| Acquisitions and mergers is the micro-economic organizations through property transactions in order to achieve strategic objectives or financial goals, From a macro point of view, Also through market choice to achieve socio-economic resources in a reasonable allocation of adjustment of the industrial structure. Acquisitions and mergers of enterprises and the development of an efficient manner, and in an increasingly globalized economy the background, With China's overall economic and business markets and international level continued to increase, and China's M & A wave is also bound to be more turbulent and spectacular, will be China's M & A business, management, and even the entire business community is more extensive and important influence.This paper described the merger of content, including mergers and acquisitions in two areas. Acquisitions and mergers including the definition, which covered the content, and performance, strive to be comprehensive and accurate exposition and analysis of the content of mergers and acquisitions, so the concept of clear and detailed, below right for the merger of the specific factors described for theoretical preparations. According enterprises in the form of mergers and acquisitions from horizontal mergers and acquisitions vertical mergers and acquisitions and the M & M & expounded three form their own characteristics and the basic economic motive. M & A because there are many classification methods, in accordance with the form of acquisition classification is the most common, Merger forms and each has its own basic economic motive, and the basic motivation for both Chinese and Western is applicable, This makes this classification is very adaptive. Below can be done on the concept of a clear, easily lead to misunderstanding. These three forms, including mergers and acquisitions : a horizontal merger is in the same industry mergers, M & A is the most basic type, its basic economic motivation is to achieve economies of scale and enhance market forces. 2, vertical mergers and acquisitions, refer to manufacturers and suppliers or customers, the merger an important economic motive is to achieve vertical integration so as to reduce transaction costs. 3, mixed merger is not engaged in business related to the type of merger between enterprises. The basic motivation is economic diversification to avoid risks. This paper is focused on the west of the M & A comparative analysis here is the full text of the trunk. Affect the performance of the M & A major factor in the micro-and macro-2 : micro factors primarily refers to itself, including corporate merger and acquisition integration and motivation; macroeconomic factors primarily refers to the M & M & government, and the environment, specifically includes a system of property rights, capital markets and legal system. Therefore, this article selected several factors were compared. First, the Western Corporate Acquisitions for the comparative analysis. Acquisitions in the West mainly due to the efficiency of causes, problems and solutions agency managers motivated, internalized causes, underestimate the value of motivation, market forces motive theory.China's M & A has its own special causes, The government thinks that the reduced amount of loss-making enterprises and for the purpose of mergers and acquisitions and some enterprises to access capital, such as shell. After analysis, we can learn Corporate Acquisitions due to the elimination of loss-making enterprises to reduce the phenomenon of the bankruptcy and merger of the City market behavior is a departure from that deserve attention. Furthermore, the simple pursuit of shell companies seek merger often only financial performance, there may even be the so-called "tunnel acts." Second, the West's M & A comparative analysis of government behavior. Whether Chinese or Western, the government acts on M & A great role. In Western developed countries, the merger is the role of policy makers and Referees, mainly through the development of relevant laws and regulations and take some special policies for enterprises indirect acquisition of control, on the one hand, through fiscal and industrial policies, financial and other economic means, appropriate guidance and support to the benefits of economies of scale and national interests of the merger, so as to raise the capital concentration; Simply by law or regulations, mergers and acquisitions of enterprises, to prevent effective competition in the order of the M & monopoly. In China, in addition to lower costs, functional alternative, ACC, policy guidance, and other benign role, where there is excessive interference by the executive of the M & A process, the government is always very specific part of it replace some of the market for the option. Third, M & Western comparative analysis of the environment. Western firms in the developed countries improve the environment for mergers and acquisitions, mainly in the following aspects : (1) A well-developed system of property rights. As the object of property transactions meet the following three conditions : First, we must have natural exclusive. that is, exclude any non-ownership (or owners) of property rights of possession and use. This must also have exclusive ownership of clearly defined. Second is to have income, property that is subject to this benefit, or suffer. 