兼并与收购

出版时间：1997-10-01  出版社：中国人民大学出版社  作者：P.S.桑德萨那姆  
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内容概要

公司兼并与收购的动机是什么?在并购市场上谁为主体7有什么规则? 并购方如何进行对抗性投标?如何确定其目标?是什么决定着被并购企业的价值?并购的付款方式有哪些?为什么许多并购失败了?    本书对上述问题及其他有关问题作了清楚而确切的解释。对于那些接受短期培训的管理者、MBA，以及想迅速了解这一问题核心内容的教师和学生来说，都不失为极具价值的参考书。它还可以作为管理人员的藏书，以及那些有抱负的管理人

书籍目录

Contents
Introduction
Historical pattern of UK takeover activity
Objectives of mergers and acquisitions
Mergers and acquisitions and business strategy
The dynamics of the takeover process
Economic consequences of takeovers
Cross-border acquisitions
Corporate divestments
Strategic alliances as alternatives to acquisitions
Objective of the book
Outline of the book
References and further reading
Acquisition motives
Shareholder wealth maximisation perspective
Managerial perspective
Empirical evidence on acquisition motives
Overview
References and further reading
Acquisitions and corporate strategy
Analytical framework for generic strategies
Corporate strategies for market entry
Acquisition as strategic choice
Value creation in different acquisition types
Value chain analysis for acquisitions
Acquisition criteria and target profile
Overview
References and further reading
Organisational dynamics and human aspects of
acquisitions
A model of the acquisition process
Managing acquisition dedsion making
The post-acquisition integration process
Political and cultural perspectives of integration
Problems in integration
Overview
References and further reading
Antitrust regulation
The UK antitrust regime
Antitmst regulation in the European Union
Stock market reaction to MMC references
Antitrust regulation in the USA
Antitrust regulation in Continental Europe
Overview
References and further reading
Regulating takeover bids
Importance of regulating the bid process
Takeover regulation in the UK
Takeover regulation in the USA
Regulation of takeover bids on the Continent
Takeover regulation and takeover activity
Overview
Further reading
Advisers in takeovers
Role of advisers in acquisitions
Merchant banks
Responsibilities of advisers
Empirical evidence on the impact of advisers
Overview
References and further reading
Bid strategies and tactics
Bid strategies
Toehold, bid premium and bid outcome
Bid tactics
Empirical evidence on bid strategies
Empirical evidence on bid strategies from the USA
Overview
References and further reading
Target valuation
Earnings and asset-based valuation models
Discounted cash flow model
Valuation of private companies
Impact of tax on target valuation
Acquisitions and employee pension funds
Overview
References and further reading
Accounting for mergers and acquisitions
Accounting rules for business combinations
Merger relief
Accounting for goodwill
Accounting methods in practice
Accounting for business combinations in other countries
Overview
References and further reading
Paying for the acquisition
Methods of payment for acquisitions
Tax aspects of payment currency
Impact of bidder's financial strategy
Earnings dilution in a share exchange
Finandng a cash offer
Financing with loan stock
Deferred consideration financing
Empirical evidence on the impact of payment method
Overview
References and further reading
Defences against takeovers
Bid resistance motives
Bid defence strategies
Impact of defensive strategies
Cost of defence
Takeover defence outside the UK
Overview
References and further reading
Assessing the success of acquisitions
Defining success
Acquisitions and shareholders
Acquisitions and managers
Acquisitions and employees
US evidence on success of acquisitions
Overview
References and further reading
Making acquisitions work
Survey evidence on acquisition performance
Factors contributing to acquisition failure
Survey evidence on the acquisition process
Evidence on acquisition integration
Critical success factors
Acquisitions and the human factor
Illustrations of successful acquisition process
Overview
References and further reading
Corporate divestments
Rationale for divestments
Forms of corporate divestment
Management buyouts and buyins
Divestments in the USA
Divestments in Europe
Overview
References and further reading
Cross-border acquisitions
Alternative overseas expansion strategies
Recent trends in cross-border acquisitions
Motivations behind cross-border acquisitions
Barriers to takeovers
Post-acquisition integration
Survey evidence on international acquisitions
Overview
References and further reading
Strategic alliances
Types of strategic alliance
Equity and non-equity joint ventures
Intemational joint ventures
Models of a joint venture
Structuring a joint venture
Regulatory issues in joint ventures
Performance evaluation of joint ventures
Critical success factors in alliances
Overview
References and further reading
Index