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精选优质文档-倾情为你奉上Author: R.J. Kish.Nationality: AmaricaOriginate form: Journal of Multinational Financial Management 1998(8) 43443作者：基什国籍：美国出处：跨国公司财务管理，第8卷，第四期，1998年11月，434-437原文1Cross-border mergers and acquisitions:the EuropeanUS experience1. Factors motivating cross-border acquisitionsIn her extensive discussion of the merger and acquisition process McDonagh Bengtsson (1990) proposes that the following factors motivate many companies to acquire foreign firms: the desire to spread products and diversify risks geographically; to gain back-up products; to exploit synergies; and to attain economies of scale. However, she cautions that workforce problems, poor facilities, as well as social and technological differences may expose the acquiring company to new risks. Other studies in the area of cross-border acquisitions attribute the pattern of acquisitions to several competing factors, both favorable and unfavorable. The discussion that follows surveys a sampling of these factors, examining first the favorable acquisition variables (i.e. variables that appear to influence the firms concerned with cross-border deals), then the unfavorable ones. We pay particular attention to those factors more directly related to the countries under study. 1.1. Favorable acquisition factorsAlthough there are a number of factors that favor acquisition activity, we focus on those that seem to affect cross-border acquisitions between the US and the EU. These factors include exchange rates, diversification, and economic conditions in the home country, as well as technology and human resources.1.1.1. Exchange ratesCurrent and forecasted future exchange rates affect the home currency equivalent of acquisition prices, as well as the present value of future cash flows accruing to the acquired firm; therefore, the dominant effect in any particular case is ultimately an empirical question. Existing studies, predictably, arrive at different conclusions concerning the role of exchange rates. For example, Froot and Stein (1991) propose that, while there is a relationship between the exchange rates and acquisition activity, there is no evidence that a change in the exchange rate improves the position of foreign acquirers relative to their US counterparts. They contend that when the dollar depreciates, the US becomes a cheaper place for any firm to do business foreign or domestic. In addition, they downplay the relationship between foreign acquisitions and exchange rates, arguing that improved capital mobility leads to equalized, risk-adjusted returns on international investments. Goldberg (1993) reaches different conclusions. She finds that a depreciated US dollar reduces FDI in American businesses. She also contends that the reverse holds true, that is, if the dollar is strong, one observes an increase in foreign acquisition of US firms and a downward trend in US acquisitions of foreign firms. However, Harris and Ravenscraft (1991) present empirical evidence that is in contrast toGoldbergs findings. In particular, they contend that a depreciated dollar increases the number of foreign acquisitions of US firms.1.1.2. DiversificationThis argument is based on the empirical observation that the covariance of returns across different economies, even within the same industries, is likely to be smaller than within a single economy. It follows that the prospective acquiring company must first decide on its desired levels of risk and return. Only then should it attempt to identify countries, industries, and specific firms that fall within its risk class. In addition, by acquiring ongoing foreign concerns, companies may be able to circumvent tariff and non-tariff barriers, thereby improving their riskreturn tradeoff by lowering the level of unsystematic risk.71.1.3. Economic conditions in the home countryFavorable cyclical conditions in the acquiring firms home country should facilitate cross-border