2) Capital market: refers to the market for raising medium and long-term funds, which is the sum of medium and long-term capital demand and supply transactions. It includes not only the securities market, but also the medium and long-term credit market and the non-securitized property rights trading market.
3) Convertible bonds: the issuer issues bonds according to legal procedures and enjoys the privilege of conversion within a certain period of time. Before the conversion, it was in the form of corporate bonds, and after the conversion, it was equivalent to issuing additional shares. It has the dual nature of bonds and stocks.
4) Warrant: It is a primary stock derivative product popular in the international securities market in recent years. It is an option certificate issued by another issuer, which can buy a certain number of common shares of the company at a specific price within a specific time. In essence, it is similar to the call option of common stock.
5) Put Warrant: Securities issued by the issuer of the index or a third party other than it, which stipulates that the holder has the right to sell the underlying securities to the issuer at the agreed price within a specific period or a specific maturity date, or collect the settlement price difference by cash settlement. This is a "put option".
6) Separable bonds: refers to corporate bonds with warrants issued by listed companies, which have the characteristics that bonds and warrants can be traded separately. The funds raised by issuing corporate bonds with warrants will reach the issuer in two stages. The first stage is bond financing at the time of issuance, and the second stage is equity financing caused by exercising the warrants when they expire.
7) Venture capital: refers to a kind of equity investment made by professionals in emerging, fast-developing small and medium-sized enterprises with strong competitive potential. It carefully cultivates and counsels the invested enterprises through capital operation services, and withdraws from investment after the enterprises are relatively mature to realize capital appreciation.
8) Venture capital: refers to the capital of equity financing or similar equity financing for small and medium-sized high-tech enterprises or innovative enterprises in the start-up and growth period, which is characterized by pursuing high returns at the expense of taking high risks.
9) BOT financing: namely, construction-operation-handover. BOT refers to a type of infrastructure construction, sometimes called "public works concession". The common operation mode is that the infrastructure projects set up by the government invite tenders from private companies (mostly foreign companies), and the winning company invests in the construction, operates for a certain period (generally more than 20 years) as agreed, and returns them to the government after the expiration.
10) TOT financing: it is an investment method applied to public infrastructure construction projects. The government will hand over the infrastructure projects that have been completed and put into operation to investors for operation. In the next few years, the proceeds from the infrastructure projects handed over by the government will be one-time financing for investors, and then the funds will be used for new infrastructure projects; After the operation expires, investors will hand over the project to the government.
1 1) agreed acquisition: refers to the acquisition company directly contacting the target company without going through the stock exchange and reaching an agreement through negotiation, thereby transferring the equity of the target company.
12) tender offer: refers to the announcement made by the purchaser to all shareholders of the target company through securities trading, indicating that all or a certain proportion of the shares of the target company will be acquired at a certain price within a certain period of validity.
13) leveraged buyout: refers to a kind of capital operation activity in which a company uses financial leverage to raise funds mainly through borrowing when it carries out structural adjustment and asset reorganization. The liabilities in non-leveraged buyouts are mainly paid by the acquirer's funds or other assets, while the liabilities in leveraged buyouts mainly depend on the future internal operating benefits of the acquired enterprise and the selective sale of some original assets, and the investors' funds only account for a small part of them.
14) bona fide acquisition: refers to the M&A behavior that the target company agrees to and acquires the M&A conditions proposed by the company and promises to provide assistance.
15) hostile takeover: refers to the behavior of M&A enterprises to forcibly acquire the target company when the management of the target company is not aware of its M&A intentions or is opposed.
16) Strategic M&A: It is an M&A aimed at optimizing the allocation structure of business resources and pursuing synergy, competitive advantage, economies of scale and scope, and career development.
17) Financial M&A: It is an M&A that aims at capturing investment opportunities, takes valuation as the core content, and pursues value for money, value for money and price expectation.
18) golden parachute: refers to the clause in the employment contract that compensates the managers who have lost their jobs according to the change of control rights. This clause usually requires paying a large sum of money or paying all or part of the money at a certain compensation rate within a certain period of time.
