(完整word版)企业并购文献综述总表
企业并购文献综述总表
企业并购文献综述总表作者时间文章名字视角理论方法实证结论(应用) 样本期限数量所用模型贺虹吕凡2008.01 对并购协同效应含义及计算方法的认识协同效应的含义及计算方法规范我国并购协同效应的计算可以从企业价值评估和业绩评价的理论方法着手，例如EVA、BSC、DCF、股价收益评估、财务数据等朱宝宪吴亚君2004.09 企业协同效应的计算国内外协同效应的实证研究中的计算方法规范协同效应的多种计算方法发展较成熟的是在异常累计基础上计算以及从业绩改变角度着手衡量，评价新模型和国内的两种方法在计算的合理性以及准确性上则需要做进一步的探讨。
word完美整理版夏新平宋光耀1999.03 企业并购中协同效应的计算内部、外部计算模型对协同效应的计算规范两种模型各有利弊，不能忽视企业的市场价值及交易成本，必须使用正确的折现率和恰当的考察时间点，排除非并购因素对净增加现金流和股票交易价格的影响。
另外，对并购前后的市盈率的变化还有待进一步的研究.董运宝2006年并购的协同效应分析并购协同效应的概念、内容规范并购的协同效应包括了经营、管理、财务、无形资产及产业协同。
我国目前产业结构不合理，公司治理结构不健全，组织管理方式落后，企业资本结构不合理，这些问题都有待于在并购中，通过发挥协同效应的作用加以改善。
word完美整理版张秋生周琳2003.06 企业并购协同效应的研究与发展国内外协同效应理论研究规范研究协同效应的微观运作机理，应用价值评估的理论与方法量化，结合我国企业并购的实际情况，实证检验若干影响协同效应实现的关键因素。
方芳闫晓彤2002年中国上市公司并购绩效与思考上市公司财务和会计数据核心竞争理论实证2000年发生并购公司的1999年-2001年的财务数据80横向并购：46纵向并购：10混合并购：24对每个样本3年选取9个指标：每股现金流量、每股收益、资产负债率、主营业务利润率、净资产收益率、销售净利润率、总资产报酬率、流动比率、速动比率。
关于企业并购的文献综述
关于企业并购的文献综述摘要企业并购已经成为世界范围内一种普遍的现象。
为了更加深入了解企业并购的方方面面，本文尝试对该领域内主要贡献者的观点进行整理、归纳，并梳理其理论逻辑，帮助广大理论和实践工作者不断地去发掘和完善。
本文对文献的综述包括以下三个方面：一、企业并购的动因。
二、企业并购的风险分析。
三、企业并购的会计方法的选择。
本文以对我国企业并购的动机和原因展开，企业并购的动因是多种多样的，各个文献视角不同，但都包括了企业内部因素和社会环境因素。
第二部分分析企业并购面临的风险，各文献从不同角度分析企业并购的风险并试图提出一些防范风险的建议。
第三部分围绕企业并购会计方法的选择展开。
关键词：并购动机；风险分析；风险防范；会计方法引言近年来，受国际金融危机快速蔓延和世界经济增长明显减速的影响，加上目前我国经济尚未解决的深层次矛盾和问题，我国经济生活中运行中的困难增加，经济下行压力加大，企业经营困难增多。
在此背景下，我国经济面临着前所未有的挑战和机遇，行业调整、企业洗牌在全球范围内展开，中国企业并购活动日趋活跃。
事实上自1998年以来，全球企业并购就开始出现新动向，它是国际政治、经济局势变化的反映，也是全球一体化程度加深、国际竞争力加剧、技术进步加决的结果。
企业并购对经济运行有着深刻的影响。
因此人们想了解，企业并购的动因是什么？各个时期的动因相同吗？企业并购会面临什么样的风险？人们该如何防范?企业并购的会计方法又是如何选择的？一企业并购的动机因企业并购动因不尽相同。
1997年，吴永林在《企业并购动因和目的析论》中从宏观和微观两个角度分析了企业并购的动机和原因。
宏观来看：（一）企业并购是我国产业重组的需要（二）企业并购是我国经济增长的需要（三）企业并购是我国市场组织的需要（四）企业并购是我国科技进步的需要。
微观上看，企业并购也有其内在的动机因素导致企业的并购冲动：（一）壮大企业（二）获得技术（三）强化竞争（四）优势互补。
企业并购财务绩效研究文献综述
企业并购财务绩效研究文献综述邓雅馨国内外学者对于企业并购财务绩效的研究大致分为四个研究方向：一是并购企业和目标企业的财务绩效；二是企业并购财务绩效的评价方法；三是企业并购财务绩效的影响因素。
下面，笔者将分别对这三个研究方向的国内外研究现状进行归纳总结和评述。
一、并购企业和目标企业财务绩效（一）并购企业财务绩效1.正收益Satish Kumar,Lalit K.Bansal 的研究结果表明，并购活动在大多数情况下能够使并购企业产生长期的协同效应，获得更多的现金流，形成更多的、多元化的业务，获得正的超额收益。
肖晗对2012年8月康恩贝制药并购伊泰药业的案例中并购方公司的绩效进行了研究，结论显示：短期并购交易能为并购方公司带来超额收益,对公司业绩提升有利,但长期绩效有待观察。
冯瀚文研究了2004年至2013年我国上市公司的并购绩效和影响并购绩效的因素，通过对超额累计收益率的显著性检验,认为并购事件能给收购公司的股东带来显著为正的超额累计收益率。
2.负收益Qamar Abbas,Ahmed Imran Hunjra,Rauf I Azam,Muhammad Shahzad Ijaz,Maliha Zahid 研究了巴基斯坦银行并购后的财务绩效，发现巴基斯坦银行并购后的财务绩效变差了。
Ramesh,Deepti,Valk,Vincent 研究了富勒公司收购中国天山新材料技术公司这一并购案例，研究结果表明，富勒公司并购后的财务绩效有所下降。
苏小东选取2008年至2009年间发生的52起国内并购事件为研究对象，运用因子分析法对并购企业的财务指标进行实证分析，研究发现并购活动并未改善并购企业的财务绩效，至少从短期来看，大部分并购企业的财务绩效有所下降。
王婷选取了煤炭行业的4个上市企业的并购活动作为研究样本，运用DEA 模型对企业的并购财务绩效进行评价，得出并购公司的财务绩效下降的结论。
（二）目标企业财务绩效大部分研究学者认为目标企业的财务绩效在并购之后得到了提高，唯一的不同只是提高了多少而已。
企业并购文献综述及外文文献资料
本文档包括改专题的：外文文献、文献综述一、外文文献Financial synergy in mergers and acquisitions. Evidence from Saudi ArabiaAbstractBusinesses today consider mergers and acquisitions to be a new strategy for their company's growth. Companies aim to grow through increasing sales, purchasing assets, accumulating profits and gaining market share. Thus; the best way to achieve any of the above-mentioned targets is by getting into either a merger or an acquisition. As a matter of fact, growth through mergers and acquisitions has been a critical part of the success of many companies operating in the new economy. Mergers and acquisitions are an important factor in building up market capitalization. Based on three structured interviews with major Saudi Arabian banks it has been found that mergers motivated by economies of scale should be approached cautiously. Similarly, companies should also approach vertical mergers cautiously as it is often difficult to gain synergy through a vertical merger. Firms should seek out mergers that allow them to acquire specialized knowledge. It has also been found that firms should look for mergers that increase market power whilst avoiding unrelated mergers or conglomerate mergers.Keywords: Synergy, Mergers and Acquisitions, Saudi Arabia1. IntroductionThere is a major difference between mergers and acquisitions. Mergers occur between similarly sized companies and the collaboration is "friendly" between both companies. However, Acquisitions often occur between differently sized companies and the partnership is usually forced and hostile.Wheelen and Hunger (2009) define a merger as a transaction involving two or more corporations in which stock is exchanged but in which only one corporation survives. In other words, the two companies become one and the name for the corporation becomes composite and is derived from the two original names. Furthermore, an acquisition is the purchase of a company that is completely absorbedas an operating subsidiary or division of the acquiring corporation (Wheelen and Hunger, 2009). The authors also state that hostile acquisitions are called takeovers.The main reason for firms entering into mergers and acquisitions (M&A) is to grow, and companies grow to survive (Akinbuli, 201 2). Growth strategies expand the company's activities and add to its value since