外资兼并和收购国有企业的法律问题及对策

20世纪90年代以来,兼并和收购作为企业产权交易和资产重组的一种重要方式,越来越广泛地为各国政府和私人投资者所采用,几乎形成了一种世界性浪潮。在国际投资领域,跨越国境的企业兼并和收购也成为一种新兴的国际投资方式。跨国并购的增长速度(30.2%)已超过了国际间直接投资的增     

用朴实与创新撼动客户——德力印机的成长之路

广东顺德德力印刷机械有限公司(以下简称德力印机)自创办以来,一直致力于凹版印刷机、复合机的专业制造。经过几年的潜心研究,产品在印刷速度、套准精度、稳定可靠、节能环保方面不断得到提升。为了适应市场的需求,德力印机除了顾及经济实用的普遍用户需求外,还专门迎合特殊用户的需要,设计具有人性化高档的生产设备。如今,德力印机除了在印刷、复合设备制造上不断向高精发展外,还推出了电脑检品机、复卷机、系列分切机、涂布机等软包装系列生产设备。在印刷包装设备的制造上迈上了一个新的台阶,为国内的印刷包装用户提供了"顺德制造"的品牌。     

CONSTITUTION AND BYLAWS

In recent times, small business firms have created 80 percent of the new jobs in the United States. Thus, their methodology for capital investment decisions is very important, though it continues to be somewhat different from that used by larger business firms. A questionnaire survey with 232 small business respondents indicates that the payback method is still the preferred approach by 42.7 percent of the firms. Unlike many larger firms, their time horizon is often the period over which a financial institution will extend them funding. In any event, the “average” minimal payback period in the survey averaged 2.81 years, a time period far shorter than the useful life of the asset and one that would indicate a required return far higher than most firms anticipate. Somewhat encouraging was the increased use of discounted cash flow methods (27.6 percent), which is a higher rate of utilization than that indicated in other surveys of smaller firms over the last few decades.     

国内外丙纶发展的现状及展望

介绍了国内外丙纶的生产，消费和产品开发状况，并指出我国丙纶工业起步较晚，发展很快，1996年丙纶产量已达18．61万t，但在结构上不尽合理，企业的开发率不高，必须加强新产品的开发。     

THE INTERACTIONS OF ORGANIZATIONAL AND COMPETITIVE INFLUENCES ON STRATEGY AND PERFORMANCE

Despite much debate in the strategy literatures, there is little consensus as to whether organizational capabilities or market competition are more important in shaping firms’ actions and performance. We suspect that simply comparing firm-level and industry-level influences will continue to prove fruitless for two reasons. In the first place, both organization and competition are clearly important in shaping strategy and performance. In the second place, we suspect that the inconclusive nature of much of the existing research reflects the fact that organizational capabilities, competition, strategy, and performance are fundamentally endogenous. That is, reciprocal interactions at multiple levels of analysis between the environment and the firm shape business strategy and performance, while interactions between strategy and performance, in turn, shape both organizational capabilities and competitive environments. This special issue of the Strategic Management Journal includes papers that focus attention on several dimensions of these interactions. A common theme emerges from the work concerning the sequential nature of the interrelationships. The papers suggest that firms develop organizational capabilities as they act in competitive, institutional, and cognitive environments, where capabilities arise both by design and as the unexpected by-products of firm actions. The capabilities, managers’ understanding of the capabilities, and the historical context that surrounds them then condition firms’ reactions to changes in their environment. The reactions and firm performance in turn affect the structure of the industry, and all these changes generate new information which in turn creates new learning opportunities. Thus, the papers view strategy and performance as an ongoing sequence of capabilities-conditioned adaptations by firms which in turn become exogenous events in the environments of the managers of other firms. For strategy researchers, the important question is not that of which disciplinary perspective or mode of explanation is a more appropriate one, but rather that of the conditions under which a given mode of explanation is most appropriate. © 1997 by John Wiley & Sons, Ltd.     

