防范和控制国有石油公司海外直接投资的法律风险

海外油气投资金额巨大、法律关系复杂,属于国资委《中央企业全面风险管理指引》规定的重大风险管理对象。中国国有石油公司海外直接投资中的法律风险主要来自于并购或投标阶段以及项目经营阶段。防范海外直接投资法律风险,根本在于转变国有石油公司风险管理理念,全面建立法律风险防控体系。为此,在项目并购过程中,应加强团队协作,对项目进行详尽法律尽职调查;评估法律风险,设计收购协议谈判方案。在项目经营过程中,应重视项目并购后的整合,加强中国国有石油公司内部并购人员和项目经营人员的工作交接,完善标的公司治理结构;重视对资源国投资环境、行业惯例的研究;重视利益相关方关系建设。     

Entry-timing,business groups and early-mover advantage within industry merger waves in emerging markets: A study of Indian firms

Merger waves are periods of intense and concentrated merger activity which exhibit a wave-like pattern. Drawing upon the resource-based view, we examine the timing of entry and early-mover advantage within merger waves. Following a robust simulation-based methodology of wave analysis, we identify merger waves in eight industries during the time period 2000–2014. Firms affiliated to business groups were found to be early movers. A higher degree of internationalization is also associated with early movement of a firm. Within business groups, their multi-entity character is positively associated with early entry whereas their board interlock was negatively related with entry-timing. Further, early moving acquirers reap superior post-acquisition performance, thereby suggesting that early-mover advantages exist within merger waves.     

Technological powerhouse or diluted competence: Techniques for assessing mergers via patent analysis

On a daily basis, we are bombarded with the news of yet another mega–merger. The business press generally greets these announcements with breathless projections based on extrapolations of combined sales, earnings, and R&D spending, with little emphasis on whether the merged companies will be worth the sum of their parts. In this paper we examine patent analysis techniques for evaluating the technological strength of merger candidates, and explore the notion that the technological quality of the merged company may be diluted rather than enhanced. We will also use patent analysis methods for examining the market value of companies, to determine whether a merger target is over– or under–priced. We will explore all of these techniques within the context of a case study of the proposed merger between Glaxo–Wellcome and SmithKline Beecham, although the techniques can be readily applied to any merger within an R&D intensive industry.     

Consequences of model choice in predicting horizontal merger effects

How practitioners model competition influences the predicted effects of a merger. We show how a Bertrand price setting and a second score auction model can be nested within a general bargaining framework. Through numerical simulations, we then show how the predicted merger effects vary with model choice, and that two commonly used strategies for obtaining demand parameters can yield markedly different outcomes across the models. Finally, we show how model and calibration strategy choices affect the magnitude of predicted harm in the 2012 Bazaarvoice/PowerReviews merger.     

加拿大煤炭资源调查研究

对加拿大煤矿投资并购过程中的相关资料和信息进行收集、分析和整理,依据加拿大煤炭行业现有的法律法规体系和行业标准规范,了解加拿大煤炭资源分布概况、种类和分级标准,介绍加拿大运营煤矿及开发项目情况,以及加拿大煤矿建设开发过程中需要的相关许可证和步骤,分析中国煤炭企业在加投资潜力和需要注意的问题,并为其提供参考意见。     

International aspects of merger policy: A survey

This paper surveys the literature on merger policy in open economies. We first adopt a reduced-form approach to derive general insights on the scope for conflict between national antitrust authorities and on the gains from international merger policy coordination. Taking trade costs as given, we use standard oligopoly models to derive conditions on market structure, under which underenforcement or overenforcement of national merger policies can arise. We then study the interactions between merger policy and trade policy, and find that trade liberalization often leads to stricter national merger policies. We conclude by discussing empirical evidence on conflict between antitrust authorities.     

Merger efficiency gains: Evidence from a large transport merger in france

Many industries are seeing an increase in concentration, leading to a discussion on the effectiveness of horizontal merger enforcement. The policy debate shows that one of the key arguments put forward when supporting potential mergers is the possibility of realization of merger efficiency gains, specifically in the transport industry. Yet, there exists little empirical evidence on the actual effects of realized mergers on cost efficiencies. We exploit a large and highly debated merger that took place in the French transport industry to evaluate whether a merger between two major transport groups may give rise to merger efficiency gains. We exploit the industry setting to employ a difference-in-differences methodology evaluating the effect of the merger on operating costs of merging transport groups. Our results show that, no matter the specification considered, we cannot conclude that the merger resulted in any merger specific efficiency gains for the merging parties. Our study relies on the use of several control groups and is robust to a great number of robustness checks as well as to the introduction of heterogeneous treatment effects, depending on the identity of the merging party, as well as the closeness of competition of local operators. Overall, our study contributes to a growing number of case studies undertaken by economists that can help determine whether horizontal merger policy is being properly enforced.     