larger firm have more bargaining power than smaller ones. A firm sustaining growth will always have more opportunities for advancement, promotions and more jobs to offer people (Wheelen and Hunger, 2009). In general, mergers and different types of acquisitions are performed in the hope of realizing an economic gain. For such a business deal to take place, the two firms involved must be worth more together than each was apart.A few of the prospective advantages of M&A include achieving economies of scale, combining complementary resources, garnering tax advantages, and eliminating inefficiencies. Other reasons for considering growth through acquisitions contain obtaining proprietary rights to products or services, increasing market power by purchasing competitors, shoring up weaknesses in key business areas, penetrating new geographic regions, or providing managers with new opportunities for career growth and advancement (Brown, 2005).Many firms choose M&A as a tool to expand into a new market or new area of expertise since it is quicker and cheaper than taking the risk alone. Furthermore, M&A happen when senior executives feel enthusiastic and excited about a potential deal ; the idea of successfully pursuing and taking over another company before the company s competitors are able to do so. Competition in a growing industry drives firms to acquire others. In fact, a successful merger between companies increases benefits for the entire corporation.However, failures also occur in M&A as indicated by Haberbserg and Rieple (2001) and Akinbuli (2012). They showed that 50% of acquisitions are unsuccessful; they increase market power but do not necessarily increase profits. Brown (2005) explains the reasons for the high failure rate of M&A as follows:(a) Over-optimistic assessment of economies of scale. Economies of scale are usually achieved at certain business size. However, expansion beyond the optimumlevel results in disproportionate cost disadvantages that lead to various diseconomies of scale.(b) Inadequate preliminary investigation combined with an inability to implement the amalgamation efficiently. Resistance to change and the inability for the acquired company to manage change well is a main reason for failure due to the resistance of the employees and management of both companies involved.(c) Insufficient appreciation of the personnel problems, which will arise, is due mainly to the differing organizational cultures in each company.(d) Dominance of subjective factors such as the status of the respective boards of directors.Therefore, drafting careful plans before and after the merger is a necessity that should not be overlooked. Some companies find the solution in hiring a change manager who will add value and better manage the transition of the "marriage between both companies" (Brown, 2005).2. Synergy in M&A and financial synergyThis section discusses the literature review in order to identify the importance of acquiring financial synergy in the M&A.2.1 Synergy in M&ASynergy, as defined in the business dictionary, is the state in which two or more agents, entities, factors, processes, substances, or systems work together in a particularly fruitful way that produces an effect greater than the sum of their individual effects. Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings (Mergers and acquisitions: Definition, n.d.).Synergy is also expressed as an increase in the value of assets as a result of their combination. Expected synergy is the justification behind most business mergers. For example, the 2002 combination of Hewlett-Packard and Compaq was designed to reduce expenses and capitalize on combining Hewlett-Packard's reputation for quality with Compaq's impressive distribution system (Synergy Business Definition, n.d.).Through research it has been noted that synergy is the concept that twobusinesses will generate greater profits together than they could separately (Wheelen and Hunger, 2009). Synergy is said to exist for a divisional corporation if the return on investment of each division is greater than what the return would be if each division were an independent business (Wheelen and Hunger, 2009). In order to succeed cooperation between the partners is the basic ingredient for achieving growth through synergy (Rahatullah, 201 0). This requires partners to build trust, commitment, and secure consensus, to achieve their targets (Gronroos, 1997; Ring and Van-de-Ven, 1994).Synergy can take several forms. According to Goold and Campbell (1 998) synergy is demonstrated in six ways: benefiting from knowledge or skills, coordinated strategies, shared tangible resources, economies of scale, gaining bargaining power over suppliers and creating new products or services.M8<A result in the creation of synergies, the sharing of manufacturing facilities, software systems and distribution processes. This type of synergy is referred