著者

古瀬 公博

出版者

特定非営利活動法人 組織学会

雑誌

組織科学 (ISSN:02869713)

巻号頁・発行日

vol.42, no.1, pp.48-60, 2008-09-20 (Released:2022-08-20)

参考文献数

30

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本論文の目的は,中小企業の合併・買収を分析対象として,その取引の特徴を「贈与と売買の混在する交換形態」として整理することである.贈与と売買は必ずしも対立しあうものではない.中小企業M&Aを観察すると,同一の財の取引においても贈与と売買の要素が混在し,また,混在することによって取引が成立していることが理解できる.贈与と売買の二分法では捉えきれない多様な交換形態が存在するのである.

著者

古瀬 公博

出版者

経営史学会

雑誌

経営史学 (ISSN:03869113)

巻号頁・発行日

vol.39, no.1, pp.50-69, 2004-06-24 (Released:2009-11-06)

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This paper analyzes the professionalization of the business appraisal service in the United States. As the number of mergers and acquisitions increased in the United States, the need for business valuation increased. The business appraisal service is used to, for example, mitigate conflict in selling price between the acquirer and the acquiree.The business appraisal service gradually grew after the 1950s and developed extensively in the 1980s. The growth of private company acquisitions and divestitures in the 1980s promoted its development. The main actors who provided business appraisal services were asset appraisers and accountants. They established the status as a profession after the Great Depression. Asset appraisers mainly appraised tangible property, especially machines, for insurance or tax purposes. Accountants reported and analyzed corporate financial data. Supplying business appraisal services and appraising expected corporate value, they changed their main technique from “retrospective” or “fact-finding” types to “prospective” or “forecasting.” As the business appraisal industry grew, many problems occurred due to the lack of appraisal skills or fraud. Four professional associations set up new licenses for business appraisers in order to provide appropriate appraisal services. In 1978, Institute of Business Appraisers (IBA) issued a license, the first in the United States, for appraisers specializing in private companies. Recently, confronted with member-seeking competition from other professional associations, such as IBA and other organizations, American Institute of Certified Public Accountants also issued a license for business appraisers in 1997. These associations examine their members' appraisal abilities, impose a code of ethics on their members, and provide training programs for their members with the intention of improving the quality of the business appraisal service.

著者

古瀬 公博

出版者

日本経営学会

雑誌

日本経営学会誌 (ISSN:18820271)

巻号頁・発行日

vol.11, pp.3-15, 2004

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This paper analyzes the effects of the development of the market for corporate control upon organizational structures or management processes. Researches on the market for corporate control have focused on the effects upon shareholder value. But we guess that the market for corporate control will urge executives not only to increase their shareholder value, but also to undertake corporate management that will facilitate buying or selling business units of the company. In this paper, we focus on the latter effects and analyze the aspects of organizational structure or management process that ease buying or selling business units. Some key aspects of that are examined by the case study of R. P. Scherer Corporation, softgel capsules manufacturer, which was resold to Cardinal Health Inc. by Shearson Lehman Hutton Holdings. R. P. Scherer under control of Shearson Lehman Hutton was transformed into "the modular-corporation" which means the corporation divided into small business units, decentralized, and standardized. Dividing the corporation into small units brings down the acquisition price of each individual unit. Decentralized organization minimizes the influence of the change of headquarters upon the sold business units. Standardized management process decreases the need of learning the way of managing the sold divisions. These aspects of the modular-corporation increase the ease in buying or selling business units. The modularization of corporation facilitates buying or selling business units, but shrinks a synergy effect that is one of goals of purchasing business units. In order to gain the synergy effect, middle managements need to share management resources of each unit. But, if the acquirer also considers selling any business units in the future and decentralizes the organizational structure, coordination between middle managements will not be made by upper managements and the synergy effect will not be realized enough. This "unrealized synergy effect" problem is an important insight to be drawn from the analysis in this paper.