| For an enterprise, there are two reasons to take action about M&A (Mergers and Acquisition). One is to extend and develop itself by M&A, the other is being forced by the market competition. With the development of our socialist market economic system, every enterprise will confront the possibility of M&A. To understand M&A, especially from the financial perspective, is an imminent task for Chinese enterprises. The modern management theory considers that corporate finance reflect the whole operation process more comprehensively from the fund movement. Finance is the core of the modern management. The thesis attempts to construct a systematic and complete framework of M&A theory from financial perspective.In general, we consider that M&A is a special kind of commercial trade. Now that M&A is one kind of commercial trade, it has the common trade characteristics. Nevertheless, M&A is very different from the common commercial trade. The greatest difference between them is on their targets of trade. As the target of M&A, the enterprise has organization capital (OC). It is OC that makes the enterprise distinguish from the general commodities. In the foreword, on the basis of the conclusion of all sorts of enterprise theory, the author discloses some features of enterprises. For example, an enterprise is a combination of contracts, an enterprise is an important actor on the social and economic stage, and so on.In chapter one, the author gives the definition of OC. In the definition, OC refers to the resource that belongs to the enterprise but not belongs to every single resource that the enterprise owns. According to the definition, the contents of OC are very miscellaneous. After this, the content of OC is discussed from outer the enterprise and within the enterprise. The outer OC concludes the brand, the harmonious relations with the government and other public organizations, and the customers' fidelities to the enterprise's products, and so on. The within OC comprises the enterprise's cognition to the clerks, the clerks' loyalty to the enterprise, and the effective management method, and the enterprise's corporate culture, and so on. For the further discussion of M&A, the author classifies OC into three types. The first type is called general OC, which can be moved freely among enterprises. The second type is called industry-only-owned OC, which can be moved freely among the enterprises in the same industry. The third type is called enterprise-only-owned OC, which can only be moved among the same or similar enterprises.The premise that a trade takes place is that the both parties can reach an agreement on the target's price. How to value the target enterprise is one important content of M&A. Of the many enterprise-valued methods, the discounted free cash flow method (DFCF) is the most suitable for M&A. Because it's two variables leave great imaginative room for the deciders. It can not only take many factors which affect the enterprise's operation into account in the cash flow decision, can also take a lot of risk factors into the capital cost decision.The purpose for the buyer-enterprise to take action about M&A is to benefit from it. But M&A is not non-cost. Before M&A, the decider needs to have a cost-benefit analysis. The benefit from M&A is mainly from the synergy of two enterprises. The cost of M&A is a bit complicated. It concludes not only the fees that the buyer paid to the seller, but also the opportunity cost of M&A.M&A's effect on the buyer-enterprise's finance is very profound and extensive. The author puts the effects into two categories. One is its effect on the enterprise's daily finance, for example, the effect on the fluidity and the debt ability. The other is its effect on the interest of the related parts, especially the effect on stockholders and bondholders' interest. For Chinese enterprises, there is a lot of differences between Chinese enterprises and the enterprises in the western advanced market economic system. On the one hand, we are on the reform road from planned... |
PDF Full Text Request