括直接向股东发送并购提议、公开宣布收购计划、展开背后收购等手段。
六、管理层收购（Management buyout）管理层收购是被收购公司的管理层从股东手中购买公司股份的活动。
在管理层收购中，管理层成为公司的股东和企业的新所有者，从而控制企业的核心业务和管理权。
七、杠杆收购（Leveraged buyout）杠杆收购是一种通过大量借款来收购企业的战略。
在这种情况下，杠杆买家通常会使用收购公司的资产作为抵押，借款用于支付收购费用和偿还负债。
通过这种方式，收购公司可以在不使用大量资本的情况下完成收购计划，同时也没有资本增值的压力。
企业并购的相关概念
企业并购（Mergers and Acquisitions，M&A）包括兼并和收购两层含义、两种方式。
国际上习惯将兼并和收购合在一起使用，统称为M&A，在我国称为并购。
它指的是两家或更多的独立的企业、公司合并组成一家企业，通常由一家占优势的公司吸收一家或更多的公司。
企业并购是企业法人在平等自愿、等价有偿基础上，以一定的经济方式取得其他法人产权的行为，是企业进行资本运作和经营的一种主要形式。
企业并购主要包括公司合并、资产收购、股权收购三种形式。
公司合并：是指两个公司通过合并协议共同形成公司的法律行为。
公司合并可分为吸收合并和新合并。
吸收合并是指一个公司吸收其他公司为吸收合并，被吸收的公司解散。
新设合并是指两个以上公司合并设立一个新的公司，合并各方解散。
资产收购：指一家企业购买另一家企业的资产，以获得其经营权或所有权的行为。
股权收购：指一家企业购买另一家企业的股权，以获得其控制权或经营权的行为。
此外，企业并购还可以分为狭义并购与广义并购。
狭义并购（M&A）分为兼并（Merger）和收购（Acquisition）两个种类。
兼并是指在平等自愿的情况下一个企业以现金或证券等方式有偿取得另一企业的产权，改变该企业的法人实体并获得其决策控制权的经济行为。
广义并购是指一个企业通过产权交易意图获取其控制权，但是换出产权企业的法人资格并不一定丧失，是企业间实现重组及控制等活动的统称。
企业并购是一项高收益与高风险伴生的专业投资活动，同时兼具技术性与复杂性。
由于规模经济、交易成本、价值低估以及代理理论等的长足发展，使得企业并购理论和实践的发展非常迅速，成为西方经济学最活跃的领域之一。
竞争优势并购方在选择目标企业时正是针对自己所需的目标企业的特定优势。
以上内容仅供参考，如需更详细准确的信息，建议查阅相关书籍或咨询专业人士。
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。
such as liquidity risk。
credit risk。
market risk。
and nal risk。
These risks can lead to a decline in the value of assets。
a decrease in profitability。
XXX。
it XXX.1.2 Risk XXXXXX and control financial risks in M&A ns。
enterprises should conduct a comprehensive analysis of the target company's financial status。
including its financial statements。
cash flow。
debt structure。
and financial management。
nally。
enterprises should establish a risk management system that includes risk assessment。
risk monitoring。
and risk control measures.2.Risk XXX2.1 Due diligenceXXX of the target company's financial。
legal。
and XXX diligence。
enterprises XXX about whether to proceed with the n.2.2 Contract designThe contract design should include clear and specific clauses related to risk n。
企业并购的风险分析外文翻译
有关企业并购的毕业论文外文翻译原文：Security V endors Say MergerWill Give Them More Financial HeftLAST MONTH, Secure Computing Corp agreed to acquire messaging security vendor Cipher Trust Inc. For $273.6 million. The merged company will sell a range of enterprise gateway security appliances handle threats at the network edge and at the application level .John McNulty，CEO of San Jose-based secure computing and Jay Chaudhry, founder and CEO of Alpharetta, Ga.-based Cipher Trust, spoke with Computerworld about their plans. Excerpts follow:Why did Secure Computing and Cipher Trust join forces?McNULTY: We just see a great opportunity to establish an enterprise gateway security company.[And] the senior team at Secure had been stretched as the company has grown.CHAUDHRY: There are some 800 security start-ups. Most of them are doing point pr- oducts, and customers are getting tired of it.These companies bring a lot of innovation because of their focus. But they don’t quite have the financial strength or scale to be viable players. Cipher Trust and Secure Computi- ng combined will keep the focus and innovation of a start-up, but our size and financial st- rength is that of a large company.How do you expect Microsoft’s entry into the security tools business to aff ect your plans?McNULTY:Microsoft clearly is a huge factor. But Microsoft’s expertise is at the desktop.That is not an area we play in. It’s where you see the likes of Symantec, McAfee and Trend Micro. That is where Microsoft is going to have the biggest impact. Microsoft doesn’t sell Appliances. So this is not something that we fear.What about the moves by network equipment vendors like Cisco to get into the security business?CHAUDHRY:If you look at where the Ciscos of the world are playing, it’s at the network level. But if you look at the application gateway level, that is a newly emerging market—and so is the Web gateway market.Our belief is that with our focus and with our innovation, we are going to be moving forward with some leading-edge solutions.DO you agree with analysts who say users now will be more interested in integrated products than best-of-breed tools?CHAUDHRY: In the last six or seven years, there has been a debate over best-of breed vs. integrated products . [Some companies] have been making a big deal about best of breed. I think both approaches have issues.We’re seeing customers out there who have 10 to 15 boxes doing just the enterprisee-mail gateway. So they do want an integrated solution, but they aren’t willing to take chances with second-and third-tier solutions. Where the market is moving is where you need the best-of breed technology. But if you can deliver it in an integrated solution, that is when you win.How have the threats that users face changed in recent years?McNULTY: Most of the things we are intensely worried about today didn’t exist 10 years ago. The threat has changed from the kid in the basement trying to impress his friends by defacing a Web site to organized crime and to very competent computer experts trying to steal and to commit crimes.The FBI’s most recent report said that the cost of fraud on the Internet to American businesses