博弈思想在并购企业定价问题中的运用

在并购中,特别是跨国并购中,对企业的价值评估是很重要的。在目前风起云涌的跨国公司对中国国有企业的并购中,企业的定价是一个很有争议的问题。在目前的相关讨论中,很多专家只是讨论各种定价本身的优缺点,但是却很少从并购双方的角度来考虑这个问题。实际上并购企业与目标企业对企业定价的角度是不同的,它们的定价方法存在根本的不同,不可能存在某一种定价方法对双方都是适宜的。所以在价格的确定过程中,实际上存在三个层次的问题:一是目标企业的价值确定,二是并购企业的价值确定,三是双方的博弈过程,并购价格的最终确定是并购企业愿意出的最高价和目标企业所愿意接受的最低价之间谈判的结果。所以说,实际上并购中企业定价的过程就是一个博弈的过程。     

浅谈企业并购中资产并购定价

19世纪末以来,以美国为代表的西方国家已经出现了五次较大规模的企业并购浪潮,而且进入20世纪90年代以来的企业并购浪潮仍在持续不断地高涨.企业并购也越来越多地成为我国经济发展中的一个突出现象和重要内容,企业并购浪潮将以人们难以想象的方式改变我国产业的面貌.从中外企业并购的案例来看,至少90％以上的企业并购最终以失败告终.企业并购作为当今我国经济生活中的一个引人注目的经济现象.资产并购定价也成为现实中的重要经济内容,资产并购定价合理与否是并购成功前提条件之一,定价方法的选择依据不同情况来确定,在现实应用中,合理的定价方法能使买卖双方达到共赢.     

企业并购的定价风险与控制

在企业并购实践中,定价是关键性的一步。一切并购财务决策行为都是以定价为基础,定价越高财务风险就越大,定价越低财务风险就越小。但并购定价并不等于评估价值,评估价值只是并购定价的依据,而不是最终的交易价格,最终的交易价格还需要经过价格谈判。在正常情况下,价格谈判是在评估价值与预期价值之间进行。由于评估价值和预期价值都存在一个真伪或不确定性问题,所以,并购定价有风险是自然而普遍的现象。     

基于EVA的企业并购定价模型研究

伴随企业的发展,并购是企业实现可持续发展的重要途径.但是,在企业并购中,并购定价的合理性,决定着企业并购的成败.EVA并购定价模式在企业并购中有应用,并发挥其作用.本文主要从EVA并购定价在企业中应用优势视角着手,提出该模型的优化策略.     

上市公司并购重组标的资产价值评估与交易定价关系研究

并购重组业务中最核心、也是一直以来困惑实务界的问题就是标的资产交易定价问题。在实际工作中,评估价值和交易价格往往混淆不清。本文针对收益法评估值作为并购重组交易定价的合理性问题,对2009-2011年上市公司并购重组案例中收益法预测值与实际值进行了T检验,并结合实践经验,推导出以评估值为交易定价的唯一依据既不科学也不合理,并详细阐述了企业价值评估与交易定价是两种不同性质的工作,应促进企业价值评估与交易定价的有机结合,正确发挥评估在并购重组各阶段的作用。本文最后分别针对评估领域、并购交易主体双方以及监管部门提出建议:推动评估结论由单一绝对值向价值区间转变、注重博弈过程、精简行政审批以及并购重组市场化等。     

雪津啤酒并购溢价分析

在企业并购的过程中,对并购目标资产的定价是整个并购的核心环节。在这一点上,不同的定价主体从各自的角度出发,选择不同的价值类型和目标市场,最终得出的结论可能会出现较大的差异。在雪津啤酒的并购案例中,这两个因素的影响和作用方式得到充分体现。通过对这一案例的深入分析和系统总结,可以较为具体和有效的说明价值类型和细分市场这两个因素对企业价值评估的影响,在此基础上为企业并购过程中的利益相关者提供参考。     

基于实物期权模型的企业并购项目定价研究

为有效测度企业并购项目的价值,本文在整理相关并购项目价值评估研究文献的基础上,结合企业并购的基本理论及并购项目价值的实物期权特性,构建企业并购项目价值评估的实物期权模型,并利用构建的Black-Scholes模型对企业并购项目期权价值进行定量测算。结果显示,基于实物期权的企业并购项目定价模型弥补了现有模型对企业不确定性价值的低估,为企业客观评价并购项目的真实价值提供了新的思路和方法。     

实物期权在企业并购中的应用研究

目标企业定价在并购行为中具有至关重要的意义,本文将实物期权方法运用于目标企业的定价,并运用Black-Scholes期权定价模型和二叉树定价模型分析了单一期权和多期权条件下并购企业的期权价值。通过例子证明实物期权的运用有利于并购企业更好地评估投资行为本身,并做出正确的决策。     

期权定价法在房地产行业并购目标企业价值评估中的应用

房地产企业之间的并购主要目的之一是获得被并购企业的土地使用权,而实物期权定价法比较适用于基于土地使用权目标并购的企业价值评估,在评估过程中应充分考虑基于土地使用权目标的并购特点     

