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    M&A and private equity operational strategy

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    美國歷史上出現過多次的併購浪潮,併購的方式也隨著時代經濟背景的轉變而不斷演進,管理層併購與槓桿併購也是時代潮流下的產物。而由於槓桿併購和新興財務工具的出現,使得私募基金在近代大為擴張,特別在西元2000年,網路產業的興起,使其經歷了前所未有的資金投入,以及隨之而來的泡沫化。隨著經濟逐漸走出低潮,私募基金又再度興起。研究除了對美國併購產業的演進作一介紹外,並輔以8個不同的個案,探討以下三大主題:.私募股權基金進行併購案之流程與原則性做法:從併購標的的投資審查,到併購案價值評估,最後到協商時所訂定的契約條款。.探討併購的動機與方式等,並將過去美國併購浪潮的演進作一介紹,到研究今日的微軟與雅虎併構案。.管理層收購和槓桿收購之特徵,並探討兩階段資金投入與員工入股計畫之應用。於併購已成為企業日常營運的一部份,而私募基金則以併購或投資企業為其擴張手段,因此本論文除了探討私募基金併購邏輯和模式之外,也將著墨於併購的議題上,且期盼此研究能給予台灣私募基金業者與一般企業有所助益。There were several waves of merger and acquisition (M&A) activities happened in United States. The types of M&A activities varied with the economy transformation. This transformation leaded to the birth of new types of M&A, such as management buyout (MBO) and leverage buyout (LBO). Because of the emergence of LBO and new financial tools, private equity firms expanded in recent years. Especially in year 2000, due to prosperity of network industry, private equity firms` investment reached a new level. Later on, followed with network industry bubbles, private equity firms had their hard time. his thesis introduces not only the evolution of M&A activities in America, but also discusses eight different cases in order to illustrate the following topics:.The procedures and principles of private equity firms` investment. From due diligence to valuation, finally to the design of term sheets..The motivation and methods of M&A. From studying of M&A waves in America history to the discussion of the case of Microsoft acquiring Yahoo!..Studying of the characteristics of MBO and LBO, two stage investment and the applications of Employee Stock Ownership Plan.ince M&A had became a part of companies` operation and the private equity firms also used M&A to expand their operation scales. This thesis focuses not only on the logics and models of private equity firms` M&A, but also on the topics of enterprise M&A activities. Furthermore this thesis is expected to serve the purpose of improving profitability of private equity firms and corporations in Taiwan.第一章 緒論 1一節 研究動機與目的 1二節 研究方法 2三節 論文架構 3四節 研究範圍定義 4二章 私募基金投資流程 5一節 併購的投資審查(Due Diligence) 6二節 私募基金投資案價值評估案價值評估 7三節 私募基金投資契約 13、創業投資基金投資條款清單 13、投資條款清單的內容 14例研究(一):Endeca Technologies (A) 18三章 資金退場機制 28、公司上市 28、併購退出 29四章 併購之定義和類型 31一節 併購動機 31、 公司為何併購 31、公司併購的主要步驟 32二節 併購的方式 33、以現金進行併購交易 33、以換股進行併購交易 34、現金併購/換股併購優劣勢分析 35三節 美國第四和第五次併購浪潮介紹 38、第四次併購浪潮 39、第五次併購浪潮 40例研究(二):Microsoft 與 Yahoo!併購案 45五章 槓桿收購與管理層收購之探討 53一節 槓桿收購 53、 槓桿收購的基本概念 53、 槓桿收購的步驟 54例研究(三):收購失敗案--EFB公司 57、 槓桿收購的方式 58、 槓桿收購的風險 59二節 管理層收購 60、 管理層收購的基本概念 60、 管理層收購的作用 61、管理層收購方式 61、管理層收購程序 62、目標(被收購)公司的特色 65、在面對競爭時,公司為何賣給管理階層? 66例研究(四):AIT Group PLC 69、員工入股計畫(Employee Stock Ownership Plan,ESOP) 73例研究(五): 四通改制案 74例研究(六):United Airlines’ ESOP 78三節 收購投資的新發展—資本結構重組 (Recapitalization) 80、企業資本結構重組的原因 80、資本結構重組的方式與選擇 81例研究(七): Safeway 83六章 研究結論 87一節 研究結論 87二節 後續研究建議 88考文獻 9

    Going Beyond Counting First Authors in Author Co-citation Analysis

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    The present study examines one of the fundamental aspects of author co-citation analysis (ACA) - the way co-citation counts are defined. Co-citation counting provides the data on which all subsequent statistical analyses and mappings are based, and we compare ACA results based on two different types of co-citation counting - the traditional type that only counts the first one among a cited work's authors on the one hand and a non-traditional type that takes into account the first 5 authors of a cited work on the other hand. Results indicate that the picture produced through this non-traditional author co-citation counting contains more coherent author groups and is therefore considerably clearer. However, this picture represents fewer specialties in the research field being studied than that produced through the traditional first-author co-citation counting when the same number of top-ranked authors is selected and analyzed. Reasons for these effects are discussed

