| Endogenous growth is a crucial development way for companies and exogenous growth as well.Exogenous growth is mainly achieved through merger and acquisition.With the increase of people’s disposable income and spiritual needs and the adjustment of industrial structure,cultural industry meets development opportunities.Therefore,the cases of merger and acquisition in cultural industry have increased substantially in recent years,mainly occurring in the film and television industry.Among those cases,the most controversial ones are those listed film and television companies purchasing empty shell companies with high premium in a short time.This kind of merger and acquisition whose risks are relatively high is totally different from traditional one.Goodwill arises from the premium of merger and acquisition.According to our country’s Accounting Standards for Enterprises No.20-Guidelines for the Application of Enterprise Mergers,if the merger cost is greater than the difference of the fair value share of net assets that the buyer can identify in the merger under different control,the merger cost will be recognized as goodwill in the consolidated balance sheet.Therefore,merger and acquisition of such film and television companies might produce high goodwill.China’s follow-up accounting procedure of goodwill is in line with international standards.According to Accounting Standards for Enterprises No.8-impairment of assets,the goodwill formed in the merger of enterprises should be tested at least at the end of each year.In view of the uncertainty of the future operation of the enterprise,the high goodwill generated from the merger and acquisition of film and television companies with the characteristics of "light assets" is likely to devalue.In order to compensate for the possible loss of goodwill impairment,many enterprises have joined the gambling agreement in the merger and acquisition contract.In conclusion,in order to avoid the risk of goodwill impairment,it is necessary to make a deep analysis of this case based on literature review and theoretical analysis,aiming at the characteristics of film and television enterprises,and to explore the motivation of high-premium mergers and acquisitions,the relationship between high-premium and goodwill impairment risk,the source and impact of goodwill impairment risk under high-premium mergers and acquisitions.This paper considers that:(1)the overvalued premium part of the target company will increase the risk of goodwill impairment;(2)the risk of goodwill impairment under highpremium mergers and acquisitions mainly comes from the choice of valuation methods,the setting of betting agreements and performance compensation;(3)the risk of goodwill impairment will have a certain negative impact on the performance of the company in the capital market and the financial performance of the company.Based on the above findings,this paper argues that it is necessary to take measures to prevent the risk of impairment of Goodwill under high premium mergers and acquisitions,and to protect the interests of all parties,especially small and medium shareholders.Therefore,this paper combines this case with the actual situation and puts forward the following suggestions to prevent the risk of goodwill impairment under high-premium mergers and acquisitions: first,to improve the effectiveness of the gambling agreement;second,to select the appropriate valuation method,and timely intervention of government regulatory authorities to protect the interests of small and medium-sized shareholders.The thesis is divided into following seven parts.The first chapter is the introduction of research background of this paper.According to the phenomenon of high premium in merger and acquisition of film and television enterprises,it puts forward the problems to be studied and research methods to be used.The second chapter is literature review,mainly combing the existing domestic and foreign research results on merger and acquisition premium,goodwill impairment,the application of gambling agreement theory and literature,and the current research results and deficiencies in relevant fields,providing a better theoretical basis for case analysis,and putting forward the innovative points of the study.The third chapter is relevant theoretical analysis.This paper mainly elaborates on some relevant basic theories: first,the theories related to the causes of merger premium;second,the theories related to the risk of goodwill impairment;third,some theories surrounding the bet agreement;and analyzes the principle of the bet agreement to prevent the risk of goodwill impairment.The forth chapter is domestic film and television industry mergers and acquisitions status.This chapter mainly reviews the development of China’s film and television industry in recent years,including the change trend of the market size of the film and television industry,the situation of mergers and acquisitions market transactions in the film and television industry and their annual premium rate,the impairment of goodwill in the industry and the particularity of the film and television industry in terms of goodwill impairment through the analysis of the characteristics of the film and television industry.The fifth chapter is case study of Huayi Brothers’ M&A of Dongyang Meila.On the basis of introducing the motivation and scheme of M&A in detail,this paper confirms that high premium will increase the risk of impairment of goodwill by combining theoretical analysis with case analysis,and further analyses the source of the risk of impairment of Goodwill under premium M&A,and analyses the impact of impairment of goodwill from market and financial performance.The sixth chapter is research conclusions and suggestions.This paper mainly summarizes the source and impact of the risk of goodwill impairment under high premium M&A in the film and television industry,and puts forward measures to prevent goodwill impairment in the film and television industry M&A combined with this case,in order to protect the interests of small and medium shareholders.The seventh chapter is the deficiency and prospect of this paper.The limitations of this paper and the prospect of the future research direction. |
PDF Full Text Request