to as operational synergy and is seen mostly in manufacturing industries. Another motive for forming an acquisition is gaining greater financial strength by purchasing a competitor, which increases market share. The aim of mergers and acquisitions is to achieve improvement for both companies and produce efficiency in most of the company's operations. (Haberberg and Rieple, 2001).However, Brown (2005) summarizes the sources of synergy that result from M8<A under the following headlines:1. Operating economies which include:(a) Economies of scale: Horizontal mergers (acquisition of a company in a similar line of business) are often claimed to reduce costs and therefore increase profits due to economies of scale. These can occur in the production, marketing or finance divisions. Note that these gains are not expected automatically and diseconomies of scale may also be experienced. These benefits are sometimes also claimed for conglomerate mergers (acquisition of companies in unrelated areas of business) in financial and marketing costs.(b) Economies of vertical integration: Some acquisitions involve buying outother companies in the same production chain. For example, a manufacturer buys out a raw material supplier or a retailer. This can increase profits through eliminating the middleman in the supply chain.(c) Complementary resources: It is sometimes argued that by combining the strengths of two companies a synergistic result can be obtained. For example, combining a company specializing in research and development with a company strong in the marketing area could lead to gains. Combining the expertise of both firms would benefit each company through the gained knowledge and skills that individually they lack.(d) Elimination of inefficiency: If either of the two companies had been badly managed; its performance and hence its value can be improved by the elimination of inefficiencies through M&A. Improvements could be obtained in the areas of production, marketing and finance.2. Market power; Horizontal mergers may enable the firm to obtain a degree of monopoly power which could increase its profitability. Coordinated strategies between both companies will lead the entire organization in gaining competitive advantage. Gaining bargaining power over suppliers is realized since the company is larger in size after the merger.3. Financial gains; Companies with large amounts of surplus cash may see the acquisition of other companies as the best application for these funds. Shared tangible resources such as sharing a bigger building, more office supplies, equipment, manufacturing facilities and research and design labs will also lead to a reduction in costs translated into better financial performance. McNeil (2012) identifies that the shareholders of a business under M&A process may benefit from the sale of their stocks, this is especially true if the M&A is with a better, bigger and more reputable prospective partner.4. Others; such as surplus management talent, meaning that companies with highly skilled managers can make use of their qualified personnel only if they have problems to solve. The acquisition of inefficient companies allows for maximum utilization of skilled managers. Incorporating the efforts of both management teamswill drive the creation of innovative products or services.The synergy factor prevails in the M&A when the firms produce a greater return than the two individual firms owing to reasons such as improvements in efficiency and an increase in market power for the merged or acquired firms (Berkovitch and Narayana, 1993).2.2 Financial synergyAs defined by Knoll (2008), financial synergies are performance advantages gained by controlling financial resources across businesses of firms. There exist four types of financial synergies, which are:1. Reduction of corporate risk: Reduction of corporate risk is increasing the risk capacity of the overall firm, which means the ability of the firm to bear more risk. Meaning that by increasing the risk capacity the shareholders will invest more in the company and the firm will gain benefits such as coinsurance effects.2. Establishment of internal capital market: Establishing internal capital gains means that the firm will decrease its financing costs and will increase financial flexibility which results in the company having higher liquidity and the ability to pay its creditors easily.3. Tax advantages: Tax advantages by reducing the tax liabilities of the firm using the losses in one business to offset profits in the other business referred to as "profit accounting".4. Financial economies of scale: Financial economies of scale reducing transaction cost in issuing debt and equity securities (Knoll, 2008).3. Methodology and resultsFor this project, the method of interviews was used due to it being the most appropriate way to gather information about the interpretation of events, as