| In the context of market economy,how to form capital accumulation to obtain competitive advantage has become the first strategy of quoted companies.And mergers and acquisition(M&A)has gradually become an important way for the long-term development of enterprises.In recent years,with the budding of emerging industries and the support of national policies,M&A,especially diversified M&A,has gradually become the focus of the times,and many listed companies have crossed over to open up new horizons for enterprises.However,these enterprises face a "unfamiliar place" dilemma,performance compensation commitment is gradually widely used as a guarantee system for the interests of both sides.The performance commitment system originated from foreign valuation adjustment mechanism(VAM),and has been applied by more listed companies after it was introduced into China under the influence of M&A boom.It is capable of alleviating the information asymmetry between transaction parties to a certain extent,but performance commitment system itself in practice also brings many uncertainties to M&A.Consequently,performance defaults are not uncommon,while increasing the risk of failure of M&A.Therefore,both sides of the transaction should rationally view the guarantee role of performance commitment system in M&A,reasonably formulate relevant agreement content,and attach importance to the risk management of performance compensation commitment.As for the content of this paper,firstly,the five years of 2017～2021 M&A samples are selected to analyze the characteristics of performance commitment in diversified M&A,including the types of performance commitment,compensation methods and performance commitment execution.The study concludes that the diversified M&A parties are more inclined to sign one-way compensation agreements with the shareholders of the target company.And The compensation methods are mainly cash compensation and mixed compensation.Further more,the annual rate of failing to meet the requirements is as high as 30%,and there is a serious phenomenon of just accomplishing exactingly and compensation missing.Secondly,this paper mainly takes the prevention of performance compensation commitment risk as the main research idea,takes the value link of Fujian SBS Zipper Science and Technology Co.,Ltd as the case study object,takes the content and execution of performance commitment agreement as the source,and combines with the analysis framework of diversified M&A performance commitment risk and points out the specific risks.Such as,the risk incentive layer includes managers’ overconfidence and inadequate due diligence;the core risk layer includes valuation risk,target setting risk and compensation litigation risk;the risk performance layer includes performance failure risk,goodwill impairment risk,M&A integration risk and financing risk.Then,on this basis,the performance commitment risk index system is constructed,and a comprehensive evaluation of individual risks is conducted using the fuzzy comprehensive evaluation method and the analytic hierarchy process.The following conclusions are drawn: The risk factors in the core risk layer and the risk performance layer have a relatively high degree of influence in the diversified M&A.In this case,the core risk layer has the greatest risk,so in terms of the setting of the performance commitment agreement,the M&A parties should more careful and reasonable considered.Finally,specific prevention suggestions are given for different risk layers.The risk incentive layer requires self-restraint and external supervision of management,and prudent investigation of target enterprises.The core risk layer requires reasonably evaluating of enterprise value,scientific setting of performance targets and enriching the content of compensation agreements.The risk performance layer requires improving the information disclosure system,strengthen the accountability for breach of contract,and strengthening internal and external goodwill supervision,consolidating the internal control of enterprises,and selecting diversified payment methods and financing channels.The possible innovation points of this paper are as follows:(1)From the research perspective,relevant scholars study diversified M&A cases based on their motivations,synergies and influencing factors.This paper starts from diversified M&A types to explore performance commitment risk and provide new ideas for the research of performance commitment risk of M&A.(2)In terms of the analytical framework,the risk of performance commitment is identified hierarchically,different from other scholars’ implementation process of performance commitment,which enriches the literature on performance commitment risk analysis in case studies. |
