| Since 2008,in M＆A activities of listed companies,if the value of the target company is evaluated by the income method,both parties to the merger and acquisition must enter into a performance commitm ent compensation agreement,and the merged party must make a performance commitment.According to Management measures issued by China Securities Regulatory Commission,This is to protect the interests of small and medium-sized investors of listed companies.Since then,a growing number of public companies have used performance commitment agreements.From the perspective of the benefits of performance commitments,on the one hand,the performance commitments made by the acquire are not only conducive to th e smooth completion of M＆A,but also help to increase the transaction price of the target being acquired;on the other hand,the acquirer can transfer certain merger risks,Compensation can be obtained when the acquired party fails to fulfill its performance commitments,and at the same time,the interests of small and medium investors can be protected,which can be described as a "win-win".However,an increasing number of performance-commitment compensation agreements continue to decline in final completion rates.This shows that the performance commitment agreement has two sides.On the one hand,reduce the risk of M＆A,it will also bring new derivative risks and bring negative business impact to the acquirer.Therefore,how to accurately identify the risks existing in performance commitments and take effective risk prevention measures is an urgent problem to be solved at present.This paper studies the performance commitment compensation agreement signed by Xunyou technology M＆A lion roar,and divides the performance commitment compensation agreement into three stages:the first stage,the middle stage and the second stage,which correspond to the risk at the time of signing,the risk during performance and the risk after failing to meet the standard.The study found that there are risks of high valuation,unreasonable performance targets,insider trading risks,and the risk of paying fees involved in excess rewards during the performance commitment signing stage;the risks during the performance commitment period are caused by performance pressure.Earnings management risk and integration risk of failing to integrate resources of the acquire in a timely manner;risks after unaccomplished performance commitments include goodwill impairment risk,insufficient performance compensation,tax treatment risk of performance compensation payments,and stock price crash risk.In view of these problems,this paper puts forward corresponding risk prevention suggestions.It is hoped to provide some suggestions for enterprises when using performance commitment compensation agreement,reduce the derivative risks of performance commitment agreements,enhance risk response capabilities,and protect the legitimate rights and interests of acquirers and small and medium shareholders. |
