企业兼并过程中要考虑的几个问题

经济界的人们常将小企业对大企业的兼并比作蛇吞象,企业间的兼并与蛇吞食物十分相近。     

曙光兼并黄海之后

2002年11月，靠车桥起家的民营小兄弟曙光车桥兼并了赫赫有名的国营老大哥黄海客车，消息传出．“蛇吞象”，“小鱼吃大鱼”两词汇密集见诸媒体。     

迎接"入世"挑战 规范企业兼并

美国著名经济学家、诺贝尔经济学奖获得者(1982年)乔治·斯蒂格勒(George·J·Stigler)在<通向垄断和寡占之路--兼并>一文中开篇写道:"一个企业通过兼并其竞争对手的途径成为巨型企业是现代经济史上一个突出现象","没有一个美国大公司不是通过某种程度、某种方式的兼并成长起来的,几乎没有一家大公司主要是靠内部扩张成长起来的."     

搞好资产运营促进经济增长

党的十五大报告提出"积极推进各项配套制度改革,建立有效的国有资产管理、监督和营运机制",四中全会<决定>又进一步要求"继续采取改组、联合、兼并、租赁、承包经营和股份合作制、出售等形式,放开搞活中小企业","要着力培育实力雄厚、竞争力强的大型企业和企业集团",从而为国有企业改革和发展指明了方向和道路.     

企业"蛇吞象"海外并购的融资支付方式探析

近年来,我国企亚"蛇吞象"跨国并购成为经济热点,融资支付问题是这类并购的核心问题.文章主要从并购的支付方式、融资方式及障碍两方面进行探析,以期为我国企业将来该类并购提供理论参考.     

基于PCAIDS模型的单边价格效应模拟——以国际铁矿石巨头力拓与必和必拓拟议的兼并为例

本文基于爱泼斯坦和鲁宾菲尔德提出的PCAIDS 模型,模拟了国际铁矿石生产和出口巨头力拓与必和必拓之间2007 年10 月提出的兼并的单边效应.研究发现,该兼并对世界铁矿石市场价格将产生重要影响,特别是兼并后形成的新企业将大幅度提高其产品的价格.兼并也会引起印度、巴西和南非铁矿石提价,尽管幅度要比"两拓"要小一些.中国的进口铁矿石主要来自于两拓、巴西、印度和南非,因此,如果"两拓"兼并将极大地提高我国进口铁矿石的成本.     

多元化经营对公司绩效的影响

19世纪末至20世纪60年代,美国先后经历了横向兼并、纵向兼并、非相关多元化兼并3个发展阶段.非相关多元化兼并产生的联合大公司主要是通过收购现有公司而不是基于内部成长形成的,并不利于公司的发展,因此,在上世纪70-80年代出现的第四次兼并高潮中,相关多元化兼并成为趋势.到了上世纪90年代,理论界和实务界逐渐发现,过度的多元化对公司的业绩及价值将产生破坏作用.因此,西方公司又出现了一个"回归主业"的高潮.     

广西证券市场对国有企业兼并的影响及对策

一、证券市场对企业兼并的一般作用 (一)有利于国有企业进行壳式重组.所谓"壳"或"壳资源",就是上市公司.在我国,股票发行要遵守"总量规定、额度分割"的制度,企业上市门槛多,上市的额度又相对较少,同时配股又受到证监会的严格限制,所以,很多国有企业利用"壳"资源来规避额度管制,壳式重组成为我国企业兼并的热点.完善的证券市场,将极大地推动企业借壳上市、买壳上市、受壳上市,从而推进企业在股市上的兼并.     

创意天城个性卓然——著名书法家张健作品赏析

张健的书法作品,凭着雄浑的功力,运用夸张的手法,呈现出"密不透风,疏可跑马","浓如黑云,淡如清水","重如坠石,轻似蝉翼","粗则成面,细若游丝"等强烈对比的艺术表现力,从而追求一种更具视觉冲击力的美感,追求一种超凡脱俗的境界.     

德国式“蛇吞象”玄机

最近,国际汽车界最大的新闻之一,莫过于在短短-个月内,德国汽车业相继被卷入两起收购案:8月21日,德国舍弗勒集团确定将成功收购规模为其数倍的大陆汽车,未来将诞生全球第二大的汽车零部件企业.而前不久的7月23日,欧盟委员会正式做出决定,批准保时捷公司收购大众汽车集团.这两起被喻为"蛇吞象"的车业收购案,将全球汽车业收购浪潮推向了新的高度.     

Mergers, welfare, and concentration: Results from a model of stackelberg-cournot oligopoly

This paper explores the relationship between mergers, welfare, and concentration, using a two-stage oligopoly model that generalizes the Cournot and Stackelberg models. This model has been used to show that some profitable mergers raise welfare and that some welfare-lowering mergers are unprofitable. Based on this, one might conclude that policy designed to restrict mergers is unnecessary or even counterproductive. This present paper examines in greater detail the implications of this model and finds that a merger's effects depend not only on the reduction in the number of firms, but also on premerger and postmerger firm behavior. In fact, most mergers lower welfare, and many of these are profitable. Usually, but not always, changes in concentration and welfare are negatively related.     

Determinants of premiums paid in bank acquisitions

Summary and Conclusions Mergers are a relatively observable form of business behavior and reflect a major business decision. As such, mergers provide an attractive opportunity for empirical investigation into business behavior, which may shed light on business motivation. This study tests for the determinants of premiums paid in 1,835 of the 2,717 bank mergers and acquisitions that occurred from 1973–83.The only variables that are often statistically significant and carry consistent sights are: (1) growth of the target firm; (2) growth of the target market; and (3) the capital-to-assets ratio of the target firm. The signs on these variables suggest that high growth of the target firm and its market and a low capital-to-assets ratio are particularly attractive to bank managers, for which they are willing to pay a premium. Variables which provide a relatively direct indication of profit opportunities are often not statistically significant or carry mixed signs.Overall, the results suggest that, among the set of banks that are actually acquired, growth of the target bank and its market will induce bank managers to pay a premium but profits of the target do not elicit a premium.The views expressed herein are the author's and do not necessarily reflect the views of the Board or its staff.     

