(完整版)外文翻译企业并购

本文部分内容来自网络整理，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即删除！== 本文为word格式，下载后可方便编辑和修改！ ==企业并购英语怎么说企业并购英语怎么说merger and acquisition企业并购相关英语词汇：pension parachute 企业收购purchase 收购merger 合并corporate combination 公司合并asset acquisition 财产收购stock acquisition 股权收购acquired company 被收购公司企业并购相关英语句子A merger between the two banks.两家银行的合并。

The firm was taken over by a multinational consulting firm. 这家公司被一个跨国咨询公司收购。

The steel trusts merged various small businesses.钢铁企业联合兼并了许多小企业。

A German firm launched a takeover bid for the company.一家德国公司试图收购这家公司。

Enterprise merger has double effects to the market competition. 企业合并对市场竞争具有双重效应。

以下文字仅用于测试排版效果, 请使用时删除！冬是清寒的。

站在有风的地方，悄然回首，看见来时的路。

一路有花的娇艳，有草的青葱，有树的挺拔，有鸟的鸣叫。

抬起头，天空蓝的清澈。

风起时，有笑颜。

冬，是寂寞的。

万物都归于沉静中，孕育着来年的昌盛。

隐忍才是最有力的，也因此，寂寞的冬天给人以太多的幻想与渴望。

会去渴望温暖的一炉壁火，也会想要一个温暖的怀抱。

围炉煮雪，相拥着取暖。

习惯了把心情种在寂寞里过冬，深耕一陇陌上的花开。

等待着，下一季的盛景。

M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。

Analysis of Merger and Acquisition Strategy of Multinationals in China and ChineseEnterprises CountermeasuresAbstractMergers and acquisitions of transnational corporations in China presents the strategic trends in recent years. Merger and acquisition strategy of multinationals in China to successfully implement, not only objective necessity of political reform and economic development in China, there are also accidental by Chinese enterprises and government of the subjective errors caused. To prevent risk of multinational merger and acquisition in China, Chinese enterprises should raise awareness of multinational merger and acquisition, carefully chosen joint venture partners, build complete learning system in joint venture/cooperative, enhanced learning capabilities, and enhanced management of merger and acquisition strategies.Key words: Multinational corporations; Merger and acquisition strategy; Joint venture; CooperationIn the late 1990 of 20th century, multinational companies merger and acquisition activity in China is increasing, from all indications, merger and acquisition of multinational corporations in China in recent years had a profound international background, this is a strategic merger behaviors. Grasping the nature of multinationals merger and acquisition strategy in China, it is the important basis for understanding transnational corporation mergers and acquisitions in China.1.THE NATURE OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINADifferent from the previous financial mergers and acquisitions or buy shells of mergers and acquisitions, merger and acquisition motives of multinational corporations in China in recent years, not for implementation of speculative gains, but through the merger and monopoly of the world markets for goods and investment, to seize the material and technical and human resources, successful implementation of global management strategy. It can be said that mergers and acquisitions of strategic motives of transnational corporations presents the strategic trends. To multinational recently on China equipment manufacturing enterprise for multiple mergers and acquisitions as cases, although so far, multinational only respectively on some backbone Enterprise for mergers and acquisitions, under effect in domestic various forces, has not been to implement overall of strategic, and systematic of mergers and acquisitions (is on domestic different area, and same industry several backbone enterprise ofmergers and acquisitions), has not been constitute of threat on China entire equipment manufacturing of key industry, and main area. But the trend of mergers and acquisitions to systematic, high specification, such as, after the United States Caterpillar company mergers and acquisitions in Shandong engineering machinery company, seek merging domestic construction machinery industry of key enterprises, such as Xiamen engineering machinery company, Weifang diesel power company,and Shanghai diesel power company of, reflects this trend.2. COMPREHENSIVE ANALYSIS OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINA2.1 Charctristics of Mergers and Acquisitions IndustryMultinational merger and acquisition in China in recent years mainly concentrated in three main areas: first, the area of production and supply of electric power and other energy; the second is basic materials area, such as steel, chemical raw materials industries; the third is consumer goods production area of beers, soft drinks, skin care products and so on. These industries have the following in common: with foreign investment in these sectors are relatively mature industry, foreign capital has formed a certain scale of production and capital accumulation in the domestic; these are industries that has been or is being lifted; Mergers and acquisitions industry has the characteristics of potential of large scale and high growth potential. In recent years, as China’s economy continues to grow, rising standards of living, potential size and growth potential in the consumer goods industry began to emerge, so as to drive the demand for energy and basic materials industry rapidly rising, making it difficult to meet the market demand for the production capacity of these industries. In order to quickly dominate the market, transnational corporations have used mergers and acquisitions or expansion of investment into China.2.2 Acquisition ways characteristicsIn General, mergers of transnational corporations in China in the following three ways: first, the restructured holdings acquisition, that is, through participation in the restructuring of domestic enterprises, acquisition of 50% per cent of its equity, to achieve control of enterprise management purposes. For example,In March 2001, China tire industry leading enterprise --China Tire and Rubber Compa ny and the world’s largest tire manufacturer-Michelin formed a joint venture company, Michelin 70% stocks, venture companies invest US $ 320 million reverse takeover of tire rubber company’s core business and assets. Second, increased capital holdings acquisition, that is, in the original on the basis of China-foreign joint ventures, foreign capital increase and share, Chinese does not participate in the capital increase, lower the shares, so that the foreign share holdings. For example,In April 1994, Dalian Motor factory and Singapore Wester motor company established a joint venture of Wester (Dalian) Motor Co., Ltd. In April 2004, Wester further mergers and acquisitions the shares held by the Chinese side of Dalian motor company. Third, the share acquisition, that is, foreign companies at the same time offering a-shares and b-shares, or h-shares, acquired not circulation of legal person shares by agreement or holdings of a large number of b-shares, or h-shares, achieve the purpose of shares or holdings. Such as Beijing wagon limited companyand Japan Isuzu motors and Itochu Shoji Corporation signed a cooperation agreement, Isuzu and Itochu joint agreements to purchase, one-time purchase of North brigade not listing circulation of legal person shares 4 20,000 shares of the company, 25% per cent of total share capital of Beijing wagon limited company, become the largest shareholder of Beijing wagon limited company.Characteristics of Acquired EnterpriseAcquired enterprise general is State or State holding enterprise has development years in domestic, has popularity high of brand, sound of market sales network, more advanced of technology, but due to management system does not perfect, history causes, has into business dilemma, enterprise was forced to overall sold or transfer part quality assets, such as: Dalian Motor Factory, Jiamusi Combine Harvester Factory, and Northwest Bearing Factory, and Shenyang Chisel Rock Machinery Company and so on, these enterprises are industry of leader or challenger, but into cash flow problems due to various reasons, shrinking sales, business difficult to continue, in order to enliven the State-owned assets, resolve some of the workers’ employment, enterprises are forced to overall sold or transfer some good assets and joint venture with multinationals. Or for promoting the progress of technology and management need to seek foreign investment.2.4 Characteristics of Merger and Acquisition StrategyIn recent years, merger and acquisition strategy of multinationals in China is clear, they tend to choose the establishment of China-foreign joint ventures and foreign-controlled, final adoption of the foreign capital merger and acquisition, to a wholly foreign-owned enterprises. Even some multinational corporations seeking holding status when they established joint ventures. Then, in the business course of China-foreign joint venture enterprise, marketing channels is controlled by foreign enterprises, implementation of “high and low” strategy, transfer of profits, or do not want to put in new technology, numerous contradictions with China,Cause in fact of business losses, forcing the Chinese transfer of ownership to the foreign, foreign acquisitions China shares, desire for realization of wholly-owned .For example, Fu Anjie railway bearing (Ningxia) Ltd., Wester (Dalian) Motors Ltd., Dalian Burton Motors Ltd , such these joint ventures were turned into a wholly foreign-owned enterprises by foreign merger and acquisition of Chinese shares .3. ANALYSIS OF THE REASONS FOR THE SUCCESS OF THE MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINAMerger and acquisition of multinationals in China has an obvious strategic, but why the merger and acquisition strategy of multinationals in Chinacan be successfully implemented? There are the objective inevitability of both political and economic reform and development in China,also with Chinese enterprises and Government error led to the contingency subjective.3.1 the objective necessity of transnational companies successfully implement the strategy of Merger and Acquisition in china3.1.1 Reform of State-Owned Enterprises Offers a Number of Opportunities to Multinational Mergers and Acquisitions Strategy in ChinaReform of State-owned enterprises had a high demand on foreign funds. There are nearly 400,000 State-owned enterprises in China, many companies will need restructuring or reorganization, there are three areas of funding gap in restructuring or reorganization process: first, the social security funds; the second is the restitution of fun ds banks ‘ bad loans in State-owned enterprises; The third is the sale of State-owned assets of the funding gap in a competitive business. There are three ways to cover the financing gap: country financial; absorbing domestic and foreign investment; State can no longer provide huge amounts of money for the reform of State-owned enterprises, absorbing domestic investments, because lack of non-State-owned investment capacity and willingness and impossible to large-scale implementation domestic investment, which provides opportunities for transnational corporation mergers and acquisitions of State-owned enterprises in China.3.1.2 