19) parkman's defense: When a company is attacked by takeover, it is not passive defense, but offensive defense and retreat. Either carry out anti-takeover on the acquirer and acquire the company of the acquirer, or instigate AIA, which is closely related to the company, to acquire the shares of the acquirer on the condition of surrendering part of the company's interests, including part of the equity, so as to achieve the effect of besieging Wei and saving Zhao.
20) Management buy-out: the manager or manager of the target company uses the borrowed funds to buy shares of the company, thus changing the ownership structure, control structure and asset structure of the company, thus achieving the purpose of reorganizing the company and obtaining the expected income.
2 1) strategic alliance: refers to a cooperation mode in which two or more enterprises, in order to achieve specific strategic goals such as resource sharing, risk or cost sharing and complementary advantages, establish relatively stable cooperative partnership through equity participation or contractual contact while maintaining their own independence, and take cooperative actions in some fields, so as to achieve a "win-win" effect.
22) Employee stock ownership plan: employees in the enterprise invest to acquire part of the equity of the enterprise, and entrusting employees to hold shares will manage the operation. Employee stock ownership will enter the board of directors of the enterprise as an enterprise legal person (or enterprise legal person) to participate in decision-making, and share dividends and equity forms according to shares.
23) Enterprise contraction: refers to various capital operation modes of reorganizing the company's equity and capital, thereby narrowing the main business scope or reducing the company's scale. It includes divesting funds, separating companies, selling shares and liquidating resources.
24) Asset divestiture: refers to the economic behavior that an enterprise sells some existing subsidiaries, parts, product lines and fixed assets to other enterprises and obtains cash or securities.
25) Enterprise separation: the shares owned by the parent company in the subsidiaries are distributed to the shareholders of the parent company in proportion to form a new company that is the same as the shareholders of the parent company, thus legally and organizationally separating the subsidiaries from the parent company.
The motive of anti-M&A is to strive for the control right of the enterprise, let shareholders get the highest acquisition premium, underestimate the value of the target company, protect their own interests, avoid short-term behavior, maintain the independence of the company, maintain the stability of the company's strategy, and safeguard the rights and interests of relevant stakeholders of the company.
MBO 1 Managers' motivation to seek status change and strive for benefits; 2. The motivation of the company to get rid of the institutional constraints of listed companies and save listing expenses; 3. Defend against hostile takeover by competitors; 4. The transfer of large shares by major shareholders; 5. Diversified group shrinks its business and sells its subordinate enterprises; 6. Motivation for privatization of the supply sector.
The motivation of asset divestiture 1 meets the needs of changes in the company's operating environment and strategic objectives 2. Change the company's market image and improve the market value of the company's shares. Meet the company's cash needs. Get rid of the burden of operating a loss-making business.
5 under government pressure
Motivation of enterprise separation 1 Improving enterprise value by eliminating "negative cooperativity effect" 2. Enterprise separation can meet the needs of enterprises to adapt to changes in business environment. Help enterprises to correct a wrong merger. Anti-merger strategy 6. Significantly reduce the company's commitment to creditors 7. So that enterprises can avoid anti-monopoly litigation.
