企业并购财务风险控制外文文献翻译译文3100字

1、企业并购财务风险控制外文文献翻译译文3100字文献出处：Cornell B., Financial risk control of Mergers and Acquisitions J. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsCornellAbstractM&A plays a significant part in capital operation activities. M&

2、;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. compan

3、y Chrysler, Wal-Mart's acquisition for British company ADS A. Exxon's mergei- with Mobil and so on.Keywords： Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financi

4、al risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1.1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Fina

5、ncial 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. Whethe

6、r 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

7、 on the development of enterprises.1. 2 Asset riskRefers 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 r

8、esources. 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

9、 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.2. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditi

10、ons 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

11、 cost of production.3. 4 Market riskRefers 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 enter

12、prise 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

13、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.4. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and

14、 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 betw

15、een 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.5. Financial risk of M&AHowever, there are even more

16、 unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standaid & 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&am

17、p;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

18、 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 sp

19、ecify 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 an

20、d 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

21、 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) merg

22、e 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 aie merger, acq

23、uisition, consolidation and takeoverIn 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 t

24、his 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 mea

25、ns 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

26、 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

27、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 mainl

28、y 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 b

29、y acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquiieis expectation deviation for the fiitiire value and time of target's tevenue, pitfalls of financial statements, distortion of target stock price, the deviation of evaluation methods, as wel

30、l 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, cap

31、ital 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. Theref

32、ore, 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

33、 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

34、 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 f

35、or 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 int

36、egration 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 acquker conducts stringent pr

37、operty control over target's operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.6. ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on quali

38、tative 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

39、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。11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

40、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。12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

41、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。15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

42、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

43、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 按照企业并购进程划分，归纳总结出并购活动每一阶段可能出现的特定财务风 险；结合并购失败的案例及国内外并购经验，深入分析导致并购失败的财务风险 因素，进而提出切实可行的财务风险控制措施。本文刚开始时阐释了并购及相关概念，并对世界范围内的五次并购浪潮进行 简要回顾；接着着重分析企业并购过程中的财务风险类型及其成因；最后提出并 购过程中财务风险防范与控制的具体措施。本文在开篇对企业并购进行了如下界定：一种高级形态的产权交易形式，是 指一个公司（或企业，下同）吞并一个或多个公司，或者两个或多个公司合并成 为一个公司的行为。其主要