【正文】 收購方的股東損平均每花。調查發(fā)現(xiàn)，被收購方的股東往往從收購中賺取高于平均水平的收益，而收購方的股東則不然，更多的卻是從收購中賺取接近零的收益。 因此，只有當收購方能夠能過擁有被收購方的所有權以及有效運用被收購方的資產(chǎn)來增 加其資產(chǎn)時，收購方才能使用收購箕策略。 然而，最近，它曾被提議擁有太大的市場影響力，所以它現(xiàn)在把它的企業(yè)分裂為三個不同的公司。 這種抉擇很可能由于產(chǎn)業(yè)或者管理政策的改變而產(chǎn)生。企業(yè)進入某個新的市場可能是因為那個市場存在著機會，或者是由于不確定的環(huán)境而進行風險的分散。實際上，并購策略有時被采用是由于競爭性環(huán)境中存在不確定性。另外， 2020 的收購進度遠遠高于2020 年。然而，由于全球經(jīng)濟不斷增長， 2020 年全球的收購協(xié)議相對于 2020 年而言增長了百分之四十一，達一萬八千五百億美元。 全球經(jīng)濟，特別是美國的經(jīng)濟，在新世紀增長減緩，這減少了其間的 23 并購。五大并購浪潮發(fā)生在 20世紀，另外還有最后的大兩浪潮發(fā)生在八十年代和九十年代。實際上，近年來大約百分之四十到百分之四十五的收購都 是跨國完成的（即一個總部在一國的公司收購總部在另一國的公司）。 有人認為這種策略在 1980 至 1990甚至在 21 世紀對美國企業(yè)的重組起著主要作用。在并購前期，要對目標企業(yè)會計報表進行科學分析，要把非現(xiàn)金流量評估方法和現(xiàn)金流量評估方法有機結合使用，必要的時候必 須借助中介機構的力量；在并購過程中，要根據(jù)并購項目的實際情況，選擇適合的并購支付方式、融資方式，進行合理的并購稅務籌劃；在并購后期的財務整合中，要注重內部關系的理順和外部環(huán)境的協(xié)調，做好以下這三個層面的整合工作：財務管理目標整合、財務制度和績效考核激勵體系整合、財務結構和現(xiàn)金流轉整合。并購前 期的財務風險主要表現(xiàn)為盡職調查中對目標企業(yè)價值判斷失誤產(chǎn)生的估值風險；并購過程中的財務風險則表現(xiàn)為并購交易執(zhí)行中由于支付方式、融資方式、稅務籌劃方案選擇不當導致并購活動失敗的風險；并購后期財務風險則體現(xiàn)在財務整合風險，財務整合內容包括財務目標整合、財務制度整合、財務結構整合及財務現(xiàn)金流整合等內容。A Project. In the financial integration of the later stage, clear internal relationship and harmonious external environment are the most important, as well as the integration of financial management target, financial system and performance appraisal motivation system, financial structure and cash acquisition strategy has been a popular strategy among . firms for many years. Some believe that this strategy played a central role in an effective restruturing of . business during the 1980s and 1990s and into the 21st century. Increasingly, acquisition strategies are being more popular with firms in other nations and economic regions, including Europe. In fact, about 40 to 45 percent of the acquisitions in recent yearshave been made across country borders( ., a firm headquartered i 21 Onecountry acquiring a firm headquartered in another country). For example,40percent of WalMart’s international growth had e through acquisitions,and management remains open to further acquisitions. Five waves of mergers and acquisition took place in the 20th century, withthe last two occurring in the 1980s and 1990s. There were 55,000 acquisitions valued at trillion dollars in the 1980s, and acquisitions in the 1990s exceeded 11 trillion dollars in value. World economies, particularly the . economy, slowed in the new millennium, reducing the number of mergers and acquisitions pleted. The annual value of mergers and acquisitions peaked in 2020 at about trillion dollars and fell to about trillion in 2020. However, as the worldwide economy improved, the global volume of announced acquisition agreements was up 41 percentfrom 2020 to trillion dollars for 2020, the highest level since 2020,and The pace in 2020 was significantly above the level of 2020. Although the frequency of acquisitions has slowed， their number remains high. In fact, an acquisition strategy is sometimes used because of the uncertainty in petitive landscape. A firm may make an acquisition to increase its market power because of a petitive threat, to enter a new market because of the opportunity available in that market, or to spread the risk due to the uncertain environment. In addition, as volatility brings undesirable changes to its primary markets, a firm may acquire other panies to shift its core business into different markets. Such options may arise because of industry or regulatory changes. For instance, Clear Channel Communications built its business by buying radio stations in many geographic markets when te Telemunications Act of 1996 changed the regulations regarding such acquisitions. However, more recently Clear Channel has been suggested to have too much market power and is now likely to split into three different businesses. The strategic management process calls for an acquisition strategy to increase a firm’s strategic petitiveness as well as its returns to shareholders. Thus, an acquisition strategy should be used only when the acquiring firm will be able to increase its value through owership of an acquired firm and the use of its , evidence suggests that, at least for the acquiring firms, acquisition strategy may not always result in these desireable outes. Researches have found that shareholders of acquired firms often earn aboveaverage returns from an acquisition, while shareholders of acquiring firms are less likely to do so, typically earning returns from the transaction that are close to zero. In the latest acquisition boom between 1998 and 2020, acquiring firm shareholders experienced significant losses relative to the losses in all of the 1980s. Acquiring firm shareholders lost dollar on average for the dollar spent. This may suggest that for large firms, it is now more difficult to create sustainable value by using 22 an acquisition strategy to buy publicly traded panies. In approximately twothirds of all acquisitions, the acquiring firm’s stock price falls immediately after the intended transaction is announced. This negative response is an indication of investors’ skepticism about the likelihood that the acquirer will be able to achieve the synergies required to justify the premium. 附錄 2 企業(yè)并購的財務風險 本文認為企業(yè)并購的財務風險應該是由于并購前期、并購過程以及并購后期等各個不同階段相關財務決策不當所引起的企業(yè)財務狀況惡化或財務成果損失的不確定性，是貫穿企業(yè)并購全程的不確定性因素對預期價值的負面作用和影響。A stage. In the early stage, scientific analysis for accounting statements of target enterprises shall be made, cash flow evaluation method shall be bined with noncash flow evaluation method for application, and support shall be obtained from agencies when necessary. In the middle stage, . the major Mamp。 laterstage financial risk es fromthe financial integration, including the financial target, system, structure and cash flow integration. So, effective prevention of financial risk in enterprise Mamp。 middlestage financial risk refers to the potential failure of Mamp。A process. Accordingtotheprocedure, the Merging Party will have earlys