对国企资产剥离问题的再思考

国有资产在改组上市或兼并过程中 ,必然会涉及到资产剥离这样的财务问题 ,本文从国企中经营性资产的剥离 ,ST公司的出现给剥离问题的启示 ,政府在资产剥离中的作用和态度 ,其他配套改革问题等几个方面对资产剥离中涉及的一些问题进行了探讨。     

资产重组——上市公司扭亏生存之道

随着我国证券市场快速的发展,部分上市公司出现连续亏损,为了避免上市公司退市,越来越多的公司走资产重组的道路。本文主要从股权转让、收购兼并、资产剥离、资产置换、其他类五个方面对资产重组进行了详细的分析,旨在为我国资产重组的发展提供进一步的理论指导。     

亚洲买家雄起

亚洲已经成了兼并收购最火热的竞技场。 据兼并收购跟踪机构Dealogic公司的数据,第一季度,亚洲的兼并和收购交易,比一年前增长了一倍以上,而与此同时,美国和欧洲的兼并和收购活动则有所减少。多年以前,亚洲的公司都不愿意实施国际性购并的战略。因为它们没有资金,也没有进行大宗收购的借贷能力。     

通过不同方式进行摘帽的ST公司后续发展能力对比研究

许多ST公司把目标放在了尽快摘帽上,通过不同方式达到摘帽目的。而摘帽并不是ST公司的根本目的,公司持续发展的能力更为重要。但一些公司往往只注重了摘帽,而忽视了公司持续发展能力的培养。由此产生了一个问题,ST公司不同的摘帽途径是否对公司的持续发展能力产生影响。这个问题,既涉及到ST公司做出合理的选择,也有利于投资者对通过不同途径摘帽的公司的价值形成正确判断。     

上市公司资产重组中的定价问题研究

随 着我国国有企业改革的深化 ,资产重组已经成为证券市场上一道亮丽的风景线 ,进行不同形式资本运营的上市公司的数量越来越多。 1 998年、1 999年沪深两市分别有 3 89家、3 0 9家上市公司进行了资产重组 ,包括收购兼并、股权转让、资产剥离、资产置换等多种形式。通过对这些上市公司资产重组事项和财务报告的研究 ,可以发现很多公司通过资产重组迅速改变了业绩 ,不仅报表上的业绩指标得到提高 ,而且资产管理能力、股本扩张能力、成长性等各方面的综合实力都得到明显改善 ,但也有一些公司重组的影响力仅限于报表数字 ,通过操纵报表达到保壳…     

企业并购与反并购

在市场经济条件下 ,企业兼并与收购是实现资产重组、迅速扩张规模、振兴经营辉煌的有效战略选择。兼并通常是指一家企业以现金、证券或其他形式购买取得其他企业的产权 ,使其他企业丧失法人资格或改变法人实体 ,并取得对这些企业决策控制权的经济行为。国有企业的兼并分两种情况 :一是企业通过购买等有偿方式取得其他企业的产权 ,使其失去法人资格或虽然保留法人资格但变更投资主体的行为 ;二是在被兼并企业资产与债务基本等价的情况下 ,兼并方企业承担被兼并方企业债务的 ,经批准 ,兼并方企业可以采取划转方式取得被兼并方企业的资产。被兼…     

我国ST公司投资行为分析

本文以1998-2009年我国200多家ST公司为研究对象,采用多元回归分析和Loglstic回归模型检验和分析了其投资行为及时我国ST公司顺利"摘帽"可能性的影响.研究结果表明:ST公司与正常公司的投资行为存在显著差异,ST公司的投资-现金流敏感性较低;减少投资更有利于ST公司摆脱困境,顺利"摘帽".     