    Variations on the Author

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    “Variations on the Author” discusses two of Eduardo Coutinho’s recent films (Um Dia na Vida, from 2010, and Últimas Conversas, posthumously released in 2015) and their contribution to the general question of documentary authorship. The director’s filmography is characterized by a consistent yet self-effacing form of authorial self-inscription: Coutinho often features as an interviewer that rather than express opinions propels discourses; an interviewer that is good at listening. This mode of self-inscription characterizes him as an author who is not expressive but who is nonetheless markedly present on the screen. In Um Dia na Vida, however, Coutinho is completely absent form the image, while Últimas Conversas, on the contrary, includes a confessional prologue that moves the director from the margins to the center of his films. This article examines the ways in which these works stand out in the filmography of a director who offers new insights into the notion of cinematic authorship

    Appropriate Similarity Measures for Author Cocitation Analysis

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    We provide a number of new insights into the methodological discussion about author cocitation analysis. We first argue that the use of the Pearson correlation for measuring the similarity between authors’ cocitation profiles is not very satisfactory. We then discuss what kind of similarity measures may be used as an alternative to the Pearson correlation. We consider three similarity measures in particular. One is the well-known cosine. The other two similarity measures have not been used before in the bibliometric literature. Finally, we show by means of an example that our findings have a high practical relevance.information science;Pearson correlation;cosine;similarity measure;author cocitation analysis

    Dispelling the Myths Behind First-author Citation Counts

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    We conducted a full-scale evaluative citation analysis study of scholars in the XML research field to explore just how different from each other author rankings resulting from different citation counting methods actually are, and to demonstrate the capability of emerging data and tools on the Web in supporting more realistic citation counting methods. Our results contest some common arguments for the continued use of first-author citation counts in the evaluation of scholars, such as high correlations between author rankings by first-author citation counts and other citation counting methods, and high costs of using more realistic citation counting methods that are not well-supported by the ISI databases. It is argued that increasingly available digital full text research papers make it possible for citation analysis studies to go beyond what the ISI databases have directly supported and to employ more sophisticated methods

    Author Index

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    koamabayili/VECTRON-author-checklist: VECTRON author checklist

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    We have done our best to complete the author checklist relating to the use of animals in the hut study. Note that the objective for the hut study was to evaluate the IRS treatment applications for residual efficacy against Anopheles mosquitoes, including the local An. coluzzii mosquito population. Cows were only used to attract mosquitoes into the huts and no tests were carried out directly on the cows. The author checklist is intended for use with studies where experiments are carried out on animals, which is why we have had such difficulty in completing this for the hut study, as many of the questions do not relate to how the cows were used

    Author Under Sail The Imagination of Jack London, 1893-1902

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    In Author Under Sail, Jay Williams offers the first complete literary biography of Jack London as a professional writer engaged in the labor of writing. It examines the authorial imagination in London's work, the use of imagination in both his fiction and nonfiction, and the ways he defined imagination in the creative process in his business dealings with his publishers, editors, and agents. In this first volume of a two-volume biography, Williams traverses the years 1893 to 1902, from London's "Story of a Typhoon" to The People of the Abyss. The Jack London who emerges in the pages of Author Under Sail is a writer whose partnership with publishers, most notably his productive alliance with George Brett of Macmillan, was one of the most formative in American literary history. London pioneered many author models during the heyday of realism and naturalism, blurring the boundaries of these popular genres by focusing on absorption and theatricality and the representation of the seen and unseen. London created an impassioned, sincere, and extremely personal realism unlike that of other American writers of the time. Author Under Sail is a literary tour de force that reveals the full range of London as writer, creative citizen, and entrepreneur at the same time it sheds light on the maverick side of machine-age literature.Intro -- Title Page -- Copyright Page -- Dedication -- Contents -- Acknowledgments -- Introduction -- 1. Spirit Truth -- 2. From Absorption to Theatricality and Back Again -- 3. "I Will Build a New Present" -- 4. Sons as Authors -- 5. Fathers as Publishers -- 6. The Daughter as Author -- 7. Lovers as Authors -- 8. At Sea with the Family -- 9. Yellow News, Yellow Stories -- 10. The Return Home -- Notes -- Bibliography -- Index -- About Jay WilliamsIn Author Under Sail, Jay Williams offers the first complete literary biography of Jack London as a professional writer engaged in the labor of writing. It examines the authorial imagination in London's work, the use of imagination in both his fiction and nonfiction, and the ways he defined imagination in the creative process in his business dealings with his publishers, editors, and agents. In this first volume of a two-volume biography, Williams traverses the years 1893 to 1902, from London's "Story of a Typhoon" to The People of the Abyss. The Jack London who emerges in the pages of Author Under Sail is a writer whose partnership with publishers, most notably his productive alliance with George Brett of Macmillan, was one of the most formative in American literary history. London pioneered many author models during the heyday of realism and naturalism, blurring the boundaries of these popular genres by focusing on absorption and theatricality and the representation of the seen and unseen. London created an impassioned, sincere, and extremely personal realism unlike that of other American writers of the time. Author Under Sail is a literary tour de force that reveals the full range of London as writer, creative citizen, and entrepreneur at the same time it sheds light on the maverick side of machine-age literature.Description based on publisher supplied metadata and other sources.Electronic reproduction. Ann Arbor, Michigan : ProQuest Ebook Central, YYYY. Available via World Wide Web. Access may be limited to ProQuest Ebook Central affiliated libraries
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