| The capital market of western developed countries has experienced tortuous development and matured gradually.The market economy has been carried out in China for a short time,there are series of problems should be solved in the aspects of market composition,system policy,operation environment and so on in China's capital market.Compared with development of the western capital market over the past hundred years,the rapid development of China's capital market in a short period led to plenty of problems related to the market operation.With increasing of the number of participants in China's capital market and the expansion of the scale of transactions,the problems related to the market operation are exposed gradually.In the whole process of western market development,M & A plays an important role in promoting the development of capital market.With the continuous development of China's economy,all kinds of mergers and acquisitions among enterprises are gradually emerging in the capital market.In 2007,China's accounting standards defined the concept of goodwill clearly in law.Since then,M & A have prevailed in China's capital market.However,the imperfect capital market and a series of speculative operations of market participants have not promoted the development of China's capital market,but caused market chaos.Many large companies did not realize that the coordinated development of M & A,and the substantial impairment of M & A goodwill made the net profit on the annual report after year.Huayi Brothers lost nearly 4 billion yuan in the financial statements at the beginning of 2020 due to the impairment of large goodwill in recent years,which attracted the attention of Shenzhen Stock Exchange and issued the company's warning notice.Therefore,it is urgent to study the reasons,consequences and the role of major shareholders in promoting the merger event,so as to provide theoretical support for rectifying the market chaos.According to the statistics of the frequency of M & A events over the years,the results show that the number of M & A activities in China's capital market has increased since 2010,and gradually ushered in the climax of M & A transactions.On June 15,2015,China's stock market suddenly ushered in a cliff like crash after rising.In less than two months,the Shanghai stock index has plummeted nearly 45%.The phenomenon of thousands of shares falling,which the market participants remember clearly,and the normal operation of the market is affected.Therefore,in this paper,the time period when the market fails to operate normally is eliminated,and the purpose is to accurately verify whether the merger and acquisition events have played a role in promoting the development of China's capital market.In order to eliminate the influence of other unrelated variables on the research of M & A goodwill to the greatest extent,this paper takes 2010-2015 as the research time window,and takes the listed companies of Shanghai and Shenzhen stock markets as the research samples to discuss a series of problems caused by M & A events.The typical characteristic of manufacturing enterprises is that they have a large number of fixed assets and intangible assets,which have an active transaction market.By contrast,the amount of identifiable net assets owned by asset-light companies that can be traded in the market is relatively small,and it is difficult for enterprises in the light asset industry to realize that the full value of their assets in the relevant market in a short time to meet the operational needs of current assets.Referring to the relevant transaction data of M & A transactions in China's capital market,in addition to the value of identifiable net assets,the other part of the large consideration paid by the M & A does not correspond to the actual assets,which is the expected value-added of the M & A party to the future operation of the acquired party.Therefore,in the M & A transactions of asset-light enterprises,the determination of the value of goodwill involved by the M & A requires the enterprise management to make professional judgment based on their own professional knowledge,basic literacy,competence and so on.According to the above analysis,compared with other types of enterprises,how to determine the reasonable value of the payment depends on the uncertainty factors partly such as the professional quality of the management when determining the merger consideration in the merger and acquisition transactions,with a greater degree of "goodwill" generated by the merger and acquisition of asset-light enterprises bubbles.Based on the hypothesis of "rational man" in economics,it can be inferred that the shareholders of asset-light companies are more likely to realize their own interests by reducing the shares of the company,rather than through the long-term reinvestment after merger and acquisition and whether they can realize the future sustainable growth brought about by the synergy of merger and acquisition integration in the future.To sum up,this paper aims to study a series of problems caused by M & A of asset-light companies,that is,whether goodwill will bring excess returns to shareholders,whether the excess returns generated by goodwill will cause major shareholders to carry out interest transmission,and finally further study whether high reputation will lead to major shareholders to carry out interest transmission.The research of scholars is of great theoretical significance.The empirical results of this paper show that,firstly,the companies who pay too much premium in M & A can get more excess returns in market transactions.Secondly,some shareholders may increase their holdings of the company's shares within one year before the event of M & A.Thirdly,most of the major shareholders will gain more excess returns... |
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