我国企业跨国并购风险及防范——以吉利并购沃尔沃为例

随着经济全球化的发展,企业跨国并购的数量越来越多。企业实行有效的跨国并购计划,不仅可以改善产品原有的缺陷,还可以扩大商品市场,增加产品的市场份额。并购企业双方最看重的就是实现双赢的局面,但是在并购的过程中,两国企业之间不可避免地会产生一些矛盾和冲突,并且产生一些企业需要及时防范的并购风险,如战略风险、财务风险、管理风险等。     

Performance of bank mergers and acquisitions: a review of the recent empirical evidence

This review provides a comprehensive analysis of the literature on bank mergers and acquisitions with an emphasis on the last decade. The study identifies and analyzes more than 135 publications focusing on this subject. The publications are grouped along their regional focus and the three main empirical methodologies utilized in the literature. The results are documented in detail and their evolution over time is discussed. The key factors influencing the performance of bank mergers and acquisitions, as identified in the relevant literature, are grouped into three categories and evaluated according to their contribution to the success of a merger. This paper concludes with a brief discussion of the influence of managers on the performance of mergers and acquisitions and evidence on regulatory arbitrage through bank mergers and acquisitions.     

Corporate governance and the returns to acquiring firms' shareholders: an international comparison

We examine the effects of mergers on the returns to acquiring companies' shareholders for a large sample of companies from both Anglo‐Saxon and non‐Anglo‐Saxon countries over the 1980s and 1990s. With the important exception of Japan, we find similar patterns of returns across both types of countries. For a sample of 9733 acquiring companies the mean percentage gain over a short window of 21 days is 0.6%. This picture changes dramatically as the market has more time to evaluate the mergers and/or the acquiring firms. After three years, acquirers' shareholders in the United States and continental Europe lost on average 19% of their market value compared to a portfolio of non‐merging firms in their size deciles and their two‐digit industry, in Canada, Australia and New Zealand roughly 16%, and in the four Scandinavian countries almost 15%. Further analysis indicates that some mergers are consistent with the hypothesis that mergers generate synergies, but that a majority of mergers in Continental Europe are explained by the managerial discretion and/or hubris hypothesis. Our findings also suggest that corporate governance institutions in the United States and the other Anglo‐Saxon countries lead to better investment performance than in continental Europe, when one confines one's attention to mergers. Copyright © 2007 John Wiley & Sons, Ltd.     

The Impact of the Big 8 Mergers on Market Power: Evidence from the Hong Kong Market

This study examines the impact of the Big 8 mergers on market power in an audit market where the merging firms have little presence. Audit fee changes for each merger participating firm are identified and fee changes for several post‐merger years are examined. The pre‐merger differential market power between the merging and non‐merging long‐established Big 8 firms (Price Waterhouse and KPMG Peat Marwick) in Hong Kong provides a unique opportunity to examine whether the mergers could help the merging firms to increase their market power. The results are consistent with the hypotheses that the audit fees of the merging firms were significantly lower than that of the non‐merging, long‐established Big 8 firms before the mergers, but the audit fees of the merged firms increased significantly to a level comparable with that of the latter group after the mergers. In addition, the market share of the merged firms increased significantly after the mergers. However, no association is found between market concentration and market power. Overall, the results show that the Big 8 mergers have helped the merged firms increase their market power and market share in the Hong Kong audit market where they had little presence.     

会计师事务所合并、审计市场结构与审计定价

以2006年至2009年初发生的8起"强强联合"会计师事务所合并案为研究对象,分析合并发生前后审计市场结构与审计定价的变化后发现:随着会计师事务所合并案的增多,市场结构呈现出市场集中度增加以及大所之间竞争更为均衡的特点,国内本土所的市场力量在逐渐增强,但与国际"四大"之间还存在着十分明显的差距。从单变量检验来看,合并后会计师事务所对同一客户的审计收费较合并前显著增加,但在控制其他影响审计定价的因素后,合并因素对审计定价虽仍有正向作用,但是在统计上并不显著。     

Acquiring firms' stock returns: Methods of payment,change in leverage,and management ownership

This study examines the effects of the method of payment, change in leverage, and management equity ownership on the acquiring firm's stock returns around the initial announcement date of the merger. Results indicate that stockholders of mergers financed with stocks suffer significant losses. These losses are larger when management ownership is low and smaller in mergers that resulted in acquiring firm leverage decreases. Stockholders of acquiring firms involved in cash mergers gain significant abnormal returns, provided that acquiring firms increase their leverage and that managerial ownership is high. When management equity ownership is low, leverage has no effect on stock returns. When management ownership is high, mergers which resulted in acquiring firm leverage increases have significant positive effects, and those which resulted in acquiring firm leverage decreases have negative but insignificant effects.     