to why some mergers produce synergy while others do not; and to understand the reasons why companies enter into mergers. In Saudi Arabia it is difficult to secure responses from senior executives. Approaching such a person is not only difficult protocol wise but there are bureaucratic hurdles. The quantitative analysis is more suitable for large scale data collection (Denzin and Lincoln, 1997). Whereas, qualitative researchprovides the researcher with the perspective of target audience members through captivation and direct interaction with the people under study (Glesne and Peshkin, 1992). These methods help to comprehend what others perceive of a certain phenomenon, postulates Creswell (1994).The planned interview method was to use a structured interview. In a structured interview, the researcher knows in advance what information is needed and asks a predetermined set of questions (Sekaran and Bougie, 2009). The same questions are asked of all interviewees, which allows for better comparison of the responses than unstructured interviews, where the interviewees are asked different questions. The structured interview process does allow the researcher to ask different follow up or probing questions based on the interviewee's response. This allows the interviewer to identify new factors and gain a deeper understanding of the topic (Sekaran and Bougie, 2009).Since the interviewees were located in different parts of Saudi Arabia the interviews were scheduled in advance and conducted face to face. The data was gathered by taking notes during the interviews, which were not recorded as that may have seemed too intrusive.When conducting interviews it is important to conduct them in a manner that is free of bias or inaccuracies. According to Sekaran and Bougie (2009), bias can be introduced by the interviewer, interviewee or the situation. Interviewers can introduce bias by distorting the information that they hear so it aligns with their expected responses to the question or through simple misunderstandings. To prevent this, the respondents' answers were summarized back to them before moving on to the next question. Interviewees can introduce bias if they do not like the interviewer or if they phrase the answers to be biased towards what they think the interviewer wants to hear. Since the interviewees were obtained through referrals, it is highly unlikely that they gave false responses. Also, the basic area of research was discussed with the interviewees, but no hypothesis was advance to them, such that they would skew their answers to what they though the interviewer wanted to hear.Three companies were interviewed and asked a specific set of questions (seeAppendix). There are numerous reasons to interview three companies in Saudi Arabia. These are the following:* The M&A in Saudi Arabia are normally carried out by large size companies.* It is difficult to reach out to the senior managers to discuss such issues.* The officers are also tied by company confidentiality rules to not divulge information.* The number of M&A is also significantly less in comparison with other countries.* The researchers, using diverse resources including personal contacts and formal requests, were able to reach out to three of the major companies of the Kingdom.An interview was conducted with National Commercial Bank (NCB) NCB is an international bank headquartered in Saudi Arabia and engaged in personal, business and private banking, and wealth management (NCB, 2011 ). Another interview was done with Samba Financial Group. Samba is also an international bank headquartered in Saudi Arabia that is engaged in personal and business banking (Samba, 2011). The third company that was interviewed was Savola Holding Company, which is headquartered in Jeddah, Saudi Arabia and is engaged in the food industry. Through subsidiary companies, Savola is engaged in the manufacturing of vegetable oils, dairy products and food retailing operations both in Saudi Arabia and other international markets. Due to strict confidentiality of the companies interviewed, the names of the people will not be mentioned or their titles. This was the most important condition in order to conduct these interviews.Each of the three companies has been involved in significant mergers. NCB's most significant merger was when it acquired a Turkish bank, Turkiye Finans Katilm Bank in 2008. Samba's most significant merger was its acquisition of Cairo Bank in 1 999. Savola's most significant acquisition was its acquisition of Al-Marai in 1 991.NCB has engaged in four mergers overall and three international mergers. In addition to its acquisition of the Turkish bank, it acquired Estate Capital Holdings, The Capital Partnership Group Limited and NCB Capital. The acquisitionoftheTurkish bank was considered its most successful acquisition because it allowed NCB to expand into a new international market with strong