【正文】 ital could be reduced if the merged firms have cash flows that do not move up and down in tandem (., socalled coinsurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a highgrowth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the highgrowth industry, and bining the two firms could lower the average cost of capital of the bined firms.DiversificationBuying firms outside a pany’s current primary lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the bined firms.A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson amp。they are all included in a glossary at the end of the book.Mergers and Acquisitions as Change AgentsBusinesses e and go in a continuing churn, perhaps best illustrated by the everchanging position of the socalled Fortune 500—the 500 largest . corporations. Only 70 of the firms on the original 1955 list of 500 are on today’s list, and some 2,000 firms have appeared on the list at one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm’s basic operations or fundamentally change its asset or financial structure.SynergySynergy is the rather simplistic notion that two (or more) businesses in bination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through bination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy prises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can e from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software。As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on the notion that some firms are simply too big to fail because of their potential impact on the economy—consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of markets, which rewards good decisions and penalizes poor ones. Allowing a business to believe that it can achieve a size “too big t o fail” may create perverse incentives. Plus, there is very little historical evidence that governments are better than markets at deciding who should fail and who should survive.In this chapter, you will gain an understanding of the underlying dynamics of Mamp。A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks, concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had bee monplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. As credit dried up, a malaise spread worldwide in the market for highly leveraged Mamp。 感謝我的同學(xué)、朋友，感謝你們在我寫作論文的過程中給予我的關(guān)心、幫助與支持，才讓我在求學(xué)得道路上不斷進取、勇往直前。 感謝我的論文指導(dǎo)教師梁權(quán)老師。forcurrent of crossborder mergersandDeepaShimizu。andShultz.China,2010(02) [12] .2012(02)[9] .development，2010(12)[7] 袁明智參考文獻[1] [J].現(xiàn)代商業(yè)，2010(15)[2] .[J].商業(yè)時代?學(xué)術(shù)論評所以企業(yè)要從實際出發(fā)，對合并后的價值進行評估，選擇合理的并購對象和并購方案。我國許多企業(yè)的跨國并購中，存在了一定的障礙，但是這也給了我們總結(jié)進步的機會。所以，我國企業(yè)需要尋找一個更大的市場，利用我國廉價的勞動力，將我國的商品推向國際市場。南汽并購依維柯其實走的就是一條自力更生的道路。這樣的企業(yè)，要么是管理層面上出了問題，要么在技術(shù)創(chuàng)新不夠，又或者是在成本控制出了問題，也有可能是經(jīng)營業(yè)績不佳導(dǎo)致虧損或倒閉的企業(yè)。同時，在薪金、福利等方面進行合理的制定，面向世界招聘可塑之才，同時，也要考慮被并購企業(yè)的員工的素質(zhì)情況，對他們進行全面的培養(yǎng)，支取打造一支高素質(zhì)、高水平的員工團隊，無論是企業(yè)的低層還是高層。試想，如果我們擁有這些高素質(zhì)的人才，那么在企業(yè)抉擇和決策的時候?qū)⑵鸬經(jīng)Q定性的作用。三、廣納賢才，降低并購成本在進行跨國企業(yè)并購的時候，我們需要專業(yè)的人員為我們進行操作。首鋼集團收購秘魯鐵礦，也同樣是因為對當?shù)氐姆伞⑽幕h(huán)境，特別是對當?shù)氐膭趧臃?、工會法研究不透，造成了很大的損失。二、重視國外政府條款，將當?shù)匚幕谌氲狡髽I(yè)文化中不同的企業(yè)有不同的文化，不同的國家更是文化差異很大。同時，現(xiàn)在市場上有許多專業(yè)的咨詢調(diào)查公司，我們可以利用這些公司對適合并購條件的企業(yè)進行逐一的分析。