1 thought on “Overview of reorganization of corporate reorganization”
Austin
The reorganization of enterprises, including the reorganization and configuration of the enterprise's ownership, assets, liabilities, personnel, business and other factors. The narrow -minded enterprise reorganization refers to enterprises aiming at capital preservation and appreciation, using asset reorganization, liabilities reorganization and property restructuring methods to optimize corporate asset structures, liabilities and property power structures to make full use of existing resources to achieve resource optimization of resource optimization Configuration. In enterprises are organic combinations of various production factors. The function of an enterprise is to perform the best combination of various production factors to achieve the optimization and utilization of resources. Under the conditions of the market economy, the market demand and production factors of the enterprise are constantly changing, especially when the rapids of science and technology, the increasing economy of the economy, and the intensified market competition, the changes in the internal and external environment of the survival of the enterprise are accelerating. To maintain the competitive advantage in this change of environment, we must continue to combine competitive elements in a timely manner. Enterprise reorganization is a means of re -combination of elements. In market competition, the most significant for the long -term development of enterprises is the long -lasting competitive advantage based on the core competitiveness of the enterprise. The competitive advantage of enterprises is the fundamental guarantee of corporate profitability. Companies without competitiveness are not guaranteed to be guaranteed, let alone development. Therefore, through the re -combination of various production and operation activities and management organizations within the enterprise, and through the various resources and expertise required by the enterprise development from the outside of the enterprise, the core competitiveness of the enterprise is the ultimate goal of the corporate reorganization. 1. Give up funds, seek future development 2. Improve management efficiency, reduce operating costs 3. Acquisition and merger business, determine industry status 4. Expand the marketing network, increase product market share r 5. Spin -off business 6. Make full use of future tax benefits 7. Realize the best resource allocation 8. Give full -time synergy n3. Evaluation business, operation process 4. The resolution passed 5. Plan implementation 6. Evaluate the final benefit enterprise should follow the following four principles to ensure the legality and rationality of the enterprise It is operable and comprehensive, which is conducive to the comprehensive development of the enterprise. 1. Legality principle This involving ownership, use rights, operating rights, mortgage rights, patent and other property rights, patents, trademarks, copyrights, invention rights, discovery, other scientific and technological achievements and other knowledge such as the right to other scientific and technological achievements and other knowledge of scientific and technological achievements Property rights, as well as the establishment, change and termination of various claims such as purchasing and selling, leasing, contracting, loan, transportation, commissioning, employment, technology, insurance, etc., there is no doubt that only legal can be obtained by legal protection, and countless comments can be avoided. Legal risks of state, departments, localities, and others. 2. Reasonable principles The benefits in the process of combining various assets, personnel and other elements are always the first. Followed by reasonable prerequisites-stability. Only on the basis of stable connection can benefit. Once again, the principle of integrity. Only by fulfilling the merger and acquisition agreement in faith can the re -combined shareholders and employees be confident in the new environment. 3. Operating principle All steps and procedures should be operated under existing conditions, or the conditions required for operation can be created within a certain period of time, and there is no insurmountable existence. Law and facts. 4. Comprehensive principles It the nine major relations of Chinese enterprises to effectively handle the relationship between Chinese enterprises-party, political, group, people, wealth, property, production, supply, and sales in order to leave sequelae. endless. Enterprise reorganization generally has models such as business reorganization, asset reorganization, debt restructuring, equity restructuring, personnel reorganization, management system reorganization and other models. (1) Business reorganization: refers to the division of the business of the reorganized enterprise to determine which part of the business The behavior of entering the business of listed companies. It is the basis of corporate reorganization and the premise of its reorganization. During the reorganization, it focuses on dividing business and non -operating business profit business and non -profit business main business and non -main business. Then Incorporate business and profitable business into the business of listed companies, peel off non -operating business and non -profit business. (2) Asset reorganization: refers to analyzing and integrating and optimizing the combination of assets within a certain range of reorganized enterprises Activities. It is the core of corporate reorganization. (3) Debt reorganization: ie liability reorganization, refers to the behavior of corporate liabilities through the debtor's liability transfer and liabilities to equity. 