引导公允重组的ST公司重组新模式

“协议收购 资产置换”是ST公司最为传统的重组模式，但这种模式的最大弊端是会导致出现大量的不公允输血型重组。绩优公司重组普遍采用的定向增发模式、其对发行新股的盈利要求是ST公司不可逾越的障碍、而类似于TCL集团合并TCL通讯的反向合并模式．可以较好地绕开法律限制，并且只要允许采用权益结合法进行核算也会为公允重组奠定基础。     

ST公司摘帽方式研究

"特别处理"(ST)和"退市风险警示"(*ST)制度在中国已存在20年,这一期间ST公司的摘帽方式一直是人们关注的重点。盈余管理范畴中的资产重组和财政补助是大家熟知的摘帽方式,但公司成功摘帽后能否让公司经营状况真正得以改善是值得探究的。除了主板市场外,2014年股转系统面向全国接受企业挂牌申请,"新三板"上市的公司被ST后如何摘帽与其后续经营情况也值得研究。通过概述ST与*ST公司摘帽条件,并用具体公司案例阐释不同摘帽方式与剖析其未来持续运营能力,对投资者做出相对正确的选择有一定意义。     

浅析企业并购中的财务风险识别

伴随着国内外经济市场上的激烈竞争,经济实力较弱的公司并经济实力强的公司收购兼并,实现物质资本的优化配置与相互融合。因此,公司兼并收购的经济现象是市场经济自然发展、优胜劣汰的必然结果,符合经济发展规律,也有益于公司不断开发新产品、应用新技术,提升自身的市场竞争力,实现可持续发展。现实情况中,国内公司的兼并收购尚未形成规范制度与管理系统,部分公司没有认识到兼并收购过程中隐藏的各种风险因素,导致了兼并收购流程混乱无序、结果不理想,甚至没有达到预期的目标,给公司经营带来了诸多不良影响。下文中,笔者将从我国现阶段的兼并收购现状出发,分析公司在兼并收购过程中存在哪些风险因素,并提出具体的鉴别、评估、防范策略,以供同行业者参考借鉴。     

Small business in Japan: A historical perspective

Small firms have been considered to be an important element of the industrial structure in Japan since the turn of the century. In this paper the history of small business in Japan is examined. In particular, the dramatic development of the technological and managerial ability of small firms within the last two decades is analyzed. Under the regime of rapid industrial restructuring in Japan, small firms are identified as developing their own diversive management strategies, especially with respect to international trade and the implementation of information and high technology.     

Interaction effects of restructuring decisions on operating profit following performance shocks

This paper examines the interaction effects of restructuring activities for a sample of Australian firms experiencing significant declines in operating performance. Our sample firms respond to performance shocks with both financial and corporate restructuring and they achieve significant improvements in operating profits in each of the first 3 years following the shocks. We find that financial and corporate restructuring have both contemporaneous and lagged impact on operating performance. Most importantly, we show that the interaction of restructuring events has a strong influence on the corporate recovery process. We conclude that financial and corporate restructuring play complementary as well as interactive role in reversing a declining trend in operating profits.     

Internal Restructuring and Firm Survival

We examine the impact of two common methods of internal restructuring, layoffs and divestitures on the survival of a sample of UK firms. Using a Poisson regression model, we find that divestitures improve survival likelihood by reducing the probability and speed of market exit via takeover or bankruptcy, whereas layoffs increase the probability and speed of market exit via bankruptcy. Surprisingly, classifying firms into financially distressed and healthy groups, we find that distressed firms are less likely to restructure. Furthermore, while divestitures improve survival likelihood in both groups, layoff firms are less likely to survive, irrespective of whether they are distressed or healthy. Our findings are consistent with event studies that examine the market reaction to layoffs and divestiture decisions, and so provide some support for the view that the market correctly values the consequences of these restructuring actions on firm survival. The results are robust to several econometric and modeling issues, including controlling for potential self‐selection bias.     

