财管类毕业论文外文翻译2企业并购财务分析

文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。

毕业设计（论文）外文文献翻译文献、资料中文题目：财务管理和财务分析文献、资料英文题目：文献、资料来源：文献、资料发表（出版）日期：院（部）：专业：财务管理班级：姓名：学号：指导教师：翻译日期： 2017.02.14外文翻译原文Financial Management and Analysis is an introduction to the concepts,tools, and applications of finance. The purpose of this textbook is to communicate the fundamentals of financial management and financial analysis.This textbook is written in a way that will enable students who are just beginning their study of finance to understand financial decision-making and its role in the decision-making process of the entire firm.Throughout the textbook, you’ll see how we view finance.We see financial decision-making as an integral part of the firm’s decision-making, not as a separate function. Financial decision-making involves coordination among personnel specializing in accounting, marketing, and production aspects of the firm.The principles and tools of finance are applicable to all forms and sizes of business enterprises, not only to large corporations. Just as there are special problems and opportunities for small family-owned businesses(such as where to obtain financing), there are special problems and opportunities for large corporations (such as agency problems that arise when management of the firm is separated from the firm’s owners). But the fundamentals of financial management are the same regardless of the size or form of the business. For example, a dollar today is worth more than a dollar one year from today, whether you are makingdecisions for a sole proprietorship or a large corporation.We view the principles and tools of finance as applicable to firms around the globe, not just to U.S. business enterprises. While customs and laws may differ among nations, the principles, theories, and tools of financial management do not. For example, in evaluating whether to buy a particular piece of equipment, you must evaluate what happens to the firm’s future cash flows (How much will they be? When will they occur? How uncertain are they?), whether the firm is located in the United States, Great Britain, or elsewhere.In addition, we believe that a strong foundation in finance principles and the related mathematical tools are necessary for you to understand how investing and financing decisions are made. But building that foundation need not be strenuous. One way that we try to help you build that foundation is to present the principles and theories of finance using intuition, instead of with proofs and theorems. For example, we walk you through the intuition of capital structure theory with numerical and real world examples, not equations and proofs. Another we try to assist you is to approach the tools of finance using careful, step-by-step examples and numerous graphs.ORGANIZATIONFinancial Management and Analysis is presented in seven parts. The first two parts (Parts One and Two) cover the basics, including the objective of financial management, valuation principles, and the relation between risk and return. Financial decision-making is covered in Parts Three, Four, and Five where we present long-term investment management (commonly referred to as capital budgeting), the management of long-term sources of funds, and working capital management. Part Six covers financial statement analysis which includes financial ratio analysis, earnings analysis, and cash flow analysis. The last part (Part Seven) covers several specialized topics: international financial management, borrowing via structured financial transactions (i.e., asset securitization), project financing, equipment leasing, and financial planning and strategy.DISTINGUISHING FEATURES OF THE TEXTBOOKLogical structure. The text begins with the basic principles and tools, followed by long-term investment and financing decisions. The first two parts lay out the basics; Part Three then focuses on the “left side” of the balance sheet (the assets) and the Part Four is the “right side” of the balance sheet (the liabilities and equity). Working capital decisions, whi ch are made to support the day-to-day operations of the firm, are discussed in Part Five. Part Six provides the tools for analyzing a firm’s financial statements. In the last chapter of the book, you are brought back full-circle to the objective of financial management: the maximization of owners’ wealth.Graphical illustrations. Graphs and illustrations have been carefully and deliberately developed to depict and provide visual reinforcement of mathematical concepts. For example, we show the growth of a bank balance through compound interest several ways: mathematically, in a time-line,and with a bar graph.Applications. As much as possible, we develop concepts and mathematics using examples of actual practice. For example, we first present financial analysis using a simplified set of financial statements for a fictitious company. After you’ve learned the basics using the fictitious company, we demonstrate financial analysis tools using data from Wal-Mart Stores, Inc. Actual examples help you better grasp and retain major concepts and tools. We integrate over 100 actual company examples throughout the text, so you’re not apt to miss them. Considering both the examples throughout the text and the research questions and problems, you are exposed to hundreds of actual companies.Extensive coverage of financial statement analysis. While most textbooks provide some coverage of financial statement analysis, we have provided you with much more detail in Part Six of the textbook. Chapter 6 and the three chapters in Part Six allow an instructor to focus on financial statement analysis.Extensive coverage of alternative debt instruments. Because of the innovations in the debt market, alternative forms debt instruments can be issued by a corporation. In Chapter 15,you are introduced to these instruments. We then devote one chapter to the most popular alternative to corporate bond issuance, the creation and issuance of asset-backed securities.Coverage of leasing and project financing. We provide in-depth coverage of leasing in Chapter 27, demystifying the claims about the advantages and disadvantages of leasing you too often read about in some textbooks and professional articles. Project financing has grown in importance for not only corporations but for countries seeking to develop infrastructure facilities. Chapter 28 provides the basic principles for understanding project financing.Early introduction to derivative instruments. Derivative instruments (futures, swaps, and options) play an important role in finance. You are introduced to these instruments in Chapter 4. While derivative instruments are viewed as complex instruments, you are provided with an introduction that makes clear their basic investment characteristics. By the early introduction of derivative instruments, you will be able to appreciate the difficulties of evaluating securities that have embedded options (Chapter 9), how there are real options embedded in capital budgeting decisions (Chapter14), and how derivative instruments can be used to reduce or to hedge the cost of borrowing (Chapter 15).Stand-alone nature of the chapters. Each chapter is written so that chapters may easily be rearranged to fit different course structures. Concepts, terminology, and notation are presented in each chapter so that no chapter is dependent upon another. This means that instructors can tailor the use of this book to fit their particular time frame for the course and their students’preparation (for example, if students enter the course with sufficient background in accounting and taxation, Chapters 5 and 6 can be skipped). We believe that our approach to the subject matter of financial management and analysis will help you understand the key issues and provide the foundation for developing a skill set necessary to deal with real world financial problems.1 Introduction to Financial Management and AnalysisFinance is the application of economic principles and concepts to businessdecision-making and problem solving. The field of finance can be considered to comprise three broad categories: financial management,investments, and financial institutions:■ Financial management. Sometimes called corporate finance or business finance, this area of finance is concerned primarily with financial decision-making within a business entity. Financial management decisions include maintaining cash balances, extending credit, acquiring other firms, borrowing from banks, and issuing stocks and bonds.