| Since 2014,under the background of the in-depth development of China’s market economy system and the slowdown of economic development,many companies have begun cross-border mergers and acquisitions,seeking for extensional development,which has started a vigorous M & A boom.The merger goodwill formed in the M & A transaction event is often brought by the high valuation of the target company,which can "grace" the company’s assets and profits in the company’s annual report in the current or even a few years after the merger.However,once the goodwill is impaired,the profit of the company will be reduced;if the amount of goodwill impairment is too large,the performance of the company will be reduced,the profit will be reduced,and the company ’s total market value will be greatly reduced.It may also cause delisting risks.Therefore,it is a practical problem that needs to be solved urgently to study the merger of goodwill impairment risks and analyze the reasons,so as to put forward universal recommendations for preventing goodwill risks.Based on the perspective of the merger of goodwill impairment,this article firstly sorts out the relevant literature on the nature of goodwill,the initial recognition of goodwill,the subsequent measurement and economic consequences of goodwill,the risk of goodwill impairment and prevention,etc.Symmetry theory,earnings management theory,risk management theory,etc.are the theoretical basis.Secondly,this article takes Lianjian Optoelectronics Corporation as a case study object,and combs the situation of its initial recognition and subsequent measurement of goodwill.The three aspects of the risk of false high of goodwill amount,improper assessment risk,and unclear impairment test process The analysis was conducted,and the reasons were as follows: the performance commitment index was set too high;the company’s artificially increased profits,financial fraud,and corporate management’s earnings management behavior;extreme controllers caused the company’s internal management imbalance;the third-party audit agency’s weak supervision Etc.,which led to a huge impairment of goodwill.After the above analysis,this article aims at the risks arising from the impairment of the goodwill of M & A in the merger and acquisition,and analyzes the reasons for their occurrence,trying to propose effective risk prevention measures that can be widely used.First of all,as the main body of mergers and acquisitions,enterprises should standardize the initial measurement of goodwill,make the process of impairment of goodwill more transparent,seek truth from facts,rationally select the target company for mergers and acquisitions,do followup integration work,and improve the continuous integration and synergy of mergers and acquisitions;The supervision department should strengthen the supervision of goodwill impairment,starting from the source,perfect the relevant standards and regulations,increase the punishment for violations,etc.Thirdly,the third-party assessment agency should maintain its independence,professionalism,and discover in time during the work process Related issues;Finally,as investors,we should think rationally and avoid blindly following the investment,so as to avoid unreasonably high expectations of listed companies and huge investment losses. |
