Research On Reasons And Economic Consequence Of Merger And Acquisition Performance "Changing Face" After Commitment Period

With the continuous development of China's capital market and the continuous improvement of the policy mechanism,the enterprise merger and acquisition activities become more and more normal.The risk of merger and acquisition activities is very high,it is easy to cause the integration of merger and acquisition is not ideal or even failure.The timely introduction of performance commitment can avoid the risk of high premium and protect the interests of investors.However,in order to achieve high premium M&A,more and more acquirees make high performance commitment,ignoring the limited profitability of the company itself,which also leads to the phenomenon of performance "face".After the merger wave in 2013,the problem of "changing face" of performance has become more and more prominent.This will not only bring great losses to both sides of the merger,but also damage the interests of small and medium investors.Therefore,it is necessary to study the performance commitment and performance "changing face".This paper first elaborates the research significance of performance commitment,briefly summarizes the research on performance commitment at home and abroad,and introduces the concept of performance "face change" and the theoretical basis of M&A valuation theory,information asymmetry theory,signal transmission theory,etc.Select Hua Wen media mergers and acquisitions in 2014 zhang see million tong and sign performance promises a typical case,the m&a and performance commitment introduces the concrete implementation process,combined with relevant theory to analyze the performance characteristics of commitment in the case,through the analysis of the case method,Jones model commitment period had a performance that is the cause of the "suddenly turn hostile",use the event analysis method analysis palm "suddenly turn hostile" event to see million tong performance Hua Wen media,the effects of short-term benefits,and financial index analysis method to study zhang see million tong performance long-term synergies "suddenly turn hostile" event.This paper finds that listed companies fail to use performance commitment reasonably,and at the same time there is earnings management behavior,which brings great risks to enterprises.M&a performance commitment signed by both parties in the case from the index set and compensation terms are not reasonable,the "suddenly turn hostile" were the main reasons for mergers and acquisitions to achieve higher acquisition premium and the high performance commitment,due to its profitability is limited and difficult to achieve the target profit,by earnings management means accurate standard;After the commitment period is no longer bound by performance indicators,its business performance has declined seriously.This paper holds that the "face change" event of Zhongshi Yitong has produced many negative effects on Huawen Media,which is not conducive to the long-term development of the company.Therefore,the paper puts forward some suggestions based on the case analysis: the regulatory layer should introduce corresponding policies for the performance commitment of listed companies in the merger and reorganization under the new situation,and strengthen guidance and verification from the supervision and other aspects;The responsibility of intermediaries should be clarified,the punishment measures should be quantified,the white list and black list of intermediaries should be established and improved,and the supervision and self-restraint of this industry should be strengthened.Listed companies should not only fully consider the actual situation of the acquired party when signing the performance commitment agreement,but also evaluate the situation during the merger and acquisition,so as to avoid the embarrassing situation that the performance of the acquired enterprise "changes face" as soon as the performance commitment period is over,and solve the problem from the source.