■ Investments. This area of finance focuses on the behavior of financial markets and the pricing of securities. An investment manager’s tasks, for example, may include valu ing common stocks, selecting securities for a pension fund, or measuring a portfolio’s performance.■ Financial institutions. This area of finance deals with banks and other firms that specialize in bringing the suppliers of funds together with the users of funds. For example, a manager of a bank may make decisions regarding granting loans, managing cash balances, setting interest rates on loans, and dealing with government regulations.No matter the particular category of finance, business situations that call for the application of the theories and tools of finance generally involve either investing (using funds) or financing (raising funds).Managers who work in any of these three areas rely on the same basic knowledge of finance. In this book, we introduce you to this common body of knowledge and show how it is used in financial decision- making. Though the emphasis of this book is financial management, the basic principles and tools also apply to the areas of investments and financial institutions. In th is introductory chapter, we’ll consider the types of decisions financial managers make, the role of financial analysis, the forms of business ownership, and the objective of managers’ decisions. Finally, we will describe the relationship between owners and managers.FINANCIAL MANAGEMENTFinancial management encompasses many different types of decisions. We can classify these decisions into three groups: investment decisions, financing decisions, and decisions thatinvolve both investing and financing. Investment decisions are concerned with the use of funds—the buying, holding, or selling of all types of assets: Should we buy a new die stamping machine? Should we introduce a new product line? Sell the old production facility? Buy an existing company? Build a warehouse? Keep our cash in the bank?Financing decisions are concerned with the acquisition of funds to be used for investing and financing day-to-day operations. Should managers use the money raised through the firms’ revenues? Should they seek money from outside of the business? A company’s operations and investment can be financed from outside the business by incurring debts, such as though bank loans and the sale of bonds, or by selling ownership interests. Because each method of financing obligates the business in different ways, financing decisions are very important.Many business decisions simultaneously involve both investing and financing. For example, a company may wish to acquire another firm— an investment decision. However, the success of the acquisition may depend on how it is financed: by borrowing cash to meet the purchase price, by selling additional shares of stock, or by exchanging existing shares of stock. If managers decide to borrow money, the borrowed funds must be repaid within a specified period of time. Creditors (those lending the money) generally do not share in the control of profits of the borrowing firm. If, on the other hand, managers decide to raise funds by selling ownership interests, these funds never have to be paid back. However, such a sale dilutes the control of (and profits accruing to) the current owners.Whether a financial decision involves investing, financing, or both, it also will be concerned with two specific factors: expected return and risk. And throughout your study of finance, you will be concerned with these factors. Expected return is the difference between potential benefits and potential costs. Risk is the degree of uncertainty associated with these expected returns.Financial AnalysisFinancial analysis is a tool of financial management. It consists of the evaluation of thefinancial condition and operating performance of a business firm, an industry, or even the economy, and the forecasting of its future condition and performance. It is, in other words, a means for examining risk and expected return. Data for financial analysis may come from other areas within the firm, such as marketing and production departments, from the firm’s own accounting data, or from financial information vendors such as Bloomberg Financial Markets, Moody’s Investors Service, Standard & Poor’s Corporation, Fitch Ratings, and Value Line, as well as from government publications, such as the Federal Reserve Bulletin. Financial publications such as Business Week, Forbes, Fortune, and the Wall Street Journal also publish financial data (concerning individual firms) and economic data (concerning industries, markets, and economies), much of which is now also available on the Internet.Within the firm, financial analysis may be used not only to evaluate the performance of the firm, but also its divisions or departments and its product lines. Analyses may be performed both periodically and as needed, not only to ensure informed investing and financing decisions, but also as an aid in implementing personnel policies and rewards systems.Outside the firm, financial analysis may be used to determine the creditworthiness of a new customer, to evaluate the ability of a supplier to hold to the conditions of a long-term contract, and to evaluate the market performance of competitors.Firms and investors that do not have the expertise, the time, or the resources to perform financial analysis on their own may purchase analyses from companies that specialize in providing this service. Such companies can provide reports ranging from detailed written analyses to simple creditworthiness ratings for businesses. As an example, Dun & Bradstreet, a financial services firm, evaluates the creditworthiness of many firms, from small local businesses to major corporations. As another example, three companies—Moody’s Investors Service, Standard & Poor’s, and Fitch—evaluate the credit quality of debt obligations issued by corporations and express these views in the form of a rating that is published in the reports available from these three organizations.FORMS OF BUSINESS ENTERPRISEFinancial management is not restricted to large corporations: It is necessary in all forms and sizes of businesses. The three major forms of business organization are the sole proprietorship, the partnership, and the corporation. These three forms differ in a number of factors, of which those most important to financial decision-making are:■ The way the firm is taxed.■ The degree of control owners may exert on decisions.■ The liability of the owners.■ The ease of transferring ownership interests.■ The ability to raise additional funds.■ The longevity of the business.Sole ProprietorshipsThe simplest and most common form of business enterprise is the sole proprietorship, a business owned and controlled by one person—the proprietor. Because there are very few legal requirements to establish and run a sole proprietorship, this form of business is chosen by many individuals who are starting up a particular business enterprise. The sole proprietor carries on a business for his or her own benefit, without participation of other persons except employees. The proprietor receives all income from the business and alone decides whether to reinvest the profits in the business or use them for personal expenses.A proprietor is liable for all the debts of the business; in fact, it is the proprietor who incurs the debts of the business. If there are insufficient business assets to pay a business debt, the proprietor must pay the debt out of his or her personal assets. If more funds are needed to operate or expand the business than are generated by business operations, the owner either contributes his or her personal assets to the business or borrows. For most sole proprietorships, banks are the primary source of borrowed funds. However, there are limits to how much banks will lend a sole proprietorship, most of which are relatively small.。

