The law risk management in a merger & acquisition contract

碩士 === 國立臺灣大學 === 國際企業學研究所 === 100 === In recent years, a wave of mergers and acquisitions such as infectious diseases to spread to all corners of the world, in newspapers and magazines can often be seen on a company they bought another company''s message. In general, mergers and a...

Full description

Bibliographic Details
Main Authors: Lee-Ta Lin, 林李達
Other Authors: 吳青松
Format: Others
Language:zh-TW
Published: 2011
Online Access:http://ndltd.ncl.edu.tw/handle/49029934251150155725
Description
Summary:碩士 === 國立臺灣大學 === 國際企業學研究所 === 100 === In recent years, a wave of mergers and acquisitions such as infectious diseases to spread to all corners of the world, in newspapers and magazines can often be seen on a company they bought another company''s message. In general, mergers and acquisitions department of a corporate diversification strategy tool. The use of mergers and acquisitions not only save time, for fleeting opportunities on the market, but also can take advantage of existing marketing channels, raw materials and production equipment, quickly enter the market or another career field; of course, you can by acquired companies to enhance synergy, to get market share and expanding business empire. However, from a lot of examples and statistics show that the completion of the merger case in the United States, about 30% to 50% failure, and in the case of mergers and acquisitions in Europe, the chances of success are not to 50%. As in the country, although there is no one more specific statistics, but we often can see the acquisition of operational difficulties or loss of coverage. Which shows that companies in the pursuit of mergers and acquisitions can bring synergy and high profits, the lesson based on how effectively avoid risks, seems to be a very worthy subject of study. In the traditional definition of risk is a negative definition of commitment that is dangerous. Why should the corporate risk management, because the risk of commitment will result in the attribution of responsibility, and accountability of the party, will have a negative impact, causing a large collapse, while the small cost increase, and so on. Therefore, risk assessment and management of business activities is an important issue, and the company is in the process of operation will encounter a variety of risks, some risks do not need to be able to avoid spending too much, some risks are difficult to avoid or not avoid. Therefore, the risk perception that is very important, Mergers and acquisitions fail the most basic issue - the risk is the risk of specific contractual trap, trap-induced health risks, health risks caused by the failure probability. Therefore, how to reduce the probability of failure is the motivation of this paper, so understand the risks of mergers and acquisitions, acquisition-contract analysis of the starting traps, it is worthwhile direction. Classification of this paper due to the acquisition of contract or express contractual hidden traps that can help companies make acquisitions in important indicators of contract planning, and secondly, the papers on mergers and acquisitions activity in improper or unfair legal effect, provided the equity method for the master contract trading activities between enterprises and the allocation of rights and obligations of ownership of activities, the strong and weak person who handled between the reference model.