家族企业收购,私募股权和战略变革[文献翻译]
18542816_从家族企业到企业家族
经典案例CLASSIC CASE从家族企业到企业家族——百亿正泰集团股权“稀释”成长路在温州，大部分民营企业都是从家庭作坊发展起来的，老板往往就是唯一的股东，几乎没有人愿意“稀释”股权。
但是，正泰集团靠5万元起家，一步步发展成具有600亿规模的国际化大型企业集团，成为全国低压电器开关行业龙头老大，其“秘诀”却正是通过“稀释”股权。
稀释个人股权40%，赢得年收入5000万1984年，对南存辉来说是极具历史性意义的一年。
这一年，南存辉给家里人特别是父亲做了大量的思想工作，最终靠着父亲把家里的几间老屋抵押贷款的5万元钱，和同学合作办起了一家小工厂，也就是正泰的前身——乐清县求精开关厂。
1991年，就在求精开关厂发展态势比较好的时候，南存辉与同学因经营思路和价值观不同，产生意见分歧。
基于求精开关厂当时1比1的股权比例，将精益开关厂一分为二，南存辉拿到属于自己的100万元资产，挣到了他人生的第一桶金，同时也积累了创 综合报道/本刊记者 戎文华在今年全国“两会”上，全国政协常委、全国工商联副主席、正泰集团董事长南存辉表示，“民营企业从无到有、从小到大，现在已经进入高质量发展的新时代，民营企业的高质量发展一定会有非常好的预期。
”南存辉所说的，其实也正是正泰集团从家族企业到企业家族的真实写照。
业和管理经验。
那个时候，温州柳市镇聚集了1000多家低压电器厂家，被誉为“中国电器之都”。
在南氏家族中，有不少人都在柳市镇开办“前店后坊”式的低压电器厂，或是专门做电器销售的，有一定的生产、管理和销售能力与经验，并且积累了一些资本，但是单打独斗力量毕竟有限。
而且最为重要的是，南存辉看中了家族成员团结一致——“人和”。
因此南存辉做了一次重要的决定，将家族的力量整合起来形成合力。
他从妻兄黄李益融资15万美元成立了中美合资温州正泰电器有限公司，黄李益的融资名为投资，实为借款。
接着弟弟南存飞、外甥朱信敏、妹夫吴炳池和林黎明等纷纷加入，南存辉完成了家族增资扩股，组建了典型的家族企业，南存辉100%的股权被稀释为60%，其余家族成员占剩余的40%。
家族企业管理论文：家族企业代际传承中的影响因素与对策分析
家族企业管理论文：家族企业代际传承中的影响因素与对策分析摘要:中国的家族企业发展到今天,代际传承已经成为制约家族企业可持续成长的重要因素。
只有在继任前后及其过程中尽可能地考虑到各方面的因素,制定好传承的计划才有可能提高家族企业继任过程的满意度从而使我们的家族企业基业长青。
关键词:家族企业;代际传承;策略分析20世纪70年代末80年代初以来,中国不断深入的改革开放的大环境与家族主义和泛家族主义文化传统的结合,注定了我国企业将再现家族经营模式。
经过三十多年的发展,我国的家族企业取得了长足的进步,但创业者们也面临着如何将企业顺利的转向下一代继承者的问题。
根据浙商研究会的研究,有80%的浙商家族企业面临交接危机。
方太集团主席茅理翔更是进一步断言:在未来5~10年,将有一部分家族企业在交接班中消亡。
一、文献回顾近年来,国内外学者关于家族企业代际传承问题的研究主要涉及继承中的继承计划问题、继承者的选择问题、继承中继承者与利益各方的关系问题、代际传承时机问题等方面。
伊布拉希(I-brahim)等人对Quebecor这一家族的继承过程进行了案例研究,强调了家族企业实施继承计划的重要性。
凯尼格(Koenig)也指出了继承计划的重要。
Robert H.Brockhaus(2004)指出,教育水平、技术能力、管理能力和财务管理能力常常被用来评估潜在继承者迎合家族企业这种战略能力。
在继承过程中,在职者和继承者的关系在某种程度上决定了继承的进程、时机和效力。
贺小刚(2009)指出影响到我国家族企业继任满意度的因素主要体现在七个方面,即现任者与继任者的“目标一致性”、“继任者抱负”、“相关者态度”、“继任流程性”“继任组织性”、“继任者才能”、“继任者经历”,其中最为重要的是继任者必须与现任者的目标要一致。
Tan和Fock(2001)进行的案例研究表明,在家族企业继承中,企业家具有的态度和能力是获得成功的关键。
李新春等(2008)指出家族企业的跨代成长关键并不仅仅在于权利与职位的成功更替,更关键的是在于接班人是不是真的能够继承创始人的创业精神,将创业精神在企业内进行落实,并从行为上体现出来。
家族企业代际传承治理模式研究综述
家族企业代际传承治理模式研究综述【摘要】本文主要围绕家族企业代际传承的治理模式展开研究，通过对家族企业代际传承的特点分析和挑战与问题进行探讨，分类研究家族企业代际传承治理模式，并结合实践案例进行分析。
在最后部分，提出了家族企业代际传承治理模式的优化策略，总结了研究的启示以及未来发展方向，强调了这一领域研究的重要性。
通过本文的综述，将有助于深入了解家族企业代际传承治理模式的现状和问题，为相关领域的研究和实践提供借鉴和指导。
【关键词】家族企业、代际传承、治理模式、研究、特点、挑战、问题、分类、实践案例、优化策略、启示、发展方向、重要性1. 引言1.1 家族企业代际传承治理模式研究综述家族企业代际传承是家族企业发展中的重要环节，也是家族企业持续经营的关键之一。
在家族企业代际传承过程中，正确的治理模式能够有效地保障家族企业的可持续发展。
本文旨在对家族企业代际传承治理模式进行综合研究，分析其特点、挑战与问题，并对不同类型的治理模式进行分类研究。
通过实践案例分析，探讨家族企业代际传承治理模式的运用情况，总结优化策略，为家族企业代际传承提供参考。
在将从研究的启示、未来发展方向以及研究重要性等方面进行总结，为家族企业代际传承治理模式的研究和实践提供理论支持和实践指导。
通过对家族企业代际传承治理模式的系统研究与总结，有助于深入理解家族企业代际传承的特点和规律，为家族企业的可持续发展提供理论和实践支撑。
2. 正文2.1 家族企业代际传承的特点分析1. 深厚的家族文化传统：家族企业代际传承通常基于家族内部的价值观和文化传统，这种传统通常是长期积累的，具有深厚的历史背景和情感纽带，对家族企业的发展和稳定起着重要作用。
2. 家族成员间的亲情关系：家族企业的继承往往是由家族内部的成员来完成，他们之间存在着亲情关系，这种情感因素会对企业的经营决策和管理方式产生影响，同时也可能带来利益冲突和管理困难。
3. 长期经营理念与业绩目标：家族企业代际传承往往注重长期经营理念和业绩目标的传承，追求企业的可持续发展和家族的长远利益。
家族企业的公司治理问题及对策
家族企业的公司治理问题及对策【摘要】家族企业在公司治理方面面临诸多问题，主要体现在公司治理结构不完善、决策权过于集中、家族成员管理能力参差不齐等方面。
这些问题导致公司运营效率低下、决策不够科学、内部矛盾频发。
为解决这些问题，家族企业需要通过建立健全的公司治理机制、规范家族成员的行为、提高公司的透明度和公正性等措施来提升公司治理水平。
实施这些对策也会面临着家族成员的抵制、制度建设的难度等挑战。
家族企业要认识到公司治理问题的重要性，积极应对变革挑战，推动公司治理不断完善。
未来，家族企业需要注重聘用专业管理人才、加强内部监督制约机制等措施来提升公司治理水平，实现长远发展。
【关键词】关键词：家族企业、公司治理、问题、对策、特点、原因、解决、难点、挑战、重要性、发展趋势、建议1. 引言1.1 家族企业的公司治理问题及对策家族企业的公司治理问题一直备受关注，因为家族企业在经济中占据重要地位，但其特殊性也容易产生一些治理难题。
家族企业的公司治理问题主要体现在所有权与控制权的分离、家族成员之间的权力斗争、规范管理机制不健全等方面。
由于家族企业往往以家族成员为管理者，会导致经营过于个人化，缺乏独立监督和公平竞争。
这些问题可能影响企业的长期发展和经营稳定性。
