Utility Analysis And Supervision Ractice Of Performance Commitment In The M&A Of China's Listed Companies

To better protect the interests of minority shareholders of listed companies,performance commitment gradually adopted in the m&a transaction,has become the inherent characteristics of the marketization of merger,acquisition and reorganization of listed company's development.Performance commitment is essentially a trading strategy adopted by both parties to compensate for the valuation bias caused by information asymmetry and based on fairness considerations.The original intention is to protect the interests of listed companies and investors in the reorganization transaction.In practice,performance commitment plays a unique role in the whole process of M&A,but it also faces risks and challenges.This paper takes the performance commitment in the M&A of China's capital market as the main line.On the basis of summarizing the previous research results,it analyzes the different status of performance commitment in the M&A process and the corresponding economic theory.This paper argues that behind performance commitment,asset pricing theory,information asymmetry theory,signaling theory,principal-agent theory and large shareholder tunneling theory are reflected,but these theories do not always run through the whole process in a complete M&A process,but in different M&A realities.The application stage plays a different role.On this basis,this paper discusses the development process,and reveals that performance commitment is one of the important tools in the design of M&A system of capital market with Chinese characteristics.This paper argues that performance commitment plays a role of transaction matching and valuation guarantee,signaling and information sharing,restraining both sides and promoting integration in different stages of M&A.However,it is also found that although some management regulations have been issued at the beginning of the introduction of the system,there are still some problems such as low penalty,low supervision efficiency and lack of verification means,which need to be further improved.In order to further enhance the objectivity and scientificity of the analysis,this paper selects a listed company merger and reorganization project approved by the CSRC in recent years as the blueprint,tests the above analysis results through case studies,and then reveals the hidden risks faced by performance commitments in different stages of implementation,and Problems in supervision practice.Accordingly,the article puts forward corresponding policy suggestions on how to further improve and optimize the performance commitment system of the M&A in China from the aspects of supervision mechanism,market mechanism and performance guarantee.