Protection Of Minority Shareholders' Interests From The Perspective Of Performance Compensation Commitment

Corporate mergers and acquisitions will quickly change the company's asset size,business scope,shareholding structure,growth capacity,etc.,thereby affecting the interests of all parties in the company,especially the owners,that is,shareholders.The information asymmetry and entrusted agency problems existing in the process of corporate mergers and acquisitions will lead the major shareholders to use information superiority or interest transmission to infringe the relevant interests of minority shareholders.In response to the above phenomenon,the China Securities Regulatory Commission promulgated the "Administrative Measures on Major Asset Restructuring of Listed Companies" in order to fully protect the legitimate rights and interests of minority shareholders.For the first time,the method stipulates the performance compensation commitment clause,which requires the asset reorganization event that uses the income method as the evaluation method to sign a corresponding compensation agreement for the gap between the actual profit of the restructured asset disclosed and the profit forecast.The newly revised “Reorganization Measures” on October 18,2019 once again clearly stipulates that major asset restructuring performance compensation agreements and committed regulatory measures should be enriched,and accountability should be increased.The core purpose of the introduction and improvement of the performance compensation commitment system is to protect the interests of investors,especially minority shareholders.However,there are still many problems in the practice of performance commitment before and after the completion of asset M & A,which does not really protect the interests of small and medium-sized shareholders.This paper mainly studies the whole process of Annie's merger and acquisition of Changyuan Guoxun by signing performance compensation commitment.The author summarizes the research results of scholars at home and abroad on performance compensation commitment,and determines the research goal of this article,which is how to protect the interests of small and medium-sized shareholders from the perspective of performance commitment.The author comprehensively expounds the legal status quo,restructuring scale and performance commitment status quo related issues,and combs the performance commitment and performance commitment performance made by the case company,analyze the rationality of its valuation method and the feasibility of performance commitment.It uses comparative analysis and event research methods to further analyze its financial status and market response before and after making performance commitments,before and after performance compensation is not completed,and before and after receiving compensation.In this paper,through the analysis of the whole process of Anne 's share merger and acquisition,the main research conclusions are as follows:(1)Anne's share merger and acquisition of Changyuan Guoxun's valuation premium rate reached 2,271.04%,the valuation is too high,and the corresponding performance commitment is far beyond Changyuan The actual profitability of Guoxun,the target companies in 2017 and 2018 have not yet completed their performance commitments.(2)Changyuan Guoxun's various financial indicators show that the company's actual operating conditions are not enough to support such a high performance commitment,that is,the rationality and feasibility of high performance commitment are questioned again.(3)Investigate the company's excess return rate,cumulative excess return rate and corresponding market return rate,and find that the performance compensation commitment is more to pass the expected profit through signal transmission theory to bring benefits to minority shareholders,and can not effectively improve listing The company's profitability,solvency,and growth ability protect the long-term interests of minority shareholders.Performance compensation promises have not been effectively used in practice,and thus failed to achieve the original intention of protecting the interests of minority shareholders.In view of the above research conclusions,the author believes that on the one hand,the supervisory layer should establish and improve the supervisory system,establish a comprehensive supervisory system covering performance commitment review,M & A and restructuring business intermediaries,and the fulfillment of the commitments of major shareholders,while improving the investor litigation system.On the other hand,the two parties of the merger and acquisition should maintain a realistic and realistic attitude and make a reasonable estimate of the true value of the assets and expected returns.At the same time,when selecting investment targets,small and medium investors should clearly understand the company's actual operating conditions,invest rationally,improve their professional knowledge and analytical capabilities,and not only rely on favorable information to "vote with their feet".Only in this way can its own interests be better protected.