| Merger and acquisition is an effective measure to promote enterprise growth and increase market share,and it is also a financial strategic activity to absorb investors' capital and expand business scope.With the launch of the 14 th Five-Year Plan,the country's economic development has been optimized and advanced in both breadth and depth.More and more enterprises take advantage of market opportunities and diversify through mergers and acquisitions,a more efficient way of development.In this process,the large goodwill formed by high premium merger and acquisition,the uncertainty of enterprise operation process and the earnings management motivation of the management and other factors also make the goodwill have a great risk of impairment.Merger and acquisition parties often adopt the way of signing the valuation adjustment mechanism to reduce the risk.As a protection agreement for investors,the valuation adjustment mechanism plays an important role in the process of enterprise.Therefore,how to reasonably and effectively set up the valuation adjustment mechanism,what impact the valuation adjustment mechanism has on both sides of merger and acquisition,whether it can really play a role in risk prevention,and the reasons for the impairment of goodwill in this process are urgent problems to be studied.Therefore,how to set up the valuation adjustment mechanism reasonably and effectively,what is the influence of the valuation adjustment mechanism on both sides of the merger and the cause of goodwill impairment in this process,are all problems that need to be studied urgently.After systematically sorting out the relevant literature on the valuation adjustment mechanism,goodwill and its impairment,this paper chooses the merger case of Baihua Village and Huawei Medicine as the research object.Firstly,based on conceptual theory,the whole course of betting events is combed.Secondly,from the valuation of the target,the essence of the valuation adjustment mechanism,the measurement and disclosure of goodwill,the results and risks of the merger of the case company are analyzed,and the corporate management synergy and financial synergy effect after the merger are analyzed.Finally,this case is analyzed in detail and summarized and suggested pertinently.Through the analysis of Baihua Village case,the research finds that: scientific valuation method,matching merger consideration,reasonable performance commitment and performance compensation can play an effective prevention and control role on goodwill impairment formed under the valuation adjustment mechanism.Paying attention to risk control is the premise for the successful and effective use of the valuation adjustment mechanism.The key is to reasonably set the details of the specific agreement,and the guarantee is to improve the relevant management mechanism.At the same time,it is found that the recognition of goodwill impairment has a certain lag,so attention should be paid to the payment method of merger and acquisition stipulated in the valuation adjustment mechanism and the goodwill impairment compensation clauses in the later period,and the disclosure of the related content of goodwill impairment should be timely and sufficient.Based on the domestic and foreign literature and case analysis,this paper puts forward some suggestions on risk management and control for enterprises and regulatory organizations.To a certain extent,it has enriched the case analysis related to the valuation adjustment mechanism and the risk control of goodwill impairment of enterprises,provided the analysis and decision basis for the merger and acquisition parties to sign the valuation adjustment mechanism,and has certain reference and application value for the company to better avoid the risk of goodwill impairment of enterprises.It provides a thinking direction for the arrangement of the terms of the valuation adjustment mechanism,the appraisal of the target of m?a and the subsequent measurement of goodwill in the m?a of cross-border companies. |
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