Research On The Financial And Tax Risk Of The Equity Transfer "Betting Agreement" Of J Company

With the development of economy,capital operation such as mergers and acquisitions among enterprises has become a common economic phenomenon and enterprise behavior.On the one hand,in order to narrow the information gap between the seller and the acquirer,and on the other hand,in order to stimulate the working enthusiasm of the employees of the target enterprise,the acquirer and the seller often add "bet agreement" or "bet clause" to the merger agreement to ensure the interests of the acquisition investor.However,the merger and acquisition or "bet agreement" itself is still in an immature state for China’s business environment,with high failure rate and high risk.H company acquired JE Company from J company through the acquisition method of additional "bet agreement".Due to the performance compensation,the amount of tax payable is 610 million yuan,which is typical.Therefore,this paper takes this as a case to study the financial risk and tax risk in the "bet agreement".The financial risk mainly refers to the loss of both parties caused by the details of valuation,valuation and payment in the process of acquisition,while the tax risk mainly refers to the occurrence of tax overpayment or tax omission due to the irregular behavior of enterprises in the process of acquisition.In view of the financial risks,this paper puts forward the difference analysis of asset appraisal methods under the "bet agreement",the impact analysis of the "bet agreement" on the valuation of the target company,the accrued earnings management analysis,and the large goodwill impairment risk,and puts forward the corresponding countermeasures according to the relevant financial risks,including mastering the real enterprise value of the target company,reducing the impact of the inherent defects of the appraisal method.Move the consideration payment node later to improve the initial recognition and subsequent measurement of large goodwill.In view of tax risks,the paper puts forward the risk of not handling tax-related matters on time,the legal risk involved in irregular tax payment,the financial burden caused by initial tax payment,the additional tax expenditure caused by performance compensation,and puts forward corresponding countermeasures according to relevant tax risks,including clear handling of tax-related matters related to equity transfer,employing professional tax managers to pay taxes according to law.The transfer of equity is matched with the collection schedule,and the profit compensation adjusts the initial investment cost.