解决家族企业公司治理问题的关键在于建立健全的公司治理结构，强化独立监督机制，确保家族成员间的权力平衡，制定明确的继任计划和管理规范。
实施对策的难点在于家族成员间的情感纠葛、传统观念的约束以及家族文化的影响，需要通过改革家族企业的治理理念和模式，加强专业化管理和培训，才能有效应对挑战。
加强家族企业公司治理对于企业长期发展至关重要，未来家族企业公司治理的发展趋势将更加注重专业化、透明化和规范化，建议家族企业在治理上不断创新，与时俱进，确保企业的可持续发展。
2. 正文2.1 公司治理问题的现状分析公司治理问题是家族企业发展中的一个长期存在的难题。
在现实生活中，家族企业公司治理问题主要表现为权力过分集中、决策效率低下、内部监督不到位、家族成员争斗等。
论家族企业的发展及中国家族企业的变革
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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 Arabia 1. 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 absorbed as an operating subsidiary or divisionof the acquiring corporation (Wheelen and Hunger, 2009). The authors also state thathostile acquisitions are called takeovers.The main reason for firms entering into mergers and acquisitions (M&A) is to grow, andcompanies 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 optimum level 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.2.1Synergy 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 two businesses 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 underthe following headlines:1.Operating economies which include:(a)Economies of scale: Horizontal mergers (acquisition of a company in a similarline 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 marketingcosts.(b)Economies of vertical integration: Some acquisitions involve buying out other companies in the same production chain. For example, a manufacturer buys out a rawmaterial 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 teams will 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).2.2Financial 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 financialflexibility which results in the company having higher liquidity and the ability to payits 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 research provides 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 theinterviewer, 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 (see Appendix). 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 acquisition oftheTurkish 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 their respective 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 evaluateits 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 ofinvestments.From the responses to the questions included in the structured interview, thefollowing 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 also be 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 on the 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, itis 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 reducing risk. Thus, the merger was considered to be a failure because it reduced the overall value of the firm. Due to the difficulties of creating financial synergies through diversification, there are few conglomerate mergers and few conglomerate companies.The companies interviewed look for synergies when considering mergers and try to estimate the potential synergistic gains that could be attained in a proposed merger. The potential synergies gained depend on the industry and the characteristics of the company acquired. In the failed mergers, the firm overestimated the amount of synergy that could be gained through the merger. Savola overestimated the synergy that could be gained through the acquisition of a real estate company because the only synergy that could be gained was。
