| Under the background of China’s accelerated economic transformation and increasingly fierce market competition,mergers and acquisitions have intensified.As an extension of the expansion strategy,M&A is favored by more and more companies in the absence of independent growth.In order to promote fair trade and prevent M&A risks,performance commitments emerged as an institutional arrangement and became the choice of many companies in M&A.The high performance promise shows the confidence of the promised party(the acquired party)in its own assets and the good news of the quality assets delivered to the market.Through factual evidence and scholarly research,it also proves that performance commitment has played a certain role in promoting the successful completion of M&A,and inspiring the management of the promised parties to make great efforts.However,in recent years,there have been many incidents of unfulfilled performance commitments,and the characteristics of high premium,high commitment,and low compliance rate have caused the market confidence to be hit hard.Under the surface,the problems brought about by performance commitments cannot be ignored.Behind the high performance promises are hidden the real motives of earnings management,continuous mergers and acquisitions of high-value goodwill to increase the value of assets,and even profit transfer to occupy the interests of minority shareholders.Whether high-performance commitment is a favorable guarantee for achieving synergy,or a tool for the interests of large shareholders to transfer encroachment on interests? How to improve this system? This article will select the case of Liantronics.CO.,LTD(300269)to acquire Time Share Media.This article will analyze the performance commitment system and the protection of minority shareholders’ interests by studying the impact of joint M&A activities and performance failure.On the basis of studying the literature and related theories of scholars at home and abroad,this paper first summarizes the institutional development of China’s performance commitments,summarizes the scale and commitments of performance commitments of China’s capital market.The role played in M&A and the risks that may exist in different periods.Secondly,Liantronics CO.,LTD,using the continuous merger and acquisition strategy,was selected as the case company.And one of the largest M&A was taken as a typical case.From the aspects of analyzing the M&A strategy,valuation and goodwill,the reasons for the failure of the commitment were analyzed.Then analyze the impact of performance commitments on the interests of all parties.In the internal business analysis,using the method of financial comparative analysis,through the calculation of relevant indicators,the impact of performance commitment on the profitability and growth ability of the company in different periods is analyzed.In the external market reaction,the event research method is used to judge the impact of the performance commitment,the performance failure,and the performance compensation on the interests of minority shareholders by calculating the excess return rate when the relevant event occurs.Finally,suggestions were made from improving information disclosure of performance commitments,strengthening supervision and prudent investment by minority shareholders.This paper has positive significance for improving the performance commitment system,promoting the smooth progress of M&A and protecting the interests of minority shareholders. |
