| Merger and reorganization of enterprises has always been an important way of industrial reorganization,the scale and number of transactions are constantly expanding.In mergers and acquisitions,large premiums generally exist.In order to alleviate the loss risk of listed companies,m&a enterprises are more willing to sign performance commitments to protect their own interests.However,the failure of performance commitment is frequent,and the performance of the acquired company is not up to the standard,the performance compensation is difficult to be realized and the performance commitment is terminated in advance.Therefore,performance commitment,especially failure of performance commitment,is an important research direction.From the capital market m&a cases,performance commitment is widely used,but the majority of failure cases.This paper selects the case of failure of performance commitment agreement in the merger and acquisition of UNITED Construction Optoelectronics co.,LTD.,and analyzes the reasons for failure of performance commitment of United Construction Optoelectronics Co.,LTD.,based on the whole process of performance commitment signing from 2013 to 2020 from signing to completion.First of all,the performance commitment and performance commitment risk related theories are sorted out and summarized.Secondly,a case study is introduced to introduce the m&a process and the application of performance commitment agreement.Again,according to the results promised each stage of the work content analysis lianjian photoelectric performance is committed to the cause of the failure,respectively,in view of the performance commitment signed before the preparatory phase of the target selection,sign the terms and conditions set in the phase of the high valuations and high performance targets and execution phase after signing the commitment to perform analysis and management problems.Finally,from the failure of the performance commitment of Lianjian Optoelectronics,it is proposed to carefully select the target of m&a and conduct due diligence in the early stage of performance commitment.In the middle of performance commitment,appropriate evaluation methods should be selected,performance commitment targets should be set up in stages and step-by-step acquisition should be made.In the late stage of performance commitment signing,it is suggested to restrict the management behavior of the acquired enterprises and choose flexible performance commitment compensation mechanism.It provides reference for the application of performance commitment in m&a,and makes contributions to improving performance commitment mechanism,reducing performance commitment risk and promoting the benign development of China’s capital market. |