跨国公司在华并购与隐性垄断

在当前全球化浪潮中,跨国并购已成为跨国投资的主要方式,更是我国今后引资的重要趋势。然而这种不同性质的多种资本主体并存于中国市场的特质将直接决定彼此的生存空间和获利机会,并最终决定投资的绩效和宏观经济稳定性。分析跨国公司进入中国市场的方式和在中国市场上进行竞争的手段,并从品牌、技术和币场占有率三个方面考察跨国并购对我国市场结构的影响,可以得出已经形成隐性垄断的结论,相应地从企业和政府两个层面提出对跨国并购实施竞争规制的应对策略。     

Leading and Merging: Convex Costs,Stackelberg, and the Merger Paradox

This paper examines the consequences of a Stackelberg leader merging with followers when costs are convex. Such mergers are always profitable for the participants, and the followers often do better merging than remaining excluded rivals. This resolution of the merger paradox cannot be generated either by Stackelberg leadership without convex costs or by convex costs without leadership. In addition, with convex costs, a merger with the leader can actually harm excluded rivals (suggesting why they might object to the merger) and increase social welfare.     

Determinants of cross-border merger premia

Firms have a broad range of rationales for engaging in cross-border mergers and other forms of foreign direct investment (FDI); while some companies are in search of the cost advantages provided by foreign resources, other firms are primarily interested in gaining access to new markets. Although a significant amount of research has explored the patterns of FDI, little work has been done to assess what influences the value of cross-border mergers and, in particular, what determines why some cross-border mergers are expected to result in higher synergies when compared to others. This paper explores what characteristics of a merger are expected to increase the synergies that a firm will accrue from a cross-border merger by testing how a variety of factors impact the premia paid to effectuate a cross-border merger. We find that firms are willing to pay a higher premium to obtain greater control over foreign firms, and that this control is even more important in mergers involving firms in emerging markets. We also find that the factors affecting deal premia in cross-border mergers differ based on whether the acquirer has a high or low intangible asset intensity level.     

Spatial Price Discrimination and Merger: The N-Firm Case

The consequences of merger are analyzed in an N-firm model of spatial price discrimination. The merger occurs with known probability after location decisions have been made. The possibility of merger alters locations, generates inefficiency, and increases the profit of the merging firms. In the case of corner mergers, but never in the case of interior mergers, the possibility of merger may also reduce the profit of the excluded firms.     

A measure of the synergy in mergers under a competitive market for corporate control

Summary and Conclusion This note developed a possible measure of the anticipated synergy in mergers under the assumption that the market for corporate control is competitive. By applying Tobin'sq theory of investment, a measure which is composed of three potentially measurable variables is derived. The three variables are: the acquisition premium paid by he buying firm, the market value, and the replacement costs of the target firm. This measure may be utilized to do empirical studies involving the synergy in mergers regardless of the type of the merger and the source of the synergy. When the market for corporate control is not necessarily competitive, the inequality version of the measure gives the lower bound of the anticipated synergy and upper bound of the premium. In the special case of conglomerate mergers where economies of scope is the only source of synergy, the measure may also be interpreted as the present value of the anticipated economies of scope.     

Debt issuance incentives and creative accounting: Evidence from municipal mergers in Japan

Creative accounting has been a considerable problem in the field of governance and has caused serious economic issues. However, how governments determine the scale of creative accounting is unknown in the existing literature.We study whether a difference in the usage and the scale of creative accounting is determined by the intensity of the incentive to issue excessive debt. To study this, we focus on municipal mergers, a well-known setting wherein smaller merging municipalities have a stronger incentive to enjoy freeriding and issue debt since the debt burden will be shared and mainly owed by larger merging municipalities. This setting enables us to use the relative population size as a continuous treatment representing the strength of debt issuance incentives, whereas existing papers focused on binary treatments. Utilizing the data of Japanese municipal mergers, we find that governments with small relative populations, which have a strong debt issuance incentive, employed creative accounting more intensively than others. Moreover, we investigate how governments used the money obscured through creative accounting for the first time and find that it was not used to overcome financial difficulties nor increase politicians’ pecuniary gains but to increase resident welfare.     

Mixed oligopoly,endogenous timing and mergers

The present paper discusses endogenous timing in a mixed oligopoly model, comprising one public firm and two private firms, assuming both a merger between the two private firms and between one private and one public firm. The paper proves that although a merger between the two private firms does not change the timing of the game, a merger between the public firm and the private firm into a mixed firm could change the market structure from Stackelberg to Cournot competition.     

Art of the Deal: The Merger Settlement Process at the Federal Trade Commission

This paper models the modern merger review process in which an enforcement agency, here the Federal Trade Commission (FTC), interacts with the acquiring firm to determine the outcome of antitrust regulation. Our empirical implementation of a game theoretic analysis tests whether decisions are driven by the costs and benefits of the proposed enforcement initiative as well as whether firms' responses are colored by competitive and institutional considerations. With respect to firms, the results suggest that mergers are driven by the opportunity to capture efficiencies, In contrast, the structural (anticompetitive) characteristics of mergers do not seem to impact firms' litigation decisions. Firms, however, are deterred from fighting the FTC by the potential negative impact on their reputations. In addition, “hostage effects” associated with the size of the noncontroversial portion of acquisitions held up by the FTC's competitive concerns also affect firm decisions.