Building the NAFTA Railway

Abstract

The key but too often overlooked link between firms and communities in the emerging NAFTA economy is transportation. Cross-border investment, trade, competition and cooperation are dependent on the restructuring of the U.S., Mexican and Canadian transport systems into a tightly integrated, efficient network. The paper examines the role of transport industries in the NAFTA economy, focusing particularly on a case study of the strategies of the Kansas City Southern Railway to become the “NAFTA Railway” to compete in the North American economy and the implications of these efforts for the firms involved, government transport policies, and the North American economy.     

Asian firms and the restructuring of global value chains

Asian trans-national garment manufacturers are transforming the structure of global value chains in the apparel industry. Recent studies show such first tier suppliers undertaking a greater range of functional activities. In many cases, these firms originate from the so-called ‘Rising Power’ economies, particularly ‘Greater China’ and South Asia. We argue that such, transnational, Asian firms can play a pivotal and strategic role in shaping the geography and organisational restructuring of the global value chain. Drawing on secondary sources and primary research we illustrate how such firms manage complex international production linkages, and ensure the incorporation of Jordan into the global garment industry. The paper contributes to the understanding of the role of these firms and how their behaviour is driven by complex dynamics linked to their own business strategies, their linkages with buyers, and their ability to exploit production and trade opportunities while maintaining high levels of global locational flexibility.     

Mergers and Acquisitions in Ownership Restructuring of Chinese Firms

This paper investigates mergers and acquisitions (M&A) in the context of firm ownership restructuring in China, via several theoretical lenses including organizational learning and population ecology theories. It highlights the effect of organizational learning on the choice of M&A in ownership restructuring, based on the assumption that the choice might be favored by poor-performing firms. By employing a hierarchical linear regression model, this article examines the cross-level moderating effects of the density of ownership restructuring patterns on the performance-M&A relationship. Several key findings have been revealed. At the individual firm level, performance is negatively related to its choice of M&A. The ownership restructuring pattern that firms adopted is positively associated with its choice of M&A. Moreover, at the industry level, the density of patterns in an industry positively moderates the performance-M&A relationship.     

Entrepreneurial retrenchment among small manufacturing firms

Strategic management researchers have traditionally focused on growth-oriented strategies for small firms. Yet studies of small businesses have consistently cited overzealous pursuit of growth as the number one contributor to financial decline and failure. Record numbers of small firms are finding themselves confronted with declines of sufficient magnitude to require the implementation of turnaround strategies.Much has been written about turnaround strategies for large corporations—the problem is that the commonly recommended turnaround strategies are not often feasible for small firms. Unfortunately, there are no investigations reported in the literature that approach the subject of turnaround from the perspective of the small-market-share businesses.The purpose of this research was to explore turnaround from the small firm perspective. The study focused on the turnaround strategy most often referred to as entrepreneurial retrenchment, i.e., the aggressive pursuit of cost and asset reduction. The results showed that firms that pursued entrepreneurial retrenchment were more successful than firms that continued to pursue growth with the preexisting configuration of assets, even after a period of extensive cost cutting. The findings suggest strongly that managers of successful small-market-share firms must be able to quickly recognize and ameliorate underper forming assets when they encounter turnaround situations.The findings were a result of empirical analyses of 33 small-market-share firms that had encountered turnaround situations. Turnaround situations were initially identified by the incidence of at least two successive years of declining profitability that exceeded any industry-wide decline that may have occurred over the same time period. The firms were subsequently contacted to verify that they considered the timeframe to indeed coincide with a period during which their managerial actions were targeted to achieve a performance turnaround.Each of the firms was then classified according to the direction of their cost and asset changes over the turnaround period. Nonretrenchers were those firms that did not achieve net reductions in costs or assets for any years after the decline. Cost retrenchers were those firms that achieved net costs reductions but not asset reductions for a minimum of one year succeeding the decline. Finally, entrepreneurial retrenchers were those firms that sustained a minimum of one year of asset reductions in addition to cost reductions in the years immediately after the decline.Although entrepreneurship research has traditionally focused on developing and investing in new businesses, little has been done on the issue of asset restructuring that precedes entrepreneurial endeavors in established companies (Robinson and Pearce 1988). For single businesses the essence of entrepreneurship is the ability to quickly respond to marketplace opportunities. The underside of this pursuit is the ability to quickly reposition assets to accompany ensuing moves for competitive viability.For single business firms, an inability to respond quickly to financial downturns creates turnaround situations. Therefore, an examination was prepared to determine the value of retrenchment as a means to achieve turnaround and financial stability.The results were produced through an analysis of longitudinally collected financial data that was used to profile each firm's turnaround situation severity, their classification of retrenchment, and the degree to which they were able to successfully achieve a return to predownturn financial performance.     