文献出处：Biao D. Analysis of Financial Risk Prevention in Mergers and Acquisitions[J]. International Business and Management, 2014, 9(2): 138-144.第一部分为译文，第二部分为原文。

默认格式：中文五号宋体，英文五号Times New Roma，行间距1.5倍。

企业并购财务风险的预防管理分析摘要：并购被认为是改善企业管理模式，扩大企业规模，调整产业结构的有效途径。

这种方法在世界各地的每一次盛行中都受到很多因素的影响，然而企业并购在中国的起步较晚。

复杂而快速变化的环境使得企业并购具有重大风险。

特别是并购流程每一步都有严重的财务风险。

并购存在各种财务风险，如果这些风险没有得到有效的解决和控制，任何时候都会导致企业失败。

因此，许多学者和企业家认为兼并和收购的财务风险是最大的问题。

本文将对并购财务风险提出有效的预防措施，减少财务风险带来的影响，增加并购成功机会，确保企业并购的实施。

关键词：并购，财务风险，因果关系，预防引言自1897年以来，西方资本主义国家的并购遭遇了五次浪潮。

每次并购对企业的结构优化和资源配置都起着重要的作用。

中国改革开放政策实施后，随着经济全球化的快速发展，并购成为企业扩大经营规模，实现国际化的重要途径之一。

20世纪80年代中国出现并购，当时并购行为在中国企业受到欢迎，尽管许多企业从事并购，但成功案例少。

因为并购行为有很多潜在风险，其中包括市场风险，财务风险，法律风险等。

然而，财务风险被认为是并购的主要问题。

因此，有必要研究并购和财务风险的内容，了解财务风险的特点及其影响，系统分析财务风险，具体来说，需要研究并购前的目标企业的定价风险，并购期间的支付风险和财务风险以及并购后的整合风险。

