《企业连续并购问题研究国内外文献综述3600字》
国外并购文献综述
国外并购文献综述并购是企业的一项重要决策，对企业未来的成长和发展具有重要意义。
本文通过归纳和整理国外并购领域的重要研究成果，为了解企业的并购实际提供了指导意义，也为从我国的制度背景下研究企业并购提供了一定的借鉴。
标签：企业并购；公司治理；并购绩效一、引言并购是企业的重大决策。
来自Wind金融数据库的数据显示，我国企业的并购活动呈显著上升的趋势。
随着并购活动的飞速发展，并购领域的相关研究也得到国内外学者的重视。
本文整理了国外并购研究的几项重要成果，包括并购公司高管的壕沟行为，并购企业间的关联董事、并购定价问题、并购双方的谈判能力、跨国并购、并购活动中的资本结构等问题。
对这些问题的理解，有助于我们了解企业并购的实际，并有助于指导国内的并购研究。
二、文献综述Harford、Humphery-Jenner和Powell（2012）研究了从公司合并高管具有壕沟行为的视角来研究合并后价值降低的原因。
他们利用Gompers，Ishii and Metrick（2003）的GIM指数将公司划分为独裁公司（GIM≥10）和民主公司（GIM<10and CBRD=0）。
然后观察从1990年到2005年各年的收购情况。
总体而言，独裁公司的收购数目偏多，交易规模偏大，但是5天内CAR值反映较差。
并从合并者特征、被合并者特征以及交易特征三个方面比较了独公司和民主公司两者的差别，两者在公司规模、自由现金流、财务杠杆、成立时间、CEO两职合一、董事会规模、CEO持股等合并者特征方面存在显著差异；被合并者的规模也存在显著差异；此外，两者在交易特征方面也存在显著差异：独裁公司的交易类型更不可能是高科技型公司，更倾向于是多元化企业或企业集团。
独裁公司更可能成为连环收购者但是他们的收购溢价低于民主公司。
Harford等研究发现：（1）“壕沟”管理层会尽可能的合并公众公司，尽量避免合并私人企业之前的研究表明合并私人企业会导致价值上升而合并公众公司则很可能导致价值降低。
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。
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。
连续并购动因和绩效的文献综述
连续并购动因和绩效的文献综述连续并购是指一个公司在短时间内进行多次收购，并将这些收购整合在一起。
这种连续并购行为的动因和绩效一直是管理学界和经济学界的研究热点。
本文对连续并购动因和绩效的相关文献进行综述。
连续并购的动因可以从多个角度进行研究。
一些研究关注的是市场需求的动因。
连续并购可以使公司快速扩大规模，进一步提升市场份额。
为了满足市场需求，公司可能通过连续并购来获取新的产品线或技术能力。
一些研究还发现，连续并购可以通过降低成本、提高效率来增加公司的竞争力。
一些研究还发现，连续并购可以利用收购公司的市场渗透能力，以快速进入新市场。
连续并购的动因也可以从公司内部因素进行解释。
一些研究发现，连续并购可以解决公司内部的管理问题。
通过整合多个公司，公司可以优化资源配置，提高公司的绩效。
一些研究还发现，连续并购可以帮助公司进行战略转型。
通过收购相关的公司，公司可以更好地适应市场变化，加快创新和技术升级的速度。
绩效是衡量连续并购效果的重要指标。
一些研究发现，连续并购对公司的绩效有积极影响。
连续并购可以带来市场反应的积极变化，例如股价上涨、盈利增长等。
一些研究还发现，通过连续并购，公司可以提高市场地位，增加市场份额。
一些研究发现，连续并购可以通过整合优势资源，提高公司的运营效率和盈利能力。
也有一些研究发现，连续并购对公司的绩效可能产生负面影响。
一些研究发现，连续并购可能增加公司的财务风险。
通过连续并购，公司可能面临更多的债务压力，而这可能影响公司的盈利能力和财务稳定性。
一些研究还发现，连续并购可能导致公司内部的冲突和管理问题。
公司在整合过程中可能遇到文化冲突、人员流失等问题，从而影响公司的运营和绩效。
连续并购的动因有多个方面的解释，包括市场需求和公司内部因素。
