Worldwide: 合并与收购管理:克服整合的挑战

Last Updated: 7 February 2019
Article by Thomas Erichsen

Most Popular Article in Netherlands, February 2019

要全面兑现一个并购交易中的所有价值,取决于新合并的公司能否得到妥善的管理和处置。

随着企业、私募股权公司和其他人利用股价波动、消费者信心提升和借贷成本相对低的优势,全球并购活动加速增长。收购者的动机主要是想要进军新业务、扩大客户群、获取新技术和扩张业务地理范围。这些都是扩充业务增长的跳板。

通过并购实现增长是个高风险的做法,因为资金和事业随时岌岌可危。客户、供应商、银行家和利股东都在密切关注事态发展;而媒体也最喜欢合并告吹的故事。您可以问问看戴姆勒-奔驰公司(Daimler-Benz)和克莱斯勒(Chrysler),或美国在线(AOL)和时代华纳(Time Warner)的经历。优秀的交易商知道,成功取决于协商出一个最优惠的价格。知名美国交易商泰德·福斯特曼(Ted Forstmann)曾说过:"即使你用低于应付价格的25%价钱收购了一个错误的业务,那都会延长你踏上破产的道路的时间。"

能否全面兑现一个交易的所有价值,取决于新合并的公司能否得到妥善的管理和处理。众所周知,合并后的整合阶段是个艰难的任务。由于这阶段缺乏清晰度和行动,往往成为导致交易失败的主要原因。

提前规划

在理想的情况下,收购一方在公布交易前就要着手规划整合的程序。展开收购不仅需要仔细评估收购目标,也要评估买方的执行和建立更大规模的业务能力。这评估过程有助确认重要的员工、关键的项目与产品、敏感的程序和事项以及企业文化的差异。并购团队也需要对收购目标展开精密的合规尽职调查。随着时代变迁,如今焦点更多落在透明度和道德规范方面,而涉及洗黑钱、避税、环境和隐私的条例也变得更严谨。收购方并不想惹上"麻烦"。

在整合计划期间,收购方必须"毫不留情"地按轻重缓急来安排工作,最重要是专注找出交易的关键价值推动力。

文化是关键

交易成功的其中一个关键原因是文化融合程度。每一家公司都有自己的文化——公司管理成员的共同价值观、标准、态度和信念。一般而言,收购方通常想要保留自己的文化。有时候,收购方会将最佳实践互相结合。无论是哪一个方法,关键是致力积极地管理的文化。

不要忽视细节

当专注于如文化般的价值的同时,很容易地就忽略了交易结束后的细节。雇员、法律、税务和公司实体等考虑因素,特别是在既定地区以外的多个国家营运,种种因素都可能令人却步。

若交易涉及扩张至新国家,公司必须在多个司法管辖区设立法律实体,并为正在过渡的员工提供支援。在某些司法管辖区成立新公司可能会花上数日或数周。空壳公司不失为一个节省时间的选择。商业实体必须有一个官方地址作为注册办事处。而部分司法管辖区还会规定董事局要有本地董事参与。

一旦法律结构准备完毕、雇员完成过渡,入职培训计划就是关键。并购令人不安,因为人们不确定该交易意味着什么,他们会好奇自己将如何融入新公司。因此,确保更多的人力资源工作得到妥善处理,就是赢取员工芳心的关键。另外,录取通知书、雇员合约、员工政策和守则都必须符合本地劳工法和条例。福利计划必须完整,薪酬与人力资源系统亦必须时常更新。

特别是在整合的初期,优先考虑的是如何创造财务上的协同效应。一般而言,企业行政和后台办公室的功能性部门,如采购、薪酬、金融、人力资源和资讯科技,都有机会可以通过整合降低成本。这些事情若缓慢处理或处理不当,将会危及商业目标。收购方经常低估了合规所需的行政资源。

要确保公司和员工在新区域遵守法律、条例、标准和道德规范是个复杂的任务。有些国家要求负责人亲自呈交法定申报,有些国家的合约则必须以当地语言撰写。

企业在一个多元化的国际市场营运时,必须注意文化的差异。了解财务和公司合规需求可以帮助企业避免罚款、遭到诉讼和声誉受损。

保持专注

虽然交易结束后往往会感到疲惫,但由于法律和条例不断变化,收购方必须在合规方面保持专注。各国对高度监管的行业,如保健和金融服务的产品注册、认证和标签要求都各有不同。而唯一一个可以迅速应对此情况的方法是融入当地。

如果公司内部本身没有具备能力或本地专家,寻求一个拥有所有市场知识的单一伙伴协助至关重要。在整合计划阶段与伙伴合作,企业和私募股权能在风险评估过程中发现问题和潜在负债。并购结束后,合作伙伴也能帮助公司适应不断变化的本地需求,如此一来,新合并的公司就能迅速步上轨道,有效地执行整合计划。

每一个合并都会产生"负面协同效应",包括重要人才离职、销售减少、系统不兼容、生产力下降、权利斗争和文化摩擦。因此,如果在交易结束时,收购方能制定整合计划,就可以控制成本,并为随时出现的未知挑战做好准备。

无论规模大小,管理合并活动跟管理营运中的业务截然不同。作为企业发展的一种方法,收购不是演变过程,而是革新过程。您必须知道,非凡的增长总是需要非凡的解决方案。

11月20日,您可以在伦敦的 2018年国际合并与收购研讨会与我们会面。

您在并购整合上需要协助?欢迎 立即与我们联系

欢迎了解我们的服务如何帮助全球客户提升效率

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Sign Up
Gain free access to lawyers expertise from more than 250 countries.
 
Email Address
Company Name
Password
Confirm Password
Country
Position
Industry
Mondaq Newsalert
Select Topics
Select Regions
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions