原文：Family-Firm Buyouts, PrivateEquity, and Strategic ChangeThe European private equity andbuyout market' has grown inprominence over recent years.The Centre for ManagementBuyout Research (CMBOR，2008) hasshown that the annualnumber of managementbuyoutsrose from l212in 1998 to1,436 by the end of 2007. Buyouts of familyfirms represent one of the most importantfeatures of this market,with the numberof deals increasing from 45 in 1998 to 559in 2007 and the bined value from 11.2billion to 18,3 billion over the same period.In 2007 family firms contributed 38% of thenumber and 11% of the value of the wholeEuropean buyout market.Management buyouts (MBO) andbuy-ins (MBI) thus represent an importantsuccession option in family firms. They alsoprovide an important deal source for privateequity firms. Yet, while much attention inthe private equity and buyout market hasbeen on large public-to-private transactions,the family buyout part of the marketis not well understood (Cumming, Siegeland Wright ，2007).The focus in large public-to-privatetransactions and divisional buyouts hasbeen on the resolution of incentive and controlproblems through the introduction ofnew ownership and governance structuresin the form of managerial equity ownership, mitment and pressure to servicedebt, and in many cases ownership andactive involvement by private equity firms(Wright and Bruining ，2008). In contrast,the typical family firm has traditionallybeen assumed to be owned and managedby a concentrated group of family memberswhere the firm's objectives are closely linkedto family objectives. Families typically donot regard their firms as mere economicunits pursuing the goal of profit maximization.Instead, families also strive for noneconomicgoals. As a result, the tightness of grip of a family over its firm adds animportant dimension to the analysis of thestrategies of family firms.The changes occurring on the buyoutof a family firm may lead to changes in goalsand strategies pared to the previous ownershipregime, and these strategic changesmay influence firm survival or failure. Thechange in strategy is motivated byone of thefollowing two factors; first, the firm mayhave been underperforming and new strategiesmust beadopted to correct this (efficiencybuyout). Second, the new ownerswill have the freedom to pursue their owninterests in terms of business directionand/or diversification(growth/expansionbuyout). The presence of founders, shareholdingnon-family managers, ornonfamilynon-executive directors on the boardmay have different effects on the buyout process andon the business strategies adopted before and after thebuyout. Changes in strategy are also due to the ownershipand governance of the firm before the buyoutas well as the new financial structure and the need tomeet resultant servicing costs.In light of these issues, the purpose of this articleis twofold;1. We provide an overview of developments inthe family-firm buyout market. Specifically,we examine trends in the number and value ofdeals, deal sizes, share of the total buyout market,employment, and the role of private equity. We useCMBOR's unique databaseprising the populationof 30,000 European buyouts as the sourcefor this analysis.2. We undertake a detailed study of strategic changesin family firms as a result of a buyout. Specifically,we examine whether changes in the strategyof former private family firms are affected by theownership and governance of the firm before thebuyout. These issues are examined using a novelhand-collected representative questionnaire surveyof 104 private family firms across Europe whichhad a buyout funded by private equity between1994 and 2003.Family firms provide a constant and abundantsource of potential targets for incumbent managers andprivate equity (PE) panies. Buyouts of family firmsenable the resolution of succession problems and. Bycatalyzing entrepreneurial activity, can improve theoperating efficiency of the firm and enable growth. Thissection presents an overview of trends in this importantpart of the buyout market, focusing on numberand value of deals, deal sizes, share of the total buyoutmarket, employment, and the role of private equity. Alldata refer to buyout transactions of family firms unlessotherwise stated, and all data refer to Europeunlessotherwise stated.In 2007, 559 family-firm buyouts and buy-ins wererecorded by CMBOR acrossEurope, amounting to atotal value of 18.3 billion. There had been a dip inbuyout activity between 2000 and 2003, in line witha somewhat weaker overall buyout market during thatperiod. Since then buyout activity in family firms hasrecovered, and the 2007 figure was a new record bynumber and value.A parison of trends by country reveals that theincrease in deal numbers has been relatively uniformacross most of Europe. Over the past 10 years, buyoutactivity in terms of number of transactions has increasedin most national markets. The total value offamily-firm buyouts has fluctuated on an annual basisin many ofthe European markets,and no clear pattern has emerged. However, due to the risein number of this type of buyout,the total value reached a new recordin 2007.The average deal size of buyoutsof family firms is much lower than theaverage deal size of all transactions.The trend in the average deal size offamily buyouts over the past 10 years shows that these deals have remainedat a relatively constant level of about26 m, while average deal size for allbuyouts has increased significantly,from 36 m in 1998 to almost 120million in 2007. Thisincreasing gap reflects the majorgrowth in largepublic-to-privates, divestments, and secondary buyouts across Europe inrecent years.Family firms have been a constant and abundantsource 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 totalvalue of all buyouts over this period, further underliningthe fact that buyouts in family firms are generally muchsmaller than other types of buyouts.Over the last 10 years, the proportion of the buyoutmarket accounted for by family-firm deals decreaseduntil 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 accountedfor by family-firm buyouts based on total value also sawa sharp decline from 1998 to 2000. Since then the valueof family-firm buyouts has fluctuated between 10 %and15% of total market value.An international parison of the 10-yearaverages of the share of the buyout marketattributable to family-firm deals shows significant variationbetween countries.In France, Italy, Spain, and theUK, this proportion is a third or more of all transactionsin terms ofdeal numbers. A possible reason mightbe that these countries contain a considerable stock offamily firms, thus fueling buyout transactions.Germany shows a surprisingly low market sharegiven its huge number of family ownedMittelstandpanies. This may be linked to the general poorunderstanding and possible mistrust of private equityand also the close links German panies have hadhistorically with their local banks.An analysis of the 10-year average number