家族企业成功案例_成功励志
家族企业成功案例以家族企业为主要组成部分的民营企业已渐渐成长为促使我国市场经济发展长河的中流砥柱。
以下是小编为大家整理的关于家族企业案例，欢迎阅读!家族企业成功案例1：格兰仕--家族式企业中进行制度变革、转型最为成功，也最为生动的案例让经理们放手去干梁庆德认为，“人是格兰仕的第一资本。
有高度事业心、责任感、使命感、认同感，与企业荣辱与共、同舟共济的人才是格兰仕的中流砥柱。
”梁庆德五上上海登门求贤，以一片真诚感动了当时全国著名的微波炉专家，使他们抛弃了上海优越的工作和生活条件，前来格兰仕创业。
在资金困难的情况下支持刚到企业来的俞尧昌在全国媒体上做引导消费如何使用微波炉的宣传。
危机管理格兰仕老板梁庆德认为：决胜市场成功的最为锐利的武器就是在企业内部实行危机管理，这种危机意识不是居安思危，而是居危思危。
“危机，离我们不远”，“我们的危机时刻存在”，格兰仕把这些警句式的观念作为企业的世界观印在自己的宣传品上。
他们认为，昨天的辉煌不足以抵抗明天的危机，今天必须拼搏才能消除明天的危机。
大家的格兰仕一个好汉三个帮，梁庆德说，格兰仕是大家的，靠我一个人是没用的。
而这句话化为格兰仕的企业就是：“格兰仕是格兰仕人创下来的，是每个格兰仕人的光彩。
”通过骨干持股，梁庆德成功地解决了在民营企业中员工与企业利益分离和员工“为谁干”的难题，使格兰仕人有了归属感。
现在在格兰仕，全部骨干所拥有的股份达20%多。
因为是大家的格兰仕，所以梁庆德对于员工的使用与擢升奉行“赛马”原则：“能者上，平者让，庸者下;只认能力，不认关系。
”从“大家”到“小家”，再从“小家”到“大家”，格兰仕在这种螺旋式的上升中获得了新的发展动力。
家族企业成功案例2：家长公司——力帆集团50多岁力帆老板的尹明善1986年正式下海，因为做过编辑，所以他先搞二渠道发书。
1992年，尹明善不顾亲朋好友的反对，开始了自己的摩托车事业，亲友们认为他此时下手年龄过大了。
但8年后，力帆的综合经济效益就在全国同行业中排名第二，20xx年产销摩托车发动机150万台，为中国第一，现已进入全国私企前8强，20xx年，进入汽车行业，20xx年产销汽车超过5万辆。
家族企业股权构架分析报告
家族企业股权构架分析报告1.引言1.1 概述家族企业股权构架分析报告概述：家族企业是指由同一家族控制和经营的企业，其股权构架往往呈现出独特的特点和模式。
家族企业的股权构架分析旨在深入研究家族成员在企业内部的股权分配和控制方式，以及与外部投资者之间的关系。
通过分析家族企业股权构架，可以更好地了解企业的治理模式和发展趋势，为企业未来的发展提供重要参考。
本报告将通过对家族企业概念、特点和治理模式的分析，结合影响家族企业股权构架的因素和家族企业发展趋势的探讨，对家族企业股权构架进行全面的分析和总结，以期为家族企业的未来发展提供有益的建议和展望。
1.2 文章结构文章结构部分的内容应包括对本篇长文的整体架构和组织安排的描述。
例如，可以强调文章分为引言、正文和结论三个部分，每个部分又包含几个小节，从而为读者提供清晰的阅读指引。
还可以简要说明每个部分所涵盖的内容和重点，以及各部分之间的逻辑关系和衔接。
部分的内容文章1.3 目的:本报告旨在通过对家族企业股权构架的深入分析，探讨家族企业在股权结构方面的特点和治理模式，从而深入了解影响家族企业股权构架的因素，为家族企业的发展提供有益参考。
同时，通过对家族企业发展趋势的研究和总结，为家族企业未来的发展提供展望和建议。
通过本报告的撰写，旨在帮助读者更好地了解家族企业在股权构架方面的情况，为相关研究提供参考依据，为家族企业的发展提供有益指导。
2.正文2.1 家族企业概念及特点家族企业概念及特点家族企业是指由一个或几个家族成员共同经营并控制的企业。
家族企业通常以家族成员之间的血缘关系或婚姻关系为基础，并在企业的决策和控制中发挥重要作用。
家族企业在全球范围内有着广泛的存在，是各国经济体中一个重要的组成部分。
家族企业的特点包括传承性、稳定性和长期性。
首先，家族企业通常具有明显的传承性，即企业的所有权和控制权往往在家族成员之间传承。
其次，家族企业通常具有较强的稳定性，家族成员通常具有对企业长期发展的承诺和责任。
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原文：Family-Firm Buyouts, PrivateEquity, and Strategic ChangeThe European private equity andbuyout market' has grown inprominence over recent years.The Centre for ManagementBuyout Research (CMBOR，2008) hasshown that the annualnumber of managementbuyoutsrose from l212in 1998 to1,436 by the end of 2007. Buyouts of familyfirms represent one of the most importantfeatures of this market,with the numberof deals increasing from 45 in 1998 to 559in 2007 and the bined value from 11.2billion to 18,3 billion over the same period.In 2007 family firms contributed 38% of thenumber and 11% of the value of the wholeEuropean buyout market.Management buyouts (MBO) andbuy-ins (MBI) thus represent an importantsuccession option in family firms. They alsoprovide an important deal source for privateequity firms. Yet, while much attention inthe private equity and buyout market hasbeen on large public-to-private transactions,the family buyout part of the marketis not well understood (Cumming, Siegeland Wright ，2007).The focus in large public-to-privatetransactions and divisional buyouts hasbeen on the resolution of incentive and controlproblems through the introduction ofnew ownership and governance structuresin the form of managerial equity ownership, mitment and pressure to servicedebt, and in many cases ownership andactive involvement by private equity firms(Wright and Bruining ，2008). In contrast,the