整合时代话并购——访企业并购实践与理论研究专家张伟兵和吕爱兵

上汽收购双龙和罗孚、联想收购IBMPC、盛大并购新浪等一系列重大并购案的发生,让逐渐被淡忘的"并购"话题又重回视野。在过去,中国一些较大规模的并购重组活动多数是政府部门授意下进行的,如大型国有企业间的并购重组等,这种企业之间的并购重组并不代表市场发展的真实需求。而上述发生在海外市场上由中国企业用国际通行的手法实施的并购案例,让人们意识到中国企业的并购活动初露端倪,相关产业已经步入整合阶段。有专家预计2005年将是中国的并购年。回望带着诸多硬伤走过了十多年风雨历程的中国证券市场,中国企业并购将面对什么样的环境,在产业大整合时代背景下,并购会有怎么样的特点与趋势?本刊记者采访了我国企业并购实践与理论研究的资深专家张伟兵与吕爱兵。

批评隐喻分析视角下"并购"语篇中的隐喻研究

修辞批评是西方修辞学中的重要概念之一,适用于任何修辞现象的批评性研究。本文以修辞批评为基础,通过引入西方修辞学中的辞屏等概念构建了批评隐喻分析范式,并以此为理论框架对"并购"语篇中的四类统摄性隐喻的特点进行了归纳与总结。研究表明,"并购"语篇中的隐喻或多或少都会暗含语篇构建者的某种意识形态和修辞动机,而语篇构建者使用隐喻的最终目的是为了实现劝说,达成与受众间的同一。

利用外资第三波——我国吸收FDI将从“合资时代”、“后合资时代”进入“并购时代”

外资并购,渐成热点 去年8月,赛格集团向三星康宁出让部分股权,三星康宁将成为赛格三星第一大股东,其所持股份占公司法人股50％,赛格三星有可能成为我国加入WTO后外资并购第一股。 9月,美国新桥投资集团获准成为国外战略投资者进入深圳发展银行,并取得15％的股权,总金额15亿元,新桥投资将成为深发展第一大股东,成为外资并购国内商业银行的首例。

并购后遗症发作甲骨文再演抢夺SAP客户大战

在2005年的企业级软件市场。甲骨文一系列的收购反衬出SAP的低调。但在很多时候．低调不一定就是坏事情。

“并购狂躁症”的疗方

如果想提升并购的成功率，请在并购开始之前，多问自己一些问题。

Purchasing policy model based on components/parts unification

This paper presents a mathematical model for components/parts unification (CPU) policy. This model considers two components/parts that are functionally interchangeable but purchased from suppliers with different prices and quality characteristics. Because of the buyer's quality preference and suppliers' discount rates for bulky purchases, the model assists the procurement manager to determine how best to purchase the components/parts to meet its demand while minimizing the total acquisition costs.

攻击到底

攻击或收买竞争对手是商家的惯惯用伎俩，与道德无关。

每周时评

“并购”，恐怕是2005年年初在各大媒体出现频率最高的字眼了。自愿并购也罢，恶意收购也罢．所面对的，都是重重阻挠。除并购之外，吸引普通电脑用户眼球最多的，应该是微软频频挥起的“大棒”了。

信使

“城里的人想出去，城外的人想进来”，钱钟书先生的《围城》给人们留下了极深的印象，胡珉先生在《走出物流围城》一文中通过对此话的引用很好地诠释了现今国内物流行业的“并购”热潮。

The determinant of performance of cross-border M＆As in China： A comparative study between overseas Sino and Anglo firms

This study examines the factors that affect the performance of foreign acquiring firms in Chinese M＆As （mergers and acquisitions） market. Comparing between overseas Sino-Group and Anglo-Group, this study found that familiarity and location were the most important factors influencing performance of M＆A transactions in China. It also found that unrelated M＆A deals should be merged with familiarity for gaining positive acquisition performance. The total sample used in this study was 3,442 cases from October 1980 to March 2005. Because this period included all deals of M＆As after the opening of Chinese market in China. The authors＇ finding provided a more universal explanation in the cross-border M＆As in China.

