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.

A Critical Study of Mergers and Acquisitions

This article presents and analyses the theories with respect to mergers and acquisitions, and list why companies or firms need to be reorganised. Different types of mergers occur under different situations. Mergers between companies which have same products or services called horizontal mergers; mergers between companies which have buyer-seller relationship called vertical mergers; and companies which have different business fields always use conglomerate mergers. The main motive of companies or firms choosing merger or acquisition is synergy.

Modeling the factors that influence knowledge transfer in mergers and acquisitions

This paper constructs a model on the factors that influence knowledge transfer in mergers and acquisitions(M&A) and validates it via questionnaire surveys. Using 125valid collected questionnaires, multiple linear regression analysis and hierarchical regression analysis showed that five out of the ten factors had a positive effect on knowledge transfer effect. The ranking of factor importance, from high to low, was knowledge explicitness, relationship quality, learning intent, advanced transfer activities, and learning capability, which is fairly consistent with positive factors observed in other interorganizational knowledge transfer researches. Our results also showed that one of the control variables(size of acquired firm) had neither a direct or indirect effect on knowledge transfer in M&A. Additionally, our research found that knowledge distance and degree of M&A integration had a positive influence on knowledge transfer effect at the early stage after M&A, but had a negative influence at the late stage. Based on this research, several suggestions for knowledge transfer in M&A are proposed.

Mergers and Acquisitions: An Efficiency Evaluation

This article sheds light on how synergies arise through mergers and acquisitions (M&A). Enterprises go through the process of Mergers and Acquisitions (M&A) with the goal of improving performance, increasing efficiency and obtaining business synergy. Prior literature suggests that synergies could arise due to taxes, market power or efficiency improvements. This study evaluates the efficiency of M&A in Brazil among publicly-traded companies. We used models with multiple objectives from Goal Programming and Data Envelopment Analysis (GPDEA), employing accounting indicators as input and output variables, and thus evaluated the emergence of synergy gains. These models allow us to analyze and classify the M&A according to the efficiency obtained in such processes. Some of the M&A cases analyzed were mistakenly considered efficient when used traditional models. And, as expected, the GPDEA was proved to be superior to classical models;however it was noticed that few of the cases investigated were proved to be effective. We presented a new application for multi-objective approach that can be used to assess mergers and acquisitions. The dualapplication of GPDEA provided a greater understanding of efficiency generation in synergy creation by means of M&A.

Selection of Mergers and Acquisitions by Foreign Capital in Open Economies

By a linear Cournot model, the factors associated with the integration of two firms are discussed in terms of their effects on the private surplus and the social welfare in economies with varying extent of openness. Meanwhile, the trade policy of the host government is taken into account. It is concluded that the more open the economy and the more intense the competition, the less profitable the integration; the most important determinant to the changes of the domestic social welfare is the industry strength of the host country. The host authority can enhance the domestic social welfare in two ways： to adjust the trade policy and to only approve the socially desirable cross-border mergers and acquisitions.

Economic Policy Uncertainty and Corporate Mergers and Acquisitions

In recent years,the frequent adjustment of the government’s economic policies and the uncertainty of foreign economic situations have made the degree of uncertainty of China’s economic policies rise continuously.The increasing degree of policy uncertainty will inevitably affect the investment and financing decisions of micro enterprises.Then,how does economic policy uncertainty(EPU)affect mergers and acquisitions(M&A)behavior?What’s the mechanism?Based on the above questions,this paper uses the data of non-financial listed companies in the Shanghai and Shenzhen stock exchanges from 2008 to 2018 as a sample to explore the relationship between EPU and M&A.The study shows that rising EPU will promote corporate M&A behavior,and this effect is more significant in slow-growth companies.The relationship between EPU and M&A is affected by corporate governance,stock price volatility and financing constraints.Specifically,the company’s M&A size is more sensitive to EPU with higher level of corporate governance,higher level of stock price volatility,and lesser financing constraints.Further research shows that the rise of EPU will significantly promote the improvement of M&A performance in the short-term,but this effect does not exist in the long-term.Various robustness checks do not change the empirical results of this paper.

The Efficient Market Theory and Mergers and Acquisitions （M＆As） Puzzle： Evidence From Italy

The efficient market theory is a central point in finance. If the capital market is competitive, the investors cannot expect superior gains from their investment strategies with respect to the risk profile. Event studies are an approach to verify the impact of the information on the stock prices. In an efficient market, stock prices should fully, promptly, and quickly capture all the information. Instead, the market shows phenomena of an under-reaction and over-reaction for both the short and the long run. The mergers and acquisitions （M＆As） are examples of anomalies. Often, the bidder companies record the negative abnormal returns for both the short and the long run. In contrast to the efficient market theory, the empirical evidence shows that this phenomenon is widespread in all （or most of） the countries of the world. This work examines the long-run performance in M＆As. For this purpose, 40 bidders were observed in Italy during the period of 1994-2008 among listed companies. The buy and hold abnormal returns （BHARs） methodology was used, with which it was possible to observe the returns for three years following the deal.

Enhancing mergers and acquisition quality,accelerating technological innovation and achieving the second leap of China's steel industry

Over the past 10 years, China＇s steel industry has made a substantial development in terms of scale, and has finally become a steel giant in the world. In the upcoming 10 years, fundamental changes will be made with the economic growth in China. Against this background, China＇ s steel industry will shift from a rapid development to a slow but sound development. In order to fulfill the second leap of China＇s steel industry, based on its current developing status and characteristics, and from the perspective of both national and corporate development, mergers and acquisition are both effective ways to raise the quality of the existing stock of asset in the steel industry, while technological innovation is the solid foundation for its second leap.

Risk Assessment and Control in Medical Investment,Merger,and Acquisition

The risk assessment and control of medical investment,merger,and acquisition are crucial topics within the medical industry,encompassing various aspects of investment,merger,and acquisition within this sector.The process primarily targets the unique nature and associated risks of the medical industry,focusing on effective risk management and control strategies to facilitate the smooth progression of investment,merger,and acquisition activities.

Cash holdings,corporate governance,and acquirer returns

Background:The wealth effect of limiting shareholder rights via anti-takeover provisions(ATPs)is a contentious issue.By taking the differential effect hypothesis perspective,our study aims to provide additional evidence about the relation between ATPs and acquisition performance.Methods:We examine the interaction of antitakeover provisions(ATPs)with firm characteristics and governance environment in explaining the cross-section of bidder announcement returns.Using a sample of 3,340 completed acquisitions by 1,217 firms during 1996–2006,we test the association between ATPs,firm characteristics,and governance environments with bidder returns.Results:We find that ATPs hurt acquisition performance only when acquirers hold a high level of excess cash.Similarly,ATPs are associated with lower bidder returns only when industry competition is weak and public pension fund ownership is low as well.By contrast,when industry competition is intense and/or public pension fund ownership is high,ATPs do not hurt bidder returns.Conclusions:The complementarity among ATPs,excess cash,industry competition,and public pension fund ownership suggests that ATPs per se do not necessarily result in value-destroying acquisitions for all firms.We address the endogeneity issue of unknown variables by using a proxy for firm prestige and draw the same conclusions.

ANALYSING METHOD FOR THE FORMULATING PROCESS OF ENTERPRISE MERGER AND ACQUISITION STRAGEGIES BASED PETRI NET

For the first time, this paper introduces Petri net theory to the domain of enterprise strategy management, puts forword a new way by using Petri net to analyse and describe the formulating process of enterprise merger and acquisition strategies, provides a clear and simple tool for supporting the management bureau of enterprise to make its merger and acquisition strategies.

Financial Boundaries Condition Analyzing Model for Non-equity Corporate Merger and Acquisition Decisions

The financial boundaries of negotiation for the acquirer and acquiree of a non-equity corporate Merger & Acquisition (hereafter M&A) is defined. A new analyzing model to determine financial boundary for thc M&A decision is developed. The negotiation range of transaction price and condition for the acquirer and acquiree by quantitative analyzing is put forward.

复星医药跨国并购Gland Pharma效应与风险分析

21世纪以来,我国医药市场也成为仅次于美国的全球第二大医药市场,我国部分医药企业也逐步进行全球布局和经营。2017年,上海复星医药(集团)股份有限公司耗资10.91亿美元收购印度Gland Pharma公司,虽能获得拓展海外市场、战略互补、合作市场前景巨大等优势,但也存在中印关系不稳定、印度外资政策变动、组织架构调整、人员整合、文化协同等挑战。

Russian M&A Market:Dynamics and Current State

We identify five phases in the formation of M&A from the beginning until the newest developments when economic sanctions were imposed.The paper summarizes the results of empirical analysis of mergers and acquisitions(M&A)of Russian companies over the period 1995-2013.To capture the time series behaviour of M&A processes,we fit an autoregressive integrated moving average(ARIMA)model.We further analysed co-integration of M&A processes in Russia and US,China,and Germany.The results indicate German and Chinese M&A series have a long-term influence on Russian series,while no significant causal links were evidenced in the dataset between US and Russian series.

