| In the context of economic globalization and the new normal of economic and social development,listed companies have become one of the important means to achieve high-quality development goals by implementing mergers and acquisitions to accelerate the pace of industrial chain integration and implement diversified development strategies.M&A is known as the "pearl in the crown" of the capital market,which can play an important role in improving industrial structure,optimizing resource allocation,achieving leapfrog development,and enhancing the core competitiveness of enterprises.In the past few years,some listed companies have been too enthusiastic about foreign investment and mergers and acquisitions,and in the process of development,due to different reasons such as rapid expansion of business scale,blind mergers and acquisitions,especially the setting of unreasonable gambling agreements,and poor group control,loss of control over important subsidiaries has occasionally occurred,which has adverse effects on the stable and healthy development of the capital market,At the same time,it may cause damage to the legitimate rights and interests of the majority of investors.In this case,R Company acquired 51% of the controlling equity of X Company,and both parties signed a three-year gambling agreement.Through the gambling agreement,R Company not only successfully fulfilled its commitment to the gambling industry,but also further strengthened various business collaboration and group control with X Company,achieving the good goal of stable and high-quality business development between X Company and R Company.This article is divided into the following analytical questions and discusses:(1)What kind of dilemma does Company X face before signing a gambling agreement?(2)What changes have taken place in the business strategy and resource allocation of Company X before and after signing the gaming agreement?(3)Company R has achieved group control over Company X through a gambling agreement.What are the key aspects?(4)Is the gaming agreement signed between Company R and Company X universally applicable?(5)After the expiration of the gambling agreement,how can Company R continue to effectively achieve group control over Company X?This thesis is based on the analysis of existing theoretical data and literature,this article comprehensively and profoundly analyzes the characteristics and application plans of the VAM agreement in merger and acquisition transactions,as well as the signing process,existing risks,and various impacts on X Company of the VAM agreement,and puts forward corresponding suggestions.In response to the signing of a gambling agreement between Company R and Company X,Company X successfully completed its performance commitment and returned to the high-speed development track.Through the incentive and constraint effect of the gambling agreement on Company X and its shareholder management,Company R has achieved the goals required for group control.This article summarizes and extracts the experience of this successful practice case,and puts forward suggestions and countermeasures on how Company R can implement effective group control over Company X after the expiration of the gambling period.First,comprehensively and prudently investigate the situation of the merged party;Second,reasonably set up a gambling agreement;Third,appropriate introduction of contingent deferred payment means;Fourth,improve the performance commitment agreement;Fifth,the long-term management behavior of the acquired. |