Conversion from Joint Venture and Cooperation Mode to Wholly-Owned Mode is the Inevitable of Chinese Economic Reform and DevelopmentCooperative and owned is two patterns of internationalization of multinational companies. Due to transnational corporations initial entry into the host country, transnational corporations did not familiar on host country policies, culture, market environment, host country governments development of a number of barriers to entry, sole risk higher than joint venture and cooperation. However, as changes in the he host country environment caused location advantage of enhancements, transnational corporations increases experience through studying, enhancements and strengthened ownership advantage strategic motives of transnational corporations, risk and return of the wholly-owned and joint venture and cooperation mode has changed, wholly-owned gradually replaced so that joint venture and cooperation, replacing a variety of ways, merger and acquisition is one of the most important way. There are three reasons promoting the successful implementation of a merger and acquisition strategy of multinationals in China. First, the rapid development of China’s economy for many years, China’s growing importance in the world economy, the world’s largest potential market is gradually maturing and Chinese market position gradually growing in the global strategy of transnational corporations in China, thus increasing the multinationals take sole mode of income. Second, after joining the WTO, China gradually open industries, lowering the barrier to entry of multinational merger and acquisition enterprises in China, thereby reversing the multinational joint ventures and wholly-owned of risk and return ratio. Third, the multinational companies operating in China for a period of time, get to know China and Chinese markets, which reduces the investment risk.3.2 THE SUBJECTIVE CONTINGENCIES OF TRANSNATIONAL CORPORATIONS SUCCESSFUL IMPLEMENTATION MERGER AND ACQUISITION STRATEGY IN CHINA3.2.1 Failure of Chinese Enterprises Implementation Joint Venture and Cooperation StrategyMore important reason of Multinational companies from the joint venture and cooperation to the holding and to a wholly-owned strategy success is Chinese joint-venture, cooperation strategy failed.First, the Chinese enterprises lack of knowledge on the complexity of the joint venture and cooperation. Joint venture and cooperation is a wide range of more complex problems ona variety of cultural, enterprises and strategies. To achieve the strategic purpose of the joint venture and cooperation, joint ventures, cooperation between the two sides have to properly address issues such as cultural conflict, distribution and disposal of the proceeds, technology learning and protection. China business knowledge on the complexity of the joint venture and cooperation is often not enough, more attention to possible benefits brought by joint venture and cooperation, ignoring the risk of joint venture and cooperation, results to run some of the poor handling of the conflict, affecting the normal operation of the joint venture and cooperative enterprises, or foreign opportunism of inadequate preparations, finally was forced to participate in mergers and acquisitions.Second, Selected not appropriate for joint ventures and cooperation partners.When choosing a partner for Chinese enterprises are often too look at the size of the transnational corporations, technology and management of advanced degrees, and ignore the foreign joint venture of mind, ignored the two parties on the cultural fit, complementary capabilities and resources, as well as position in the joint venture and cooperative enterprises, and many other issues. Making some multinational companies not only to low cost entry into the Chinese market, and dominate in the joint venture and cooperative enterprises, for further mergers and acquisitions Chinese companies with an opportunity.Third, the failure of joint ventures and cooperative learning mechanism in the process. Learning advanced technology and management experience is the main causes of Chinese enterprises and multinational companies to form joint ventures and cooperative enterprises, but Chinese enterprises often do not have to establish a learning mechanism in the process of joint-venture and cooperation. Learning mechanism failure caused results of China enterprise joint venture and cooperation loss of marke t, but haven’t learned skills and experience.3.2.2 Failure of The Merger and Acquisition of Chinese Enterprises StrategyFirst, goals of participating in transnational merger and acquisition is fuzzy and negotiation failure. When Chinese enterprises participating in transnational merger and acquisition, have only good intentions, there is a lack of long-term strategic objectives and effective negotiating routes design, eager to reorganization of assets, high quality assets on multinational mergers and acquisitions, bad assets, debt and the burden of bureaucracy has left China’s parent company. High quality assets are joint ventures with transnational corporations and have not good grasped of commercial negotiation conditions and patterns, and give up control of a joint venture, parent company lost its core competitiveness, lost technology, brand and marketing, enterprise techniques and technology research and development in the future depends on the strategy arrangements of transnational corporation. Second, choosing the merger and acquisition of foreign investors misconduct. Different types of merger and acquisition of foreign investors, determine the effect of mergers and acquisitions different. International multinational consortium with strong financial strength, can easily mobilize huge amounts of money, holding and acquisitions of Chinese companies, and asset consolidation, packing, then go to the foreign or domestic capital markets for cash, earn high profits. China to introduce such investors, although can avoid to be controlled on the technology and production, access to financial support for the time being, are unable to obtain knowledge of manufacturing technologies and production, marketing, does not help enterprises to raise the level of technology and management, and even lose the basis forlong-term development. When many Chinese companies involved in mergers and acquisitions, without carefully assessing and weighing the introduction of different foreign investor to bring effects and interest and blindly participating in transnational mergers and acquisitions, resulting in counterproductive.4. COUNTERMEASURES OF CHINESE ENTERPRISE FACES MULTINATIONALS MERGER AND ACQUISITION STRATEGY IN CHINA4.1 Increasing Awareness of Multinational Merger and Acquisition strategyFirst, clear understanding of the nature of merger and acquisition strategy of multinationals in China. Multinational merger and acquisition in China has not only access to markets, but sought trade monopolies and globally integrated supply chain. Second, fully understand the risks of joint venture/cooperative, understand the advantages and disadvantages of mergers and acquisitions, raising awareness of risk prevention. Joint venture, cooperation and mergers and acquisitions has a double-edged sword effect, to fully assess the risks of losing markets, brands and core technology in the process of joint-venture, cooperation and mergers and acquisitions, and increased awareness of risk prevention, to take effective measures to prevent risks to organization structure design, patent protection, and other aspects. Thirdly, recognizing the importance that keep own business brand and core technology for sustainable development. Brand and core technology is the key source of enterprise’s core competitiveness, loss of brand and core technology will reduce the bargaining power of competition and cooperation of Chinese enterprises and transnational corporations, eventually reduced to matching supply of vendors of multinational corporations has a core competence .4.2 carefully choosing a foreign joint Venture PartnersWhen select partners in joint ventures, to thoroughly understand and analysis the strategic intent the foreign, final judgment goal of foreign joint ventures take acquisitions as a strategy only get into the Chinese market in the early days, aimed at bypassing the Chinese industry control, or for long-term business cooperation with Chinese enterprises. If the foreigner is for long-term business cooperation, Chinese companies should identify own real needs, maintain their unique resources and advantages, from the practical needs of enterprises and the advantages complementary between the two sides, carefully chosen joint venture partners.4.3. strengthening strategic Management capabilities of Mergers and Acquisitions4.3.1 Enhanced Ability to Develop Rational Merger and Acquisition StrategyAt the time of acquisition, Chinese enterprises should have clear targets and strategies of merger and acquisition. As backbone enterprise, to research itself market status, confirmed whether needs participate in transnational mergers and acquisitions; if must by assets restructuring out dilemma, whether must by multinational mergers and acquisitions; if had to looking for multinational mergers and acquisitions, to clear the target by mergers and acquisitions, and developed specific programme of mergers and acquisitions negotiations, using itself of resources, keep on joint venture enterprise of control right, especially to clear Enterprise for technology route of led right; if mergers and acquisitions must to gave upindependent development for premise, seeking borne the original debt and redundant staff placement by multinational enterprises. Otherwise, the value involved in mergers and acquisitions will be greatly reduced.4.3.2 Enhanced Ability to Identify Qualified Acquisition Investor based on reasonable estimation of the enterprise’s own development bottleneck is shortage of technology, shortage of funds, or the shortage of market-oriented, Chinese enterprise careful comparison and calculation of industrial investors and financial investors, commercial investors to enterprise resources and benefits, conditions and cost of the enterprise delivered, choose different types of mergers and acquisitions investors.4.3.3 Strengthen The Capacity of Protection Brand and Technology in Mergers and Acquisitions Process First, before implement mergers and acquisitions, should correctly awareness and assessment brand assets value, China enterprise should hired authority assessment institutions, used advanced of brand value assessment system to assessment brand assets, to prevent the local brand value of loss in foreign and joint venture enterprise mergers and acquisitions process; on the other hand, when mergers and acquisitions, high popularity and reputation of brand must to keep more independence, not easily is controlled by multinationals, this is key involved brand life .。

