Study On Corporate Tax Risk And Prevention From The Perspective Of Merger And Acquisition Bet Failure

M & A is very active in our capital market.The two sides of M & A will reduce the negative impact caused by information asymmetry to some extent by signing a bet agreement.The punishment mechanism in the betting agreement can give certain guarantee to the acquirer,and the reward mechanism can give certain incentive to the acquiree.The gambling agreement is widely used in the merger and acquisition of Chinese enterprises.However,due to its short introduction time and imperfect tax treatment of performance commitment compensation in the gambling agreement,enterprises face tax risks when using the gambling agreement.Once the bet fails,it will bring the tax risk of high tax burden,repeated tax payment and difficult tax refund to the enterprise.Many enterprises want to use bet to promote the smooth progress of merger and acquisition,so it is very necessary to reduce the tax risk of bet agreement in merger and acquisition.Therefore,it is of great practical significance for this paper to study the enterprise tax risk under the failure of merger and acquisition betting.This paper takes Tongding Internet’s merger and acquisition of Baizhuo Network as an example to study the enterprise tax risk after the failure of the bet,the main research content includes the following aspects;First of all,on the basis of literature review,this paper takes information asymmetry theory,game theory,option theory and incentive theory as the basis for theoretical analysis.Secondly,this paper analyzes the current situation of tax treatment system of enterprise merger and acquisition betting agreement,and makes an in-depth discussion on the current situation of tax risk of enterprise merger and acquisition betting agreement.It is found that the tax risk of betting agreement is embodied in the tax risk caused by the unsound tax law,the tax risk caused by the inconsistent aperture and the tax risk caused by high valuation.Thirdly,it makes an in-depth analysis of the enterprise tax risk and its causes after the failure of betting.The study found that the failure of Tongding Internet merger and acquisition of Baichao network bet may produce performance compensation tax risk,stamp duty double tax risk,cash dividend return tax risk,asset impairment tax risk and shareholder equity transfer tax risk.Moreover,the reasons for tax risks from the analysis of tax risks may be that the high valuation produces excessive performance promises,improper setting of performance terms,insufficient investigation of the promised party or the promised party does not perform the agreement and the lack of laws and policies in the relevant tax law.Finally,the paper puts forward some countermeasures to reduce the tax risk under the failure of merger and acquisition betting.This paper believes that tax risks should be reduced from the following aspects:First,reasonable valuation should be carried out to correctly evaluate the enterprise value of the acquired party.Second,carefully set up performance compensation clauses,through reasonable selection of compensation methods,reasonable setting of performance bet targets,set up a variety of performance bet standards and installment payment of acquisition price to reduce the risk of improper provision.Third,fully investigate and control the promisor to reduce the risk of gambling failure caused by improper management of the promisor.Fourth,strengthen the communication with the tax authorities,timely adjust the tax treatment of the performance commitment compensation after gambling failure.Fifth,improve the establishment of the enterprise’s own tax risk system and legal department system,and timely identify possible tax risks.