The Protection Mechanism Of VAM On Minority Shareholders' Interests In M&A Of Film And TV Industry

With the advent of traffic era and the development of fans' economy,celebrities have increasingly become the favorite of the capital in film and TV industry.Binding star IP has become the main driving factor of M&A in this industry,and even shell company acquisitions has emerged.Because the value of star IP can not be reflected in accounting,such M&A generally have high premiums.On the one hand,star IP is an important source of competitive advantage for film and TV enterprises."Locking"celebrities with high prices may bring high returns.On the other hand,it is difficult to evaluate star IP and its value is quite unstable.The capitalization of star IP has even become a tool for major shareholders to seek private interests,which has impaired the interests of minority shareholders with the lost premiums.YAM(Valuation Adjustment Mechanism)is a common risk aversion tool in M&A.It can theoretically reduce the risk of M&A premiums and protect the interests of investors.However,there are many problems in practical application of VAM,and it may even become an "accomplice" to infringe on the interests of minority shareholders.In addition,star IP has certain particularities.For minority shareholders,it is significant to study whether YAM can play a protective role in M&A of film and TV industry.This paper selects the typical star IP acquisition in film and TV industry as the research object,and takes the protection mechanism of VAM on the minority shareholders' interests as the research content.This protection mechanism will be analyzed based on relevant theories combined with the star IP's particularities of"valuation difficulty"and "time limitation".The situation of film and TV industry will be sorted out and the characteristics of M&A will be summarized.This paper will select Huayi Brothers' acquisition of Zhejiang Changsheng as the typical case,and analyze the M&A performance and both positive and negative effects of VAM on the protection of minority shareholders' interests in practice.Finally,this paper concludes that the protection mechanism of VAM on minority shareholders' interests has some effect.However,in order to ensure the smooth running of this mechanism and avoid the negative effect,it is necessary to improve the design of the clauses and reinforce disclosure.In addition,VAM cannot solve the problems caused by time limitation of star IP in essence.Accordingly,this paper puts forward suggestions from two aspects:to enhance the effectiveness of the protection mechanism of VAM and increase other constraints,which will both strengthen the protection of minority shareholders'interests in M&A of film and TV industry.This paper links VAM with the industry characteristics and compares the effectiveness of different clauses,which makes a strong supplement to the practical effect of VAM and provides a reference for how to strengthen the protection of minority shareholders' interests in M&A of film and TV industry.