家族企业收购私募股权和战略变革[文献翻译].doc

原文：Family-Firm Buyouts, Private Equity, and Strategic ChangeThe European private equity and buyout market has grown in prominence over recent years. The Centre for Management Buyout Research (CMBOR，2008) has shown that the annual number of management buyouts rose from l212 in 1998 to 1,436 by the end of 2007. Buyouts of family firms represent one of the most important features of this market, with the number of deals increasing from 45 in 1998 to 559 in 2007 and the combined value from 11.2 billion to 18,3 billion over the same period. In 2007 family firms contributed 38% of the number and 11% of the value of the whole European buyout market. Management buyouts (MBO) and buy-ins (MBI) thus represent an important succession option in family firms. They also provide an important deal source for private equity firms. Yet, while much attention in the private equity and buyout market has been on large public-to-private transactions, the family buyout part of the market is not well understood (Cumming, Siegel and Wright ，2007). The focus in large public-to-private transactions and divisional buyouts has been on the resolution of incentive and control problems through the introduction of new ownership and governance structures in the form of managerial equity ownership, commitment and pressure to service debt, and in many cases ownership and active involvement by private equity firms (Wright and Bruining ，2008). In contrast, the typical family firm has traditionally been assumed to be owned and managed by a concentrated group of family members where the firms objectives are closely linked to family objectives. Families typically do not regard their firms as mere economic units pursuing the goal of profit maximization. Instead, families also strive for noneconomic goals. As a result, the tightness of grip of a family over its firm adds an important dimension to the analysis of the strategies of family firms.The changes occurring on the buyout of a family firm may lead to changes in goals and strategies compared to the previous ownership regime, and these strategic changes may influence firm survival or failure. The change in strategy is motivated by one of the following two factors; first, the firm may have been underperforming and new strategies must be adopted to correct this (efficiency buyout). Second, the new owners will have the freedom to pursue their own interests in terms of business direction and/or diversification (growth/expansion buyout). The presence of founders, shareholding non-family managers, or nonfamily non-executive directors on the board may have different effects on the buyout process and on the business strategies adopted before and after the buyout. Changes in strategy are also due to the ownership and governance of the firm before the buyout as well as the new financial structure and the need to meet resultant servicing costs.In light of these issues, the purpose of this article is twofold;1. We provide an overview of developments in the family-firm buyout market. Specifically, we examine trends in the number and value of deals, deal sizes, share of the total buyout market, employment, and the role of private equity. We use CMBORs unique database comprising the population of 30,000 European buyouts as the source for this analysis.2. We undertake a detailed study of strategic changes in family firms as a result of a buyout. Specifically, we examine whether changes in the strategy of former private family firms are affected by the ownership and governance of the firm before the buyout. These issues are examined using a novel hand-collected representative questionnaire survey of 104 private family firms across Europe which had a buyout funded by private equity between1994 and 2003.Family firms provide a constant and abundant source of potential targets for incumbent managers and private equity (PE) companies. Buyouts of family firms enable the resolution of succession problems and. By catalyzing entrepreneurial activity, can improve the operating efficiency of the firm and enable growth. This section presents an overview of trends in this important part of the buyout market, focusing on number and value of deals, deal sizes, share of the total buyout