巴菲特致股东的信（1990年）附录B：对于阁下有意出售公司的一些想法

APPENDIX B
Some Thoughts on Selling Your Business*

*This is an edited version of a letter I sent some years ago to a man who had indicated that he might want to sell his family business. I present it here because it is a message I would like to convey to other prospective sellers. -- W.E.B.

附录 B
对于阁下有意出售公司的一些想法*

这是几年前我写给一位有意出售其家族事业给我们的人士，在经过修正后，我特地把这封信摆在这里，因为这正是我想传达给其它有意出售事业者的讯息。

Dear _____________:

Here are a few thoughts pursuant to our conversation of the other day.

以下是在前几天我们的谈话后，我个人的一些想法。

Most business owners spend the better part of their lifetimes building their businesses. By experience built upon endless repetition, they sharpen their skills in merchandising, purchasing, personnel selection, etc. It's a learning process, and mistakes made in one year often contribute to competence and success in succeeding years.

大部分的企业老板无不终其一生努力地建立自己的企业王国，经过不断地努力焠炼，他们在营销、采购与人事管理上的经验都能持续地精进，这是一个学习的过程，先前一时的挫败通常会成就后来的成功。

In contrast, owner-managers sell their business only once -- frequently in an emotionally-charged atmosphere with a multitude of pressures coming from different directions. Often, much of the pressure comes from brokers whose compensation is contingent upon consummation of a sale, regardless of its consequences for both buyer and seller. The fact that the decision is so important, both financially and personally, to the owner can make the process more, rather than less, prone to error. And, mistakes made in the once-in-a-lifetime sale of a business are not reversible.

相对地，自己当老板的经理人在面对来自各方的压力，偶尔会在一时冲动的情况下，考虑出售自己拥有的事业，通常是因为中间人为了赚取成交的佣金不顾买卖双方的利益而怂恿老板赶快做决定，事实上做这样的决策牵涉重大，不管是在财务或是个人方面皆是如此，仓促地决定可能使得老板做出错误而不是正确的决策，而且一旦发生可就是一辈子无法挽回的错误。

Price is very important, but often is not the most critical aspect of the sale. You and your family have an extraordinary business -- one of a kind in your field -- and any buyer is going to recognize that. It's also a business that is going to get more valuable as the years go by. So if you decide not to sell now, you are very likely to realize more money later on. With that knowledge you can deal from strength and take the time required to select the buyer you want.

价格当然很重要，但是通常它并不是整个交易最关键的因素，你跟你的家族拥有业界最棒的企业，所有的潜在买家当然都知道这一点，而随着时间的演进，你的业务也会变得更有价值，所以，若你现在决定不卖了，这代表以后你可能可以赚更多的钱，而有了这样的认知，你大可以从容以对，慢慢地寻找你希望的买主。

If you should decide to sell, I think Berkshire Hathaway offers some advantages that most other buyers do not. Practically all of these buyers will fall into one of two categories:

但是要是你真的决定要卖，我相信伯克希尔绝对可以提供比别人更好的条件，基本上可能的买主可以分为两大类︰

(1) A company located elsewhere but operating in your business or in a business somewhat akin to yours. Such a buyer -- no matter what promises are made -- will usually have managers who feel they know how to run your business operations and, sooner or later, will want to apply some hands-on "help." If the acquiring company is much larger, it often will have squads of managers, recruited over the years in part by promises that they will get to run future acquisitions. They will have their own way of doing things and, even though your business record undoubtedly will be far better than theirs, human nature will at some point cause them to believe that their methods of operating are superior. You and your family probably have friends who have sold their businesses to larger companies, and I suspect that their experiences will confirm the tendency of parent companies to take over the running of their subsidiaries, particularly when the parent knows the industry, or thinks it does.

