Research On The Major Shareholder's Method Of Performance Commitment Compensation And The Protection Of Small And Medium Shareholders' Interests

With the rapid development of China's economy,more and more listed companies are involved in mergers and acquisitions.In this transaction,listed companies can obtain a large amount of funds and technology,which can effectively enhance the production and operation capabilities of enterprises,thus achieving leapfrog development.However,mergers and acquisitions will change the share capital structure and control of listed companies,and these changes may harm the interests of minority shareholders.Therefore,the CSRC issued on April 16,2008 and began to implement the “ Management Measures for Major Asset Restructuring of Listed Companies”on May 18,and proposed the performance commitment compensation mechanism for the first time.The management measures were revised in 2011,2014 and 2016,and the supervision and management of asset restructuring was further strengthened.However,in practice,whether the performance commitment compensation mechanism can protect the interests of small and medium shareholders remains different,and the different performance commitment compensation methods may have different protection effects.At present,the performance commitment compensation methods include cash compensation method,share compensation method,and compensation method combining cash and shares.The more use is the cash compensation method and the share compensation method.This paper selects Hanyu Pharmaceutical and Essence Pharmaceuticals,two companies in the pharmaceutical and biological industry,as research objects.In terms of performance commitment compensation methods,the two companies adopted cash compensation methods and share compensation methods.This paper intends to analyze the impact of major shareholder performance commitment compensation on the protection of minority shareholders' interests through case methods,and focus on the impact of different performance commitment compensation methods on the protection of minority shareholders' interests.Firstly,it defines the definition of performance commitment compensation,and sorts out the literature and theoretical basis related to performance commitment compensation and protection of minority shareholders' interests.Secondly,introduce the status quo of performance commitment compensation,the merger and reorganization process of the two case companies and the corresponding performance commitment compensation plan and performance commitment compensation performance.Thirdly,using the financial indicator evaluation method to compare various financial indicators,analyze the impact of major shareholder performance commitment compensation on the financial status of the enterprise.At the same time,the event research method is used to study the fluctuation of stock price before and after the performance commitment compensation,and the hypothetical comparative analysis method is used to analyze the impact of performance commitment compensation methods on the interests of small and medium shareholders.The difference with previous research is that this paper mainly analyzes the performance commitment compensation method and the protection of minority shareholders' interests,thus confirming that compared with the cash compensation method,the share compensation method is more conducive to protecting the interests of small and medium shareholders.This paper takes the compensation method of major shareholder performance commitment and the protection of minority shareholders' interests as the starting point,enriches the theory of major shareholder performance commitment compensation and minority shareholders' interest protection.On the basis of case analysis,it puts forward countermeasures to improve performance commitment compensation mechanism.It is of great practical significance to promote mergers and acquisitions of listed companies and protect the interests of minority shareholders.