was $67 billion. That’s just the tip of the iceberg, because it’s only the amount that people want to own up to. Signature-based defenses designed to prevent [trouble] after the horse has escaped the barn are ancient technology.Jaikumar Vijayan，Security Vendors Say Merger Will Give Them More Financial Heft[J]，Computerworld，2006(22)2：IntroductionReal estate finance institutions as well as the mortgage banking landscape have undergone a profound restructuring since the late 1980s. The industry continues tochange rapidly. This change is driven by technological innovation, deregulation, and an increasing competition within the sector triggered by non-bank financial intermediaries (see Bank for International Settlements, 2001; Belaisch et al., 2001;Smith and Walter, 1998)). Individual real estate institutions have increasingly responded to these developments by climbing aboard the mergers and acquisitions (M&A) treadmill. Consolidation activity among mortgage banks and other real estate The current issue and full text archive of this journal is available at finance institutions has increased significantly during the last decade, and particularly within the last three years. Despite the consolidation, hardly any empirical research analyses the value implications of M&A activity in the real estate finance sector up to now.To uncover the capital markets’ reaction to the announcements of M&A transactions in the real estate finance industry, we study a data set of 69 international transactions that occurred between 1995 and 2002. Our findings suggest that mergers and acquisitions between real estate finance institutions create value on average. Significant positive cumulated abnormal returns can be observed for the target firms, while shareholder value is neither created nor significantly destroyed on the part of the acquiring companies. This result contrasts with empirical evidence from US bank M&A during the 1990s.We start our analysis by providing a short review of the extensive prior research on M&A in the related financial institutions sector. Section three presents the data sample and the statistical methodology that we employed. In section four we discuss the results. Section five summarizes the findings and draws conclusions.Prior researchEvidence on the wealth effects of real estate finance mergers is very limited. In a sample of real estate investment trust (REIT) transactions that took place between 1977 and 1983 Allen and Sirmans (1987) found an increase in shareholder wealth upon the announcement of a merger both for the acquired and acquiring firms. However, this positive assessmentdoes not hold over time. Based on a sample of REIT mergers in the period between 1988 and 1994, Campbell et al. (1998) found large negative returns for the acquirers. Campbell et al. (2001) analyzed the stock market reaction to 85 REIT mergers and observed significantly negative but small stock market returns.Journal of Property Investment & FinanceVol. 24 No. 1, 2006Emerald Group PublishingDirk Schiereck and Markus Mentz译文：企业并购的风险分析摘要世界五次大规模并购浪潮充分促进了企业的成长和壮大。
企业并购中英文对照外文翻译文献
中英文对照外文翻译文献(文档含英文原文和中文翻译)原文：The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cashand liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to accept stock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.Bidder and target considerations:* Corporate ControlBidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable, the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, the product between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.* Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidder’s ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find that a firm’s percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidder’s financial condition with its leverage ratio, FIN’L LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issue debt and as a consequence use stock financing more fr equently. A bidder’s financial leverage is measured by the sum of the bidder’s face value of debt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This captures the bidder’s post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder size is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash financing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we need to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymmetry is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholder’s control position. Finally, as bidder equity capitalization rises, concern about its financing constraint falls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deal’s offer size plus the bidder’s pre-offer market capitalization at the year-end prior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset value rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed deals. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidder’s buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder considerations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary TargetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable takes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a seller’s consumption/liquidity needs are also likely to be important considerations. These sellers are likely to prefer cashgiven the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire to restructure toward their core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or reduce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Industry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contrast, sellers are more apt to accept a continuing equity position in an intra–industry merger, where they are well acquainted with industry risks and prospects.T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several problems. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stock’s g reater trading costs, lower liquidity, exposure to exchange risk and less timely, more limited access to firm information.T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equity investment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of book value of equity plus book value of debt prior to the bid, measures a bidder’s investment in growth opportunities.We expect a higher market tobook ratio to increase a bidde r stock’s attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D expenditures, along with low current earnings and cash dividends. These firm attributes lower a bidder’s need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996) document a higher incidence of stock financing for higher market to book buyers.译文：并购支付方式在欧洲的选择在过去的十年，全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的控制。
企业并购外文翻译文献
企业并购外文翻译文献(文档含中英文对照即英文原文和中文翻译)外文:Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of global mega-mergers. Like the mergers and acquisitions (M&As) frenzy of the 1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks,concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. As credit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent most of the world’s economies into recession, reducing global M&A activity by more than one-third from its previous high. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offset deflationary pressures. What impact have such actions had on mergers and acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on the notion that some firms are simply too big to fail because of their potential impact on the economy—consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of markets, which rewards good decisions and penalizes poor ones. Allowing a business to believe that it can achieve a size “too big t o fail” may create perverse incentives. Plus, there is very little historical evidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlying dynamics of M&As in the context of an increasingly interconnected world. The chapter begins with a discussion of M&As as change agents in the context of corporate restructuring. The focus is on M&As and why they happen, with brief consideration given to alternative ways of increasing shareholder value. You will also be introduced to a variety of legal structures and strategies that are employed to restructure corporations.Throughout this book, a firm that attempts to acquire or merge with another company is called an acquiring company, acquirer, or bidder. The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you to understand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustrated by the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today’s list, and some 2,000 firms have appeared on the list at one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm’s basic operations or fundamentally change its asset or financial structure. ···································································································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs are fixed in that they cannot be altered in the short run. By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let’s consider an automobile plant that c an assemble 10 cars per hour and runs around the clock—which means the plant produces 240 cars per day. The plant’s fixed expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in averagefixed costs per car per day is $2,084 (i.e., $4,167 – $2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let’s consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personal care as well as pharmaceutical products. Honda knows how to enhance internal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology lets customers run applications on UNIX and NT operating systems on a single computer system. Citigroup uses the same computer center to process loan applications, deposits, trust services, and mutual fund accounts for its bank’s customers.Each is an example of economies of scope, where a firm is applying a specific set of skills or assets to produce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on the cost of capital of the acquiring firm or newly formed firm resulting from a merger or acquisition. The cost of capital is the minimum return required by investors and lenders to induce them to buy a firm’s stock orto lend to the firm.In theory, the cost of capital could be reduced if the merged firms have cash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a high-growth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the high-growth industry, and combining the two firms could lower the average cost of capital of the combined firms.DiversificationBuying firms outside a company’s current prima ry lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the combined firms.