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The reasons why a business is acquired by someone else and that someone else's business is acquired. Search and pay attention to Jincai Times Lecture Hall*** **Boss Finance and Taxation Knowledge Learning Platform Click **Learn to**More Boss Finance and Taxation Knowledge**** Only talk about the financial and tax dry goods that the boss can understand.
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It's also a good thing for bosses to see their company being acquired. This shows that the company has value and can be favored by capital. For example, Luo Yonghao's hammer technology was sold to Toutiao due to capital chain problems.
For Luo Yonghao, this is the failure of entrepreneurship. But on the other hand, it's not a bad thing, and the company goes on in a different way.
For employees, if they hold shares in the company, they generally get a sum of money when the company is acquired. However, for ordinary employees, they may face job changes or even layoffs. In real life, this is not uncommon.
The dimensions of the impact are:
1. Changes in culture and management mode.
The change of the company is bound to change the company culture, etc., and it may be necessary to adapt to a new company culture and management model.
2. Change of management.
Leadership is the key to changing the company's working model, so the acquiring company will inevitably replace the employees of the acquiring company with its own management employees; As a subordinate, you have to learn to get along with the new leader.
3. Changes in salary and benefits.
In terms of compensation and benefits, it also means that there are two possibilities: one is that the existing compensation and benefits remain unchanged, and the other is that the new compensation and benefits are implemented according to the new compensation and benefits established by the acquiring company.
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The profit of the company's acquisition is to expand the company's business scale; Absorb talents with management ability to enhance the company's competitiveness. The disadvantage of a company's acquisition is that if the acquired company has too much debt, it may adversely affect the company's operation and management.
Company Law of the People's Republic of China
Article 172:A merger of a company may be a merger by absorption or a merger by a new establishment.
One company absorbs other companies for the merger of absorption, and the absorbed Minzaoqiao Company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.
Article 173:In the case of a merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor does not receive the notice, it may request the company to pay off the debts or provide the corresponding bridge guarantee.
Article 174:When a company is merged, the creditor's rights and debts of the parties to the merger shall be inherited by the surviving company or the newly established company after the merger.
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Legal analysis: If it is an acquisition that is actively sought (or an acquisition that you are willing to take), the possible reasons are: (1) making money, but it can't be listed, and others offer a good price, why not, for example, many game companies are acquired by mergers and acquisitions, which is the reason (2) the main competitors have been listed, and they have raised a lot of money, and it may only be a matter of time before you are destroyed, and it is not a good choice to continue to compete and lose both sides and have no chance of winning.
Legal basis: Company Law of the People's Republic of China
Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by them as stipulated in the articles of association. If the shareholder makes a monetary contribution, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.
If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.
Article 78 To establish a share, there shall be two or more than two and less than 200 initiators, of which more than half of the initiators must have a domicile in China.
Article 79 The promoter of the stock **** shall undertake the preparatory affairs of the company.
The promoters should sign a promoter agreement to clarify their respective rights and obligations in the process of company establishment.
Article 185 The liquidation group shall notify the creditors within 10 days from the date of its establishment and make an announcement in the newspaper within 60 days. The creditor shall, within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if it has not received the notice, declare its creditor's rights to the liquidation group.
When a creditor declares a creditor's right, it shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation group shall register the creditor's rights.
During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.
Article 186 After liquidating the company's assets and compiling the balance sheet and property list, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation.
The company's property is distributed according to the proportion of shareholders' capital contributions, and the shares are distributed according to the proportion of shares held by shareholders.
During the liquidation period, the company shall continue to exist, but shall not carry out business activities unrelated to the liquidation. The company's property shall not be distributed to shareholders until it is repaid in accordance with the provisions of the preceding paragraph.
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There are three benefits of being acquired:
1. The transfer of control can reallocate the operating resources of both parties to the merger and acquisition, and it is possible to achieve scale operation, expand market share, reduce investment risks, improve the competitiveness of enterprises and many other effects.
2. The investment is effective.
3. Easy to enter new fields and overcome industry entry barriers.
Legal basis: Article 3 of the Administrative Measures for the Acquisition of Listed Companies stipulates that the acquisition of listed companies and related changes in equity and interests must follow the principles of openness, fairness and justice. The information disclosure obligor in the acquisition of a listed company and the related changes in equity interests shall fully disclose its interests and changes in the listed company, and strictly perform reports, announcements and other statutory obligations in accordance with the law. There is a duty of confidentiality before the relevant information is disclosed.
The information reported or announced by the information disclosure obligor must be true, accurate and complete, and there must be no false records, misleading statements or major omissions.
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Summary. Good morning, the benefits of the company being acquired: the acquirer manages and pays the money, and does not have to worry about the disadvantages of being unfriendly to employees, a big change, or layoffs, and job transfers.
Hello. Good morning, the benefits of the company's acquisition Bi Yin: the acquirer manages and pays money, and there is no need to hide yourself and worry about the disadvantages of the hand-held banquet is not friendly to employees, a big change, or layoffs, and job transfers.
Second, the advantages of the acquisition of the company are: expanding the company's business scale; Absorb talents with management ability to enhance the company's competitiveness.
What should we pay attention to when acquiring other people's companies, and the advantages and disadvantages of acquiring other people's companies are all our own.
The disadvantage of the acquisition of a company is that the acquired company has too much debt, which may adversely affect the operation and management of the company.
What should I pay attention to when I want to buy someone else's company?
When acquiring someone else's company, pay attention to whether there are any debts.
There are no falsehoods, violations.
How to investigate, open and covert.
It is necessary to pay attention to the composition of the company's assets, equity allocation, asset guarantees, non-performing assets, etc.
Check the company's internal management, finance.
There is also whether the company is mortgaged out.
How much does the acquisition cost and how is it calculated.
According to the value of the company's assets.
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Legal analysis: There will be different evaluations for different companies, and in general, acquisitions can promote the rational use of resources and promote the development of the company.
Legal basis: Article 74 of the Company Law of the People's Republic of China In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to acquire their shares in accordance with a reasonable **:
1) The company has not distributed profits to shareholders for five consecutive years, and the company has made profits and losses for five consecutive years and meets the conditions for distributing profits stipulated in this Law;
2) The merger, division or transfer of the main property of the company;
3) The business period specified in the articles of association of the company expires or other reasons for dissolution specified in the articles of association arise, and the shareholders' meeting passes a resolution to amend the articles of association to make the company exist.
If the shareholders and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholders may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.
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