最后，本文提出了基于各种风险的预防和控制措施，这是降低财务风险并提高并购成功概率的有效途径。

文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。

企业兼并及财务问题的对策企业兼并是为了提高企业的经济绩效，但是，这其中却出现了许多财务问题。

由于企业财务信息在引导社会资源配置和分配社会财富中的影响，因此，有必要解决企业兼并中的财务问题。

一、完善会计准则目前兼并企业各方面的利益主体对兼并企业提供的会计信息的可靠性越来越关注。

他们认识到，由于财务报告提供的信息不真实.整个会计信息的可靠性都会失去保障，他们的切身利益也可能因此受到侵犯。

参与兼并的各方面、与企业相关的不同利益主体、资本市场上现在的和潜在的投资者都认为，凡是按照会计准则和制度编制和提供的财务报告，都是客观公正地反映了企业财务状况和经营成果，其会计信息的质量都是有保证的。

从我国实际情况来看，一方面提高会计信息质量、规范会计核算制度的呼声越来越高;另一方面会计制度不规范导致会计信息不真实，以及企业管理当局为了各自的目的而操纵利润，提供虚假的财务会计报告等情况时有发生。

如果由于会计准则和会计制度的规定不适应经济环境的发展，不能满足对企业兼并大潮中所产生的种种异常现象进行必要的制约和披露的要求，那么，由此导致的会计信息的“制度性失真”，就会对企业兼并的不正常情况产生推波助澜的作用。

基于这种情况，财政部根据中国建设社会主义市场经济的发展要求，以及企业会计人员的职业水平现状，制定颁布了《企业会计制度》，从而有效地遏制了问题的蔓延。

应该看到，企业兼并业务是在市场经济发展过程中产生的，它也将随着市场经济的发展而不断演进。

某一阶段或某一时期的会计制度可能对当时的经济生活中的会计业务进行了全面的考虑和安排，但随着经济环境的变化，新业务的产生，会计制度和准则就可能由于未能及时调整而出现滞后和失缺现象。

