管理层收购与创业机会【外文翻译】 .doc

《管理层收购与创业机会【外文翻译】 .doc》由会员分享，可在线阅读，更多相关《管理层收购与创业机会【外文翻译】 .doc（11页珍藏版）》请在三一办公上搜索。

1、本科毕业论文（设计）外 文 翻 译原文：Management buyouts and entrepreneurial opportunitiesIntroduction: A management buyout (MBO) occurs when a company is purchased by its incumbent man agreement. These purchases are often the result of the sale of a division by a parent company. The MBO may be regarded as providing

2、the new management team with unexpected opportunities and a change in circumstances, the key change being that the team members no longer fulfill the role of employee but are now the risk takers. The managers become the providers of some, or all, of the capital. However, in return for the financial

3、stake, they gain the incentive of sharing directly in the profitability of the firm.There is no single definition of an entrepreneur, but a generally accepted starting point is to regard the entrepreneur as someone who perceives an opportunity and initiates actions in pursuit of that opportunity. Th

4、at someone may be an individual or a group of individuals acting together. An MBO clearly falls within this interpretation, since the opportunity being presented is that of becoming the new owner of a business.The MBO also provides interesting insights into the ownership-control performance debate.

5、Large firms tend to have diffuses hare ownership which, it is claimed, permits managerial discretion. One possible consequence of this is poorer performance. How-ever, alternative models, for example the markets and hierarchies (or the internal organization model), argue that adopting the appropriat

6、e internal structure prevents discretion and boosts performance. However, there is only limited evidence to support this view. The MBO is one method of solving this potential problem by concentrating ownership within a small number of clearly defined groups. This article looks at the reasons behind

7、MBO and discusses how the concept of entrepreneurship is a helpful framework within which to analyze the MBO market. The market for MBOAn MBO involves the transfer of ownership in such a way that the original owners now have either very little or no ownership of the newly formed company. Normally, t

8、he man-agreement team provides part of the value of the purchase from its own personal funds. In some circumstances the MBO team provides all of the funds, in others significant share-holdings are taken by venture capitalists. The presence of the venture capitalists or other financial institutions i

9、s important because the management team has to ensure an adequate return to those who helped fund the MBO; thus they would be expected to provide effective monitoring of the managements actions. The market for MBO consists of three elements: companies willing to sell, management teams willing to buy

10、 and mechanisms for financing deals. In terms of the supply of companies available for MBO, the following are the main sources: Buyouts from independent companies in receivershipAt first glance, MBO from companies in receivership do not appear to have much chance of success given that the same manag

11、ement will be in place after the buyout. However, it is probable that prior to receivership, the MBO team would have had neither the authority nor the freedom to manage in the way it thought best. Buyouts from parent companies in receivership These would provide the same opportunities as above in th

12、at the managers would now be able to make their own decisions.Buyouts from parent companies by means of divestment Divestment occurs for a variety of reasons. Some of these are: activities making insufficient profit; operations may be either loss making or only marginally profitable; assets may be s

13、old to raise capital for projects perceived to be more profitable, or the parent may wish to cease producing specific goods or services. Buyouts as a result of the retirement of the ownerBuyouts as part of the privatization processIn a number of areas, for example buses, freight and rail, he UK Gove

14、rnments policy of transferring assets from the public to the private sector has resulted in the incumbent management successfully tendering for the right to manage the business.Entrepreneurs and entrepreneurshipThere is no single definition of the term“entrepreneur”. However, an entrepreneur may be

15、thought of someone who undertakes a variety of activities. For example an entrepreneur may start a business, change a businesss direction, acquire a business or be involved in innovative activity. Explicit in this is that the entrepreneur is a risk taker and has the opportunity to initiate and imple

16、ment decisions which deal with the uncertain business environment within which the firm operates. The business environment consists of many complex interrelated elements including:Customers;Competition;Economic factors;Social and demographic trends;Government policyboth macroeconomic and microeconom

17、ic;TechnologyWithin the overall environment, the entrepreneur is responsible for identifying and meeting market needs. Entrepreneurs are often discussed in terms of starting a business. Osborne identifies five strategies necessary for successful entrepreneurial start-ups:1 identifying unmet demand;2

18、 developing new products which meet changing market conditions;3 producing marketing and financial plans;4 weighing up risks and rewards;5 having the necessary resources to launch the businessAlthough the emphasis is on start-ups, the strategies apply equally to MBO. This is because, although tradin

19、g has previously taken place, the business is effectively starting a new with a new set of owners and a different senior management team. The process itself opens up continuous opportunities for entrepreneurial activity, notwithstanding the ever-present uncertain operating environment. Usually the p

20、rocess begins with an innovative idea which requires the subsequent setting up of an appropriate organizational framework. This in turn permits the implementation and development of the innovation into the final good or service to be provided. Finally, the success of the process is measured by the g

21、rowth of the organization in terms of strategies, structures, culture, products and performance.Entrepreneurship requires more than just the identification of new opportunities. Additional qualities such as imagination, commitment, decisiveness and self-confidence are also important elements of the