连续并购对公司的绩效有积极影响的研究和负面影响的研究均存在。
未来的研究可以从更多的角度探讨连续并购的动因和绩效，以帮助管理者制定更有效的并购战略。
企业并购动因文献综述
企业并购动因文献综述【摘要】本文对企业并购动因进行了文献综述。
在概述了企业并购的重要性和研究现状。
在介绍了企业并购的定义与特点、主要动因、经典理论以及不同学者研究动因的观点。
最后分析了企业并购的影响因素。
结论部分总结了文献综述的主要发现，探讨了未来研究方向和实践意义。
通过本文的研究，可以更好地理解企业并购的动因，为相关研究提供参考和借鉴。
【关键词】企业并购、动因、文献综述、定义、特点、动因、理论、影响因素、研究、总结、未来研究方向、实践意义1. 引言1.1 企业并购动因文献综述引言在过去的几十年里，关于企业并购动因的研究呈现出多样化和复杂化的趋势。
学者们通过从不同角度和方法论出发，对企业并购动因进行深入研究和讨论，取得了丰硕成果。
企业并购动因既包括内部因素，如经营绩效和资源配置，也涉及外部因素，如市场竞争和产业环境。
通过对企业并购动因的全面梳理和综合分析，可以更好地理解企业并购的逻辑和实质，为企业管理者和决策者提供决策支持和战略指导。
未来的研究方向将更加关注企业并购动因的多样性和复杂性，探讨不同类型企业并购的动因差异和影响机制。
结合实证分析和案例研究，深入挖掘企业并购动因的内在逻辑和外部影响，为企业并购实践和战略制定提供更加有效的建议和指导。
企业并购动因文献综述的意义和价值在于为企业并购研究和实践提供前沿信息和思路，促进学术和商业界的互动与交流，推动企业并购领域的进一步发展和深化。
2. 正文2.1 企业并购的定义与特点企业并购是指一家企业通过收购或合并其他企业来实现快速扩张或实现战略目标的行为。
在当今全球化和竞争激烈的市场环境下，企业并购已成为企业发展的重要战略选择之一。
企业并购具有以下几个特点：1.战略性：企业并购通常是为了实现企业的长期发展战略目标而进行的，可以帮助企业快速进入新的市场、获得核心技术、打造全球化布局等。
2.风险与回报共存：企业并购的过程中存在一定的风险，包括整合风险、文化冲突风险等，但成功的并购也可以为企业带来丰厚的回报。
连续并购动因和绩效的文献综述
连续并购动因和绩效的文献综述1. 引言1.1 研究背景连续并购作为企业并购领域的一个重要研究方向，在近年来备受学术界和实践界的关注。
随着全球化和市场化进程的加速推进，企业在追求资源整合、市场扩张和战略转型的通过连续并购来实现业务增长和价值创造的目标。
尤其是在经济不断变化和竞争加剧的环境下，连续并购更显得具有重要意义。
当前的企业并购活动不再是单个交易的简单操作，而是呈现出连续并购的趋势。
连续并购指的是一个企业通过多次并购活动来达到战略目标，形成一种连续不断的增长模式。
这种模式在企业发展战略中具有独特的优势，并对企业的绩效和竞争力产生重要影响。
探讨连续并购的动因和绩效关系，对于了解企业并购活动的动态变化、促进企业发展和提高经营绩效具有重要意义。
本文旨在就连续并购的动因和绩效进行深入分析和探讨，为相关研究提供理论支持和实践指导。
1.2 研究目的研究目的包括以下几个方面：通过探讨连续并购的动因和对绩效的影响，揭示连续并购行为的内在逻辑和机制，为理解企业连续并购行为提供理论支持；通过分析连续并购动因与绩效的关系，探讨企业在进行连续并购时应该如何选择合适的目标公司和实施合理的整合策略以提高绩效；总结连续并购的成功因素，为企业成功开展连续并购提供实践指导；通过对连续并购的重要性和未来研究方向的探讨，提出未来研究的重点和方向，为学术界和实践者提供参考，推动连续并购研究的深入发展和实践的持续改进。
通过以上研究目的的探讨，本文旨在全面深入地分析连续并购的动因和绩效，为企业连续并购提供理论支持和实践参考。
1.3 研究意义连续并购作为企业发展战略的重要组成部分，对企业的长期发展具有深远影响。
对连续并购的动因和绩效进行深入研究具有重要的理论和实践意义。
通过研究连续并购的动因，可以深入了解企业进行并购的原因和动机，有助于拓展并完善相关理论体系，为企业管理决策提供理论依据。
