企业并购中英文对照外文翻译文献
中英文对照外文翻译文献
(文档含英文原文和中文翻译)
原文：
The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.
In making an M&A currency decision, a bidder is faced with a choice between using cash a
nd stock as deal consideration. Given that most bidders have limited cash
and liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to accept stock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.
Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.
英文翻译中文翻译In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.
Bidder and target considerations:
* Corporate Control
Bidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable, the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.
A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareh
older. In our robustness analysis, we also estimate a spline function for this variable.
Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, the product between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.

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