外文文件Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of globalmega-mergers. Like the mergers and acquisitions (M&As) frenzy of the1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks, concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. Ascredit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent mo st of the world ’s economies into recession, reducing global M&A activity by more than one-third from its previoushigh. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offsetdeflationary pressures. What impact have such actions had on mergersand acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to wherethey are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to failare likely to disrupt this process. Such decisions are often based on thenotion that some firms are simply too big to fail because of their potentialimpact on the economy—consider AIG in the United States. Others areclearly motivated by politics. Such actions disrupt the smooth functioningof markets, which rewards good decisions and penalizes poor ones.Allowing a business to believe that it can achieve a size“too big t o fail may create perverse incentives. Plus, there is very little historicalevidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlyingdynamics of M&As in the context of an increasingly interconnectedworld. The chapter begins with a discussion of M&As as change agentsin the context of corporate restructuring. The focus is on M&As and whythey happen, with brief consideration given to alternative ways ofincreasing shareholder value. You will also be introduced to a variety oflegal structures and strategies that are employed to restructurecorporations.Throughout this book, a firm that attempts to acquire or merge withanother company is called an acquiring company , acquirer, or bidder.The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you tounderstand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustratedby the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today ’ s list, and some 2,000 firms have appeared iston atthe l one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm ’ s basic operations or fundamentally change its asset or financial structure. ····················································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs arefixed in that they cannot be altered in the short run.By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let ’consider an automobile plant that can assemble 10 cars per hour and runs around the clock —which means the plant produces 240 cars per day. The plant ’fixeds expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in average fixed costs per car per day is $2,084 (i.e., $4,167–$2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let ’consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personalcare as well as pharmaceutical products. Honda knows how to enhanceinternal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology letscustomers run applications on UNIX and NT operating systems on asingle computer system. Citigroup uses the same computer center toprocess loan applications, deposits, trust services, and mutual fundaccounts for its bank customers’. Each is an example of economies ofscope, where a firm is applying a specific set of skills or assets toproduce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on thecost of capital of the acquiring firm or newly formed firm resulting froma merger or acquisition. The cost of capital is the minimum returnrequired by investors and lenders to induce them to buy a firm ’ s s to lend to the firm.In theory, the cost of capital could be reduced if the merged firms havecash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lowersecurities issuance and transactions costs, or result in a better matchingof investment opportunities with internally generated funds. Combining afirm that has excess cash flows with one whose internally generated cashflow is insufficient to fund its investment opportunities may also result ina lower cost of borrowing. A firm in a mature industry experiencingslowing growth may produce cash flows well in excess of availableinvestment opportunities. Another firm in a high-growth industry may nothave enough cash to realize its investment opportunities. Reflecting theirdifferent growth rates and risk levels, the firm in the mature industry mayhave a lower cost of capital than the one in the high-growth industry, andcombining the two firms could lower the average cost of capital of thecombined firms.DiversificationBuying firms outside a company’currents primary lines of business iscalled diversification , and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost ofcapital, or it may allow a firm to shift its core product lines or marketsinto ones that have higher growth prospects, even ones that are unrelatedto the firm ’currents products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business canhave significant implications for how effective management is in operating the combined firms.··········································A firm facing slower growth in itscurrent markets may be able to accelerate growth through related diversification by selling its current products innew markets that are somewhat unfamiliar and, therefore, mor risky. Suchwas the case when pharmaceutical giant Johnson &Johnson announcedits ultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business inthe fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates bydeveloping or acquiring new products with which it is relativelyunfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney ’ s acquisition of the Eckerd Drugstore chain or J&J$16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, thefirm assumed additional risk, but less so than unrelated diversification ifit had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, suchas General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were theybroken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversifiedin unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding forthe most attractive investment opportunities.Moreover, outside investorsmay have a difficult time understanding how to value the various parts ofhighly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Althoughchange can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been majorforces in creating new opportunities for growth, and threatening, or making obsolete, firms ’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation inrecent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activitybecause deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation ’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitorsthat can resell the power in the utility own’s marketplace respond withM&As to achieve greater operating efficiency. Commercial banks thathave moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother ’markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent householdnames such as Kodak and Polaroid scrambling to adapt. The growth ofsatellite radio is increasing its share of the radio advertising market atthe expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger,more bureaucratic firms cannot achieve. With engineering talent often inshort supply and product life cycles shortening, these larger firms may nothave the luxury of time or the resources to innovate. So, they may look toM&As as a fast and sometimes less expensive way to acquire newtechnologies and proprietary know-how to fill gaps in their currentproduct portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquiredSkype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had beenunable to realize the benefits of owning Skype and was selling thebusiness to a private investor group for $2.75 billion.Hubris and the“ Winner’ s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’ s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because ofhubris , even if significant synergies are present.In an auction environment with bidders, the range of bids for a targetcompany is likely to be quite wide, because senior managers t end to bevery competitive and sometimes self-important. Their desire not to losecan drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays morethan the company is worth and may ultimately feel remorse at havingdone so—hence what has come to be called thewinner ’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the ratio of the market value of the acquiring firm ’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio ＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on afirm ’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in North America. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and thefirm ’shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, eachof whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managersto take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent onremoving the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10外文文件中文翻译并购基础知识：全部你需要知道的并购新千年的第一个十年 , 预示着全世界大规模并购时代的到来。

