中国企业跨国并购投资中的风险分析

国际形势风云变幻,世界金融危机席卷全球,欧美国家的企业纷纷出现经营困境,世界经营格局发生了巨大变化。这些都为中国企业的跨国并购提供了难得的良机。然而,跨国并购并不是一帆风顺的,甚至可能是一个巨大的陷阱,对并购行为中风险的模糊认识会危及并购企业本身。跨国并购风险分析已经成为了企业实施并购行为时的必要工作。     

Stock market perceptions of the motives for mergers in cases reviewed by the UK competition authorities: an empirical analysis

A number of studies have considered the motivation of managers to follow a merger strategy. However, as far as we are aware none has looked at the influence of competition regulation on merger motives using stock market data and event study techniques. Data drawn from 63 merger cases in the UK between 1989 and 2003 are examined for the stock market's perceptions of what motivated managers to pursue their initial merger bid. The findings suggest that the Synergy and Hubris dominate as motivations for mergers and that, unintentionally, competition policy may help to reduce the number of mergers motivated by Managerialism. Copyright © 2008 John Wiley & Sons, Ltd.     

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。     

An exploratory study of mentor relationships in large CPA firms

By examining the perceptions of junior/senior staff about the value of formal and informal mentoring systems for a recently merged CPA firm, we show how mentoring relationships can serve as a useful resource in its adaptation to rapid change. The study found that accounting professionals in early, middle and advanced career stages all embraced the mentoring process during periods of increased stress resulting from mergers. It appears that mentoring may be an important antidote to stress. The psycho-social aspect of mentoring may help employees cope better with the stressful, non-rewarding conditions that characterize business mergers and the restructurings of CPA firms. Some further discussion regarding formal and informal mentoring is also presented.     

The international drivers of domestic airline mergers in twenty nations: integrating industrial organization and international business

The domestic airline merger phenomenon of the late 1980s and early 1990s sparked a great deal of Industrial Organization (IO) literature; yet, that literature neglected non‐US domestic mergers and potential for international competitive gains. Using an International Business perspective to complement an IO analysis, I argue that factoring international competitive incentives helps explain domestic airline merger activity. A Cournot model of airline competition illustrates that domestic mergers, via enhanced domestic networks and reduced domestic competition, generate international competitive gains. Further, empirical tests—using a structural equations approach on panel data covering interhyphen‐national city‐pair market segments—support domestic mergers improving international competitiveness. Copyright © 2006 John Wiley & Sons, Ltd.     

浅析半导体行业内企业并购动因

国内外半导体公司在本世纪展开了并购重组潮,希望通过并购带来的规模和领导力在半导体市场上获胜。本文从经济学中关于企业并购的不同角度分析,对半导体行业内的企业并购行为受规模经济,协同效应,产业集群效应等的影响进行大概的分析。     

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.     

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.     

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。     

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。     

Privatization from the Acquirer's Perspective: a Mergers and Acquisitions Based Framework

Privatization, especially in developing countries, presents international firms with opportunities for market entry and growth, but acquirers have to consider the distinct characteristics of a state owned enterprise (SOE) and the influence of the government as seller and policy maker. This study introduces a model, based on mergers and acquisitions literature and microeconomic theory, that explains the critical relationships among characteristics of the SOE, the government, and the acquirer. Public administration research suggests that the critical characteristics of SOEs are their sources of funding and their mode of social control of the organization, and recent work in privatizing countries emphasizes the influence of the government. The theoretical framework for the model suggested here is derived from research within the field of strategic management on mergers and acquisitions. The paper develops propositions regarding the organizational fit between private firms and those heretofore owned by governments and discusses research and managerial implications.     

Determinants of the method of payment in mergers and acquisitions

We empirically investigate the determinants of the payment form in mergers and acquisitions and introduce new variables on the target and acquirer investment characteristics to evaluate whether the concerns of target and acquirer shareholders are taken into account. Our sample encompasses mergers between publicly listed US companies from 1985 to 2004. Similarly we also consider the determinants of announcement returns using the same set of variables. We establish the relevance of a previously unreported variable for the determination of the payment form, the correlation of returns between target and acquirer, besides the more established determinants hostile takeovers, and defence mechanisms; weak evidence is found for the significance of budget constraints and no evidence for asymmetric information or tax considerations being a relevant factor. We do not find that announcement returns are explained by the variables considered.     

