| At present,the rapid development of capital market,the vigorous promotion of supply side reform,the continuous expansion of the scale of listed companies,and the continuous strengthening of competition in the industry are all promoting the frequent occurrence of M & A activities.In recent years,the number and transaction amount of M & A in China's enterprises,especially in the media and culture industry,have been in a blowout,followed by a series of problems in M & A.Among them,the more typical one is the large amount of goodwill generated in the merger and acquisition.As the product of merger under different control of enterprises,goodwill has become a double-edged sword hanging on the head of enterprises with the increasing number of mergers and acquisitions and the amount of transactions.After the performance commitment period of the target enterprise expires,the impairment of large amount of goodwill is withdrawn,which directly causes the loss of the current profits of the enterprise.The higher the amount of goodwill impairment,the greater the impact on the profits and operation of the enterprise.Goodwill and goodwill impairment have always been the focus of capital market.In recent years,many enterprises "stampede the line" to meet the profit requirements in the performance commitment period,and the method of withdrawing large amount of goodwill impairment after the completion of the gambling period brings risks to the M & A activities and subsequent operations of enterprises.The media industry has become a concentrated area of goodwill impairment due to its industry characteristics of "light assets,high valuation".The scale of goodwill of industry companies has grown rapidly from 2013 to2015.In 2016,the growth rate of goodwill in the industry has slowed down with the decline of market conditions and the tightening of M & A audit.In this paper,the great wall movie and television company is selected as the object of case study.In the context of M & A in the media industry,we analyze the deep-seated reasons for the impairment of goodwill in the company's performance loss,and try to put forward the risk management and control methods of goodwill impairment.As a movie and television advertising company,the great wall movie and television company began a long way of merger and acquisition after listing in 2014.As of the end of 2018,the total amount of goodwill reached RMB 970 million.In the case that the company has not accrued the impairment of goodwill before,the impairment of goodwill in 2018 amounted to 377 million yuan,resulting in a loss of 188 million yuan in the total profit of that year.In 2018,the harm to the company's performance caused by the huge goodwill impairment risk began to appear.Based on the literature review of M & A,goodwill impairment and risk management and control,combined with synergy theory,information asymmetry theory and principal-agent theory,this paper studies the specific cases of goodwill impairment in the M & A of great wall TV,and concludes that: the target company's premium valuation,single payment method of M & A,the signing of unreasonable performance commitment compensation agreement,and the post M & A process The reasons such as poor business synergy and imperfect laws and regulations are related to the impairment of large amount of goodwill,which affects the company's performance and development.Therefore,this paper puts forward some suggestions: before M & A,we should make a reasonable valuation of the target enterprise to make the recognition of goodwill more accurate;during M & A,we should restrain the signing of unreasonable high performance commitment agreement;after M & A,we should adopt the method of combining amortization and impairment to reduce the risk of goodwill impairment;from the aspect of policy-making and supervision,we should strengthen the evaluation of goodwill The supervision of the market industry should protect the interests of participants in the market from the legislative level. |
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