growth.While NCB does not consider any of its acquisitions to be a failure, it has recognized losses through goodwill impairment, even in the Turkish bank acquisition. Samba's most prominent M8<A has been with Cairo bank of Egypt.Savola has engaged in about 10 mergers including a few international mergers. It considers its acquisition of Panda (a supermarket chain) in 1998 to be its most successful because it allowed Savola to gain a major presence in the food retailing market and increases revenues significantly. Savola has had a couple of mergers that it considered to be failures. One such example was when it acquired a real estate company in Jordan. This company was outside Savola's core business and outside its home country. Savola's learning from this failure was not to invest outside its core business in a foreign country as there was no ability to create any value through this merger and it was investing in a country that it did not know as well as its home country. Another failed merger occurred when it acquired an edible oil company in Kazakhstan. This merger failed because even though the acquired company had good fundamentals, the value creation mechanisms were quite different between the two companies.Strategic motivations for mergers were discussed with the companies and Samba provided details. One motivation is to increase lines of business. Another motivation is to move into a new geographic area. In many cases when expanding into a new country, it is easier to acquire an existing business than try to start a new one. Another motivation is to increase market share.Particularly in a mature industry, a company can gain market share quickly through an acquisition, while it is usually a slow process to gain market share organically in an incremental manner.All the companies tried to achieve company growth and synergy in their mergers.The criteria and selection process for mergers were also discussed with the companies. Savola worked with financial institutions to identify acquisition target companies. Savola looked for companies that were among the leaders in theirrespective markets. Savola believed that companies that were leaders generally had good processes and were well managed, so their operations would be good to acquire. After the failed merger with the real estate company, Savola looked to acquire companies related to its core food manufacturing and sales business. All companies obviously reviewed financial statements closely to assess the financial condition of the acquired firm. Samba noted that sometimes in the banking and financial industry, strong banks will acquire banks that are in a weak financial condition in a rescue operation, often due to political reasons. In reviewing candidates for a merger, Savola engages its operations and technical team to assess the target company's operation, processes and potential fit into the business group.The three interviewed companies use various metrics to evaluate the success of the merger. Savola evaluates the revenue growth of the sector where the acquisition occurred along with the market share and operating cost. The goals are to increase revenue, increase market share or reduce operating cost. Samba evaluated similar metrics of market share and operating cost.Samba noted that it usually takes until the second year after a merger to evaluate its success. In the first year, there are onetime costs associated with integration costs of the merger. It usually takes until the second year to see reduced operating costs from activities such as closing and consolidating branches.The different ways to obtain synergy in a merger were discussed with the companies. Savola looked to obtain synergy through economies of scale, as acquisitions would add to the company's shipment volume, which would allow the company to reduce freight and distribution costs. Samba also looked to obtain synergy through economies of scale and eliminating the duplication of activities. When it acquired Cairo bank, which had previously acquired United Saudi Commercial Bank, Samba was able to cut costs in Saudi Arabia by reducing the number of bank branches and ATMs. NCB was able to gain financial synergies in its mergers by developing a more diversified and lower risk portfolio of investments.From the responses to the questions included in the structured interview, the following findings can be highlighted:A. Mergers to Expand to International Markets:One finding is that firms undertake some mergers to expand into new international markets. In doing so they are gaining the synergy of the acquired firm's knowledge of the market. In these cases, the acquiring firm saves the costs of starting up a business in the new country, gaining the necessary approvals, learning how to do business successfully in the market and building a brand in the country. This is especially true in the bank and finance industry, where