4) Equity reorganization: refers to the adjustment of corporate equity. It is related to other reorganizations and even simultaneously. , Optimizing the labor portfolio and improving the efficiency of labor production. (6) The management system reorganization refers to the amendment of the management system and improve the business management system to meet the requirements of the modern enterprise system. Analyze the internal and external environment of the enterprise The company's industrial reorganization design The company organizational reorganization design of the enterprise reorganization process (BRP) (1) The main reorganization process range Muctors Internal process reorganization: that is, reorganize the process inside the function. Under the old system, various functional departments overlap and there are many intermediate levels. These intermediate management generally only implement some non -value -added statistics, summary, and filter forming. The ERP system can be replaced. BPR is to cancel the intermediate management, so that each function is managed from only one functional agency from beginning to end, so that the institution does not overlap and the business does not repeat. BPR in function rooms: Breaking the boundary of the department within the scope of the enterprise, reorganizing the business process that spans the boundary of multiple functional departments, and implement process team management. The process team combines personnel of various departments to make many tasks parallel processing, which can greatly shorten the working cycle. This organizational structure is flexible and strong. BPR between enterprises: refers to the effective management of the entire supply and marketing chain that occurs between more than two enterprises, shorten the production cycle, order cycle and sales cycle, simplifying the work process, reduced the work flow, reduced Non -proliferation costs. This type of BPR is the highest level of business process reorganization and the ultimate goal of reorganization. (2) Three stages of the corporate reorganization process (1) The initial stage of the project is first. At this time, the connotation and significance of the project should be clarified and the project team should be formed. Create the process that needs to be improved with the business results of the enterprise, such as increasing profit margins and reducing costs, so that the enterprise recognizes the significance of the improvement process. Clarify the starting point and end of the process, and the goal that should be achieved after the transformation, that is, what is the ideal state. At this stage, it should also be composed of project teams composed of management and relevant departments. If necessary, please ask experts to help. (2) The analysis and design phase of the formal entering process. First analyze the existing process, you can use brainstorming method, and there are problems in the process. Such as: input/output errors, extra steps such as errors, extra steps, or structural issues such as the serial process as parallel, and time errors are wrong. Then analyze the cause of the output problem through the problem analysis tools such as fish bones. Secondly, find out the gap between the status quo and the ideal, and set up a bridge in it. Then design the steps of the process and the standards of the process. Finally, the implementation plan of transformation from the status quo to the ideal state. (3) Finally, it is the implementation and improvement stage of the process. The design process is not a good thing, and the implementation stage is the key. At this stage, we must first define the organizational structure, communicate with relevant departments and employees, and provide training. At the same time, we also need to plan, including how to do it, who do it, and when to do, and do a good job of risk analysis, that is, the possibility and countermeasures of failure. Then we must obtain the approval of the leadership of the organization structure, planning, and resource allocation in order to truly begin implementation. The implementation of the enterprise reconstruction plan does not mean the end of enterprise reconstruction. In the era of increasingly accelerated social development, enterprises always face new challenges, which requires continuous improvement of enterprise reconstruction plans to meet the needs of the new situation. There are many ways to reorganize enterprises. At present, there are usually two problems in the reorganization practice of Chinese enterprises: one is to understand the corporate reorganization of corporate reorganization or enterprise expansion, and ignore its capital contraction operation methods such as sales and divestituting. Wait. Analysis of the source of corporate reorganization value, firstly define the connotation of corporate reorganization methods. 1, merger () refers to two or more companies combined, and the original enterprises do not exist in the form of legal entity, but build a new company. If Company A and Company B merge into company C. However, according to the "Company Law of the People's Republic of China", which came into effect on July 1, 1994, the merger of the company can be divided into two forms: absorbing mergers and new mergers. A company absorbs other companies to dissolve by the company that is absorbed and absorbed; two or more companies have merged to set up a new company to set up a new merger to dissolve from all parties. The absorption merger is similar to "Merger", while the new merger is similar to "". Therefore, in a broad sense, mergers include mergers. 2. Merger The components of two or more companies are combined. One of the companies maintain its original name, while other companies no longer exist in the form of legal entities. For example, the Ministry of Finance on August 24, 1996 issued the "Interim Provisions on Enterprise Mergenation Relevant Financial Issues" pointed out that mergers refer to the property rights of other enterprises through paid methods such as purchases, so that they lose their legal person qualifications or retain the legal person's qualifications, Change a behavior of the investment entity. 3, acquisition () refers to a business to purchase all or part of the ownership of another enterprise by purchasing all or parts of the stock (or share acquisition), or purchase all or part of the assets (or or part of the assets (or or See asset acquisitions) to purchase all or part of the ownership of another enterprise. Stock acquisition can be achieved by merging (Merger) or bidding (). The merger is characterized by directly negotiating with the target business manager or purchased by exchange shares; the recognition of the board of directors of the target enterprise usually occurs before the merger bid obtained the recognition of the target business owner. Using the bidding method, the bid for the purchase of the stock is directly oriented to the target business owner. Partial part of other enterprises and all assets are usually negotiated directly with the target business managers. The goal of the acquisition is to obtain control of the target enterprise, and the legal person status of the target enterprise does not disappear. 