Research On The Governance Of Breach Of Performance Compensation Commitment In The Merger And Acquisition Of State Owned Enterprises

At present,China’s economic development has entered the "new normal".In order to adjust the industrial layout of China’s state-owned economy and give full play to the backbone role of state-owned enterprises in the economy,the government vigorously promotes the reform of mixed ownership.With the deepening of reform,M & A has become an important means for state-owned enterprises to carry out mixed ownership reform,and performance compensation commitment,as an important tool to control the financial risk of M & A,is also used by more and more state-owned enterprises.However,although the performance compensation commitment can reduce the risk of M & A to a certain extent,it also has its own risks.Once the risk of performance compensation commitment breaks out,it usually causes the performance compensation commitment to be broken,which not only causes many adverse economic consequences for the operation of state-owned enterprises,but also affects the policy and public welfare functions of state-owned enterprises.Based on the above background,this paper selects the case of state-owned enterprise a’s merger and acquisition of private listed company H,and uses the methods of literature research,case analysis,comparative analysis and event research to make a specific analysis of the case,The second is to analyze the reasons of performance commitment breach in the case.On the one hand,it analyzes the causes of performance compensation commitment breach.On the other hand,it analyzes the impact of M & A achievement and performance commitment failure on the short-term performance of H company,and compares the changes of profitability,solvency,operation ability and growth ability of H company in previous years,On this basis,this paper analyzes the causes of performance compensation breach from the perspective of enterprise management factors,and also studies the economic consequences of performance compensation breach.Finally,it puts forward some suggestions on the governance of performance compensation breach from the perspective of state-owned enterprises and government supervision.This thesis finds that the state-owned enterprises will set high performance targets because they are too optimistic about the future profitability of the target enterprises and pass on the high premium risk of M & A,which will increase the risk of performance compensation commitment failure.Once the risk of breach of contract intensifies or even breaks out due to the internal and external factors of the target enterprise,it often leads to the failure to achieve the performance target,or even the failure to perform the performance compensation,resulting in the loss of state-owned enterprises.Therefore,state-owned enterprises should not rely too much on performance compensation commitment.They need to strengthen due diligence before M & A,obtain high-quality information,improve the performance index system during M & A,set reasonable performance targets,strengthen the integration and control of all aspects of the target enterprises after M & A,play a collaborative role,improve the performance of the target enterprises,and provide a strong guarantee for the achievement of performance compensation commitment.