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文章首先从交易方式等四个方面对并购交易中购买价格经常产生争议的原因进行解析,然后分析了目前两种通行的购买价格调整机制——“锁箱”机制和“基于交割账户的价格调整机制”产生的历史原因、轨迹及主要差异,进一步区分资产收购和公司收购,其中资产收购又区分了无联合账簿和有联合账簿两种情形,对两种机制的适用性和基本调整方法进行了说明,重点剖析了调整公式中所涉各指标之所以调整的深层原因,并对买卖双方关键分歧点进行了说明,最后分析了两种价格调整机制的买卖方偏好。
The article first analyzes the reasons why the purchase price in M & A transactions are often controversial from four aspects, such as the mode of transaction, and then analyzes the two prevailing purchase price adjustment mechanisms - the “lockbox” mechanism and the “ Of the price adjustment mechanism ”historical reasons, trajectories and major differences, and further distinguish between asset acquisition and corporate acquisition, which also distinguishes the acquisition of assets without a joint account books and joint book two cases, the applicability of the two mechanisms and basic Adjustment methods. The paper mainly analyzes the deep reasons for the adjustment of the indicators in the adjustment formula, and explains the key differences between buyers and sellers. Finally, it analyzes the preferences of buyers and sellers of the two price adjustment mechanisms.