ofemployees per pany shows that the size of the formerfamily firms varies considerably among Europeancountries. While German family firms have been wellabove average, UK family firms are generally smallerand below the European average.Buyouts can be financed by individuals usingtheir own financial resources along with bank debt orby private equity (PE) firms or a bination. Themajority of buyouts of family firms are backed by afinancial sponsor with the 10-year average showingthat 62% of lit buyouts of family firms were PE-backed.Non-PE-backed buyouts are significantly smallerthan PE-backed transactions for family firms. Over thelast 10 years, the average deal size of non-PE-backedfamily firm buyouts was about 7 m, pared withan average deal size of about 41 m for PE-backed dealsfrom this source. Family-firm buyoutsthus represent an important source of deals for privateequity firms.Family-firm characteristics before a privateequity-backed buyout may influence the degree andfocus of strategic changes after a buyout. We examinecharacteristics relating to ownership and founders'involvement pre-buyout, ownership stake of non-familymanagement pre-buyout, existence of non-family, nonexecutivedirectors pre-buyout, and management andprivate equity firm participation in succession planning.Our evidence is based on a representative survey of 104private family firms across Europe which had a buyoutfunded by private equity between 1994 and 2003.A broad definition was adopted, with a family firmdefined as having more than 50% of the ordinary votingshares owned or controlled by a single family grouprelated by blood or marriage, and the firm is perceivedto be a family business.The respondents were in seniorpositions: CEOspresidents (83%), directors includingdeputy CEO (15%), and senior management (2%). Thestrategy of the firm is pared before and after thebuyout where growth/expansion. The sample was divided into various subgroupsrelated to the pany characteristics concerningownership and management. University analysis wasthen used to determine whether the observed changesinstrategy ofthese subgroups was significant.When the family firm had been founded by theprevious owners, the changes in strategy post-buyoutare generally more numerous and more significant thanwhen the firm had been purchased or inherited by thepre-buyout owners. This impliesthat the founder/owner has been dominant in terms ofdeciding pany strategy and that once she/he relinquishesownership, the management is free to make thechanges deemed necessary for the survival and growthof the firm.Several changes in strategy were mon to firmsthat were founded or non-founded by the previous owners. While both typesof firms showed strategic changes with regard to anincreased emphasis on returns from operations andcapital restructuring, founded firms also indicated achange in strategy with regard to sales growth, marketshare, short-term profitability, and long-term profitability.Thus, the two different strategies of growthexpansion and efficiency improvements are fairly equallyimportant.Strategic changes after a buyout of a family firm were greater if the firm's founder was still present at thetime of the buyout. There are three possible explanationsfor this finding: 1) founders may not provide adequateleadership as firms need to transition into more advancedgrowth phases; 2) founders may be unable to adjust theirdecision-making styles where changes in the marketenvironment suggest a need to change strategy; and 3)successfulfounders may bee overly conservative inan effort to preserve the wealth they have created, eventhough the firm may have growth opportunities.The changes in firm strategy were more numerousand more significant when there were no non-familymanagers with ownership stakes. This finding indicatesthat management who had some ownership stake werepotentially able to influencestrategic direction beforethe buyout and that major changes after the buyoutwere not necessary. If the managers of the family firmwere not family members and did not hold equity stakesbefore the buyout, their influence on strategic directionbefore the buyout might have been very limited, sincethe ultimate decision might have rested \with the owners.These non-family managers without equity stakes wereonly able to effect change once the buyout had takenplace and they had bee the new owners.Several changes in strategy were mon to firmswith and without non-family management with equitystakes. Those strategies specific to firms without nonfamilymanagers with equity stakes were net profit, cashflow, short-term profitability, sales growth, andmarketvalueincrement and market share expansion. Thus, thetwo different strategies of growth/expansion and efficiencyimprovements are fairly equally important.The governance of the family firm before thebuyout could be in the hands of non-executive directors(NEDs) that did not belong to the family. The resultsindicate that more strategic changes are associated withthe absence (of non-family NEDs before the buyout. If NEDs before the buyout werenot family members, their advice should be more financiallyoriented (as opposed to family oriented). If goodadvice had been given before the buyout and somechanges had already been implemented, major strategicchanges 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-buyoutprimarily in terms of efficiency gains. This couldindicate that firms with NEDs were more effective anddid not need to change their strategy so much post-buyout.Governance can also be applied at the time ofsuccession planning, although many firms fail to planfor succession at all. In this study about 60% of the familyfirms questioned underwent succession planning in theperiod of up to two years before the event.Nevertheless, if succession was planned, managementbefore the buyout as well as the financing privateequity firm might participate in this planning and thusinfluence the strategic changes in the aftermath of thebuyout.When managementbefore the buyout wasinvolved in succession planning, strategic changes werestronger pared to succession planning without themanagement'sinvolvement. Management's involvementin succession planning might have enabled them toarticulate possibilities for new strategies, to placethemselves in an advantageous position to influencethe mode of succession, i.e., through a buyout, and toconvince 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 successionplanning, strategic changes were substantiallygreater than without participation of a private equityfirm. As a precondition for investment of a privateequity firm in the buyout, they needed to perceivechat there would be upside gains from investing inthe deal.Given the expertise of these firms and their accessto information regarding opportunities, they showedstrategic changes in improving efficiency and growth/expansion, but the majority were associated with efficiencygains.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。