4, take over or receive (takeover) This refers to a company's original shareholder (usually the company's largest shareholder) The position of the holding status falls. 5, TENDEROFF refers to a company's offer to the shareholders of another company to purchase the shares they hold to another company to achieve the purpose of controlling the company. This happened to the company as a listed company. 6. Dipping The theoretical definition of the term "stripping" is mainly from the translation of English "", which refers to the transaction of an enterprise that sells its subordinate departments (independent departments or production lines) assets to another enterprise to another enterprise. Essence Specifically, the enterprise sells part of its idle assets, unprofitable assets or product production lines, subsidiaries or departments to other companies to obtain cash or securities. This definition of stripping is basically the same as that of my country's current corporate asset sales. The author believes that translation of "" to sales is more accurate. So, is peeling equivalent to selling? Not exactly the same. Dipping refers to the process of separating some assets, subsidiaries, production lines, etc. of the enterprise according to the requirements of capital management, and separate it from the enterprise by selling or separating the company. Therefore, the divestick should contain two ways: sales and separation. 7, sales according to the meaning of the above -mentioned divestiture, sales are a way to divest. Sales means that the company sells its assets (including subsidiaries, production lines, etc.) to other companies to obtain transactions of cash and securities. In the restructuring of state -owned enterprises, the owner of the state -owned capital, based on the overall goal of capital management, sells small state -owned enterprises as a whole, is also the scope of sales. 8, separation . From the perspective of the "Spinoffs" of "Spinoffs" in English, it means that the company's all shares that the company owns in the subsidiary to the company's shareholders company of. This meaning is essentially the same as the meaning of asset peeling in the reconstruction of the state -owned enterprise joint -stock system. Assets in the restructuring of Chinese state -owned enterprises often refer to the process of separating state -owned enterprises' non -operating assets or non -main assets, and separating from enterprises to operate assets or main assets in the way they are allocated without compensation. Through the assets, different legal entities can be divided into different legal entities, and the state owns the equity of these legal entities. Separation is one of the forms of peeling. 9, bankruptcy The bankruptcy is simply unable to pay due debts. Specifically, it means that enterprises have been in a state of losses for a long time, cannot turn losses into profits, and gradually develop into an enterprise failure that cannot pay due debts. Enterprise failures can be divided into two types: operating failure and financial failure. Financial failure is divided into technical weak debt repayment and bankruptcy. Bankruptcy is the extreme form of financial failure. The bankruptcy in corporate restructuring is actually the legal procedure of corporate reorganization and the form of social asset reorganization. (1) Divide it according to the way of reorganization 1. Capital expansion Capital expansion is: merger, acquisition, listing of stock expansion, joint ventures, etc. (1) merger merging is a collective name of merger and union. Merger, also known as absorption and merger, usually refers to the purchase of the property rights of other enterprises in cash, securities or other forms (such as litter, profit return, etc.), so that other companies will lose legal person's qualifications or change legal entities. And obtain investment in the decision -making control of these enterprises; union (), also known as the new merger, refers to the merger of two or more companies to consolidate a new company, and the physical status of the legal person of all parties disappears. (2) Acquisition () refers to the investment behavior of parts or all assets or equity of the enterprise to purchase some or all assets or equity of another enterprise in order to obtain the control of the enterprise. According to the Provisions of the Company Law, the acquisition of enterprises can be divided into agreement acquisition and offer acquisition. (3) Listing share expansion refers to the company that is reorganized through the joint -stock system. After meeting certain conditions and fulfilling certain procedures, it becomes the behavior of listed companies. (4) joint venture The joint venture refers to the process of merging two or more independent companies or entities into a new independent decision -making entity. In addition, there are many forms of cooperation between enterprises, such as technology permits, joint bids for a contract, franchise operation or other short -term or long -term contracts. 2. Capital shrinkage The method of capital contraction is: asset stripping or asset sale, corporate separation, spin -off listing, stock repurchase. (1) Asset stripping or asset sale A asset stripping () means that the company sells some of its existing subsidiaries, departments, product production lines, fixed assets, etc. The return of securities. (2) Company separation The company separation refers to a parent company allocated its shares owned by a subsidiary, and distributed to the existing parent company according to the shareholders of the parent company's shareholders in the parent company. Shareholders, they are legally and organized to separate the operation of the subsidiary from the parent company. This will form a new company with the same shareholder and shareholding structure as the parent company. (3) Spin -off and listing The spin -off and listing (also known as listing or part of the equity for sale) refers to the parent company sold some of the equity of a subsidiary to the society. With the sale of partial equity of the subsidiary, while the parent company generates cash income, it has re -established the asset management operation system of the holding subsidiary. (4) Stock repurchase The stock repurchase refers to the behavior of buying a company's issued by the company through a certain channel. This is a way to change the company's capital structure on a large scale. The stock repurchase has two basic ways: First, the company allocates available cash to shareholders. This distribution is not a dividend, but a return stock} The second is that the company thinks that the capital structure of its own company's capital structure is too much. High, so the amount of bonds is sold, and the income is used to buy back the company's stock. 