通过研究连续并购对绩效的影响，可以为企业领导者提供更为科学的并购决策参考，帮助他们更好地评估并购活动对企业绩效的影响。
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企业连续并购问题研究国内外文献综述一、国外研究现状关于企业并购的相关文献研究，西方国家距今已有着多年历史，并取得了较为全面且具体的研究成果，也随之产生了相对完善的企业并购融资体系。
它包括不同的金融并购融资中介机构、金融工具和管理体系。
在并购融资理论方面，西方还形成了丰富完备的并购融资理论，且取得了较为丰硕的成果。
1983年，Schipper 和Thompson第一次提出了连续并购的概念，Schipper 和Thompson将其定意思为“企业在三年期间内发生三次及三次机上的并购交易”。
在此之后，也有国外研究学者将连续并购分类为短时间内的连续并购与长时间内的连续并购。
前者指的是企业在3-5年内发生不少于5次的并购交易，后者指的是企业每年发生1-2次的并购交易。
Doukas和Petmezas（2007）以及Billett和Qian（2008）发现证据表明，过分自信的高管倾向于进行连续收购，因为他们认为，与“理性”高管相比，这样的连续投资决策最符合股东的利益。
由于过度自信的高管认为他们比别人具有更强的能力。
这种认知偏差激励他们对自己的判断力和从事复杂的任务进行下注，例如连续收购。
过度自信会促使高管人员在企业并购管理中将会明显低估并购风险，高估并购产生的协同作用，因此过度自行的高管可以很乐观并且倾向于快速收购和频繁地定位收购目标。
Croci 和Petmezas（2009）以美国1990年至2002年发生连续并购的591个公司为样本，检验了连续并购的四种潜在动机，即管理层过度自信，卓越收购管理技能，管理者帝国构建动机以及收购是否包含单一计划。
研究发现，成功的收购后续也往往伴随着成功的收购。
这种表现的持久性表明，出色的管理技能可能是进行连续收购的重要原因。
过度自信不会驱使胜利者的连续并购，管理者帝国构建动机也不会驱使连续并购，连续并购也不是并购公司整个收购计划的结果，只有管理层卓越的收购管理技能促使了公司连续并购活动。
此外，Bradley和Sundaram（2004）以1990年代美国上市公司完成的12476项收购为研究对象，研究发现收购前的公司良好股票行情会激励高管进行更多的收购，连续并购公司的表现优于不经常收购的公司。
Anand等(2002)研究发现，某些外部因素比例技术革新或者政策导向变化等，也可以促使公司进行连续并购。
Sudarsanam 和Mahate(2021)以20013-2018年间英国的519次收购案例为样本，通过计量收购后三年收购方的股东收益，发现现金收购带来的异常回报要高于股份收购。
但也有一些学者认为股票支付方式对企业的并购绩效更优。
Luc和Cara(2019)认为收购方与目标公司之间的相关性对并购交易后的公司绩效会起到关键决定的影响。
MarkL.Sirower（2020）发现，由于企业的管理层没有在并购前做好充足的并购准备，对并购标的的企业价值估值过高，导致在并购交易时支付了过高的并购交易对价，这使得并购后企业价值遭到损失。
Doukas和Petmezas（2016）通过文献研究发现，管理者在并购时的过度自信会使得企业朝向多元化并购发展，而过于舒适专注自身产业，这些并购给企业价值造成了损毁。
二、国内研究现状与国外不同的是，由于我国企业发展起步较晚，直到20世纪90年代才正式开始研究企业并购融资。
但是随着这其中我国企业的飞跃式增长，使得在企业并购研究方面也赢得了较为不错的成长，能够帮助我国较为迅速追赶上西方步伐。
同时国内学者在参考国外较为完善的研究理念下，也为我国在企业并购方面提供了较为丰富的理论基础，起到了借鉴参考的作用。
周运兰,魏婧娅,陈玥(2018)以融创、万达“世纪并购”为例，对我国房地产行业的并购进行了深入的探索，指出争夺市场权利，扩大企业规模，消除部分同业竞争是企业并购的重要原因之一。
