Analysis On The Violation Of Information Disclosure In The Process Of Enterprise Merger And Acquisition

With the rapid development of the capital market,the information disclosed by enterprises has gradually become an important evidence for the regulatory authorities to realize their regulatory functions and investors to make investment decisions.Since merger and acquisition has gradually become an important way for enterprises to realize strategic goals quickly,and it has the characteristics of long cycle,wide involvement and complex business,it often becomes a high incidence area of illegal information disclosure.Since 2015,the number of listed companies has grown rapidly,followed by a high growth trend of information disclosure for violations.According to incomplete statistics,the number of penalties imposed by the CSRC for information disclosure violations by listed companies increased year by year from 121 in 2015 to 218 in 2019.In the face of this situation,the securities regulatory authorities have also made corresponding adjustments,paid high attention to the disclosure of enterprise M&A information,and increased the intensity of the punishment of information disclosure violations.However,mergers and acquisitions enterprises still choose to take risks,trying to take advantage of the long period of mergers and acquisitions,involving a wide range of complex business characteristics,false disclosure of information,misleading investors to make decisions,escape supervision and punishment.Such behavior not only damages the interests of enterprises themselves,but also undermines investors’ confidence in the capital market.In the long run,such behavior will affect the healthy and orderly development of the capital market.In the face of the complex and tedious information disclosure of enterprise merger and acquisition,it is necessary to find the reasons from different links,strengthen supervision,and then improve the information disclosure system of enterprise merger and acquisition.Scholars have done extensive research on the problem of enterprise information disclosure.From the perspective of attention,most of the studies focus on the violation of information disclosure concerning daily business activities of enterprises,and lack of attention on the violation of information disclosure related to mergers and acquisitions.From the perspective of reason analysis,scholars’ analysis of the reasons for the violation of enterprise information disclosure mostly focuses on the macro level,mainly from the internal enterprise,regulatory environment and stakeholders of the capital market.However,there is a lack of due attention to the actual situation and the motivation behind the specific behavior of enterprises in the process of merger and acquisition.In terms of research methods,most of the methods adopted by scholars are empirical ones,and few are case studies.Therefore,through the case analysis of enterprise M&A information disclosure,find out the reasons of enterprise M&A information disclosure violations,and put forward the corresponding solutions to have more important practical significance.This paper takes "Beautiful Ecology M&A Bada Garden" as the research object.The first chapter mainly introduces the research background,significance,methods and ideas,and reviews the research status of enterprise information disclosure and M&A information disclosure.The second chapter first explains the related concepts of information disclosure,and then explains the theories needed in this paper.The third chapter mainly elaborates on the whole process of the violation of information disclosure of "Meili Ecology",including its own situation,the process of merger and acquisition,performance commitment,the main problems of information disclosure in the process of merger and acquisition and the punishment received;The fourth chapter analyzes the illegal disclosure of information by "Beautiful Ecology" in the process of merger and acquisition.It mainly takes the fraud triangle theory as the main framework and combines the information asymmetry theory,the principal-agent theory and the signal transmission theory for analysis.In terms of content,the reason analysis includes not only the reasons of the merger and acquisition parties themselves,but also the reasons of external supervision and evaluation.The fifth chapter puts forward the countermeasures according to the reasons described in the fourth chapter,and the sixth chapter is the conclusion and prospect.The final conclusion of this paper is that the high premium and high performance commitment and the huge profit temptation are the main reasons for the violation of corporate information disclosure.The effectiveness of internal control,the pertinence of external supervision and the caution of third-party evaluation agencies will increase the possibility of the violation of information disclosure.Therefore,the merger and acquisition parties should be cautious in setting the target of performance commitment,and should not be too optimistic;The regulatory authorities should enhance the supervision,make adjustments suitable for the actual situation,improve the pertinence of the supervision on the information disclosure involved in the specific behavior of enterprises,and increase the punishment for the violation of information disclosure.External appraisers should also exercise caution in valuing the underlying assets and avoid high premium valuations.It is hoped that the research of this paper can provide help for enterprises in the disclosure of M&A information,and also hope that it can play a reference role for investors when similar M&A events occur in the future.