Corporate restructuring and incentive effects of leverage and taxes

Recent empirical studies have indicated that mergers are value enhancing, yet the theoretical aspects of merger gains have not been as well explored. This paper presents a theoretical analysis of mergers. In the model of the firm presented, outstanding risky debt gives rise to agency costs of underinvestment which are offset by the benefit of debt-related tax shields. The trade-off specifies the optimal leverage for a firm. Within this framework, we then consider whether and under what circumstances firm value could be enhanced by a merger. Under a fairly broad set of assumptions it is shown that most firm combinations ‘improve’ investment incentives and increase the value of debt-related tax shields. Mergers between optimally financed firms result in a merged firm that is also optimally financed, but such mergers are not synergistic. Nevertheless, firm value may be increased if mergers are undertaken in tandem with a refinancing program to bring the combined firms from suboptimal to optimal debt levels.     

跨国物流公司在华并购影响研究

随着我国准时化物流需求逐渐增多,尤其是加入WTO后,外资物流公司在华开展业务的限制不断放宽,越来越多的跨国物流公司纷纷看好我国物流业广阔的发展空间和巨大潜力而进入我国,拉开了全面进攻的架式。面对外资物流公司在中国兼并收购步伐的加快,政府和企业必须对此高度重视并尽快制定相应的政策和措施,提升本土物流行业的竞争力。文中从跨国物流公司在华并购的现状入手,分析了跨国物流公司在华并购的影响,并提出了我国政府和企业应对的策略。     

后金融危机民营企业海外并购SWOT分析

后金融危机时代,世界经济开始脆弱复苏,市场未来发展前景仍不明朗。我国企业"走出去"适逢难得的机遇。继国有企业之后,不少颇具实力的民营企业从"幕后"走向"台前",努力通过海外并购寻求更大的商机。本文采用SWOT分析法剖析民营企业海外并购面临的优劣势、机会与威胁,并据此提出相关建议希望帮助民营企业海外并购获得成功。     

论并购企业的财务决策

在并购企业兼并收购中,财务决策的科学性十分重要,它可使企业避免并购风险,实现成功并购战略。本文在对并购协同效应概念界定的基础上,运用了两种企业价值评估模型对企业并购的协同效应进行了定量分析,并探讨了企业并购决策时应考虑的支付方式问题。     

External Sources of Innovative Capabilities: The Preferences for Strategic Alliances or Mergers and Acquisitions

This paper explores the preferences that companies have as they use alternative (quasi) external sources of innovative competencies such as strategic technology alliances, mergers and acquisitions, or a mix of these. These alternatives are studied in the context of distinct industrial, technological and international settings during the first half of the 1990s. Different strategies followed by companies and the role played by routinized sets of preferences are also taken into consideration. The analysis demonstrates that these options are influenced by both different environmental conditions and firm specific circumstances, such as those related to protecting core businesses.     

Takeover deterrents and cross partial ownership: The case of golden shares

We analyse takeovers in an industry with bilateral capital‐linked firms in cross partial ownership (CPO). Before merger, CPO reduces the profitability of involved firms, confirming the “outsider effect.” However, the impact of CPO upon merger profitability is two‐sided in a Cournot setting. CPO, by cointegrating profits, increases output collusion leading to anticompetitive effects with facilitated mergers in most cases. Nonetheless, a protective threshold exists for which CPO arrangements can reduce the incentives for hostile takeovers. This has potentially significant regulatory implications. An illustrative example showcases the potential relevance of CPO as a defence against hostile takeovers across different industries.     

The Transition from Strategic Technology Alliances to Mergers and Acquisitions: An Exploratory Study

This paper studies a number of research topics derived from the basic question: do interfirm alliances change into mergers and acquisitions as companies that were previously co-operating become integrated? The analysis is limited to the group of strategic technology alliances, i.e. those interfirm agreements for which joint technology development or technology sharing is part of the agreement. The paper first explores the literature that refers to the possible transition from strategic technology alliances to mergers and acquisitions. Based on this we formulate a number of hypotheses regarding the change in modes of governance and several dimensions of this process related to the international distribution of transformed alliances, their industry specificity, the size of firms, and the distribution of contractual and equity agreements. The major finding of our research is that the transformation from strategic technology alliance to merger and acquisition hardly ever takes place. This suggests that alliances and mergers and acquisitions are not part of a rather smooth continuum but they are first of all different modes of governance where one mode certainly does not lead to the other     

Bank mergers and components of risk: An evaluation

The present study empirically examines the contribution of the acquired banks in only the nonconglomerate types of mergers (i.e., banks with banks), where the bulk of the payment is in the form of equity to the acquiring bank and finds overwhelmingly statistically significant evidence that nonconglomerate types of mergers definitely reduce the total as well as the unsystematic risk while having no statistically significant effect on systematic risk. Therefore, it seems that diversification may be a possible motive for bank mergers.