Analysis On The Reasons And Problems Of Stock-for-stock Of Enterprises In China

In recent years, the global mergers and acquisitions grow rapidly. Asia-Pacific regions, especially China is experiencing an unprecedented M&A boom. Mergers and acquisitions are an important means to enhance the overall competitiveness of enterprises, optimize the allocation of resources, and they are also important ways for the Chinese enterprises to adjust to the pattern of international economic integration as soon as possible and to obtain the favorable location. And therefore it has important practical significance and research value. With the enforcement of the new company law and the securities law, equity division reform making substantial achievements, related laws and regulations having issued and international equity to private equity fund, merger and acquisition market in China enter into a new era, presenting a "of pear blossoms" of the new situation. Published trade several in2010is3800. In2010, China’s M&A transactions totaled$154.9billion, and came in second. This shows that mergers and acquisitions have become important ways and means to realize resource allocation optimization, the integration of production, to improve management, and improve the economic benefit. Along with the enterprise mergers’expansion, single M&A involve huge amount, and make acquisitions in need of huge amounts of money to support, thus M&A by cash constraints, then the acquisition way got the extensive use, because it can get rid of the financial pressure that huge acquisitions brings to the enterprise and refrain from the scale of M&A restrictions. No matter from the view of policy or the view of market environment M&A is facing an unprecedented good opportunity, and with the expansion of the scale of M&A deals it attracts more attention.The main content of this article are as follows:First in this paper are the background and significance of the study, and the research of the current situation at home and abroad are reviewed, and also the main content of this article, difficulties and innovations. Secondly, this paper expounds the merger and acquisition change of the definition and the theoretical foundation of the merger. Also through the comparison with mix and mergers and acquisition by cash, it summarizes some advantages to change merger it can terminate the pressure of the enterprises in the acquisition by cash, M&A has no merger restrictions in terms of the scale; The shareholders’ meeting of the target enterprise will change into shareholders for the new company after the merger, M&A and the target enterprise hold holdings each other, and form a community of interests; The target enterprise didn’t get the cash income, and avoid the tax expenses. With China’s development of the merger, considering the characteristic of our country securities market background, it divides the development of M&A into three stages: equity division period, equity division reform period and the period of circulation, and connecting with the various stages of development, the paper analyses the change of the characteristics and the advantages and disadvantages of the merger. Finally, this paper, from the change of the basic theory of mergers and acquisitions in the theory are reviewed in this paper on the basis of the analysis of the exchange of mergers and acquisitions. And using the theories and cases, combining research the real cause of the enterprises to change the merger and find out the problems. The whole article uses theory and practice, so as to summarize a change of the common causes of M&A and use that to ask questions. This study has certain theoretical and practical significance in seeking change of mergers and acquisitions and mergers reason for the problems in the process of and perfect the relevant law and policy, promoting change in the use of our country merger.