李艳琴(2019)认为互联网企业追求垄断的根本属性，迫使企业需要通过不断地并购来压低竞争者的市场，在总成本不会成比例上升的特性下，随着企业规模的不断扩大，边际效益递增，从而逐步实现规模经济效应。
王书晴(2019)用实证的方法严格评估出企业通过并购决策可以实现规模效应，从而在资本市场上取得良好的经营绩效。
同时王书晴认为企业在实施高效战略措施方面，能够帮助企业起到正向成长作用，从而影响到市场资源，使得其分配能更加科学合理，从而促成企业并购，提高企业绩效。
汤婷（2019）通过对爱尔眼科展开相关研究后，表明爱尔眼科正是通过并购同类型企业，从而增强自身市场竞争力，削弱了外部竞争力；通过并购从而达到控制原材料的目的，降低了交易成本，增加了新的业务，为企业带来了新的产品，改变了企业的生命周期，形成了区域优势，从而使其成为一个具有全球性质的眼科服务集团。
陈璇(2019)认为我国吉利集团跨国并购沃尔沃汽车的主要动因便是提高市场占有率，一方面可以帮助吉利汽车打入中高端消费市场，扩大市场领域，另一方面可以扩宽海外销售渠道，全面打开海外市场。
仲其安（2019）分析了468名具有并购历史的上市公司高管的异质性和并购绩效，发现企业在管理团队、任务和行业背景方面存在异质性，这种异质性对企业并购绩效影响还有着较大影响。
梁雯等人(2018）认为独立董事网络是并购战略信息的重要来源，是董事会和高级管理层做出重大投资决策的可靠“智囊团”。
何任，邵帅(2019)认为管理者的自信程度越高，并购夙愿越强烈，如果过管理者过度自信，会给企业并购绩效带来损失，其中企业在选择并购方案时，应充分考虑自身的实际发展和周围环境因素，准确地做好准备，为自己选择合适的解决方案，将成本和风险降到最低。
树友林和陆怡安(2019)通过对1021起并购事件的实证研究发现，并购时采取股票支付的方式，并购后公司的现金流充足，筹资能力和再投资能力并未受到限制，公司发展潜力良好，而且经过并购在取得正的累计超额收益的同时，降低了经营风险，企业并购绩效较好。
党梦雅，魏景赋，田文举(2018)认为国家政府部门应加强与“一带一路”沿线国家的合作，积极引导企业走出去，运用政治外交手段，为中国企业海外并购创造和谐的国际环境。
谢洪明，章俨等人（2019）以均胜集团的案例为研究对象，探索新兴经济企业在连续跨国并购中的价值创造机理，研究指出，其价值创造方式来源于环境撬动、业务撬动和平台撬动。
张岚等人（2018）以中国制造业企业连续并购案例为对象，提出企业连续并购的动因源于路径依赖理论、不同地区的政策差异、不同区域的聚集优势，并且有利于企业价值的提升。
张先治，杜春明（2020）认为企业最终目的归根到底是为了企业发展而生产创造额外价值利益，其中企业并购作为企业发展的手段，其根本目的也应当如此。
企业并购对企业价值提升的原因有四方面，一是新的战略机会的获取，二是并购后产生的协同效应，三是并购后提高了企业的管理效率，四是并购可以发现资本市场对并购标的的错误定价。
三、文献评述通过对国内外研究学者的研究成果的收集与数理，可以发现，目前，国内外对持续并购与企业价值的研究已取得一定成果。
首先，虽然国内外学者对企业持续并购的相关概念尚未得出一致的观点，但是学者提出的高管过度自信理论，代理理论与市场势力动因理论，获取技术优势，相关政策因素的影响等都合理解释了企业连续并购的动因。
并购虽然在市场上出现的较晚，但是经过不断地探索和发展，并购已成为当下企业快速发展的重要途径之一。
纵观国内外有关并购的研究文献可以看出：首先，对于连续并购的概念界定，学者们大多是依据经验判断，其次，对于并购动因的研究，国外已拥有了较为全面的研究体系，但是在我国，关于并购的研究还是以针对对国外理论为基准，在专门针对不同行业方面的研究甚少。
国内的研究文献虽然比较丰富，但是大多是针对于并购市场的整体研究，由于数据时间、样本选取和方法应用的不同，得出的结论也比较繁杂，根据具体行业特点和某个企业特征的分类研究更是稀少。
总体来说，国内学者对连续并购这一领域的研究相对较少，值得在连续并购动因体系、并购动因影响因素、案例研究等方面进行深入研究。
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