浅谈外资在华并购

随着中国经济的快速发展以及融入全球化程度的加深,发生在20世纪90年代的第五次并购浪潮不可避免地将中国卷入其中,外资在华并购案呈增多趋势,同时对外资在华并购的争议也从未停止。要客观看待外资在华并购活动,趋利避害,充分利用并购吸引外资、引进技术,促进我国技术升级与产业结构调整,同时要加快完善相关法律与规范,监督、引导外资在华并购。     

我国企业海外并购整合战略探析

随着我国经济的高速发展,我国企业跨国并购活动日益活跃。尽管在此起彼伏的并购浪潮中还存在着诸多问题乃至失败,但是我国企业进行海外并购已成为必然趋势。根据当前我国企业进行跨国并购的现状及特点,分析了我国企业并购整合中的各个因素,提出海外并购在战略、资源和文化等方面相应的整合战略。     

中国海外并购现状与风险浅析

由于经济全球化的快速发展,越来越多的跨国公司进行着并购活动,无论是国内并购还是国外并购在2012年都发生的十分频繁,这种并购的浪潮值得关注,尤其是海外并购的风险分析。自从我国加入了WTO,使得我国经济加入了世界的发展步伐中。本文将对中国企业海外并购现状进行多角度分析,并针对中国企业海外并购存在的风险进行全面分析。     

外资并购我国上市公司绩效研究

以2005年内外资企业作为并购主体,我国上市公司作为并购目标的并购事件作为研究对象,以并购活动中作为目标公司的我国上市公司作为样本,通过不同类型的财务指标建立指标体系,并应用因子分析法与wilcoxon配对检验方法,对我国外资并购上市公司的长期绩效进行研究:说明外资并购我国上市公司业绩并没有改善,外资并购活动并不算成功.其原因主要是并购双方的价值观、企业文化和管理模式的不同及其并购双方目标差异冲突影响了外资并购效果.     

央企业地方国企并购动因分析

并购重组是企业扩大规模,壮大实力重要的途径之一。而在我国的经济结构中,央企和国企一直占据主导地位。近几年,央企与地方国企并购逐渐升温,在并购热潮的背后,我们应当分析央企并购重组地方国企浪潮高涨的真正动因,这有利于我们了解并购重组活动参与各方的利益需求,理解央企与地方国企并购重组过程中重组方案的实施,有助于剖析我国国有经济的发展方向。     

企业并购实践与理论思考

本文认为,获取核心能力是企业并购行为最本质、最根本的动因,技术革命和经济发展是催生企业并购的重要因素.技术革命带动经济发展,经济发展促进企业并购,企业并购反作用于经济发展.我国企业的并购行为与经济转型和企业改革密切相联,随着越来越多外资企业的进入,未来我国企业强强联合的并购活动将呈急剧发展之势.     

谈外资跨国并购与我国自主品牌发展

跨国并购已成为跨国直接投资的最主要方式,我国是世界第三大并购市场.在跨国并购的浪潮中,我国的自主品牌也受到了冲击,给国家安全和经济发展带来了负面影响.因此如何在利用外资与发展自主品牌之间寻求平衡点是目前必须深入研究的命题.     

投行介入企业并购经济合理性剖析

当前,世界企业并购浪潮一浪高过一浪,我国的企业并购案例也在日渐增多。在这些并购活动中,投资银行发挥着重大作用。本文从经济合理性角度剖析了投资银行介入企业并购的重大意义。     

中国企业海外并购特点研究

20世纪90年代开始的以跨国并购为主的第五次并购浪潮越演越烈,中国加入WTO后,中国经济融入世界经济的速度加快,程度加深,国内企业借助国外大型公司发展的经验,也加快了并购的步伐,并且,并购公司兼并目标公司的动机越来越明确,战略性越来越强。但是,我国在企业并购方面的起步较晚是不争的事实,尤其是在跨国并购方面,我国的企业还有很长的路要走。因此,在现实的基础上深入的研究中国企业的海外并购对于完善中国的海外并购体系以及提出相关的建议具有重要的意义。     

医药企业并购的财务风险及管控策略研究

并购主要是对企业进行兼并和收购,这是企业快速发展、转型升级的重要途径之一。我国市场经济发展深化,经济主旋律变为结构调整、行业整合和产业升级,掀起大规模的企业并购浪潮。医药企业作为新兴产业中的重要组成,伴随着企业规模的壮大,在近几年的并购活动中表现活跃。财务风险管控是医药企业并购的重点之一,直接影响医药企业并购的效率。企业应通过多项措施,防范和管理并购过程中的财务风险,充分挖掘协同效应,更好的提升企业并购效率,为并购成功和效益奠定基础。     