the industry is closely regulated. It can be easier to acquire a company that already has all of the necessary regulatory approvals as opposed to trying to gain all of the necessary approvals to conduct business legally in the selected market. Also, building a brand is important in the banking industry, as consumers and commercial customers prefer to do business with a trusted firm. In these mergers, synergy can be gained through the acquired firm's knowledge of the market and the acquiring firm's capital. The new infusion of capital can often allow the acquired firm to grow in the market. The NCB acquisition of the Turkish bank is a good example of this type of synergy.Even when a firm acquires a company within their own market there is the chance to create synergies through knowledge gained and transferred. In many cases, the acquired firm has certain processes in some areas that are better than the acquiring firm, so selecting the best process allows the merged firm to improve its overall processes. Also, the acquiring company usually has some processes that are better than the acquired firm's processes in some areas, which allows the company to improve the newly acquired operations. As noted by Samba in its interview, the goal is to utilize the optimum processes from both companies to produce synergy from the merger.B. Mergers to Gain Economies of Scale:Firms also seek and gain synergies through economies of scale. Larger businesses can often gain economies in certain business activities including manufacturing, distribution and sales. One of the goals of Samba's mergers was to gain synergies through economies of scale. In their mergers, Savola hoped to gain economies of scale in shipping and distribution activities. Economies of scale can alsobe achieved in the banking industry since the cost of processing checks or issuing credit cards is likely to decline on a per unit basis with increasing volume; therefore the fixed cost associated with these activities can be spread over a larger volume. The result is reduced costs, which makes the merged firm more profitable and more competitive in the market.C. Eliminating Inefficiencies:Another way to achieve synergy is through elimination of inefficiencies. Removing the duplication of resources can eliminate inefficiencies. In horizontal mergers, it is common for the merged company to consolidate operations, close offices and reduce staff. Samba mentioned that reducing the number of bank branches, ATMs and staff was one of the ways that they drove cost efficiencies after acquiring Cairo Bank. Samba also provided the insight that there is a delay for these cost efficiencies to show up in financial performance, since it takes time to remove the duplication of resources involved and there are one-time costs associated with removing the duplication of resources. The official also pointed out that the success or failure of a merger should not be evaluated until at least two years after the merger.D. Gain More Market Power:Firms also try to achieve synergies through an increase in market power, by controlling a larger share of the market. Discussions with all respondents implied increasing market share to be one of the motivations to enter into a merger. Savola and Samba both mentioned increasing market share as a way to judge the success of a merger. Greater market power can improve profitability through a couple of mechanisms. One such mechanism is greater monopoly pricing power in the market, which allows firms to increase prices due to reduced competition. This is one reason that major mergers have to be approved by government regulators who s objective is to maintain a competitive market. A second mechanism is increased buyer power over suppliers. Since the merged firm represents a greater portion of an industry's business, suppliers to the industry want the merged firm's business more, which gives the merged firm better negotiating power over suppliers. This allows the merged firm to reduce its costs and increase it profits. However, a strategic perspective could be onthe supplier side as Porter (1 998) identifies that the stronger the company becomes the weaker the supplier becomes thus reducing their bargaining power.E. Gain Growth:Growth is one of the main reasons that firms undertake mergers, as this was mentioned by all of the companies interviewed. Companies seek growth through mergers because it can allow them to gain market power, which generally leads to increased profits. Mergers are also a way to satisfy investors'/shareholders' expectations for growth. In many cases, it is difficult to grow a business in a mature market organically, so mergers are often the best way to achieve growth.Samba provided a perspective on the use of acquisitions as a growth strategy. Samba believed that within the same industry organic growth was less expensive than growth through acquisition