这几年国内外并购其势如潮。我国企业在资本运营、改制重组中也通过并购盘活了存量、调整了结构、优化了资源配置。但笔者仔细追踪了大量并购案例，尤其是国内企业重组案例，发现并购后的改造、整合、巧妙扶植、动态重组、隐形成本、预留退出通道，等等，这些并购的关键环节和 In recent years the domestic and foreign mergers and acquisitions its trendy. In the capital operation, restructuring and reorganization, Chinese enterprises have also revitalized their stock through mergers and acquisitions, adjusted their structure and optimized resource allocation. However, I carefully tracked a large number of mergers and acquisitions, especially the case of domestic corporate restructuring, found that after the merger transformation, integration, clever construction, dynamic restructuring, hidden costs, to set aside exit channels, and so on, the key aspects of these mergers and acquisitions