Merger waves,entry-timing,and cross-border acquisition completion: A frictional lens perspective

We study the impact of deal announcement and entry-timing within a cross-border acquisition (CBA) wave on the likelihood of acquisition completion. Drawing upon the frictional lens perspective, we identify two types of frictional forces- wave-friction and partner-friction within merger waves. We follow a simulation-based methodology and identify three CBA waves for Indian acquirers between 1995 and 2015. Our findings suggest that acquisition announcement within a merger wave as compared to outside of a wave is negatively related to the likelihood of deal completion. Further, within a merger wave, we find an inverted U-shaped relationship between entry-timing and the likelihood of deal completion.     

Industry Merger Intensity and Cost of Capital

Using a panel of industry‐average implied cost of equity capital and the value of prior year aggregate industry mergers, we find strong evidence that the industry cost of equity capital is negatively associated with industry merger activity. Our evidence is consistent with greater media coverage, analyst following, or increase in investor attention associated with industry merger activity lowering the required return on equity for firms in an industry that is not involved in merger activity via the ‘information risk’ or ‘incomplete information’ channels.     

Consequences of Riding Takeover Waves: Australian Evidence

This paper uses Australian data to analyze takeover bid premiums and long‐term abnormal returns for mergers that occur during wave and non‐wave periods. Findings reveal that bid premiums are slightly lower in wave periods, and bidding firms earn normal post‐takeover returns (relative to a portfolio of firms matched on size and survival) if their bids were made in non‐wave periods. However, bidders who announced their takeover bids during wave periods exhibit significant underperformance. For mergers that took place within waves, there is no difference in bid premiums nor is there a difference in the long‐run returns of bidders involved during the first half and second half of the waves. We find that none of prominent theories of merger waves (managerial, misvaluation, and neoclassical) can fully account for Australian takeover waves and their effects. Instead, our results suggest that Banal‐Estanol et al.'s screening theory of merger activity, by combining the misvaluation and neoclassical theories, may provide a better explanation.     

Reforming European Merger Review: Targeting Problem Areas in Policy Outcomes

This paper is an attempt to derive priorities for the reform of European merger policy from observed problems with decision making in merger cases. We identify problems in the application of theory and empirical method as well as the impact of resource constraints and the potential for systematic decision bias. In contrast to the intense debate about the merits of a switch from a dominance criterion to a significant lessening of competition test, we find that such a switch would not effectively address any of the problems in Commision decision making on mergers. Similarly, the lack of an efficiency defense does not seem to explain any of the weaknesses of European merger policy. In contrast, we find that most of the problem areas identified in current merger control practice can be effectively addressed by reforming the merger procedure, the internal organization of merger control in the Commission, as well as addressing resource issues. Together with carefully crafted merger guidelines these should have strong priority for the reform of merger policy in Europe.     

论中国的跨国兼并审查——兼评西方对中国《反垄断法》的观点

美国和欧盟有非常成熟的兼并审查制度。2008年中国的《反垄断法》正式实施,其受到了西方的广泛关注。中国的兼并审查在实体标准和程序机制与美国和欧盟既相似,又有区别。由于中国的历史、目标和当前的问题明显不同于美国和欧盟,因此《反垄断法》在审查兼并所考虑的因素方面已超出了兼并的竞争效果的范围,而包括了兼并对"竞争者"和"国民经济发展"的影响。国际社会应给予中国发展和完善反垄断法的空间,使中国能够在不对国际商业施加负担的情况下实现其特有的目标。对于兼并审查的程序,中国应考虑发展和明确申报体系中有关"控制"的标准,并在条例中规定下来,使其更加可行,以达到在不对国家主权造成侵害的前提下减少对跨国兼并威胁的目的。     

Impact of Horizontal Mergers on Research & Development and Patenting: Evidence from Merger Challenges in the U.S.