3. Capital reorganization Capital reorganization methods include: reorganization restructuring, equity replacement or asset replacement, state -owned shares reduction, management acquisition (MBO), and employee holding fund (ESOP). (1) Reform restructuring The reorganization refers to the process of shares in the company. According to the "Pilot Measures of the joint -stock system" and the "Company Law", there are two main ways to implement the joint -stock system in Chinese enterprises: one is to set up a joint -stock company; the other is to transform existing enterprises into joint -stock companies. Based on this, according to the company's establishment, the initiator's capital contribution method is different, and it is divided into new establishment and reconstruction. The new setting method is different according to its establishment method, which can be divided into two types: establishment and raising and establishment. (2) Equity replacement or asset replacement The equity replacement refers to the replacement of part of the shares held by the holding company with some shares of the other company in a certain proportion, so that the two that did not have any connection originally did not connect. The company has become a corporate group that is closely connected by capital as the link. (3) State -owned shares to reduce holdings State -owned shares reduction refers to the strategic adjustment policy based on the state -owned economy, and according to the status of various listed companies in the national economy The share of the share has gradually completed the listing and circulation of state -owned shares. (4) Management acquisition (MB0) The management acquisition refers to the management of the company's shares using the borrower's financing, thereby changing the structure, control structure and control structure of the company Asset structure, then a acquisition behavior of reorganizing the company's purpose and obtaining expected returns. Management acquisition is a type of leverage acquisition. (5) Employee holding fund (ESOP) The employee holding fund is essentially a stock investment trust, which is invested by the employer's stock. The payment method for investment can be cash or the stocks of other companies. The company's employees share the results of the company's growth through the dividend of the company. 4. Outside of capital operations The so -called off -table capital management refers to the behavior that is not reflected on the report, but it will lead to changes in control. Its specific forms include: (1) Host This hosting refers to the owner of the enterprise through the contract to submit the property of the corporate legal person to Go to business. Clearly clarify the relationship between enterprise owners, operators, and producers, and ensure that corporate property preservation and appreciation and create considerable social benefits and economic benefits. (2) Strategic Alliance (Cooperation) The strategic alliance refers to mutual cooperation and risks to achieve two or more companies in order to achieve common strategic goals and achieve similar strategic policies. Share joint operations. The forms of strategic alliances are diverse, including equity arrangements, joint ventures, research and development partnerships, and permit transfer. (2) Divide the reorganized content 1. Property reorganization property reorganization refers to the changes and reorganizations of all rights based on corporate property ownership. It can be the transfer of the ultimate ownership (investor ownership) or the transfer of the right to use; the object of the transfer of property rights can be both the overall property right or part of the property right. 2. Industrial reorganization The industrial reorganization at the macro level is the mobility, reorganization, or reorganization of the same departments through the existing asset stock between different industrial departments, so that the industrial structure can be adjusted and optimized, and the capital value -added capacity can be improved. The industrial reorganization at the micro level mainly involves the adjustment of production and operation goals and strategies. 3. Organizational structure reorganization Organizational structure restructuring refers to how to set up organizational structure and organizational form after corporate property rights restructuring and capital reorganization. It aims to solve the issues of which organizations are set up, which functions, how to deal with, coordinate the relationship between institutions, and how to adjust the management candidates. 4. Management reorganization Management reorganization refers to the corresponding form of corporate management organization, management responsibilities and management goals corresponding to the corporate reorganization activities. As a result, the reorganization form of the reorganization of corporate management architecture generated. The purpose is to create a long -term management model or method to help enterprises better survive and develop in the fierce market environment. 5. Debt reorganization The debt restructuring refers to the reorganization method of the corporate debt and debt, and involves the adjustment of the debt -debt relationship adjustment. Debt reorganization is a process of integrating and optimizing corporate debt in order to improve the efficiency of enterprise operation, solve the financial difficulties of corporate financial dilemma. (3) Division according to the specific items of enterprise reorganization In analysis from the specific project of enterprise reorganization, you can define the change of the share structure as the equity restructuring; define the debt change of enterprise It is defined as asset reorganization.
