Manual Der Erfolgsfaktor Unternehmenskultur bei Mergers & Acquisitions (German Edition)

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Table of Contents

This is certainly true, but it does not offer an explanation to what mergers and acquisitions are. It explains strategic, financial and personal motives of acquirers, as well as personal and business relevant motives of the seller. The book also explains the umbrella brand strategy, as it states, that in the case of DaimlerChrysler the brand personality after the merger differed significantly from the wish personality before the merger. Whereas it is known, that Sony Ericsson conducts a very successful umbrella brand strategy, supported by the structure of the company.

The above mentioned literature gave us an overview of mergers and acquisitions and their importance in business. They did also give advice on how to structure a merger. We will now emphasise on the influence of corporate governance and strategic management in this process. The term corporate governance refers to the relationship between the board of directors, top management and shareholders.

The board of directors and top management are connected by their respective responsibilities. The prior are supposed to set corporate strategy, mission and vision and therefore setting a framework for the actions of the top management. Furthermore, the board is in charge of hiring and firing the CEO and monitoring, controlling and supervising the top management.

They take responsibility in the usage of resources. All these actions happen in order to care for the interests of the shareholders and, more recently, also to care for social responsibility. Laws and standards defining the responsibilities of boards of directors vary from country to country. The board of directors is also involved in strategic management.

It can carry out the three tasks of monitoring, evaluating and influencing, and initiating and determining, depending on their degree of involvement in strategic management. Boards can range from being phantom boards with no real involvement to catalyst boards with a very high degree of involvement. The analysis shows that there are specific success factors within the post-merger integration phase in order to realize the targeted synergies through certain mechanisms, which are evoked by a successful integration in the new entity.

To maintain the applicability, this thesis is combining research from general literature and publicly available secondary information and data. Concluding, this thesis shows practical approaches of how to successfully integrate an acquisition, considering certain factors to realize targeted synergies. The persistent pressure on mobile and wireless companies will force additional companies in this industry to get access to new markets and channels in order to create diversity in their portfolio. In the beginning an outline of the fundamentals and manifestations will be presented.

Hence, the most important and relevant terms will be defined and categorized Chapter 2. The second chapter will end with relevant information about measures, which are accountable for a successful transaction Chapter 2. Subsequently, based on Chapter 2 synergies Chapter 3. Those findings will be applied in Chapter 5 to project potential synergies of the underlying transaction. The presentation of the fundamentals and manifestations, the post-merger integration and the introduction to synergies and its mechanisms represent the theoretical framework of this thesis and have been acquired by reviewing general literature.

Additionally, the transaction process, particularly the post-merger integration phase Chapter 4. Subsequently, precedent transactions Chapter 4. The industry overview, the precedent transactions as well as the introduction to the case study, including the presentation of the acquirer and target represent the research method of this thesis and have been acquired by using publicly available secondary information and data. Afterwards, the integration phase of the underlying transaction will be analyzed with the help of the theoretical framework and the experience from precedent transactions to define certain factors, which must be considered for a successful integration Chapter 5.

This leads to Chapter 5. In this chapter potential synergies, which can be realized as a result of this transaction, will be projected. Likewise, this thesis concludes with the success factors which must be considered during the integration phase to empower the mechanisms of synergies. Those factors will be illustrated in a checklist. The following chapter provides conceptual framework for this study. The theoretical basis of Chapter 2.

In fact, the difference in interpretation results from different definitions in various countries and the misapplication of the Anglo-American term. According to Copeland and Weston , p. However, the German finance literature offers a narrower definition. Depending on the legal status of the merging company followed by the transaction, mergers can be divided into different types. The merged company will be fully consolidated by the other company. Therefore, the merged company will cease to exist.

It will be considered a subsidiary reverse merger, if the transaction direction goes in the opposing Source: Own graph direction and a subsidiary of the acquiring company is merged into the target OECD, , p. All assets and liabilities from the merging companies will be consolidated into the new company Gaughn, , p.

Table of Contents

It is a transfer of shares from the legal entity of the target to the acquirer. The transfer of shares ensues due to the purchasing of a certain number of shares. Those acquired shares will be booked and illustrated in an extra section in the balance sheet of the acquiring company. The transaction in the form of a share deal also involves an adaption of all assets and liabilities Hinne, , p. The corporate identity then also suffers from a takeover battle. Big takeover battles are under continuous observation by the public.

The media might prejudge negatively or only to one side, which can result in a substantial loss of reputation for the company. On the Human Resource level there remains the risk of employees loosing motivation, and therefore, job satisfaction. Basically, a corporate takeover means primarily uncertainty regarding the future of the company. My analysis incorporates economic as well as legal aspects of this subject.

Basically, the common objective of all defense measures is to gain time; either to develop alternatives for shareholders and management, or to ensure that the company does not change ownership at a too low value Appendix L. Also, in case of a hedge fund having the required amount of capital budget only for a certain time period, a delay could be a deal breaker as well. The following aspects include defense alternatives against hostile takeover attempts. Shortly, I will address the different legal conditions of both Germany and France. In general, defense strategies have to be examined by the management if they can withstand legal audits [21].

The question is, if the board of directors as an employed management body is authorized to adopt measures in order to defend its company against public offers — also without the approval of the shareholders. At this point, one should have a look at discussions, recently happened on a European level. Until now, each EU member country had its own individual laws regarding regulations of public takeovers. These policies also embody the possibilities of permitted defense measures. It also includes the alternative of a "pooled decision", which allows the board of directors of the target company temporarily to defend itself against undesired takeover attempts.