企业并购重组整合咨询报告(英文版）Consulting Report on Corporate Merger and Restructuring IntegrationExecutive SummaryThis consulting report provides an analysis of the merger and restructuring integration for Company ABC and Company XYZ. The objective of this report is to provide recommendations for a successful integration process that maximizes the potential benefits of the merger. The report includes an analysis of the cultural, operational, and financial aspects of the integration, as well as a detailed action plan for the implementation phase.1. IntroductionThe merger between Company ABC and Company XYZ presents both opportunities and challenges. The two companies have complementary strengths and resources that can be leveraged to create a stronger and more competitive entity. However, the integration process requires careful planning and execution to ensure a smooth transition and minimize disruptions to the business operations.2. Cultural IntegrationCultural integration is a critical aspect of a successful merger. The report recommends the formation of a cross-functional integration team that includes members from both companies. This team will be responsible for identifying and addressing any cultural differences and facilitating a smooth integration process. Regular communication through town hall meetings and other channels will be crucial for keeping employees informed and engagedthroughout the transition.Additionally, a comprehensive cultural assessment should be conducted to identify potential challenges and develop strategies to align the values and norms of both companies. Employee training and development programs can also help foster a unified corporate culture and promote collaboration among teams.3. Operational IntegrationOperational integration involves combining the business processes, systems, and infrastructure of the two companies. The report suggests conducting a thorough operational analysis to identify redundancies and inefficiencies in order to streamline the operations. Clear communication and collaboration between the integration team and key stakeholders will be crucial to ensure that the integration is aligned with the overall corporate strategy.Cross-training programs can help employees adapt to new roles and responsibilities, while technology integration will require careful planning and coordination between IT departments. The implementation of shared service centers and the consolidation of facilities, where feasible, can also generate cost savings and improve operational efficiency.4. Financial IntegrationThe financial integration of the two companies will involve aligning accounting practices, financial reporting systems, and capital structures. The report recommends conducting a comprehensive financial analysis to identify potential synergies and cost-saving opportunities. Financial reports and forecastsshould be updated regularly to reflect the progress and performance of the integrated entity.Additionally, key performance indicators (KPIs) should be established to measure the success of the merger and track the achievement of strategic objectives. Integration-related costs should also be carefully managed and monitored to ensure that they are within budget.5. Action Plan for ImplementationThe successful implementation of the merger and restructuring integration requires a well-defined action plan. The report provides a detailed timeline that outlines the key activities and milestones for the integration process. It also includes a risk management plan to identify and mitigate potential risks and challenges that may arise during the integration.Regular progress reviews and continuous communication with stakeholders will be critical to ensuring that the integration stays on track and any issues are addressed promptly. The action plan also includes a post-implementation assessment to evaluate the effectiveness of the integration and identify areas for further improvement.ConclusionThe merger and restructuring integration of Company ABC and Company XYZ present a significant opportunity for growth and competitiveness. The successful integration requires careful planning, effective communication, and collaboration between the integration team and key stakeholders. By addressing cultural,operational, and financial aspects, and following the action plan outlined in this report, the merged entity can achieve a seamless and successful integration, ultimately realizing the full potential of the merger.6. Communication and Stakeholder Engagement Effective communication and stakeholder engagement are essential for a successful merger and restructuring integration. The report recommends developing a comprehensive communication plan that defines the key messages, target audiences, and communication channels. Regular updates should be provided to employees, customers, suppliers, and other stakeholders to keep them informed about the integration process and address any concerns or questions.Town hall meetings, employee forums, and other interactive platforms should be utilized to create opportunities for employees to provide feedback and participate in the decision-making process. Open and transparent communication will help build trust and promote employee engagement throughout the integration.In addition to internal communication, external stakeholders, such as customers, suppliers, and shareholders, should also be kept informed about the integration. Regular updates through press releases, websites, and investor relations communications will help manage external perceptions and maintain confidence in the merged entity.7. Human Resources and Talent ManagementHuman resources play a critical role in the successful integration of two companies. The report recommends conducting a comprehensive talent assessment to identify key employees andtheir skills, as well as potential gaps that need to be addressed. A clear talent retention and development strategy should be established to ensure the retention and motivation of top performers.Employee engagement programs, such as recognition and reward initiatives, should be implemented to boost morale and promote a positive and inclusive work environment. Training and development programs can address skill gaps and help employees adapt to new roles and responsibilities. Regular performance reviews and career development conversations should be conducted to provide ongoing feedback and support.It is also important to align compensation and benefits programs to ensure fairness and consistency across the merged entity. A comprehensive communication plan should be developed to inform employees about any changes in compensation and benefits packages.8. Legal and Regulatory ComplianceCompliance with legal and regulatory requirements is critical for the success of the merger and restructuring integration. The report suggests conducting a detailed legal and regulatory review to identify any potential risks or issues that may arise during the integration process. This includes understanding competition laws, labor laws, and any industry-specific regulations that may apply. In cases where the merger requires approval from regulatory bodies, the necessary filings and documentation should be prepared in a timely manner to ensure compliance. Legal supportshould be engaged to navigate any legal complexities and ensure that the integration process adheres to all applicable laws and regulations.9. Risk Management and Contingency PlanningThe integration process is not without risks, and it is important to have a risk management and contingency plan in place. The report recommends conducting a comprehensive risk assessment to identify potential risks and develop strategies to mitigate or address them. This includes identifying and addressing potential financial, operational, legal, and reputational risks.A dedicated risk management team should be established to monitor the progress of the integration and proactively identify any risks or issues that arise. Mitigation strategies should be developed and implemented promptly to minimize the impact on the integration process.Contingency plans should also be developed to address any unforeseen circumstances or disruptions that may occur during the integration. This includes having backup solutions for critical systems and processes, as well as alternative strategies in case any challenges or roadblocks arise.10. Post-Implementation Assessment and Continuous ImprovementAfter the implementation of the merger and restructuring integration, it is important to conduct a post-implementation assessment to evaluate the effectiveness of the integration and identify areas for improvement. This assessment should include areview of the stated objectives and key performance indicators to measure the success of the integration.Feedback should be gathered from employees, customers, and other stakeholders to identify any areas of improvement or lessons learned. This feedback should be used to drive continuous improvement and refine processes and strategies for future mergers and integrations.Regular monitoring and reporting should be established to track the performance of the merged entity and ensure that the integration goals and synergies are being realized. Key metrics and performance indicators should be reviewed regularly to assess progress and make any necessary adjustments.ConclusionIn conclusion, a successful merger and restructuring integration require careful planning, effective communication, and collaboration between all stakeholders. By addressing the cultural, operational, financial, and legal aspects outlined in this report, the merged entity can achieve a seamless integration and maximize the potential benefits of the merger. Continuous monitoring, assessment, and improvement will be key to ensure long-term success and sustainability of the merged entity. With a clear action plan and a focus on stakeholder engagement, the integration process can lead to a stronger, more competitive organization.。