market, employment, and the role of private equity. All data refer to buyout transactions of family firms unless otherwise stated, and all data refer to Europe unless otherwise stated.In 2007, 559 family-firm buyouts and buy-ins were recorded by CMBOR across Europe, amounting to a total value of 18.3 billion. There had been a dip in buyout activity between 2000 and 2003, in line with a somewhat weaker overall buyout market during that period. Since then buyout activity in family firms has recovered, and the 2007 figure was a new record by number and value.A comparison of trends by country reveals that the increase in deal numbers has been relatively uniform across most of Europe. Over the past 10 years, buyout activity in terms of number of transactions has increased in most national markets. The total value of family-firm buyouts has fluctuated on an annual basis in many of the European markets, and no clear pattern has emerged. However, due to the rise in number of this type of buyout, the total value reached a new record in 2007.The average deal size of buyouts of family firms is much lower than the average deal size of all transactions. The trend in the average deal size of family buyouts over the past 10 years shows that these deals have remained at a relatively constant level of about26 m, while average deal size for all buyouts has increased significantly, from 36 m in 1998 to almost 120 million in 2007. This increasing gap reflects the major growth in large public-to-privates, divestments, and secondary buyouts across Europe in recent years.Family firms have been a constant and abundant source of buyouts. Between 1998 and 2007, about 29% of all buyouts in Europe were family-firm transactions. However, these deals represented only 11% of the total value of all buyouts over this period, further underlining the fact that buyouts in family firms are generally much smaller than other types of buyouts.Over the last 10 years, the proportion of the buyout market accounted for by family-firm deals decreased until 2002 (23.2%) and started to rise again in 2004, reaching 38.3% of deal numbers by the end of 2007. The proportion of the total market accounted for by family-firm buyouts based on total value also saw a sharp decline from 1998 to 2000. Since then the value of family-firm buyouts has fluctuated between 10 %and 15% of total market value. An international comparison of the 10-year averages of the share of the buyout market attributable to family-firm deals shows significant variation between countries. In France, Italy, Spain, and the UK, this proportion is a third or more of all transactions in terms of deal numbers. A possible reason might be that these countries contain a considerable stock of family firms, thus fueling buyout transactions.Germany shows a surprisingly low market share given its huge number of family owned Mittelstand companies. This may be linked to the general poor understanding and possible mistrust of private equity and also the close links German companies have had historically with their local banks.An analysis of the 10-year average number of employees per company shows that the size of the former family firms varies considerably among European countries. While German family firms have been well above average, UK family firms are generally smaller and below the European average.Buyouts can be financed by individuals using their own financial resources along with bank debt or by private equity (PE) firms or a combination. The majority of buyouts of family firms are backed by a financial sponsor with the 10-year average showing that 62% of lit buyouts of family firms were PE-backed.Non-PE-backed buyouts are significantly smaller than PE-backed transactions for family firms. Over the last 10 years, the average deal size of non-PE-backed family firm buyouts was about 7 m, compared with an average deal size of about 41 m for PE-backed deals from this source. Family-firm buyouts thus represent an important source of deals for private equity firms.Family-firm characteristics before a private equity-backed buyout may influence the degree and focus of strategic changes after a buyout. We examine characteristics relating to ownership and founders involvement