股权转让方式及特征 [2]
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论文字数:1114论文编号:org201309092227332557语种:英语 English地区:中国价格:免费论文
关键词:股权转让资产重组
摘要:股权转让往往会导致目标企业内部最高经营管理层的改组。股权投资者往往以其所拥有的股份数额,要求目标企业改组高层经营管理层,并对其经营方向进行符合自身利益的调整,大幅度地调整和充实上市公司的主营业务,甚至改变上市公司的名称和属性,也为将来注入优质资产、改善盈利状况奠定了基础。
swap between the acts . Replacement of assets are divided into two divestitures and asset injection procedure .
Asset replacement is usually used in the following cases : two sides through the replacement of assets can reduce the burden of the original , play to the company 's strengths, re- assemble the company's core competitiveness. Some scholars believe that the replacement of assets is the acquisition of a combination of mergers and divestitures , and thus should not be separate from the strict sense referred to as a form of asset restructuring . However, from a financial perspective , mergers and acquisitions and divestitures are usually accompanied by a monetary asset inflows and outflows. The Asset Swap will not involve monetary asset flows, unless there are additional conditions attached .
Asset replacement has the following advantages : ( 1 ) can rapidly improve the quality of the assets , improve the profitability of listed companies , reversing losses. ( 2 ) As has been formed into a profitable production capacity and are real assets , rather than cash , it is a listed company eliminates time-consuming investment analysis and argumentation of this road link, so that production capacity can be rapidly formed . ( 3 ) the parent company of this " Fangshuiyangyu " carefully cultivated practices of listed companies , so there is always a group enterprise financing channels from the stock market for the Group 's overall sustainable development and lay a solid capital base.
Asset replacement disadvantages are: ( 1 ) increase the listed company 's dependence on the parent company , is not conducive to enterprises to improve management . When the operation fails, the loss of business to the parent company stripped , and then inject high quality assets continue to operate if the manager does not improve the quality and level of high-quality assets is likely to degenerate into low-quality assets , asset restructuring loses its meaning . Having conducted an asset exchange listed companies , there have been two instances of peeling . ( 2 ) In an interview with the parent of listed companies after stripping out non-performing assets , how to digest and make an inventory , is still a problem. From the group perspective, asset quality has not improved ; From a social perspective , resource use efficiency has not improved. Divestiture should be market behavior , and should not be related party transactions , poor quality assets into whose hand is not important, important is this asset should be configured to really come into play , of the inferior is superior to be able to increase of social wealth to contribute.
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