3 The Legal Environment and Risks for M&Aby Foreign Investors in ChinaActually, the sole threat of litigation may often kill a merger.—— Richard A·Posner1 The market is set for complex inbound acquisitions, but regulatoryhurdles abound.—— Yingxi Fu2 3.1 Macro-Analysis of Current Legal Environment forM&A by Foreign Investors in ChinaThis chapter mainly provides analysis of the legal feasibility for mergers and ac-quisitions (M&A) by foreign investors under China’s current legal environment in regards to the aspects of the legal rules and market access, and how M&A by for-eign investors is circumscribed by the legal environment in China. Legal risks hidden in such an environment for M&A are also illustrated in this part.3.1.1 Insight into the Macro Legal Environment for M&A byForeign Investors from the Perspective of Legal Rules Without a sound legal rule system, the success of foreign-funded M&A cannot be reached. The lack of explicit and necessary legal rules certainly brings great un-certainty to M&A by foreign investors. Eventually, the fear of risks incurred by the uncertainty of game rules may hold back the steps of foreign acquirers and investors into China. In this sense, it is crucial to set up a set of applicable laws and regulations for the decent legal environment of foreign-funded M&A activities. In fact, M&A is still unfamiliar for those in both academia and practice in China. 1Richard A. Posner (2003), Anti-Trust Law, Sun Hongning Translated, China University of Political Science and Law Press, p. 138.2Yingxi Fu-Tomlinson is a partner resident in the Shanghai office of Kaye Scholer LLP.Yingxi Fu, Red tape casts shadow on cross-border M&A, International Financial Law Review, Supplement.48 The Legal Environment and Risks for M&AFortunately, there has been a relatively complete legal system based on the “Ten-tative Provisions on Merger with and Acquisition of Domestic Enterprises by For-eign Investors” (thereafter, “Tentative Provisions”), which is substituted by “Regulations Concerning the Merger and Acquisition of Domestic Enterprises by Foreign Investors” (the “New M&A Regulations”), to offer necessary legal guide to foreign investors. To much extent, it provides basic guidelines and obviate the uncertainty in legal rules. The smooth progress of M&A initiated by foreign inves-tors is no longer just an idea staying in someone’s mind.This chapter compiles more than 70 pieces of laws and regulations governing M&A by foreign investors, trying to illustrate a frame of M&A by foreign investors. General ProvisionsBasic Rules on Corporate Merger and Division – Chapter 9 of “Company Law” Under Chapter 9, there are provisions involving primary issues in the merger or division of a company, and its increase or reduction of registered capital, debts assumption or alteration of titles. It provides basic rules for all kinds of companies as to the subject of merger or division.Code of M&A by Foreign Investors—“New M&A Regulations”On March 7, 2003, the Ministry of Foreign Trade and Economic Cooperation (the predecessor of “MOFCOM”), SAT, SAIC and SAFE jointly promulgated the “Tentative Provisions”, to specify two main forms of M&A: share purchase and asset purchase – whatever form is taken would result in the creation of foreign-invested enterprise – and answer some basic questions thereof. The “Tentative Rules” applies to domestic enterprises in any kind of ownership and any constitu-tional form. It constitutes an embryo of code regarding M&A by Foreign Inves-tors, at least to some tune. A comprehensive set of “Regulations Concerning the Merger and Acquisition of Domestic Enterprises by Foreign Investors” (the “New M&A Regulations”) was promulgated by MOFCOM, SASAC, SAT, SAIC, CSRC and SAFE on 8 August 2006, to repeal the old provisional regulations of the predecessor as “Tentative Rules”. There are some areas excluding the long arm of the “New M&A Regulations” such as M&A involving with insurance, securities and fund and other financial institutions which otherwise are governed by securi-ties, banks and insurance industries’ supervisory administrations. Furthermore, “[t]he existing laws, administrative regulations concerning foreign-invested enter-prises and the ‘Provisions for the Alteration of Investors’ Equity interests in For-eign-invested Enterprises’ shall apply to equity acquisition of foreign-invested enterprises in China by foreign investors. Matters not covered therein shall be handled by reference to these in the New M&A Regulations”Macro-Analysis of Current Legal Environment for M&A 49Special Rules Regarding M&A by Foreign InvestorsThere are various special regulations prevailing in specific areas, divided by the nature of target companies. Except for the general laws and regulations, parties shall abide by special regulations.Special Laws and Regulations for the Takeover of Listed Companies by Foreign InvestorsIn Chapter 4 of newly-amended “Securities Law”, it provides fundamental rules for taking over of listed companies by domestic and foreign investors, including the procedures of a tender offer, purchase by agreement or other lawful ways, compulsory information disclosure, and trigger point for incurring general offers to all shareholders.On September 28, 2002, CSRC issued “Administration of Takeover of Listed Companies” as a detailed supplementation to Chapter 9 of “Securities Law”. The new “Administration of Takeover of Listed Companies” (“New Takeover Rules”) was lifted on July 31, 2006, which will take effect on September 1, 2006. Pursuant to it, a purchaser may hereby conduct its offer by means of a tender offer, agree-ment, or on-market bidding to obtain substantial control of a target company.On November 4, 2002, the “The Notice on Relevant Issues concerning the Transfer to Foreign Investors of Listed Company State-Owned Share and Legal Person Share”(“Transfer Notice”) was promulgated, permitting the transfer of state-owned shares and legal person shares in a listed company to foreign inves-tors. It provides the principles, conditions and procedures concerning such trans-fers. This marks an unfastening of the 1995 Ban which restrained the acquisition of state-owned shares and legal person shares in a listed company by foreign in-vestors.3On the last day of 2005, the “Administrative Measures of Strategic Investments on Listed Companies by Foreign Investors” (“Strategic Investments Rules”) was promulgated. Under the Strategic Investments Rules, foreign investors may ac-quire A-shares of listed companies directly on the Chinese stock market. Strategic acquisitions of A-shares of a listed company may be consummated through trans-fer by agreement, subscription of new issuance or “any other means as permitted by the national laws and regulations”. Additionally, they may make investments in installments, in which the first part of investments shall be no less than 10% of its public offer, with the exception of approvals from the relevant supervisory au-thorities. They can also transfer their A-shares after holding them for more than 3It was well known in 1995 that for the purpose of refrainment from “eroding state-owned assets”, the General Office of the State Council issued a Ban (No. 48, 1995) after Isuzu and Itochu purchased the shares of “Beijing Travel Automobile Ltd.”. In terms of the Ban, “no firm or company is allowed to transfer state-owned shares and corporate shares to foreign investors, before relevant administrative regulations are promulgated.”50 The Legal Environment and Risks for M&A3 years. From then on, investments by agreement or fundraising from targeted sources will signal a landmark in China’s capital market that the door has been irreversibly open to international investors.Special Regulations for Merger with or Acquisition of Unlisted State-Owned Enterprises and the Ones in Non-financial Industries by Foreign Investors On November 8, 2002, the “Tentative Provisions of Foreign-funded Restructuring of State-owned Enterprises” was promulgated. It was elected to be the fundamen-tal guidelines in the case of foreign investors restructuring state-owned enter-prises, or companies with state-owned shares (except financial institutions and listed companies), into foreign-invested enterprises.On December 31, 2004, MOF issued with SASAC the “Provisional Measures of Administration on Transfer of State-owned Property Rights of Enterprises”. It applies to the case that state-owned assets regulatory authorities and the enter-prises with state-owned shares lucratively transfer their state-owned property rights to domestic or overseas legal entities, natural persons or other organizations. The transfer of state-owned property rights in financial institutions and listed companies shall comply with other relevant provisions.Special Regulation for Merger with or Acquisition of Financial Institutions by Foreign InvestorsIn consideration of the special status of financial institutions, China’s administra-tive agencies differentiate financial institutions from other institutions in an ad-ministrative sense. The case remains the same with issues of M&A of financial institutions by foreign investors, for example, the above-mentioned rules like “New M&A Regulations”, “Tentative Provisions of Foreign-funded Restructuring of State-owned Enterprises” and “Provisional Measures of Administration on Transfer of State-owned Property Rights of Enterprises” are all not applicable to M&A of financial institutions by foreign investors. Currently, relevant laws and regulations of M&A of financial institutions by foreign investors mainly include: On October 26 2001, “Tentative Provisions of Foreign Funds into Restructur-ing and Disposal of Financial Assets Management Companies” was promulgated by, PBC, MOF and MOFCOM. It provides that asset management companies may absorb foreign funds to restructure and dispose of its own assets.On June 1, 2002, CSRC promulgated two rules –the “Rules of the Set-up for Foreign-shared Securities Companies” and “Rules of the Set-up for Foreign For-eign-shared Fund Management Companies” (Note: it was invalidated by the ‘Measures for the Administration of Securities Investment Fund Management Companies’), allowing overseas shareholders to purchase shares of domestic secu-rities or fund-management companies, in order to alter its financial structure, or toMacro-Analysis of Current Legal Environment for M&A 51 purchase jointly with domestic shareholders to fund the setup of securities or fund-management companies.Other regulations followed on December 8, 2003 – “Administrative Measures of the Investment and Shareholding in Chinese-funded Financial Institutions by Foreign Financial Institutions”, embracing the investments into China’s commer-cial banks, urban and rural credit cooperatives, trust investment companies, fi-nance companies, financial lease companies and other Chinese financial institu-tions approved by CBRC. Securities companies and insurance companies are excluded, which are otherwise governed by specific regulations.On September 16, 2004, CSRC promulgated the “Measures for the Administra-tion of Securities Investment Fund Management Companies”, which opened the door for foreign investors to co-establish securities investment fund-management companies with Chinese partners.Special Rules for M&A of Foreign-Invested Enterprises byForeign InvestorsAccording to the “New M&A Regulations”, “[t]he existing laws, administrative regulations concerning foreign-invested enterprises and the ‘Provisions for the Alteration of Investors’ Equity interests in Foreign-invested Enterprises’ shall apply to Merger and Equity Acquisition of foreign-invested enterprises in China by foreign investors. Matters not covered therein shall be handled by reference to these Provisions.” Besides, we cannot overlook another regulation as basic rules governing M&A of Foreign-invested Enterprises by Foreign Investors– “Regula-tions of Merging and Splitting of Foreign-invested enterprises” (promulgated on November 22, 2001 by MOFTEC and SAIC).Rules for Specific Legal Issues in M&A by Foreign InvestorsIn the wide cross-section of foreign-funded M&A, which is a very complex sys-tematic structure, it involves various legal issues such as market access and entry, asset valuation, asset pricing, administration of foreign exchange, taxation, protec-tion of creditors and safeguards for employees, land-use rights, market monopoly and financing etc. Laws and regulations governing those issues can be divided into ten categories, each of which provide essential legal support for the cruxes and roadblocks in practice.3.1.2 Insight into Macro Legal Environment for M&A by ForeignInvestors from the Perspective of Market AccessMarket access is another crucial side of the macro legal environment for M&A by foreign investors. The issue of market access is parallel to the number of fields in China the foreign purchasers are considering to participate in. Market access sets52 The Legal Environment and Risks for M&Athe space for M&A by foreign investors, which stands in breach of proposed for-eign investments in China. It primarily contains two facets: one is the restriction on the scope of targeted firms, the target limits; the other is industrial entry also known as market entry in a narrow sense. This section will elaborate on these two issues as follows.Target LimitsBy the nature of ownership, the possible target entities for M&A by foreign inves-tors could be divided into four categories: state-owned enterprises, collective en-terprises, privately-owned enterprises and foreign-invested enterprises. Most of the concerns of legislators focus on foreign investors’ participation in mergers with and acquisitions of state-owned enterprises or state-owned factors. As for M&A by foreign investors of other kinds of targeted enterprises, except involving listed companies or financial institutions, it falls into the orbit of general foreign investments and rarely needs to take into consideration the specific administrative influences, and issues relating to market access and partner selection.4The fore-most purpose of the present laws and regulations on foreign-funded M&A is to protect state-owned assets against erosion. Until recently, Carlyle Group proposed acquiring an 85% stake of Xuzhou Construction Machinery Group Co. Ltd. (XCMG), thus attracting attention of those who fear losing control of a vital indus-try due to M&A activities by