Since 2015,the term "supply-side structural reform" has been put forward for the first time,again emphasizing the important role of resource allocation.In order to optimize the allocation of resources and achieve the goal of diversified development,listed companies have embarked on the path of mergers and acquisitions.With the completion of M&A transactions,the acquirer resets corporate assets and finds a new profit growth point.The acquiree obtains a huge amount of acquisition consideration and gains capital market dividends through indirect listing.Therefore,in order to further promote the completion of M&A transactions,the acquiree will often whitewash the financial data to improve the valuation of the enterprise,and attach high performance promises to prove its future profitability.However,many target enterprises in the market have seriously deviated from the actual situation of the company valuation and performance promises,in order to seek their own interests on the road of financial fraud,which leads to the parent company’s annual report information disclosure violations,serious damage to the investors and the securities market.Therefore,it is of certain significance in both theory and reality to conduct corresponding research on the illegal information disclosure of both parties.By selecting Ningbo Dongli Merger and Acquisition Nianrich supply chain as the research object,relevant research is carried out on the information disclosure violations existing in the process of merger and acquisition of listed companies.First of all,by reading and summarizing domestic and foreign literature on information disclosure quality,information disclosure violation and merger and acquisition information disclosure,we can understand the current research status of many scholars.Secondly,based on the support of relevant concepts and theories,the supply chains of Ningbo Dongli and Nianfu,as well as the means and consequences of the violations involved in the disclosure of violations by both parties are introduced in detail.Thirdly,from the subsidiary company,the parent company,the external environment of the three levels of information disclosure violations in the process of mergers and acquisitions are analyzed.Finally,on the basis of the above analysis,relevant suggestions are put forward for the governance of information disclosure violations.The research finds that the governance of information disclosure violations can be summarized into three aspects:(1)at the subsidiary level: strengthening the quality education of senior executives to fundamentally curb the germination of their greed,optimizing the internal equity structure to avoid the occurrence of "one share dominance",regulating the setting of performance commitments of subsidiaries in M&A transactions to reduce the chances of violations;(2)At the parent company level: optimize the delisting system of listed companies to reduce the bad demand of the parent company,pay attention to the integration of the merger and acquisition of the mother subsidiary,and then reduce the chance of violations;(3)External environment level: strengthen the random inspection,at the same time clarify the responsibility of intermediary institutions in violations,and increase the punishment of enterprises and intermediary institutions that have violated the rules.Based on the research findings,the problem of information disclosure violations caused by cross-border mergers and acquisitions will bring extensive and far-reaching impacts.Therefore,enterprises themselves and external regulators should work together to reduce the possibility of illegal information disclosure. |