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項(xiàng)) received by the old shareholders of A (transfer of assets). ? Transfer of shares: B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent pany, B. 34 Reasons Growth Decrease Cost Eliminate Competition Why do panies merge with or acquire other panies? Synergy 35 Benefits ?Improve profitability and EPS ? Enter a new market and introduce new products ? Increase market share ? Gain higher petitiveness 36 CASE STUDY 1 37 HPCompaq Merger 38 Event: HP merged with Compaq When: September 2023 How much: 25 billion dollars Type: Horizontal Merger 39 Compaq ?1982, Houston . ?Employees: 63,700 ?2023 Revenues: $ HewlettPackard ?1938, California . ?Employees: 86,200 ?2023 Revenues: $ Michael Capellas 40 1. Could not meet the targets 2. Improvement in the internal strategies was not going to be sufficient 3. To fight the growing petition Why did HP merge Compaq? 41 42 merged Fiorina Board chairman CEO Capellas President 43 Has 145,000 employees Sells products in 160 countries hp paq After merged Net Assets $324bn $239bn $564bn 1. Enlarges pany scale Changes after merger 44 Market Share Ine 45 46 20232023 47 Competitiveness 2023年第四季美國(guó) PC廠商出貨量 (單位:臺(tái) ) 48 ? Lager Company Scale ? Higher Market Share Ine ? Stronger Competitiveness ? Better Opportunities CONCLUSION— Advantages 49 Case Study 2: ? China39。 ? 在出資或股份的轉(zhuǎn)讓上,有限公司股東轉(zhuǎn)讓其出資需要獲得全體股東過(guò)半數(shù)的同意,而股份公司股東可以依法轉(zhuǎn)讓其股份,但必須在依法設(shè)立的證券交易場(chǎng)所進(jìn)行交易。而股份公司無(wú)須改制,即可依法申請(qǐng)上市。 ? 發(fā)生債務(wù)清償問題時(shí),有限責(zé)任公司每個(gè)股東以其 所認(rèn)繳的出資額 對(duì)公司承擔(dān)有限責(zé)任;股份有限公司每個(gè)股東以其 認(rèn)購(gòu)的股份 為限對(duì)公司承擔(dān)責(zé)任。 17 LLC vs. Co. Ltd: ? 有限責(zé)任公司由兩個(gè)以上五十個(gè)以下股東共同出資設(shè)立;股份有限公司由五人以上為發(fā)起人,股東無(wú)人數(shù)限制,全部資本分為等額股份。 7 Types of partnerships ? General partnership(普通合伙) A business with at least one general partner who has unlimited liability for the debts of the business. ? Limited partnership(有限合伙) ? An arrangement where a person can contribute to a business without being involved in the affairs of the partnership. What’s the difference between the general partners and the limited partners? (P4) 8 What are the three key elements of partnership? ? Common ownership ? Shared profits and losses ? The right to participate in managing the operations of the business 9 Read the sample of partnership agreement and finish the task on P16. 10 partnership Advantages ? Share resources / ideas ? Can cover for each other. . during holidays ? More sources of finance than sole trader ? Partners can specialize, . one may specialize in pany law, another may focus on criminal law Disadvantages ? Usually unlimited liability ? Limited sources of finance ? Profits must be shared between partners