typical family firm has traditionallybeen assumed to be owned and managedby a concentrated group of family memberswhere the firm's objectives are closely linkedto family objectives. Families typically donot regard their firms as mere economicunits pursuing the goal of profit maximization.Instead, families also strive for noneconomicgoals. As a result, the tightness of grip of a family over its firm adds animportant dimension to the analysis of thestrategies of family firms.The changes occurring on the buyoutof a family firm may lead to changes in goalsand strategies pared to the previous ownershipregime, and these strategic changesmay influence firm survival or failure. Thechange in strategy is motivated byone of thefollowing two factors; first, the firm mayhave been underperforming and new strategiesmust beadopted to correct this (efficiencybuyout). Second, the new ownerswill have the freedom to pursue their owninterests in terms of business directionand/or diversification(growth/expansionbuyout). The presence of founders, shareholdingnon-family managers, ornonfamilynon-executive directors on the boardmay have different effects on the buyout process andon the business strategies adopted before and after thebuyout. Changes in strategy are also due to the ownershipand governance of the firm before the buyoutas well as the new financial structure and the need tomeet resultant servicing costs.In light of these issues, the purpose of this articleis twofold;1. We provide an overview of developments inthe family-firm buyout market. Specifically,we examine trends in the number and value ofdeals, deal sizes, share of the total buyout market,employment, and the role of private equity. We useCMBOR's unique databaseprising the populationof 30,000 European buyouts as the sourcefor this analysis.2. We undertake a detailed study of strategic changesin family firms as a result of a buyout. Specifically,we examine whether changes in the strategyof former private family firms are affected by theownership and governance of the firm before thebuyout. These issues are examined using a novelhand-collected representative questionnaire surveyof 104 private family firms across Europe whichhad a buyout funded by private equity between1994 and 2003.Family firms provide a constant and abundantsource of potential targets for incumbent managers andprivate equity (PE) panies. Buyouts of family firmsenable the resolution of succession problems and. Bycatalyzing entrepreneurial activity, can improve theoperating efficiency of the firm and enable growth. Thissection presents an overview of trends in this importantpart of the buyout market, focusing on numberand value of deals, deal sizes, share of the total buyoutmarket, employment, and the role of private equity. Alldata refer to buyout transactions of family firms unlessotherwise stated, and all data refer to Europeunlessotherwise stated.In 2007, 559 family-firm buyouts and buy-ins wererecorded by CMBOR acrossEurope, amounting to atotal value of 18.3 billion. There had been a dip inbuyout activity between 2000 and 2003, in line witha somewhat weaker overall buyout market during thatperiod. Since then buyout activity in family firms hasrecovered, and the 2007 figure was a new record bynumber and value.A parison of trends