(1)，第一类是你的同业，或是与你的所处的产业相近的业者。这种买家不管他给你怎么样的承诺，通常会让你感觉到好象他比你更懂得如何来经营你的事业，而早晚有一天他会想要插手来帮忙你的营运，而若是买方再大一点，通常还会应征一大堆经理人进来，借口表示以后还会有更多的并购案，他们一定会有自己的一套做事方法，虽然你过去的经营记录明显地比他们好太多，但人性的某一面还是使他们觉得他们做事的方法才是对的，你跟你家人的朋友大概也有人曾经将公司卖给大企业的，我想他们应该也有这方面的经验，可以证实大公司有倾向将子公司的业务接过去管理，尤其是他们对这行也很内行或自认很内行时。

(2) A financial maneuverer, invariably operating with large amounts of borrowed money, who plans to resell either to the public or to another corporation as soon as the time is favorable. Frequently, this buyer's major contribution will be to change accounting methods so that earnings can be presented in the most favorable light just prior to his bailing out. I'm enclosing a recent article that describes this sort of transaction, which is becoming much more frequent because of a rising stock market and the great supply of funds available for such transactions.

(2)，第二类的公司是财务公司。他们大量运用所借来的资金，只要时机得当，总是准备随时将公司再卖给投资大众或是别的大企业，通常这类买主对公司最大的贡献就是改变公司的会计政策，使得公司收益比以前看起来好看一点，如此一来使他得以用更好的价格脱手而出，附件是最近一篇有关这类交易的文章报导，由于最近股市热络所以这类的活动也相当频繁，同时这类的资金也相当充沛。

If the sole motive of the present owners is to cash their chips and put the business behind them -- and plenty of sellers fall in this category -- either type of buyer that I've just described is satisfactory. But if the sellers' business represents the creative work of a lifetime and forms an integral part of their personality and sense of being, buyers of either type have serious flaws.

如果公司现在的拥有人唯一的目标只是随时准备将企业待价而沽，弃企业整体的利益于不顾，很多的卖主确实属于这类型，那么先前所描述的买方应该都可以为卖方所接受，但是，如果卖方所要出售的公司是他一辈子的心血结晶，甚至已经成为其人格与生命的一部分，那么这两类买方可能都不能符合你的标准。

Berkshire is another kind of buyer -- a rather unusual one. We buy to keep, but we don't have, and don't expect to have, operating people in our parent organization. All of the businesses we own are run autonomously to an extraordinary degree. In most cases, the managers of important businesses we have owned for many years have not been to Omaha or even met each other. When we buy a business, the sellers go on running it just as they did before the sale; we adapt to their methods rather than vice versa.

至于伯克希尔则属于另外一类型的买主，而且绝对是与众不同的，我们买进是为了拥有，但我们没有经理人可供指派，也不希望公司的经理人由母公司指派，我们旗下所有的业务都能够相当独立自主地营运，大部分的情况下，我们所拥有的重要事业经理人从来就没有来过奥马哈，甚至于双方连面都没碰过，当我们买下一家公司之后，卖方依旧还是照原来的样子经营公司，是我们要去适应他们，不是他们要来适应我们。

We have no one -- family, recently recruited MBAs, etc. -- to whom we have promised a chance to run businesses we have bought from owner-managers. And we won't have.

我们没有任何家族成员或是新进聘用的企管硕士，准备要来经营我们买下的任何企业，我想以后也不会有这种情况。

You know of some of our past purchases. I'm enclosing a list of everyone from whom we have ever bought a business, and I invite you to check with them as to our performance versus our promises. You should be particularly interested in checking with the few whose businesses did not do well in order to ascertain how we behaved under difficult conditions.

如果你知道我们过去的并购案，我会附上过去我们购买企业的名单，我建议你可以打个电话查查看，我们是不是说到做到，特别是你可以问问少数几家经营不甚理想的公司，看看在艰难的状况下，我们又会采取怎样的做法。

Any buyer will tell you that he needs you personally -- and if he has any brains, he most certainly does need you. But a great many buyers, for the reasons mentioned above, don't match their subsequent actions to their earlier words. We will behave exactly as promised, both because we have so promised, and because we need to in order to achieve the best business results.

任何买主都会告诉你，私底下他很需要你的协助——如果他真的有脑子，他肯定需要你继续运营。但大多数的买主，基于先前所提的几个理由，大都不会遵守先前所作的承诺，但我们不一样，绝对是说到做到，因为一方面我们已做出承诺，另一方面我们也是为了有更好的经营成果。

This need explains why we would want the operating members of your family to retain a 20% interest in the business. We need 80% to consolidate earnings for tax purposes, which is a step important to us. It is equally important to us that the family members who run the business remain as owners. Very simply, we would not want to buy unless we felt key members of present management would stay on as our partners. Contracts cannot guarantee your continued interest; we would simply rely on your word.