Proper Treatment of Buyer Power in Merger Review

In this paper, we assess the appropriate treatment of buyer power in merger review. We conclude that, for changes in bargaining outcomes due to a buyer merger to create efficiencies, it must be the case that, post-merger, the parties are able to arrive at a more optimal price schedule, perhaps due to reduced transactions costs. Empirical tests will be important to the evaluation of such efficiencies. We further conclude that, under certain conditions, powerful buyers may be able to prevent higher prices from a merger of suppliers. Once again, empirical tests should guide the evaluation of this merger defense.     

Vertical integration in the TV market: Exclusive provision and program quality

We study how vertical integration in a media market affects investments in premium content. We show that a content provider provides the premium content exclusively to a platform, regardless of the vertical structure of the industry. However, a vertically integrated content provider has lower incentives to invest in quality than an independent one. With asymmetric platforms, the platform with a competitive advantage in the advertising market obtains the exclusive content, and the content provider invests even less when it is integrated with it. We show that the content provider prefers to merge with the platform with a competitive advantage in the advertising market. Vertical integration reduces both consumer and total surplus. Our results suggest that authorities should carefully assess the effects of vertical mergers on the incentives to invest in content quality, incorporating non-price measures in merger analysis. An intervention at the distribution stage that enforces non-exclusive provision reduces quality and may have adverse effects on consumer and total surplus.     

Staples and Office Depot: An Event-Probability Case Study

Investors in financial markets bet their dollars on whether amerger will raise or lower prices. Below, we apply an event-probability methodology to the proposed merger between Staples and Office Depot, which was challenged by the FTC and eventually withdrawn. In addition to a time-series regression,we also look at the effect of the merger in specific event windows. We find highlysignificant returns to the only rival firm in the relevant market. We estimate theprice effect of the merger and find it highly consistent with independent estimates.     

The effect of mergers on variety in grocery retailing

We study a merger between two Dutch supermarket chains to assess its effect on the depth as well as composition of assortment. We adopt a difference-in-differences strategy that exploits local variation in pre-merger competitive conditions and thus in the merger outcomes. To define our control group, we account for selection on observables through a matching procedure. We observe that, after the merger, the assortment of the merging parties converges in markets where they are not directly competing one with the other. Instead, the merging parties reposition their assortment to avoid cannibalization in the areas where they directly competed before the merger. While the target’s stores reduce the depth of their assortment when in direct competition with the acquirer’s, the latter increase their assortment. This suggests that variety is a strategic variable in retail chains’ response to changes in local competition.     

Do Merger Efficiencies Always Mitigate Price Increases?

In a Cournot model with differentiated products, we demonstrate that merger efficiencies in the form of lower marginal costs for the merging firms (the insiders) lead to higher post‐merger prices under certain conditions. Specifically, when the degree of substitutability between the two insiders is not too high relative to that between an insider and an outsider, increased efficiencies may exert upward rather than downward pressure on the prices of the merging firms. Our results suggest that in cases where firms engage in quantity competition, antitrust authorities should not presume that efficiencies will necessarily mitigate the anticompetitive effects of the merger.     

Merger Simulation in the Presence of Large Choice Sets and Consumer Stockpiling: The Case of the Bottled Juice Industry

We simulate the price effects of several hypothetical mergers in the shelf-stable bottled juice industry. In doing so, we highlight the effects of consumer stockpiling on demand elasticity estimates and subsequent merger simulations. This task is complicated by a large number of choice alternatives within the bottled juice category. To address this challenge we employ a demand model based on the Distance Metric (DM) approach of Pinkse et al. (Econometrica 70:1111–1153, 2002). We find that merger simulations that do not account for consumer stockpiling behavior underestimate the permanent price changes that are likely to occur due to a merger.      

Are there waves in merger activity after all?

This paper investigates the merger wave hypothesis for the US and the UK employing a Markov regime-switching model. Using quarterly data covering the last 30 years, for the US, we identify the beginning of a merger wave in the mid 1990s but not the much-discussed 1980s merger wave. We argue that the latter finding can be ascribed to the refined methods of inference offered by the Gibbs sampling approach. As opposed to the US, mergers in the UK exhibit multiple waves, with activity surging in the early 1970s and the late 1980s.     

