What are the main differences between company merger and reorganization?

1. What are the main differences between company merger and reorganization? Asset reorganization and company merger and acquisition are two different concepts. Asset reorganization focuses on the change of asset relationship, while M&A focuses on the transfer of equity and corporate control. For the company, even if the controlling right of the company changes, as long as there is no injection or divestiture of assets, the assets owned by the company have not changed, but the ownership structure of the company has changed and the controlling right has been transferred. M&A includes two meanings and two ways. It is customary to use M & amp； together internationally, collectively referred to as M&; A, this is called merger and acquisition in our country. That is to say, M&A between enterprises is an act of obtaining the property rights of other legal persons in a certain economic way on the basis of equality, voluntariness and equal compensation, and it is a main form of enterprise capital management. Merger and acquisition of enterprises mainly includes three forms: company merger, asset acquisition and equity acquisition. Reorganization refers to the planned implementation behavior formulated and controlled by enterprises, which will significantly change the organizational form, business scope or mode of operation of enterprises. Matters that belong to reorganization mainly include: ① selling or terminating part of the business of the enterprise; (2) make major adjustments to the organizational structure of the enterprise; (3) Close some business premises of the enterprise, or relocate business activities from one country or region to other countries or regions. Reorganization also includes share split, merger, capital reduction (partial repayment) and renaming. Second, how to conduct mergers and acquisitions of listed companies? 1, evaluation of the value of the target company before merger and reorganization. In essence, the evaluation of the target company's value means that the acquirer makes a comprehensive and systematic analysis of the income obtained from the merger according to the cost it needs to pay, so as to make a correct economic evaluation of the target company. Value evaluation is a complicated task, and enterprises should choose cash flow method, replacement cost method, price-earnings ratio method and market value method according to specific M&A activities. Evaluation should be carried out from multiple angles, comprehensive evaluation should be carried out by various methods, and specific problems should be analyzed in order to maximize the value benefit after merger and acquisition. 2. In the process of merger and reorganization, improve the capital market. Merger and reorganization of enterprises is a market-based property right transaction, which is itself a capital movement, and this movement must rely on the capital market. Perfecting the developed capital market is a necessary condition for effective mergers and acquisitions. Therefore, we must deepen enterprise reform, increase the variety of transactions in the capital market, vigorously develop investment funds, speed up the progress of legislation, and standardize the capital market. 3. After the merger and reorganization, about the integration work. After the merger and reorganization of enterprises, we should consider the integrated development. Integration is an internal management strategy, which promotes the core competitiveness of enterprises and produces scale effect by integrating various internal resources and external relations. Specifically, it should include enterprise strategic adjustment, industrial repositioning, new market development, stock assets integration, personnel integration and so on. In fact, whether it is the merger of companies or the reorganization of assets, it is a very important operation mode for companies. Be fully prepared before merger or asset reorganization. If the operation is not good in the process, it may also bring unexpected consequences to the enterprise. There are many forms of enterprise merger and acquisition, such as merger, asset acquisition and equity acquisition, which require a full understanding of economic market and financial knowledge.