企业并购外文翻译--并购基础知识：一切你需要知道的(节选).docx

1、3200 单词，1.7 万英文字符，5300 汉字出 处 ：Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10外文文献Mergers and Acquisitions Basics :All You Need To KnowDonald DePamphilisIntroduction to Mergers and AcquisitionsThe first decade of the new millennium hera

2、lded an era of global mega-mergers. Like the mergers and acquisitions (M&As) frenzy of the 1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets,technologicalchange,globalcompetition,andindustry consolidati

3、on. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks, c

4、oncerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the

5、global nature of the credit markets. As credit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent most of the worlds economies into recession, reducing global M&A activity

6、 by more than one-third from its previous high.Thisglobalrecessiondeepenedduringthefirsthalfof 2009despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policiesextending the slump in M&A activity.Inrecentyears,governmentsworldwidehaveintervenedaggressively in global cr

7、edit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offset deflationary pressures. What impact have such actions had on mergers and acquisitions? It is too early to tell, but the

8、implications may be significant.M&As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on th

9、e notion that some firms are simply too big to fail because of their potential impact on the economy consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of markets, which rewards good decisions and penalizes poor ones. Allowing a b

10、usiness to believe that it can achieve a size too big t o fail may create perverse incentives. Plus, there is very little historical evidence that governments are better than markets at deciding who should fail and who should survive.In this chapter, you will gain an understanding of the underlying

11、dynamics of M&As in the context of an increasingly interconnected world. The chapter begins with a discussion of M&As as change agents in the context of corporate restructuring. The focus is on M&As and why they happen, with brief consideration given to alternative ways of increasing shareholder val

12、ue. You will also be introduced to a variety of legalstructuresandstrategiesthatareemployedtorestructure corporations.Throughout this book, a firm that attempts to acquire or merge with another company is called an acquiring company, acquirer, or bidder. The target company or target is the firm bein

13、g solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you to understand fully;they are all included in a glossary at the end of the book. Mergers and Acqui

14、sitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustrated by the ever-changing composition of the so-called Fortune 500the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on todays list, and some 2,000 firms have appeared

15、on the list at one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends t

16、o use the term corporate restructuring to describe actions taken to expand or contract a firms basic operations or fundamentally change its asset or financial structure.SynergySynergy is the rather simplistic notion that two (ormore) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combin