富力律师事务所课件

Click to edit Master title style,Click to edit Master text styles,Second level,Third level,Fourth level,Fifth level,*,*,2006,Foley&Lardner LLP,WHEN PRINTING IN BLACK&WHITE:,Go to the MASTER SLIDE,delete the logo and place this logo on the slide.,富力律师事务所,Detroit Chinese Business Association Seminar,“Growing a Business By Acquisitions and Joint Ventures”,系列讲座之三:,企业兼并与合营,April 5,2006,About Foley&Lardner LLP,Foley&Lardner is a national law firm with 17 offices across the United States,and offices in Tokyo and Brussels,Nearly 1,000 attorneys worldwide,We have affiliations with law firms in nearly every country,including several Chinese law firms,2,About Foley&Lardner LLP,Foley&Lardner is the only national law firm in the United States with a substantial office in Detroit(45 lawyers),Our Detroit Office attorneys specialize in assisting automotive companies with all of their legal needs,including mergers and acquisitions and joint venture transactions,Our attorneys include many bankruptcy specialists,including in Chapter 11 cases,3,Backgrounds of Foley Speakers,Steve Hilfinger,Detroit Office Managing Partner;Co-Leader of Foley Automotive Industry Team,19 years of M&A experience, Doogal,Partner,Detroit Office,10 years of M&A experience, Ji,Associate,Boston Office,8 years of M&A experience, Seminar Series,Part 1:“How to Start a Business From Eureka Moment to Operating Company”(May 25,2005),Part 2:“How to Raise the Right Money for a Growing Business”(July 21,2005),Part 3:“Growing a Business by Acquisitions and Joint Ventures”(Tonight),5,Format for Tonights Seminar,We will each cover a portion of the presentation this evening,Questions,in English or Chinese,are welcome as we go along;we will also have a“Q&A”session at the end of our presentation,Also,we will be available for a more informal Q&A following our presentation or you may contact us directly,6,First:Some Definitions,“Acquisition”,An acquisition of all or substantially all of the assets or stock of a business,May be a stock purchase,asset purchase,merger or other similar transaction,“Joint Venture”(JV),A combination of two or more entities formed for the purpose of achieving a business purpose,May be a limited liability company,a corporation,a partnership or other entity,Often have a stated period of duration(e.g.until a project is completed),7,What Are Strategic Reasons for an Acquisition or JV?,Access to Geographic Markets,Establishing a“toehold”in a market,Faster alternative than a“greenfield”location,Access to Customers,Many customer relationships take years to develop;this may accelerate,Often acquisitions or JVs are at the request or encouragement of key customers,8,What Are Strategic Reasons for an Acquisition or JV?,Access to Technology,Strong R&D functions/capability(patents),Alternative to licensing agreements,Note:restrictions on technology export,Access to Management,Strong management team may be in place,Learning about market and customers without risks and mistakes of“learning by doing”,Training and cross-pollination of ideas,9,What Are Strategic Reasons for an Acquisition or JV?,Access to Supply Chain,Companies with strong purchasing function,Avoid risks inherent in developing supply chain“from the ground up”,Accelerate Growth,“Growth”companies are valued higher,“Organic”growth rate of business may be slow or may have slowed,Note:Acquisition/JV accounting differs,10,Is Your Company Prepared to Undertake Acquisition or JV?,Do you have management resources and talent,including in cross-border transactions and managing foreign operations?,Do you have a fully developed business plan that includes the acquisition or JV and integration of related business?,Do you have the support of key constituents such as customers,suppliers,banks,government and shareholders?,11,What Steps To Prepare?,First,make sure your existing business operations are solid(acquisitions and JVs are a major time commitment/distraction),Carefully develop a business plan,Study all aspects of the market,and consult with others for their experiences and opinions,Hire professionals to assist you,including investment bankers,attorneys,accountants and others,12,How to Identify an Acquisition Target or JV Partner,Talk to customers and suppliers,Talk to your professionals,who are expert in identifying“buy side”opportunities(e.g.investment bankers and attorneys),Look for cultural compatibility,Look for companies whose strengths are your weaknesses,and vice versa,Network to learn more(e.g.DCBA events),13,Acquisition vs.Joint Venture,Advantages of Acquisition,Control over company and operations,Easier to administer post-closing,100%share of profits and opportunity,Disadvantages of Acquisition,More significant capital investment,May be riskier/harder to integrate,May divert management attention,14,Acquisition vs.Joint Venture,Advantages of Joint Venture,Knowledge and resources of partner,Less capital investment,Shared risk in new markets,Disadvantages of Joint Venture,Harder to administer/gov