1、文獻出處：作者：托馬斯.曼特肯國籍：美國出處：銀行和金融期刊，2009(33),640-641,650.我國企業跨國并購財務風險分析及防范以中國移動并購巴科泰爾為例外文翻譯原文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

2、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

3、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 facto

4、rs, 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 factor

5、sAlthough 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 reso

6、urces.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 questio

7、n. 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 improv

8、es 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

9、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 st

10、rong, 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

11、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 acqui

12、ring 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 ba

13、rriers, 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 d

14、iversification. 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

15、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 adva

16、nced. 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

17、 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) c

18、ontends 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 disc

19、ontinue 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

20、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 takeove

21、r 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

22、 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

23、 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

24、 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 acquisition

25、s 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 lev

26、el 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 indust

27、ries 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

28、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 t

29、o 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 yi

30、elds 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. Author: R.J. Kish.Nationality: AmaricaOrigina

31、te form: Journal of Multinational Financial Management 1998(8) 4344314 / 14文檔可自由編輯打印譯文1歐洲、美國的跨國并購經驗1. 激勵跨國并購的因素McDonagh Bengtsson(1990)在關于合并和收購過程的廣泛討論中，提出下列激勵很多公司收購外國公司的因素: 第一，傳播產品和地理上分散風險的愿望;第二，獲得支撐的產品;第三，充分發揮協同作用,最后達到經濟規模。然而,她警告說,勞動力問題,設施問題,還有社會和技術差異等等都可能暴露公司新的危機。在跨國并購地區的其他的研究有助于形成收購模式的幾個競爭因素,包括有利

32、的與不利的。下面的討論調查的第一次檢查有利獲取變量（即變量出現影響該公司的有關跨境交易）的這些因素的取樣，然后是不利的因素取樣。我們要特別注意這些因素更直接關系到國家的。1.1有利的并購因素雖然有很多有利于并購活動的因素,我們把關注的焦點放在那些可能影響美國和歐盟之間跨國并購的那些因素。這些因素包括匯率、多元化、在自己國家的經濟發展狀況以及技術和人力資源等。1.1.1匯率目前和預測未來外匯匯率的影響本國貨幣相當于收購價格, 收購公司應累算的未來現金流量的現值,因此,在任何一個特定情況的主導作用是實證研究的問題。在現有研究成果的基礎上,可以預料到關于匯率作用不同的結論。例如,Froot和Stei

33、n (1991)指出,盡管并購活動與匯率有一定的關系,但是根據他們在美國的同行顯示，沒有證據能證明人民幣匯率的變動能提高跨國收購地位。他們聲稱,當美元的貶值,我們變成任何一個國內或是國外公司做生意更便宜的地方,。除此之外,他們淡化了跨國收購和匯率制度之間的關系,認為資本流動的提高導致平等和貼現率的國際投資回報。歌德堡(1993)卻有不同的結論。她發現美元的貶值降低了在美國的外商直接投資。她還認為,相反的才是真理，那就是,如果美元強會增加外國公司收購美國公司的活動，美國公司收購外國公司則會呈現下降趨勢。然而, Harris和Ravenscraft(1991)提出了與Goldberg相反的實證證據

34、。特別是,他們認為美元貶值會增加外方收購美國公司的數量。1.1.2 多樣化這個爭論是基于實證的觀察, 在不同的經濟環境的哪怕同一個行業里，協方差的回報也可能是比在一個單一的經濟環境下小。它的意思是,潛在收購的公司必須首先要確定其預期的風險和回報。只有這樣它才能嘗試確定國家、行業、企業內的特定風險。在通過獲取持續的外交關系,公司可以躲避關稅壁壘和非關稅壁壘,從而通過降低非系統風險的水平來提高他們的交易風險回報。1.1.3 本國的經濟條件收購公司在祖國擁有的良好的周期性條件應該作為一種減少需求和降低多樣化水平的手段來促進跨國并購。另一方面,不良的經濟條件,如在暴跌、經濟衰退或資本市場約束的條件下,

