| In recent years,more and more public companies in the capital market have diversified their strategic development through mergers and acquisitions to reduce the simplified operation risk.However,due to such factors as information asymmetry,both parties of the transaction made performance commitments to ensure the fairness of the transaction and protect the interests of investors.Since 2008,merger-and-acquisition with performance commitment regularly arise and expand.Nevertheless,with the arrival of the performance commitment period,most enterprises fail in performance bet according to the annual reports disclosed by various enterprises.The failure of the performance bet not only affects the company’s performance,but also causes a variety of risks,such as falling share prices sharply and legal disputes between merger parties.The reason is that most enterprises in our country have a bigger problem in how to operate performance bet rationally and efficiently.The performance commitment mechanism isn’t working the way it’s supposed to.It ignores its significant connotation as a value adjustment mechanism.Therefore,it is of great significance to explore the right role of performance commitment in merger-and-acquisition and how to use performance commitment reasonably and effectively.This paper analyzes a series of subsequent economic consequences and their effects of the merger and acquisition of Huang’s group,and further studies the causes of unfulfilled performance.This paper analyzes and understands the reasons from the aspects of value added assessment,the setting of performance commitment clauses,the underlying enterprise and the reasons of the group itself,and accordingly puts forward suggestions such as reasonable assessment and recognition of goodwill,scientific design of performance commitment scheme,introduction of performance commitment guarantee mechanism and careful selection of underlying assets.In addition,it is found that high valuation and high premium are easy to generate huge goodwill impairment.Therefore,enterprises should fully evaluate the potential risk of the underlying asset,be cautious about the high premium rate and make specific and rigorous provisions on the goodwill impairment test arrangement of the underlying asset.In addition,performance commitment may not play a positive incentive role.Some senior shareholders in the acquired parties violate performance commitment for their own personal gain,which seriously damages the interests of both parties and damages the interests of both parties.Finally,there are irrational factors driving the cross-border mergers and acquisitions.Enterprises should be rational and prudent,choose the right underlying assets,and avoid blindly following the trend of investment. |