The reorganization of enterprises, including the reorganization and configuration of the enterprise's ownership, assets, liabilities, personnel, business and other factors.
The narrow -minded enterprise reorganization refers to enterprises aiming at capital preservation and appreciation, using asset reorganization, liabilities reorganization and property restructuring methods to optimize corporate asset structures, liabilities and property power structures to make full use of existing resources to achieve resource optimization of resource optimization Configuration.
In enterprises are organic combinations of various production factors. The function of an enterprise is to perform the best combination of various production factors to achieve the optimization and utilization of resources. Under the conditions of the market economy, the market demand and production factors of the enterprise are constantly changing, especially when the rapids of science and technology, the increasing economy of the economy, and the intensified market competition, the changes in the internal and external environment of the survival of the enterprise are accelerating. To maintain the competitive advantage in this change of environment, we must continue to combine competitive elements in a timely manner. Enterprise reorganization is a means of re -combination of elements. In market competition, the most significant for the long -term development of enterprises is the long -lasting competitive advantage based on the core competitiveness of the enterprise. The competitive advantage of enterprises is the fundamental guarantee of corporate profitability. Companies without competitiveness are not guaranteed to be guaranteed, let alone development. Therefore, through the re -combination of various production and operation activities and management organizations within the enterprise, and through the various resources and expertise required by the enterprise development from the outside of the enterprise, the core competitiveness of the enterprise is the ultimate goal of the corporate reorganization. 1. Give up funds, seek future development
2. Improve management efficiency, reduce operating costs
3. Acquisition and merger business, determine industry status
4. Expand the marketing network, increase product market share r
5. Spin -off business
6. Make full use of future tax benefits
7. Realize the best resource allocation
8. Give full -time synergy n3. Evaluation business, operation process
4. The resolution passed
5. Plan implementation
6. Evaluate the final benefit enterprise should follow the following four principles to ensure the legality and rationality of the enterprise It is operable and comprehensive, which is conducive to the comprehensive development of the enterprise.
1. Legality principle
This involving ownership, use rights, operating rights, mortgage rights, patent and other property rights, patents, trademarks, copyrights, invention rights, discovery, other scientific and technological achievements and other knowledge such as the right to other scientific and technological achievements and other knowledge of scientific and technological achievements Property rights, as well as the establishment, change and termination of various claims such as purchasing and selling, leasing, contracting, loan, transportation, commissioning, employment, technology, insurance, etc., there is no doubt that only legal can be obtained by legal protection, and countless comments can be avoided. Legal risks of state, departments, localities, and others.
2. Reasonable principles
The benefits in the process of combining various assets, personnel and other elements are always the first. Followed by reasonable prerequisites-stability. Only on the basis of stable connection can benefit. Once again, the principle of integrity. Only by fulfilling the merger and acquisition agreement in faith can the re -combined shareholders and employees be confident in the new environment.
3. Operating principle
All steps and procedures should be operated under existing conditions, or the conditions required for operation can be created within a certain period of time, and there is no insurmountable existence. Law and facts.
4. Comprehensive principles
It the nine major relations of Chinese enterprises to effectively handle the relationship between Chinese enterprises-party, political, group, people, wealth, property, production, supply, and sales in order to leave sequelae. endless. Enterprise reorganization generally has models such as business reorganization, asset reorganization, debt restructuring, equity restructuring, personnel reorganization, management system reorganization and other models.
(1) Business reorganization: refers to the division of the business of the reorganized enterprise to determine which part of the business The behavior of entering the business of listed companies. It is the basis of corporate reorganization and the premise of its reorganization. During the reorganization, it focuses on dividing business and non -operating business profit business and non -profit business main business and non -main business. Then Incorporate business and profitable business into the business of listed companies, peel off non -operating business and non -profit business.
(2) Asset reorganization: refers to analyzing and integrating and optimizing the combination of assets within a certain range of reorganized enterprises Activities. It is the core of corporate reorganization.
(3) Debt reorganization: ie liability reorganization, refers to the behavior of corporate liabilities through the debtor's liability transfer and liabilities to equity. 4) Equity reorganization: refers to the adjustment of corporate equity. It is related to other reorganizations and even simultaneously. , Optimizing the labor portfolio and improving the efficiency of labor production.
(6) The management system reorganization refers to the amendment of the management system and improve the business management system to meet the requirements of the modern enterprise system. Analyze the internal and external environment of the enterprise
The company's industrial reorganization design
The company organizational reorganization design of the enterprise reorganization process (BRP)
(1) The main reorganization process range
Muctors Internal process reorganization: that is, reorganize the process inside the function. Under the old system, various functional departments overlap and there are many intermediate levels. These intermediate management generally only implement some non -value -added statistics, summary, and filter forming. The ERP system can be replaced. BPR is to cancel the intermediate management, so that each function is managed from only one functional agency from beginning to end, so that the institution does not overlap and the business does not repeat.