Bank strategies toward firms in decline

Small firms are usually in constant need of funds. In addition, when they are in decline, it puts them in a weak and dependent relationship with a commercial bank. The strategy followed by the bank toward these firms is a powerful influence on their success in turnaround and their very existence. In order to identify generic strategies followed by banks, this exploratory study analyzed data on bank responses to 192 client firms. These firms have been classified as problem loans, i.e., there is an actual default or the bank perceives a potential default on their loans. As this problem in the firm arises largely out of weakness in its primary sources of payment, which is operations, problem loans are firms in the early stages of decline.Using factor analysis, four distinct strategies toward these firms were identified: (1) managerial, involving efforts to influence strategy and operations of the firm through suggestions and recommendations; (2) financial, involving efforts to safeguard the security interests of the bank by seeking additional collateral and guarantees; (3) legal, involving recovery of funds through courts; and (4) restructuring, including efforts to improve capitalization.The firms were clustered into six groups using factor scores. Thumbnail profiles of each cluster showed the groups to be distinct. Finally, three sets of contextual variables representing firm/loan characteristics, event triggers, and the bank/client relationship were used to discriminate among the clusters of firms.The variables found to be significant in discriminating among the groups and thus impacting the strategies followed toward them included: firm size, the secured status of the loan, the bank's perception of whether the decline was due to internal or external reasons, severity of the problems facing the firm, and cooperation of the client. Significantly, the extent of loss incurred by the firm and years as a client did not make a difference to the strategy used. Where reasons for decline were largely external to the firm, financial and merger strategies were preferred. When the causes were internal, managerial and legal strategies were important. Firm size was significant; banks were less inclined to adopt managerial and financial strategies toward small as against medium-sized firms.These findings point to important lessons for managers in their dealings with banks. Banks, generally, prefer to work with clients toward a turnaround rather than resorting to legal means of recovery. To take advantage of this attitude, firms need to demonstrate cooperation to secure favorable terms, as long as the bank's funds are fully secured. Moreover, because bank strategies are dependent on their perceptions of the causes of the problems, managers need to recognize the importance of providing appropriate information to create the right perception.     

Entries and Exits in Foreign Markets: Italian Firms' Multinational Expansion in the European Union

This paper focuses on the expansion strategies in foreign markets of a sample of Italian firms during the period 1987-93. The data reveal strong dynamics in entry and exit strategies and an overall increase in Italian firms' foreign manufacturing activities. Firms seem to be restructuring and reorganising their range of activities in view of the new competitive scenario promoted by the completion of the Single European Market. A logit model investigating the determinants of entry in foreign markets is tested at the firm level. The results suggest that firms' specific resources, target industry and foreign country characteristics are important explanatory variables. Some new insights concerning the export substitution effect, the presence of technological sourcing and the multinational/ diversification dichotomy are also discussed.     

Sovereign debt crises and credit to the private sector

We use micro-level data to analyze emerging markets' private sector access to international debt markets during sovereign debt crises. We find that these crises are systematically accompanied by a decline in foreign credit to domestic private firms, both during debt renegotiations and for over two years after restructuring agreements are reached. This decline is large, statistically significant, and robust. We find that this effect is concentrated in the non-financial sector and is different for firms in the exporting and in the non-exporting sectors. We also find that the magnitude of the effect depends on the type of debt restructuring agreement.