The causes of mergers: tests based on the gains to acquiring firms' shareholders and the size of premia

Despite the large number of event studies of mergers that have been undertaken, considerable disagreement still exists over whether mergers increase the value of the merging firms, and if so why. Most event studies measure the average returns to the acquired and acquiring companies' shareholders separately, and based on these averages conclude either that mergers increase wealth, or that they reduce it. From this the authors go on to claim support either for a hypothesis about how mergers increase efficiency, or for one that claims they do not. This paper develops a methodology that uses the distribution of gains and losses across the two samples of firms, and their relationship to one another to test four hypotheses about why mergers occur: (1) the market‐for‐corporate‐control hypothesis, (2) the synergy hypothesis, (3) the managerial discretion hypothesis, and (4) the hubris hypothesis. The hypotheses are tested with data for 168 mergers between large companies from 1978 through 1990. Considerable support is found for the managerial discretion and hubris hypotheses, and some support is found for the market‐for‐corporate‐control hypothesis. Little or no support is found for the hypothesis that mergers create synergies and that shareholders of both the acquiring and acquired firms share gains from these synergies. Copyright © 2003 John Wiley & Sons, Ltd.     

Mergers to Monopoly

Horizontal mergers between firms that have different costs are examined. Owners can transfer technology to an acquired firm and decide whether to consolidate or operate their firms as separate entities in the product market. Thus mergers can exhibit both efficiencies and a market-power effect. The prices of target firms are determined via a bargaining game. An equilibrium sequence of mergers entails the largest firm targeting the next largest rival firm. Initially, this sequence of mergers with technology transfers involves no consolidations and improves welfare. Ultimately, the acquisitions lead to consolidation and may decrease total welfare.     

跨国并购执行阶段财务风险研究

改革开放以来,中国经济持续高速增长,国内市场逐步开放,国家对“一带一路”的推进也使越来越多的企业试图通过海外并购的方式扩大其国际市场份额,以此提高企业竞争力。但即便有国家政策的支持,想要完成海外并购依旧是困难重重,因此,系统分析所存在的财务风险并加以控制变成重中之重。论文对跨国并购现状进行概述,随后重点分析在执行阶段所存在的几点财务风险,并提出相应的防范建议。     

我国企业并购的财务风险与控制

随着我国经济的高速发展,并购已经成为当前企业实现快速扩张、增强自身竞争力的一种策略,对于企业并购的相关研究也成为财务管理的一个重要内容。从以前很多的并购案例来看,由于有些企业忽视了并购的财务风险而最终导致失败。因此,对并购中财务风险的分析和管理有着重大的现实意义。本文通过对近年来我国企业并购的各项统计数据进行分析,阐述企业并购中财务风险的各种形成因素,并提出了相应控制财务风险的政策建议。     

循证管理在跨国并购中的应用

在经济全球化的背景下,企业之间的并购重组成为突破企业发展瓶颈、提高企业经营能力的一种行之有效的方式。现阶段,我国并没有非常完善的并购理论,而并购中情况的复杂性也使依靠经验的传统管理方式很难发挥作用。为实现并购的有效进行,论文将循证管理的理念引入跨国并购理论中,分析并购中可能产生的风险,并以循证管理的角度给出解决方法,为并购理论提供新的完善思路。     

我国制造业企业跨国并购的区位选择

随着世界第五次并购浪潮的到来,我国企业也越来越多地加入并购大军的行列。我国企业的并购时代是否已经到来?我国企业在进行跨国并购区位选择时时应把目光投向发达国家还是投向发展中国家?本研究主要通过邓宁的国际生产折衷理论对这个问题进行分析和阐述。     

Mergers and Acquisitions, Human Resource Issues and Outcomes: A Review and Suggested Typology*

The article has three aims. First, it reviews recent research on corporate mergers and acquisitions and their impact on human resource issues. Second, it proposes a framework for classifying mergers and acquisitions. Finally, it provides some research questions for examining merger types, human resource management issues and major outcomes.     

