文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.
（声明：本译文归百度文库所有，完整译文请到百度文库。）
原文
Financial risk control of Mergers and Acquisitions
Comell
Abstract
M&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.
Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control
1 Risk in enterprise mergers and acquisitions
May encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.
1. 1 Financial risk
Refers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the
development of enterprises.
1. 2 Asset risk
Refers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.
1. 3 Labor risk
Refers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.
1. 4 Market risk
Refers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.
1. 5 Culture risk
Refers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises,
inevitably touches the concept of corporate culture collision, due to incomplete information or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.
2 Financial risk of M&A
However, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.
There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.
The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as
one company (firm). The aim of M&A transaction is to control the property and business of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.
In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.
According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.
Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and
payment risks mainly reflect in: liquidity risk, credit risk caused by deteriorated capital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.
Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.
As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.
In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.
3 Conclusions
At the end of the thesis, the author points out that many aspects still worth
further investigation. For instance, this thesis mainly concentrates on qualitative analysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.
译文
企业并购中的财务风险控制
作者：康奈尔
摘要
企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。在世界范围内，不少企业通过并购活动取得了超速发展和骄人业绩，如德国戴姆勒——奔驰公司与美国克莱斯勒公司的合并、美国沃尔玛公司收购英国的ADSA 公司、埃克森石油公司与美孚石油公司的合并等。
关键词：企业并购; 风险识别; 风险控制
1企业并购中的风险
在并购过程中可能遇到的风险有:财务风险、资产风险 、劳动力风险、市场风险、文化风险 、宏观政策风险和法律法规风险等。
1 .1 财务风险
指由被并购企业财务报表的真实性以及并购后企业在资金融通 、经营状况等方面可能产生的风险 。财务报表是并购中进行评估和确定交易价格的重要依据, 其真实性对整个并购交易至关重要。虚假的报表美化目标企业的财务、经营状况,甚至把濒临倒闭的企业包装得完美无缺 。无论是上市公司还是非上市公司的财务报表普遍存在一定程度的水分 ,财务报表风险现实存在 。此外,企业由于并购可能面临资金短缺、利润率下降等风险,对企业的发展造成不利影响。 1 .2 资产风险
指被并购企业的资产低于其实际价值或并购后这些资产未能发挥原定作用而形成的风险 。企业并购存在多种多样的战略, 其中一些企业是为了获得资源。实际上 , 企业资产账目与实际情况是否相符 、存货可变现程度有多大 ,资产评
估是否准确可靠 ,无形资产的权属是否存在争议,交割前的资产处置等都会使买方得到的资产大大少于合同约定的价值 。同时由于并购资产质量的不确定性,也可能会影响其在购入企业的作用 。
1 .3 劳动力风险
指被并购企业的人力资源状况对购入企业的影响。目标企业的富余职工负担是否过重 ,在岗职工的技术熟练程度 , 接受新技术的能力以及并购后关键岗位的职工是否会离开等, 都是影响预期生产成本的重要因素。
1 .4 市场风险
指企业并购完成后, 市场的变化给企业造成的风险。并购的目的之一可能是为了利用目标企业的原有供销渠道节省新建企业开发市场的投资。市场经济条件下 , 企业对市场的依赖越来越大,目标企业原供销渠道的范围及其继续保留的可能性,会影响到目标企业的预期盈利 。从另一角度讲,缺乏融洽的客户关系 ,至少会在一定程度上加大目标企业并购后的启动资金 。
1 .5 文化风险
指两个企业文化是否融合给企业并购带来的风险 , 两个企业间广泛而深入的资源、结构整合,必然触动企业文化理念的碰撞 ,由于信息不完备或者地域的不同 , 而可能无法对目标企业的组织文化形成正确的共识。如果两个企业间的文化不能相融 ,则会使企业成员丧失文化的确定感,继而产生行为的模糊性和降低对企业的依赖 ,最终影响并购企业预期价值增值的实现。
2 企业并购财务风险
然而，在这些激动人心的成功并购案背后，是数量更加庞大的并购失败案例。一项调查显示，1200 家被列入标准普尔指数的企业近些年都在进行频繁的收购，但执行之后 70%都以失败告终。
导致企业并购失败的原因是多种多样的，战略、文化、财务等原因不一而足，而其中一个非常关键的因素就是财务因素。并购过程中的财务风险控制是否有效，很大程度上决定了并购活动的成败。而在目前关于企业并购的论著中，研究成功经验的多，研究失败教训的少；研究并购活动财务评价方法的多，研究财务风险控制的少。（声明：本译文归百度文库所有，完整译文请到百度文库。）
因此本文的创新性在于：不是泛谈财务风险及其控制问题，而是将财务风险
文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.