The relationship between capital management and commodity management is 1, with the same purpose, and the business activities aimed at capital appreciation are interdependent and inseparable. Commodity management is the foundation of capital management, and the successful operation of capital management will strongly promote the development of commodity management. 3 mutual penetration, the process of enterprise managing goods is the process of capital circulation. Enterprises revitalize existing assets through direct capital operation, and enterprises revitalize existing assets through direct capital operation to improve the efficiency of resource utilization, so that capital management and commodity management can be connected at a higher level. The difference is: 1 The business object is different, and the object of commodity business is the product and the production and sales process. Emphasis is placed on the use price of enterprise business processes, while the object of capital management is the capital of enterprises, and the movement focuses on the value of enterprise business processes. The way and purpose of commodity management is to maximize profits by selling commodities or providing services. The way and purpose of capital operation is to improve the efficiency and benefit of capital operation through the flow and reorganization of property rights. It is difficult to figure out how to operate. Commodity operation is mostly controlled by price signals, and capital operation is mainly restricted by capital market. 5 business risks The risks of different commodity operations are relatively large. If the market demand changes, it will directly affect the survival and development of enterprises, and capital management can launch risk industries in time to avoid risks. 6 Enterprises develop in different ways. Enterprises engaged in commodity management mainly rely on their own accumulation to develop by creating more profits and converting them into capital and increasing production capacity. Capital management not only pays attention to the internal accumulation of the enterprise itself, but more importantly, makes the enterprise develop and grow through the external expansion of capital. Summary: 1 Capital management and commodity management are two complementary aspects in enterprise management. It should be organically combined. Commodity management is always the basic form of enterprise management and the basis of capital management. 3 Capital management cannot replace commodity management. Through the effective allocation of production factors, we can expand the market share of enterprises, improve efficiency, broaden business areas and reduce business risks.
The difference between venture capital market and general capital market 1 Investors are different: investors in general capital market are society, the public and various investment institutions, while investors in venture capital market are individuals and investment institutions with considerable financial strength. 2 Different market participants: the main body of the general capital market is mature large companies, while the main body of the venture capital market is small and medium-sized high-tech enterprises in the growth stage. 3 Different investment targets: the general capital market invests in traditional industries with good operational stability and profitability and relatively small risks, while the venture capital market invests in emerging high-tech industries with high risks. 4 Different investment methods: the investment in a capital market is mainly one-off, with short investment cycle and strong liquidity of shares, while the venture capital market invests in stages according to the needs of enterprises, with poor liquidity of shares. 5 Different ways of investment harvest, investors in the general capital market mainly realize the harvest through dividends, and the venture capital market takes the share appreciation when venture capital exits as the investment return. 6 Different investment periods: The duration of venture capital is generally longer, and the degree of risk is different: the venture capital market faces greater risks.
M&A 1 effect analysis. Business synergy: refers to the role of M&A in improving the efficiency of business activities, which comes from the scale effect of operation, complementary advantages, saving transaction costs and reducing uncertainty, and financial synergy: M&A brings financial benefits to enterprises, such as reasonable tax avoidance. Expected stimulus M&A effect, market profit rate effect, etc. 3. Enterprise development effect: effectively reduce the entry threshold of new industries, reduce the risk and cost of enterprise development, and make full use of the experience-cost curve effect. 4. Market share effect: horizontal mergers and acquisitions reduce competitors, improve the industry's living environment, and reduce barriers to industry exit. Solve the contradiction between the overall capacity expansion speed of the industry and the market expansion speed. Vertical mergers and acquisitions effectively control upstream and downstream enterprises, save transaction costs and reduce industrial process risks. Looking for the so-called "white knight" is to actively look for friendly people or companies of the target company as a third party to compete with the attackers when the target company is attacked by hostile takeover. It leads to the situation that the third party bids with the attacker to buy the shares of the target company, and finally achieves the goal of saving the target company and expelling the hostile acquirer. The White Knights's bid should be the original bid of the attackers in Gao Qian. In this case, the attacker either increases the purchase price or gives up the purchase. In the future, The White Knights and the attacker will take turns to bid, which will lead to an increase in the purchase price until the attacker is forced to give up the purchase. In order to attract the "white knight", the target company often gives some preferential conditions in the form of "lock option" or "asset lock", so that the company acting as the white knight can buy the assets or shares of the target company. The application of this strategy needs to consider some factors: 1, the attacker's initial bid and the strength of "The White Knights". In the final analysis, bidding is a contest of strength, so the company that acts as a white knight must have considerable strength to act as a white knight.
