기업인수_합병과_조인트벤처

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【1】기업인수 합병과 조인트벤처
Ⅰ.도입···················································································1
1.용어정리·············································································1
Ⅱ. 기업인수합병 역사, 필요성등 ··················································6
1.기업인수합병역사··································································6
2.기업인수합병의 필요성···························································6
3.M&A가 촉진된 배경·······························································7
4.M&A의 성공과 실패·······························································8

【2】기업 인수의 실패요인
Ⅰ.기업 인수 실패요인 분석························································10
1.시장 잠재력에 대한 낙관적인 평가············································11
2.시너지효과에 대한 과대평가····················································11
3.인수대상기업에 대한 실사 소홀················································11
4.과열된 입찰········································································12
5.인수 후 통합관리의 소홀························································12
6.기업인수에 있어서의 전형적인 실패 패턴····································13
Ⅱ.대표적인 M&A 해외 실패 사례·················································13
1.독일의 다임러벤츠와 미국의 크라이슬러 회사의 합병 ····················13
2.시얼스로벅스의 딘위더레이놀즈 및 코올드웰뱅커 인수····················14
3.AOL +타임워너 ··································································14
4.AT&T+미디어원 ··································································14
5.BOA + 시큐리티퍼시픽 ························································15
6.노벨의 워드퍼펙트 인수·························································15
Ⅲ.M&A 국내 실패 사례<현대전자와 LG반도체의 합병>·······················16
1.배경·················································································16
2.메모리반도체 사업의 특성······················································17
3.재무구조···········································································17
4.기업문화의 이질성································································19
5.하이닉스(구 현대전자)의 미래··················································19
【3】사례를 통해 살펴본 성공한 기업인수합병
Ⅰ.M&A의 이론연구····································································21
1. 기업인수․합병에 관한 개요····················································21
2. 기업인수․합병의 유형···························································22
3. 기업인수․합병의 진행과정과 합병 시 고려요인·····························25
Ⅱ. M&A의 사례 연구
- 삼성중공업 중장비 부문 매각, 일렉트로녹스··································26
1. 회사 개요··········································································26
2. 매각과 인수동기··································································28
3. 매각과 인수과정··································································28
4. 매각과 인수방식 조건···························································29
5. 매각과 인수를 통한 기업이익··················································30
6. 매각과 인수 이후의 두 회사 ··················································30
7. 볼보건설기계코리아(VCEK)의 PMI (Post Merger Integration)활동······31
(사례 2) Electrolux ··································································31
1. Electrolux의 사업영역···························································31
2. Electrolux의 매출성과···························································32
3. Electrolux의 인수합병 분석 ······················································34
Ⅲ. 결 론···················································································38

【4】조인트 벤처
Ⅰ.조인트 벤처란? ···································································40
Ⅱ.조인트 벤처와 유사한 의미의 용어들.·········································41
1. 합작 회사·········································································41
2. 공동기업 ·········································································41
Ⅲ.사례··················································································42
1. 폴리플러스, “포휴먼텍, 주름개선제 기술이전.. 상용화 추진.”········42
2. 하이닉스, 장쑤성 우시시에 후공정 합작사 설립·························42
3. 인천항 ,아암물류2단지 FTA존, 글로벌 유통기업존 등 추진 ··········43
4. 피아트-광저우車, 중국 내 합작공장 설립 ·······························44
5. SK건설, 사이디에 시공회사 설립···········································46
6. 문화기술 R&D 공동사업······················································47

본문내용

【1】기업인수 합병과 조인트벤처
Ⅰ.도입
1.용어정리
(1)기업인수 합병(M&A [mergers and acquisitions])이란?
경영환경의 변화에 대응하기 위하여 기업의 업무 재구축의 유효한 수단으로 행하여지는 기업의 매수·합병.

어떤 기업의 주식을 매입함으로써 소유권을 획득하는 경영전략이다. M은 기업합병을, A는 매수(종업원 포함)를 뜻하며 M은 매수한 기업을 해체하여 자사(自社) 조직의 일부분으로 흡수하는 형태를, A는 매수한 기업을 해체하지 않고 자회사·별회사·관련회사로 두고 관리하는 형태를 말한다.

미국에서는 기술혁신에의 대응이나 기업다각화 전략의 일환으로 활발하게 전개되어, 이미 1980년대 전반에 4차 붐을 거쳐 5차 붐을 맞았으나, 1987년에 들어와 그 건수가 급격히 감소하였다. 일본에서도 이 붐을 타고 1987년 97건의 M&A가 행하여졌다. 이와 같은 M&A는 사회구조 ·산업구조의 변화와 인간의 의식구조 변화, 그리고 생활양태의 변화와 같은 시대적 조류를 배경으로 한다.

M&A는 투기를 목적으로 하는 단기수익추구형과 경영방식의 개선을 위한 경영다각화형으로 나눌 수 있는데, 한국의 기업은 주로 후자의 입장에서 현지 생산 ·판매, 경영 노하우 습득, 선진국의 무역장벽 극복, 국제화의 발판 마련 등을 위하여 외국기업의 인수 ·합병에 주력해 왔다. 1990년대에 들어와 러시아·중국·동유럽 국가들의 경제환경 변화 등을 감안한다면, 대상지역의 다변화와 대상업종의 다양화를 위한 국내 은행의 지원체제와 전문인력 양성 등이 시급한 문제로 지적되고 있다.

1) 단기수익추구형
예로써 벌처펀드를 들 수 있는데 벌처펀드(Vulture Fund)는 부실한 자산을 싼 값으로 사서 경제 여건이 좋아지면 비싼 값에 되팔아 차익을 내는 기금이나 회사를 말한다. 벌처란 독수리를 뜻하는데 썩은 고기를 먹는 독수리의 습성처럼, 파산한 기업이나 경영난에 빠져 있는 부실기업을 저가에 인수한 뒤 되팔아 단기간에 높은 수익을 올리는 자금을 말한다. 벌처펀드의 성공확률은 30%에도 못 미치는 것으로 알려져 있다.

참고 자료

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