by country reveals that theincrease in deal numbers has been relatively uniformacross most of Europe. Over the past 10 years, buyoutactivity in terms of number of transactions has increasedin most national markets. The total value offamily-firm buyouts has fluctuated on an annual basisin many ofthe European markets,and no clear pattern has emerged. However, due to the risein number of this type of buyout,the total value reached a new recordin 2007.The average deal size of buyoutsof family firms is much lower than theaverage deal size of all transactions.The trend in the average deal size offamily buyouts over the past 10 years shows that these deals have remainedat a relatively constant level of about26 m, while average deal size for allbuyouts has increased significantly,from 36 m in 1998 to almost 120million in 2007. Thisincreasing gap reflects the majorgrowth in largepublic-to-privates, divestments, and secondary buyouts across Europe inrecent years.Family firms have been a constant and abundantsource of buyouts. Between 1998 and 2007, about 29%of all buyouts in Europe were family-firm transactions.However, these deals represented only 11% of the totalvalue of all buyouts over this period, further underliningthe fact that buyouts in family firms are generally muchsmaller than other types of buyouts.Over the last 10 years, the proportion of the buyoutmarket accounted for by family-firm deals decreaseduntil 2002 (23.2%) and started to rise again in 2004,reaching 38.3% of deal numbers by the end of 2007. The proportion of the total market accountedfor by family-firm buyouts based on total value also sawa sharp decline from 1998 to 2000. Since then the valueof family-firm buyouts has fluctuated between 10 %and15% of total market value.An international parison of the 10-yearaverages of the share of the buyout marketattributable to family-firm deals shows significant variationbetween countries.In France, Italy, Spain, and theUK, this proportion is a third or more of all transactionsin terms ofdeal numbers. A possible reason mightbe that these countries contain a considerable stock offamily firms, thus fueling buyout transactions.Germany shows a surprisingly low market sharegiven its huge number of family ownedMittelstandpanies. This may be linked to the general poorunderstanding and possible mistrust of private equityand also the close links German panies have hadhistorically with their local banks.An analysis of the 10-year average number ofemployees per pany shows that the size of the formerfamily firms varies considerably among Europeancountries. While German family firms have been wellabove average, UK family firms are generally smallerand below the European average.Buyouts can be financed by individuals usingtheir own financial resources along with bank debt orby private equity (PE) firms or a bination. Themajority of buyouts of family firms are backed by afinancial sponsor with the 10-year average showingthat 62% of lit buyouts of family firms were PE-backed.Non-PE-backed buyouts are significantly smallerthan PE-backed transactions for family firms. Over thelast 10 years, the average deal size of non-PE-backedfamily firm buyouts was about 7 m, pared withan average deal size of about 41 m for PE-backed dealsfrom this source. Family-firm