The Research On The Violation Of Equity To Minority Shareholders By Backdoor Listed Company Performance Commitment

Under the background of industrial restructuring and enterprise transformation and upgrading,the importance of extensional development has become increasingly prominent.mergers and acquisitions show blowout growth,but the violation of equity to minority shareholders also become more,.In order to protect the interests of minority shareholders,the securities regulator stipulates the performance commitment in the form of law: if the underlying assets are valuated by the method based on the future earnings of the enterprise,and the related transaction or the change of control rights are involved,the counterparty of the transaction should sign a clear and feasible compensation agreement with the listed company.Backdoor listed company has the change of the actual controller,which belongs to the type of mergers and acquisitions that the CSRC obliges to sign performance compensation agreements.Because the promisor is both a major shareholder,the existence of performance commitment may aggravate the principal-agent problem because of self-interest motivation,which is contrary to the original intention of performance commitment.Whether compulsory performance commitment can really protect the interests of minority shareholders as expected by the market is worth exploring.This paper combs the relevant literature and theory of performance commitment and the protection of the interests of minority shareholders,and descriptive statistics on the performance compensation agreement and commitment implementation of backdoor listed companies in the past five years.In order to further explore the damage of performance commitment to the interests of minority shareholders,this paper takes Yabaite as an example to analyze the causes of the damage caused by performance commitment,review the means of infringement adopted by large shareholders,and measure the damage from two dimensions of market response and financial indicators.Finally,paper reviews the whole incident and puts forward rationalization suggestions from the four levels of regulators,intermediaries,listed companies and minority shareholders.This paper finds that the phenomenon of "high valuation and high premium" has become a "new normal" in backdoor listing transactions,and the situation that performance commitments fail to meet or accurately meet the standards is also widespread,which makes the interests of minority shareholders face a serious threat.Trough the analysis of J Yabaite 's case,this paper finds that the particularity of the identity of the promisor creates motivation and conditions for the infringement.At this time,the high performance commitment which is difficult to fulfill induces the "tunneling" behavior of large shareholders,such as embezzlement of backdoor gains,financial fraud and equity pledge.The performance promises are not up to standard and financial fraud exposure has led to sharp fluctuations in stock prices,damage to the company's reputation,and deterioration in operating conditions,which has caused tremendous damage to the interests of minority shareholders.The contribution of this paper is mainly from the particularity of backdoor listed companies' promisors,which broadens the research perspective.In addition,this paper counts the development status of the performance commitment of backdoor listed companies in the past five years,and enriches the research content of performance commitment.In the selection of research cases,this paper selects the Yabaite company that has been investigated and punished by the CSRC because of financial fraud,which has a strong typicality.The conclusion reveals the deep relationship between performance commitment and financial fraud,enriches the research results of performance commitment on the protection of minority shareholders,and puts forward reasonable suggestions.The disadvantage is that only a single case study is selected,no large sample analysis is carried out,and there is no quantitative basis for the degree of violation of backdoor listing performance commitment.Moreover,the descriptive sample size of backdoor listing is small,and some statistical results may be deviated from the real situation.