because a premium had to be paid for another company's operations in the same industry. Samba believed that when trying to expand into a different industry, growth through acquisition was less expensive than organic growth because the firm had no knowledge or expertise in the new industry. Samba used this philosophy when formulating their strategic growth plans. If the company simply wanted to expand within their current industry, the focus would be on organic growth initiatives, whereas if the company wanted to grow by expanding into new industries, the focus would be on acquisitions.F. Reducing RisksFirms can gain synergies by reducing their overall risk through diversification and reducing their cost of capital. Generally, this is a weak form of synergy and prone to failures because it often entails firms moving into businesses outside of their core competencies. The businesses are then run without the knowledge of how to run a business successfully in that market. This leads to operational losses or subpar performance in the industry, which negates any synergistic gains from reducing the company's overall risk.This was experienced by Savola, who acquired a real estate company, which was outside its core business of the food market. Consequently, the acquired real estate business produced subpar performance and losses, which negated any gains from。
国内外企业并购动因理论文献综述
国内外企业并购动因理论文献综述国内外企业并购是指企业为了实现经济效益和战略目标，通过购买或兼并其他企业的资产、股权或业务来实现的行为。
企业并购是一个复杂的决策过程，涉及到多个因素和变量。
本文将对国内外企业并购动因理论进行综述。
1.经济效益理论经济效益理论是企业并购决策中最为重要的理论之一。
这一理论认为，企业并购的主要目标是通过合并和整合资源，实现规模经济、范围经济和壁垒经济，从而提高企业的效益、降低成本并增强竞争力。
企业通过并购可以实现资源的互补性，提高生产效率和市场份额，进而获得更高的利润和回报。
2.战略目标理论战略目标理论认为，企业并购的动因主要源于企业战略目标的实现需要。
企业在制定并购策略时，通常会考虑到自身现有资源能力与目标市场的差距，通过并购可以快速获取所需的资源和能力，并加快实现战略目标的进程。
企业并购的战略目标包括国际化、多元化、垂直一体化等。
3.经验学习理论经验学习理论认为，企业并购行为受到企业经验积累的影响。
企业通过一系列并购行为，积累了丰富的经验和知识，从而能够更好地应对并购决策所面临的不确定性和风险。
企业在并购决策中会参考过去的并购经验，评估风险和机会，并选择最合适的并购战略和实施方式。
4.交易成本理论交易成本理论认为，企业进行并购的动因主要是为了降低交易成本。
交易成本包括信息获取成本、谈判成本、合同监管成本、交易执行成本等。
通过并购可以消除市场不完全性和信息不对称性，降低交易成本，提高资源配置效率和经济效益。
5.市场势力理论市场势力理论认为，企业进行并购行为主要受到市场势力的影响。
市场势力包括市场竞争、市场需求、市场结构等因素。
企业通过并购可以扩大市场份额，增强市场地位，改变市场结构，从而增强企业在市场中的竞争力和议价能力。
6.机会成本理论机会成本理论认为，企业进行并购的动因主要是为了避免错失市场机会。
企业在制定并购决策时会考虑自身发展的机会成本，即如果不进行并购，可能会错失的机会。
并购阶段概况的文献综述
并购阶段概况的文献综述并购是指一个公司通过收购或合并方式，获得另一个公司或若干个公司或其业务或财产。
并购是企业实现战略转型的常用手段之一，对于企业增强竞争力，拓展市场和资源优化具有重要意义。
但是，由于并购涉及到多方面利益的博弈，因此并购过程中的风险和挑战也不容忽视。
一、并购过程1. 收购要约阶段收购要约是指收购方向被收购方的股东发出收购要约，要约方向被收购方的股东提出自愿性收购。
2. 反应期被收购方的股东可以接受要约、拒绝要约、暂缓回应、要求交涉等。
3. 交涉期双方进行交涉，如被收购方接受要约则双方进入签约阶段。
双方签订合同进行交易。
5. 执行期完成合同的履行。
二、并购风险剖析1. 经营风险包括被收购方的经营收入增长停滞、利润下降等经营风险。
2. 市场风险包括被收购方市场结构的变化、市场风险等。
3. 财务风险包括被收购方的财务风险和融资问题等，可能会给收购方造成财务上的损失。
4. 法律风险包括被收购方遗留的法律纠纷、侵权诉讼等法律上的风险。
三、优化措施1. 组建专业团队由于并购涉及到多方面的因素，因此应该组建专业的团队对并购项目进行评估、财务分析和风险评估等工作。
2. 制定完备的并购方案应该制定完备的并购方案，包括对被收购方公司的财务、市场、业务和人员等方面进行评估和分析，以保证并购成功。
在并购前应该进行彻底的法律尽职调查工作，以充分了解被收购方公司的法律情况，避免法律争端。
4. 建立合适的融资方案建立合适的融资方案可以帮助收购方有效地应对资金不足的情况，确保并购顺利完成。
五、结论并购是企业发展中的常见手段，它可以提高企业的竞争力和市场份额，但同时也存在一定的风险挑战。
企业应该制定完备的并购方案，组建专业团队进行评估和风险评估，并严格检测法律风险。
通过合适的融资方案确保并购资金充足，既确保并购顺利完成，又有效避免并购风险和挑战的出现。
并购阶段概况的文献综述
并购阶段概况的文献综述
并购是企业间合并的一种重要方式，具有促进竞争、拓展市场等多种优势。
对于并购
阶段的管理与控制，学者们进行了多次研究和讨论。
首先，一些学者关注并购的成功因素。
他们认为，合适的目标企业选择、合理的定价、协调的整合计划，以及顺畅的组织文化融合等因素是实现并购成功的关键。
其中，组织文
化融合是不可或缺的一步，要通过妥善安排交流机制、建立统一的文化价值观等方式消除
企业间文化障碍。
同时，一些学者还提出，对于跨国并购而言，政府的政策、法律的规定
等外部因素也可能会对并购的结果产生影响。
其次，另一些学者关注并购阶段的风险控制。
他们指出经济环境的不确定性，如市场
波动、金融风险等，是导致并购失败的原因之一。
他们认为，要通过合理的风险规避策略，如收购前的尽职调查、再保险、风险转移等措施，来降低风险水平。
此外，学者们还建议，在一个并购交易的不同阶段，应该采取相应的风险管理和控制策略。
最后，有些学者研究并购后的绩效评价。
他们认为，对于并购后的绩效评价，需要对
交易前后的企业财务状况、管理能力、组织文化等多个领域进行评估。
在具体的评价指标
方面，学者们提出了许多不同的方法，如财务表现、市场表现、员工满意度和顾客满意度等。
此外，由于绩效评价可能对未来并购拓展产生影响，学者们强调了绩效评价的重要性，同时建议，制定合理的绩效评价需要考虑到企业的独特性。
综上所述，对于并购阶段的管理与控制，学者们研究的重点涵盖了成功因素、风险控
制和绩效评价等方面。
他们提出了许多理念和方法，以指导企业在并购过程中取得成功。
企业并购绩效及影响因素文献综述
企业并购绩效及影响因素文献综述一、引言企业并购是指两个或多个公司之间通过收购或合并等方式，以实现规模经济、资源整合和市场扩展为目的的一种商业活动。
在全球化和市场竞争日益激烈的今天，企业并购已成为企业发展战略中不可或缺的一部分。
并购活动并非总能带来预期的效果。
很多并购案例以失败告终，给相关公司和投资者带来了严重的损失。
研究企业并购绩效及其影响因素对于理解并购活动的成功与否，具有重要的理论和实践意义。
本文将综述国内外学者对企业并购绩效及其影响因素的研究成果，以期为相关领域的学术研究和实际操作提供参考。
二、企业并购绩效评价企业并购的绩效评价是一个复杂的课题，绩效评价的结果将直接影响并购的成败。
在学术研究和实际操作中，对企业并购绩效的评价多从财务绩效和战略绩效两个方面展开。
1. 财务绩效评价企业并购后的财务绩效是最直观的表现，也是衡量企业并购成败的重要指标之一。
而对企业并购的财务绩效评价主要体现在企业的收益能力、资本结构、市场价值和现金流量等方面。
对于并购后企业的收益能力，通常通过销售收入、净利润、息税前利润（EBIT）等指标来反映。
而资本结构方面，则主要关注企业的财务杠杆、偿债能力和股权结构等情况。
市场价值和现金流量也是企业并购绩效评价的重要方面。
2. 战略绩效评价企业并购的战略绩效主要关注企业战略目标的实现情况，包括市场份额的扩大、产品创新、技术升级和品牌价值等方面。
通过对市场份额、市场渗透率、产品销售情况和品牌影响力等指标的分析可以评估企业并购后的战略绩效情况。
三、影响企业并购绩效的因素企业并购绩效的成败受多种因素的影响，其中包括公司内部因素、外部市场因素和并购过程中的管理决策因素等。
1. 公司内部因素公司内部因素包括企业规模、企业业绩、企业文化、管理制度和团队合作等。
研究表明，企业规模较大、业绩稳定、管理制度健全、企业文化相近、团队协作良好的企业，进行并购后的绩效往往更好。
2. 外部市场因素外部市场因素主要包括宏观经济环境、行业竞争环境、市场需求和法规政策等方面。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
作者
时间
文章名字
视角
理论
方法
实证
结论(应用)
样本期限
数量
所用模型
贺虹
吕凡
2008.01
对并购协同效应含义及计算方法的认识
协同效应的含义及计算方法
规范
我国并购协同效应的计算可以从企业价值评估和业绩评价的理论方法着手，例如EVA、BSC、DCF、股价收益评估、财务数据等
朱宝宪
吴亚君
2004.09
规范
两种模型各有利弊，不能忽视企业的市场价值及交易成本，必须使用正确的折现率和恰当的考察时间点，排除非并购因素对净增加现金流和股票交易价格的影响。另外，对并购前后的市盈率的变化还有待进一步的研究.
