关于提升我国上市公司市值管理水平的探讨

伴随着股权分置改革而出现的市值管理正被我国越来越多的上市公司所认知和实践,但由于市值管理是我国资本市场的新事物,许多上市公司还存在着不少认知和行动上的误区。上市公司应该从诚信、系统性规划、良好的公司治理、管理手段的创新、并购重组、做大做强主业、重视资本市场营销、＂社会责任＂意识、危机管理等方面更新市值管理观念。     

浅谈兼并重组煤矿企业基础管理

基础管理是实现企业安全管理科学化、规范化的重要手段,是解决重组煤矿事故多发状况的重要途径。只有筑牢了基础管理,企业方能实现安全发展。针对兼并重组煤矿的特点,提出了加强基础管理的措施和方法。     

Market value effects of acquisitions involving internet firms: a resource‐based analysis

While most prior research suggests that the average change in market value of acquiring firms varies closely around zero, recent research grounded in the resource‐based view and organizational learning theory identify positive returns to acquirers. We contribute to this literature by focusing on acquisitions of Internet firms and the potential for the transfer of scarce resources. We hypothesize that acquisitions made by offline firms of Internet firms and by Internet firms of other Internet firms lead to positive market valuation for the acquirer. Results of an event study of 798 acquisitions of Internet firms provided support for these predictions. We also find that prior alliances with online firms do not reduce the gains from such acquisitions to offline firms. Copyright © 2006 John Wiley & Sons, Ltd.     

基于建立估价模型的企业并购绩效评价研究

企业并购绩效可借助一些方法加以评价,本文重点研究建立估价模型评价并购绩效。本文首先深入研究建立估价模型评价企业并购绩效的基本原理；在此基础上,通过对具体案例并购绩效实证研究进一步验证文中观点。本文认为建立估价模型、借助于EVA评价企业并购绩效是一种比较理想的方法。     

Shareholder Value Creation in European M&As

This paper looks at the value generated to shareholders by the announcement of mergers and acquisitions involving firms in the European Union over the period 1998–2000. Cumulative abnormal shareholder returns due to the announcement of a merger reflect a revision of the expected value resulting from future synergies or wealth redistribution among stakeholders. Target firm shareholders receive on average a statistically significant cumulative abnormal return of 9% in a one‐month window centred on the announcement date. Acquirers’ cumulative abnormal returns are null on average. When distinguishing in terms of the geographical and sectoral dimensions of the merger deals, our main finding is that mergers in industries that had previously been under government control or that are still heavily regulated generate lower value than M&A announcements in unregulated industries. This low value creation in regulated industries becomes significantly negative when the merger involves two firms from different countries and is primarily due to the lower positive return that shareholders of the target firm enjoy upon the announcement of the merger. This evidence is consistent with the existence of obstacles (such as cultural, legal, or transaction barriers) to the successful conclusion of this type of transaction, which lessen the probability of the merger actually being completed as announced and, therefore, reduce its expected value.     

Insights from the new conglomerates

Managers must reconsider their preconceptions about conglomerates, or multi-industry firms as they are now often called, because today's examples have much to teach us about successful corporate strategy. We examined the strategies of the largest conglomerates that have, for a sustained period, practiced the form. Four archetypes are available to managers for adding value to a broad portfolio of businesses. In top-performing firms, the bewildering diversity of end products can blind the casual observer to the intense focus of headquarters and the tight cohesion among the head office, the businesses, and the environment.     

Bandwagon mergers,international competitiveness,and government policy

This paper suggests that while the static welfare losses of merger predilections among Western firms may not be dramatic, they may lead to substantial dynamic losses when merger-prone firms need to compete with firms which instead focus on equipment investment and investments in R&D. It is suggested that such diverging investment priorities have been the real cause of the deteriorating competitiveness of many of the largest Western enterprises vis-à-vis their Japanese rivals. While mergers are generally taken to be determined by either efficiency or monopoly considerations, this paper argues that Western merger predilections are likely to be generated by a combination of imitative and defensive routines as well. That would make it difficult for firms to unilaterally break away from these competitiveness-threatening investments. If correct, this would imply that competition policies would need to be refocused. However, it is also suggested that the implications for international competitiveness should make merger questions a subject of industrial policies too. In that respect, the paper suggests some basic attitudinal changes.Earlier versions of this paper were presented at a Global Forum for Competition and Trade Policy conference in Vienna and at a EUNIP workshop at Åbo Akademi University, Finland. Financial support from the Dutch Ministry of Economic Affairs (contract nos. 54473 and 57305) and the European Commission (contract no. ERB CHRX CT94-0454), research assistance from Michel Renirie and Chee-Wai Chan, and helpful comments from the conference and workshop participants, especially Kurt Bayer and Keith Cowling, are gratefully acknowledged. Only the author is responsible for the contents of, and any flaws in the paper.     

OWNERSHIP STRUCTURE AND FIRM EXIT ROUTES

ABSTRACT

Our study presents empirical evidence about the role of ownership structure for firm exit probability by explicitly differentiating between distinct exit routes (bankruptcy and forced liquidation, voluntary liquidation, mergers and acquisitions – M&A, and removal from the court register). Based on the population of Slovenian firms in the 2006–2012 period and using multinomial probit, our findings support the predictions of agency theory. Ownership concentration, share of the largest owner, and the difference in shares between two largest owners all decrease the likelihood of exit for all studied exit routes but M&A. The magnitude of their impact is largest for exits, in which owners play a decisive role, i.e. voluntary liquidation and removal. The link between the number of primary owners and exit likelihood is U-shaped with the lowest exit probability for firms with around two owners.     

跨国并购后中国企业人力资源整合风险与对策

跨国并购整合的全过程,是人力资源全面驱动的过程,发现企业在跨国并购后人力资源整合风险是避免并购失败最重要的环节。本文从这一角度对人力资源整合风险进行理论探讨,在此基础上分析中国企业跨国并购中面临的具体的人力资源整合风险,并针对这些风险提出了相应的控制策略。