Research On The Risk Of Performance Comensation Agreement In Enterprise M&A

With the gradual maturity of the basic market and the gradual improvement of the relevant system,in recent years,listed companies in China have chosen to launch enterprise mergers and acquisitions,the number and scale of mergers and acquisitions are considerable,and showing a growing trend of fanaticism.Mergers and acquisitions of listed companies are restructured because successful mergers and acquisitions can strengthen the competitiveness of the company in the market and improve the profitability of the company to become a driving force for development.As a valuation adjustment mechanism in M&A,the existence of performance commitment is expected to reduce the risk of M&A investment of listed companies.However,with the disclosure of performance commitments in due course,the bubble of market Carnival gradually dispersed,and the true appearance of performance promises also emerged: many listed companies failed to meet their performance commitments,and more performance compensation was not in place.Eventually,both sides filed a petition.The failure of performance commitment has a certain impact on the stock price and overall performance of listed companies.In the past,some listed companies would choose to change the compensation clause of performance commitment halfway.But in 2016,the provisions of the Securities Regulatory Commission explicitly prohibit this behavior.Once performance commitment is set,there is no room for change.Under this background,this paper firstly identifies performance commitment risk by hierarchical system modeling method(HHM),uses analytic hierarchy process(AHP)to find out and analyze the outstanding risk,then chooses case analysis method,takes performance commitment agreement signed in M&A and reorganization as the key research object,and chooses the case of Ningxia Xin Ri Heng Li Steel Wire CO.,LTD.M&A of Bo Ya Stem Cells to write.In the last,on the basis of the problems and reasons analyzed above,the corresponding suggestions are put forward.This paper studies performance commitment mainly from the perspective of listed companies,i.e.mergers and acquisitions,identifies the risk points that mergers and acquisitions may encounter in the process of performance commitment,deepens the understanding of the nature of performance commitment of listed companies,improves the awareness of risk prevention of performance commitment of listed companies,carefully treats performance commitment in future mergers and acquisitions of listed companies,and tries to avoid the risk of performance commitment.Effective use of performance commitments to help the successful implementation of mergers and acquisitions and reorganization and follow-up integration development has a certain reference significance.