This paper contributes further empirical evidence on the effects of mergers on innovation using company level data. Evidence on this issue has implications for the relationship between innovation and market concentration. Our departure from previous work is that we focus on a sample of horizontal mergers whose market concentration impacts were flagged by U.S. antitrust authorities as potentially posing a problem for antitrust law compliance. We employ propensity score matching and difference-in-differences estimation to compare the innovation activities of challenged and non-challenged merger firms to a control group of non-merged firms. We use R&D, patent grants, and citation-weighted patent grants to measure the innovation activities of firms before and after a merger. Our results indicate that the post-merger innovation outcomes of firms whose mergers were challenged are lower than they would have been had the firms not merged. But for non-challenged mergers, or mergers that do not raise concerns about market concentration, post-merger innovation outcomes are not significantly different from what they would have been without a merger.     

Modes of Foreign Direct Investment and Patterns of Trade: An Alternative Empirical Approach

Modes of FDI can be clarified by analysing the changing patterns of trade among host, home and third countries. However, most empirical experiments of foreign direct investment (FDI) determinants have been confined to general characteristics of host countries and multinational enterprises' outward investment activities. This may not clearly characterise the specific characteristics of inward FDI in regard to the host country. Thus, we introduce an alternative approach to clarify modes of FDI by investigating the link between patterns of trade and inward FDI. To empirically test whether our approach is applicable, we choose China during the period 1998–2007. We construct a modified gravity equation of bilateral trade while considering spatially lagged interdependence between host, home and third countries. The problem of endogeneity is controlled by applying the system generalised method of moments (GMM) estimation technique. Our findings are consistent with results in existing studies on modes of outward FDI to China and prove that our approach in dealing with the link between patterns of trade and inward FDI has wide applicability to all modes of FDI. We discover there is strong evidence for statistically significant complementarity between bilateral trade and inward FDI within the aggregate trade data. As we decompose the aggregate trade data into final and intermediate goods, we find the motivation concerning export‐platform and complex vertical FDI is very significant. In addition, as we separate the bilateral partners into developing partners and developed partners, we find both bilateral and multilateral linkages are much stronger with developing partners.     

The impact of mergers in banking : Evidence from a nationwide sample of federally chartered banks

Spurred by deregulation, cost, and risk factors, commercial bank mergers have accelerated sharply in recent years. Many banks appear to be positioning themselves for the advent of interstate banking through holding company or reciprocal branching arrangements. Yet, the performance effects of mergers among operating U.S. banks (as opposed to holding company acquisitions) have been examined both infrequently and inconclusively. This study focuses upon the characteristics and performance effects of national bank mergers occurring during the 1970–1980 period. Acquiring national banks were found to have lower operating efficiency and productivity than nonmerging banks and their profitability did not increase following the mergers, but credit availability, productivity, loan losses, deposit service charges, and interest-rate risk did rise. Frequency of merger activity did not significantly influence bank profitability or growth, but did augment stockholder risks and increase business and real-estate credit. In the aggregate, national bank mergers appeared to result neither in significant service benefits nor in significant service costs to the public.Spurred by deregulation of the industry, rising cost pressures, and increased operating risk, merger transactions among U.S. banks have soared in recent years. During the 1982–1986 period, for example, banking led all other industries in the number of consummated mergers and consistently was among the ten leading U.S. industries in the estimated market value of merger agreements. Moreover, the recent upsurge in reciprocal interstate banking agreements and proposals for fully legalized interstate banking hold out the prospect for a further acceleration in bank merger transactions in the years ahead. In view of the fact that legislation in more than 30 states now permits some form of interstate banking by merger or de novo entry and a June 1985 ruling of the U.S. Supreme Court has legitimized regional banking compacts, the public and private impact of bank mergers becomes of much greater importance as a research focus.Despite the magnitude of recent bank merger transactions and their implications for the public, the research literature in this area is surprisingly meager and often contradictory. This article is an attempt to focus more sharply on recent research findings, provide additional evidence concerning the effects of mergers on the financial performance of banks, and assess their impact on the public's interest in an adequate supply of financial services.     

When Is One Plus One More Than Two? Theory and Evidence of Merger Motivations

We devise a neoclassical economic model that reveals the underlying motivations for mergers, without resorting to distorted firm decisions or stock market inefficiency. Using empirical analyses to verify the model's predictions, we discover that mergers are more likely in economic booms than in recessions. Furthermore, we assert that a firm with insufficient physical capital is likely a bidder in a merger, whereas a firm with large physical capital is likely a target. Our findings are largely consistent with the waves of mergers during economic booms and the theory on operational synergies.