Commitment Risk Management Of M&A Enterprises

With the gradual improvement of the capital market,the number and size of mergers and acquisitions of listed companies have continued to increase in recent years,setting off a frenzy of mergers and acquisitions.Merger and reorganization is one of the important means for companies to strengthen their core competitiveness and improve their performance.The performance promise,as the core of M&A,has the effect of reducing the information asymmetry between the parties to the transaction.The application of M&A in this round of mergers and acquisitions is more and more frequent.However,with the successive disclosure of annual reports of listed companies,some corporate reorganization revealed the nature of performance commitments: there was a phenomenon that the performance promises did not reach the standard,so the situation in which the parties to the M&A transaction often confronted the court was often seen and directly affected the overall performance of the listed company.And stock prices fluctuate.The China Securities Regulatory Commission also has new regulations on June 17,2016: In the major asset restructuring of listed companies,the acquirer should strictly abide by the compensation clauses of the performance commitment agreement to compensate the acquirer,and cannot arbitrarily change the performance commitment agreement the compensation clause.In this context,this article selects the method of case analysis,taking the "performance commitment" in the merger and reorganization as the core,and selecting Donlinks International Investment Co.,Ltd.and acquisition of Sino-Agri International Potash Co.,Ltd.Through the understanding of the three stages of implementation of the performance commitment period and the failure of performance commitment prior to the signing of the performance commitment by Ting Ling International,it analyzed the risks of Tingling International in the process: assessment risk,control risk,financing risk and litigation.Risks,and provide relevant advice on these risks to reduce the probability of failure of performance commitments.The research performance promise of this paper is mainly from the perspective of mergers and acquisitions,to understand the risks caused by mergers and acquisitions and the old shareholders in the process of performance commitments,to increase the awareness of risk-related protection of listed companies,and to reduce the regulation of mergers and acquisitions and reorganization of listed companies.The disputes arising from performance promises have great practical significance.