巴菲特致股东的信（1981年）②一般收购行为

General Acquisition Behavior

As our history indicates, we are comfortable both with total ownership of businesses and with marketable securities representing small portions of businesses. We continually look for ways to employ large sums in each area. (But we try to avoid small commitments - “If something’s not worth doing at all, it’s not worth doing well”.) Indeed, the liquidity requirements of our insurance and trading stamp businesses mandate major investments in marketable securities.

一般收购行为

我们的历史显示，我们对于拥有整家公司或仅持有部份股权，并无特殊偏好，而事实上我们持续投资大笔资金于其上(我们尽量避免小额投资，因为若一件事一点也不值得去作，那就算是把它作得再好也没有用)，而经营保险公司与礼券事业也必须保持流动性。

Our acquisition decisions will be aimed at maximizing real economic benefits, not at maximizing either managerial domain or reported numbers for accounting purposes. (In the long run, managements stressing accounting appearance over economic substance usually achieve little of either.)

我们购并的决策着重于把实质的经济利益而非管理版图或会计数字极大化，(长期而言，若管理当局过度注重会计数字而乎略经济实质的话，通常最后两者都顾不好。)

Regardless of the impact upon immediately reportable earnings, we would rather buy 10% of Wonderful Business T at X per share than 100% of T at 2X per share. Most corporate managers prefer just the reverse, and have no shortage of stated rationales for their behavior.

不管对帐面盈余有何影响，我们宁愿以X价格买下一家好公司10%股权，而非以2X价格买下那家好公司100%股权，但大部份的公司经营阶层偏好后者，而且对此行为总是找得到借口。

However, we suspect three motivations - usually unspoken - to be, singly or in combination, the important ones in most high- premium takeovers:

对于这种行为，我们归纳出三种动机(通常是心照不宣)：

(1) Leaders, business or otherwise, seldom are deficient in animal spirits and often relish increased activity and challenge. At Berkshire, the corporate pulse never beats faster than when an acquisition is in prospect.

(1)领导阶层很少有缺少动物天性的，且时时散发出好动与战斗的意念。相对地在伯克希尔，即使是购并成功在望，你们的管理当局心跳也不会加快一下。

(2) Most organizations, business or otherwise, measure themselves, are measured by others, and compensate their managers far more by the yardstick of size than by any other yardstick. (Ask a Fortune 500 manager where his corporation stands on that famous list and, invariably, the number responded will be from the list ranked by size of sales; he may well not even know where his corporation places on the list Fortune just as faithfully compiles ranking the same 500 corporations by profitability.)

(2)大部份的公司或企业与其经营阶层，多以“规模”而非“获利”，作为衡量自己或别人的标准(问问那些名列Fortune500大企业的负责人，他们可能从来都不知道他们的公司若以获利能力来排的话，会落在第几位)

(3) Many managements apparently were overexposed in impressionable childhood years to the story in which the imprisoned handsome prince is released from a toad’s body by a kiss from a beautiful princess. Consequently, they are certain their managerial kiss will do wonders for the profitability of Company T(arget).

(3)大部份的经营阶层很明显的过度沉浸于小时候所听到的，一个变成蟾蜍的王子因美丽的公主深深一吻而被救的童话故事，而认为只要被他们优异的管理能力一吻，被购并的公司便能脱胎换骨。

Such optimism is essential. Absent that rosy view, why else should the shareholders of Company A(cquisitor) want to own an interest in T at the 2X takeover cost rather than at the X market price they would pay if they made direct purchases on their own?

如此的乐观是必要的，否则公司的股东怎么会甘心以二倍的价钱买下那家好公司，而非以一倍的价格自己从市场上买进。

In other words, investors can always buy toads at the going price for toads. If investors instead bankroll princesses who wish to pay double for the right to kiss the toad, those kisses had better pack some real dynamite. We’ve observed many kisses but very few miracles. Nevertheless, many managerial princesses remain serenely confident about the future potency of their kisses - even after their corporate backyards are knee-deep in unresponsive toads.

