兼并與收購

內(nèi)容概要

公司兼并與收購的動機是什么?在并購市場上誰為主體7有什么規(guī)則? 并購方如何進行對抗性投標(biāo)?如何確定其目標(biāo)?是什么決定著被并購企業(yè)的價值?并購的付款方式有哪些?為什么許多并購失敗了?    本書對上述問題及其他有關(guān)問題作了清楚而確切的解釋。對于那些接受短期培訓(xùn)的管理者、MBA，以及想迅速了解這一問題核心內(nèi)容的教師和學(xué)生來說，都不失為極具價值的參考書。它還可以作為管理人員的藏書，以及那些有抱負(fù)的管理人

書籍目錄

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

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