buyoutsthus represent an important source of deals for privateequity firms.Family-firm characteristics before a privateequity-backed buyout may influence the degree andfocus of strategic changes after a buyout. We examinecharacteristics relating to ownership and founders'involvement pre-buyout, ownership stake of non-familymanagement pre-buyout, existence of non-family, nonexecutivedirectors pre-buyout, and management andprivate equity firm participation in succession planning.Our evidence is based on a representative survey of 104private family firms across Europe which had a buyoutfunded by private equity between 1994 and 2003.A broad definition was adopted, with a family firmdefined as having more than 50% of the ordinary votingshares owned or controlled by a single family grouprelated by blood or marriage, and the firm is perceivedto be a family business.The respondents were in seniorpositions: CEOspresidents (83%), directors includingdeputy CEO (15%), and senior management (2%). Thestrategy of the firm is pared before and after thebuyout where growth/expansion. The sample was divided into various subgroupsrelated to the pany characteristics concerningownership and management. University analysis wasthen used to determine whether the observed changesinstrategy ofthese subgroups was significant.When the family firm had been founded by theprevious owners, the changes in strategy post-buyoutare generally more numerous and more significant thanwhen the firm had been purchased or inherited by thepre-buyout owners. This impliesthat the founder/owner has been dominant in terms ofdeciding pany strategy and that once she/he relinquishesownership, the management is free to make thechanges deemed necessary for the survival and growthof the firm.Several changes in strategy were mon to firmsthat were founded or non-founded by the previous owners. While both typesof firms showed strategic changes with regard to anincreased emphasis on returns from operations andcapital restructuring, founded firms also indicated achange in strategy with regard to sales growth, marketshare, short-term profitability, and long-term profitability.Thus, the two different strategies of growthexpansion and efficiency improvements are fairly equallyimportant.Strategic changes after a buyout of a family firm were greater if the firm's founder was still present at thetime of the buyout. There are three possible explanationsfor this finding: 1) founders may not provide adequateleadership as firms need to transition into more advancedgrowth phases; 2) founders may be unable to adjust theirdecision-making styles where changes in the marketenvironment suggest a need to change strategy; and 3)successfulfounders may bee overly conservative inan effort to preserve the wealth they have created, eventhough the firm may have growth opportunities.The changes in firm strategy were more numerousand more significant when there were no non-familymanagers with ownership stakes. This finding indicatesthat management who had some ownership stake werepotentially able to influencestrategic direction beforethe buyout and that major changes after the buyoutwere not necessary. If the managers of the family firmwere not family members and did not hold equity stakesbefore the buyout, their