???? 或許大家起初都沒有料到這樣的結果。

????上周四晚間，全球兩大廣告巨頭陽獅集團（Publicis）和宏盟集團（Omnicom）宣布取消去年簽署的并購交易。這筆交易公布于去年年中，當時，一波類似的并購交易潮剛剛露頭。按350億美元的提議收購價，如果交易達成，它的交易規模將躋身市場前列。

????如今，并購交易潮還在持續。最近，醫藥公司輝瑞（Pfizer）出價1,010億美元收購競爭對手阿斯利康（AstraZeneca）。阿斯利康則表示：“不了，謝謝”。但就算不情不愿，類似交易也并未止步。不妨問問Men's Wearhouse和Jos. A. Banks，這兩家公司在一番來來回回的拉鋸戰（包括被指任人唯親）之后最終達成了交易。研究公司Dealogic的數據顯示，今年迄今為止，全球已公布的并購交易總額已經達到了1.3萬億美元，是2007年以來企業并購開局最好的一年。

????陽獅-宏盟交易不是這股并購潮的發端，但它的確起到了推波助瀾的作用。CEO們也擺脫不了從眾心理。投資者也不能，他們通常都會為并購交易歡呼，只是今年沒那么明顯。就算各家公司的高管層還在繼續收購，但2014年的市場基本上波瀾不驚。

????有兩種不同的方式可以解釋為何并購會發生。一是公司出于戰略考慮而合并。兩家公司出售的商品互補。他們認為，合并后能更好地服務客戶，或者能生產更好的產品。1加1等于3，如果是由華爾街來講這個故事，結果可能還會等于10。又或者，兩家公司面臨一些威脅，比如互聯網，需要擴大規模才能生存下去。這就是必要的并購。

????第二種并購原因純粹是CEO的貪念。大多數研究顯示，盡管存在薪酬績效政策與高管薪酬委員會，決定高管薪酬的最大因素仍是投資者認為這家公司價值幾何。要推高公司市值，最簡單的方式之一就是進行并購。當然，要想真正撈到好處，您必須保證在交易結束后仍然能夠保住CEO的位子，這就是討價還價的真正內容所在。因此，在這個世界上，CEO們總是在尋找具有戰略合理性的并購交易，而實際目的就是為了獲得更高的個人薪酬。

????通常，并購還有第三個理由，就是削減成本。但大家可能會說，CEO們只是希望能削減企業成本，拿出更多的錢發給他們自己。如果你是一個憤世嫉俗的人（如果你選則的是第二種解釋，那你確實就是一個憤世嫉俗的人）你可以把將第二種和第三種解釋綜合起來。

????所有的并購潮可能都包含一些這樣的交易，你可能希望更多的是第一種，而不是第二種。但是，沒錯，一些并購潮是受到貪念、而非業務的驅動。

????去年當陽獅-宏盟公布合并交易時就標榜為第一類并購。兩家公司的CEO——陽獅集團的莫里斯?列維和宏盟集團的約翰?雷恩表示，科技正在改變廣告業。如何讓客戶掏錢已經不那么像大家在《廣告狂人》（Mad Men）中看到的那樣拼文案，更多的是拼對大數據的利用。跟谷歌（Google）這些公司競爭，唯一辦法就是擴大規模。

????現在，這樁并購取消了。根據兩家早先的聲明，大家可能認為列維和莊恩會說，這對于兩家公司是一個可怕的懷消息。并購交易取消后，列維的表態如下：“我們會增長得更快。”

????等等，什么？

????那么，到底是什么導致這宗并購告吹？看上去似乎是因為他們無法就誰來掌權達成一致。

????它被視為是一場對等并購，但出于會計目的，必須有一家是收購方。列維和雷恩曾經承諾共擔CEO職責，但不能一直搞兩套管理班子。必須有一位CEO掌管管理團隊。這最終將決定幾年后誰會成為唯一的CEO。

????年長一些的列維原本認為可能放棄CEO職位，但他不愿意讓雷恩的CFO占據公司第二把交椅。如今，并購交易已經取消，似乎表明，這場并購更多是貪念、而非業務驅動。

????如果是這種情況，大家可能會問，當前的并購潮到底屬于什么類型？最新一波交易是否真的有益于經濟和市場？輝瑞-阿斯利康交易將打造一家具有龐大研發能力的醫藥巨頭。但似乎每個人都認定，主要的驅動因素是避稅。我們看到，越來越多的并購背后的驅動力都是希望少交點稅。

????好消息是投資者們沒被忽悠，或許正因為如此，今年的市場才沒有起色。壞消息是，這似乎不會阻止CEO們想辦法增加自己的收入。（財富中文網）

????Maybe it just wasn't meant to be.

