The Research On The Stock-for-stock M&A Of The Enterprises In China

In recent years, the global M&A grows rapidly. As a useful way to allocate resources optimally, M&A becomes an eternal topic in the capital market. George J. Stigler, an American famous economist has ever said:"None of American large companies grows up not through certain degree and form of annexation and purchasing. Nearly none of large companies grow up by their internal expansion."The increasing transaction scale and amount of M&A caused the stock-for-stock M&A to obtain a widespread utilization in the western countries.This thesis analyzes from the theories to actual use. Firstly, on the basis of explaining what M&A is, the thesis analyzes fundamental theories of the stock-for-stock M&A. Secondly, it studies the pricing of stock-for-stock M&A, namely the determination of the exchange ratio. Thirdly, according to the situation of stock-for-stock M&A in the capital market of our country, the thesis analyzes the existing problems. Finally, several suggestions are put forward, some of them are about macroscopic environment, and the others are about the enterprise itself.Through in-depth research and analysis of the relevant issues, the paper basically achieved the expected goals. Major contributions are in two areas:Firstly, the paper analyzes the application of the stock-for-stock M&A in the capital market of China by three typical cases research. On the basis of the case research, the paper summarizes the existing problems of the stock-for-stock M&A: (1) The imperfect securities market; (2) The stock-for-stock M&A in the same industry; (3) Special motivation of M&A; (4) The determination of exchange ratio; (5) The existence of non-tradable shares; (6) Imperfect information disclosure.Secondly, several suggestions are put forward, some of them are about macroscopic environment: (1) Make the securities market perfect; (2) Encourage real strategic M&A; (3) Make up integrated laws; (4) Develop the intermediaries. The others are about the enterprise itself: (1) Make the stock structure and the management structure perfect; (2) Decide the exchange ratio based on the internal value; (3) Protect the interest of the middle and small investors; (4) Strength the disclosure of relevant information.The author read a lot of issues and literatures related to the use of the stock-for-stock M&A in China, analyzed and thought the relevant problems for a long time. But, there are many imperfections and inadequateness for further improvement, because of the author's limited practical experiences and theories.