换言之，投资人永远可以以蟾蜍的价格买到蟾蜍，而若投资人愿意用双倍的代价资助公主去亲吻蟾蜍的话，最好保佑奇迹会发生，许多公主依然坚信她们的吻有使蟾蜍变成王子的魔力，即使在她的后院早已养满了一大堆的蟾蜍。

In fairness, we should acknowledge that some acquisition records have been dazzling. Two major categories stand out.

尽管如此，平心而论仍然有两种情况的购并是会成功的:

The first involves companies that, through design or accident, have purchased only businesses that are particularly well adapted to an inflationary environment. Such favored business must have two characteristics: (1) an ability to increase prices rather easily (even when product demand is flat and capacity is not fully utilized) without fear of significant loss of either market share or unit volume, and (2) an ability to accommodate large dollar volume increases in business (often produced more by inflation than by real growth) with only minor additional investment of capital. Managers of ordinary ability, focusing solely on acquisition possibilities meeting these tests, have achieved excellent results in recent decades. However, very few enterprises possess both characteristics, and competition to buy those that do has now become fierce to the point of being self-defeating.

(1)第一类是你买到的(不管是有意或无意的)是那种特别能够适应通货膨胀的公司，通常它们又具备了两种特征，一是很容易去调涨价格(即使是当产品需求平缓而产能未充分利用也一样)且不怕会失去市场占有率或销货量;一种是只要增加额外少量的资本支出，便可以使营业额大幅增加(虽然增加的原因大部份是因为通货膨胀而非实际增加产出的缘故)，近十几年来，只要符合以上两种条件，虽然这种情况不多，即使是能力普通的经理人也能使这项购并案圆满成功。

The second category involves the managerial superstars - men who can recognize that rare prince who is disguised as a toad, and who have managerial abilities that enable them to peel away the disguise. We salute such managers as Ben Heineman at Northwest Industries, Henry Singleton at Teledyne, Erwin Zaban at National Service Industries, and especially Tom Murphy at Capital Cities Communications (a real managerial “twofer”, whose acquisition efforts have been properly focused in Category 1 and whose operating talents also make him a leader of Category 2). From both direct and vicarious experience, we recognize the difficulty and rarity of these executives’ achievements. (So do they; these champs have made very few deals in recent years, and often have found repurchase of their own shares to be the most sensible employment of corporate capital.)

(2)第二类是那些经营奇才，他们具有洞悉少数裹着蟾蜍外衣的王子，并且有能力让它们脱去伪装，我们尤其要向资本城的汤姆.墨菲致敬，他是那种能将购并目标锁定在第一类的公司，而本身具有的管理长才又使他成为第二类的佼佼者。直接或间接的经验使我们认识到，要达到像他们那样成就的困难性(当然也因为如此，近几年来真正成功的个案并不多，且会发现到头来利用公司资金买回自家股份是最实在的方法。)

Your Chairman, unfortunately, does not qualify for Category 2. And, despite a reasonably good understanding of the economic factors compelling concentration in Category 1, our actual acquisition activity in that category has been sporadic and inadequate. Our preaching was better than our performance. (We neglected the Noah principle: predicting rain doesn’t count, building arks does.)

很不幸，你们的董事长并不属于第二类的人，且尽管已充分认识到须将重点摆在第一类的公司，但真正命中的机率却是少之又少，我们讲的比做的好听(我们忘了诺亚的叮咛:能预测什么时候下大雨没有用，必须要能建造方舟才算）。

We have tried occasionally to buy toads at bargain prices with results that have been chronicled in past reports. Clearly our kisses fell flat. We have done well with a couple of princes - but they were princes when purchased. At least our kisses didn’t turn them into toads. And, finally, we have occasionally been quite successful in purchasing fractional interests in easily-identifiable princes at toad-like prices.

我们曾用划算的价钱买下不少蟾蜍，过去的报告多已提及，很明显的我们的吻表现平平，我们有遇到几个王子级的公司，但是早在我们买下时他们就已是王子了，而至少我们的吻没让他们变回蟾蜍，而最后我们偶尔也曾成功地以蟾蜍般的价格买到部份王子级公司的部份股权。