Incentive Asymmetries in the Mergers and Acquisitions Process*

abstract This paper focuses on the relationship between incentive asymmetries and some potentially undesirable outcomes along the mergers and acquisitions (M&A) process which could potentially destroy the shareholder value of the merged corporate entity. Incentive asymmetries are seen as belonging to the three categories of ‘risk‐antecedent’, ‘information‐antecedent’ and ‘pure self‐interest antecedent’. We propose that incentive asymmetries are responsible for increases in the number of M&A projects and that they might create a ‘lemons problem’ with M&A candidates. Incentive asymmetries are also suggested to lead to prolonged contract‐writing phases, biased financial evaluations and acquisition price escalation, as well as undermined post‐M&A integration plans. If resolutions to these problems are sought, the use of high‐ and low‐powered incentive schemes will need to reflect risk, information and pure self‐interest.     

企业并购财务问题研究

并购是企业的一种发展战略,是企业进行直接投资、扩大经营、增强实力的一种方式。企业的并购是一项十分复杂的系统工程,其中涉及法律、管理、经济、财务、市场、金融等各方面的因素,而在众多因素中,财务始终贯穿并购活动的全过程,因此,能否有效地分析和处理好企业并购中的财务问题是并购能否获得成功的关键。     

企业并购财务问题研究

并购是企业的一种发展战略,是企业进行直接投资、扩大经营、增强实力的一种方式.企业的并购是一项十分复杂的系统工程,其中涉及法律、管理、经济、财务、市场、金融等各方面的因素,而在众多因素中,财务始终贯穿并购活动的全过程,因此,能否有效地分析和处理好企业并购中的财务问题是并购能否获得成功的关键.     

Trade Liberalization and Industrial Restructuring: The Role of Cross-Border Mergers and Acquisitions

This paper analyzes industry adjustments to trade liberalization. It introduces cross-border mergers and acquisitions (M&A) as an alternative mode of industrial restructuring to firms' exit. In a two-country Cournot model, we examine the responses of domestic and foreign firms endowed with different technologies for different stages of trade openness. It is found that the less efficient firm loses market shares in its home market at the beginning of trade liberalization. Only for a more advanced level of liberalization, does it take advantage of a larger access to foreign demand. Trade liberalization may therefore harm its profits too strongly, forcing it to leave the market. However, although its incentives decrease with trade liberalization, the high-technology firm may be willing to take it over for low organizational and technological costs of firms' integration. In addition, it may buy it out even if the less efficient firm manages to stay. Then, trade liberalization affects M&A incentives depending on the technological gap. For low and high (medium) gap, there is an inverted U- (W-) shaped relation between trade costs and incentives to merge. Moreover, although technology transfer is assumed to be complete, M&A may lead to a reduction in consumers' welfare. Firms may capture some pro-competitive gains from economic openness. Lastly, an empirical analysis based on a data set of OECD members' multinationals gives some support to these theoretical predictions.     

Mergers and Acquisitions, Human Resource Issues and Outcomes: A Review and Suggested Typology*

The article has three aims. First, it reviews recent research on corporate mergers and acquisitions and their impact on human resource issues. Second, it proposes a framework for classifying mergers and acquisitions. Finally, it provides some research questions for examining merger types, human resource management issues and major outcomes.     

房地产企业并购案例分析——以融创、万达“世纪并购”为例

在国家对房地产产业宏观调控近一步深化的背景下,越来越多的房地产企业开始由过去的拿地竞争转变为现在的控股合并。企业并购能否实现自身战略发展,其动因及风险分析至关重要。本文以万达商业和融创中国"世纪并购"为例,对当今房地产企业并购的双方动因和并购风险进行了系统分析,在此基础上提出对房地产企业的并购的相关对策和建议,为我国房地产行业及房地产企业的良性健康发展提供启示和借鉴。     