BP acquires Veba Oel and Aral

Numerous alternatives are given, especially for preventive measures to avoid hostile takeover attempts. On the other hand, tools - which can be adopted autonomously and systematically from the management body against hostile takeovers — are not prohibited by law in Germany. In fact, it is permitted for the management to seek and find approval by the annual general meeting. The biggest hurdle for takeovers in France is the multiple voting right [24]. Shareholders, who have been holding shares for a longer period — usually 2 years — are granted a double voting right by the company.

However, this is an option which is not taken by everybody. Hence, it is essential to pull those shareholders already in the forefront of a takeover on one's side. Thereby, the board of directors in France is given the possibility to defend itself against unfriendly takeovers [25]. After discussions of 15 years, a cross-national policy has been implemented. According to this, management is generally obliged to keep up perpetual neutrality.

Not the board of directors but the owners — namely the shareholders — are to decide if an offer should be accepted or not. Therewith, interminable takeover battles are supposed to be avoided.


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However, this policy is not binding, against the will of the former EU-commissioner Bolkenstein [26]. This is a compromise-solution, which makes especially advances to Germany. The original proposal earmarked, that the multiple voting right as existent in Scandinavia or the double voting right as in France shall be persisting, but the German "pooled decision" is to be abolished.

Since , there are no more special voting rights. German companies did not dispose of any other defense measures and therefore felt disadvantaged. The policies in France and other EU-countries also remain existent. Companies may opt if they comply either with the liberal European law or rather with the more protectionist policies of their home country. As a consequence, defense strategies will remain valid — according to the legal framework in those countries, in which the companies are based. The EU member countries can decide, if they will adopt national law or rather the new liberal EU takeover directive in case of corporate takeover situations.

The directive, which was finally adopted in , was created to make it more difficult for target companies to use poison pills, just like issuing new shares or entering into complex joint ventures. It substituted by the voluntary takeover codex. However, it refers only to shares of equal types common or preferred.

The decision of the bidder of making an offer has to be made public without measurable delay.

Success factors of international Mergers & Acquisitions

After the decision for an offer, the bidder is urged to send a notice to the administrations of the stock exchanges. Before the notice can be made public, only the administration is allowed to use them in order to decide if the determination of the market price has to be intermitted or even discontinued. The time limit for the acceptance of the offer must not be less than four weeks and must not exceed the ten-week-threshold. The term of acceptance starts with the publication of the submission of the offer [29]. Subsequent to that follows a statement of the management and the supervisory board of the target company.

Defense measures adopted by the management, the annual meeting or the shareholders are by all means common and permitted in the forefront of a takeover offer, provided that the matter of case is maintained under company law. Thus, a part of the shares of the threatened company is owned by a friendly company. Hence, the takeover of control is made impossible, as the shares — which are essential for gaining a majority — are held by other companies.

This alternative is widely spread in the Rhenish capitalism [30] Appendix K. However, I have to point out that the creation of reciprocal investments held leads to reductions at the capital market [31]. The equity structure for preventive defense measures is therefore of vital importance. When the equity stock is allocated according to defense-strategically considerations and when these shares are traded at their real value, a hostile takeover appears often unattractive for speculative reasons.

Following, the different securities are explained and analyzed regarding their suitability for a preventive takeover defense. In particular Germany disposes of some special features in this context. The bearer share is a real bearer paper. Its advantage lies in the uncomplicated transferability. Thus, it remains the risk that the real circumstances might not outcrop until the annual meeting or do not even become generally known due to fiducially proxies. Correspondingly, one has to refrain from a predominant equity composition of bearer shares.

Especially exposed to takeover risk are publicly owned firms listed on the stock exchange. With unlisted corporations it is the individual case and the allocation of bearer share equity which is the key factor [32]. Thus, it is absolutely possible that a small family company with mainly bearer stock can avoid an undesired sale of their firm due to family structures and internal agreements. But even in such a case the remaining risk of a sudden sale cannot be excluded from consideration. Which measures can be undertaken by a corporation whose equity is predominantly composed of bearer shares?

In the first instance, the equity capital has to be restructured early. The following alternatives are available:. In this thesis, the increasingly important "Management Buy Out" will not be addressed in detail. The purchase of the own company through the management financed from own resources is mainly possible with small cap companies.

Companies with bigger market capitalization can usually only be bought with the support of debt financing, which creates the necessity of seeking investors. In addition, both the management and indirectly the company are exposed to the risk of a high level of debt [33]. At the bottom line, equity — composed totally or partially of bearer stock — is under defense-strategic considerations virtually unprotected against corporate takeovers. This potential status quo should be improved by a restructuring of the equity structure, striving for a majority of nominal shares.

The application of preventive defense alternatives using nominal shares :. The company is allowed to check within the scope of registration if the transaction has been conducted in compliance with the law [35]. If the formal audit leads to a substantial doubt about its legitimacy, a second audit would be conducted in order to check the validity and authenticity of the endorsements. With the authorization regarding the registration in the stock register, the administration has a tool which allows control of the identification of individual members.

Thereby, a vague estimation of the allocation of stocks is possible. The very fact, that common nominal shares have the characteristic of a more complicated transferability compared to the bearer share makes it a less attractive security - from an acquirer's point of view. Nevertheless, companies issuing nominal shares have a certain level of control about the allocation of ownership with the stock register.

Growth through Acquisitions

However, it could be harmful that the acquisition of nominal shares via straw men [36] cannot be controlled. In some cases, acquirers get hold of blocks of nominal shares through the interposition of an intermediary for confidential reasons [37]. They do not want the company to take notice of the stealthy change of ownership.