pre-buyout, ownership stake of non-family management pre-buyout, existence of non-family, nonexecutive directors pre-buyout, and management and private equity firm participation in succession planning. Our evidence is based on a representative survey of 104 private family firms across Europe which had a buyout funded by private equity between 1994 and 2003. A broad definition was adopted, with a family firm defined as having more than 50% of the ordinary voting shares owned or controlled by a single family group related by blood or marriage, and the firm is perceived to be a family business.The respondents were in senior positions: CEOspresidents (83%), directors including deputy CEO (15%), and senior management (2%). The strategy of the firm is compared before and after the buyout where growth/ expansion. The sample was divided into various subgroups related to the company characteristics concerning ownership and management. University analysis was then used to determine whether the observed changes in strategy of these subgroups was significant.When the family firm had been founded by the previous owners, the changes in strategy post-buyout are generally more numerous and more significant than when the firm had been purchased or inherited by the pre-buyout owners. This implies that the founder/owner has been dominant in terms of deciding company strategy and that once she/he relinquishes ownership, the management is free to make the changes deemed necessary for the survival and growth of the firm.Several changes in strategy were common to firms that were founded or non-founded by the previous owners. While both types of firms showed strategic changes with regard to an increased emphasis on returns from operations and capital restructuring, founded firms also indicated a change in strategy with regard to sales growth, market share, short-term profitability, and long-term profitability. Thus, the two different strategies of growth expansion and efficiency improvements are fairly equally important.Strategic changes after a buyout of a family firm were greater if the firms founder was still present at the time of the buyout. There are three possible explanations for this finding: 1) founders may not provide adequate leadership as firms need to transition into more advanced growth phases; 2) founders may be unable to adjust their decision-making styles where changes in the market environment suggest a need to change strategy; and 3) successful founders may become overly conservative in an effort to preserve the wealth they have created, even though the firm may have growth opportunities.The changes in firm strategy were more numerous and more significant when there were no non-family managers with ownership stakes. This finding indicates that management who had some ownership stake were potentially able to influence strategic direction before the buyout and that major changes after the buyout were not necessary. If the managers of the family firm were not family members and did not hold equity stakes before the buyout, their influence on strategic direction before the buyout might have been very limited, since the ultimate decision might have rested with the owners. These non-family managers without equity stakes were only able to effect change once the buyout had taken place and they had become the new owners.Several changes in strategy were common to firms with and without non-family management with equity stakes. Those strategies specific to firms without nonfamily managers with equity stakes were net profit, cash flow, short-term profitability, sales growth, and market value increment and market share expansion. Thus, the two different strategies of growth/expansion and efficiency improvements are fairly equally important.The governance of the family firm before the buyout could be in the hands of non-executive directors (NEDs) that did not belong to the family. The results indicate that more strategic changes are associated with the absence (of non-family NEDs before the buyout. If NEDs before the buyout were not family members, their advice should be more financially oriented (as opposed to family oriented). If good advice had been given before the buyout and some changes had already been