An Analysis of Chinese Acquisitions of Made in Italy Firms in the Luxury Sector

Outward Foreign Direct Investment （OFDI） from emerging economies has begun to increase significantly and has been growing at a faster pace than Foreign Direct Investment （FDI） from the developed world. This research seeks to assess the impact of Chinese acquisitions and their implications for the ＂Made in Italy＂ luxury sector and its firms. This paper presents a cross-case analysis of two Chinese acquisitions in order to provide some in-depth insights into the influences and the motives driving Chinese firms to invest in the luxury Made in Italy sector, the patterns and modes of the Chinese acquisitions as well as the competitive strategies and the distinctive challenges that both investors and acquired firms have to face. From the findings, it emerges that both the investor and the acquired firm need to overcome several key challenges to be mutual benefits from the acquisition.

Due Diligence in Mergers and Acquisitions in Emerging Markets： Evaluated Risk Factors From the Academic and Practical View

The obviously ever increasing number of corporate acquisitions in recent decades has improved the general knowledge and awareness of due diligence for both the industry and research. In the current challenging business environment, acquisitions face a higher degree of risk profiles, especially cross-border acquisitions in the emerging markets. Conducting a thorough due diligence investigation in the context of an acquisition is more important now than ever. In a broad analysis, this paper researches the key risk factors in the acquisition process and their assessment within a due diligence audit in the acquisition phase. The task of this paper is to match the academic and practical view in order to give a more complete understanding of risk factors to be covered in due diligence audit. The starting point is the research of academic findings which basically concentrate on common approaches considering financial, legal, commercial, and some other issues in domestic acquisitions and in developed countries. In contrast, this paper considers risk factors in cross-border and emerging markets transactions. In addition, a number of business consultants publish studies based on surveys on this topic which reflect typical risk factors based on experience of their customers being involved in cross-border acquisitions. Their risk assessment consists of specific regulatory, political, and other factors, which may lead to commercial and reputational impediments in cross-border acquisitions. The outcome of the comparison is a comprehended list of evaluated risk factors, whereby the academic findings are complemented and supported by the practical experience in the business consultant＇s studies. Moreover, the practical approach points to the fact that due diligence scope needs to be suited to the dynamics of the markets. The comparison and the comprehended list of evaluated risk factors call for a more integrated system of due diligence and show herein the research deficit. Hence, the novelty is the compendium of evaluated risk factors which should be assessed in the pre-acquisition phase. The originality of the paper is given by a unique analysis of academic work about acquisition due diligence literature and consultant studies from anonymized practical experience based on insider information.

Introducing Stakeholder-Based Frameworks for Post-merger Integration （PMI） Success

The importance of stakeholder relationship management for successful integration in post-merger management is not doubted. The establishment of a new powerful trend in investments produces strategic shifts in strategic management. Shareholder wealth maximization way of thinking is changing to stakeholder wealth maximization where a company＇s value management system is based not only on economic profit maximization, but also on environmental, social, and governance （ESG） maximization. There is especially a high need for a management system that can be used by mergers and acquisitions （M＆A） practitioners during integration process. There is a critical need for metrics which can trace the interests of all stakeholders, because to achieve success in integration, it is no longer acceptable for management to focus solely on the needs of one or two stakeholder groups. In this article, the authors have introduced two frameworks： sun cube and stakeholder relationship matrix. These tools can be useful in mergers and acquisitions （M＆A） process for conducting a stakeholder analysis.

Possibilities of Business Restructuring Under the Recession

The decrease in business activity and the fall in the production volume in the sectors of economy relying on long-term crediting is characteristic feature of the modern recessions. The pessimistic expectations of entrepreneurs concerning product demand leads to falling direct investment into business despite unlimited investment opportunities due to the developed capital markets nowadays. As a result it has created the opportunity for the development of such business restructuring types as mergers and acquisitions. Potential investors are different and their investment motivation is different, but the goal is the same--to increase the value of the business and its efficiency as a result of mergers and acquisitions. Utilizing borrowed capital for acquisitions of enterprises has many advantages. However, purchasable enterprises are exposed to several financial risk factors.