Tunneling, overlapping owner and investor protection： Evidence from merger and acquisition in Asia

Tunneling is to describe transfer resource out of the firm for benefit of their controlling shareholders. Better legal protection and stronger social norms improve minority shareholders＇ protection from expropriation. They consequently reduce the private benefits of controlling shareholders （La Porta, 1999）. This study aims to investigate tunneling in the context merger and acquisition （M＆A） and to examine whether tunneling occurs only in emerging markets with poor law enforcement or whether it also occurs in developed countries. This study documents that managers are more likely to overpay target in merger and acquisition with high overlapped owner which have stakes in bidder and target firm. That overpayment, a transfer of wealth from owners of bidder＇s firm to overlapping owners, is a type of tunneling. This study concludes that tunneling occurs in nations not only with low investor protection, but also with high investor protection.

Effect of Cross-Border Acquisitions on Businesses Performance of Slovak Acquiring Companies

Currently, businesses or companies apply various tools of financial engineering on improvement of their performance. One of such tools refers to acquisitions through which companies can profit from synergic effects, reduce operating cost and tax expenses, and improve their market position. This paper is aimed at examining the effect of cross-border acquisitions made by Slovak companies in order to improve their performance. Authors applied the method of simultaneous equation model to examine this relation. The result confirmed the hypothesis that cross-border acquisitions positively influence a company performance.

Merger and Acquisition, the Next Day in the Hellenic Banking System, Evidence From the Greek Financial Crisis Period

The aim of this study is to examine if the merger of banks improves the profitability of banks before and after the completion of the merger,in the Hellenic Banking System.For this reason,data were collected one year before the merger took place and then for the following years.The consequences of merging banks using different financial indicators,such as the capital ratio index,the foreign-to-equity index and the loan burden numerator,were also investigated.The effectiveness of interpreting the improvement of the bank’s financial image before and after the merger,for the years 2007-2016,years,before and after the Greek Financial Crisis,in the mergers carried out in the Hellenic Banking System was examined.

Study on the Strategy of Pricing for Enterprise Merger and Acquisition

Enterprise merger and acquisition is one of the property right exchanges. This paper researches the strategy of pricing for enterprise merger and acquisition, displays finance decision-making model, program and method.

媒体报道如何影响并购重组知情交易:合流还是监督?

媒体报道既可能发挥积极的外部监督作用制约知情交易,也可能受到操纵而被信息知情人利用。本文收集2009—2022年A股上市公司并购重组数据,检验事前媒体负面报道倾向对并购重组中知情交易程度的影响。研究结果表明,并购重组首次公告日前媒体负面报道倾向越高,知情交易程度越低;媒体会通过增加诉讼风险和声誉渠道发挥治理作用。进一步分析表明,良好的公司治理环境能够强化媒体负面报道倾向对知情交易的影响;媒体发挥的治理功能在国有企业中相对较弱。事前分析师预测会提升市场整体知情交易水平并弱化媒体的功能。从媒体类型来看,网络媒体对于知情交易的约束作用大于纸媒。此外,媒体对知情交易的抑制效果在480日后不再存在。本研究对于发挥媒体监督作用、提升知情交易监管效率、保护投资者合法利益、维护资本市场公平具有一定的借鉴意义。

资本市场开放对企业并购融资的影响研究——基于“陆港通”多期双重差分的经验证据

“陆港通”政策是中国资本市场开放的重要举措。利用这一外生事件,以2010—2019年中国沪深A股并购事件为样本,运用多期双重差分模型检验“陆港通”对企业并购融资的影响,研究结果表明:“陆港通”实施可以降低并购的股权融资成本和债务融资成本,扩大并购的外部融资规模,缓解并购的融资约束程度,并且这种作用在非多元化和非关联企业并购中更加显著。进一步地探究“陆港通”对并购融资的影响机制,可以发现该政策通过改善信息环境和加强治理效应两种途径缓解企业的并购融资问题。因此,并购企业应积极响应“陆港通”政策,从而引入更多成熟的境外投资者,达到提高并购效率、提升并购效果的目的。