The difference between MBO and general enterprises M&A 1 The difference of acquisition subjects: When general enterprises M&A, for buyers or sellers, its goal is external enterprises, while MBO is a commercial transaction among themselves. It is conceivable that through several transaction processes, it will be completely different from enterprise merger and acquisition. 2. The difference of acquisition motivation: the motivation of general enterprise M&A lies in the pursuit of scale effect, diversification effect and tax avoidance effect. The motivation of MBO is to discover the potential of management efficiency. 3 the difference in financing: MBO hardly needs new capital in M&A, while M&A in general needs new capital injection. 4 Differences in corporate culture integration: M&A in general enterprises is controlled by the buyer's management team. Due to the replacement of management team, it is difficult to integrate corporate culture. In the case of MBO, the operator grows up in the culture of the acquired enterprise, and there will be no friction of corporate culture. 5. There are different risks.
Analysis of the effect of Mbo After the completion of MBO, it has three beneficial effects on the corporate governance structure. 1 the concentration of shares has improved the supervision effect. The company's equity structure formed by MBO is relatively concentrated and stable, especially with the participation of shareholders of financial institutions. Financial institutions exercise their supervisory functions more actively and effectively than external dispersed shareholders, making corporate supervision more effective. 2. Incentive effect of management. The management owns the equity of the enterprise, and the performance of the enterprise is directly linked to the salary of the manager, which effectively reduces the agency cost of the enterprise and stimulates the enthusiasm and potential of the manager. More crucial is the third effect, the debt constraint effect. Mbo is often accompanied by the operation of high debt leverage, which restricts the management's business behavior. After the acquisition is completed, the management often devotes itself to the internal reform and factor reorganization activities of the enterprise, actively carries out high value-added business, makes the normal cash flow meet the debt repayment demand, and sometimes sells some assets to repay the debt.
The difference between knowledge alliance and product alliance 1 Different goals. Only the central goal of the alliance is to learn and create knowledge to improve the core competitiveness, while the product alliance is centered on product production. The purpose of cooperation is to fill the product gap, reduce the risk of capital investment and project development, and realize the technical and economic requirements of product production. Knowledge alliance is closer than product alliance. Three different allies. Knowledge alliance has more participants and can be formed between any organization, while product alliance is usually formed between competitors or potential competitors. 4 different alliance strategies. Knowledge alliance has greater strategic potential than industrial alliance, which can help members expand and improve their basic capabilities and help improve or update the core capabilities of enterprises; Product alliance can help multinational companies seize business opportunities and preserve their strength.
The main difference between company separation and spin-off: 1 In company separation, the shares of subsidiaries are distributed to the shareholders of the parent company in proportion as a kind of stock income, while the shares issued by subsidiaries in the secondary market in spin-off belong to the parent company. In the spin-off listing, because the parent company took out a small part of the shares of its subsidiaries for listing, it still has the control and management rights of its subsidiaries. The division of the company did not make the subsidiary obtain new funds, but the split listing made the company obtain new capital inflows.
1 capital management: refers to the business activities that can exist independently of commodity management. Based on the capital that is valued and securitized or the materialized capital that can be operated according to value and securitization, the efficiency and benefit of capital management can be improved through various capital operation modes.
The relationship between capital management and commodity management is 1, with the same purpose, and the business activities aimed at capital appreciation are interdependent and inseparable. Commodity management is the foundation of capital management, and the successful operation of capital management will strongly promote the development of commodity management. 3 mutual penetration, the process of enterprise managing goods is the process of capital circulation. Enterprises revitalize existing assets through direct capital operation, and enterprises revitalize existing assets through direct capital operation to improve the efficiency of resource utilization, so that capital management and commodity management can be connected at a higher level. The difference is: 1 The business object is different, and the object of commodity business is the product and the production and sales process. Emphasis is placed on the use price of enterprise business processes, while the object of capital management is the capital of enterprises, and the movement focuses on the value of enterprise business processes. The way and purpose of commodity management is to maximize profits by selling commodities or providing services. The way and purpose of capital operation is to improve the efficiency and benefit of capital operation through the flow and reorganization of property rights. It is difficult to figure out how to operate. Commodity operation is mostly controlled by price signals, and capital operation is mainly restricted by capital market. 5 business risks The risks of different commodity operations are relatively large. If the market demand changes, it will directly affect the survival and development of enterprises, and capital management can launch risk industries in time to avoid risks. 6 Enterprises develop in different ways. Enterprises engaged in commodity management mainly rely on their own accumulation to develop by creating more profits and converting them into capital and increasing production capacity. Capital management not only pays attention to the internal accumulation of the enterprise itself, but more importantly, makes the enterprise develop and grow through the external expansion of capital. Summary: 1 Capital management and commodity management are two complementary aspects in enterprise management. It should be organically combined. Commodity management is always the basic form of enterprise management and the basis of capital management. 3 Capital management cannot replace commodity management. Through the effective allocation of production factors, we can expand the market share of enterprises, improve efficiency, broaden business areas and reduce business risks.