22、entrepreneurial process.The researchIf MBO are driven by entrepreneurial motives, we would expect post-MBO performance to be better than pre-MBO performance. This premise is supported by a number of UK studies. Wright and Coyne found that 38 percent of their sample of MBO experienced substantial, st

23、eady growth in profits, with 72 percent experiencing at least some improvement in profits. Similar significant improvements to profitability were found in other studies. Bannock showed that 37 percent reported substantial increases in profitability, with a further 29 percent experiencing a modest in

24、crease. In contrast, two of the studies also found that quite large minorities of MBO experienced reductions in profitability after the MBO, 24 percent and 16 percent.Thus, the evidence indicates that MBO generally result in measurable improvements in performance. The overall result is consistent wi

25、th the view that MBO present entrepreneurial opportunities for the management involved and that they exhibit the determination and dedication to grasp the opportunities offered.The hypothesesThe general proposition being made is that MBO provide entrepreneurial opportunities for management which had

26、 previously operated within organizations which had had an adverse effect on managerial decision making. This leads to the following hypotheses:H1: Performance will improve in the post-MBO period.H2: The effect on jobs is unclear, but wide-spread job losses would not be expected given that the manag

27、ement would be trying to gain the support of the work-force.H3: Improved financial management would occur. H4: Management efficiency, as measured by net assets turnover, will increase.The data and methodologyA sample of 37 private sector MBO was collected from three sources: first, EXTEL, which is a

28、 database that provides a list of companies subject to MBO; second, The Investors Chronicle, which publishes occasional surveys on MBO; and third, a CSO printout of merger activity which includes MBO. The sample covered a wide range of industries and covered MBO which occurred between 1989-1992.The

29、performance data compared the situation at the time of the MBO with that of two years after the MBO. Data were collected on profit per employee, profit margins, creditor days, debtor days, net asset turnover, employment and sales.The resultsMBO sourcesBy far the most common source of MBO, 87 percent

30、, occurred as the result of parent divestment. Receivership accounted for 8 per cent and retirement the other 5 per cent. The high incidence of divestment may be explained by the widespread strategy of moving back towards a core business. This strategy is likely to have been encouraged as the econom

31、y moved into recession during the period being analyzed.Performance indicatorsIn terms of cash management, the post-MBO period has seen the vast majority of firms, 76 percent, paying their bills more quickly than before. This may be because the suppliers regarded the new firm as exhibiting a higher

32、risk than before and so they insisted on more rapid payment. Although this may improve relations with suppliers, it also means that cash has to be generated more quickly so that the payments can themselves be made. In addition, paying more quickly means that interest is being forgone since the cash

33、is no longer on deposit. However, a more rapid payment may save money if the policy enables the firm to take advantage of discounts available for prompt payment. MBO size and performanceOne of the key arguments behind the growth of MBO is that it frees the new management from the stifling bureaucrat

34、ic and institutional frameworks previously experienced. Implicit in this is an assumption that smaller, more cohesive units are more likely to provide the necessary impetus to realize the available entrepreneurial opportunities. Thus, the impact of size on the performance variables is an important i

35、ssue in the assessment of the success of MBO.There is some evidence that the larger MBO firms increased the length of their payment periods. In contrast, the smaller firms tended to make payments earlier. This suggests that suppliers regarded the new firms as a higher risk than before because they w

36、ere no longer part of a larger, more financially secure organization.As far as employment is concerned, it shows that there is a clear positive relationship between job creation and firm size with almost one-third of the firms increasing jobs occurring in the largest MBO category. In contrast, the s

37、mallest firms had the smallest proportion of increases in employment, (only 18 percent), and the largest proportion of firms shedding workers (some 38 percent). The employment changes highlight some of the conflicts faced within the entrepreneurial process. However, the action may be in response to

38、the business environment in general, and trading conditions in particular. Given that the period under discussion included a recession, the business environment point may be more relevant. ConclusionsMBO are an important element of the market for corporate control. They represent an opportunity for

39、managers to become risk takers by accepting a financial stake in the business. The MBO may also be seen as part of an entrepreneurial process which is triggered by the MBO. Thus MBO conform more closely to the management idea of entrepreneurship as opposed to concepts based on innovative behavior, p

40、ersonal drive or intuition. These types of entrepreneur are more likely to be associated with the conception and start-up phases of a business. The results of the study provide evidence to support the view that MBO activity is driven by the entrepreneurial process. The majority of firms experience i

41、ncreased profitability, with the increase being more common for smaller MBO. A less clear picture emerges when cash management changes are assessed. It may be expected that firms would increase the number of creditor days and decrease the number of debtor days. It has been shown, however, that debto

42、r days were reduced as were creditor days. One explanation of the latter is that suppliers perceived the new firm to be a greater risk and so demanded earlier payment. Alternatively, the reduction may have been part of a strategy to improve relations with suppliers. Once this had been decided (or im

