Research On The Risks And Prevention Of Using Gambling Agreements In Corporate Mergers And Acquisition

With the continuous development of the Internet economy,many domestic production-oriented enterprises have achieved transformation and upgrading by choosing to acquire such enterprises in order to seize new profit points.In order to reduce the risks in the M&A process,VAM agreements are widely used,but while preventing risks in the M&A process,they are accompanied by other risks,which eventually lead to the failure of the M&A,so it is of great significance to identify and prevent the risks related to the use of VAM agreements in the M&A process.This paper first summarizes the existing research results on the risks and prevention of VAM agreements used by domestic and foreign scholars in the process of mergers and acquisitions,and reviews the research results and retrogrades,and finds that domestic scholars have limited research on the risks and precautions of using VAM agreements in the process of mergers and acquisitions,and proposes the research content and direction accordingly.Then,the case process of STGH and Zhiyou Net Security M&A is reviewed,and the use of various clauses in the VAM agreement by both parties is analyzed.Based on the analysis of the basic situation of the case,based on the information asymmetry theory,incomplete contract theory,real option theory and risk management theory,the risk tree identification method is used to identify the risks existing in the process of merger and acquisition of STGH and Zhiyou Net Security,and the risks in the process of merger and acquisition include market and industry risks,enterprise valuation risks,performance commitment target setting risks,management behavior risks,goodwill impairment risks,and the NPV method is used to analyze the resulting enterprise valuation risks.The event research method is used to analyze the risk of goodwill impairment from the perspective of changes in the stock market.Finally,risk prevention suggestions are put forward,and the use of multiple game gambling model can effectively reduce the risk of performance target setting by repeatedly negotiating and betting with the target enterprise.By introducing the amortization method on the basis of the impairment test method,apportioning goodwill year by year,and combining the results of asset impairment tests,timely amortizing the goodwill of subsequent amortization years,and improving the method of subsequent measurement of goodwill,the risk of goodwill impairment can be significantly reduced.The results show that from the perspective of investment,the net present value method(NPV method)is used to calculate the net present value of investment,and its positive and negative can judge the degree of matching between the performance commitment target and the corresponding valuation risk,so as to analyze its existing valuation risk.From the perspective of market response,the magnitude of goodwill impairment is positively correlated with the market’s reaction performance.This paper innovatively analyzes the valuation risks existing in the process of M&A gambling by using the NPV method from the perspective of investment,and proposes that the investment risk of M&A can be judged by calculating the net present value of investment by using the predicted net profit and actual net profit.From the perspective of investors’ reaction to the market,the event research method is used to analyze the impact of goodwill impairment on market performance,and it is found that the goodwill impairment risk will be expressed through the stock price to a certain extent,and investors will react negatively to the events that occur.In terms of risk prevention,it is proposed to apply the multi-game gambling model,as well as the amortization method and the impairment test method,to the performance target setting risk and goodwill impairment risk prevention process,aiming to prevent the risks in the process of M&A gambling more effectively and comprehensively.