这样的需求可以说明，为何我们希望原有的经营团队最好能够保留 20%的股份，基于税务规划我们需要 80%以上的股权，这点很重要。对我们来说，同样重要的是，我们希望继续留下来管理的家族成员仍然是该企业的所有者。所以很简单，除非我们确定原有的主要经理人还会继续留下来成为我们的合伙人，否则我们不会考虑买下公司。合约并不能保证你的持续利益，我们相信的是你承诺的每一个字。

The areas I get involved in are capital allocation and selection and compensation of the top man. Other personnel decisions, operating strategies, etc. are his bailiwick. Some Berkshire managers talk over some of their decisions with me; some don't. It depends upon their personalities and, to an extent, upon their own personal relationship with me.

我们会介入的领域是资金配置，高管任命与薪酬，其余的人事、营运策略等那就是你自己的事，有些伯克希尔旗下业务的经理人会和我讨论他们所作的一些商业决定，有些则不会，这主要是视他们本身的个性，以及与我个人的私人关系而定。

If you should decide to do business with Berkshire, we would pay in cash. Your business would not be used as collateral for any loan by Berkshire. There would be no brokers involved.

如果你决定要跟伯克希尔一起做生意，我们会以现金的方式给予报酬，你的企业资产也不会被伯克希尔拿来当作借款的抵押品，也不会有经纪人牵涉其中。

Furthermore, there would be no chance that a deal would be announced and that the buyer would then back off or start suggesting adjustments (with apologies, of course, and with an explanation that banks, lawyers, boards of directors, etc. were to be blamed). And finally, you would know exactly with whom you are dealing. You would not have one executive negotiate the deal only to have someone else in charge a few years later, or have the president regretfully tell you that his board of directors required this change or that (or possibly required sale of your business to finance some new interest of the parent's).

另外，在交易成交后，我们也不会临时宣布退出不玩，或是提出要做调整的要求，(当然要是银行、律师、董事会等方面出了状况，我们也会做出道歉与合理的解释)。最后，你会确切地知道你在和谁打交道。你不会碰到几年前与你谈判的主管突然走人，几年后又来其他人接管。或是公司总裁很遗憾地跟你说，他背后的董事会要求作出这样或那样的改变，(或甚至想要再把你的公司卖掉以支应母公司新的资金需求)。

It's only fair to tell you that you would be no richer after the sale than now. The ownership of your business already makes you wealthy and soundly invested. A sale would change the form of your wealth, but it wouldn't change its amount. If you sell, you will have exchanged a 100%-owned valuable asset that you understand for another valuable asset -- cash -- that will probably be invested in small pieces (stocks) of other businesses that you understand less well. There is often a sound reason to sell but, if the transaction is a fair one, the reason is not so that the seller can become wealthier.

另外，我必须要提醒你，在交易完成后，你并不会比原来还富有。因为拥有原来的业务已经让你用最有利的投资方式赚了很多钱，整个交易只会改变你的财富形式，并不会改变数量。若你要卖，你将能够把原有 100%持有且有价值的资产，换得另外一种有价值的资产——现金——这些资产可能会被投资到你不太理解的其他企业的小部分(股票)上。要做出出售的决定总有许多理由，但若整个交易是公平合理的话，这个理由绝对不是卖方因此可以变得更富有。

I will not pester you; if you have any possible interest in selling, I would appreciate your call. I would be extraordinarily proud to have Berkshire, along with the key members of your family, own _______; I believe we would do very well financially; and I believe you would have just as much fun running the business over the next 20 years as you have had during the past 20.

我不会刻意纠缠你，但若你有任何的意愿想要出售的话，我会很乐意接到你的电话，我很荣幸能够让伯克希尔与你的家族成员一起拥有这份事业(1986 年收购了 Friedmans 家族管理的费区海默制服公司 84%股权)；我相信公司在财务上一定会变得更好，而我也相信在未来的 20 年内，你也会像过去 20 年来一样，愉快地继续经营这份事业。

Sincerely,

/s/ Warren E. Buffett

真挚的
沃伦·巴菲特董事长

APPENDIX B Some Thoughts on Selling Your Business**This is an edited version of a letter I sent some years ago to a man who had indicated that he might want to sell his family business. I present it here because it is a message I would like to convey to other prospective sellers. -- W.E.B.