2 Capital expansion and capital contraction
Capital expansion: it is the need of capital's own survival and development, and it is also the essential attribute of capital. There are many ways for enterprises to expand their capital. At present, the basic ways of enterprise capital expansion in China are merger and strategic alliance.
Capital contraction mode: with the change of business strategy and conditions, there will be some subsidiaries, departments or product lines that are not suitable for the long-term strategy of the enterprise, have no growth potential or affect the overall business development of the enterprise. In order to make resource allocation more reasonable, avoid risks better and make enterprises more competitive, enterprises can adopt capital contraction management mode. The main ways of capital contraction are share repurchase, asset divestiture, enterprise separation, equity sale and enterprise liquidation.
3 capital market financing methods
(1) M&A financing: Through M&A, enterprises can obtain cash by selling equity or assets, or by reselling equity and assets acquired through mergers and acquisitions.
(2) Leveraged buyout financing: Enterprises apply for loans from banks with the assets to be acquired as collateral, and then use the obtained loans as the funds for acquiring enterprises.
③ Intellectual property guarantee financing
④BOT financing: namely, construction-operation-handover. BOT refers to a kind of infrastructure construction, sometimes called "public works concession". The common mode of operation is that the infrastructure projects set up by the government invite tenders from private companies (mostly foreign companies), and the winning company invests in the construction, operates for a period of time (generally more than 20 years) as agreed, and returns them to the government after the expiration.
⑤TOT financing: it is an investment method applied to public infrastructure construction projects. The government will hand over the infrastructure projects that have been completed and put into operation to investors for operation. In the next few years, the proceeds from the infrastructure projects handed over by the government will be one-time financing for investors, and then the funds will be used for new infrastructure projects; After the operation expires, investors will hand over the project to the government.
Venture capital: refers to a kind of equity investment in which professionals invest their capital in emerging, rapidly developing small and medium-sized enterprises with great competitive potential. It carefully cultivates and counsels investment enterprises through capital operation services, withdraws investment when the enterprises are relatively mature, and realizes capital appreciation.
Six elements of venture capital: ① venture capital ② venture capitalist ③ investment purpose ④ investment period ⑤ investment object ⑤ investment mode.
Several important factors that venture capitalists pay attention to: the quality of entrepreneurs themselves; Good management team; Products or services that can bring high returns; Good exit channel
The unique functions of venture capital: ① venture capital can provide long-term capital that enterprises urgently need and are difficult to obtain from other financing channels; You can also get intellectual support from venture capital experts. (2) The venture capital system provides a socialized risk-taking mechanism in the process of transforming high-tech achievements. To some extent, venture capital is the product of the integration of government and private capital. Zhen Fu intervened through subsidies and tax incentives, which reflected the government's intention to formulate high-paying technology industry policies.
The development of venture capital in China: ① Limited sources of funds and single capital structure. ② The operating mechanism of venture capital needs to be improved. ③ Lack of policy support for venture capital. ④ Lack of corresponding incentive and restraint mechanism. ⑤ There are differences in investment ideas between the investee and the investor, and the investment efficiency is low. ⑥ There are legal obstacles to the withdrawal of venture capital. ⑦ Lack of qualified venture capital talents who are familiar with venture capital operation. (8) Intellectual property rights and intangible assets have not been fully valued and protected.