BPR in function rooms: Breaking the boundary of the department within the scope of the enterprise, reorganizing the business process that spans the boundary of multiple functional departments, and implement process team management. The process team combines personnel of various departments to make many tasks parallel processing, which can greatly shorten the working cycle. This organizational structure is flexible and strong.
BPR between enterprises: refers to the effective management of the entire supply and marketing chain that occurs between more than two enterprises, shorten the production cycle, order cycle and sales cycle, simplifying the work process, reduced the work flow, reduced Non -proliferation costs. This type of BPR is the highest level of business process reorganization and the ultimate goal of reorganization.
(2) Three stages of the corporate reorganization process
(1) The initial stage of the project is first. At this time, the connotation and significance of the project should be clarified and the project team should be formed. Create the process that needs to be improved with the business results of the enterprise, such as increasing profit margins and reducing costs, so that the enterprise recognizes the significance of the improvement process. Clarify the starting point and end of the process, and the goal that should be achieved after the transformation, that is, what is the ideal state. At this stage, it should also be composed of project teams composed of management and relevant departments. If necessary, please ask experts to help.
(2) The analysis and design phase of the formal entering process. First analyze the existing process, you can use brainstorming method, and there are problems in the process. Such as: input/output errors, extra steps such as errors, extra steps, or structural issues such as the serial process as parallel, and time errors are wrong. Then analyze the cause of the output problem through the problem analysis tools such as fish bones. Secondly, find out the gap between the status quo and the ideal, and set up a bridge in it. Then design the steps of the process and the standards of the process. Finally, the implementation plan of transformation from the status quo to the ideal state.
(3) Finally, it is the implementation and improvement stage of the process. The design process is not a good thing, and the implementation stage is the key. At this stage, we must first define the organizational structure, communicate with relevant departments and employees, and provide training. At the same time, we also need to plan, including how to do it, who do it, and when to do, and do a good job of risk analysis, that is, the possibility and countermeasures of failure. Then we must obtain the approval of the leadership of the organization structure, planning, and resource allocation in order to truly begin implementation. The implementation of the enterprise reconstruction plan does not mean the end of enterprise reconstruction. In the era of increasingly accelerated social development, enterprises always face new challenges, which requires continuous improvement of enterprise reconstruction plans to meet the needs of the new situation. There are many ways to reorganize enterprises. At present, there are usually two problems in the reorganization practice of Chinese enterprises: one is to understand the corporate reorganization of corporate reorganization or enterprise expansion, and ignore its capital contraction operation methods such as sales and divestituting. Wait. Analysis of the source of corporate reorganization value, firstly define the connotation of corporate reorganization methods.
1, merger ()
refers to two or more companies combined, and the original enterprises do not exist in the form of legal entity, but build a new company. If Company A and Company B merge into company C. However, according to the "Company Law of the People's Republic of China", which came into effect on July 1, 1994, the merger of the company can be divided into two forms: absorbing mergers and new mergers. A company absorbs other companies to dissolve by the company that is absorbed and absorbed; two or more companies have merged to set up a new company to set up a new merger to dissolve from all parties. The absorption merger is similar to "Merger", while the new merger is similar to "". Therefore, in a broad sense, mergers include mergers.
2. Merger
The components of two or more companies are combined. One of the companies maintain its original name, while other companies no longer exist in the form of legal entities. For example, the Ministry of Finance on August 24, 1996 issued the "Interim Provisions on Enterprise Mergenation Relevant Financial Issues" pointed out that mergers refer to the property rights of other enterprises through paid methods such as purchases, so that they lose their legal person qualifications or retain the legal person's qualifications, Change a behavior of the investment entity.
3, acquisition ()
refers to a business to purchase all or part of the ownership of another enterprise by purchasing all or parts of the stock (or share acquisition), or purchase all or part of the assets (or or part of the assets (or or See asset acquisitions) to purchase all or part of the ownership of another enterprise. Stock acquisition can be achieved by merging (Merger) or bidding (). The merger is characterized by directly negotiating with the target business manager or purchased by exchange shares; the recognition of the board of directors of the target enterprise usually occurs before the merger bid obtained the recognition of the target business owner. Using the bidding method, the bid for the purchase of the stock is directly oriented to the target business owner. Partial part of other enterprises and all assets are usually negotiated directly with the target business managers. The goal of the acquisition is to obtain control of the target enterprise, and the legal person status of the target enterprise does not disappear.
