2020年ACCA考试财务管理基础知识辅导资料(5)

正确答案：
(b) Three potential problems that TMC might encounter in the proposed acquisition of CBC are as follows:
(i) TMC is forecast to have a 22% share of the market for disposable nappies at the end of 2008. If TMC was to acquire
CBC at that time it would then have a market share of ($681m + $155m)/$3,095m = 27%. Much will depend on
prevailing legislation. For example, in the UK it might be the case that the Director General of Fair Trading may ask the
Competition Commission (CC) to investigate if any organisation controls 25% or more of the market. The Secretary of
State may do likewise in circumstances where the proposed takeover would lead to the creation of a firm that would
control 25% or more of the market. (Similar examples from other countries would be equally acceptable.)
(ii) The directors of TMC need to be aware of the precise nature of the cultural problems that CBC has experienced during
recent years as this could be very damaging to its business if the acquisition of CBC goes ahead. In an extreme case
the organisational cultures of TMC and CBC might be incompatible. The directors of TMC need to make a very careful
assessment as to whether it would be possible to transform. a negative culture into a positive one. If they consider that
this would prove to be very difficult then they might be best advised not to proceed with the acquisition.
(iii) The directors of TMC have no experience of managing such acquisitions and this might mean that the integration of CBC
into TMC would prove problematic. It is probable that the systems are different as well as the management styles,
employee skills and business infrastructure.
(Alternative relevant discussion would be acceptable)

正确答案：

正确答案：

 

正确答案：
(a) To: Joe Lawson, Managing Director, Lawson Engineering
From:
Business case for financial support
The treatment of intangible resources is an area of considerable concern to the financial community and in many ways the
situation that Lawson Engineering finds itself, is typical of the current confusion surrounding the value placed on intangible
resources. This in turn reflects a traditional concern that the strategic health and the financial health of a business are not
one and the same thing. Intangible resources cover a wide variety of assets and skills found in the business. These include
the intellectual property rights of patents; brands; trademarks; trade secrets etc through to people-determined assets such as
know-how; internal and external networks; organisational culture and the reputation of the company.
It is important for you to present a case which shows how the investment in intangible resources is just as important a source
of value creation for the customer as is investment in tangible assets such as plant and finance which are traditionally focused
on in financial statements of the firm’s well being. As one source expresses it, ‘for most companies, intangible resources
contribute much more to total asset value’. Kaplan and Norton in a 2004 article on intangible assets go further and argue
that ‘measuring the value of such intangible assets is the holy grail of accounting’. The increasing importance of service
businesses and service activities in the firm’s value chain compound the problems faced in getting a true reflection of the
firm’s ability to create value. One view is that the key value creation activity lies in the relationships a firm has with its key
stakeholders – its customers, suppliers and employees. These relationships develop into distinctive capabilities, defined as
‘something it can do that its competitors cannot’. These distinctive capabilities only become competitive advantage(s) when
the capability is applied to a relevant market. Firms attain a sustainable competitive advantage when they consistently
produce products or services with attributes that align with the key buying criteria for the majority of customers in the chosen
market.
Competitive advantage, to be strategically significant, must have the twin virtues of sustainability and appropriability.
Sustainability means the ability to sustain an advantage over a period of time. Fairly obviously, assets such as plant and
technology may be easily obtainable in the open market, however it is only when they are combined with less tangible
resources that advantages become sustainable over time because competitors cannot easily copy them. Equally significant
are intangible resources such as reputation and organisational culture in that they influence the firm’s ability to hold on to
or appropriate some of the value it creates. If other stakeholders both inside and outside the firm are able to take more than
their fair share of value created – for example customers forcing down prices or employees demanding excessive wage
increases – this will reduce the funds available for the firm to invest in further development of its intangible resources, and
as a consequence begin to weaken its competitive advantage.

Essentially, intangible resources can be separated into those capabilities that are based on assets and those that are based
on skills. As one source puts it asset based advantages are derived from ‘having’ a particular asset and skills based advantages
stem from the ability to be ‘doing’ things competitors are unable to do. Assets are those things that the firms ‘owns’ – the
intellectual property as embodied in patents, trademarks and associated brands, copyrights, recognised by law and
defendable against copying under that law. It is worth noting the effort and investment that many companies are putting into
defending their intellectual property against the threat of copying and piracy. A more recent asset that many firms spend
considerable time and effort in developing are databases on key activities in the firm’s value chain – customer databases are
only one of the possible sources of firm information and know-how. One of the most prized intangible assets is that of the
firm’s reputation which may reflect the power of the brands it has created. Reputation may be easier to maintain than create
and meets the key tests of sustainability. The capability to produce innovation consistently may be instrumental in creating
in the minds of customers the longer-term competitive advantage of reputation. Reputation is argued to represent the
knowledge and emotions the customer may associate with a firm’s product range and can therefore be a major factor in
securing the competitive advantage derived through effective differentiation.
A positive organisational culture, staff know-how and networks are equally important intangible sources of competitive
advantage. These by their very nature may be more dynamic than asset based intangibles and the know-how of employees
in particular is an intangible resource that results in the distinctive capabilities which differentiate the firm from its competitors.
Much has been written about the significance of organisational culture and the way it reflects the style. of top management,
the ‘can do’ culture of Lawson Engineering clearly creates a competitive advantage. One interesting study of how chief
executive officers rate their intangible resources in terms of their contribution to the overall success of the business showed
that company reputation, product reputation and employee know-how were the most highly regarded intangible resources.
Hamel and Prahalad argue that core competences rather than market position are the real source of competitive advantage.
They gave three tests to identify a core competence – firstly the competence should provide potential access to a wide variety
of markets and thus be capable of being leveraged to good effect, secondly, it should be relevant to the customer’s key buying
criteria and thirdly, it should be difficult for competitors to imitate.
The disadvantages of intangibles stem from the differing value placed on such assets and competences by the various
interested stakeholders. How should a company’s reputation be measured? How long will that reputation yield competitive
advantage, particularly in view of how swiftly such reputations can disappear? It seems likely that the financial markets with
their ability to reflect all knowledge and information about the firm in its share price increasingly will take the contribution of
intangibles into account.
Overall the case should be clearly made that the strengths of the company rests in its unique combination of intangible
resources and the capabilities – both internal and external – that it has. Financial health is not always the same as strategichealth and by any objective measure Lawson Engineering is worthy of support.
Yours,
Strategy consultant