foreign investors. In this sense, the book is to mainly narrow the issue of target limits to state-owned enterprises.China’s laws and regulations always encourage foreign capital to enter into re-forming and restructuring unlisted & non-financial state-owned enterprises. Retro-spective to September 14, 1998, SETC issued “Tentative Provisions for Usage of Foreign Funds to Restructure State-owned Enterprises” to encourage state-owned enterprises to utilize foreign funds to participate in mergers with and acquisitions of other domestic enterprises, reinforce their own current assets and to pay for outstanding debts.5According to the “New M&A Regulations”, unlisted and non-financial state-owned enterprises are encouraged to use foreign funds to take part in the restructuring of state-owned companies. It seems that laws and regulations do not set special restrictions on M&A by foreign investors in which unlisted and non-financial state-owned enterprises are engaged.4The great majority of foreign investors still crave for quality enterprises or assets, most of which are, or involves, state-owned factors, particularly state-owned listed companies and state monopolies, whereas individual-owned and foreign-invested enterprises are exponentially growing in the state economy. In this sense, the focus in foreign-funded merger & acquisition is certainly on state-owned factors or enterprises.5The provisions do not exclude the application to stated-owned listed and stated-owned financial enterprises. Actually, it is of no significance to stated-owned listed companies because the Ban of 1995 had not been called off. Similarly, it was hardly enforced on fi-nancial firms without any specific official measures of financial regulatory authorities.Macro-Analysis of Current Legal Environment for M&A 53 Under present laws and regulations, the intangible hands of regulatory authori-ties are observed in two main subjects: state-owned listed companies and state-owned financial institutions.A Review of the Policy Regarding M&A by Foreign Investors over State-Owned Shares or Legal Shares in Listed CompaniesIt was well known in 1995 that for the purpose of preventing the “eroding (of) state-owned assets”, the General Office of the State Council issued the Ban (No. 48, 1995) after Isuzu and Itochu purchased the shares of “Beijing Travel Automo-bile Ltd.”. In terms of the Ban, “no firm or company is allowed to transfer state-owned shares and corporate shares to foreign investors, before relevant adminis-trative regulations are promulgated. Since then, it has been 6 years that foreign investors have not been able to move into this area. (A-shares were prohibited to be targeted, as well as state shares of listed companies).On November 1, 2002, the Ban was lifted as the Notice on Relevant Issues con-cerning the “Transfer Notice” was promulgated, providing the principles that al-lows state-owned corporate shares be transferred by means of free exchange of currency and open bidding process to foreign investors. Moreover, it also specifies relatively strict industrial policies and procedures for the administration of state-owned shares and foreign exchange. Since the issue of the“Transfer Notice”, only a limited number of transactions of this type have been approved by the Chinese government. Among the most notable are Citibank’s acquisition of a minority stake in Shanghai Pudong Development Bank in May 2003, Kodak’s acquisition of a minority stake in China Lucky Film Corp. in Oct. 2003, and Newbridge Capi-tal’s acquisition of a minority stake in Shenzhen Development Bank in May 2004. The complex approval process partly is responsible for difficulties of M&A by foreign investors over listed companies. What is more important is that most listed companies in China are still controlled by corporate investors or the state itself, and their blocks of shares, which were owned prior to listing, and not tradable, are called “Legal Person Shares” or “State Owned Shares”. Especially, “Legal Person Shares” or “State Owned Shares” commonly occupy the majority stake of most listed companies. Until recently, the reform of non-tradable shares initiated by CSRC drastically converted non-tradable “Legal Person Shares” and “State Owned Shares” into tradable ones. Such a reform makes it possible for investors to control a listed company by the acquisition of shares in it.Until recently, foreign investors could only purchase tradable shares of Chinese companies which had issued B-shares or H-shares, but not A-shares. This situation was changed at the end of 2002 by the Chinese policy to permit so-called Quali-fied Foreign Institutional Investors (QFII) to invest in A-shares.As a very important step for reform of the Chinese capital market, on Decem-ber 31, 2005, MOFCOM, CSRC, SAT, SAIC, and SAFE, jointly issued “Adminis-trative Measures for Strategic Investments in Listed Companies by Foreign Inves-tors,” allowing foreign investors to purchase A-shares directly on China’s domestic54 The Legal Environment and Risks for M&Astock markets as strategic investments. Strategic acquisition of A-shares of a listed company may be consummated through transfer by agreement, subscription of new issuance or “any other means as permitted by national laws and regulations”. Restrictions on M&A by Foreign Investors over State-OwnedFinancial InstitutionsBy the different supervisory forms and institutions, state-owned financial institu-tions could be divided into commercial banks, urban and rural credit cooperatives, trust investment companies, finance companies, financial lease companies and other Chinese financial institutions approved by the CBRC, as well as securities companies (governed by CSRC) and insurance companies (governed by CIRC).On June 1, 2002, CSRC promulgated two rules – “Rules for the Set-up for For-eign Capital in Shares of Securities Companies” and “Rules for the Set-up for Foreign Capital in Shares of Fund Management Companies” (Note: It was invali-dated by the “Measures for the Administration of Securities Investment Fund Management Companies”), allowing overseas shareholders to transfer or purchase shares of domestic securities or fund-management companies to alter its financial structure, or jointly transfer or purchase shares with domestic shareholders to fund the establishment of securities or fund-management companies. With the open provisions, they set strict conditions for foreign-shared securities companies and fund-management companies.6 On September 16, 2004, CSRC promulgated the “Measures for the Administration of Securities Investment Fund Management Companies”, distinguishing majority shareholders and other shareholders by the line of 25% of shareholdings.Similarly, as the promulgation of “Administrative Measures of the Investment and Shareholding in Chinese-funded Financial Institutions by Foreign Financial Institutions” on December 8, 2003, the market of investments into Chinese-funded financial institutions was gradually open with certain limited access.76Both foreign shareholders of foreign-shared securities companies and foreign-shared fund-management companies shall meet some conditions, and the shares held by foreign shareholders or the equity possessed by them (both directly and indirectly) in a foreign-shared securities company may not exceed one third of the total accumulatively. As for the latter, the paid-in capital shall be freely convertible currency equal to no less than RMB300,000,000 and the shares held by foreign shareholders or the equity possessed by them (both directly and indirectly) in a foreign-shared fund-management company may not exceed 33% of the total accumulatively, and the ratio may not exceed 49% in 3 years after China’s entry into the WTO.7“To invest or hold shares in a Chinese-funded financial institution, a foreign financial institution shall meet the following conditions:1) For making an investment or holding shares in a Chinese-funded commercial bank,the total assets of the foreign financial institution at the end of the last year shall, as a general principle, be no less than 10 billion US dollars; for making an investment orMacro-Analysis of Current Legal Environment for M&A 55Industry EntryThe rules of industry entry apply to all foreign-invested enterprises of every kind. The “Provisional Regulations on Direction Guide to Foreign Investment”, as an interim policy, was very instructional at the time. Then, it was repealed by the “Circular on Questions of Implementation of New Foreign Industrial Policies by the State Administration of Industry and Commerce” on April 30, 2002. At pre-sent, the government directs foreign investments in accordance with the “Cata-logue of Industries for Guiding Foreign Investment(Revised 2004) ”(thereafter, “the Catalogue”). By the Catalogue, the state pilots the direction of foreign in-vestments into some fundamental fields such as agriculture, high-technology, basic industry, environmental protection and possessing-for-export. The opening-up of the service market is still limited. As the “Catalogue” was effective on the first day of 2005, it was observed that it involved three important adjustments compared with its predecessor:(1) Compared with the previous one, it adds new catalogues of industries andproducts encouraged for foreign investment, such as key parts of large-screen multicolor projection displays, production of recordable CDs, electronic parts of cars, production of glycol, etc., to augment the extent of the opening-up of the Chinese market and absorbtion of advanced technologies.holding shares in a Chinese-funded urban credit cooperative or rural credit coopera-tive, the total assets at the end of the last year shall be no less than 1 billion US dol-lars; for making an investment or holding shares in a Chinese-funded non-bank fi-nancial institution, the total assets at the end of the last year shall be no less than 1 billion US dollars;2) The long-term credit ranking given by an international ranking institution recognizedby CBRC for that foreign financial institution is good;3) The foreign financial institution has been making profits for two consecutive fiscalyears;4) If the foreign financial institution is a commercial bank, the capital adequacy rateshall be no less than 8%; if it is a non-bank financial institution, the total amount of capital shall be no less than 10% of the total amount of the risk-weighted assets;5) The foreign financial institution has a sound internal control system;6) The place of registration of the foreign financial institution has a sound supervisionand administration system;7) The home country (region) of the foreign financial institution has satisfactory eco-nomic status; and8) Other prudential conditions provided for by CBRC.” See Article 7, AdministrativeMeasures for the Investment and Shareholding in Chinese-funded Financial Institu-tions by Foreign Financial Institutions;“The proportion of the investment or shareholding in a Chinese-funded financial institu-tion by a single foreign financial institution may not exceed 20%.” See Article 8, Id.56 The Legal Environment and Risks for M&A(2) It promotes the progress of the opening-up of the service market. The pro-duction and issuance of movies, television programs and radio broadcasts are firstly included in the areas targeted for opening-up.(3) It reclassifies some catalogues of blindly-invested, or construction-of-low-level, industries into the catalogues of industries that are permitted for for-eign investment but which are no longer encouraged for further investment.It also adjusts some over-heated catalogues such as the production of certain kinds of special steel and chemicals by raising the technological entry level. Except for the “Catalogue”, the Ministry of Commerce and other administrations also separately or collaboratively promulgated specific measures, some of which boldly step beyond the limitation of the “Catalogue”. Particularly, China entered into Closer Economic Partnership Arrangements (“CEPA”) with both Hong Kong and Macau in 2003, which are designed to be permissible regional free trade agreements under the WTO rules. More recently, a third batch of CEPA benefits for Hong Kong and Macau companies were introduced by agreements signed in June 2006. Among other things, these arrangements provide investment and trade access to qualified Hong Kong and Macau enterprises with terms more favorable in certain respects than the terms stipulated in China’s WTO accession protocol, such as opening the payable telecommunication service to Hong Kong and Macau investors. Although these arrangements are designed primarily to benefit Hong Kong and Macau companies, they may also indirectly benefit multinational inves-tors with significant subsidiaries already established in Hong Kong or Macau through their application to such subsidiaries. These ongoing arrangements may therefore provide additional options to multinational corporations planning to invest in certain restricted industries in China. By this, these two agreed important papers largely broaden the scope of foreign investments in the mainland.In addition to the aforesaid general rules of industry entry, the ones regarding specific industries also deserve attention. The controversial case of Carlyle Group’s proposed acquisition of an 85% stake in Xuzhou Construction Machinery Group Co. Ltd. (XCMG) catalyzed the birth of “Opinions on Speed-up Rejuvena-tion Equipment Manufacturing Industry” issued by the State Council on June 16, 2006. Such a newly born policy strictly limits foreign investors entering into the equipment-manufacturing industry, which embodies a new trend that prevents the Chinese state from losing control over some so-called vital industries or enter-prises during the process of attracting foreign capital. Later transfers of controlling stakes in big-scale, backbone equipment-manufacturing enterprises shall seek the opinions of concerned ministries of the State Council. The enterprises that play vital roles in the fields of important technology equipment-manufacturing in the process of restructuring shall remain under state control. As a prelude to the trend of strengthening state control over some vital industries and enterprises, the Steel and Iron Industry Development Policy issued on July 8, 2005 by NDRC, in prin-ciple, does not permit foreign investors to obtain controlling status in the steel and iron industries.。

