Research On Performance Commitment And Protection Of Small And Medium Shareholders' Interests In A Company's M&A And Reorganization

In recent years,with the weak growth of listed companies' independent innovation capabilities,more and more companies have chosen to integrate industries and expand their business through mergers and acquisitions.In order to correct the valuation of M&A and protect the interests of small and medium shareholders,the performance compensation system was born.However,in practice,the phenomenon of “high commitment,high valuation,and low cashing” is not uncommon.At the same time,in order to reduce the adverse impact of performance compensation on its own,major shareholders will evade compensation responsibilities through various means,seriously infringing small and medium-sized The interests of shareholders.On the basis of literature review,this paper studies the effect of performance commitment on the interests of small and medium shareholders by analyzing the internal financial management status of A company,the cost benefits of major shareholders,the change of compensation methods and the changes of external market prices.Through research,it is found that: First of all,the performance promise do can improve the operating performance of listed companies,but it can not improve the profitability of listed companies.Second,the high premiums brought about by high performance commitments stimulate the “small behavior” of major shareholders.Both parties to the transaction obtained high returns by signing a false high performance commitment,and passed the loss caused by the company's performance loss and stock price decline to the small and medium shareholders,making the performance commitment a arbitrage tool for the major shareholders.Finally,in the performance compensation,the compensation method through the share gift will be better than the share repurchase method for the protection of small and medium shareholders.In addition,when the performance commitment is not up to standard,if the listed company can strictly supervise and complete the share compensation in time,it will have a positive announcement effect,and the interests of the small and medium shareholders will be effectively protected.However,when the promisedparty fails to perform its compensation obligations in a timely manner,the interests of the minority shareholders will be infringed when the company generates litigation risks.In view of the above situation,this paper proposes to strengthen the restrictions on the pledge of restricted shares,increase the supervision of the performance of compensation commitments,and rational investment of small and medium shareholders.