董运宝
2006年
并购的协同效应分析
并购协同效应的概念、内容
规范
并购的协同效应包括了经营、管理、财务、无形资产及产业协同。我国目前产业结构不合理，公司治理结构不健全，组织管理方式落后，企业资本结构不合理，这些问题都有待于在并购中，通过发挥协同效应的作用加以改善。
冯根福 吴林江
2001年
我国上市公司并购绩效的实证研究
上市公司并购绩效
实证
1995-1998
201
使用因子分析法是对选取4个指标进
行因子分析提取公共因子，再以每个因子的方差贡献率作为权数与该因子的得分乘积的和构造综合得分函数。
上市公司并购绩效从整体上有一个先升后降的过程；不同并购类型在并购后不同时期内业绩不相一致；另外，并购前上市公司的第一大股东持股比例与并购绩效在短期内呈正相关。
洪锡熙 沈艺峰
2001年
公司收购与目标公司股东收益的实证分析
公司控制权市场理论
实证
1996.09.06-1997.01.23
1993.01.05-1999-11.17
88
1691
SLM市场模型
Rt=α+βRmt+εt，其中Rt是申华股票价格第t日的实际收益率，Rmt是上证综合指数收益率，α、β是回归参数，εt是随机误差
实证
2004
84
Healy净现金流量的评价模型
并购方并购发生后短期协同效应显著，总体而言长期受到协同效应的正而影响，但个体差距较大，个别公司受到负而的影响.
孟庆丽
2013年
并购的协同效应计量及实证检验
实证
2007-2011
1795
超额利润率=a+ b1*货币资金比率+b2*应收账款比率+b3*固定资产比率+b4*在建工程比率+b5*无形资产比率+b6*商誉比率+b7*短期借款比率+b8*长期借款负债比率+b9*行业平均收益比率+￡
80
横向并购：46
纵向并购：10
混合并购：24
对每个样本3年选取9个指标：每股现金流量、每股收益、资产负债率、主营业务利润率、净资产收益率、销售净利润率、总资产报酬率、流动比率、速动比率。
将指标按并购前一年、并购当年、并购后一年分别做因子分析
横向并购的绩效明显优于纵向和混合并购。并购作为提高企业竞争力和产业整合手段正在发挥着巨大的作用。但但目前上市公司的并购过程存在着很多问题
企业协同效应的计算
国内外协同效应的实证研究中的计算方法
规范
协同效应的多种计算方法发展较成熟的是在异常累计基础上计算以及从业绩改变角度着手衡量，评价新模型和国内的两种方法在计算的合理性以及准确性上则需要做进一步的探讨。
夏新平 宋光耀
1999.03
企业并购中协同效应的计算
内部、外部计算模型对协同效应的计算
李善民 陈玉罡
2002年
上市公司兼并与收购的财富效应
并购双方股价变化及股东财富变化
实证
1999-2000
349
收购公司：196目标公司：153
用的股东带来显著的财
富增加，而对目标公司股东财富的影响不显著；不同类型的并购有不同的财富效应；国家股比重最大和法人股比重最大的收购公司其股东能获得显著的财富增加，而股权种类结构对目标公司股东财富的影响不显著。
在我国目前的市场条件下,二级市场收购并不能给目标公司带来收益。
张新
2003年
并购重组是否创造价值？
实证
1993-2002
1216
我国经济的转轨加新兴市场的特征为并购重组提供了通过协同效应创造价值的潜力，本文提出的新的理论假说“体制因素下的价值转移与再分配”和“并购重组交易的决策机制”，更直接地解释了并购重组对目标公司、收购公司和社会总体的不同效应。
只有并购目的是为了获得被并购公司无法入账的自创商誉而进行的并购或者是为了并购后能够形成协同效应而进行的并购的时候，商誉比率与超额利润率才显著正相关，作为计量并购协同效应的商誉才是创造超额利润的源泉。
唐建新
贺虹
2005年
中国上市公司并购协同效应的实证分析
股东财富变化
实证
1999-2002
38
面板数据和一个二元选择模型
短期内，企业并购产生了积极的协同效应，但从长期来看，企业并购产生的协同效应是消极的；收购股权、关联交易和法人股为第一大股东对协同效应的影响是正面的，而横向并购、混合并购、等对协同效应的影响是负面的。并购活动并未提升收购公司和目标公司的业绩。
张秋生
周琳
2003.06
企业并购协同效应的研究与发展
国内外协同效应理论研究
规范
研究协同效应的微观运作机理，应用价值评估的理论与方法量化，结合我国企业并购的实际情况，实证检验若干影响协同效应实现的关键因素。
方芳
闫晓彤
2002年
中国上市公司并购绩效与思考
上市公司财务和会计数据
核心竞争理论
实证
2000年发生并购公司的1999年-2001年的财务数据
张瑞稳
冯杰
2007年
中国上市公司并购协同效应的实证研究
实证
2005
86
累计超额收益率CAR
我国上市公司的并购对收购公司没有产生应有的协同效应，收购公司的股东财富受到损害。不同行业的并购其协同效应的差异并不明显，是否为关联交易对协同效应有一定的影响。
曾劲业王启乐
2011.03
上市公司并购协同效应:基于净现金流量的实证检验