因此，会计准则和制度需要根据环境的变化及时调整，才能尽量减少会计信息的“制度性失真”对企业兼并行为的不利影响。

二、改进企业财务理制入世后，我国有关进行企业所有权的有偿接受转让和企业内部管理的法律法规相继出台。

建立全新的企业财务管理体制的条件日趋成熟。

文献信息：文献标题：Enterprise merger and acquisition analysis of financial statements（企业并购财务报表分析）国外作者：James C.Van Horne文献出处：《The modern enterprise financial management》字数统计：英文2907单词，14875字符；中文4855汉字外文文献：Enterprise merger and acquisition analysis of financialstatementsCorporate 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.We need to use financial ratios in analyzing financial statements.——The analysis of comparative financial statements cannot be made really effective unless it takes the form of a study of relationships between items in the statements. It is of little value, for example, to know that, on a given date, the Smith Company has a cash balance of $1oooo. But suppose we know that this balance is only -IV per cent of all current liabilities whereas a year ago cash was 25 per cent of all current liabilities. Since the bankers for the company usually require a cash balance against bank lines, used or unused, of 20 per cent, we can see at once that the firm's cash condition isexhibiting a questionable tendency.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.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.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.To obtain tax benefits. M & A business process can make use of deferred tax 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.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.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 spending is 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.M & 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.We may make comparisons between items in the comparative financial statements as follows:1. Between items in the comparative balance sheeta) Between items in the balance sheet for one date, e.g., cash may be compared with current liabilitiesb) Between an item in the balance sheet for one date and the same item in the balance sheet for another date, e.g., cash today may be compared with cash a year agoc) Of ratios, or mathematical proportions, between two items in the balance sheet for one date and a like ratio in the balance sheet for another date, e.g., the ratio of cash to current liabilities today may be compared with a like ratio a year ago and the trendof cash condition noted2. Between items in the comparative statement of income and expensea) Between items in the statement for a given periodb) Between one item in this period's statement and the same item in last period's statementc) Of ratios between items in this period's statement and similar ratios in last period's statement3. Between items in the comparative balance sheet and items in the comparative statement of income and expensea) Between items in these statements for a given period, e.g., net profit for this year may be calculated as a percentage of net worth for this yearb) Of ratios between items in the two statements for a period of years, e.g., the ratio of net profit to net worth this year may-be compared with like ratios for last year, and for the years preceding thatOur comparative analysis will gain in significance if we take the foregoing comparisons or ratios and; in turn, compare them with:1.Such data as are absent from the comparative statements but are of importance in judging a concern's financial history and condition, for example, the stage of the business cycle2.Similar ratios derived from analysis of the comparative statements of competing concerns or of concerns in similar lines of business What financial ratios are used in analyzing financial statements.- Comparative analysis of comparative financial statements may be expressed by mathematical ratios between the items compared, for example, a concern's cash position may be tested by dividing the item of cash by the total of current liability items and using the quotient to express the result of the test. Each ratio may be expressed in two ways, for example, the ratio of sales to fixed assets may be expressed as the ratio of fixed assets to sales. We shall express each ratio in such a way that increases from period to period will be favorable and decreases unfavorable to financial condition.We shall use the following financial ratios in analyzing comparative financialstatements:I. Working-capital ratios1. The ratio of current assets to current liabilities2. The ratio of cash to total current liabilities3. The ratio of cash, salable securities, notes and accounts receivable to total current liabilities4. The ratio of sales to receivables, i.e., the turnover of receivables5. The ratio of cost of goods sold to merchandise inventory, i.e., the turnover of inventory6. The ratio of accounts receivable to notes receivable7. The ratio of receivables to inventory8. The ratio of net working capital to inventory9. The ratio of notes payable to accounts payable10. The ratio of inventory to accounts payableII. Fixed and intangible capital ratios1. The ratio of sales to fixed assets, i.e., the turnover of fixed capital2. The ratio of sales to intangible assets, i.e., the turnover of intangibles3. The ratio of annual depreciation and obsolescence charges to the assets against which depreciation is written off4. The ratio of net worth to fixed assetsIII. Capitalization ratios1. The ratio of net worth to debt.2. The ratio of capital stock to total capitalization .3. The ratio of fixed assets to funded debtIV. Income and expense ratios1. The ratio of net operating profit to sales2. The ratio of net operating profit to total capital3. The ratio of sales to operating costs and expenses4. The ratio of net profit to sales5. The ratio of net profit to net worth6. The ratio of sales to financial expenses7. The ratio of borrowed capital to capital costs8. The ratio of income on investments to investments9. The ratio of non-operating income to net operating profit10. The ratio of net operating profit to non-operating expense11. The ratio of net profit to capital stock12. The ratio of net profit reinvested to total net profit available for dividends on common stock13. The ratio of profit available for interest to interest expensesThis classification of financial ratios is permanent not exhaustive. -Other ratios may be used for purposes later indicated. Furthermore, some of the ratios reflect the efficiency with which a business has used its capital while others reflect efficiency in financing capital needs. The ratios of sales to receivables, inventory, fixed and intangible capital; the ratios of net operating profit to total capital and to sales; and the ratios of sales to operating costs and expenses reflect efficiency in the use of capital.' Most of the other ratios reflect financial efficiency.Are the statements adequate in general?-Before attempting comparative analysis of given financial statements we wish to be sure that the statements are reasonably adequate for the purpose. They should, of course, be as complete as possible. They should also be of recent date. If not, their use must be limited to the period which they cover. Conclusions concerning 1923 conditions cannot safely be based upon 1921 statements.Does the comparative balance sheet reflect a seasonable situation? If so, it is important to know financial conditions at both the high and low points of the season. We must avoid unduly favorable judgment of the business at the low point when assets are very liquid and debt is low, and unduly unfavorable judgment at the high point when assets are less liquid and debt likely to be relatively high.Does the balance sheet for any date reflect the estimated financial condition after the sale of a proposed new issue of securities? If so, in order to ascertain the actual financial condition at that date it is necessary to subtract the amount of thesecurity issue from net worth, if the. issue is of stock, or from liabilities, if bonds are to be sold. A like amount must also be subtracted from assets or liabilities depending upon how the estimated proceeds of the issue are reflected in the statement.Are the statements audited or unaudited? It is often said that audited statements, that is, complete audits rather than statements "rubber stamped" by certified public accountants, are desirable when they can be obtained. This is true, but the statement analyst should be certain that the given auditing film's reputation is beyond reproach.Is working-capital situation favorable ?-If the comparative statements to be analyzed are reasonably adequate for the purpose, the next step is to analyze the concern's working-capital trend and position. We may begin by ascertaining the ratio of current assets to current liabilities. This ratio affords-a test of the concern's probable ability to pay current obligations without impairing its net working capital. It is, in part, a measure of ability to borrow additional working capital or to renew short-term loans without difficulty. The larger the excess of current assets over current liabilities the smaller the risk of loss to short-term creditors and the better the credit of the business, other things being equal. A ratio of two dollars of current assets to one dollar of current liabilities is the "rule-of-thumb" ratio generally considered satisfactory, assuming all current assets are conservatively valued and all current liabilities revealed.The rule-of-thumb current ratio is not a satisfactory test of working-capital position and trend. A current ratio of less than two dollars for one dollar may be adequate, or a current ratio of more than two dollars for one dollar may be inadequate. It depends, for one thing, upon the liquidity of the current assets.The liquidity of current assets varies with cash position.-The larger the proportion of current assets in the form of cash the more liquid are the current assets as a whole. Generally speaking, cash should equal at least 20 per cent of total current liabilities (divide cash by total current liabilities). Bankers typically require a concern to maintain bank balances equal to 20 per cent of credit lines whether used or unused. Open-credit lines are not shown on the balance sheet, hence the total of current liabilities (instead of notes payable to banks) is used in testing cash position. Like thetwo-for-one current ratio, the 20 per cent cash ratio is more or less a rule-of-thumb standard.The cash balance that will be satisfactory depends upon terms of sale, terms of purchase, and upon inventory turnover. A firm selling goods for cash will find cash inflow more nearly meeting cash outflow than will a firm selling goods on credit. A business which pays cash for all purchases will need more ready money than one which buys on long terms of credit. The more rapidly the inventory is sold the more nearly will cash inflow equal cash outflow, other things equal.Needs for cash balances will be affected by the stage of the business cycle. Heavy cash balances help to sustain bank credit and pay expenses when a period of liquidation and depression depletes working capital and brings a slump in sales. The greater the effects of changes in the cycle upon a given concern the more thought the financial executive will need to give to the size of his cash balances.Differences in financial policies between different concerns will affect the size of cash balances carried. One concern may deem it good policy to carry as many open-bank lines as it can get, while another may carry only enough lines to meet reasonably certain needs for loans. The cash balance of the first firm is likely to be much larger than that of the second firm.The liquidity of current assets varies with ability to meet "acid test."- Liquidity of current assets varies with the ratio of cash, salable securities, notes and accounts receivable (less adequate reserves for bad debts), to total current liabilities (divide the total of the first four items by total current liabilities). This is the so-called "acid test" of the liquidity of current condition. A ratio of I: I is considered satisfactory since current liabilities can readily be paid and creditors risk nothing on the uncertain values of merchandise inventory. A less than 1:1 ratio may be adequate if receivables are quickly collected and if inventory is readily and quickly sold, that is, if its turnover is rapid andif the risks of changes in price are small.The liquidity of current assets varies with liquidity of receivables. This may be ascertained by dividing annual sales by average receivables or by receivables at the close of the year unless at that date receivables do not represent the normal amount ofcredit extended to customers. Terms of sale must be considered in judging the turnover of receivables. For example, if sales for the year are $1,200,000 and average receivables amount to $100,000, the turnover of receivables is $1,200,000/$100,000=12. Now, if credit terms to customers are net in thirty days we can see that receivables are paid promptly. Consideration should also be given market conditions and the stage of the business cycle. Terms of credit are usually longer in farming sections than in industrial centers. Collections are good in prosperous times but slow in periods of crisis and liquidation.Trends in the liquidity of receivables will also be reflected in the ratio of accounts receivable to notes receivable, in cases where goods are typically sold on open account. A decline in this ratio may indicate a lowering of credit standards since notes receivable are usually given to close overdue open accounts. If possible, a schedule of receivables should be obtained showing those not due, due, and past due thirty, sixty, and ninety days. Such a, schedule is of value in showing the efficiency of credits and collections and in explaining the trend in turnover of receivables. The more rapid the turnover of receivables the smaller the risk of loss from bad debts; the greater the savings of interest on the capital invested in receivables, and the higher the profit on total capital, other things being equal.中文译文：企业并购财务报表分析企业并购已成为企业资本运营的一种主要形式。

