【正文】 于股票市場(chǎng)較完善的市場(chǎng)環(huán)境中的經(jīng)營(yíng)較穩(wěn)定的企業(yè)。但是若要評(píng)估目標(biāo)公司的真正價(jià)值，還必須對(duì)資產(chǎn)負(fù)債表的各個(gè)項(xiàng)目作必要調(diào)整。即意欲獲取企業(yè)控制權(quán)的權(quán)利主體通過(guò)交易方式獲取了其他權(quán)利主體所擁有的控制權(quán)來(lái)重新配置社會(huì)資源。企業(yè)并購(gòu)過(guò)程中涉及許多財(cái)務(wù)問(wèn)題，而財(cái)務(wù)問(wèn)題的解決是企業(yè)并購(gòu)成功的關(guān)鍵。s returns, but the purchase price will be high. Therefore, according to the pany level can bring benefits to determine the value of the pany is scientific and reasonable way. The use of this method must have two conditions: First, assess the pany39。s financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good inegenerating capacity and funding from the capital market capacity, but also the pany39。 A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs. 2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency petition, the incumbent managers of target panies will be replaced, which can effectively reduce the agency costs. 3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a mon security role. In general, large panies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing. 4. To obtain tax benefits. M amp。clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market petition itself tide in an invincible position. Measure of the value of the target pany, generally adjusted book value method, market value of parative law, priceearnings ratio method, discounted cash flow method, ine approach and other methods. 1. The book value adjustment method. Net balance sheet shall be the pany39。 A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing. Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice。一 般情況下，規(guī)模大的企業(yè)更容易進(jìn)入資本市場(chǎng)，它們可以大批量地發(fā)行股票或債券。當(dāng)資本市場(chǎng)資金緊張，企業(yè)資金流動(dòng)性較差時(shí)，對(duì)資金流動(dòng)性的評(píng)估應(yīng)重點(diǎn)放在考察后備流動(dòng)資金的可利用性上，分析企業(yè)可從經(jīng)營(yíng)中獲取的現(xiàn)金量，企業(yè)向外界籌措資金的能力，銷(xiāo)售可兌換證券所能帶來(lái)的可利用流動(dòng)資金量。主要適用于完善的市場(chǎng)體系中 上市公司的并購(gòu)