模切与制版

我国入世后,随着包装行业的发展、技术的提升,以及行业内日益激烈的竞争,市场、客户等对瓦楞纸箱(盒)质量标准、美观度等的要求越来越高。模切技术作为生产高档产品的保证而得到广泛推广。而且在不断发展中延伸到纸箱加工以外的包装装潢等领域。为了保证模切出好的产品,除了有好的设备以外,还要保证制作高质量的模切版。现将平压平模切版制作工艺、材料、辅助工具等的使用情况作一介绍,与大家共同探讨。制作模切版的材料1、高质量的胶合板厚1.4-1.8cm。根据模切不同产品,选择版材厚度。2、模切刀模切刀的好坏直接影响产品的质量。许多厂家为…     

视觉和ID系统帮助汽车制造商节本降耗

Bosch Diesel(一家柴油系统部汽车零部件制造商,位于捷克斯洛伐克伊赫拉瓦)决定安装机器视觉系统以检查产品质量及代码读码器准确与否。汽车零部件制造商及其供应商需要能够使他们在向客户发送产品之前及时测出重大缺陷的技术。这种技术需要提供绝对的元件检验精度,往往仅允许几微米的偏差。     

DIVERSIFICATION AS REAL OPTIONS AND THE IMPLICATIONS ON FIRM-SPECIFIC RISK AND PERFORMANCE

The management literature posits that firms can create value through diversification. In contrast, the established finance literature concludes that diversified firms destroy value.

This paper suggests a way to reconcile these two warring camps by articulating a new theory of the way in which diversification can add value not by increasing performance, but by reducing risk in ways mat investors cannot replicate.

Specifically, diversification, understood dynamically, provides a way for companies competing in especially turbulent industries to hedge the competitive risk attendant to “convergence” phenomena. That is, in industries where the optimal operating scope of a firm is in question because the promise of convergence cannot be exploited using market-mediating mechanisms, firms will “over diversify” as a hedge against uncertain future reconfigurations of industry boundaries.

In other words, these firms diversify as a way to create “real options” on future integration. These options create a form of “strategy insurance” that investors can not recreate with a portfolio of focused firms: investments in two separate, focused firms do not create an option on a single firm that encompasses the activities of those two companies. As uncertainty spawned of convergence begins to fade, strategically-hedged firms will re-focus their operations by exercising or abandoning their options on integration in a manner appropriate to the demands of their newly-defined marketplaces.

Option-creating diversification has potentially profound implications on operating performance and risk profile. Most significantly, options-based diversification is asserted to cause the operating performance of such firms to fall as they diversify and increase as they focus, in keeping with the observations of the finance literature. Yet the firms will have created value for shareholders by compensating for significant strategic risks that investors cannot otherwise hedge.     

RELATED AND UNRELATED DIVERSIFICATION AND THEIR EFFECT ON HUMAN RESOURCE MANAGEMENT CONTROLS

This paper examines the link between related and unrelated diversification and human resource management (HRM) controls. The paper presents a model proposing that the type of corporate (macro) controls used by related or unrelated firms implies a relative emphasis on either flexibility or fit among HRM practices in that related firms emphasize flexibility and unrelated firms emphasize fit. This emphasis on flexibility or fit, in turn, has implications for the use of HRM (micro) controls such as clan, behavior, and outcome controls such that related firms exhibit the use of all three types of HRM controls, while unrelated firms exhibit a relative emphasis on the use of outcome controls. © 1997 by John Wiley & Sons, Ltd.     

COMPETITION AND DISCLOSURE*

There are many laws that require sellers to disclose private information about the quality of their products. But the theoretical justification for these laws is not obvious: economic theory predicts that a seller will voluntarily disclose such quality information, however unfavorable, as long as it is costless to do so. Here we show that competitive pressures between firms can undermine this full disclosure result, and explain why it may be the case that only high‐quality firms choose to disclose. In this setting, mandatory disclosure laws can promote competition and raise consumer surplus at the expense of firm profits, potentially increasing the efficiency of the market.