中国企业跨国并购的财务风险(论文外文文献翻译)Financial Risks of Chinese Enterprises’ Cross-Border Mergers and AcquisitionsAbstractWith overall strength of Chinese enterprises and national going out strategy, cross-border M & As initiated by Chinese enterprises have been booming. However, compared with developed countries, Chinese enterprises started their M & As late and lacked experience and professionals. As a result, Chinese enterprises faced with numerous risks in cross-border M & As, especially with the financial risks. This paper, based on the analysis of Chinese enterprises’ cros s-border M & As cases in recent years, explained how the financial risks formed and finally came up with efficacious precautionary measures.Key words: Chinese enterprise; M & As; Financial; risks1. OVERVIEW OF FINANCIAL RISKS OF CROSS-BORDER M & ASFinancial risks refer to the reimbursement risks and change of returns to shareholders triggered by financing decision in the proce ss of enterprises’ cross-border mergers and acquisitions (abbr. M & As). Enterprises often go through three phases—valuation, financing, and payment—in the process of cross-border M & As. Based on valuation, financing, and payment, decisions affect enterprises’ assets struct ure and even their solvency and returns to their shareholders. In addition, cross-border M& As use an international currency for most countries.Change in exchange rates affects corporate earnings, as well a s shareholders’ ret urns. Therefore, there are four main types of financial risks: valuation risk, financing risk, payment risk, and exchange rate risk.2. STATUS OF CHINESE ENTERPRISES’ CROSS-BORDER M & ASCombining with going out strategy, Chinese enterprises upgrade their strength and participate in the context of economic globalization. Chinese enterprises begin to go abroad, merging and acquiring foreign ones. Although Chinese enterprises’ cross-border M & As started late, China has become the world’s fifth cross-border acquiring power in 2009.Status of Chinese enterprises’ cross-border M & As is as follows:2.1 Increases in the Number and Scale of M & AsIn the year of 2008, Chinese companies completed only 30 cases of cross-border M & As, costing less than $ 9 billion. In the year of 2013, Chinese companies completed 99 cross-border M & A, amounting to $ 38.5 billion. The number of M & As doubled, while the total amount grew more than three times.2.2 Large State-Owned Enterprises as M & As SubjectCompared with private enterprises, large state-owned enterprises have more their own capital. It is easy for them to get loans and finance, so Chinese cross-border M & As are mostly done by large state-owned enterprises. On the Summer Davos Forum in 2013, An drew, Global Chairman of KPMG International, pointed out that 86% of the China’s foreign investment came from China’sstate-owned enterprises. By far in China, the largest cross-border M & As was initiated by China’s state-owned enterprises CNOOC. On February 27, 2013, CNOOC successfully acquired Nexen Corp., a Canadian company, by spending $ 15.1 billion.2.3 Cash as the Main Form of PaymentChina’s market economy status has not been recognized by all countries, and, to a certain extent, Chinese enterprises are discriminated in cross-border M & As. In addition, China’s financial market is not perfect. In order to gain direct control of the acquired enterprises, Chinese enterprises mostly pay by cash. According to Bloomberg, 79.4% of China’s cross-border M & As made their payment by cash, 3.3% by stock, and only 1.18% by other mode.2.4 Increased Impact of Exchange Rate on M & AsBefore the year of 2012, the floating range of RMB against U.S. dollar was only 0.5%. Since 2012, China’s central bank adjusted the floating range of RMB against U.S. dollar to 1%, and on March 15, 2014, extended it to 2%. Compared to the previous fixed exchange rate, the change of exchange rate significantly increased, which made the Chinese enterprises begin to consider the impact of exchange rate change on acquisition costs in their M & As.3. FINANCIAL RISKS FACED WITHCHINESE ENTERPRISES IN CROSSBORDER M & AS Chinese enterprises began to participate in cross-border M & As actively only in the past ten years. The lack ofexperience made it difficult to accurately value the target enterprises. China’s financial market is not mature, it is difficult for Chinese enterprises to finance and choose payment mode. At the same time, the international financial market fluctuates, and RMB is not an international monetary. Cross-border M & As is done by dollar or euro, which brings risks to Chinese cross-border M & As.3.1 The Valuation RiskDetermination of the transaction price of M & As is actually a game playing by initiators and targets of M & As. Under normal circumstances, the initiators can not fully grasp the information of target corporations, so it is difficult to estimate accurately. In general, valuation price will be higher than the actual value of the target enterprise. Overvalued price causes the main type of financial risk faced with the cross-border M & As performing by Chinese enterprises. This risk is reflected in a series of cases, such as TCL and Thomson M & A, China Investment Corporation’s investment in Blackstone USA, acquisition of United Commercial Bank (UCB) by China Minsheng Bank (CMB).Take the failure of acquisition of UCB by CMB as an example. After the outbreak of the subprime crisis in American, western banks were shrinking. The CMB decided to merge the UCB in the United States. CMB injected funds to UCB twice in 2008. After the first injection, the bank’s market value shrank by 70%. CMB didn’t take this as a sign of warning, it injected again after that. Until September, 2009, financial investors suddenly announced the existence financial concealment by UCB, and in November UCB was permanently closed. In the process of M & As, CMB overvalued UCB and eventually increased the loss.How much information about target enterprises that acquirers get is vital to evaluation. Even if acquirers get enough information, it is so subjective to calculate target enterprises’ real value. In the CMB M & A case, there existed big difference between subjective evaluation and real value of UCB. After the first injection of capital, the biggest mistake for CMB was that it took the devaluation of UCB’s stock as an opportunity of another capital injection instead of warning.3.2 Financing RiskFinancing decision plays a vital role in the M & As. It is the foundation of pricing decision and also the condition of payment decision. The major financing channels used by enterprises in their cross-border M & As are their own funds, stock financing, and bank loans. At present, Chinese enterprises mostly use their own funds in acquisitions, resulting in increasing financial problems.In the case of acquisition of Alcatel by TCL in the year of 2004, the significant adverseeffect on TCL was due to bad financing decisions in M & As. In 2003 TCL’s annual profit was only about CNY ¥560 million, while Alcater’s amount of loss on TV sets and DVDs was as high as €120.TCL did not achieve profitability immediately after M & As. TCL not only was unable to repay debt generated from acquisition financing, but also increased the new debt. After that, TCL’s financial risks continued to expand.Financing risk is composed of two parts, one is the environmental risk of financing, and the other is the debt risk of financing. Environmental risk of financing associates with the country’s macroenvironment and the maturity of its financial markets, that is, the more capital markets are developed, the better the macroenvironment is; the more financing instrument may be used, the more acquirers can get financing with less cost. Debt risk of financing is related to the structure of repayment period. Although, as a whole, macroeconomic environment is well in China, the financial markets are not mature, and furthermore, unreasonable repayment structure will bring financing risk to acquirers.3.3 Payment RiskPayment decision is based on valuation decision and financing decision. At present there are mainly three kinds of payment mode: cash payment, equity payment, and leverage payment. Chinese enterprises generally use cash payment, which is the most risky one in their cross-border M & As. This payment mode can effectively help enterprises obtain the control of target enterprises successfully, but it increases financial pressure and the debt burden of Chinese enterprises, which easily leads them to liquidity risk and financial difficulties.In the case of acquisition of Fortis Group Belgium by Ping An Insurance (Group) Company of China, Ltd. (Ping An), from 2007 to 2008, Ping An bought Fortis’s stocks three times from secondary markets, accounting for 4.99% of the total shares, becoming the largest shareholder of Fortis Group. However, by 2008 November, Fortis’s share price fell 96% cumulatively, and Ping An suffered huge losses. In order to make cash payment in the secondary markets to get Fortis shares, Ping An published additionalits own shares and also increased debt. As a result of this M & A, Ping An’s financial risk was increased; the ratio of assets and liabilities was as high as 88.47% in 2008.China’s financial market established late, and is in a progressive stage of