35、可能導致潛在收購公司集中精力在他們國內的業務而推遲任何國際戰略遷移。1.1.4 并購技術和人力資源的培養如果一個公司的有效競爭所必要科技水平落后于其行業水平,而且它不能或不愿去獲取并發展它需要的技術和研究,那么它可能試圖并購那些技術更加先進的外國公司。在他們的研究中, Cebenoyan et al (1992)支持這個觀點,即通過并購拓展新市場使公司能從獲得被并購公司擁有的專門的競爭優勢。12 不利的并購因素到目前為止討論的因素，一般傾向于鼓勵企業進行跨境并購。相反,還有其他的變數,經常出現抑制跨境合并。這些包括信息不對稱、壟斷權力,以及政府約束和規則。1.2.1 信息不對稱。Roll (1

36、986)認為, 有關一個潛在目標公司（如市場份額，銷售，現金流預測）的信息是并購公司過程中至關重要的決策過程。如果必要的信息不可用,Rool(1986)認為潛在的收購公司可能會被迫延遲或中斷它的計劃,盡管外國公司似乎是一個非常不錯的目標。相反, Stoughton (1988)則認為信息效果不一定是有害的。他指出,潛在的收購方可能可以獲取到目標公司其它市場參與者不能獲取的信息。1.2.2 壟斷力量如果一個公司享有壟斷力量(一個困難的前景,因為反托拉斯法法律),那么潛在無論是國內或國外的的競爭者要加入這個行業變得更難了。此外,壟斷者更抵制收購的企圖。在壟斷環境中的其他成為跨國并購進入的主要障礙包

37、括廣泛研究與發展支出,建立綠地的生產設施、產品差異化通過大規模的廣告宣傳活動等的資本必要支出。1.2.3 政府約束和規則大多數政府在地方有某種形式的收購規則。在許多情況下，政府批準之前，強制收購外國公司也可能發生。此外, 可能存在政府限制資本遣返，股息支出，公司內部利息支付和其他匯款。以Scholes和Wolfson (1990)為例, 討論了在美國監管活動阻礙了并購活動期間，他們列舉了威廉的修正案，1969年稅收改革法案作為重要的法律和法規的變化，促成了在20世紀60年代并購活動明顯攤牌。此外, Scholes和Wolfson (1990)認為在20世紀80年代美國稅法的改革有一個同樣的影響

38、,因為這些變化增加了我們在收購交易中成本包括賣方和國外買家。另一方面,Dewenter(1995)認為她在化學和零售行業中的發現的實證結果與Scholes和Wolfson的觀點相矛盾(1990)。她總結了她的發現,美國在80年代的稅收政策的變化沒有對外國投資者并購活動的水平提供任何解釋說明。然而,必須注意的是, 必須注意的是， Dewenter（1995年）只審查了在1978至1989年間約占16的海外收購活動的兩個行業，而在從1968年到1987年的考察活動中，Scholes和Wolfson（1990）在他們的研究中包括各行業。對從積極和消極兩個方面影響跨國并購的變量討論顯示，在不同國家的公

39、司涉及相當程度的合并中存在一個附加的復雜性，合并分析的一些基本方面保持不變。也就是說，合并或收購、跨國或國內，如果要估計的主要因素是對未來現金流量，收購的價格，融資的交易成本，那么經處理后都可以在一個資本預算決定框架內處理。因此，按理說，在宏觀經濟層面上，人們應該包括匯率和融資收購的成本。匯率影響目標目前以及未來現金流量的當前價格。在融資方面的債務和股本組合（即長期債務和股票價格的收益率）的收購成本也應發揮重要作用。這是真實的，盡管大多數跨國公司已經進入全球金融市場，并且在其他條件不變的情況下，會在募集資金資本成本最低的地方募集資金。作者：基什國籍：美國出處：跨國公司財務管理，第8卷，第四期，

40、1998年11月，434-437原文2 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 g

41、reater 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 asse

42、ts 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 cas

43、h 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).

44、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 inve

45、stment 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. S

46、econd, 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

47、(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 purpo

48、se 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 va

49、luable 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

50、 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 th

51、e 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 lev

52、els 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 ris

53、ks. 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 dif

54、ferent 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

55、 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

56、 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,

57、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

58、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 informati

59、on 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. Th