Profit Compensation Agreement And The Protection Of The Interests Of Small And Medium Shareholders

In recent years,with the continuous improvement of China's comprehensive strength,China's economy has gradually moved forward from high-speed development to high-quality development.In order to adapt to the development of the times and keep up with the pace of the times,more and more listed companies choose to expand the market,integrate resources and improve their comprehensive competitiveness through M & A.Therefore,it is common that the performance of listed companies is affected and the interests of small and medium shareholders are damaged in M & A.In response to this phenomenon,the CSRC made some provisions on the performance compensation commitment for the first time in the measures for the administration of major asset restructuring of Listed Companies in2008,in order to better restrict the behavior of listed companies,protect the legitimate rights and interests of small and medium shareholders,and promote the normal operation of the economic market.Since then,in the M & A activities of our country,the profit compensation mechanism began to appear,and with the development of the profit compensation mechanism,more and more enterprises will also add the asset impairment compensation clause in the profit compensation agreement.Profit compensation agreement is essentially a value adjustment mechanism,which aims to reduce the investment risk of M & A and protect the interests of investors.In the economic market,merger and reorganization has become a way for many enterprises to expand the market,so the profit compensation agreement has also been widely used,so some related issues of the profit compensation agreement have aroused the thinking and exploration of scholars at home and abroad.Scholars pointed out that with the continuous development and improvement of profit compensation mechanism,some problems also follow.It is not uncommon for enterprises to have high value and high performance commitment which is not in line with the actual situation of enterprises.Enterprises take high performance commitment as a means totransmit the good development prospects of enterprises to the outside world.In the market activities,small and medium-sized shareholders,as a "vulnerable group",are vulnerable to infringement from all sides.So some scholars began to study the relationship between the profit compensation agreement and the interests of small and medium-sized shareholders,but there are more and more disputes about whether it can really provide protection for the interests of small and medium-sized shareholders with the continuous improvement of the profit compensation mechanism Whether the protection function of different compensation methods is different.In this paper,we choose the essence medicine and the cash compensation method as the research object.We will analyze the impact of the profit compensation agreement on the interests of small and medium shareholders through case study and theoretical analysis.Mainly from the following aspects: 1.Whether the profit compensation agreement can provide protection for the interests of small and medium-sized shareholders and protect the interests of small and medium-sized shareholders;2.How effective different compensation methods are to protect the interests of small and medium-sized shareholders;3.Whether the asset impairment compensation clause in the profit compensation agreement can better protect the interests of small and medium-sized shareholders.Through the analysis,we can draw the following conclusions: 1.The profit compensation agreement can protect the interests of small and medium-sized shareholders to a certain extent;2.The protection effect of share compensation to small and medium-sized shareholders is better than that of cash compensation in general;3.The profit compensation agreement with asset impairment compensation clause has better protection effect to small and medium-sized shareholders than the profit compensation agreement without asset impairment compensation clause,but its protection effect is better The result is still related to the way of compensation.The purpose of this paper is to enrich the relevant research on the profit compensation mechanism and the protection of the interests of small and medium-sized shareholders,to further study the compensation methods of shares and cash and the commitment of asset impairment compensation,and to put forward targeted suggestions for the improvement of the profit compensationmechanism and the protection of the interests of small and medium-sized shareholders in China.