（声明：本译文归百度文库所有，完整译文请到百度文库。）
原文
Financial risk control of Mergers and Acquisitions
Comell
Abstract
M&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.
Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control
1 Risk in enterprise mergers and acquisitions
May encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.
1. 1 Financial risk
Refers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the
development of enterprises.
1. 2 Asset risk
Refers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.
1. 3 Labor risk
Refers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.
1. 4 Market risk
Refers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.
1. 5 Culture risk
Refers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises,
inevitably touches the concept of corporate culture collision, due to incomplete information or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.
2 Financial risk of M&A
However, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.
There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.
The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as
one company (firm). The aim of M&A transaction is to control the property and business of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.
In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.
According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.
Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and
payment risks mainly reflect in: liquidity risk, credit risk caused by deteriorated capital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.
Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.
As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.
In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.
3 Conclusions
At the end of the thesis, the author points out that many aspects still worth
further investigation. For instance, this thesis mainly concentrates on qualitative analysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.
译文
企业并购中的财务风险控制
作者：康奈尔
摘要
企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。在世界范围内，不少企业通过并购活动取得了超速发展和骄人业绩，如德国戴姆勒——奔驰公司与美国克莱斯勒公司的合并、美国沃尔玛公司收购英国的ADSA 公司、埃克森石油公司与美孚石油公司的合并等。
关键词：企业并购; 风险识别; 风险控制
1企业并购中的风险
在并购过程中可能遇到的风险有:财务风险、资产风险 、劳动力风险、市场风险、文化风险 、宏观政策风险和法律法规风险等。
1 .1 财务风险
指由被并购企业财务报表的真实性以及并购后企业在资金融通 、经营状况等方面可能产生的风险 。财务报表是并购中进行评估和确定交易价格的重要依据, 其真实性对整个并购交易至关重要。虚假的报表美化目标企业的财务、经营状况,甚至把濒临倒闭的企业包装得完美无缺 。无论是上市公司还是非上市公司的财务报表普遍存在一定程度的水分 ,财务报表风险现实存在 。此外,企业由于并购可能面临资金短缺、利润率下降等风险,对企业的发展造成不利影响。 1 .2 资产风险
指被并购企业的资产低于其实际价值或并购后这些资产未能发挥原定作用而形成的风险 。企业并购存在多种多样的战略, 其中一些企业是为了获得资源。实际上 , 企业资产账目与实际情况是否相符 、存货可变现程度有多大 ,资产评
估是否准确可靠 ,无形资产的权属是否存在争议,交割前的资产处置等都会使买方得到的资产大大少于合同约定的价值 。同时由于并购资产质量的不确定性,也可能会影响其在购入企业的作用 。
1 .3 劳动力风险
指被并购企业的人力资源状况对购入企业的影响。目标企业的富余职工负担是否过重 ,在岗职工的技术熟练程度 , 接受新技术的能力以及并购后关键岗位的职工是否会离开等, 都是影响预期生产成本的重要因素。
1 .4 市场风险
指企业并购完成后, 市场的变化给企业造成的风险。并购的目的之一可能是为了利用目标企业的原有供销渠道节省新建企业开发市场的投资。市场经济条件下 , 企业对市场的依赖越来越大,目标企业原供销渠道的范围及其继续保留的可能性,会影响到目标企业的预期盈利 。从另一角度讲,缺乏融洽的客户关系 ,至少会在一定程度上加大目标企业并购后的启动资金 。
1 .5 文化风险
指两个企业文化是否融合给企业并购带来的风险 , 两个企业间广泛而深入的资源、结构整合,必然触动企业文化理念的碰撞 ,由于信息不完备或者地域的不同 , 而可能无法对目标企业的组织文化形成正确的共识。如果两个企业间的文化不能相融 ,则会使企业成员丧失文化的确定感,继而产生行为的模糊性和降低对企业的依赖 ,最终影响并购企业预期价值增值的实现。
2 企业并购财务风险
然而，在这些激动人心的成功并购案背后，是数量更加庞大的并购失败案例。一项调查显示，1200 家被列入标准普尔指数的企业近些年都在进行频繁的收购，但执行之后 70%都以失败告终。
导致企业并购失败的原因是多种多样的，战略、文化、财务等原因不一而足，而其中一个非常关键的因素就是财务因素。并购过程中的财务风险控制是否有效，很大程度上决定了并购活动的成败。而在目前关于企业并购的论著中，研究成功经验的多，研究失败教训的少；研究并购活动财务评价方法的多，研究财务风险控制的少。（声明：本译文归百度文库所有，完整译文请到百度文库。）
因此本文的创新性在于：不是泛谈财务风险及其控制问题，而是将财务风险