The Study Of The Drivers And Effects Of VAM Of The Listed Company In The M & A And Reorganization

Over the 28-year period from 1991 to 2018,the number of listed companies in China grew rapidly from 14 to 3584.Compared with the unlisted companies,due to the "de-listing standards" restrictions,listed companies in order to maintain the stability of the company's operations and retain listing qualifications,in the stability of existing business development at the same time,but also need to continue to integrate,innovate existing business or in accordance with the ever-changing market needs to open up new business,into new areas.Merger and reorganization provides a good way for listed companies to stabilize their existing business and develop new business.With the increasing number of listed companies,mergers and acquisitions among listed companies are also in full swing.Although merger and acquisition activities can help the development and expansion of listed companies,to the original unchanged business bring fresh blood,the risks are also shown to the world.Among them,the valuation problem in the merger and reorganization activities has become the main problem.The Valuation Adjustment Mechanism,refers to an agreement between the investor and the financier on the uncertainty of the future when the investor and the financier reach an agreement.If the agreed terms arise,the investor may exercise a right,and if the agreed terms do not appear,the financier exercises a right,which was initially widely used in private equity and venture capital,and is now often used in mergers and acquisitions in the capital market.According to Wind Information,during 2015 to 2017,more than 1,700 VAMs were involved in mergers and acquisitions,including 628 in 2017.There are reasons for the popularization of VAM.First of all,the VAM can narrow the differences between the two parties in the valuation to a certain extent,and promote the smooth progress of the merger and acquisition business;also can be tied by the interests of management and all stakeholders during the gambling period,thereby reducing agent risk and stimulating management.At the same time,though the exist of VAM in China has a certain degree of universal application,but more is used in private equity investment.VAM was more applied to merger and reorganization,but the final result of most merger and reorganization is not optimistic.In view of this,through the analysis of the successful use of the merger and reorganization of the VAM of listed companies,the author hopes that it can provide reference for the merger and reorganization business of our country,as well as also provide a new way for the failure of mergers and acquisitions of listed companies in China and the poor benefits of mergers and acquisitions.By combining theory and case to study and summarize the use of VAM in the merger and reorganization of listed companies,and analyze the background,content design,performance,application motivation and effect of the application of VAM about Goldstone.Finally,the article summarizes the successful experience of the successful application in VAM of Goldstone,and concludes that it can provide reference and suggestions for future mergers and acquisitions of listed companies.This paper includes a total of 5 parts of the introduction.The first part is the introduction,mainly introduces the background of the article and the significance of the paper,and summarizes the previous literature referenced by the article,and expounds the research ideas and methods of this paper and the general framework introduction.The second part is to introduce the relevant concepts involved in the article and the theoretical knowledge used in the case study.The third part of the Goldstone merger case,involving a brief introduction about the company and its background,and the merger and acquisition of the content of the VAM and its performance.The fourth part is a specific analysis,including the use of VAM motivation,the contract content planning,risk control and its final effect evaluation.The last part summarizes and summarizes the case of this paper,and provides reference and suggestions for the listed companies to use the gambling agreement in the future in the merger and reorganization activities.