上市公司并购难在哪儿？47个成功与失败案例分享

Core Viewpoint - The article highlights three major pain points in corporate mergers and acquisitions (M&A): unclear strategic positioning, complex transaction structure design, and ineffective post-merger integration, along with increasing tax planning and compliance challenges [1]. Group 1: Pain Points in M&A - The first pain point is the ambiguity in strategic positioning, leading to a disconnect between M&A targets and the company's development [1]. - The second pain point involves complex transaction structures, with frequent issues in valuation model selection and unreasonable earn-out clauses, resulting in subsequent disputes [1]. - The third pain point is the lack of effective post-merger integration, where cultural conflicts, difficulties in management team integration, and risks of financial fraud hinder the realization of synergies [1]. Group 2: Tax Planning and Compliance - Tax planning and compliance issues are becoming increasingly prominent, with operations like capital reserve transfers and asset transfers involving complex tax policies [1]. - The limitations of the "debt assumption" rules in Document No. 59 and the tax treatment of reverse mergers present significant challenges for corporate finance teams [1]. Group 3: Upcoming Seminar - A seminar titled "M&A Full Process Practice, Transaction Structure Building, and Capital Transaction Tax Case Sharing" will be held from June 20-22, 2025, in Shanghai, focusing on practical aspects of M&A [1]. - The seminar aims to provide in-depth analysis of transaction structure building, pricing and valuation logic, tax optimization schemes, and risk identification techniques through numerous case studies [1]. Group 4: Seminar Schedule and Speakers - The seminar will feature various sessions led by experts, including Z, G, H, and Q, covering topics from the full M&A process to capital transaction tax practices and valuation strategies [2][3][4][5][6][7]. - Each day of the seminar will focus on different aspects of M&A, including practical execution, tax case analysis, and pricing and valuation strategies [12][15][18]. Group 5: Registration and Fees - The registration fees are set at 5,800 RMB per person for early bird tickets (before June 6) and 6,800 RMB for individual learning [8]. - The seminar will take place in Shanghai, with specific location details provided one week prior to the event [8].