acquisitions as a means for increasing demand and levels of diversification. On the other hand, adverse economic conditions, such as a slump, recession, or capital market constraints, may cause prospective acquiring firms to concentrate on their domestic business while postponing any international strategic moves.1.1.4. Acquisition of technological and human resourcesIf a firm falls behind in the level of technological knowledge necessary to compete efficiently in its industry, and it is unable or unwilling to obtain the required technology through research and development, then it may attempt to acquire a foreign firm which is technologically more advanced. In their study, Cebenoyan et al. (1992) support this point, showing that the expansion into new markets through acquisitions allows firms to gain competitive advantage from the possession of specialized resources.1.2. Unfavorable acquisition factorsThe factors discussed thus far generally tend to encourage firms to make crossborder acquisitions. In contrast, there are other variables that often appear to restrain cross-border combinations. These include information asymmetry, monopolistic power, as well as government restrictions and regulations.1.2.1. Information asymmetry.Roll (1986) contends that information about a prospective target firm (e.g. marketshare, sales, cash flow forecasts) is crucial in the decision-making process of an acquiring firm. If the necessary information is not available, Roll (1986) argues that the prospective acquiring firm may be forced to delay or discontinue its plans, eventhough the foreign firm appears to be an attractive target. In contrast, Stoughton (1988) argues that information effects are not always harmful. He points out that the prospective acquirer may be able to obtain information about the target firm that is not available to other market participants.1.2.2. Monopolistic powerIf a firm enjoys monopolistic power (a difficult prospect in the US, due to antitrust laws), then entry into the industry becomes more difficult for potential competitors, domestic or foreign. Moreover, a monopolist is much more likely to resist a takeover attempt. Other barriers to entry that make cross-border acquisitions especially difficult within a monopolistic environment include extensive outlays for research and development, capital expenditures necessary to establish greenfield production facilities, and/or product differentiation through a massive advertising campaign.1.2.3. Government restrictions and regulationsMost governments have some form of takeover regulations in place. In many instances, government approval is mandatory before an acquisition by a foreign firm can occur. In addition, there may exist government restrictions on capital repatriations, dividend payouts, intracompany interest payments, and other remittances. Scholes and Wolfson (1990) for example, discuss periods in the US where regulatory events discouraged acquisition activity; they cite the Williams Amendments and the Tax Reform Act of 1969 as significant legal and regulatory changes that contributed to a significant showdown in merger activity in the 1960s. In addition, Scholes and Wolfson (1990) argue that there was a similar impact resulting from changes in US tax laws in the 1980s, because those changes increased transaction costs in acquisitions involving US sellers and foreign buyers. On the other hand, Dewenter (1995) contends that her empirical findings in the chemical and retail industry contradict Scholes and Wolfson (1990). She concludes from her findings that the US tax regime changes in the 1980s provide no explanation for the level of foreign acquisition activity. However, one must note that while Dewenter (1995a) only examined two industries, representing approximately 16% of foreign acquisition activity during 197889, Scholes and Wolfson (1990) examined activity from 1968 through 1987 and included a large number of industries in their study. This