海外并购英文词汇Common Shares Outstanding 已发行股票、流通股本stock repurchase(stock buyback) 股票回购Floating 流通量Redeemable 可赎回股本、可兑换资本Common stock 普通股Warrant 认股权证Market Capital 市值Gross Margin 毛利EPS 每股盈利额Impairment 减值、亏损Surprise 扰动、变化值Revenue 总收入Net Income 净收益Share counts 股数Diluted 稀释Dividends 股息，红利Depreciation 货币贬值、折旧Amortization 摊销SBC 股票报酬EBIDA（Earnings Before Interest Depreciation and Amortization）股息、折旧及摊销前收入Minority interest 少数股东权益Share-based compensation 股份报偿Leveraged buyout 融资收购Mortgage 按揭、抵押Equity Incentives 股权激励capital stock股本audit审计business incubation 商业孵化arbitration仲裁tax registration税务登记license approval许可审批Equity settlement 股权结算Asset valuation 资产评估Asset restructuring 资产重组M&A 并购Sovereign debt 主权债务Venture capital 风险资金Private equity fund 私募股权基金Placement 增资扩股Derivative 衍生品Broker 证券经纪人CAC-40 Index 法国巴黎CAC-40指数NASDAQ，National Association of Securities Deal Automated Quotations 那斯达克Nikkei Index 日经指数NYSE，New York Stock Exchange 纽约证券交易所Paris Bourse 巴黎证券交易所the Russell 2000 拉塞尔2000指数the Standard and Poor's 500 标准普尔500指数a bear market熊市a bull market牛市bench mark指标blue chip绩优股bonus share 红股component index成份指数convertible bond可转换债券core / non-core assets 核心/非核心资产corporate bond企业债券debt-for-equity swap 债权转股权deceptive accounting 虚假帐务earning report 业绩报表financial irregularities /improprieties 金融违规行为financial reorganization 金融重组financial statement 财务报表fund custodian bank基金托管银行fund manager基金经理/管理公司high-tech sector高科技板块income statement 损益表industrial stock工业股票inflate profits 虚报盈利listed company / delisted company 上市公司/被摘牌的公司record high （股票指数）创历史新高red chips红筹股return on equity股本回报率share, equity, stock 股票、股权bond, debenture, debts 债券negotiable share 可流通股份convertible bond 可转换债券treasury /government bond 国库券/政府债券corporate bond 企业债券closed-end securities investment fund 封闭式证券投资基金open-end securities investment fund 开放式证券投资基金fund manager 基金经理/管理公司fund custodian bank 基金托管银行market capitalization 市值p/e (price/earning) ratio 市盈率mark-to-market 逐日盯市put / call option 看跌/看涨期权margins, collateral 保证金rights issue/offering 配股bonus share 红股dividend 红利/股息ADR(American Depository Receipt)美国存托凭证/存股证GDR(Global Depository Receipt) 全球存托凭证/存股证retail / private investor 个人投资者/散户institutional investor 机构投资者broker/dealer 券商proprietary trading 自营insider trading/dealing 内幕交易market manipulation 市场操纵prospectus招股说明书IPO(Initial Public Offering)新股/初始公开发行merger and acquisition收购兼并the big board 大盘the ups and downs of the stock market股市行情treasury/government bond国库券/政府债券Wall Street华尔街windfall profit暴利Liquidation of fixed assets 固定资产清理Intangible assets 无形资产Goodwill 商誉Intangible Assets depreciation reserves 无形资产减值准备Unacknowledged financial charges 未确认融资费用Property management 物业管理Associated infrastructure 配套基础设施建设Anchor tenant 关键承租人Annex 附件Parameter 参数、要素、限制因素Accrue to 获得利益CRE（the Counselor of Real-Estate）房产顾问Anti-monopoly Act 反垄断法Market Access 市场准入Security Act 证券法Creditor 债权人Disclosure 信息披露Mandatory offer 收购要约Proprietary right 所有权Preferred stock 优先股Record-keeping 备案Project initiation 立项Open an account 设立账户State Administration of Foreign Exchange 外管局Administration Committee 管委会Settlement Agreement Limited Liability Company和解协议有限责任公司delivery of consideration Amended and Restated交付对价修订及重述release Agreement in consideration of解除协议鉴于，考虑到mutual covenants now therefore共同契约因此T RANSFERRED I NTEREST转让权益Upon the terms and subject to the conditions of this Agreement根据本协议规定的条款和条件Consideration对价immediately available funds.In consideration for the Transferred Interest作为转让权益的对价C ONDITIONS P RECEDENT先决条件affiliate of Buyer买方的关联机构Representations, Warranties and Covenants 陈述、保证和承诺授权requisite power and authority必要的权力和授权necessary corporate actions必要的公司程序terms and provisions条款和规定Instrumentsconstitute valid and legally binding obligations构成有效且有法律约束力的义务enforceable against the Seller in accordance with their terms根据条款对卖方进行执行bankruptcy, receivership, insolvency, reorganization, moratorium破产，接管，无力偿债，重组，延期偿付subject to受制于，从属于creditors’ rights generallygeneral principles of equity衡平法的一般原则Title所有权good and marketable title完整的可转让的所有权free and clear of all liens未创设任何留置权claims, pledges, charges, security interests赔偿请求、抵押、押记、担保物权Encumbrances权利负担Consummation完成，完善L ITIGATION诉讼suit, action, claims ，proceeding or investigation诉讼、起诉、赔偿请求、法律程序或调查pending or未决的N O A CTIONS ON B EHALF OF THE C OMPANY.无代表公司的行为result in any liability to the Company 导致公司承担任何责任。

