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1.
中国证监会11月16日正式发布《关于加强与上市公司重大资产重组相关股票异常交易监管的暂行规定》,严防上市公司重组中的内幕交易。新规将于2012年12月17日施行。根据规定及沪深交易所配套规则,上市公司停牌进入重大资产重组程序后,证券交易所立即启动股票异常交易核查程序,并及时将股票异常交易  相似文献   

2.
失败的并购重组案例中,标的资产质量不高,盈利能力差强人意是主要因素,这给市场投资者、上市公司等敲响了警钟日前,江泉实业发布公告称,2015年3月2日,公司召开第八届董事会第七次会议,审议并通过了《关于终止重大资产重组事项的议案》等议案。这意味着江泉实业资产重组宣告失败,重组失败的案例新增一家。统计显示,2015年以来已有17家公司宣布终止重组,其中11家公司公告重组失败,3家公司重组被证监会暂停审核,1家公司重组未获股东大会通过,2家公司重组未获发审委通过。对于上市公司并购重组频现失败的现象,无论监管部门还是市场投资者都不应漠视。  相似文献   

3.
曹中铭 《董事会》2014,(11):20-20
正即使那些夸大盈利能力的资产出售方对上市公司进行了补偿,仍然是个中利益最大窃取者。毕竟,通过"跻身"于资本市场,其资产实现"证券化"后,获得了极大的升值,将来的套现将使其获得巨额利益今年下半年以来,上市公司资产重组呈现出越来越火爆之势,同一交易日超过两百家停牌重组的盛况已成常态。如国庆长假前的最后一个交易日沪深两市停牌公司达212家,其中绝大多数"正在筹划重大事项"。在上市公司重组热潮的背后,并购重组的"泡沫化"倾向须引起重视。  相似文献   

4.
上市公司资产重组的六大动因   总被引:2,自引:0,他引:2  
从宏观层次上,资产重组是我国经济增长方式转变和经济结构调整的需要;中观层次上,资产重组是为了适应某一地区或某一行业结构调整的需要;微观层次上,资产重组也就是企业资产重组,微观层次上的企业资产重组从根本上来说要服从宏观或中观层次结构调整的需要。在上述大前提下,就具体企业来说,资产重组的动因又各不相同。本文着重分析了上市公司资产重组的主要动因。归纳起来,上市公司规模过小,股权结构不合理,资产质量差,主业不突出,非经营性资产的剥离,上市公司业绩的分化等成为上市公司资产重组的六大动因。对这些问题的分析、研究,有助于了解上市公司资产重组情况。  相似文献   

5.
通过对当前我国上市公司资产重组的实证分析,笔者认为,资产重组已成为当今股份制企业,特别是上市公司资本运营的重要手段。一方面,通过股份转让、资产存量分解,给越来越多的上市公司带来了新的生机,企业结构调整效果明显,促使企业实现发展战略;但另一方面,由于相关的法律、法规相对滞后,加上短期化利益的驱动,企业资产重组中也不可避免地暴露出一系列的问题,值得深思。1-认识问题。首先,存在认识上的误区。上市公司管理层往往希望通过优质资产的注入或关联交易获得大量投资收益,使公司的业绩在短期内迅速改善,但经过资产重…  相似文献   

6.
上市公司资产重组又有新章法 中国证监会最近发布了《关于规范上市公司重大购买或出售资产行为的通知》。通知规定,上市公司进行重大购买或出售资产交易时,如交易对方已与上市公司控股股东就直接或间接受让上市公司股权事宜,或向上市公司推荐董事事宜达成默契,则这项重组属于关联交易,应执行有关关联交易的规定。同时,交易对方在与上市公  相似文献   

7.
随着国有经济布局和产业结构的调整,国有煤炭企业正在经历着一场大规模的资产重组。资产重组涉及企业经营战略和运作模式的重大调整,如组织合并、重组、裁员和新管理手段运用等,这些变化使得企业原有的雇佣关系发生了根本性改变。员工以忠诚和努力作为条件换来的工作稳定感不复存在,容易对组织失去信任,增大了人力资源整合中的不确定性。在资产重组中人们往往关注财务资源,而忽略了人力资源的重要性。虽然人力资本在企业资产负债表中没有被明确列示,但它却是决定企业重组成败、推动企业业绩增长的核心资产之一。  相似文献   

8.
<正>今年7月17日公布了重组预案后,华菱钢铁在9月25日发布了《重大资产置换及发行股票购买资产并募集配套资金暨关联交易报告书(草案)》,这也意味着今年第一宗A股上市公司"钢铁换金融"(置出钢铁资产、置入金融资产)的资产重组方案基本敲定。根据最新的资产重组计划显示,华菱钢铁将把上市公司除湘潭节能外的其余资产及负债全部置出,由控股股东华菱集团承接。而华菱集团持有的  相似文献   

9.
基于灰色关联度分析的房地产上市公司业绩评价   总被引:1,自引:0,他引:1  
本文以反映我国房地产上市公司经营业绩的财务指标为核心,从盈利能力、偿债能力、资产管理能力、成长能力和股本扩张能力等5个方面选取11个指标,运用灰色关联度分析法对我国53家房地产上市公司经营业绩进行了综合评价、排序,并对评价结果作了进一步的分析.  相似文献   

