Research On Risk Identification And Prevention Of Performance Commitment In Merger And Acquisition Based On ST Dongling

Grow with each passing day,the number of mergers and acquisitions of listed companies is increasing day by day.In order to prevent the valuation bubble in the M&a business of listed companies,reduce information asymmetry and protect the interests of the shareholders of the M&A,performance commitment agreement is widely applied to the listed companies and the purchase business.However,with the arrival of the performance commitment period,some M&A businesses show the problem of performance commitment:there is a phenomenon that the performance commitment is not up to standard,or even a lawsuit situation caused by the great change of performance,which directly affects the overall performance and stock price volatility of listed companies.Performance commitment agreement not only fails to effectively prevent the M&a risk brought by the acquirer,but also brings some risks.In this context,this paper studies the performance commitment and its risks from the perspective of the acquirer.Taking st Dongling’s acquisition of Zhongnong group as an example,through the analysis of the three stages before signing the performance commitment with Zhongnong international,during the implementation of the performance commitment and after the failure of the performance commitment,this paper finds out the problems existing in the application of performance commitment by St Dongling in this process and divides them into three stages Finally,based on the inspiration from St Dongling’s unsuccessful merger and acquisition,This paper constructs a complete system of prevention,identification,control and response of M&a performance commitment risks of listed enterprises,and holds that M&A enterprises should still try to establish firewalls to prevent relevant risks before signing the M&a commitment agreement,that is,to build a risk prevention mechanism before signing the performance commitment agreement;secondly,during the M&a commitment agreement period,M&A enterprises should continue to operate for the acquired enterprises The possible risks are identified,that is,the risk identification system within the period of performance commitment is constructed;in addition,remedial measures are taken as far as possible to control or reduce the occurrence of the identified risks;finally,when the performance commitment of the merged enterprise is determined to be unable to meet the standards,the merged enterprise shall take relevant measures to actively respond,that is,to build the response system of the performance commitment not meeting the standards in the merger and acquisition business。It not only enriches the theory of performance commitment in M&A,but also improves the awareness of risk prevention in M&A of listed companies and reduces the disputes and losses caused by performance commitment...