Research On The Impact Of The Valuation Adjustment Mechanism On The Protection Of The Interests Of Small And Medium-sized Shareholders In Merger And Acquisition

Since 2014,China's capital market have largely used the valuation adjustment mechanism in mergers and acquisitions,Through the form of contract,the valuation adjustment mechanism can reduce the risk of information asymmetry between the two sides in the merger and acquisition or financing transactions,promote the conclusion of the transaction,and at the same time,it can also encourage the company's operation to achieve a win-win situation for both sides.However,with the widespread use of the valuation adjustment mechanism,this financial instrument has activated the investment and financing methods in the capital market,creating good conditions for the financing of enterprises with good growth potential in the future,and at the same time,the hidden problems have gradually emerged,One of them is that the interests of small and medium-sized shareholders are harmed after the merger and acquisition parties sign the valuation adjustment mechanism.If we do not fully assess the risk when signing the valuation adjustment mechanism,it will cause the major shareholders of the company to use the agreement as a financial instrument to damage the interests of small and medium-sized shareholders.At the same time,due to the imperfect external governance,it will eventually affect the healthy and stable development of the whole capital market.Therefore,through the analysis of Steyr's case,this paper uses information asymmetry theory,signal transmission theory and other related theories to clarify the mechanism of the damage to the interests of small and medium-sized shareholders caused by the valuation adjustment mechanism,In our research,the way of damage may be through asymmetric conditions of capital market,virtual high assets,virtual high future earnings,and then use the valuation adjustment mechanism to release the signal of future earnings to push up the stock price,in this process,large shareholders take advantage of the opportunity to reduce their holdings,so as to damage the interests of small and medium-sized shareholders Interests of minority shareholders.In this way,we must improve the external governance system to protect the interests of small and medium-sized shareholders,and finally promote the healthy and stable development of the whole capital market.