10.
本文以2009~2019年沪深A股市场发生重大资产重组交易的上市公司为样本,研究业绩承诺对标的资产溢价的影响,并考察资产评估机构声誉对二者关系的调节作用。研究结果表明,并购双方签订业绩承诺会使得标的资产溢价显著提高;业绩承诺激进程度越高,标的资产溢价也越高;且与单向业绩承诺相比,双向业绩承诺对标的资产溢价的作用更加明显。进一步研究发现,资产评估机构声誉能够弱化业绩承诺与标的资产溢价之间的关联关系,即资产评估机构声誉越高,业绩承诺与标的资产溢价之间的负向关系越强。  相似文献   

11.
This study examines the roles played by the environment and realized strategies on firm-level performance in the Japanese machine tool industry. We examine the effect of environment and strategy on performance using longitudinal data on a sample of 25 Japanese machine tool firms over the period 1979-92. Our results indicate that both firm strategies and the environment play significant roles in influencing profitability and growth. More specifically, whereas both strategy and environmental variables are significantly related to firm profitability, only environmental variables are associated with firm growth. Additionally, in contrast to U.S. based studies, we find that capital expenditures and technological change are not negatively associated with profitability. Rather technological change has a positive impact on firm growth. We discuss the implications of these results for strategic management and provide suggestions for future research.  相似文献   

12.
While the impact of divestitures on parent firms has been extensively studied, little attention has been given to the performance of the divested units. Previous research has found that spin-offs and sell-offs were associated with significant positive cumulative abnormal returns. However, these studies have not identified whether these benefits were expected to accrue to the divesting firm, the divested unit, or both. Specifically, this study examined the performance as autonomous firms of a sample of 51 voluntary spin-offs by nonfinancial firms across a 6-year period. Three accounting and financial market measures were tracked from 2 years prior to divestiture through the first three years of independence. No change in pre- and post-spin-off performances was observed except for the decline in profitability return on assets (ROA). The effect of relatedness between the parent company and the spinoff was also examined. Divested units which were unrelated to their parents prior to spinoff reported deterioration in performance. Implications for divestiture and restructuring programs are developed.  相似文献   

13.
Research and development (R&D) investments can help build sustainable competitive advantages and improve firm performance. Nevertheless, managers also acknowledge the difficulties associated with managing R&D and the low chances of success of innovation programs. For this reason, researchers have long been interested in understanding how managers make R&D investment decisions. Research grounded in the behavioral theory of the firm suggests that a primary driver of R&D investment decisions is profitability: when profitability goals have not been met, managers are more likely to initiate a problemistic search through increasing R&D investments. While emphasizing profitability goals and their relationship with R&D investments, prior research largely downplays the role of goals beyond profitability that exist in a significant number of firms (family firms) that are owned and managed by family members whose primary concern is preserving their control over the organization. Research indicates that these family‐centered noneconomic goals lead family managers to minimize R&D investments and that the coexistence of multiple goals produces highly variable R&D investment behavior. Yet, how family‐centered goals for control and profitability enter decision‐making in family firms is not fully understood. In this study, we propose that family managers form distinctive reference points that capture supplier bargaining power and are used to evaluate the degree of external obstruction to their managerial control. The empirical analysis of panel data on 431 private Spanish manufacturing firms observed over the period 2000–2006 shows that the importance of profitability and control goals follows a sequential logic in family firms, such that family firms react more strongly to increasing supplier bargaining power when their profitability reference points have been reached. This study extends current understanding of the distinctive organizational processes engendered by family management in business organizations leading to new research opportunities at the intersection of the innovation management and family business literatures.  相似文献   

14.
Innovation and Research and Development (R&D) investments have been considered in the literature as a significant determinant of corporate development and sustainability. Previous studies have examined the impact of intangibles on financial performance but not extensively within economic environments of intense financial turmoil. The scope of this study is to shed further light on this issue and examine whether R&D investments had an impact on the profitability of Greek firms especially during the sovereign debt crisis. We collected a sample of Greek corporations that have capitalized their R&D investments and paid significant amounts on R&D expenses during the period 2003–2016. Panel regression results indicated that R&D investments and R&D expenses had a negative impact on the profitability of sample firms before the crisis, but during the crisis (2011–2016) firms which managed to sustain or enhance their level of R&D investments achieved to improve their profitability. These findings corroborate our hypotheses that during a period of limited lending and hearse financial turmoil, R&D investments could be a vital tool for sustaining firms' financial performance. The study offers useful implications for managers and regulators, and contributes to the ongoing debate about the impact of R&D investments on corporate performance.  相似文献   

15.
It has widely been suggested that during the 1980s many diversified firms narrowed the scope of their activities by refocusing on core businesses, primarily through divestment activity. This study examines the impact of divestment on firm performance, using an unbalanced panel of 132 UK quoted companies over the period 1985 to 1993. The results suggest that divestment has a positive, significant and substantial effect in raising the profitability of the vendor company. We find limited support for the view that the benefit from divestment is greater for larger and/or more diversified firms and firms operating with weak governance arrangements.  相似文献   