3 is traded, that is, property rights can also be used to enter the market and play a main role in the market, Property market itself to play the role of the object. (2) a mature capital market. Including a perfect market, a market system and the market mechanism. Perfect market organizations is necessary for the market place, the main transaction, the intermediary institutions incomplete and functional improvement. Perfect market system is the stock market, the bond market, the fund market, and long-term credit markets and securitization of non-property rights trading market are developed, and mutual coordination between development. Sound market mechanisms, including the normal price mechanism, signal transduction mechanisms, risk avoidance mechanisms and transaction protection mechanisms. (3) improve the legal system. Western countries and mergers and acquisitions with the law relating to the merger law are : China and France, company law, insolvency law, anti-monopoly law, securities law, trade law, and labor law, social security law. Transnational mergers and acquisitions and also trade, foreign exchange, foreign investment regulations and certain international law. And enterprises which are most closely related to the merger law is corporate law and tax law, mergers and acquisitions as a direct result of enterprise owners, operators, creditor relationship changes and adjustments to transfer income. Secondly, the securities law, and because large-scale mergers and acquisitions often involve securities issues. Once again the anti-monopoly law, the acquisition of large and medium-sized enterprises to accept the anti-monopoly review.Finally, it is business law, labor law and social security law. China's M & A environment has the following characteristics : (a) the state-owned enterprise property rights system. China's state-owned property rights of state-owned enterprises so that the characteristics acquisition target pluralism; government intervention in the merger is a typical government acts color administrative allocation government; Because of its special status, Administrative rights can not use economic means to achieve its own interests, All these state-owned enterprises are unable to make profit maximization with a single goal. (2) China's capital market : the capital market too small; Capital market players vacancy; capital market transactions tools developed. (3) China and the acquisition of the law. Compared with Western countries, China on the legal merger it is lagging behind. Not only with the current merger of the Development and the relevant laws and regulations are obviously lagging behind. By comparing the analysis, we can see China's M & A environment have the following specific shortcomings : (1) M & A in China's capital market imperfections. Physical performance in the right deal with the problem of information integration and equity transaction there is a circulation problem. (2) China's M & A intermediary organization is flawed. China's performance in investment banking is still relatively young and imperfections, inexperience, lack of staff and experts. Other intermediary agencies, such as accounting firms, law firms and other development in China is not yet full, restrictions on mergers and acquisitions of Chinese enterprises and the implementation of the reorganization of assets. (3) the merger of the main legal deficiencies in performance : related to merger laws and regulations sporadic scattered in the sector legislation or regulations, the system is fragmented, lack of continuity, The main adjustment merger law is not perfect. The long-awaited "merger" coming decades, resulting in the introduction of foreign capital structure deformity, and social security legislation are not yet in place. After comparative analysis, we have come to the merger of the government, enterprises and the mergers and acquisitions environment and developed Western countries seems immature and imperfect, and there are some flaws. So we outlined the West out of our M & A business and government enlightenment, and extracted for improving China's M & A environment some of the recommendations. First, the merger of Western China's enterprises including the Enlightenment : a tremendous impact on the role of government, industrial policy needs a clear direction, focuses on the use of resources, attention to the promotion of new technology in production processes and clear merger of the main and nature. Second, the merger of Western Enterprises of China : China's enterprises should obtain inspiration, For its own development strategy for M & A activities; M & A focus on the integration. Third, improving M & A environment. (1) to develop a sound capital market : First, we should strengthen the transfer of shares to the public mode of the legislative confirmation, At the same time legislation for the mandatory offer obligation and the obligation to provide for the exemption, and to include agreement on the transfer of publicly owned shares of program control, the minimum price restrictions and other rules.Of course, the most fundamental solution is to speed up the state-owned shares and legal person shares listed in circulation and eliminate artificial market segmentation. facilitate mergers and acquisitions of listed companies mainly from the agreement to transfer to the open market purchase of the main track. (2) Establishing a sound merger of the legal system. Should develop a standardized order of market competition "anti-monopoly law" to limit the damage enterprises through mergers and acquisitions market conditions and the order of competition and to ensure a fair competition environment. In addition, we should also strengthen existing laws and regulations to improve. (3) the points of clear property rights and intensify efforts to reform state-owned enterprises. Including : reform of the state-owned assets commission agent system To realize the government's socio-economic and administrative functions of ownership of state-owned assets management functions separation, Construction of full-time state-owned assets management system; reform of property rights of state-owned assets supervision mechanism; Through the state-owned assets management system reform of state-owned enterprises and corporate restructuring. establishment of the investor and corporate ownership of the property boundary, limited-liability system; promote business between the competition; In companies, a scientific management structure. |
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