A Study On The Risk Of Gambling Agreement And Its Prevention Research On The Merger And Acquisition Of Xunyou And Shizhihou

As China's economy to the technical transformation,under the requirements of the environment,capital investment and merger and acquisition of the resulting,due to the merger and acquisition both sides in the process of cooperation there is information asymmetry,the problem such as the lack of trust,caused the high premium rate when mergers and acquisitions,in order to effectively avoid these problems,the bet protocol,namely a kind of contract.The gambling agreement is a kind of price evaluation mechanism,which is an evaluation of the future performance of both parties based on the development of the enterprise,and then a performance agreement is made.Bet protocol used in mergers and acquisitions in China time is not long,bet agreement was first used in the west of the capital market,and successfully completed the bet on agreement of 2003,China's performance targets,namely mengniu with international investment institutions such as Morgan Stanley,then raised a hot wave bet protocol used in China.Although bet protocol can play the role of incentives to management,but on the other hand may also bring huge pressure to management,while ignoring long-term to short-term benefits,bet against the success,direct cause of mergers and acquisitions both sides "win-win" or "lose-lose" situation,impact on mergers and acquisitions both sides.Currently,the use of bet against the agreement is not well play its reducing information asymmetry and incentive effect,and positioning of the law in our country is not very clear,shortcomings in the theory study and research works.So the bet agreement possible risks in mergers and acquisitions and how to make risk prevention is of certain significance,this article will through the way of case analysis,within the time limit to bet against the possible risk prevention Suggestions.In this paper,the research contents: adopts the combination of theory and case analysis method,the first part,first of all,the present situation of the related theory and research in this,I write this paper is expounded thebackground and significance of;The second part,case situation,the background of the case,on both sides of the company's business model through the graph and the inference graph form to display,then describes the company bet against the agreement between the two sides signed the content;The third part is case analysis part of this paper,analysis of yu xun technology and lion roar of bet on both sides of the motivation of the agreement,mainly from the Angle of the yu xun technology is analyzed,then the part is the focus of this article,in yu xun technology and lion roar of merger and acquisition of risk analysis,mainly includes six aspects: performance targets,shareholders reduce risk,equity risk,moral risk management,industry and market risks,risks of market regulation,the fifth part is mainly in view of the above risks put forward the corresponding precautionary measures,then on the conclusion of this thesis and the deficiency existing in simple writing.This article research conclusion: enterprises in mergers and acquisitions on the agreement before,to bet against protocol has a deep understanding of,analysis of advantages and disadvantages,to measure,to bet against the agreement a rational understanding,not overly rely on bet against the agreement;Second,formulate reasonable and detailed on the terms of the agreement,we must clarify the bet agreement is a valuation of the future,high yield and high risk,and bet against the agreement itself at risk,performance risk of target unfinished,so at the time of performance is set to comprehensive consideration,we're going from how to reduce the moral hazard caused by information asymmetry,the comprehensive consideration on the risk factors in the design,formulate reasonable risk-averse scheme.