Research On The Merger And Acquisition Bettingand Benefit Transfer Of Listed Companies ——A Case Study Based On Huayi Brothers

Since the implementation of the 14th Five-Year Plan,the state has been increasing its policy support for the cultural industry,and more and more companies in the film and television industry have seized this favorable opportunity to embark on a rapid development path by mergers and acquisitions.As China’s capital market is still in a weak and effective stage,information asymmetry and other factors often lead to the problem of unreasonable valuation in merger and acquisition difficult to solve.so the betting agreement is used by more and more listed companies during M＆A.However,as the M＆A boom continues,the betting agreements used by some film and TV companies in M＆A have not only lost their proper functions,but are even suspected to be used as tools for benefit transfer,making the problem of high valuation and high premium in M＆A more and more serious.However,at present,the discussions linking the betting agreements with benefit transfer are mostly found in some media or online platforms,and relatively few relevant academic studies and in-depth case studies have been conducted,so the problem of benefit transfer under M＆A betting needs to be studied in depth.In this paper,we adopt the case study method and conduct an in-depth analysis of two M＆A betting cases of Huayi Brothers Company in 2015 based on theories such as signaling and hollowing out.First,combing through the information reveals that the two merged companies,Dongyang Haohan and Dongyang Meila,are both shell companies established not long ago,and based on the detailed terms of the betting agreements,the basis of valuation and the combing of performance,the possibility of benefit transfer in between is suspected.Second,based on the time flow of the M＆A betting,we analyze the process of interest transfer that exists in this context,the relationship behind the M＆A parties,and the conditions under which the interest transfer was reached,so as to prove that Huayi Brothers did have the problem of interest transfer in the M＆A betting.Again,we further analyze in depth the economic consequences of the transfer of benefits in the M＆A betting to the company and how Huayi Brothers disposed of the goodwill impairment issue.Finally,relevant conclusions are drawn and relevant policy recommendations are proposed at three levels,namely,regulatory level,listed company and small and medium shareholders,in order to prevent the problem of transfer of benefits in M＆A betting and provide certain case experiences for future M＆A betting of cultural enterprises.