| In order to obtain more resources,more and more listed companies choose to achieve better development through mergers and acquisitions,which can allow enterprises to directly obtain capital and technology and accelerate the diversified expansion of enterprises.However,in the process of M&A and restructuring,small and medium-sized shareholders in an information disadvantageous position and small voting rights are more likely to be harmed than the interests of large shareholders.In order to protect the interests of minority shareholders,the CSRC has proposed a performance commitment system.However,as performance commitments become more widely used in M&A activities,the drawbacks of the performance commitment compensation mechanism have gradually emerged,such as pushing up valuations,inducing earnings management,and making performance compensation commitments difficult to fulfill.This paper takes the acquisition of Hongxiang Technology and Zhongqiang Technology by Golden Shield as examples to study the impact of performance commitment on minority shareholders,aiming to provide theoretical and practical references on the problems related to the drawbacks of performance commitment.Firstly,we will sort out the relevant literature,clarify the relevant concepts,and analyze the mechanism of performance commitment on the interests of small and medium-sized shareholders based on information asymmetry theory,signal transmission theory and principal-agent theory.Then enter the case section to introduce the basic situation of both parties to the case,the merger and acquisition plan,the performance commitment plan and the performance.The core part is case analysis,which explores the impact of performance commitments on the interests of minority shareholders from four aspects: the motivation for signing performance commitments,the impact of performance commitments on the interests of minority shareholders,the mechanism and internal governance,combined with the case analysis method and the event research method.Through research and analysis,it is concluded that although performance commitment can improve market performance in the short term,long-term performance and operating performance decline,and the interests of minority shareholders are ultimately damaged.The long-term mechanism of performance commitment on the interests of minority shareholders includes: setting performance targets too high to form high goodwill,performance pressure inducing earnings management,the performance commitment compensation fails to effectively protect the interests of minority shareholders,and the performance commitment indicators are set too single,resulting in management short-sightedness.In addition,the impure motive of the promising party for signing the performance commitment and the internal governance of Golden Shield Co.,Ltd.have caused the interests of minority shareholders to be damaged.Based on the above considerations,relevant suggestions are put forward in order to better protect the interests of minority shareholders.The existing literature on performance commitments focuses on M&A risk,performance,earnings management and goodwill impairment,and most of them study performance commitments and M&A from one perspective.However,this paper expands the research perspective by conducting research on the correlation between mergers and acquisitions and performance commitments and minority shareholders,and analyzing the impact pathways from the perspectives of valuation,goodwill,earnings management,short-sighted behavior,and compensation risk. |
