| Performance commitment aims to alleviate the information asymmetry in the process of M & A,form constraints and incentives for both sides of M & A,and provide interest protection for minority shareholders with information disadvantage.However,with its wide application,performance commitment shows the characteristics of "overestimation,high premium and high performance commitment",and the problem of interest protection of minority shareholders is prominent.In order to study the impact of performance commitment on the interests of minority shareholders,this paper selects the case of Yatai’s acquisition of Shanghai Xingaofeng with obvious "three high" characteristics of performance commitment for research.According to the process of performance commitment implementation,this paper analyzes the impact of asset valuation,financial changes,stock price changes,and the main behaviors of both parties on the interests of minority shareholders.The results show that in terms of valuation,there is a "scissors difference" relationship between asset valuation premium rate and performance completion rate,that is,unreasonable overestimation is the primary reason for the low performance completion rate.In terms of finance,the performance commitment has a significant incentive effect on the management of Shanghai Xingaofeng,and the performance has improved significantly during the commitment period.Even so,due to excessive performance commitment,Shanghai Xingaofeng failed to meet the standard.Later,with Shanghai Xingaofeng out of control and difficult to perform performance compensation,the financial situation of Yatai deteriorated sharply,and the minority shareholders were unable to obtain dividend income.In terms of share price,after the release of positive news related to performance commitment,the excess Cumulative Return increased,which had a positive impact on the interests of minority shareholders;After the release of negative news,the excess cumulative rate of return decreased,which had a negative impact on the interests of minority shareholders.In terms of subject behavior,the major shareholders of the acquirer accurately reduced their holdings,and the financial fraud of the acquiree in order to evade the compensation commitment resulted in negative changes in stock price and dividend policy,and the interests of minority shareholders were infringed.Therefore,unreasonable high performance commitment is not only difficult to protect the interests of minority shareholders,but also easy to increase the possibility of more risks and losses.Combined with cases,this paper puts forward reasonable suggestions for reasonably setting performance commitments,strengthening and improving external supervision and improving internal control. |