43、posed) a reduction in debtor days becomes vital. Of the nine firms which did increase time taken to pay bills, six also reduced the time in which customers were expected to settle their debts. Thus only 16 percent of the sample behaved in the way originally anticipated.Source: Charlie Weir, (1996) M

44、anagement buyouts and entrepreneurial opportunities, Management Decision, Vol. 34, pp.23-28.译文：管理层收购与创业机会简介：管理层收购即是一家公司被它现有的管理层购买。这些收购往往是母公司分裂出售的结果。这种管理层收购会被视作在这种环境下提供给新的管理团队以出乎意料的机会和挑战，关键的改变是，管理团队成员不再扮演雇员的角色，而是风险承担者。管理层成为一些供应商，或是股东。然而，在金融股权回报上，他们获得了直接的激励共享该公司的盈利能力。没有单一定义上的企业家，但是一个普遍接受的基点，就是把企业家看作一个

45、感知机会，为了抓住这个机会并付诸行动的人。这个人可以是个人或者一个群体的共同行动。管理层收购显然属于这种解释，自从成为新公司的拥有者这事实被表达出来。管理层收购还提供了对所有控制性能辩论的有趣的独到见解。大公司往往有一个分散的股权，被称为，许可管理自由裁量权。其中的一个可能的后果是表现较差。不过，其他模式，例如市场和层次结构（或内部组织模式），主张采取适当的内部结构，防止自由裁量权，并提升性能。然而只有有限的证据支持这一观点。管理层收购是解决这种拥有集中所有权的一个少数明确界定的群体潜在问题的一种方法。本文着眼于管理层收购背后的原因，并讨论了企业家精神的概念是一个有用的分析管理层收购市场的框架

46、。管理层收购市场 管理层收购涉及的所有权转让时这样一种方式，现有原业主要么很少或根本没有新成立公司的所有权。通常情况下，管理团队提供的价值的一部分来自自己的个人资金购买。在某些情况下，管理层收购的团队提供了所有的资金，而其他重要股份则由风险资本家持有。这些风险资本家或者其他金融机构的存在是必要的，因为管理团队必需确保足够回报那些投资管理层收购的，因此，他们预计将提供有关管理部门的行动的有效监控。管理层收购市场由三个部分组成：公司愿意出售，管理团队愿意购买和融资交易机制。在对员工自组公司的供应量方面，主要有以下来源：收购从破产中独立的公司乍看之下，对破产企业进行管理层收购没有考虑到有相同的管里层

47、将在收购后有多少成功的机会。但是，很可能在破产之前，管理团队既没有权利也没有自由按照他们认为最好的方式去经营。在破产中从母公司中进行收购这些将提供上述同样的机会，管理层现在能够做出自己的决定。管理层收购来自母公司剥离资产剥离资产来自各种各样的原因。其中一些是：经营活动使利润不足；行动可能是亏损或获利微薄；可出售资产筹集认为更有利可图的项目资金，或母公司希望停止生产特定产品或服务。管理层收购作为所有者退休的结果管理层收购作为私有化进程的一部分在一些领域，例如公共汽车，货运及铁路，英国政府使国有资产转为私营资产的政策导致现有管理层成功的企业经营权招标。企业和企业家精神对于企业家没有单一的定义。然而

48、，企业家可能会被认为从事各种各样活动的人。举个例子，一个企业家可以创业，改变企业的方向，获得一个企业或参与创新活动。在此明确的是，企业家是一个敢于冒险的人，有机会发起和实施处理该公司在不明朗的商业环境的决定。商业环境由许多复杂的相互关联的要素组成，包括：客户；竞争；经济因素；社会和人口趋势；政府的政策，宏观经济政策和微观经济；技术。在整体环境中，企业家负责确定和满足市场需求。 企业家们经常讨论的创业条件。奥斯本确定了企业家创业阶段成功所必须的五个战略：1.查清尚未满足的需求；2.符合发展变化的市场条件的新产品；3.生产销售和财务计划；4.权衡风险和回报；5.有必要的资源来开展业务。虽然是强调在

49、创业期，但同样适用于管理层收购战略。这是因为，此前发生的交易，公司业务有效地启动了一套新的秩序，有了新的业主和不同的高级管理团队。 这个过程本身开辟了创业活动持续的机会，尽管始终存在不确定的经营机会。通常情况下，以创新的构想开始过程，随后成立一个适当的组织框架。这反过来又允许进入了最后的产品或提供的服务的实施和创新发展。最后，该进程的成功是衡量该组织在战略，结构，文化，产品和性能方面的增长。创业需要的不仅仅是识别新的机会。如想象力，承诺，果断和自信额外的素质，也是创业过程中的重要内容。研究调查如果管理层收购是由创业动机驱使，我们希望以后的管理层收购绩效比以前的好。这个前提被英国的一些研究所支持。莱特和科因发现，百分之三十八的管理层收购经验丰富，利润稳步增长，百分之七十二至少在利润上有一些提高。类似的显著提高盈利也在其他研究中得到发现。班诺克表示，百分之三十七的盈利能力大幅提