Research On The Risks And Prevention Of "Listed Companies+PE" M&A Fund

M&A funds belong to private equity funds(abbreviated as PE)and first appeared in the United States.In Western countries with mature capital markets,M&A funds have surpassed venture capital funds and become the current mainstream model in foreign PE markets.However,domestic M&A funds started late and developed slowly,and the first "listed company + PE" M&A fund reversed this situation with its high efficiency and mutually beneficial characteristics,prompting rapid development of M&A funds in recent years and strong momentum.Just as the "listed company + PE" M&A fund showed great vitality,the risk problems contained in this model were also exposed one by one,mainly manifested in insider trading,default disputes and a large number of zombie funds.The case study of this paper carried out cross-border mergers and acquisitions by the Baptist Fund,and the final operation result was the failure of withdrawal and falling into various disputes.Based on the above background,take the Baptist Fund as an example to study the internal and external risks of the "listed company + PE" M&A fund and put forward relevant preventive measures,with a view to providing reference for other companies and relevant departments.This article mainly uses the literature research method and the case study method to study the "listed company + PE" M&A fund,a new mode of M&A fund operation.First of all,according to the research direction of this article,the relevant literature at home and abroad is reviewed,mainly exploring the organizational form,classification,advantages and risks of M&A funds.At the same time,a "definition of "listed companies + PE" M&A funds is defined.Secondly,a brief introduction to the basic situation of the research case of this paper and the leading listed companies and PE institutions that initiated the establishment of merger and acquisition funds,clarified the motivation for the establishment of the Baptist Fund,and at the same time Review the operation of the five stages of capital,investment,post-investment management and exit.Finally,for the specific case of the Baptist Fund,the risk of the Fund was analyzed from two internal and external lines.The internal risk was analyzed in stages according to the five stages of the Fund's operation.External risks are mainly legal risks and information disclosure risks;regarding internal risks,entrusted agency risks and strategic risks of listed companies and special terms risks will be faced during the establishment stage.There will be credit default risks and structured arrangement risks during the fund raising stage,and investment stage will There are four risks: information asymmetry risk,project pricing risk,project payment risk and investment terms risk.There is integration risk and target business operation risk in the post-investment management stage,and there is default risk and improper exit timing risk during the exit stage.By analyzing the relevant risks encountered in the specific case of the Baptist Fund,and then according to the analysis of the risks,one by one to make recommendations for prevention.For external risks,it can be prevented by strengthening the legislative guarantee of this mode of merger and acquisition funds and strengthening the norms of information disclosure.For internal risks,during the establishment stage,we must improve the incentive and supervision mechanism of merger and acquisition funds,adjust and optimize the corporate strategy of listed companies,and sign clear agreements;during the fund-raising stage,we must follow the qualified investor system and reasonably choose "listed companies + PE" M&A fund fund-raising structure arrangement;in the investment stage,it is necessary to strengthen industry due diligence,improve negotiation capabilities,stage investment and pay attention to the management and restriction of the core personnel of the target enterprise;in the post-investment management stage,we must pay attention to all aspects Integration work and retain some shares of the original shareholders.In the exit stage,the two parties should clarify the obligations of both parties by signing the agreement to reduce the default risk of listed companies,and at the same time reasonably predict the returns and market changes,and choose the right time to achieve the successful exit of the merger and acquisition fund.The research in this article can provide references for the "listed companies + PE" M&A funds that also conduct cross-border and cross-border M&A in the industry and learn from them,thereby promoting the healthy and orderly development of the capital market.