development. In immature financial markets, there are limited financing instruments that can be used for acquirers. Most of the capital comes from acquirers’ own capital, bank loans, or government grants. The use of their own capital takes up a lot of corporate liquidity, weakening the ability of dealing with emergencies with their liquid capital. For bank loans, in the immature capital markets, banks monopolize capital, ask for monopolized profits,and may have rent-seeking behavior. As a result, enterprises get bank loans only after paying for large cost. Government grants usually support specific industries and the related audit procedures are very complicated. Even if the companies were in the field of government subsidized industry, they might miss opportunities to complete M & A due to complicated procedures and lengthy audit.3.4 Exchange Rate RiskRMB is not an international currency, and its circulation is limited in the world, so it can not be used in international transactions. Therefore, Chinese cross-border M & As need foreign exchange, under normal circumstances, dollars or euros. For Chinese enterprises, whether to borrow or buy foreign exchange, there is time difference between the day of signing contract and of the actual payment, during which the change in exchange rates will affect the costs of M & As, so that enterprises face foreign currency risk. In addition, when enterprises settle their income in foreign currency, or pay debt, exchange rate change will lead to the uncertainty of their future earnings.In the case of acquisition of Aurukun project by Aluminum Corporation of China Limited (CHALCN), exchange rate risk was obvious. In March, 2007, CHALCN bid Australian Aurukun bauxite development project by $2.92 billion. During the period of bid, Australian dollar exchange rate was about 0.68, and in 2008 July, it appreciated to 0.9848. The Australian dollar rate fluctuated nearly 40%. While CHALCN deposits in dollars, the cross-border M & A project led to huge losses because of exchange rate fluctuation.Boundary condition of cash payments is (VAB-VA)/(1+a)≥Cp≥VB, where VAB is the acquirer’s cash flow after M & A, VA is the acquirer’s cash flow before M & A, a is the cost rate of cash payment, Cp is the amount of cash, and VB is the value of target enterprise. When (VABVA)/(1+a)<C, the cash paid could not be recovered, and the acquirer would suffer the loss. Otherwise, VAB is an estimated value and will be affected by the valuation ability of acquirer. Furthermore, the change of a cannot be controlled completely by the acquirer. Therefore, the use of cash payment will lead to uncontrollable risk.In the process of payment, companies must make reasonable arrangement for funding. As to payment arrangement, if enterprises arranged the time structure and scale structure unreasonably, a relevant factor, such as cost of corporate debt, tax cost, and intermediate costs, would increase and make the increase of post-merger cash flows less than the actual cash flow, resulting in acquirers’ ultimate loss, that is, they would suffer enormous pressure and expose themselves to financial distress.4. COUNTERMEASURES OF FINANCIAL RISKSIn this part, we analyzed the causes of financial risks in Chinese enterprises’ cross-border M & As and proposed the corresponding countermeasures.4.1 Prevention of Valuation RiskFor these businesses involved in cross-border M & As, accurate valuation is the first step to the success. Valuation affects the whole process of M & As. Therefore, it is very important to avoid valuation risk.First, hire a professional team of valuation. Since the Chinese enterprises lack experience of cross-border M & As, it is difficult for acquiring enterprises to grasp the main points in the process of valuation of target companies. It is more likely that target firms would hide key information from them. Usually a professional valuation team has rich experience in M & As, better information collection, and analysis ability, and usually it is able to obtain the information needed from analysis through its unique channels; thereby it helps reduce the risk of enterprise valuation.Second, choose scientific methods of valuation. Enterprises can choose a relatively accurate estimation methods based on the actual situation and may also give a certain weight to each valuation approach and make comprehensive valuation, in order to disperse the risks of each valuation method.Third, adjust financial statements. Financial statements can only reflect the past performance and cannot reflect the future one. At the same time, the financial statements cannot take the key points of business out of balance sheet included. In order to overcome these adverse factors of valuation, acquiring enterprises can adjust the financial statements of target companies according to the information they got about the target companies. They can include the business other than those shown on balance sheet into account, give the weight coefficient of financial indicators and make a comprehensive valuation of the target companies.4.2 Prevention of Financing RiskFor Chinese corporation, financing risks arise due to the immaturity of China’s financial markets. Chinese enterprises have limited choices of financing channels to fund their M & As, so it is difficult for them to obtain enough funds needed in M & As. At the same time, there is no reasonable capital structure when arranging financing. Therefore, for the above reasons, we proposed three countermeasures.First, improve the financial markets and support the development of private credit in order to provide cheap financing for M & As in the short time. Financial innovation will lead to creation of new financial instruments to meet the needs of companies and investors to facilitate corporate financing and raise enough funds, while decentralizing financingrisksSecond, use innovative financing methods. For example, in 2010, in order to finance acquisition of Volvo, Geely Automobile used both fund financing and government funding. In order to attract local government funding, Geely promised to build factories in the cities whose local governments have funded it. Eventually, Geely gained $3 billion fund from Chinese local companies, including $1 billion from International Daqing, $1 billion from Jiaerwo Shanghai, and $1 billion from Chengdu Bank.Finally, set up a reasonable set of repayment structure. Before enterprises involve themselves in M & As, they should take fully consideration of how to pay debts in two consequences of success and failure in M & As respectively. When companies fail in M & As, enterprises should have sufficient liquidity to repay debt resulted from the initial investment. And if companies can successfully achieve acquisition, then companies should make sure that their repayment time, scale, and structure can math their cash flow, scale, and structure after the merger of target companies.4.3 Prevention of Payment RiskPayment risk results from the dependence of Chinese enterprises involved in cross-border M & A on cash payment and unreasonable payment structure arranged by these enterprises. Therefore, in order to prevent payment risk, Chinese enterprises should adopt various payment methods in their cross-border M & As and arrange payment structure reasonably. Lenovo gives us a very good demonstration. In December, 2004, Lenovo purchased IBM’s PC business by $ 1.25 billion, $ 0.65 billion in cash plus $ 0.6 billion by shares of Lenovo. This payment method greatly reduced the pressure of cash flow pressure on Lenovo. It was shown that debt rate of Lenovo remained at normal level in 2004.4.4 Prevention of Exchange Rate RiskWider scope of Chinese exchange rate volatility helps RMB internationalization and also brings more challenges to enterprises who participate in cross-border M & As. Exchange rate risk will further intensify, so we need to take positive measures to avoid it.First, internationalize RMB gradually. If RMB become an international currency, Chinese cross-border acquiring enterprises can use the RMB directly, and then there is no currency exchange and no exchange rate risk. At present the achievement of RMB regionalization is only a small step in the process of RMB internationalization.Second, adopt different hedging strategies. They may prevent the risk of exchange rate by choosing different financial instruments and combining them to hedge in the foreign exchange market. There are many financial instruments we can use, such as: the foreignexchange forward, foreign exchange futures, foreign exchange options, and currency swaps.CONCLUSIONThe paper introduced the status of Chinese enterprise cross-border M & As, and then analyzed the financial risks faced with Chinese enterprise cross-border M & As, that is, evaluation risk, financing risk, payment risk, and exchange rate risk. In order to overcome or even prevent these risks, Chinese enterprises should accumulate experiences of cross-border M & As performance and take use of innovative financial methods. Chinese government should promote the financial markets, support financial innovation and promote RMB internationalization. By their all efforts, Chinese enterprises will perform better in heir cross-border M & As.中国企业跨国并购的财务风险摘要随着我国企业的综合实力和国家战略的实施，我国企业的跨国并购活动蓬勃发展。