4, take over or receive (takeover)
This refers to a company's original shareholder (usually the company's largest shareholder) The position of the holding status falls.
5, TENDEROFF
refers to a company's offer to the shareholders of another company to purchase the shares they hold to another company to achieve the purpose of controlling the company. This happened to the company as a listed company.
6. Dipping
The theoretical definition of the term "stripping" is mainly from the translation of English "", which refers to the transaction of an enterprise that sells its subordinate departments (independent departments or production lines) assets to another enterprise to another enterprise. Essence Specifically, the enterprise sells part of its idle assets, unprofitable assets or product production lines, subsidiaries or departments to other companies to obtain cash or securities. This definition of stripping is basically the same as that of my country's current corporate asset sales. The author believes that translation of "" to sales is more accurate. So, is peeling equivalent to selling? Not exactly the same. Dipping refers to the process of separating some assets, subsidiaries, production lines, etc. of the enterprise according to the requirements of capital management, and separate it from the enterprise by selling or separating the company. Therefore, the divestick should contain two ways: sales and separation.
7, sales
according to the meaning of the above -mentioned divestiture, sales are a way to divest. Sales means that the company sells its assets (including subsidiaries, production lines, etc.) to other companies to obtain transactions of cash and securities. In the restructuring of state -owned enterprises, the owner of the state -owned capital, based on the overall goal of capital management, sells small state -owned enterprises as a whole, is also the scope of sales.
8, separation
. From the perspective of the "Spinoffs" of "Spinoffs" in English, it means that the company's all shares that the company owns in the subsidiary to the company's shareholders company of. This meaning is essentially the same as the meaning of asset peeling in the reconstruction of the state -owned enterprise joint -stock system. Assets in the restructuring of Chinese state -owned enterprises often refer to the process of separating state -owned enterprises' non -operating assets or non -main assets, and separating from enterprises to operate assets or main assets in the way they are allocated without compensation. Through the assets, different legal entities can be divided into different legal entities, and the state owns the equity of these legal entities. Separation is one of the forms of peeling.
9, bankruptcy
The bankruptcy is simply unable to pay due debts. Specifically, it means that enterprises have been in a state of losses for a long time, cannot turn losses into profits, and gradually develop into an enterprise failure that cannot pay due debts. Enterprise failures can be divided into two types: operating failure and financial failure. Financial failure is divided into technical weak debt repayment and bankruptcy. Bankruptcy is the extreme form of financial failure. The bankruptcy in corporate restructuring is actually the legal procedure of corporate reorganization and the form of social asset reorganization. (1) Divide it according to the way of reorganization
1. Capital expansion
Capital expansion is: merger, acquisition, listing of stock expansion, joint ventures, etc.
(1) merger
merging is a collective name of merger and union. Merger, also known as absorption and merger, usually refers to the purchase of the property rights of other enterprises in cash, securities or other forms (such as litter, profit return, etc.), so that other companies will lose legal person's qualifications or change legal entities. And obtain investment in the decision -making control of these enterprises; union (), also known as the new merger, refers to the merger of two or more companies to consolidate a new company, and the physical status of the legal person of all parties disappears.
(2) Acquisition () refers to the investment behavior of parts or all assets or equity of the enterprise to purchase some or all assets or equity of another enterprise in order to obtain the control of the enterprise. According to the Provisions of the Company Law, the acquisition of enterprises can be divided into agreement acquisition and offer acquisition.
(3) Listing share expansion refers to the company that is reorganized through the joint -stock system. After meeting certain conditions and fulfilling certain procedures, it becomes the behavior of listed companies.
(4) joint venture
The joint venture refers to the process of merging two or more independent companies or entities into a new independent decision -making entity. In addition, there are many forms of cooperation between enterprises, such as technology permits, joint bids for a contract, franchise operation or other short -term or long -term contracts.
2. Capital shrinkage
The method of capital contraction is: asset stripping or asset sale, corporate separation, spin -off listing, stock repurchase.
(1) Asset stripping or asset sale
A asset stripping () means that the company sells some of its existing subsidiaries, departments, product production lines, fixed assets, etc. The return of securities.
(2) Company separation
The company separation refers to a parent company allocated its shares owned by a subsidiary, and distributed to the existing parent company according to the shareholders of the parent company's shareholders in the parent company. Shareholders, they are legally and organized to separate the operation of the subsidiary from the parent company. This will form a new company with the same shareholder and shareholding structure as the parent company.
(3) Spin -off and listing
The spin -off and listing (also known as listing or part of the equity for sale) refers to the parent company sold some of the equity of a subsidiary to the society. With the sale of partial equity of the subsidiary, while the parent company generates cash income, it has re -established the asset management operation system of the holding subsidiary.
