1, the legal system of foreign mergers and acquisitions is not perfect.
There is no law specifically applicable to foreign M&A in China, and there are few rules and regulations to regulate foreign M&A activities, such as the Measures for the Administration of the Acquisition of Listed Companies promulgated by the CSRC in June 5438+ 10, 2002 and the Regulations jointly issued by the CSRC, the Ministry of Finance, the State Administration for Industry and Commerce and the State Administration of Foreign Exchange in June 5438+ 10, 2002. In particular, the Interim Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors, promulgated on March 7, 2003 and implemented in April 12, became the first comprehensive administrative regulation on foreign capital merger and acquisition in China. Looking at these laws and regulations, their provisions are too principled and lack operability. In addition, the lack of a series of supporting laws and regulations for foreign M&A, such as anti-monopoly law and social security law, has hindered the development of foreign M&A to some extent.
2. The property rights of enterprises are unclear and the governance structure is not perfect.
In the case of unclear enterprise property rights, the acquisition goal of multinational corporations to domestic enterprises itself contains great risks, and it is difficult for the acquired enterprise organizations to internalize resources through property rights, thus forming the internalization advantage of transnational direct investment. Therefore, the unclear property rights of enterprises seriously restricts the willingness of multinational companies to merge and acquire. Another example is the defect of ownership structure. At present, the average shareholding ratio of major shareholders in China enterprises is mostly above 50%. This special ownership structure makes it necessary for foreign investors to obtain a large proportion of shares if they want to become controlling shareholders, which invisibly increases the cost of mergers and acquisitions. If foreign-funded enterprises can't control the merged enterprises, they can't get the benefits of transferring the advantages of technology and management ability, and can't graft the experience of production and operation, marketing means and after-sales service to domestic enterprises, and the advantages of cross-border mergers and acquisitions can't be fully exerted.
3. unscientific valuation, unfamiliarity with business and processes, and unreasonable risk avoidance.
The value evaluation of the target company is one of the links that determine the success or failure of cross-border mergers and acquisitions. One of the manifestations of China enterprises' lack of cross-border M&A capability is that the M&A premium is too high, especially in the financial industry. Domestic financial institutions are still in a state of little knowledge about many businesses and processes of overseas financial industry. Even if the best overseas financial intermediary companies are hired to help them conduct due diligence, some M&A parties are eager for quick success in the investigation process, which often distorts the information obtained. In addition, in the context of the economic crisis, the market value of the stock market fluctuated greatly, which led to inaccurate valuation and rapid fluctuation of losses after the merger. In addition, the unreasonable risk aversion of China enterprises in the process of cross-border M&A increases the risk of M&A.. For example, due to M&A financing or M&A debt, the financial situation deteriorates, or the exchange rate risk causes huge losses.
4. The intermediary service institutions are not perfect, and the service level does not meet the requirements of providing international M&A services.
At present, although China has formed a pattern of investment banks including trust and investment companies, securities companies and finance companies, both strength and experience are obviously insufficient, trade associations and professional organizations are not perfect, and the service level is far from meeting the requirements of providing international M&A services. Many intermediaries have never even been exposed to cross-border M&A business. This makes it difficult for China enterprises to obtain high-quality services and useful information and help from intermediaries when they conduct cross-border mergers and acquisitions, which leads to problems in mergers and acquisitions.
The above is the relevant information compiled for everyone. To sum up, we can know that cross-border mergers and acquisitions can increase the international competitiveness of enterprises until they gain a monopoly position in the world, thus gaining high monopoly profits. In horizontal cross-border M&A, because both parties have the same industry background and experience, it is easier to realize M&A integration. If you have any other questions, please consult online.