现代企业财务管理--兼并与收购(ppt 25页)（英文版）

现代企业财务管理--兼并与收购目录：
1、The Basic Forms of Acquisitions
2、The Tax Forms of Acquisitions
3、Accounting for Acquisitions
4、Determining the Synergy from an Acquisition
5、Source of Synergy from Acquisitions
6、Calculating the Value of the Firm after an Acquisition
7、A Cost to Stockholders from Reduction in Risk
8、Two "Bad" Reasons for Mergers
9、The NPV of a Merger
10、Defensive Tactics
11、Some Evidence on Acquisitions
12、The Japanese Keiretsu
13、Summary and Conclusions

 

现代企业财务管理--兼并与收购内容提要：
The Tax Forms of Acquisitions
If it is a taxable acquisition, selling shareholders need to figure their cost basis and pay taxes on any capital gains.
If it is not a taxable event, shareholders are deemed to have exchanged their old shares for new ones of equivalent value.
Accounting for Acquisitions
The Purchase Method
The source of much “goodwill”
Pooling of Interests
Pooling of interest is generally used when the acquiring firm issues voting stock in exchange for at least 90 percent of the outstanding voting stock of the acquired firm.
Purchase accounting is generally used under other financing arrangements.
Determining the Synergy from an Acquisition
Most acquisitions fail to create value for the acquirer.
The main reason why they do not lies in failures to integrate two companies after a merger.
Intellectual capital often walks out the door when acquisitions aren't handled carefully.
Traditionally, acquisitions deliver value when they allow for scale economies or market power, better products and services in the market, or learning from the new firms.
Source of Synergy from Acquisitions
Revenue Enhancement
Cost Reduction
Including replacing ineffective managers.
Tax Gains
Net Operating Losses
Unused Debt Capacity
The Cost of Capital
Economies of Scale in Underwriting.
Calculating the Value of the Firm after an Acquisition
Avoiding Mistakes
Do not Ignore Market Values
Estimate only Incremental Cash Flows
Use the Correct Discount Rate
Don’t Forget Transactions Costs.

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