Exploring firm characteristics that differentiate leaders from followers in industry merger waves: a competitive dynamics perspective

Research in strategic management has shown that the timing of firm participation in a merger wave matters, as early movers have been shown to outperform later ones. However, while the consequences of the timing of action within a merger wave have been assessed, the causes that drive these timing effects remain unknown. We draw on the competitive dynamics perspective to investigate firm‐level factors that influence the large‐scale strategic behavior of leading or following within industry merger waves. We develop hypotheses based on the competitive dynamics argument that the awareness‐motivation‐capability of firms will influence the timing of competitive action. Consistent with this perspective, we show that a firm's strategic orientation, its structure, and its resource base influence the timing of firm entry in merger waves. Copyright © 2012 John Wiley & Sons, Ltd.     

THE CHOICE BETWEEN MERGERS/ACQUISITIONS AND JOINT VENTURES: THE CASE OF JAPANESE INVESTORS IN THE UNITED STATES

This paper investigates the determinants of the choice between two alternative methods of pooling similar and complementary assets: the merger/acquisition and the greenfield equity joint venture. Two theories of the determinants of that choice are tested on a sample of Japanese investments in the United States. The results show that equity joint ventures are preferred over acquisitions when the desired assets are linked to nondesired assets because the U.S. firm owning them is large and not divisionalized, when the Japanese investor has little previous experience of the American market and hence seeks to avoid postmerger integration problems, when the Japanese investor and the U.S. partner manufacture the same product, and when the industry entered is growing neither very rapidly nor very slowly. © 1997 by John Wiley & Sons, Ltd.     

The Competitive Effects of Not-for-Profit Hospital Mergers: A Case Study

Applying conventional horizontal merger enforcement rules to nonprofit hospitals is controversial. Critics contend that the different objective function of not-for-profits entities should mitigate competitive concerns about mergers involving nonprofit hospitals. We analyze a merger that reduced the number of competitors (both nonprofit) in the alleged relevant market from three to two. We find that the transaction was followed by significant price increases; we reject the hypothesis that these price increases reflect higher post-merger quality. This study should help policymakers assess the validity of current merger enforcement rules, especially as they apply to not-for-profit enterprises.     

Changing network pictures: Evidence from mergers and acquisitions

A merger or acquisition may cause dramatic changes in a business network, which in turn affect managerial cognition as well as managerial activities. We use the concepts of ‘network pictures’ and ‘networking’ to illustrate and analyse changes in managerial sense-making and networking activities following a merger or acquisition. The paper focuses on acquiring, acquired or merging parties and those companies with which they have direct customer relationships. Based on three case studies comprising seven acquisitions and one merger, we show that following a merger or acquisition managers may need to adapt their previous network pictures in a radical way; these adaptations are, however, not always realized as shifts in network pictures and adjustments in networking activities by all the managers involved. Whereas the merging parties' network pictures and networking activities are largely driven by their perception of customers' needs and developments, it is not certain that the merger or acquisition is enacted accordingly. The paper contributes to a clearer view on the conceptual interdependence of the constructs of network pictures and networking in multi-actor situations and thus it develops a network perspective on mergers and acquisitions.     

Exploring the incremental merger value from multimarket and technology arguments

We address the question through which channels mergers create incremental value to merging firms and consider various product market and technological arguments. Based on the pairwise stable allocation concept, we estimate firms’ pair-specific (incremental) merger value functions. Our results show that technological arguments contribute to the majority of added merger value. We also find that market power arguments across multiple markets contribute to explaining incremental post-merger value. In contrast, multimarket strategic effects do not add merger value. Our estimated match values are aligned with the merging firms’ post-merger stock market performance.     

Mergers when firms compete by choosing both price and promotion

We analyze the bias from predicting merger effects using structural models of price competition when firms actually compete using both price and promotion. We extend the standard merger simulation framework to allow for competition over both price and promotion and ask what happens if we ignore promotional competition. This model is applied to the super-premium ice cream industry, where a merger between Nestlé and Dreyer's was challenged by the Federal Trade Commission. We find that ignoring promotional competition significantly biases the predicted price effects of a merger to monopoly (5% instead of 12%). About three-fourths of the difference can be attributed to estimation bias (estimated demand is too elastic), with the remainder due to extrapolation bias from assuming post-merger promotional activity stays constant (instead it declines by 31%).