企业并购（Mergers and Acquisitions，M&A）包括兼并和收购两层含义、两种方式。

国际上习惯将兼并和收购合在一起使用，统称为M&A，在我国称为并购。

它指的是两家或更多的独立的企业、公司合并组成一家企业，通常由一家占优势的公司吸收一家或更多的公司。

企业并购是企业法人在平等自愿、等价有偿基础上，以一定的经济方式取得其他法人产权的行为，是企业进行资本运作和经营的一种主要形式。

企业并购主要包括公司合并、资产收购、股权收购三种形式。

公司合并：是指两个公司通过合并协议共同形成公司的法律行为。

公司合并可分为吸收合并和新合并。

吸收合并是指一个公司吸收其他公司为吸收合并，被吸收的公司解散。

新设合并是指两个以上公司合并设立一个新的公司，合并各方解散。

资产收购：指一家企业购买另一家企业的资产，以获得其经营权或所有权的行为。

股权收购：指一家企业购买另一家企业的股权，以获得其控制权或经营权的行为。

此外，企业并购还可以分为狭义并购与广义并购。

狭义并购（M&A）分为兼并（Merger）和收购（Acquisition）两个种类。

兼并是指在平等自愿的情况下一个企业以现金或证券等方式有偿取得另一企业的产权，改变该企业的法人实体并获得其决策控制权的经济行为。

广义并购是指一个企业通过产权交易意图获取其控制权，但是换出产权企业的法人资格并不一定丧失，是企业间实现重组及控制等活动的统称。

企业并购是一项高收益与高风险伴生的专业投资活动，同时兼具技术性与复杂性。

由于规模经济、交易成本、价值低估以及代理理论等的长足发展，使得企业并购理论和实践的发展非常迅速，成为西方经济学最活跃的领域之一。

竞争优势并购方在选择目标企业时正是针对自己所需的目标企业的特定优势。

以上内容仅供参考，如需更详细准确的信息，建议查阅相关书籍或咨询专业人士。

企业并购财务风险控制外文文献翻译2014年译文3100字Enterprise mergers and ns involve us financial risks。

such as liquidity risk。

credit risk。

market risk。

and nal risk。

These risks can lead to a decline in the value of assets。

a decrease in profitability。

XXX。

it XXX.1.2 Risk XXXXXX and control financial risks in M&A ns。

enterprises should conduct a comprehensive analysis of the target company's financial status。

including its financial statements。

cash flow。

debt structure。

and financial management。

nally。

enterprises should establish a risk management system that includes risk assessment。

risk monitoring。

and risk control measures.2.Risk XXX2.1 Due diligenceXXX of the target company's financial。

legal。

and XXX diligence。

enterprises XXX about whether to proceed with the n.2.2 Contract designThe contract design should include clear and specific clauses related to risk n。

有关企业并购的毕业论文外文翻译原文：Security V endors Say MergerWill Give Them More Financial HeftLAST MONTH, Secure Computing Corp agreed to acquire messaging security vendor Cipher Trust Inc. For $273.6 million. The merged company will sell a range of enterprise gateway security appliances handle threats at the network edge and at the application level .John McNulty，CEO of San Jose-based secure computing and Jay Chaudhry, founder and CEO of Alpharetta, Ga.-based Cipher Trust, spoke with Computerworld about their plans. Excerpts follow:Why did Secure Computing and Cipher Trust join forces?McNULTY: We just see a great opportunity to establish an enterprise gateway security company.[And] the senior team at Secure had been stretched as the company has grown.CHAUDHRY: There are some 800 security start-ups. Most of them are doing point pr- oducts, and customers are getting tired of it.These companies bring a lot of innovation because of their focus. But they don’t quite have the financial strength or scale to be viable players. Cipher Trust and Secure Computi- ng combined will keep the focus and innovation of a start-up, but our size and financial st- rength is that of a large company.How do you expect Microsoft’s entry into the security tools business to aff ect your plans?McNULTY:Microsoft clearly is a huge factor. But Microsoft’s expertise is at the desktop.That is not an area we play in. It’s where you see the likes of Symantec, McAfee and Trend Micro. That is where Microsoft is going to have the biggest impact. Microsoft doesn’t sell Appliances. So this is not something that we fear.What about the moves by network equipment vendors like Cisco to get into the security business?CHAUDHRY:If you look at where the Ciscos of the world are playing, it’s at the network level. But if you look at the application gateway level, that is a newly emerging market—and so is the Web gateway market.Our belief is that with our focus and with our innovation, we are going to be moving forward with some leading-edge solutions.DO you agree with analysts who say users now will be more interested in integrated products than best-of-breed tools?CHAUDHRY: In the last six or seven years, there has been a debate over best-of breed vs. integrated products . [Some companies] have been making a big deal about best of breed. I think both approaches have issues.We’re seeing customers out there who have 10 to 15 boxes doing just the enterprisee-mail gateway. So they do want an integrated solution, but they aren’t willing to take chances with second-and third-tier solutions. Where the market is moving is where you need the best-of breed technology. But if you can deliver it in an integrated solution, that is when you win.How have the threats that users face changed in recent years?McNULTY: Most of the things we are intensely worried about today didn’t exist 10 years ago. The threat has changed from the kid in the basement trying to impress his friends by defacing a Web site to organized crime and to very competent computer experts trying to steal and to commit crimes.The FBI’s most recent report said that the cost of fraud on the Internet to American businesses was $67 billion. That’s just the tip of the iceberg, because it’s only the amount that people want to own up to. Signature-based defenses designed to prevent [trouble] after the horse has escaped the barn are ancient technology.Jaikumar Vijayan，Security Vendors Say Merger Will Give Them More Financial Heft[J]，Computerworld，2006(22)2：IntroductionReal estate finance institutions as well as the mortgage banking landscape have undergone a profound restructuring since the late 1980s. The industry continues tochange rapidly. This change is driven by technological innovation, deregulation, and an increasing competition within the sector triggered by non-bank financial intermediaries (see Bank for International Settlements, 2001; Belaisch et al., 2001;Smith and Walter, 1998)). Individual real estate institutions have increasingly responded to these developments by climbing aboard the mergers and acquisitions (M&A) treadmill. Consolidation activity among mortgage banks and other real estate The current issue and full text archive of this journal is available at finance institutions has increased significantly during the last decade, and particularly within the last three years. Despite the consolidation, hardly any empirical research analyses the value implications of M&A activity in the real estate finance sector up to now.To uncover the capital markets’ reaction to the announcements of M&A transactions in the real estate finance industry, we study a data set of 69 international transactions that occurred between 1995 and 2002. Our findings suggest that mergers and acquisitions between real estate finance institutions create value on average. Significant positive cumulated abnormal returns can be observed for the target firms, while shareholder value is neither created nor significantly destroyed on the part of the acquiring companies. This result contrasts with empirical evidence from US bank M&A during the 1990s.We start our analysis by providing a short review of the extensive prior research on M&A in the related financial institutions sector. Section three presents the data sample and the statistical methodology that we employed. In section four we discuss the results. Section five summarizes the findings and draws conclusions.Prior researchEvidence on the wealth effects of real estate finance mergers is very limited. In a sample of real estate investment trust (REIT) transactions that took place between 1977 and 1983 Allen and Sirmans (1987) found an increase in shareholder wealth upon the announcement of a merger both for the acquired and acquiring firms. However, this positive assessmentdoes not hold over time. Based on a sample of REIT mergers in the period between 1988 and 1994, Campbell et al. (1998) found large negative returns for the acquirers. Campbell et al. (2001) analyzed the stock market reaction to 85 REIT mergers and observed significantly negative but small stock market returns.Journal of Property Investment & FinanceVol. 24 No. 1, 2006Emerald Group PublishingDirk Schiereck and Markus Mentz译文：企业并购的风险分析摘要世界五次大规模并购浪潮充分促进了企业的成长和壮大。