implemented, major strategic changes may not be necessary post-buyout.In the absence of pre-buyout, non-family NEDs, the new owners were able to implement their ideas post-buyout primarily in terms of efficiency gains. This could indicate that firms with NEDs were more effective and did not need to change their strategy so much post-buyout.Governance can also be applied at the time of succession planning, although many firms fail to plan for succession at all. In this study about 60% of the family firms questioned underwent succession planning in the period of up to two years before the event. Nevertheless, if succession was planned, management before the buyout as well as the financing private equity firm might participate in this planning and thus influence the strategic changes in the aftermath of the buyout. When management before the buyout was involved in succession planning, strategic changes were stronger compared to succession planning without the managements involvement. Managements involvement in succession planning might have enabled them to articulate possibilities for new strategies, to place themselves in an advantageous position to influence the mode of succession, i.e., through a buyout, and to convince financiers they needed to have a clear strategy that would lead to the generation of significant gains. Changes with regard to efficiency improvements were stronger if management participated in succession planning.When a private equity firm participated in succession planning, strategic changes were substantially greater than without participation of a private equity firm. As a precondition for investment of a private equity firm in the buyout, they needed to perceive chat there would be upside gains from investing in the deal.Given the expertise of these firms and their access to information regarding opportunities, they showed strategic changes in improving efficiency and growth/ expansion, but the majority were associated with efficiency gains.Source: Scholes 2009 family business acquisitions, “private equity and strategic chance” private equity Spring2009 No.2,pp.65-71译文：家族企业收购，私募股权和战略变革近几年欧洲的私人股权和管理层收购市场增长迅速。管理层收购研究中心表明（CMBOR,2008），管理层收购从1998年的1，212宗增至2007年年底的1,436宗。家族企业收购是这个市场的最重要特征之一：随着交易数量从1998年的45宗到2007年的559宗，同期的交易价值从11.2亿元增长到183亿元； 2007年，家族企业的管理层收购数量和价值分别占整个欧洲管理层收购市场的38和11。管理层收购（MBO）和管理层买进（MBI）成为家族企业继承的重要选择，且为私人股权投资公司提供了一个重要的交易来源。然而，私人股本和收购市场都非常重视广大公众的私人交易，部分家庭没有很好地理解市场收购的含义（Cumming，Siegel和Wright,2007）。大型公共部门对私人部门的收购交易和重点一直是激励和控制问题还有新决议的所有权和治理结构，股权的管理，服务承诺和压力等问题，并在许多案件的所有权和积极参与私人股权投资公司中得以体现（Wright和Bruining,2008）。相比之下，典型的家族企业在传统上一直被认为是和家庭所在公司的目标是紧密联系在一起的，就是家庭成员集中的集团管理目标。家庭通常并不被认为是追求利润最大化的单纯的经济单位的企业。相反，家庭还要争取非经济目标。结果是，一个公司家族控制的松紧度增加了一个重要层面的家族企业的战略分析方法。这些变化在一个家族企业收购时可能导致所有权制度的目标和战略变化，而这些战略的变化可能会影响企业的生存或发展。在策略上的改变是由于以下两种因素，第一，该公司可能已经表现不佳，新的战略必须采取方法纠正原战略（效率买断）。二，新业主将有追求在业务方向上多样化发展自己利益的自由。创始人，非家族管理人员，可能对收购进程和业务之前和之后的收购采取不同的策略。在战略上也因所有权和企业治理前的收购，以及新的金融结构和需要而产生相应的变化进而承担由此产生的费用。根据以上问题，本文写作的目的是双重的： 1、我们提供了家庭，企业并购市场的发展概况。具体来说，我们研究的数量和交易规模，占了收购总额的大部分。我们使用CMBOR独特的数据库，包括30 ,000个欧洲管理层收购的案例作为这一分析的来源。 2、我们进行详细的研究表明，家族企业作为收购的主体会发上一个战略性的转变。具体来说，我们研究了私人家族企业战略的变化会影响收购前的所有权和该公司的治理权。研究表明全欧洲的私人股本，在1994和2003年间资助了104个收购私人家族企业的例子。家族企业现任经理和私募股权（PE）公司的潜在目标不变使收购家族企业继承问题得以解决。通过催生创业活动，可以提高公司运营效率和实现业务增长。本节介绍介绍的重点是这个收购市场的重要组成部分概览，数量和交易价值，交易规模，总收购市场，就业份额，以及私人股本的作用。文中所有数据指的是家族企业收购交易，另有说明除外。 2007年，在欧洲有559家企业收购和有关CMBOR的买进记录，金额为18.3亿元。在2000年至2003年间，收购活动中的一些整体收购市场在此期间达到一致。自那时以来，家族企业收购活动已经恢复，而2007年的数字是按数量和价值统计的新纪录。国家发展趋势的比较发现，交易数量的增加在欧洲大部分地区已经相对均匀。在过去的10年离，收购交易数量方面的活动在大多数国家的市场有所增加。在家庭企业收购总价值变动对每年欧洲市场的许多影响中，并没有明显的新模式出现。然而，由于在这种买断的上升，总价值达到了2007年的新纪录。家族企业的平均收购交易规模比所有交易的平均交易量低。收购的家庭的平均交易量在过去10年的趋势表明，1998年，这些交易数量都是维持在约26000000相对稳定的水平，而所有收购的平均交易量大幅增加到了36000000，而在2007年几乎是1.2亿。这种日益扩大的差距，反映了广大市民的主要增长是在资产剥离，收购方面。家族企业一直是收购的热门话题。 1998年至2007年，在欧洲约29的收购活动是家族收购。然而，这些收购只占这段期间所有收购总价值的11，进一步强调的是，家族企业收购普遍比其他类型的收购规模较小。在过去10年间，买断市场在家族企业交易中所占比重下降所，在2002年占23.2，并在2004年所占比重开始再次上升，在2007年底达到38.3的交易数量。该市场在家庭，公司收购总价值中的比重在1998年到2000年期间急剧下滑。自那时以来，家族企业收购值在10和15的市场总价值之间波动。过去10年的平均水平表明，买断市场占家庭企业的交易份额量在各国之间存在明显差异。在法国，意大利，西班牙和英国，这一比例占所有交易的三分之一或更多。一个可能的原因是这些国家包含了相当数量的大家族企业股票，从而助长了收购交易。德国展示了一个令人惊讶的低市场占有率，因为其家族拥有的德国中小型企业数量庞大。这可能与私人股本的不信任性和德国企业和当地银行的历史联系有密切的关系。10年间平均每家公司的员工人数分析表明，前者的家族企业规模差别大部分在欧洲国家。而德国的家族企业都大大高于平均水平，英国的家族企业普遍较小，低于欧洲平均水平。收购资金来源可以是通过向银