风险观念、并购溢价与并购完成率

本文考察国家层面的风险观念对并购定价及并购完成率的影响。以主并方为中国企业的并购交易为样本,用权力距离、不确定性规避和集体主义三个维度来衡量国家层面的风险规避程度。研究结果表明,被并方所在国的权力距离、不确定性规避程度、集体主义倾向及总体风险规避程度都与并购溢价显著负相关,与并购完成率显著正相关;中介效应分析表明,被并方所在国的权力距离、不确定性规避程度、集体主义倾向及总体风险规避程度除了直接影响并购完成率外,还通过并购溢价这一中介间接影响并购完成率。本文的研究丰富了并购定价及并购完成率文献,研究结论对中国企业的并购决策具有重要的启示价值。     

Corporate valuation around the world: The effects of governance,growth, and openness

The purpose of this paper is to provide a comprehensive analysis of corporate valuation around the world. Specifically, we (i) document and compare corporate valuation around the world, and (ii) identify the key factors that drive cross-country differences in valuation. In doing so, we utilize the country-level Tobin’s q (CTQ), computed as the ratio of the aggregate market value to book value of all assets held by all public firms domiciled in a country, which amounts to the Tobin’s q for the ‘market portfolio’ of the country. The key findings of the paper are: First, CTQ varies greatly across countries, ranging from 0.73 for Venezuela to 2.11 for Finland, with the international mean of 1.30 during our sample period 1999–2004. Despite the steady integration of the world economy in recent years, corporate valuation remains starkly different across countries. Second, apart from the effect of corporate governance, cross-country differences in corporate valuation are significantly driven by the growth options of countries represented by the R&D intensities, capital expenditures, and GDP growth. In addition, the degree of capital market openness has a significant, independent effect on valuation. Third, our regression analyses show that CTQ varies directly with shareholder rights, enforcement of insider trading laws, GDP growth, R&D intensity, and the degree of capital market openness. The key findings remain robust to the inclusion of inflation and industry effects.     

Corporate Governance in China: a Step Forward

Recently, the presumed benefits of corporate governance have become one of the most contentious issues especially for emerging markets in Asia where institutional settings are quite different from other parts of the world. Using an internationally accepted benchmark (OECD's Principles of Corporate Governance, OECD, 2004 ), this study evaluates the progress of corporate governance practice of Chinese listed companies. A corporate governance index (CGI) is constructed to measure the quality of corporate governance practices of the 100 largest listed firms in China during 2004‐2006. The results show that Chinese companies have been making progress in the corporate governance reform. The findings also show a positive relation between market valuation and overall corporate governance practices, as measured by the CGI, among these Chinese listed companies. Additional investigation reveals that the rights of shareholders are the main driver in the relationship.     

The association between corporate governance and earnings quality: Further evidence using the GOV-Score

This paper reexamines the relation between corporate governance and quality of earnings using a summary governance measure. Prior research has used many surrogates for corporate governance including size and composition of board of directors, existence and composition of audit committee, and extent of institutional ownership. However, the criticism of the extant research has been that corporate governance comprises many facets and is not uni-dimensional. In this study we fill this void by using the Gov-Score developed by Brown and Caylor [Brown, D., and Caylor, M.L., (2006). Corporate governance and firm valuation. Journal of Accounting and Public Policy 25, 409-434.] to measure corporate governance. In the post-Sarbanes-Oxley period, we find evidence of a significant inverse relationship, namely higher levels of corporate governance are associated with lower absolute discretionary accruals and higher quality of earnings. Furthermore, our results suggest that only firms in the highest category of corporate governance experience significantly improved quality of earnings. Finally, as a test of robustness, we document that corporate governance is negatively associated with small earnings surprises. This implies that firms with weak corporate governance are more likely to manage earnings in order to meet or beat analyst forecasts.     

Institutional investors and corporate environmental costs: The roles of investment horizon and investor origin

Using an international data set that quantifies corporate environmental costs, we analyze the influence of institutional investor ownership, particularly investment horizon and investor origin, on the monetized environmental impact generated by their investee firms. Institutional investor ownership is negatively related to corporate environmental costs. This effect is driven by long-term foreign institutional investors, especially investors from advanced economies. Corporate environmental costs are negatively correlated with firm valuation and positively correlated with the cost of equity. Since corporate environmental costs are not reflected in environmental, social and governance ratings, our results shed new light on the role of institutional investors in shaping corporate environmental impact.     