16.
Throughout the pages of JPIM and other publications, researchers and practitioners devote considerable effort to identifying the dimensions of new-product development (NPD) performance that relate most closely to business success. Although we may hope to unveil a set of universal truths about the relationship between NPD performance and business success, the relevant NPD performance measures appear to depend on the industry in which a firm competes. In fact, Christian Terwiesch, Christoph Loch, and Martin Niederkofler suggest that the overall relevance of NPD performance to business success depends on the firm's competitive market environment. In a study of 86 business units operating in 12 different electronics industries worldwide, they develop a market contingency framework for understanding the impact of NPD performance on a firm's profitability. Their study uses data from the “Excellence in Electronics” project, a joint research effort by Stanford University, the University of Augsburg, and McKinsey & Co. They describe market context in terms of three dimensions: market share, market growth, and external stability—that is, the average product life cycle duration in the market. Looking at all 86 business units in the study, they find that industry membership accounts for 23% of the variance in profits, with 18 percent of the variance determined by industry profitability and 5% by the three dimensions of market context. For the firms in the study, development performance has the most significant effect in slow-growth markets and in markets with long product life cycles. In these stable industries, low development intensity, product line freshness, and technical product performance increase profitability. The results indicate that NPD performance plays a much more important role for explaining the profitability of dominant firms than that of the low-market-share firms in the study. NPD performance explains 30% of the profitability variance among the high-market-share business units in the study, but none of the variance for the low-market-share business units. Although the profitability of the smaller firms in the study is driven primarily by the industry environment, these firms can compete on the basis of superior technical performance.  相似文献   

17.
Whereas previous empirical studies have found performance gains from the adoption of multidivisional organization in U.S. and U.K. companies, this paper reports a reduction in profitability for German M-form firms for several years following reorganization, with no sign of an eventual positive gain. These results emerge from a cross-section analysis of 48 among the top 100 German companies. We suggest the constrasting results may flow from certain legal and institutional features, not present in the U.S. and U.K., attenuating potential gains and enlarging short-run transactions costs. These include the role of the banks, the relative concentration of shareholdings and the dual system of company boards.  相似文献   

18.
Research summary: External stakeholders frequently attempt to influence organizations' adoption of new practices through the creation of public ratings. Based on the insights of performance feedback theory, we develop the theory of organizational reactions to external ratings to explain how firms' behaviors depend on their rating scores and their profitability. A central issue in our theory is the conflict between established internal goals and goals introduced by public ratings, with public ratings receiving lower priority than established profitability goals. Our theory suggests that, contrary to the expectations of the external stakeholders, firms targeted for criticism by ratings become less likely to adopt corresponding practices when their profitability is below aspirations. These arguments are supported in data on the diffusion of corporate governance practices in Canada. Managerial summary: Firms and their products are rated and ranked by external agencies ranging from Consumer Reports to magazine rankings of admired, environmental, or well‐governed companies. We investigate whether such ratings affect firm behaviors, and especially whether they can incentivize poorly rated firms to improve their ranking when these firms' profitability is also low. Using the leading corporate governance ranking in Canada, we find that rankings could have adverse effects: when firms have both poor governance ranking and poor profitability they are less likely to adopt governance practices, contrary to the ranking creators' intentions. The findings show that there is a hierarchy of firms' goals, where the goal of profitability comes ahead of other goals imposed by external agencies through ratings and rankings. Copyright © 2016 John Wiley & Sons, Ltd.  相似文献   

19.
The paper investigates whether multinational corporations (MNCs) operating in Portugal and Greece perform differently than domestic firms. Departures from normality of firms’ profitability motivated the use of quantile regression. The results suggest that ownership ties do not make a significant difference with respect to performance of firms in Portugal. Results are similar for firms in Greece. Only when firms in the upper quantiles of gross profits are compared, MNCs are found to significantly perform better than domestic firms. MNCs have to compensate for their liability of foreigness that in spite of their technological advantages they cannot persistently outperform domestic rivals.JEL Classifications: F23, L10, L60, C21  相似文献   

20.
This study investigates the value of the strategic flexibility provided by firms' international investments during an economic crisis, defined here as an unanticipated significant downturn in the economy. To avoid below‐par performance, firms need to adapt quickly to this significant change in their environment, making real options very valuable to them. Although firms' international investments can potentially provide such flexibility, this issue has not been empirically examined in a context of such dramatic negative change. We consider two types of international investments by firms in this regard, foreign direct investments and export‐related international investments, developing two measures that directly assess the flexibility derived from each that are new to the literature. Based on these measures, we find evidence that both types of international investments provided valuable flexibility for Korean firms during the economic crisis conditions. This study contributes to the literature by showing that firms with real options investments in place have a greater ability to flexibly adapt their overall operations in line with unforeseen negative environmental change, in contrast to firms without such investments. Copyright © 2009 John Wiley & Sons, Ltd.  相似文献   

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