The definition of merger usually refers to the economic behavior that an enterprise purchases the property rights of other enterprises in cash, securities or other forms, so that other enterprises lose their legal personality or change their legal entities and gain decision-making control over these enterprises. Purchase means that an enterprise purchases part or all of the assets or equity of another enterprise in cash, bonds or stocks in order to gain control over the enterprise. There are generally two kinds of acquisition targets: equity and assets. The main differences between equity acquisition and asset acquisition are: equity acquisition is the acquisition of shares of an enterprise, and the acquirer becomes the shareholder of the acquired party, so it has to bear the creditor's rights and debts of the enterprise; The acquisition of assets is just the sale of general assets. Since the acquisition of assets did not acquire the shares of the target company, the acquirer does not have to bear its debts. Similarities in M&A There are many similarities in M&A, mainly as follows: 1. The basic motives are similar. Either expand the market share of enterprises; Either expand the scale of operation and realize scale operation; Either broaden the business scope of enterprises and realize decentralized operation, or integrate operation. In short, they are all external expansion strategies or ways to enhance the strength of enterprises. 2. Both of them are based on enterprise property rights. The difference between M&A is: 1) In M&A, the merged enterprise no longer exists as a legal entity; In the acquisition, the acquired enterprise can still exist as a legal entity, and its property rights can be partially transferred. 2) After the merger, the merged enterprise becomes the new owner of the merged enterprise and the undertaker of creditor's rights and debts, and the assets, creditor's rights and debts are converted together; In the acquisition, the acquired enterprise is the new shareholder of the acquired enterprise, and bears the risks of the acquired enterprise to the extent of the capital contribution. 3) Mergers often occur when the merged enterprise is in poor financial condition and its production and operation are stagnant or semi-stagnant. After the merger, it is generally necessary to adjust production and operation and reorganize assets; Acquisition generally occurs in the normal production and operation of enterprises, and the flow of property rights is relatively peaceful. Because the relationship between them far exceeds their differences in operation, merger, merger and acquisition are often used together as synonyms, collectively referred to as "merger" or "merger", which refers to the property rights transaction activities carried out by enterprises under the role of market mechanism in order to obtain the control rights of other enterprises. In the future discussion, we will no longer emphasize the difference between the three, but refer to M&A as "buyer" or M&A enterprise, and M&A as "seller" or target enterprise. Refers to the act of merging two or more companies into one company according to contracts and laws. Company merger includes two forms: absorption merger and innovation merger. The former refers to the merger of two or more companies, in which one company becomes a surviving company by absorbing other companies, and the latter refers to the merger of two or more companies to form a new company.
Legal objectivity:
Narrow sense of merger refers to the economic behavior that enterprises acquire the property rights of other enterprises through property rights transactions under the function of market mechanism, so that these enterprises lose their legal personality and gain control. Narrow sense of merger is equivalent to absorption merger in company law and accounting. Broadly speaking, merger refers to an economic behavior in which an enterprise obtains the property rights of other enterprises through property rights transaction under the function of market mechanism and tries to gain control rights. Generalized merger includes not only absorption merger, but also new merger and holding. Acquisition refers to the purchase of assets and equity of an enterprise. Acquisition covers a wide range of contents, and the result may be to own almost all the assets or shares of the target enterprise, thus merging; It may also be to acquire a large part of the shares or assets of the enterprise, thus controlling the enterprise. What is the difference between enterprise merger and acquisition? M&A (business combination) means that enterprises take various forms to receive the property rights of other enterprises for compensation, so that the acquired party loses its legal person status or changes the economic behavior of legal entities. The forms of business combination are: ① Debt combination, that is, under the condition of equivalence of assets and debts, the merging party accepts its assets on the condition of bearing the debts of the merged party; (2) Purchase M&A, that is, M&A in which the acquirer invests to purchase the assets of the acquired enterprise; (3) Incorporation of shares, that is, the owner of the merged enterprise invests the net assets of the merged enterprise as shares in the merged party, thus becoming a merger method for the shareholders of the merged enterprise; (4) Holding merger, that is, a way for enterprises to realize holding merger by purchasing the equity of other enterprises. Acquisition refers to the behavior that an enterprise changes its business decision-making power by buying shares of a listed company. Merger refers to the act of merging two or more companies into one company according to contracts and laws. Enterprise merger includes two forms: absorption merger and innovation merger. The so-called absorption merger refers to the merger of two or more companies, one of which becomes a surviving company because of the absorption of other companies; The so-called innovation merger means that two or more companies innovate to create a new company through merger. M&A is a subordinate relationship, which is included in the broad concept of merger. Merger is a form of merger, that is, absorption merger; Acquisition is a form of merger, that is, the similarity between holding merger, acquisition and merger is: 1, and their objects are the same. They are all forms of enterprise property rights transactions, and their transactions are aimed at enterprises as commodities. 2. These three behaviors are paid transfer of enterprise property rights. As far as its activities are concerned, they are all business, and the only difference is the way of buying and selling. 3. They are all external expansion strategies adopted by enterprises for their own development. Through this external expansion strategy, we can strengthen the competitiveness of enterprises and expand their economic strength, which is conducive to the continuous improvement of enterprise management and economic benefits. Merger, acquisition and merger, as different forms of capital operation, have different characteristics. The difference between them is as follows: 1. The legal person qualification of the enterprise participating in the merger disappears with the merger, and it obtains the legal person qualification by forming another new enterprise; In merger (merger), the merged enterprise renounces its legal person status and transfers its property rights, while the merging party accepts the property rights, obligations and responsibilities. It can be seen that the enterprises involved in the merger or the merged enterprises will lose their original legal personality in the generalized merger including the merger; In the process of acquisition, the acquired enterprise still exists as an economic entity, and the acquired party still has the legal personality, and the acquirer only holds part of the company's ownership and business decision-making power through holding. 2. After the newly formed enterprises in innovative mergers and acquisitions are formed, the original legal person qualifications of the participating enterprises all disappear, so the debts of the original enterprises belong to the merged enterprises. In debt M&A, the acquired enterprise absorbs the debt and overall property rights of the acquired enterprise, which shows that M&A is realized by taking on the debt of the acquired enterprise. The transaction of merger behavior is also determined by the proportion of debt to the overall property value; In the purchase merger, the acquirer needs to pay off the debts while completing the merger; The owner of the merged enterprise and the merged enterprise enjoy the right to share dividends and jointly assume the debt obligations. In the first two forms of merger, the original owner transfers the original assets, creditor's rights and debts together, and the merging party becomes the new owner and debtor of the enterprise assets. In stock merger and acquisition, some people in the acquired party take the net assets of the enterprise as the share capital and become the shareholders of the acquired party, but they are in debt to the acquired party. In the acquisition, the acquired enterprise, as the new shareholder of the acquired enterprise, is not jointly and severally liable for the original debt of the acquired enterprise, and its risk liability is limited to the share capital contributed by the holding company. 3. Acquisition and merger have different new obligations to creditors. When the company decides to merge, it shall immediately prepare a balance sheet and a property catalogue to clarify the property status and provide it to the creditors for inspection.