·················································································A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson &Johnson announced itsultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business in the fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates by developing or acquiring new products with which it is relatively unfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney’s acquisition of the Eckerd Drugstore chain or J&J’s $16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, the firm assumed additional risk, but less so than unrelated diversification if it had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, such as General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were they broken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversified in unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding for the most attractive investment opportunities.Moreover, outside investors may have a difficult time understanding how to value the various parts of highly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Although change can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been major forces in creating new opportunities for growth, and threatening, or making obsolete, firms’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation in recent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activity because deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitors that can resell the power in the utility’s own marketplace respond with M&As to achieve greater operating efficiency. Commercial banks that have moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother’s markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent household names such as Kodak and Polaroid scrambling to adapt. The growth of satellite radio is increasing its share of the radio advertising market at the expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger, more bureaucratic firms cannot achieve. With engineering talent often in short supply and product life cycles shortening, these larger firms may not have the luxury of time or the resources to innovate. So, they may look to M&As as a fast and sometimes less expensive way to acquire new technologies and proprietary know-how to fill gaps in their current product portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquired Skype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had been unable to realize the benefits of owning Skype and was selling the business to a private investor group for $2.75 billion.Hubris and the “Winner’s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because of hubris, even if significant synergies are present. In an auction environment with bidders, the range of bids for a target company is likely to be quite wide, because senior managers t end to be very competitive and sometimes self-important. Their desire not to lose can drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays more than the company is worth and may ultimately feel remorse at having done so—hence what has come to be called the winner’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the rat io of the market value of the acquiring firm’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on a firm’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in NorthAmerica. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and the firm’s shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, each of whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managers to take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent on removing the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10翻译:并购基础知识：一切你需要知道的并购新千年的第一个十年,预示着全球大规模并购时代的到来。
企业并购的概念
企业并购的概念1.1企业并购的概念并购也即兼并与收购(M&A)。
所谓兼并(Merger)，通常有广义和狭义之分。
狭义的兼并指企业通过产权交易获得其他企业的产权，使这些企业丧失法人资格，并获得它们的操纵权的经济行为，相当于公司法中规定的吸取合并。
而广义的兼并是指在市场机制的作用下，企业通过产权交易获得其他企业产权并妄图获得其操纵权的行为。
广义的兼并除了包括吸取合并外还包括新设合并和其他产权交易形式。
而所谓收购(Acquisition)则是指对企业的资产和股份的购买行为。
收购和广义兼并的内涵专门接近，因此经常把兼并和收购合称为并购①。
并购实际上包括了在市场机制的作用下，企业为了获得其他企业的操纵权而进行的所有产权交易活动。
一个与企业并购紧密相关的术语是企业重组。
企业重组实际上包括扩张、售出、公司操纵和所有权变更(因此这种分类在某种程度上有些随意)②而并购应该被划入扩张类。
然而在一些非学术性的场合，企业并购和企业重组经常被等同起来，交替使用，没有严格的区别。
1.2西方国家的前四次企业并购浪潮从资本主义经济的进展来看，专门是资本主义从原始资本积存时期到自由竞争时期，再从自由竞争时期进入垄断时期来看，兼并与收购是一种正常的市场行为。
到目前为止，西方国家差不多历了五次并购浪潮。
第一次并购浪潮发生在19世纪与20世纪之交，那个时期资本主义正由自由竞争时期向垄断时期过渡；第二次并购浪潮发生在20世纪20年代的两次世界大战间的经济稳固进展时期；第三次并购浪潮发生在20世纪50年代和60年代的战后资本主义“繁①干春晖，刘祥生.公司兼并与收购.上海：立信会计出版社，1995. 1②威斯通等.兼并、重组与公司操纵.北京：经济科学出版社，1999. 3荣”时期；第四次并购浪潮发生在20世纪70年代至80年代；第五次并购浪潮是指自20世纪90年代中叶至今，这一时期，资本主义的经济正进一步进展。
本节要紧回忆前四次并购浪潮。
企业并购的名词解释
企业并购的名词解释随着全球经济的不断发展，企业并购成为当今商界的热门话题。