企业并购的纳税筹划问题研究

在市场经济不断发展的今天,企业并购活跃在资本市场上,企业可以通过并购达到多样化的经营目标,使其在经营,管理,财务上取得更大的竞争优势。而纳税筹划是进行战略重组,取得利益最大化的重要手段,合理的纳税筹划对企业有着深远的影响。虽然近年来企业并购的纳税筹划日趋完善,但通过一些案例可以看出,其仍然存在一些问题。本文针对企业并购的纳税筹划存在的问题以及相关改进策略进行分析与探究。     

社会网络视角下的中国企业跨国并购文化整合

21世纪以来,中国企业跨国并购数量和规模不断增长,文化整合成为中国企业实现跨国并购协同效应的基本对策。但由于中国企业跨国并购过程中面临逆势文化整合环境,西方学者提出的跨国并购文化整合理论应用到中国企业跨国并购时存在适配性问题。因此,本文基于共现分析和社会网络分析,系统、全面地梳理了中国学者针对中国企业跨国并购文化整合进行的研究。并提出了中国企业跨国并购文化整合模型,对于中国企业更好的“走出去”提供理论支撑和现实指导。     

我国风险投资并购退出方式研究

本文通过对国外风险投资退出方式的介绍，在借鉴国外经验和结合我国实际情况的基础上，分析了各种退出方式在我国的适用性，指出了在我国现阶段条件下，并购退出应成为风险投资的主要退出方式，并对推动风险投资并购退出的发展提出了建议和构想。     

Synergy Evaluation in Mergers and Acquisitions: An Attention-Based View

A core objective of corporate development relates to scope decisions, which regularly involve mergers and acquisitions (M&A). The dominant idea behind M&A is often captured by the umbrella term ‘synergy’. Yet, while performance is the key variable of most M&A studies, how firms arrive at a particular synergetic value for a target firm is not well understood. In this article, we contribute to this body of research. We argue that understanding the determination of synergies in M&A requires a look at the mechanisms that guide managerial attention towards specific valuation practices and synergy types. Specifically, by drawing on the attention-based view of the firm, we show that the evaluation of synergies cannot be divorced from the underlying attention structure in the M&A context and the various valuation practices that constitute different synergy types. Our analysis suggests that synergies often do not reflect the true potential of acquisitions. We reveal that this is due to an attentional crowding-out effect: The congruence of M&A attention structures with valuation practices for functional synergies crowd out the attention allocation to business models and strategic synergies. We describe the characteristics of this crowding-out effect as well as its implications.     

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.     

Social Change: Measurement and Theory*

Societal change, which takes a variety of directions and forms and in no way can be assimilated or reduced to a single dimension, is often accompanied by a perception of insufficient understanding and lack of control. There is a frustrated need for mastering complexity and instability, separating the voluntary from the involuntary, the intended from the unintended, opportunities from risks, getting to the real causes and dominating the uncertain implications of social change. Social change catches us unprepared and confused. In this context statistics are generally considered a fundamental instrument of knowledge, but also part of the problem! In the public debate and in the specialized literature, the ability to measure social phenomena through current statistics and indicators is increasingly questioned. Data-it is claimed-are lacking, particularly longitudinal data; their quality (accuracy, relevance, timeliness, comparability, etc.) should be improved; indicators do not provide early warning signals, policy performance evaluation, and a precise indication of outcomes. Statistics cannot be used as a reliable and timely basis for decision making by individuals, organizations, governments, and for understanding these decisions. In some cases, statistics have been accused of giving a misleading and false picture of reality: do we measure the real extent of social exclusion and unemployment? Do we fully capture the quality of life and the degradation of the environment? Mismeasurement has been deemed by some commentators as being responsible for the wrong focus in inflation and stabilization policies, science and technology, unemployment and poverty. The productivity paradox, the informal economy, failure to measure welfare and the quality of urban life are instances where statistics do not seem to provide complete and satisfactory answers to the demand for information and knowledge. Our paper illustrates how, quite independently of measurement techniques and data production processes, the inadequacy of the conceptual framework may explain mismeasurement in relation to complex (multidimensional) and dynamic social phenomena. It is then to social theories, explanations and interpretations that statisticians need to turn, in order to come to grips with the new challenges in social measurement. We will develop this thesis looking at a few cases where measurement issues can be connected to both theoretical and empirical difficulties. The statistical gap which reveals itself in the mismeasurement or difficult measurement of social phenomena is closely interconnected with the social science gap. Only close collaboration between statisticians and social scientists can bring about continuous advancement in social science and quality improvement in social statistics.     