discussion of the variables that influence cross-border acquisitions, both positively and negatively, suggests that whereas there exists a substantial measure of added complexity in mergers involving firms in different countries, some fundamental aspects of merger analysis remain unchanged. That is, a merger or acquisition, cross-border or domestic, can be treated in the framework of a capital budgeting decision, where the main variables to be estimated are the future cash flows, the acquisition price, and the costs of financing the transaction. Therefore, it stands to reason that, at a macroeconomic level, one should include both the exchange rates and the cost of financing the acquisition. Exchange rates affect both the current price of the target as well as the future cash flows. The cost of financing the acquisition with a mix of debt and equity (i.e. the yields on long-term debt and stock prices) should also play an important role. This is true even though most multi-national corporations have access to global financial markets and will, ceteris paribus, raise funds where the cost of capital is the lowest. 译文1欧洲、美国的跨国并购经验1. 激励跨国并购的因素McDonagh Bengtsson(1990)在关于合并和收购过程的广泛讨论中，提出下列激励很多公司收购外国公司的因素: 第一，传播产品和地理上分散风险的愿望;第二，获得支撑的产品;第三，充分发挥协同作用,最后达到经济规模。然而,她警告说,劳动力问题,设施问题,还有社会和技术差异等等都可能暴露公司新的危机。在跨国并购地区的其他的研究有助于形成收购模式的几个竞争因素,包括有利的与不利的。下面的讨论调查的第一次检查有利获取变量（即变量出现影响该公司的有关跨境交易）的这些因素的取样，然后是不利的因素取样。我们要特别注意这些因素更直接关系到国家的。1.1有利的并购因素虽然有很多有利于并购活动的因素,我们把关注的焦点放在那些可能影响美国和欧盟之间跨国并购的那些因素。这些因素包括汇率、多元化、在自己国家的经济发展状况以及技术和人力资源等。1.1.1汇率目前和预测未来外汇汇率的影响本国货币相当于收购价格, 收购公司应累算的未来现金流量的现值,因此,在任何一个特定情况的主导作用是实证研究的问题。在现有研究成果的基础上,可以预料到关于汇率作用不同的结论。例如,Froot和Stein (1991)指出,尽管并购活动与汇率有一定的关系,但是根据他们在美国的同行显示，没有证据能证明人民币汇率的变动能提高跨国收购地位。他们声称,当美元的贬值,我们变成任何一个国内或是国外公司做生意更便宜的地方,。除此之外,他们淡化了跨国收购和汇率制度之间的关系,认为资本流动的提高导致平等和贴现率的国际投资回报。歌德堡(1993)却有不同的结论。她发现美元的贬值降低了在美国的外商直接投资。她还认为,相反的才是真理，那就是,如果美元强会增加外国公司收购美国公司的活动，美国公司收购外国公司则会呈现下降趋势。然而, Harris和Ravenscraft(1991)提出了与Goldberg相反的实证证据。特别是,他们认为美元贬值会增加外方收购美国公司的数量。1.1.2 多样化这个争论是基于实证的观察, 在不同的经济环境的哪怕同一个行业里，协方差的回报也可能是比在一个单一的经济环境下小。它的意思是,潜在收购的公司必须首先要确定其预期的风险和回报。只有这样它才能尝试确定国家、行业、企业内的特定风险。在通过获取持续的外交关系,公司可以躲避关税壁垒和非关税壁垒,从而通过降低非系统风险的水平来提高他们的交易风险回报。1.1.3 本国的经济条件收购公司在祖国拥有的良好的周期性条件应该作为一种减少需求和降低多样化水平的手段来促进跨国并购。另一方面,不良的经济条件,如在暴跌、经济衰退或资本市场约束的条件下,可能导致潜在收购公司集中精力在他们国内的业务而推迟任何国际战略迁移。1.1.4 并购技术和人力资源的培养如果一个公司的有效竞争所必要科技水平落后于其行业水平,而且它不能或不愿去获取并发展它需要的技术和研究,那么它可能试图并购那些技术更加先进的外国公司。在他们的研究中, Cebenoyan et al (1992)支持这个观点,即通过并购拓展新市场使公司能从获得被并购公司拥有的专门的竞争优势。12 不利的并购因素到目前为止讨论的因素，一般倾向于鼓励企业进行跨境并购。相反,还有其他的变数,经常出现抑制跨境合并。这些包括信息不对称、垄断权力,以及政府约束和规则。1.2.1 信息不对称。Roll (1986)认为, 有关一个潜在目标公司（如市场份额，销售，现金流预测）的信息是并购公司过程中至关重要的决策过程。如果必要的信息不可用,Rool(1986)认为潜在的收购公司可能会被迫延迟或中断它的计划,尽管外国公司似乎是一个非常不错的目标。相反, Stoughton (1988)则认为信息效果不一定是有害的。他指出,潜在的收购方可能可以获取到目标公司其它市场参与者不能获取的信息。1.2.2 垄断力量如果一个公司享有垄断力量(一个困难的前景,因为反托拉斯法法律),那么潜在无论是国内或国外的的竞争者要加入这个行业变得更难了。此外,垄断者更抵制收购的企图。在垄断环境中的其他成为跨国并购进入的主要障碍包括广泛研究与发展支出,建立绿地的生产设施、产品差异化通过大规模的广告宣传活动等的资本必要支出。1.2.3 政府约束和规则大多数政府在地方有某种形式的收购规则。在许多情况下，政府批准之前，强制收购外国公司也可能发生。此外, 可能存在政府限制资本遣返，股息支出，公司内部利息支付和其他汇款。以Scholes和Wolfson (1990)为例, 讨论了在美国监管活动阻碍了并购活动期间，他们列举了威廉的修正案，1969年税收改革法案作为重要的法律和法规的变化，促成了在20世纪60年代并购活动明显摊牌。此外, Scholes和Wolfson (1990)认为在20世纪80年代美国税法的改革有一个同样的影响,因为这些变化增加了我们在收购交易中成本包括卖方和国外买家。另一方面,Dewenter(1995)认为她在化学和零售行业中的发现的实证结果与Scholes和Wolfson的观点相矛盾(1990)。她总结了她的发现,美国在80年代的税收政策的变化没有对外国投资者并购活动的水平提供任何解释说明。然而,必须注意的是, 必须注意的是， Dewenter（1995年）只审查了在1978至1989年间约占16的海外收购活动的两个行业，而在从1968年到1987年的考察活动中，Scholes和Wolfson（1990）在他们的研究中包括各行业。对从积极和消极两个方面影响跨国并购的变量讨论显示，在不同国家的公司涉及相当程度的合并中存在一个附加的复杂性，合并分析的一些基本方面保持不变。也就是说，合并或收购、跨国或国内，如果要估计的主要因素是对未来现金流量，收购的价格，融资的交易成本，那么经处理后都可以在一个资本预算决定框架内处理。因此，按理说，在宏观经济层面上，人们应该包括汇率和融资收购的成本。汇率影响目标目前以及未来现金流量的当前价格。在融资方面的债务和股本组合（即长期债务和股票价格的收益率）的收购成本也应发挥重要作用。这是真实的，尽管大多数跨国公司已经进入全球金融市场，并且在其他条件不变的情况下，会在募集资金资本成本最低的地方募集资金。