The Performance Commitment And Earnings Managemengt Behavior Of Acquisition By Private Placement

The system of the performance commitment in M&A has been developed and promoted after equity division reform.The CSRC's purpose is to reduce the acquisition premium,strengthen the protection for the interests of small and medium-sized investors.From 2011 to 2015,The case of M&A involving the performance pledge amount 43.5%of the all M&A case approved by the CSRC,performance pledge system is becoming more and more popular in the application of M&A.However,because the performance pledge system in M&A is incomplete,at the same time also appeared a lot of opportunistic practice.Target company in order to avoid paying the compensation,or reduce the pressure of the payer,will choose to use earnings management means to beautify the financial statement.Taking steyr in jiangsu province as an example,with its 2013 private activity and the performance promised compensation agreement as the background,on the basis of the existing relevant theoretical study,using the method of case study,in the thickening of the parties involved in constant increase motivation,on the basis of further study of performance of steyr big shareholders in jiangsu commitment motivation,and the induced target companies earnings management behavior is analyzed.And on the basis of further analysis of large shareholders performance commitment,adverse consequences brought by the target company earnings management behavior,and puts forward related Suggestions.Accounting the research,The paper have founded firstly,the motivation of the performance pledge of yingda steel structure is based on the motivation of the participating parties to participate in the M&A,like provide capital withdrawal guarantee for other institutional investors;increase the fixed price;avoid the CSRC regulation and so on.Secondly,in order to ensure the implementation of these motives,and reduce the pressure of big shareholders performance compensation,the underlying company use some means of earnings management to improved the performance pledge the annual financial statements of the profits,like having a high proportion capitalization of R&D,depreciation of goodwill impairment and the use of non-recurring profit and loss.Thirdly,the system of performance pledge to increase the constraint ability is limited,the government should consider the advantages and disadvantages of the related policy under the new capital market environment,and improve the system of performance pledge,develop a reasonable accounting standards and prevent effectively earnings management.