| In the scope of the seven seas, merger and acquisition (M&A) have played an important role in expanding the business scale, intensifying the strength and enhancing the efficiency. Since China became the member of the Word Trade Organization (WTO), it is golden opportunity as well as global challenge to the Chinese enterprisers and the corporation at the same time. Because most M&A activities are for the purpose of combination between two powerful organizations or for the strategic cooperation, it is not unusual to talk about the M&A transaction which is the sum total of over one ten billion, even one hundred billion. It is very difficult to fulfill such large-scale M&A exchange only by the payment of cash, so the innovative method of the payment is required in M&A. In the corporate merger and acquisition, payment is the last tache, but is also the most crucial one. The choice of the method of payment in corporate M&A is connected with the both interests, so the congruent method will result in the equilibriums. The method of payment in west countries is relatively agility, however in our county, the choice of some method is just in the tentative stage because of lag in existing system and laws. Along with the success of combination between Tsinghua Tong Fang and Lu Ying Electron by means of exchanging shares in 1999, more and more public companies practice M&A by using such means, and consequently have great influence on the securities business in China, and also put forward the questions to the Chinese Securities Regulatory Commission (CSRC) and the institute to establish the accounting rules.This dissertation takes the method of payment in corporate M&A as logic jumping-off point, by analyzing the category of payment and choice of payment, in order to research the financial accounting problems relative tothe method of payment in Chinese public companies. Because the Business Combinations statement is still in the process of instituting, study on these series questions will contribute to the establishment of accounting rules. This is one of the most important reasons why I choose this thesis.The main content of this article listed as follows:Part one, the generally research on the corporate M&A. This part at first discusses the definition of the M&A, including both broad sense and narrow sense, which will make the later discuss about the method of payment more plausible. Second, discuss the motivation of M&A, which is the prerequisite for other M&A financial problems, such as the choice of the M&A method, because it has a close relationship to the motivation of M&A. In this section, several west theories are listed to relate the general motivation, and at the same time, the specific reasons for Chinese M&A are also discussed.Part two, the method of payment of Chinese companies. This part comes to the point. The first section specializes in the category and characteristic of all kinds of payment. In our country, M&A acting as an investment activities just experience a very short time, so the traditional payment of cash is still mainstream. Some innovative payment such as exchanging shares and MBO is just in the tentative stage because of the laggard system and laws. Owing to the historical factor, the proper method of payment has come into being in the M&A transaction, such as bearing debt and transferring cost-free. In addition, on account of the system limitation, so many assets trade-in took place in the capital market, which is in fact the main shareholder rescuing the list company. The second section, discusses several factors influence the method of payment. First, list seven hypothesis of the west research, including Investment Opportunities Hypothesis, Risk Sharing Hypothesis, Control Hypothesis, Cash Availability Hypothesis, Outside Monitoring Hypothesis, Mode ofAcquisition Hypothesis and Business Cycle Hypothesis, then specify the accounting rules and tax law which also have great effect on the choice of payment.Part three, the financial accounting issue involved in sha... |
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