作者：基什国籍：美国出处：跨国公司财务管理，第8卷，第四期，1998年11月，434-437专心-专注-专业原文2Author: Tomas ManteconNationality: AmaricaOriginate form: Journal of Banking & Finance,2009(33),640-641,650. Mitigating risks in cross-border acquisitionsIn the past 20 years, the volume of cross-border acquisitions for corporate assets has increased nearly three times faster than the volume of domestic acquisitions. Compared to domestic acquisitions, cross-border acquisitions present greater challenges for a buyer because of institutions and cultural values that are unfamiliar to a foreign corporation. Firms acquiring assets in a foreign country may face different accounting practices and disclosure requirements, which hamper the due diligence process. The internalization of assets into the buyer operational structure is further complicated by cultural peculiarities that determine how strategies are formulated and business is conducted. Acquiring firms may also encounter legal systems with different protection of property rights, a factor that adds uncertainty to future cash flows. The greater level of uncertainty in cross-border acquisitions reduces the value of the assets being exchanged (Akerlof 1970; Stiglitz, 2000) and appears as an explanation to the poor performance of acquirers in cross-border acquisitions (Denis et al., 2002; Moeller and Schlingemann, 2005). In this article, I will analyze different alternatives in which buyers can ameliorate the risks inherent in these transactions. This analysis is important for understanding the optimal entry strategies for firms that want to expand their operations in foreign markets. Acquiring firms can reduce investment uncertainty by structuring the payments so they are contingent on performance of the assets. This paper analyzes two alternative contingent payments.First, buyers can pay with stock, sharing the risk of the acquisition with the sellers as they will retain an equity position in the acquirer. Second, acquiring firms can use earn out payments contingent on the performance of the assets being acquired (Kohers and Ang, 2000).Buyers and sellers can operate assets together in an equity joint venture (JV) to improve the exchange of information on the quality of the assets. Nanda and Williamson (1995) describe several JVs that were conceived as a mechanism to exchange information conducive to an eventual acquisition. In a sample of predominantly domestic JVs, Mantecon and Chatfield (2007) find that JVs can be mechanisms to transfer assets in the presence of valuation uncertainty. The purpose of this article is to understand which of these mechanisms for reducing uncertainty is more beneficial to acquirers of cross-border corporate assets. I hypothesize that the use of earnouts and stock as a method of payment and the formation of equity JVs conducive to acquisitions should be more valuable when investment uncertainty is more severe. This article contributes to the existing literature by testing this hypothesis in a sample of 30,783 acquisitions announced from 1985 to 2005. This sample involved buyers from 75 nations engaged in 6824 cross border-acquisitions of assets located in 128 countries.The results show that the valuation effects to acquirers in cross-border deals depend on the information obtained about the assets before the acquisition. Buyers experienced large gains in the acquisition of assets that were operated in a JV, suggesting that acquirers profited from the information obtained while jointly operating the assets. I hypothesize that these gains should be positively associated with the degree of uncertainty being resolved. Consistent with this hypothesis, acquirers experienced larger gains in the acquisitions of JVs located in countries with higher levels of investment risk and in the presence of higher levels of valuation uncertainty.These results suggest that JVs can be used as a transitional mechanism to reduce the uncertainty associated with cross-border acquisitions in the presence of severe valuation uncertainties and country investment risks. Mechanisms to ameliorate investment risk in cross-border acquisitions.Although the evidence on the valuation effects to acquirers of cross-border acquisitions remains inconclusive, these buyers face