| Mergers and acquisitions are an important means for companies to achieve expansion,but companies often face great risks in mergers and acquisitions.As a valuation adjustment model,VAM can reduce the risks of mergers and acquisitions and promote the smooth progress of mergers and acquisitions.However,in the actual merger process of enterprises,it is easy to ignore the risks inherent in the VAM itself,resulting in problems such as failure to meet performance standards or even fraud,and failure to implement performance compensation commitments.Under the Covid-19,the world economy is in deep recession.It is difficult for companies to achieve corresponding performance commitments within the time limit for betting,and the risks of VAM are undoubtedly exposed.Therefore,managing the risk of VAM is very valuable for promoting the smooth progress of mergers and acquisitions and promoting the orderly development of the financial market.This article combs the related literature on VAM,mergers and acquisitions VAM,risk management,and risk management of VAM in detail,chooses the risk management of VAM in corporate mergers and acquisitions as the entry point,and selects H company’s merger and acquisition VAM cases to analyze.First,introduce the general situation of the film and television industry,the specific circumstances of the H company’s merger and acquisition of VAM cases,and the motivations of the parties to the merger.Secondly,combine the identification and analysis of key cases to analyze the risks in the use of the VAM,and adopt hierarchical analysis and fuzzy comprehensive evaluation methods.Risk assessment.Finally,according to the risk management theory,a risk management framework for the VAM is constructed and the risk management analysis of H company is carried out.The main research conclusions of this paper are:(1)The motives of the merger and acquisition parties signing the VAM are different.The acquired party is to convey the quality of its own company and promote the smooth progress of financing activities.The acquirer is to reduce information asymmetry and obtain merger coordination.Effect,encourage and restrain the management.(2)The risks in different stages of VAM are different.During the preparation period,they face the risk of insufficient preliminary investigation,the risk of valuation distortion,and the risk of unreasonable performance commitments.During the signing period,they are faced with financing risks and gambling.The content of the terms expresses unreasonable risks.During the implementation period,they are faced with the behavioral risks of the management,the risk of goodwill impairment,the risk of control rights and the risk of default.(3)According to the results of the risk assessment,it is found that the preparation period,signing period and execution period of the VAM used by enterprises in mergers and acquisitions are relatively risky.Among them,in the preparation period,the risk of valuation distortion and performance commitment setting are more prominent;in the signing period,the financing risk is more prominent;in the execution period,the risk of control rights is more prominent.Based on risk management theory and risk management principles,this article constructs a risk management framework to manage risks in stages according to time and process:(1)During the preparation period,the acquirer needs to clarify the importance of due diligence in advance and choose a reasonable valuation Ways and develop appropriate performance standards to prevent valuation and performance commitment risks.(2)During the signing period,the acquirer will prevent financing risks through hybrid payments and broaden financing channels,and use complete and adequate procedures to control and prevent risks set by gambling clauses.(3)During the execution period,the acquiring party enhances the development space of the company by introducing high-quality management systems and injecting talents for the target company,restricting the acquired party by adding restrictive clauses and appointing senior management;Make a one-time provision and amortize in subsequent years to deal with the risk of goodwill impairment. |