企业并购是指两个或多个企业通过合并、收购或其他方式，整合资源，实现业务扩张和市场份额增长的过程。
在这一过程中，涉及到一系列名词和术语，本文将对其中一些关键概念进行解释和探讨。
一、概念定义1. 并购并购（M&A，Merger and Acquisition）是指一个企业通过购买或合并另一个企业的资产或股权，实现两者整合和利益共享的行为。
并购可以以现金、股票、债券或其他可交换资产的形式进行。
通过并购，企业可以快速扩大规模、拓展市场、提高竞争力。
2. 股权收购股权收购是并购的一种形式，指的是一个企业通过购买另一个企业的股权，获得对目标企业的控制权。
股权收购可以是友好的，即双方达成一致并签署交易协议，也可以是敌意的，即收购方对目标企业发起强制收购。
3. 竞价收购竞价收购是指一个企业在目标企业的现有股东之外，以高于市场价格的价格收购目标企业的股权。
竞价收购往往会引发市场的关注和竞争，增加并购方的成功难度。
4. 出价出价是指并购方向目标企业提出的购买价格或交易条件。
出价的高低和公平性直接影响着并购的成功与否。
出价通常由专业投行和财务顾问进行评估和决策。
5. 目标企业目标企业是指被并购方认定为潜在收购对象的企业。
目标企业通常具备市场地位、技术优势或资源丰富等特点，能够为并购方带来战略增长和经济回报。
6. 反收购反收购是指目标企业采取各种手段，如自愿或强制性退出计划、分拆或出售部分资产等，以抵抗并购方的收购企图。
反收购可以保护目标企业的利益和独立性，但也可能因此失去机会。
7. 就业保障就业保障是指并购过程中对雇员权益的保护措施。
并购往往伴随着组织结构的调整和人员流动，就业保障措施可以减轻雇员的担忧，并确保他们的工作权益不受损害。
二、并购形式1. 垂直并购垂直并购是指在同一产业链上下游的企业之间进行的并购。
垂直并购的目的是整合供应链和价值链，实现资源优化和成本节约。
企业并购概述(全文)
企业并购概述(全文)企业并购，是企业兼并(Merger)与收购(Acqulsltion)的合称。
国际惯用的专业术语为“MergerandAcqulsition”，简称“M&A”。
兼并，指两家或两家以上公司以股权集合、购买或统一合并合的方式组成一家公司，原公司的权利义务由存续公司或新设公司承担。
兼并有两种形式：吸收兼并和新设兼并。
吸收兼并是指两家公司合并，保留其中一家公司的法人地位，可概括为“A+B=A(B)”。
新设合并是指两家或两家以上公司合并，另外成立一家新公司(新法人实体)，原有公司均失去其法人地位，可概括为“A+B=c”。
收购，是指一家公司用现金、债券或股票等方式，购买另一家公司的股票或资产，以获得该公司控制权的行为。
收购可进一步分为资产收购和股份收购。
股份收购又可按收购方所获得的股权比例分为控股收购和全面收购。
由于兼并和收购后，企业的产权和经营管理权最终都控制在一个法人手中，所以，我们通常把企业兼并和企业收购统称为企业并购。
企业并购是一种非常复杂的经营活动，它可以按不同的标准划分为很多种类，其中最主要、最常用的划分方法是根据并购双方的行业关联性，将之分作横向并购，纵向并购和混合并购三种。
横向并购指同一行业内竞争对手之间的并购；纵向并购指同行业上下游企业间的并购；混合并购则指不同行业间企业的并购。
一、企业并购理论企业并购理论是组织经济理论、企业理论以及公司战略和公司财务理论中的重要论题。
得益于20世纪70年代以来新制度经济学、信息经济学和博弈论的蓬勃发展，企业并购理论也迅速繁荣起来。
在这一领域中，理论假说林林总总，不胜枚举，本文对主流的并购理论所做的简要归纳如下图所示：二、并购的历史演进过程(一)世界的并购史企业并购发源于西方资本主义国家，在从资本主义的原始积累阶段到自由竞争阶段以及进而形成的垄断阶段这一过程中，企业间的并购伴随资本主义的发展过程不断向前推进。
从19世纪末至今，西方国家经历的五次大规模的并购浪潮反映了资本主义社会的激烈竞争，推动了技术进步和经济发展，优化了企业的组织结构和资源配置。
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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文献出处：Saat M, Himmelsbach J. Sustainable Merger and Acquisition Transactions–Important Aspects as Part of a Process Model Especially for Enterprises in the Service Market [J].International Journal of Business and Social Science, (2014):65-74.原文Sustainable Merger and Acquisition Transactions–Important Aspects as Part of a Process Model Especially For Enterprises inthe Service MarketMaksim SaatDepartment of Business AdministrationTallinn University of TechnologyAbstractThe recent years have seen worldwide an unprecedented wave of mergers and acquisitions. However empirical research studies show a high failure rate of implemented M&A transactions in enterprises in the service sector. The aim of the paper is to show important success factors for sustainable M&A transactions in enterprises in connection with a newly developed holistic concept for national and international M&A processes for the testing service market (TICET market) and for the service sector market in general. This important success factors are especially the developed and implemented risk management model and the innovation management. Furthermore the results of the developed holistic M&A process model will be analysed, measured and objectivised with the help of a case study, and management instruments will be highlighted. As part of the case study the results of M&A transactions carried out by TüV NORD and by its main competitor TüV SüD were used.Keywords: Sustainable M&A transaction, holistic M&A Model, Risk Management Model, Innovation Management, Competition Analysis, Benchmark Analysis.1. IntroductionA lot of publications and studies show the enormous importance of Merger and Acquisition (M&A) transactions in the context of realising growth and profit targets and the accompanying value increase in an enterprise [2, 3]. Against this background the implementation of sustainable M&A transactions allow the assumption that M&A should be a very successful strategy for the development of enterprises. However, an analysis of the numerous available empirical research studies shows a high failure rate of implemented M&A transactions. For example, a study made by J.P. Morgan showed a failure rate in the implementation of mergers of approximately 40%; the failure rate of M&A transactions in the service sector was even higher, at around 50% [4, 5, 6].In the relevant scientific literature most publications on the topic of M&A only present a rough and not detailed process structuring of M&A transactions and they vary from author to author. For example the authors Picot, Grill, Bauer, Düsterlho, Berens, Brauner, Strauch [7, 8, 9, 10] present only several parts of a holistic M&A process model. While other authors as Theurl, Tsch pel [11] show only rough structural concepts of M&A processes.However, according to the intense research by the authors, no detailed and holistic concept exists which considers the special features of M&A processes in the testing service market and in the service sector market in general. In these circumstances the aim of the authors of the paper in the first step is to show the most important success factors innovation management and the risk management model as parts of a newly developed holistic concept for national