higher levels of uncertainty for several reasons. The due diligence process is complicated by different accounting and disclosure requirements. Assimilation of assets is also more difficult because of cultural differences that determine how business is conducted. In addition, legal systems with different levels for protection of minority shareholders and enforceability of contracts increase the difficulty to value future cash flows.How can buyers reduce the uncertainty associated with crossborder acquisitions? Reuer (2005) suggests the use of contingent payments and operational relationships. The use of stock as currency can be a contractual tool to reduce investment risk because it has a contingent-pricing effect (Hansen, 1987). The target firm, accepting stock, signals positive information on the value of the acquirer and on the assets being transferred. Buyers in turn signal their own quality as they prefer to use their stock when it is overvalued (Myers and Majluf, 1984). Thus, the final market reaction to announcements of using stock in acquisitions depends on the level of asymmetric information about the buyer and the target as well as their relative bargaining position. Acquiring firms can also reduce uncertainty by using earnout payments. Reuer et al. (2004) find that US firms use more contingent payouts when purchasing assets in high-tech and services industries for a sample of 3098 deals in the period 19951998. Kohers and Ang (2000) analyze 938 mergers with earnout payments. They report that earnouts facilitate the transactions in the presence of high information asymmetries.Buyers face higher levels of uncertainty in cross-border acquisitions. This article contributes to the extant literature by analyzing different mechanisms buyers can use to reduce investment uncertainty in a large sample of cross-border acquisitions of assets located in 128 countries. The results from this analysis indicate that buyers experienced lower gains when the assets were located in a different country. The findings suggest that these inferior gains can be explained by more severe agency problems in buyers involved in cross-border acquisitions. The results indicate that acquiring firms experienced larger gains in the acquisition of assets that were jointly operated in a JV. These larger gains to acquirers can not be explained by the listing effect, by the presence of call options embedded in JV contracts, or by expropriation of minority shareholders of target firms. The findings show that earnout payments were associated with larger gains to acquirers of domestic assets, but there is no indication that buyers benefited from these strategies in cross-border acquisitions. The results suggest that the exchange of information that occurs in a JV enhances acquirer value in cross-border transactions in presence of higher levels of valuation uncertainty and country investment risk. Thus, JVs appear to be a valuable mechanism for reducing the risks inherent in cross-border acquisitions.Author: Tomas ManteconNationality: AmaricaOriginate form: Journal of Banking & Finance,2009(33),640-641,650.译文2跨国并购风险的缓解在过去的20年中，企业资产的跨国收购量比国内并购数量增加了近3倍。与国内并购相比，跨国并购面临一个更大的挑战 由于买方对外国公司的机构和文化价值观不熟悉。公司并购国外企业资产可能面对不同的会计方法和披露要求，这阻碍了尽职调查的过程。决定如何指定商业策略和经营业务的文化特殊性使得进入买方内部资产业务结构更为复杂。收购公司也可能会遇到不同产权保护制度的法律，这一因素增加了未来现金流量的不确定性。跨国并购中更大程度的不确定性减少了作为交换的资产价值（阿克洛夫，1970；斯蒂格利茨，2000），并作为跨国并购表现欠佳的解释体现出来（Denis等人，2002年；Moeller和Schlingemann，2005）。 在这篇文章中，我会分析一些买家可以改善这些交易固有风险的不同方案。这一分析重要性是让那些希望在国外市场扩大业务的企业理解最佳进入策略。 收购公司调整投资结构可以减少不确定性，所以他们取决于资产的绩效。 本文分析了两种可供选择的有支出。第一，买家可以通过用股票支付与被并购方同时分担并购风险，因为这样可以使并购方和被并购方在并购活动中保持同等风险地位。第二，企业可以对所并购的资产进行分期付款（Kohers和Ang，2000）。买家和卖家可以在一个合资企业（JV）中将资产运作联合在一起，以提高资产信息交流的质量。Nanda和Williamson (1995)描述被看作是一种机制的合资企业有利于交流信息直至最终并购购。例子中，Mantecon和Chatfield（2007年）发现，国内主要的合资企业，合资公司可以作为一种转移资产估值存在的不确定性。本文的目的是要了解哪些机制可以减少不确定性从而使得更为有利地行并购境外合资企业。本人假设，当投资更有价值的不确定性更加严重这种使用分期付款和股票作为支付方式和公平形成的合资企业投资应该是有利于收购，文章从1985年
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