This article LTG
Goldrock introduces the traditional theory and modern theory of mergers and acquisitions ~
Traditional theory
1. The theory of efficiency
The corporate mergers and acquisition theory is as clear as the times as the mergers and acquisitions.The traditional theory of efficiency believes that mergers and acquisitions can improve the overall efficiency of enterprises, that is, the coordinated effect "2+2> 5", including the economic effect and scope economic effect of scale, and can be divided into business collaborative effects, management synergy effects, financial synergy effects, and financial synergy effects and financial synergy effects and financial synergy effects.The diversified synergy effect, such as seizing core resources, exporting its own management capabilities, improving financial reputation, reducing capital costs, reducing tax payment, and diversified development to avoid the risk of single industries.Horizontal, vertical, and mixed purchases can produce synergy.Poward (1982) proposes the theory of competitive markets and precipitation costs to further support the theory of efficiency.In 1984, the "Medical Guidelines" of the United States Department of Justice revised the traditional view of the "Clayton Law", and the banner clearly supported the theory of efficiency.
Trading cost theory
Cos (1937) proposes that the reasons for the existence of an enterprise are to replace the market to save trading costs. When the optimal scale of the enterprise exists in the internal marginal organization cost as the external marginal transaction cost of the enterprise.External transactions between enterprises are transformed into an internal behavior of the enterprise and thereby saving transaction costs.The theory of transaction costs can well explain the cause of vertical mergers and acquisitions, which can be essentially attributed to the theory of efficiency.
Market forces theory
By reducing competitors by mergers and acquisitions, increasing market share, and obtaining more monopoly profits; and the acquisition of monopoly profits to enhance the strength of the enterprise, laying the foundation for the new round of mergers and acquisitions.Market forces generally use industrial concentration to judge. For example, the sum of the market share of the top 4 or the top 8 companies in the industry (CR4 or CR8) exceeds 30%of the high concentration, 15-30%is moderate, lower than 15%Is low -degree.The United States adopts the Herfenidal coefficient (the square of the market share) to represent industrial concentration.The theory has become the basis for the government to regulate mergers and acquisitions, oppose monopolies, and promote competition.
4. The theory of value underestimation
The occurrence of mergers and acquisitions is mainly to underestimate the value of the target enterprise.James Tobin reflects the possibility of corporate mergers and acquisitions with Q value, and the market value of Q = company shares/reset costs of corporate assets.
Modern theory
1. Acting cost theory
There is a commission -agency relationship between the owners and operators of modern enterprises, and companies will no longer pursue their maximum profits alone.The cost of agency was proposed by Jensen and Macing (1976), and mergers and acquisitions were to reduce the cost of proxy (Fama, Jonson 1983).
The three hypotheses of financial economics explaining the failure of mergers and acquisitions are: over -payment hypothesis, the owner of the main party over pays the merger and acquisition premium, and the acquisition income obtained is far lower than the income of the side;Fang's management often mergers and acquisitions due to its arrogance. Any merger and acquisition price is higher than the market price.However, moderate claims can reduce the cost of proxy and increase the value of the company.
2. Strategic development and adjustment theory
Compared with internal expansion, external acquisitions can make enterprises more adaptable to environmental changes (called "spend money to buy time"), effectively reduce barriers to new industries and new markets, and the risks are relatively small.In particular, the strategic reorganization based on changes in the life cycle of the industry or product, such as the Felip Morris company that produces the "Marlboro Road" cigarettes to the food industry.
Enterprises are in different stages of life cycle of the industry, and their mergers and acquisitions strategies are different: emerging small and medium -sized enterprises that are in the introduction period and growth period, if they have investment opportunities but lack funds and management capabilities, they may sell to mature cash flow mature mature maturityLarge enterprises in the industry; companies in the mature period will try to expand scale, reduce costs, and use price wars to expand market share through horizontal mergers and acquisitions.Use your own funds, technology and management advantages to expand to emerging industries and seek new profit growth points.
3. The theory of mergers and acquisitions of other companies
The theory of corporate mergers and acquisitions is: profit motivation theory, speculative motivation theory, competitive pressure theory, prevention and security motivation theory, etc.The fundamental motivation of mergers and acquisitions is actually the nature of the company's profit and the motivation for competitive pressure.
The above 10 M & A motivation theories can be summarized into 5 mergers and acquisitions: survival motivation (tendencies horizontal mergers and acquisitions), preventive motivation (mostly vertical mergers and acquisitions), diversified motivation (tendency mixed acquisition), expansion motivation (tendency horizontal mergers and acquisitions)And non -profit motivation (no fixed model).