????On Thursday evening, Publicis and Omnicom (OMC) called off a merger that the two advertising giants inked last summer. The deal was announced at the beginning of a wave of such announcements in the middle of last year. And at a proposed $35 billion, it was going to be one of the largest.

????And it has continued. Recently, drug company Pfizer (PFE) offered $101 billion to buy rival AstraZeneca (AZN). AstraZeneca said no thanks, but even unwillingness hasn't stopped mergers this go around. Just ask Men's Wearhouse (MW) and Jos. A. Banks (JOSB), which finally struck a deal after a back and forth that included claims of cronyism. So far this year, $1.3 trillion in deals have been announced globally, the strongest start for corporate combinations since 2007, according to research firm Dealogic.

????The Publicis and Omnicom deal didn't get the merger wave started, but it certainly gave it momentum. CEOs are not immune to groupthink. Neither are investors, who generally cheer mergers, though not apparently this year. The market is mostly flat in 2014, even as executives continue to get hitched.

????There are two different ways to explain why mergers happen. The first is that companies pair up for strategic reasons. The two companies sell complementary products. Together, they say, they will be able to serve customers better, or make better products. One plus one will equal three, or more like 10 if Wall Street is telling the story. Or perhaps the two companies face some threat, say the Internet, and they need to grow bigger to survive. This is called the merger of necessity.

????The second explanation for mergers is that it is all about CEO greed. Most studies show that, despite pay-for-performance policies and the existence of executive compensation committees, the biggest determinant of executive compensation is how much investors think a company is worth. One of the easiest ways to push up your market cap is to do a deal. Of course, to really benefit, you have to end up as the CEO at the end of the combination, which is what the haggling is really about. So, in this vision of the world, CEOs are constantly looking for deals that they can justify as strategic but are all about getting a bigger paycheck.

????There is often a third justification for deals, and that's cost cutting. But you could argue that CEOs are only looking to cut costs in their businesses so that they can free up bucks to pay themselves more. So if you are cynical -- and if you picked the second explanation, you are -- then you can just lump explanations two and three together.

????It's likely that all merger waves contain some of both of these kinds of deals -- and you just hope it is more the first than the second. But make no mistake, some merger waves are driven more by greed than good business.

????When the Publicis and Omnicom combination was announced last year, it was clearly pitched as being in the first category of mergers. The CEOs of the two companies, Maurice Levy of Publicis and John Wren of Omnicom, said that technology was changing the business of advertising. Getting clients to spend money was less about the pitches you see in Mad Men, and more about harnessing big data. The only way to compete with Google and others was to grow bigger.

????Now, the merger is off. Based on their earlier statements, you would expect Levy and Wren to say this is horrible news for the two companies. Here's Levy after the merger was called off: "We will grow even faster."

????Wait, what?

????So what doomed the merger? It appears that they couldn't agree on who would run the place.

????It was supposed to be a merger of equals, but one company had to be the acquirer for accounting reasons. And while Levy and Wren pledged to split the CEO job, you couldn't have two C-suite executives all the way down the chain of command. One CEO had to get the management team. And that, in the end, would decide who ended up being the full CEO in a few years.

????Levy, who is older, was supposed to give up the job, but he wasn't willing to let Wren's CFO take over the No. 2 position at the company. And now the deal is off, which makes the justification for the merger seem like it was actually more greed than good business.

????And if that is the case, you have to ask, what kind of a merger wave are we actually in? Is the latest crop of deals really good for the economy and the market? The Pfizer-AstraZeneca deal will create a pharmaceutical powerhouse with massive R&D capabilities. But everyone seems to have concluded that the main thrust is all about avoiding taxes. We have seen more and more deals that seem to be driven by a desire to pay Uncle Sam less.

????The good news is that investors are not fooled, and perhaps that's why the market isn't up this year. The bad news is that doesn't appear to be stopping CEOs from searching for ways to boost their paychecks.