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Research on M & A of enterprises of the old industrial base of the Northeast

Author: WangXueLing SuiYuMing ZhangWan From: www.yourpaper.net Posted: 2010-06-01 00:36:28 Read:
[Keywords] the old industrial base of the Northeast enterprise capital M & A enterprise property
[Abstract] at the present stage, the northeast old industrial base has capital operation is disadvantageous and heavy historical burden problem, to our country enterprise combination must implement a series of optimization of assets.Although the merger and acquisition of Chinese enterprises in scale and form has a new breakthrough, but in the enterprise merger and acquisition problems are gradually exposed, the loss of state-owned assets problems caused by the increasingly prominent.Should straighten out the relationship between property rights, strengthen the property rights trading market management; to establish the evaluation mechanism of unity, enhance awareness of protection of intangible assets; encourage the establishment of combined with the constraint management system, effectively control the loss of corporate mergers and acquisitions in the protection of state-owned assets of state-owned assets, the old industrial base of the northeast industry safety.
, the introduction of
Developed from the early days of the northeast industrial enterprises, made a significant contribution to the economic construction of our country, is an important part of our socialist market economy, is the important power to promote the progress of national economy and social development.Since the implementation of the revitalization of northeast old industrial base strategy, the gradual recovery status of enterprises in northeast old industrial bases in China's political, economic and social, the living environment has been greatly improved.However, compared with foreign economic and other economy, there are a lot of efforts must be made to improve the northeast old industrial base enterprise survival environment.Countries should increase efforts to solve the old industrial base of the Northeast enterprise still exist at present, restricting the development of enterprises outstanding problems, such as: unreasonable tax burden, external financing, direct financing obstacle ability is weak, imprest liabilities has limitations, such as the shortage of internal financing.If these problems cannot be solved, enterprise development will be impossible, especially in mergers and acquisitions, restructuring of enterprises bigger and stronger, will be seriously affected.
two, industry of base of northeast old industry development in the implementation of the existing problems in and bribery
(a) financial risk in M & A
1 enterprise contingent matters and the period after affairs disclosure.Financial statements is the past transactions or events as the basis of compiling, it reflects is the only enterprise in the past a certain point or period of the financial position, operating results and cash flow.The cause for pending litigation, great customer service return, external guarantee, the natural loss contingencies and the period after affairs, accounting system although required to be disclosed in the notes, but still have a lot of options.The target enterprises can choose according to their own needs of disclosure and disclosure.
2 the balance-sheet financing.In the framework of China's current accounting standards, accounting report can not reflect the enterprise all financial behavior.Some enterprises in order to avoid the financing behavior caused by the deteriorating financial situation reflected in the report, the after sale leaseback, asset securitization, accounts receivable loan and the group debt transfer, cash transfers and other means of off-balance-sheet financing.Both reached the purpose of financing, but also avoid the negative information in the report to reflect.
The important value of resources and the institutional arrangements of the 3 financial statements do not reflect.Because of the existing monetary measurement assumption, many plays an important role in the enterprise management of resources value can not be effectively reflected in financial statements, such as franchise important human resources, right.The current attract sb.'s attention is the question of how human resource pricing model and incentive and restraint mechanisms are reflected in the financial statements, especially the problems such as the impact of executive stock option accounting.Stock option plan is long, large amount, for in capital market, accounting treatment is not standard, is bound to bring great risk of capital operation.But at present our country formulate the relevant accounting standards has lagged behind the practical development.How to measure and confirm the cost of options, each enterprise act as one pleases.So for M & A, to which may result in mergers and acquisitions in the financial trap especially wary of these institutional arrangements.
Deviation of value assessment methods of the 4 objectives of the enterprise.At present, the domestic enterprise merger activity, most M & A enterprises still lack of clear understanding of the value of the target enterprise evaluation purposes, often will evaluate the equivalent of assets value assessment of the target enterprise value.Ignoring the confirmation of the merger of the enterprise's own value and the value of the whole enterprise.Some enterprises even directly by the net value of assets in the balance sheet as the transaction price.In addition, even with the profit method and the discounted cash flow method in the case of evaluation theory, method, because of the simple, mechanization apply, also makes its use effect is affected by.
Development of the 5 intermediaries lag.Intermediary service institutions, including a broker registered public accounting firm, asset appraisal firm, law firms, investment banks.They are there for a positive role in reducing transaction cost and M & a risk.In developed countries, mergers and acquisitions intermediary service institutions by the market gave birth, its growth process has withstood the severe test of the market.Because of historical reasons, the domestic intermediary industry is a plan and strictly administrative control industry, its development is lack of strict market selection and elimination mechanism constraint.In the competition is not sufficient conditions, medium structure development is not perfect, the lack of independent, objective, fair occupation morality, lack of varieties of services, service quality is low.Driven by short-term benefit, it is often seen. Intermediary agencies entrusted with the common false phenomenon, investors in its integrity and authority approbate degree is very low.Lag the development of intermediary agencies to increase the value assessment of risk.There are some other factors affect the mergers and acquisitions in the financial risk of M & A for example: the first is the preparation time.Merger and acquisition of enterprises for longer, obtain information related to the enterprise will be more detailed and fully, the target enterprise evaluation more accurate; second is the length of time point distance point target enterprise audited.M & a point far away from an accounting firm to audit time, M & A enterprises to obtain more information from the annual report is not representative of the target enterprise of business and financial status, the target company valuation is not accurate.
(two) effect of enterprise merger is not obvious
The ultimate goal of enterprise merger is to enhance the core competitiveness of enterprises, realize enterprise merger and acquisition effect, achieve rapid growth in the value of the enterprise.Therefore, M & A integration should be based on the core ability as the first goal, all integrated measures should be constructed based on the core competence.Integration after enterprise merger & acquisition will need the original different operation system includes management, production, marketing, personnel, culture and image organically, form a sharing of resources, complementary advantages, coordinated operation system.So the merger integration mainly includes four aspects: one is the integration of organization, corporate organizational integration, reconstruction, coordination and determines the direction of management, organization integration of mergers and acquisitions to form the point; two is the cultural integration in M & A, different management styles of communication, trust, fusion and accept degree, influence character by environment influence resource operation, must be seriously; three is the financial integration, an important reason of enterprise merger and acquisition, can be attributed to the takeover of enterprise financial management, cost management costs are too high, or is the asset structure is not reasonable, so the implementation of effective financial integration, is one of the important guarantee of successful mergers and acquisitions; four is the integration of human resources, each item of content integration are about people, retain and function integration configuration and the talents of human capital's play, determines the efficiency of integration, which also determines the success rate of M & A.In the part of M & A integration, organization integration control and leading role in M & A, should be determined before the.Cultural integration and the integration of human resources should be gradual, not be anxious for success, but should adopt a gradual infiltration, stages, orderly guide strategy.In all merger integration, financial management system must be in the M & A after transplantation into the merged enterprises, to achieve a high degree of unity of financial management, otherwise the organization integration, culture integration, human resource integration and other integration difficult to achieve the desired purpose.Therefore, the author focuses on mergers and acquisitions of financial integration theory, including its basic theory and application specific integrated financial.
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