并购交易特征与并购绩效——基于后股权分置时代中国上市公司的经验数据

本文基于后股权分置时代中国资本市场的制度背景,选取以上市公司为并购主体的并购交易为样本,研究了并购交易特征对企业并购短期绩效的影响。研究结论表明,采取现金支付的并购绩效高于股票支付的并购绩效;股权收购的并购绩效高于资产收购的并购绩效;并购交易相对规模与并购绩效负相关;同行业并购有利于并购绩效的提升。本文的研究结论既可以为证券市场提高资源配置效率提供重要依据,也可以为规范我国上市公司的并购行为提供重要参考,同时还可以为投资者和并购参与者提供经验认识。     

浅析企业并购的财务风险及控制

随着经济全球化的发展和信息技术革命的突破,在全球范围内,以多国公司为主的大型企业掀起了第五次并购浪潮。随着一个个大型并购活动的开展,相关国家的所涉及的企业组织和产业结构都受到了深远的影响。而在企业并购的过程中,企业的财务活动从开始到结束,贯穿到整个并购活动中,并且影响着企业并购的实施。随着中国经济的发展,越来越多的中国企业也迈开了自己的国内、国际的并购步伐,开始由被并购方转变成并购方。在此背景下,研究企业并购的财务风险,并提出相应的控制和防范措施显得尤为重要。     

Cost effects of mergers and deregulation in the U.S. Rail industry

We attempt to disentangle the effects of deregulation on rail costs from those directly attributable to mergers and acquisitions, employing a translog variable cost function, based on an unbalanced panel data set of annual observations for major U.S. Class I railroads from 1974 to 1986. We find that both deregulation and mergers contributed significantly to cost savings. However, of the accumulated cost savings achieved by the six major firms involved in mergers postderegulation, we estimate that by 1986 about 91% of the reduction in accumulated costs is due to deregulation, and about 9% is directly due to mergers and acquisitions (which in turn were facilitated by regulatory reforms).     

Do retail mergers affect competition? Evidence from grocery retailing

This study estimates the price effects of horizontal mergers in the U.S. grocery retailing industry. We examine fourteen regions affected by mergers, including mergers in highly concentrated and relatively unconcentrated markets. We identify price effects by comparing markets affected by mergers to unaffected markets using difference‐in‐difference estimation with three different comparison groups, propensity score weights, and by using the synthetic control method. Our results are robust to the choice of control group and estimation technique. We find that mergers in highly concentrated markets are most frequently associated with price increases, and mergers in less concentrated markets are most often associated with price decreases.     

不同交易结构下并购的税收成本分析

财税〔2009〕59号文规定了并购特殊性税务处理及一般性税务处理的条件。自政策出台以来,经过了多年实践,但未有不同交易结构下并购的税收成本研究。论文从定量角度分析不同交易结构下并购的税收成本差异,当不考虑非税因素和满足一定的假设条件下,股份支付比例越高,税收成本越低,希望对并购的税收筹划有一定的指导作用。     

频繁并购重组与异常审计收费

以2012—2017年A股上市公司为样本,采用异常审计费用衡量审计师对上市公司频繁并购重组的风险溢价,探究企业频繁并购重组与审计师风险溢价收费的关系,研究发现企业频繁并购重组会导致审计师风险溢价提高。从商誉和盈余管理角度探究其路径机制发现,商誉和真实盈余管理是频繁并购重组导致更高审计师风险溢价两个重要中介变量,而应计盈余管理并没有发挥中介作用,即频繁并购重组企业操纵利润的手段倾向于采用真实盈余管理,而非应计盈余管理。     

Mergers in Two-Sided Markets: An Application to the Canadian Newspaper Industry

In this paper, we study mergers in two-sided industries and, in particular, the effects of mergers in the newspaper industry. We present a model which shows that mergers in two-sided markets may not necessarily lead to higher prices for either side of the market. We test our conclusions by examining a spate of mergers in the Canadian newspaper industry in the late 1990s. Specifically, we analyze prices for both circulation and advertising to try to understand the impact that these mergers had on consumer welfare. We find that greater concentration did not lead to higher prices for either newspaper subscribers or advertisers.