Research On Corporate Performance And Risk Under Listed Companies' M&A Performance Commitment

In recent years,with the rapid development of Internet technology,the digital cultural industry has entered a new stage of leap-forward development,and more and more real economy is moving towards online and digitalization.The trend towards customization and ecologicalization of new media has become more apparent.In the context of consumption upgrades,China's traditional media industry has been greatly impacted and gradually embarked on the road of business transformation.In 2014,the "Guiding Opinions on Promoting the Integrated Development of Traditional Publishing and Emerging Publishing" and the "Opinions of the State Council on Further Optimizing the Environment for the Reorganization of the Enterprise Merger Market" further accelerated this process.Stimulated by macro policies,many traditional media companies in China have adopted mergers,acquisitions and reorganizations to pursue corporate transformation and achieve business diversification.Cross-industry mergers and acquisitions of Internet companies are frequent.However,this type of M & A will cause companies to face higher valuation risks due to information asymmetry,and may even cause huge goodwill impairment issues.In 2018,due to the large valuation bubble in the investment and merger boom,China's media industry has accumulatively accumulated 48.13 billion yuan of goodwill impairment losses,and many "goodwill thunder" incidents have occurred The interests of small and medium shareholders have been seriously damaged.In this context,how to effectively use the performance adjustment as a valuation adjustment tool to avoid the risks of high-premium M & A has become a hot issue in the capital market.Performance commitment is essentially a put option.It is a contract reached by both parties to reduce the risk of M & A and promote the success of M & A activities.In 2008,the China Securities Regulatory Commission announced in the "Management Measures for Major Asset Reorganizations of Listed Companies" that it first introduced performance commitments to asset mergers and acquisitions,and subsequently issued detailed regulations to regulate and adjust.At present,performance commitment as a risk hedging tool has been frequently used in mergers and acquisitions in China's media industry.However,the phenomena of "high performance commitment","high valuation",and "high goodwill" appearing in the capital merger and acquisition market in recent years show that China's application of performance commitment is not mature enough.In this context,this article is based on the cultural media industry,on the premise of systematically summing up the research results in related fields,based on the information asymmetry theory,the principal-agent theory and the goal setting theory,the cross-industry merger and acquisition of Chinese media is a star In-depth analysis and research on highly representative and reference successful cases.This article uses a combination of qualitative analysis and quantitative analysis to carry out a comprehensive analysis of Chinese media's M & A performance and risks.This paper analyzes the performance and financial status of Chinese media before and after M & A by using various evaluation methods and finds that performance commitment has a good incentive effect on the management of the target company,promotes the integration of enterprise resources,and improves the short-term after the company 's M & A Performance and long-term performance during the performance commitment period have markedly improved the company 's shareholder wealth and value creation capabilities;however,after the commitment period,performance commitments did not significantly improve M & A performance.In addition,this article finds that the introduction of performance commitment has increased the valuation risk,financing risk and goodwill impairment risk of Chinese media.The introduction of evaluation institutions,preferential share compensation,high proportion of share payments,and excessive performance incentives can effectively reduce the risk of related mergers and acquisitions,promote the integration of the resources of both parties,and improve the success rate of corporate merger activities.This article summarizes the successful experience of Chinese media at the end,with a view to providing reference and reference for other companies to reasonably use performance commitments in M & A activities.