The Crucial Role of Time in M＆A Activities： An Inductive Exploration

Mergers ＆ acquisitions （M＆As） are important strategic instruments, yet nearly half of all transactions fail, often resulting in disastrous write-offs and losses for corporations and financing institutions alike - despite promising prospects upfront. Applied research has been trying to find a ＂panacea＂ to prevent or at least predict M＆A failure, investigating motives, synergies and performance. Despite the growing unease with the stationary explanatory models in literature, research has only marginally focused on the concept of time, with inquiries into market timing and integration speed. Yet other timing concepts have been neglected in concepts so far despite early empirical evidence for their existence. The purpose of this paper is thus to identify and elaborate on the importance of further relevant theories of timing. For this, and true to the exploratory nature of the topic, the authors have chosen a qualitative comparative case study design based on existing case reports which are investigated for narrations highlighting timing concepts. This study reveals six factors which have a crucial impact on the M＆A outcome： time of acquisition, M＆A duration in its entirety, M＆A sequence, synergy chronology, frequency of acquisitions and time to step back. It contributes to theory and practice in outlining the careful attention that needs to be paid in planning in these factors to enhance the chances of a successful M＆A transaction.

Study on the problems and Countermeasures of enterprise culture integration in M ＆ A in China

Since the nineteen nineties, Chinese economic grows rapidly. Chinese enterprises have become an important force in the world economic growth. At the same time enterprise growth has been accompanied by M ＆ A, the success ofM ＆ A can bring great leap and growth for the enterprise. As for Chinese enterprise, today is an important period of mergers and acquisitions, but the real success ofM ＆ A is less. Through the analysis of the causes for the failure ofM ＆ A enterprise, some research results suggest the following three reasons are the major. First is the ignoring differences in M ＆ A enterprises culture, second is the cultural conflict between no effective solution for mergers and acquisitions, and the third is not able to integrate the cultural reasonably.

Study on the problems and Coumermeasures of enterprise culture integration in M ＆ A in China

Since the nineteen nineties, Chinese economic grows rapidly. Chinese enterprises have become an important force in the world economic growth. At the same time enterprise growth has been accompanied by M ＆ A, the success ofM ＆ A can bring great leap and growth for the enterprise. As for Chinese enterprise, today is an important period of mergers and acquisitions, but the real success ofM ＆ A is less. Through the analysis of the causes for the failure ofM ＆ A enterprise, some research results suggest the following three reasons are the major. First is the ignoring differences in M ＆ A enterprises culture, second is the cultural conflict between no effective solution for mergers and acquisitions, and the third is not able to integrate the cultural reasonably.

Political Connection, the Nature of Property Rights, and Enterprise M＆A Performance——Empirical Study based on the Panel Data of Listed Companies

Mergers and acquisitions （M＆A） are the important methods to quickly acquire external resources, achieve the economies of scale and the economies of scope, improve market share, and expand the scale of enterprise, while M＆A performance is an important index to measure if enterprise M＆A is successful. In this paper, the influence of entrepreneurs＇ political connection on the M＆A driving factors and M＆A efficiency of the enterprises with different property rights are analyzed using 357 mergers and acquisitions of China＇ s 189 listed companies in 2005-2011 as samples based on the distinction between political connection and the nature of enterprise property rights. The results show that the political connection plays a very significant positive influence on the M＆A performances of the central state-owned enterprises and private enterprises, but exerts a very significant negative influence on the local state-owned enterprises; the intensity of entrepreneurs＇ political connection also plays a certain influence on enterprise merger and acquisition, and the central political connection and the local political connection are significantly different in the influence on the enterprise M＆A performance.

Treatment of the Income Tax in Enterprises Merger

Many merger and reorganization is enterprises merger, because merger perplexing, the treatment of income tax accounting exists a variety of complex problems, the merging party obtains the net wealth of the combined party, some include the deferred income tax liabilities and deferred tax assets, there are not included. The merging party merger resulting combined balance in the merging process may affect the current income tax and deferred income tax, but also may not have any effect. This paper goes through the application case on enterprises merger＇ merging party or purchase party tax treatment to carry on analysis, which provides the major reference for accounting theory and accounting practice circles.

Study of China＇s pension merger issues

The merger of the pension not only in relation to the social justice, but also the relationship between the construction of social security system, pensions merger is beyond doubt. Pension dual track the biggest drawback is that a significant loss of fairness, the gap between different groups of pension is too wide, causing social conflicts. The merger of the pension has be imperative. Therefore, it is necessary to establish and perfect the system of the civil service pension insurance legal mandatory occupational pension system, strengthen the basic social pension, broaden the channels for pension investment, reform organs and institutions pension system and pension system Retbrm and civil service pay rise, in order to promote the reform of the civil service pension system. The merger of the pension reform is scientific and reasonable, healthy and orderly and can achieve a smooth transition.