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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。

企业兼并后财务状况分析外文翻译本科毕业论文(设计)外文翻译原文:Firm Financial Performance Following Mergers2. Hypotheses2.1. Long-term performance plansThe interests of managers and stockholders can potentially be aligned by management compensation plans. Long-term performance plans may lengthen a manager’s decision-making horizon since the performance plan compensation is deferred until the end of the award period and forfeited if the manager leaves during the period. Managers who are compensated only by a salary and bonus program may have a shorter decisionmaking horizon. Smith and Watts 1982 suggest that short-term bonuses give managers incentives to choose negative net present value projects that impose expenses after the manager retires and to turn down positive net present value projects with a long horizon.The horizon issue is further examined by Narayanan 1985 whose model shows that managers select projects yielding short-term profits to enhance the perception of their ability quickly and thus earn higherwages.This might be done by managers even though the project is not the one with the highest net present value. Tehranian, Travlos and Waegelein 1987 provide evidence that firms with long-term performance plans experience more positive abnormal returns at merger announcements than firms without these plans. Thus, our first hypothesis is that firms who compensate their managers with long-term performance plans will experience more positive post-merger financial performance than firms that do not have these plans.2.2. Method of paymentThe influence of method of payment on post-merger financial performance is ambiguous. Corporate finance theory suggests that the method used to finance a corporate acquisition should produce different valuation effects on the bidding firms’ stock prices because of signaling effects. The signalling hypothesis rests on the assumption that managers have inside information regarding the true value of the firm. This hypothesis predicts that managers, acting in the best interest of existing stockholders, would prefer a cash offer if they believe their firm is undervalued and a common stock offer if overvalued see Myers and Majluf, 1984; and DeAngelo, DeAngelo and Rice, 1984. Market participants might therefore interpret a cash offer as good news and a common stock offer as bad news. Empirical evidence Travlos, 1987 suggests that cash financing is associated with more positive abnormal returns at merger announcements by bidding firms.However, firms that pay for an acquisition in cash typically have large debt payments to make following the acquisition. These debt payments could have a negative impact on post-merger financial performance. Although we compute cash flow returns before deducting interest expense, the additional interest expense could reduce the firm’s ability to invest in other areas i.e., R&D and capital equipment that could have a significant impact on sales and performance. The direction of the effect, if any, is an empirical question.2.3. The market for corporate controlJarrell and Poulsen 1987 and Tehranian, Travlos and Waegelein 1987 provide evidence that bidding firms experienced significantly positive abnormal returns at the announcement of a merger during the 1970s, but experienced insignificant abnormal returns during the 1980s. Jarrell and Poulsen 1987 claim that this secular decline in stock returns reflects increased competition among bidders, changes in regulations affecting mergers which required more disclosure, and the rise of auction-style contests during the 1980s. Herman & Lowenstein 1988 also found conflicting results over different merger periods. In light of this evidence, our third hypothesis is that bidding firms that announce a merger after 1982 will experience poorer post-merger financial performance than bidding firms that announce a merger before 1983.2.4. Hostile takeoversWhether the acquisition is hostile or friendly should also have an effect on post-merger financial performance. When a merger is friendly, both sides usually reach agreement on the terms and this should signal a willingness to work together. Integrating the combined company should be less stressful. With hostile takeovers, often there is a bidding war that takes place to acquire the company. The bad feelings that could have developed during the takeover attempt could result in problems with the integration of the two companies. The fourth hypothesis is that firms who combine through a friendly takeover will have more positive post-merger financial performance than firms who combine through a hostile takeover.2.5. Industry relatednessIt is unclear what the impact on post-merger financial performance will be if the acquiring and target firms are in dissimilar industries. Firms in similar industries might achieve synergies and cost savings by eliminating overlapping areas. However, it might be more difficult to combine similar companies because it could mean asset sales, plant closings, and significant layoffs, which could lead to reduced employee morale. Firms in dissimilar industries might be able to exploit joint marketing arrangements for products that could be complementary. This could lead to increased performance of the combined company. Again, it is an empirical question.3. Data, methodology and research issues3.1. Sample selectionData were collected from the periodical Mergers & Acquisitions’ roster of the largest M&A transactions for the calendar years 1975 to 1990both years inclusive. Transactions involved M&As that were between U.S. firms that were publicly traded and had data on Standard & Poor’s COMPUSTAT tapes. Non-U.S. and private firms were eliminated since financial information is not available for them. Because our study examines the post-merger performance of combined firms only after an initial merger, we eliminated acquiring firms that were previously included in the sample. We also eliminated mergers involving firms in financial and regulated industries railroads and utilities because they are subject to special accounting and regulatory requirements and therefore difficult to compare with other firms.Proxy statements for 5 years prior to the acquisition announcement and 5 years following were examined to determine the compensation plans in effect. One firm had no proxy statements available and was eliminated from the sample. The final sample contains 162 acquiring firms. All 162 acquiring firms had short-term bonus and option plans, while 43 had long-term performance plans as well during the entire 10-year study period. The examination of proxy statements subsequent to the acquisition indicated that in all cases the plans were routinely renewed at expiration date. Information on the method used to pay for the acquisition wasobtained from the Wall Street Journal and the journal Mergers & Acquisitions. Fifty-one firms used stock to finance the acquisition, sixty-eight used cash, and twenty-three used a combination of cash and stock. Twenty firms had no data available on the method used to pay for the acquisition.3.2. Operating cash-flow measure of financial performanceOur study uses industry-adjusted operating cash flow returns on market value of assets as the measure of performance.We feel that accrual accounting-based performance measures, such as ROI, are inappropriate for comparing the post-merger performance with that of the pre-merger period because such measures could be affected by accounting methods and choices for consolidation of financial statements. Our statistic of industry-adjusted operating cash flow returns on market value of assets is computed as follows:1. We computed operating cash flows for each target and acquiring firm in our sample for each fiscal year as equal to: Sales revenues minus cost of goods sold and selling, general and administration expenses. This operating cash flow is arrived at before deducting depreciation, interest expense, income taxes and extraordinary losses as well as before adding extraordinary gains, interest income and non-operating revenues. Thus, it is not affected by changes in tax and leverage factors.2. The market value of assets is computed as the sum of the marketvalue of common stock plus the book value of debt and preferred stock, outstanding at the end of each fiscal year. We then computed the operating cash flow return on market value of assets for each firm for each fiscal year by dividing the operating cash flows by the market value of assets. For the pre-merger period, we combined them for the target and acquiring firms using the market value of assets as weights. For the post-merger period the denominator used is the pre-merger market values of the combined firm. In addition, the firm’s cash balance is deducted from the book value of debt to compute the value of net debt in the denominator.3. To control for macro-economic factors, we computed the industry-adjusted operating cash flow return on market value of assets as the difference between the combined firm’s return and the corresponding statistics for the median firms in each industry 2-digit SIC classification, computed for each year separately.4. We then selected, for each combined firm, the median industry-adjusted operating cash flow return on market value of assets for the five year periods preceding and following the year of the merger. We excluded the merger year from our analysis as there could be some anomalies. We have also used the difference between these median returns DROA in our analysis, in addition to various other variables such as, relative size of the target firm to the acquiring firm in terms of market value SIZE, dummy variable if the firm has a long-term performance planPLAN, dummy variable if the firm financed the acquisition by stock PAY, dummy variable if the transaction is hostile HOST, dummy variable if the acquiring and target firms are in the same industry IND, and a dummy variable if the merger year is later than 1982 YEAR.5. We selected the firms to be included in the control sample for “industry-adjustment” based on 2-digit SIC industry classification. Out of all the firms available in the COMPUSTAT tapes Industrial, research and full-coverage tapes, we eliminated firms that were in the initial sample of transactions. We also eliminated firms which were likely to have engaged in M&As themselves on the basis of a search for “codes” indicating merger activities in the Footnote Tapes of COMPUSTAT. Our rationale was that in order to get a proper control sample which is sufficiently different from the experimental sample, it is not enough to eliminate the sample firms alone. Since we are examining the post-merger performance of M&As, we felt that our control sample should be as free from M&As as possible Our method of computing the industry-adjusted cash flowreturn on market value of assets is similar to that of Healy et al. 1992, but there are some important differences. We used the 2-digit SIC classification for industry adjustment and did not make any “equity revaluations” for the changes in the market values of common stock of the target and acquiring firms surrounding the merger announcement.3.3. Initial evidenceTable 1 presents the summary statistics by year for the sample firms. The paired t-tests show that, on average, corporate performance following the merger improved significantly for the sample. However, breaking the sample down by years shows that merger performance in the earlier years of the study is driving the results. Although the difference between post- and premerger performance is positive and significant in years 1975 through 1982, it is insignificant in years 1983 through 1990. Table 1 also shows that in later years fewer acquiring firms had long-term performance plans and a higher percentage of mergers involved firms in related industries. This may partially explain why performance is poorer in later years4. Conclusion and summaryIn summary, the full regression model implies that firms which announced mergers prior to1983, that compensate their managers with long-term performance plans, that acquire firms in dissimilar industries, and that acquire smaller relative sized firms experience significantly better post-merger financial performance.In light of the results for the variable YEAR, the sample was split into two sub-samples composed of firms that acquired other firms after 1982 and firms that acquired other firms prior to 1983. Panel B of Table 3 reports the findings for firms that acquired other firms after 1982. The results provide evidence that firms that announced mergers after 1982 had more positive post-merger financial performance if their managerswere compensated with long-term performance plans. The other variables were not significant Panel C of Table 3, which reports the findings for firms that acquired other firms before 1983, shows that only the independent variable IND is significant. Although Table 1 shows that firms that announced mergers prior to 1983 had, on average, significantly more positive post-merger performance, Panel C of Table 3 shows that the variables PLAN, and SIZE had no significant impact on improving post-merger performance for firms that announced mergers prior to 1983.Our study finds that there is improvement in post-merger operating financial performance measured by industry-adjusted return on assets for the full sample, which is consistent with Healy et al. 1992. This conclusion is subject to the caveat that operating financial performance could be measured in many different ways and our measure is only one of these alternative measures.Source: //.aswamy.James F.Waegelein,2003.“Firm Fi nancial performance Following Mergers”.Review of Quantitative Finance and Accounting.20, pp.115-126.译文:企业兼并后财务状况分析2.基本假设2.1长期财务计划管理人员和股东的回报可以在管理补偿计划中实现。