Performance Commitment In Mergers&Acquisitions And Protection Of Small And Medium Investors

Currently,IPO audits are slow and intensely competitive.Some non-listed companies with certain strengths seek to access A shares through mergers and acquisitions,restructuring,and backdoor listing.Some companies that can't wait to seek listing have falsified their performance:over-promoting corporate development blueprints,falsely exaggerating corporate performance and strength,etc.However,the high premium returns from the company's high performance commitments are inconsistent with corporate strength,which often ends when mergers and acquisitions end.After the outbreak of the problem,it is particularly important to construct reasonable mechanisms to restrict irrational behavior in mergers and acquisitions and to protect the interests of listed companies and small and medium investors.Current performance compensation has become a widely adopted mechanism for protecting the interests of listed companies and small and medium-sized investors in the acquisition and reorganization of A-share listed companies.However,the promised performance and compensation arrangements of companies have been common in recent years.On August 4,2017,Gao Li,a spokesperson for the press conference at the China Securities Regulatory Commission(CSRC)'s press conference,said that the CSRC will continue to strengthen its performance commitments for mergers and acquisitions and maintain regulatory deterrence.Under the background of many loopholes in the current market mechanism in China,the standard definition of the company's performance-compensation compensation methods and the enforcement of the compensation for the promises of the promised performance of the companies are still the new challenges faced by the current market.This article uses the case study program,taking the Steyr M&A case as an example,through combing the achievements of Stall's achievements in the process of M&A from 2014 to 2016 and the achievement of the Styrian performance promiser Yingda Steel,from the performance promise of Royal Air to the Change the performance commitment method to the last inability to repay the performance commitment,and compare and analyze the effects of different performance commitment methods and performance errors on investors.Analyze the behavior of various stakeholders in the Steyr M&A transaction and analyze the company's behavior.The adjustment decision of the compensation plan,the underlying reason behind the loss of performance,and its interest disputes with all parties concerned.The main reasons for the failure of Steyr Group's performance are that PE institutions promote transactions in order to evade regulatory requirements,use forecasted future high-margin results to introduce third parties,and encourage them to make high-profit commitments to support trading and stock prices,and thus cash out from them.The acquirer's controlling shareholder has insufficient research on the acquiree,and has far overestimated the merger and acquisition price as well as future performance,and has promised an unrealistic performance commitment,frequently changing the performance after the commitment period has failed to meet the target;controlling shareholders and other financial investors Frequently pledged shares,using the high share price arbitrage supported by performance promises after the opening of the lifting of the ban,in addition,the low level of supervision by market supervisory authorities has led to the fact that other small and medium investors who did not participate in profit collusion suffered in the process of capital operation.loss.Based on this,in the process of similar tripartite mergers and acquisitions,conclusions and recommendations on harming the interests of small and medium shareholders caused by the adjustment of the compensation plan due to the loss of promises were proposed.