耗时3个月整理！并购重组实操笔记

Core Viewpoint - The number of IPOs in A-shares for 2024 is only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections Overview of M&A Practices - The article introduces a newly launched "M&A Practical Manual" aimed at helping companies understand the operational practices of mergers and acquisitions [1][2]. Content of the M&A Practical Manual - The manual consists of 342 pages and 173,000 words, divided into 11 chapters, covering key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [3]. Common Capital Operations - The manual outlines various aspects of M&A, including purposes, types of restructuring, payment methods, financing arrangements, and operational processes [4]. Due Diligence - It emphasizes the importance of due diligence, detailing the objects, principles, and methods involved, as well as common issues encountered during the process [4]. Financial Norms and Considerations - The manual discusses the necessity for buyers to evaluate the financial viability of sellers before engaging in M&A, highlighting potential challenges in achieving financial compliance [11]. Government Support - It notes that local governments may provide financial support for M&A activities, and stresses the importance of understanding the implications of such support [13]. Negotiation Techniques - The manual provides insights into negotiation strategies, including preparation, tactics during negotiations, and common pitfalls to avoid [25]. Case Studies - Several chapters include detailed case studies to illustrate the operational logic of M&A, particularly focusing on public companies and various acquisition methods [27][29]. Integration Post-M&A - The final chapter discusses the execution of integration strategies post-acquisition, emphasizing the importance of cultural and operational alignment [30].