Fortune | FORTUNE 2024年11月14日
We analyzed 40,000 M&A deals over 40 years. Here’s why 70-75% fail
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本文深入分析了企业并购的失败原因,指出高达70%-75%的并购交易最终未能实现预期目标,例如提升销售增长、降低成本或维持股价。文章从并购的冲动、价值破坏性目标、高管激励错位等方面探讨了并购失败的根源。研究表明,大型目标、多元化并购和运营薄弱的目标等因素都可能导致并购失败,而高管的激励机制也存在问题,过分强调交易完成而非成功。作者呼吁企业在进行并购时应更加谨慎,并调整高管激励机制,以提高并购的成功率,最终改善经济和投资者的财富状况。

🤔 **并购失败率高企:**根据对过去40年4万起并购交易的统计分析,70%-75%的并购交易未能实现预期目标,例如提升销售增长、降低成本或维持股价,这表明企业并购的成功率令人堪忧。

🏢 **并购动机不当:**许多企业在面临销售放缓、市场份额下降或竞争加剧等压力时,会急于寻求并购来解决问题,而忽视了其他更具性价比的方案,如内部能力建设、合作和合资等。

🎯 **目标选择失误:**研究发现,大型目标、多元化并购和运营薄弱的目标等因素都可能导致并购失败。大型目标的整合难度大,多元化并购缺乏协同效应,而试图重振失败目标也往往事与愿违。

💰 **高管激励错位:**许多企业给予高管完成并购交易的奖励,导致高管更关注交易完成而非成功,而并购失败的惩罚力度往往不够,这不利于提高并购的成功率。

📈 **并购影响深远:**企业并购的成败关系到员工、客户、供应商、经济和投资者等多个方面,因此,提高并购的成功率具有重要意义。

The number of annual acquisitions in the U.S. ranges from 1,200 to 1,500 and reaches 5,000 worldwide, for a total deal value of around $2 trillion. Corporate acquisitions affect shareholders, employees, customers, suppliers, and the economy at large by influencing market competition and productivity.What will shock investors is that 70–75% of acquisitions—presumably done for their benefit—fail, according to our rigorous statistical analysis of no less than 40,000 acquisitions worldwide over the past 40 years. Over that period, most acquisitions miserably failed to achieve their stated objectives of enhancing post-acquisition sales growth, cost savings, or maintaining the buyer’s share price.We are not alone in making this observation. NYU valuation guru Aswath Damodaran once aptly described corporate acquisitions as “the most value-destructive action a company can take.” A study of contested (multi-bidder) acquisitions found that the stocks of those who failed to buy outperformed buyers by 20–25% in the three years post-acquisition.Moreover, our data show a “reverse learning curve”—an increase over time in the M&A failure rate. Here are the main factors our statistical model indicates that detract from acquisitions’ success. Overcoming these failure triggers will substantially improve the outcomes of M&As.The urge to mergeCorporate acquisitions, where an outside business is transplanted into the buyer, resemble human organ transplants in their challenges and risks. Doctors will try any available alternative before resorting to transplants. But that’s not what most CEOs do. Facing a sales slowdown, loss of market share, or worsening of the company’s competitive situation, they yield to worried investors’ pressure and follow the advice of commission-hungry investment bankers and advisors by looking for a big transformative acquisition to save the day.In our research-based book, we elaborate on attractive alternatives to acquisitions, like the development of internal capacity (patents, brands), partnerships, and joint ventures, and we document that their ROI is often higher than that of acquisitions. But in their urge to merge, executives often buy a strategically misfit target, overpay for it, and fail to integrate it properly. Acquisitions should be the last resort, not the first option.Value-destructive targetsOur statistical model relied on 43 distinct variables to identify several key target attributes that adversely affect acquisition success. Examples:Large targets: The integration of a large target into the buyer is particularly difficult and likely to fail since many employees (buyer and target) must be reassigned, lines of control changed, and complicated operating procedures of the partners unified. Large acquisitions often require the buyer to substantially increase debt, which has to be serviced irrespective of the merger consequences, causing the downfall of many acquisitions.Conglomerate acquisitions: Business-unrelated acquisitions now constitute almost 40% of all acquisitions. Those make no economic sense: They provide no synergies because the merger partners operate in different industries, and if an investor wants to diversify their securities portfolio, they can just buy different shares. They don’t need company executives to do it for them and pay a large premium to the target’s shareholders. Indeed, most conglomerate acquisitions fail.Operationally weak targets: Successful CEOs are under the illusion that they can repeat their past success by resurrecting failing targets. This very rarely happens. More destructive target attributes are discussed and demonstrated in our book.Misaligned executive incentivesMany companies pay their CEOs a substantial acquisition bonus just for completing the deal. Executives’ annual compensation also usually increases after acquisitions, since company size is a major determinant of executive pay. And if that’s not enough, we empirically show that serial acquirers serve, on average, four-to-five-year-longer tenure as CEOs than leaders who acquire a few firms. Acquisitions appear in many cases to be tenure insurance for CEOs.Note what’s fundamentally wrong with these arrangements: the emphasis on a deal’s completion rather than on its success. And with an acquisition failure rate at 70–75%, the difference between completion and success is huge. We also show that the penalty for acquisition failure only results, in many cases, in a slap on the CEO’s wrist. Shifting CEO acquisition incentives from acquisition completion to success is key to improving the consequences of M&As.The consequences of corporate acquisitions affect peoples’ lives, the state of the economy, and investors’ wealth. The current state of 70–75% acquisition failure is intolerable. Executives must be more steadfast in their diligence and research before signing a deal to start reversing the widespread M&A failure across essentially every industry vertical and sector.More must-read commentary published by Fortune:The opinions expressed in Fortune.com commentary pieces are solely the views of their authors and do not necessarily reflect the opinions and beliefs of Fortune.A newsletter for the boldest, brightest leaders: CEO Daily is your weekday morning dossier on the news, trends, and chatter business leaders need to know. Sign up here.

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企业并购 并购失败 M&A 高管激励 价值创造
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