Case Study Of DaSheng Culture On The Performance Commitment Of M & A Of Listed Company

With the establishment and improvement of the socialist market economy system,China’s economy is developing rapidly and the growth modes of enterprises are becoming more and more diversified.Whether it is the adjustment of development strategy of traditional enterprises or the integration of resources in emerging industries,the implementation of mergers and acquisitions through the capital market has become an important way and means for enterprises to expand new markets and achieve strategic goals.Mergers and acquisitions bring development opportunities to enterprises but also bring great challenges.In order to prevent information asymmetry,reduce investment risk,protect the rights and interests of minority shareholders,and motivate enterprise managers,performance commitment mechanism has been applied by most enterprises.As a valuation adjustment mechanism,performance commitment can help investors avoid the risk of mergers and acquisitions,and motivate the management to better maintain the ability to operate.However,in practice,with the continuous increase of the application cases of performance commitment,the drawbacks of performance commitment become increasingly obvious.The problem of high valuation,high premium and high performance commitment is prominent,and the proportion of performance commitment that cannot be fulfilled also increases year by year,bringing a lot of adverse effects to mergers and acquisitions enterprises and the capital market.In this context,this paper chose the performance pledges problem serious cultural media industry,through acquisition and reorganization case studies of Dasheng culture,analyzes the present situation of merger,acquisition and reorganization of listed companies,performance pledges,performance results and the reason of hard cash commitment no-show the responses of the content.In learning,on the basis of summarizing literature,trying to study from the perspective of mergers and acquisitions party through the consultation to performance pledge agreement include performance commitment to design and compensation mode of goal setting,terms,analyzing performance promises completion,summing up the reasons of performance pledge difficult to cash,and give suggestions related target selection,mechanism and policy design.Through case study analysis,this paper argues that: the performance commitment to promise,investigate its reason on the one hand is no accurate grasp the mergers and acquisitions enterprise national industrial structure policy and market situation,and according to their own and the target enterprise actual situation,the rational allocation of resources,at the same time due to incomplete information disclosure mechanism,imperfect signal transmission is not smooth,evaluation methods,to the target enterprise to make the assessment value of blind on the high side,lead to high performance target commitment.On the other hand,the integration of factors after merger and acquisition is highly systematic and cumbersome.There are many potential risk factors such as policy environment,macro economy,market competition and the execution ability of the target enterprises,which often lead to the fact that the actual performance does not reach the expectation and the performance commitment is difficult to fulfill.In this regard,both parties should formulate a reasonable strategic route according to the long-term strategic objectives of the enterprise,make clear the motivation of using the performance commitment mechanism,and guard against the risk of blindly setting high performance commitment.In the valuation of the underlying asset,the value and future development capacity of the underlying asset should be evaluated reasonably and objectively,the valuation method should be improved,the acquisition price should be reasonably determined,and the probability of high premium mergers and acquisitions and high performance commitment should be reduced,so as to avoid the problem of performance commitment being difficult to fulfill.In addition,the regulatory authorities should carry out effective policy constraints on the performance commitment mechanism,strengthen supervision,effectively protect the legitimate rights and interests of investors,maintain the effective order of the capital market,and ensure the long-term healthy development of the industry and the stable operation of the overall economy.