(4) Stock repurchase
The stock repurchase refers to the behavior of buying a company's issued by the company through a certain channel. This is a way to change the company's capital structure on a large scale.
The stock repurchase has two basic ways: First, the company allocates available cash to shareholders. This distribution is not a dividend, but a return stock} The second is that the company thinks that the capital structure of its own company's capital structure is too much. High, so the amount of bonds is sold, and the income is used to buy back the company's stock.
3. Capital reorganization
Capital reorganization methods include: reorganization restructuring, equity replacement or asset replacement, state -owned shares reduction, management acquisition (MBO), and employee holding fund (ESOP).
(1) Reform restructuring
The reorganization refers to the process of shares in the company. According to the "Pilot Measures of the joint -stock system" and the "Company Law", there are two main ways to implement the joint -stock system in Chinese enterprises: one is to set up a joint -stock company; the other is to transform existing enterprises into joint -stock companies. Based on this, according to the company's establishment, the initiator's capital contribution method is different, and it is divided into new establishment and reconstruction. The new setting method is different according to its establishment method, which can be divided into two types: establishment and raising and establishment.
(2) Equity replacement or asset replacement
The equity replacement refers to the replacement of part of the shares held by the holding company with some shares of the other company in a certain proportion, so that the two that did not have any connection originally did not connect. The company has become a corporate group that is closely connected by capital as the link.
(3) State -owned shares to reduce holdings
State -owned shares reduction refers to the strategic adjustment policy based on the state -owned economy, and according to the status of various listed companies in the national economy The share of the share has gradually completed the listing and circulation of state -owned shares.
(4) Management acquisition (MB0)
The management acquisition refers to the management of the company's shares using the borrower's financing, thereby changing the structure, control structure and control structure of the company Asset structure, then a acquisition behavior of reorganizing the company's purpose and obtaining expected returns. Management acquisition is a type of leverage acquisition.
(5) Employee holding fund (ESOP)
The employee holding fund is essentially a stock investment trust, which is invested by the employer's stock. The payment method for investment can be cash or the stocks of other companies. The company's employees share the results of the company's growth through the dividend of the company.
4. Outside of capital operations
The so -called off -table capital management refers to the behavior that is not reflected on the report, but it will lead to changes in control. Its specific forms include:
(1) Host
This hosting refers to the owner of the enterprise through the contract to submit the property of the corporate legal person to Go to business. Clearly clarify the relationship between enterprise owners, operators, and producers, and ensure that corporate property preservation and appreciation and create considerable social benefits and economic benefits.
(2) Strategic Alliance (Cooperation)
The strategic alliance refers to mutual cooperation and risks to achieve two or more companies in order to achieve common strategic goals and achieve similar strategic policies. Share joint operations. The forms of strategic alliances are diverse, including equity arrangements, joint ventures, research and development partnerships, and permit transfer.
(2) Divide the reorganized content
1. Property reorganization
property reorganization refers to the changes and reorganizations of all rights based on corporate property ownership. It can be the transfer of the ultimate ownership (investor ownership) or the transfer of the right to use; the object of the transfer of property rights can be both the overall property right or part of the property right.
2. Industrial reorganization
The industrial reorganization at the macro level is the mobility, reorganization, or reorganization of the same departments through the existing asset stock between different industrial departments, so that the industrial structure can be adjusted and optimized, and the capital value -added capacity can be improved. The industrial reorganization at the micro level mainly involves the adjustment of production and operation goals and strategies.
3. Organizational structure reorganization
Organizational structure restructuring refers to how to set up organizational structure and organizational form after corporate property rights restructuring and capital reorganization. It aims to solve the issues of which organizations are set up, which functions, how to deal with, coordinate the relationship between institutions, and how to adjust the management candidates.
4. Management reorganization
Management reorganization refers to the corresponding form of corporate management organization, management responsibilities and management goals corresponding to the corporate reorganization activities. As a result, the reorganization form of the reorganization of corporate management architecture generated. The purpose is to create a long -term management model or method to help enterprises better survive and develop in the fierce market environment.
5. Debt reorganization
The debt restructuring refers to the reorganization method of the corporate debt and debt, and involves the adjustment of the debt -debt relationship adjustment. Debt reorganization is a process of integrating and optimizing corporate debt in order to improve the efficiency of enterprise operation, solve the financial difficulties of corporate financial dilemma.
(3) Division according to the specific items of enterprise reorganization
In analysis from the specific project of enterprise reorganization, you can define the change of the share structure as the equity restructuring; define the debt change of enterprise It is defined as asset reorganization.