Research On The Performance Compensation Commitment And The Protection Of The Minority Shareholders' Interests

M&A market in China is becoming increasingly active and the scale of M&A is increasing rapidly.In the process of M&A,the increasing innovations are appearing,including the use of performance compensation commitment.There exists information asymmetry between the controlling shareholders and the minority shareholders of listed companies.The minority shareholders are in a weak position.In the face of the high transaction price,how to ensure the effect of M&A,to play the role of mergers and acquisitions to the enterprise and to protect the interests of the minority shareholders has become an increasingly important issue.Theoretically,the application of performance compensation commitment plays an important role in weakening the asymmetry of information in M&A,accelerating the integration of M&A,improving the efficiency of M&A and protecting the interests of the minority shareholders.But in reality,there is a phenomenon in which companies cannot fulfill their performance commitments and the actual performance of individual firms is far from the performance gap.At the same time,there are few academic studies on performance compensation commitments at the present stage.Therefore,this thesis will study the performance compensation commitments and the protection of minority shareholders' interests.This thesis will use the effect of the announcement and the long-term M&A performance to determine whether the performance compensation commitment has played the role of protecting the minority shareholders in M&A;And further this thesis will classify the performance compensation commitments,including different compensation method,single and two-way commitment and different growth rates,to study its role on the protection of the minority shareholders.This will enrich the existing research.The structure of this thesis is as follows:The first part is the introduction.This part firstly introduces the background and significance of the thesis,then defines the content and methods of this study and give the framework of this thesis.Finally,the thesis will points out the innovation and deficiency.The second part is the literature review.This part will sort out the domestic and foreign literature on the performance compensation commitment and the protection of minority shareholders' interests and put forward the research perspective of this thesis.The third part is the theoretical basis and research hypothesis.This part will firstly introduce the theoretical basis of the thesis and then put forward four hypotheses of this study based on the theory and the previous literature review.The fourth part is the research design.Combined with the specific issues that need to be studied and designed,the specific content includes sample selection and data sources,as well as variable definition and model design.The fifth part of the empirical results and analysis.This part will use the method of multiple regression to study the four hypotheses to be tested.The last part is the conclusions and policy recommendations.Based on the empirical analysis results,the main conclusions of this thesis will be summarized.Then,this thesis will put forward relevant recommendations from the perspective of the enterprise,the government and so on.Based on 1092 mergers and acquisitions between 2012 and 2015,this thesis draws the following conclusions:(1)Performance compensation commitment can bring more announcement effect in the short term and improve the performance of M&A in the long term,which shows that it plays a role in protecting the interests of minority shareholders.(2)To classify the performance compensation commitment on the basis of type of division,the thesis finds that the form of stock compensation commitments play a better role in protecting the interests of minority shareholders than the cash form of commitment and two-way performance compensation commitment is better than individual performance compensation commitment.(3)The growth rate of performance compensation commitments and the protective effect of shows an inverted U relationship.Within limits,the higher the performance growth rate of the commitment is,the more obvious the protective effect is.When the growth rate exceeds a certain value and continue to increase,the protective effect shows a downward trend.In the succession of existing research results,this thesis has the following points of innovation:(1)There are few academic studies on performance compensation commitments and case studies are the common used method.This thesis will use the method of empirical research to study its impact on short-term market reaction and long-term M&A performance in the process of M&A and explore its protective effect on minority shareholders in the process of M&A,which will enrich the research perspective of existing literature and research direction.(2)This thesis makes a detailed division of different types of performance compensation commitments and explore the role of different types of performance commitments which will making the study more detailed and concrete.