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The connotation of enterprise merger and acquisition, the causes and Countermeasures

Author: PengYanBo LiaoXiMeng From: www.yourpaper.net Posted: 2010-06-06 17:04:56 Read:
Keywords:   the merger; genesis   ; countermeasure
Abstract: merger, enterprises, social reallocation of resources an important way of combination, in the history of western development has been nearly a hundred years.At present, our country is in economic stock adjustment, optimization and upgrading, industrial structure and international stage, merger and acquisition of strategic assets restructuring, improve enterprise management level and enhance international competitiveness has important strategic significance.In the M & A by more and more enterprises as the ultra conventional means of development today, the correct understanding, analysis of the M & A activities is becoming more and more urgent and important.
, M & A
Mergers and acquisitions include mergers, acquisitions and mergers.Annex (merger) refers to two or more independent enterprises, the company merged to form a company, usually by a dominant company absorbing one or more of the companies.The acquisition (Acquisition) refers to a company with cash payment, stocks or bonds to buy another company's stock or assets, in order to gain control of the enterprise behavior.Merge (Consolidation) refers to two or more than two enterprises to merge into a new enterprise.Mergers, acquisitions and mergers have connection already, and difference, it is generally used collectively referred to as the M & A.M & A refers to an enterprise to buy other companies of all or part of the assets or equity, thus influence, management and control of other enterprises, other enterprises to retain or eliminate the qualifications of a legal person.Mergers and acquisitions as a way for enterprises to realize their own expansion and growth, general with enterprise property rights as the trading object, in cash, securities or other forms of purchase by merger and acquisition of enterprises of all or part of the property or assets as a way to achieve, and to obtain the control of the target company as objective.
Analysis of two, enterprise merger and acquisition
All mergers and acquisitions, the ultimate objective, is nothing more than to improve competitive advantage, to maximize the interests of shareholders.One is the pursuit of high profits, through access to cheap raw materials and labor, achieve the goal of reducing the cost; the two is to expand marketing channels, to seize market share; the three is the transfer of risk, looking for new business opportunities, take the method of multiple department management, diversification, can reduce the business risk to a certain extent, alleviate the in the crisis of the loss.
In three, M & A analysis of
1 and gradually perfect the legal system.
The current M & a law problem relates to many, and different departments for different problem formulation, many provisions of contradiction and conflict.The existing system for monopoly industry M & a lack of restrictions, therefore, the urgent need to adjust and perfect and merging the relevant laws and regulations, in line with the development of the basic rules of the market economy, suitable for domestic and foreign investors, to adapt to the current global investment trends, suitable for the situation of our country, with a unified, transparent, operational characteristics of the "merger the Acquisition Law" and relevant laws and rules.At the same time, referring to the experience of developed countries, to form a more perfect law and regulation system.
2, to further improve the social and economic environment.
Along with our country market deepens, the government and enterprises are more and more in accordance with the laws of the market, enterprises in the merger and acquisition process, the participation of the government will be less and less, and the degree of autonomy of enterprises will be more and more high, especially Qiang Qiang for mergers and acquisitions, is a strong enterprise and strategic choice made in accordance with the laws of the market, it is crucial for M & A and integration after M & A.
3 to strengthen the supervision of foreign acquisitions of domestic listing Corporation.
In the Multi-National Corporation to expand share markets in other countries, often make the M & a business's economy suffered a great impact, or even a threat to the country's economic security.Because of regulatory system in China is the lack of a complete system of transnational merger and acquisition, the Multi-National Corporation, through direct investment or merger and acquisition of Chinese enterprises, expanding market share, for many industry achieved a monopoly or monopoly control of critical point in China, key industries, sensitive industry strategic intent is quite obvious.At present, the stock market is gradually opening up, foreign capital will be added to the listing Corporation for control of mergers and acquisitions, although the relevant provisions of the administrative barriers to foreign investment, but because of its strong capital strength, the listing Corporation's anti-takeover is still more difficult, and the majority of domestic mergers and acquisitions competitors at a disadvantage in the battle for control of.In order to prevent foreign mergers and acquisitions adversely affect the economic security of our country, the departments concerned shall jointly organized transnational merger approval agencies, to review our country enterprise foreign acquisition; the establishment of national economic security early warning mechanism in mergers and acquisitions, mergers and acquisitions, establish economic information network file management system and analysis system.
4 to further improve the M & A.
The M & a mode directly related to the success or failure of the development, diversification, strategic adjustment of the economic structure, and the stock market into full play to promote basic functional flow and optimized allocation of resources and adapt to the new situation of the full circulation of the share-trading reform will play a positive role, from the actual situation of the development of the securities market perspective, must increase reform strength, provides many kinds of marketing means of payment and innovative ways to listing Corporation merger and reorganization.At present, as soon as possible to develop new shares to buy assets, as the main way to purchase convertible absorption merger, pilot, and directional repurchase and the divestiture of non-performing assets combination of asset restructuring pilot.
5 establish clear industry development strategy.
On the strategic industries and the important of merger and reorganization of enterprises, must adhere to the principle of the supremacy of national interests, to consider the enterprise business interests in the premise to strategic interests, avoid to sacrifice strategic interests, long-term interest expense for immediate interests.To further clarify the strategic industry, the overall planning of industrial development and enterprise reform, for strategic industries and key enterprises, and the entry of foreign capital to depth is clearly defined.
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