Researcch On Goodwill Impairment Risk In The Process Of High Premium M&A Of Listed Companies

The upgrading of capital and the change of market make the competition of listed companies increasingly fierce.In the sense of competition for market position and long-term and steady development of enterprise activities,most companies choose M&A to seize the opportunity.In recent years,the government has paid special attention to the development direction of the media industry and issued many preferential policies,which greatly promoted the reasonable development and transformation of the cultural media industry.However,there are several characteristics in the media industry,resulting in a high premium in the process of M&A,and the risk of goodwill impairment after M&A.as a result,many enterprises' goodwill exploded in 2018,the most typical one is God entertainment.Based on this,China Securities Regulatory Commission issued "accounting regulatory risk Notice No.8-goodwill impairment" in November 2018,which uses more strict and effective means to control the goodwill impairment of listed companies,making the subsequent accounting measurement and information disclosure more compliant.Therefore,the research on the risk of goodwill impairment has theoretical significance and practical value.This paper selects the goodwill impairment event of Tianshen entertainment in 2018 as a case,and analyzes the formation reason of the merger premium,the source of the goodwill impairment risk,and the economic consequences,namely,the short-term market response and financial index analysis.The results show that in the analysis of the causes of the high premium,the first is the acquirer's "light assets" attribute as the media industry,plus the simple use of the income method in the value evaluation,as well as the imperfection of the subsequent measurement method of goodwill.Finally,the merged company is unable to fulfill the high performance commitment,and all kinds of reasons lead to the explosion of the goodwill of Tianshen entertainment.In the source analysis of the risk of goodwill impairment,the main reason is that the internal controller makes the internal checks and balances invalid for their own interests,and that the external audit institutions do not play a role.Therefore,the most intuitive short-term market reaction to the risk impairment caused by the accumulation of goodwill is that the stock price plummets and the market value shrinks,which also causes a longer-term impact,such as the weakening of profitability,solvency,operation ability and development ability to varying degrees.At the same time,because the enterprise is threatened by the risk of goodwill impairment,the internal staff of Tianshen entertainment have reduced the number of shares they hold and even left their jobs,which also has a negative impact on the enterprise.The case of Tianshen entertainment goodwill impairment brings us the following enlightenment:in terms of external measures,we should focus on supervision,strengthen the information disclosure mechanism,and improve the subsequent measurement of goodwill to correctly guide enterprise merger and acquisition.In terms of internal measures,both sides of M&A should strengthen internal control,sign a reasonable performance commitment agreement,and improve the method of goodwill valuation to form a win-win situation.Finally,small and medium-sized shareholders should invest rationally and avoid speculation and hot speculation.Instead,they should strive to improve their professional ability and correctly evaluate the real value of the invested object.When choosing the invested object,they should not only consider its financial performance,but also pay attention to the corporate governance.