and international M&A processes, especially for the testing service market (TICET market) and for the service sector market in general.In the second step, the results of the developed holistic M&A process model will be analysed, measured and objectivised with the help of a case study, and management instruments will be highlighted.As part of the case study the results of M&A transactions carried out by TüVNORD (more than 10.000 employees) and by its main competitor in the business field – TüV SüD (more than 16.000 employees) – were used [12, 13]. Both enterprises are global leaders in the testing service market with comparable business activities and with more than 140 years of enterprise history. The testing service market has an estimated market volume of at least €40-50 billion.2. Newly Developed Holistic National and International M&A Process ModelIn this section, the most important aspects of the holistic M&A process model, which has been developed by the authors specifically for enterprises in the testing service market and also for the service market, is presented together with many success factors, by using the example of TüV NORD in comparison with TüV SüD. The newly developed holistic national and international M&A process model consists of the following three phases, and is shown in the figure 1.With the support of the authors, special attention is given in the following to both the newly developed and implemented the risk management model and the innovation management. These aspects will be shown in the paper and their means of implementation are especially necessary as parts of a successful sustainable acquisition processes.2.1. Risk management model in connection with sustainable M&A transactionsIn the last seven years, the TüV NORD Group has made 28 acquisitions. 17 of the enterprises purchased are headquartered in Germany and 11 abroad. Due to the acquisitions, the number of employees has increased from more than 2,000 to more than 10,000. At the same time period the TüV SüD Group also has acquired 28 enterprises [14].Against the background of new knowledge and experience gained in connection with the expansion of the TüV NORD Group, the risk management is continuously developed and extended.In order not to have to register unknown or unforeseen risks in the context of the integration of acquired enterprises, a risk analysis should be performed in the context of the acquisition process. However, risk analysis is different from operational risk management, in particular with regard to its project character and information basis (publicly available information and information provided by the target enterprise)[15].Risk analysis should include the most important elements of risk management, i.e. risk identification and risk evaluation, and can be integrated into the due diligence process. A due diligence procedure also should be carried out for each acquisition. {According to Section 11 of the US Securities Act of 1933, brokers reproached for having withheld important information from investors were able to relieve themselves from personal liability by the defence of due diligence. To do this, they had to prove, among other things, that as a consequence of an appropriate investigation they had reasonably believed that all information published had been true and no essential information had been omitted[16]}.The aim of due diligence has to be the identification of all risks of an enterprise and their subsequent minimization or inclusion into the calculation of the enterprise value. In a due diligence process the enterprises can also cooperate with external advisors such as auditing and law firms to perform due diligence checks and risk analyses.In the following, the authors will deal with issues of risk management or risk analysis in the acquisition processes which are of great importance for every enterprise. For this background to ensure a complete record of all important risks, it is necessary to adopt a systematic process to identify them, which was developed and implemented from the authors in the TüV NORD Group in the last years to reduce the risks concerning acquisitions. For this the issues will be classified by external and internal influences on the enterprise (Figure 2). With regard to the risk levels and risk fields established, all the relevant risks must be identified, measured and describe as precisely as possible.External Influences on the EnterpriseAt the "global environment" risk level, in particular the issues of macroeconomic development, technological development and political-legal development are of very great importance for every enterprise and also to the TüV NORD Group. Furthermore the issues of socio-cultural and ecological development are to consider.Macroeconomic development in particular includes cyclical risks which find expression in the fluctuation of economic variables (e.g. gross domestic product) of anational economy and foreign currency and inflation risks [17].To enable the assessment of such risks for a country in which an