Dress and Identity: A Turkish Case Study

This paper examines how dress can be implicated in contests regarding individual and organizational identities. Identities are understood as being constituted within discursive regimes, and to be subjectively available to people in the form of self–narratives. The pluralism and polyphony that characterize organizations means that collective self–narratives are likely to be fractured, contested and multi–layered. It is in this context that attire is an important object symbol that conveys information about the individual and collective self. Here we focus on aspects of dress, especially the Islamic headscarf, and its role in the dynamics of collective identity maintenance and challenge in one all–female Turkish university department. Our ethnographic approach yielded multiple, related and sometimes overlapping story lines centred on dress. These we have chosen to represent as a single though multi–voiced faculty narrative in order to facilitate analysis of what was a particularly rich symbolic milieu. The principal research contribution of this paper is as a discussion of participants' clothing in the constitution of individual and organizational narrative identities, and its importance for understanding the dynamics of identity conflicts.     

循证管理在跨国并购中的应用

在经济全球化的背景下,企业之间的并购重组成为突破企业发展瓶颈、提高企业经营能力的一种行之有效的方式。现阶段,我国并没有非常完善的并购理论,而并购中情况的复杂性也使依靠经验的传统管理方式很难发挥作用。为实现并购的有效进行,论文将循证管理的理念引入跨国并购理论中,分析并购中可能产生的风险,并以循证管理的角度给出解决方法,为并购理论提供新的完善思路。     

我国种业企业并购财务管理研究

在市场经济环境下,种业行业的并购整合成为这一时期的主旋律,而要达到种业并购的经济效益,就必须强化企业的财务管理。针对种业并购财务管理存在的一系列问题提出相关标准和要求,并为我国种业企业并购财务管理活动提供建议。     

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     

银行理财产品在企业并购中的应用——基于鞍钢并购攀钢的案例分析

企业收购的多元化融资需求,推动了商业银行的产品创新,也为银行理财产品提供了无风险套利机会。本文基于对鞍钢并购攀钢的案例分析,探讨了理财产品介入企业并购的运作原理与盈利模式,并对其发展趋势进行了探讨。     

Metaphor and the Dynamics of Knowledge in Organization Theory: A Case Study of the Organizational Identity Metaphor*

abstract Despite the increased salience of metaphor in organization theory, there is still very little conceptual machinery for capturing and explaining how metaphor creates and/or reorders knowledge within organization theory. Moreover, prior work on metaphor has insufficiently accounted for the context of interpreting a metaphor. Many metaphors in organization theory, including the ‘organizational identity’ metaphor, have often been treated in singular and monolithic terms; seen to offer a similar or largely synonymous interpretation to theorists and researchers working along the entire spectrum of disciplines (e.g. organizational behaviour, organizational psychology) in organization theory. We argue in this paper that contextual variation however exists in the interpretation of metaphors in organization theory. This argument is developed by proposing and elaborating on a so‐called image‐schematic model of metaphor, which suggests that the image‐schemata (abstract imaginative structures) that are triggered by the metaphorical comparison of concepts may vary among individuals. Accordingly, once different schemata are triggered the completion and interpretation of a metaphor may equally vary among different individuals or, indeed, research communities. These points associated with the image‐schematic model of metaphor are illustrated with a case study of the ‘organizational identity’ metaphor. The case study shows that this particular metaphor has spiralled out into different research communities and has been comprehended in very different ways as different communities work from very different conceptions, or image‐schemata, of ‘organization’ and ‘identity’, and use different theoretical frameworks and constructs as a result. The implications of the image‐schematic view of metaphor for knowledge development and theoretical progress in organization theory are discussed.     

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。