influence on strategic directionbefore the buyout might have been very limited, sincethe ultimate decision might have rested \with the owners.These non-family managers without equity stakes wereonly able to effect change once the buyout had takenplace and they had bee the new owners.Several changes in strategy were mon to firmswith and without non-family management with equitystakes. Those strategies specific to firms without nonfamilymanagers with equity stakes were net profit, cashflow, short-term profitability, sales growth, andmarketvalueincrement and market share expansion. Thus, thetwo different strategies of growth/expansion and efficiencyimprovements are fairly equally important.The governance of the family firm before thebuyout could be in the hands of non-executive directors(NEDs) that did not belong to the family. The resultsindicate that more strategic changes are associated withthe absence (of non-family NEDs before the buyout. If NEDs before the buyout werenot family members, their advice should be more financiallyoriented (as opposed to family oriented). If goodadvice had been given before the buyout and somechanges had already been implemented, major strategicchanges may not be necessary post-buyout.In the absence of pre-buyout, non-family NEDs,the new owners were able to implement their ideas post-buyoutprimarily in terms of efficiency gains. This couldindicate that firms with NEDs were more effective anddid not need to change their strategy so much post-buyout.Governance can also be applied at the time ofsuccession planning, although many firms fail to planfor succession at all. In this study about 60% of the familyfirms questioned underwent succession planning in theperiod of up to two years before the event.Nevertheless, if succession was planned, managementbefore the buyout as well as the financing privateequity firm might participate in this planning and thusinfluence the strategic changes in the aftermath of thebuyout.When managementbefore the buyout wasinvolved in succession planning, strategic changes werestronger pared to succession planning without themanagement'sinvolvement. Management's involvementin succession planning might have enabled them toarticulate possibilities for new strategies, to placethemselves in an advantageous position to influencethe mode of succession, i.e., through a buyout, and toconvince financiers they needed to have a clear strategy that would lead to the generation of significant gains.Changes with regard to efficiency improvements were stronger if management participated in succession planning.When a private equity firm participated in successionplanning, strategic changes were substantiallygreater than without participation of a private equityfirm. As a precondition for investment of a privateequity firm in the buyout, they needed to perceivechat there would be upside gains from investing inthe deal.Given the expertise of these firms and their accessto information regarding opportunities, they showedstrategic changes in improving efficiency and growth/expansion, but the majority were associated with efficiencygains.Source: Scholes 2009 family business acquisitions, “private equity and strategic chance” private equity Spring2009 No.2,pp.65-71译文：家族企业收购，私募股权和战略变革近几年欧洲的私人股权和管理层收购市场增长迅速。