acquisition is planned publicly available information provided by financial or research institutions can be used. The country-specific risk potential is estimated on the basis of this data. In its assessment of the technological developments and the associated technological risks, the TüV NORD Group usually relies on own Know-How which is supplemented by publicly available studies. Where own Know-How does not exist because the acquisition is made to set up a new business division, enterprises often cooperates with external advisors who prepare expert reports on the further technological development of the market in question. On this basis, the risk potential is estimated.Political-legal risks identified by enterprises basically are the following (additional detailed explanations see [17]):Fiscal risks: Fiscal measures by governments may present a risk to enterprises.Transfer risks: Governments may make retransfer of invested capital, e.g. in the form of distribution of profits, difficult.Expropriation and terrorism risksCorruption risks: Regular publication of country rankings provides an overview which likewise is very important to enterprises due to the corporate governance and compliance obligations.Legal risks: These may be the lack of basic conditions for quality, liability and protection risks or the general jurisdiction.In the context of an acquisition project, the political-legal risks are also determined, analysed, assessed and compiled. Central to the risk field socio-cultural developments are circumstances and changes in demographic features (e.g. age structure) or social values, attitudes and norms (e.g. attitudes to the environment).Ecological developments arising from the exploitation of finite resources or changed environmental and climatic conditions (e.g. environmental disasters) may represent risks for an enterprise.At the "competitive environment" risk level, the competitors, suppliers andcustomers issues are often of great relevance to enterprises. Therefore, a detailed analysis of the competitor, supplier and customer situation in a country is performed in the context of the acquisition process. For instance, the general price, service and quality level of testing services, the possibility of new customers entering (entry barriers) or the customers' market power and payment behaviour are analysed in connection with this.Internal Influences on the EnterpriseAt the "enterprise internal" risk level, all issues are very important always in the case of acquisitions which are why during an acquisition process a due diligence check including a risk analysis for the enterprises to be acquired is carried out jointly with local public accountants and lawyers.With regard to this, risks may result from an enterprise's strategy/corporate governance, e.g. with respect to questions of composition of the service portfolio, choice of location enterprise investments.Risks in connection with human resources or cultural aspects are of the highest importance for all service related enterprises because the business model is based on the provision of services by people, not machines. Accordingly, it is important for the management of enterprises to detect risks in connection with key persons (Know-How carriers) at enterprises to be acquired and reduce them by contractually binding these key persons to the enterprise at least for a certain time. Without such agreements which serve to reduce the risk potential, an acquisition should usually not be performed.Jointly with public accountants, the management of enterprises look for financial risks or risks with regard to the assets of the enterprise to be acquired. These may in particular be found in various items of the balance sheet such as the intrinsic value of receivables from customers or fixed assets (e.g. values of buildings, machines, technical installations and the equipment of the IT system), pension plans or risks arising from under-insurance.External lawyers can be involved in particular in the determination of organisation risks or business process or project risks. Risks may concern theoperational and the organisational structure or exist in the business processes along the value-added chain. There also may be risks in an individual current or future project, environmental or quality management.At the end of the acquisition process, all risks in connection with external and internal influences on the enterprise which have been identified have to be compiled and assessed.Based on these reports, the board of management and if existing the supervisory board of enterprises have to decide whether or not the acquisition will be made. In this way, there should be a close interlocking between the enterprisesrisk management and the acquisition management already prior to an acquisition. In the next section especially the innovation management as part of the holistic national and international M&A process model is presented.译文可持续的并购业务——尤其是企业在服务市场上流程模型的重要方面马克西姆萨特企业管理系塔林理工大学塔林，12618，爱沙尼亚约根汉德技术监督服务有限公司财政部埃森，45259，德国摘要近年来出现了全球前所未有的并购浪潮。