The use of Web sites as a disclosure platform for corporate performance

Adopting a stockholders' interests' perspective, we explore three related questions: (1) What are the scope and patterns of corporate performance disclosure on the Internet? (2) What are the determinants of the extent and scope of corporate performance disclosure on the Internet? (3) Is corporate performance disclosure on the Internet relevant for valuation of a firm's earnings? Corporate performance disclosure relates to corporate actions and initiatives that directly affect society and, ultimately, stockholders' wealth. We focus on Web (HTML) disclosure. Our sample comprises Canada's largest publicly-traded firms, many of which are also SEC registrants. The extent and scope of web disclosure by these firms is rated using a coding grid. Regarding the first question, three disclosure patterns emerge: (1) firms providing disclosure about innovation, development and growth also tend to report about customer value as well as maintaining a Web site with good capabilities (business-related disclosure), (2) disclosure about human/intellectual capital is linked to social responsibility disclosure (social-related disclosure) and, (3) the disclosure of financial performance and corporate governance practices are both closely linked together (financial-related disclosure). Regarding the second question, firms apparently take into account variables proxying for information costs and benefits accruing to stockholders when determining the extent of their Web disclosure. Finally, regarding the third question, a firm's web-based performance disclosure appears to affect its earnings valuation multiple, although in a differential manner according to the nature of the information being conveyed.     

基于企业本质的企业价值新论

企业价值是企业通过对其拥有资源的系统整合与运行,由企业资源以及整合资源的能力所决定的未来盈利能力。企业价值具有持续性、预测性、整体性、可控性、多元性、可估计性及动态性特征。企业价值的驱动因素可归结为资源因素和企业技术创新能力因素两大类因素。以企业价值最大化为导向,有利于企业的可持续发展。     

The internationalization of Chinese companies: Firm characteristics, industry effects and corporate governance

A prominent issue in the internationalization of Chinese firms is that many are state-owned enterprises (SOEs) and that corporate governance in China is highly idiosyncratic. This paper identifies firm characteristics, industry effects and corporate governance mechanisms that foster internationalization. We find that Chinese cross-border mergers create shareholder value, but not more than domestic expansions. Corporate governance mechanisms matter, jointly and individually. While state-ownership predicts fewer cross-border mergers, a favourable board structure and corporate transparency explains higher M&A returns. As in more mature markets, firm- and industry-specific determinants also affect M&As in China.     

An Ohlson valuation framework for valuing corporate governance: The case of Taiwan

We examine the relation between a firm's market value, financial performance, and corporate governance as a cointegrated system in the Ohlson (1995) valuation framework. Using a comprehensive set of 29 governance measures in 4 categories for Taiwanese firms, we find that governance related to ownership structure and divergence between cash flow rights and control rights are important for a firm's market valuation. In particular, information about shareholdings of board directors and supervisors, shareholdings of controlling family, and voting rights are influential for firm value. Controlling for book value and residual incomes in the model, these governance measures track much of the remaining firm valuation that is unrelated to a firm's financial performance. Our findings provide some insight into the intrinsic value of corporate governance and the types of corporate governance mechanisms that are especially important for firms with similar ownership structure and controls.     

The Purpose of the Firm,Valuation, and the Management of Intangibles

This article provides a different way of thinking about, and responding to, four important issues that confront most public companies. First, in articulating the overarching corporate purpose, the author suggests a middle ground between shareholder value maximization and stakeholder theory that aims to achieve the end result of value maximization while taking a “holistic” view that meets most of the demands of stakeholder advocates. As described by the author, there are four critical steps for management and boards in creating such companies: (1) communicating a vision of the company and its purpose to employees as well as investors (and other key outsiders); (2) organizing to survive and prosper through efficiency and innovation; (3) working continuously to develop win‐win relationships with stakeholders and other companies; and (4) taking care of the environment and future generations. Second, in thinking about the corporate purpose and how to evaluate success in achieving it, managements and boards need a valuation model that provides a clear and insightful connection between long‐term corporate performance and market valuation, and how both might be expected to change as the firm matures. A strong case is presented for the life‐cycle valuation model, widely used by money management organizations, in which a company's projected cash flows reflect an expected “fade” in both economic returns on capital and reinvestment rates. The potential uses of this model are illustrated using lifecycle corporate performance data for 3M during the past 50 years. Third, in an effort to capture the value of innovation and investment in intangible assets, the author presents an alternative to the accounting approach of capitalizing and amortizing such assets that attempts to capture their expected future benefits by using more favorable forecasts of long‐term fade rates. Fourth, the author shows how incorporating Life‐cycle Reviews for each of a company's business units as part of its Integrated Reporting could improve management's resource allocation decisions, help build a shareholder base of long‐term investors, and provide management with the support and confidence to resist Wall Street's excessive emphasis on quarterly earnings.     

A comparison of Merton's option pricing model of corporate debt valuation to the use of book values

Many studies use the book value of debt as a proxy for its market value because most corporate debt does not trade. I call this practice the book value of debt (BVD) approximation, and it appears to be justified by the observation that the average market value of debt is close to its book value. Many corporate bonds, however, trade at values significantly different from their book values, and consequently the BVD approximation can create important biases. I compare the accuracy of the BVD approximation to Merton's option pricing (OPT) model of corporate debt valuation, and find consistent evidence that the Merton model provides more accurate estimates. I also show that this model is an easily estimated alternative to the BVD approximation. In short, the BVD approximation not only creates significant biases, but it is also an unnecessary simplification.