| With the continuous development of market economy and related policies,the market competition is becoming more and more fierce,rapid expansion of scale to improve competitiveness and occupy the market has become an important strategy for the long-term development of enterprises.More and more enterprises through mergers and acquisitions to quickly acquire assets,technology,innovation capabilities,such as the expansion of extended and industrial chain.This has also led to a boom in mergers and acquisitions,high-premium mergers and acquisitions become more common,which makes the A-share market goodwill is high,a number of enterprises to form a huge reputation.A large proportion of enterprisegoodwill accounts for a higher proportion of assets in the A-share market,which brings greater risk to the A-share market.With the huge goodwill also comes a large-scale goodwill impairment,goodwill impairment scale has gradually increased in recent years,especially in 2018,the A-share market ushered in the explosion of goodwill impairment growth,the value-taking of goodwill enterprises and the market as a whole have a huge impact.Based on goodwill-related theories and research,this paper analyzes the overvaluation of goodwill and goodwill impairment in the A-share market,explores the specific reasons for goodwill overvaluation and large-scale impairment,and looks for feasible countermeasures.This paper takes GS Holding of A-share listed companies as the object of analysis,and explores the relevant problems through the in-depth analysis of the formation and impairment of its huge goodwill.This paper finds that the main problems of its huge goodwill are concentrated in the synergy effect and the income method can easily lead to high valuation,and the share payment method can easily lead to high consideration and unreasonable performance commitment.This paper also constructs a financial model based on the income model used in GS Holding merger and acquisition,analyzes the effect of beta value error on the valuation result of earnings method in the discount rate model,and then studies the effect of revenue method on valuation.The valuation of goodwill is higher than the real value of excess earnings generated by mergers and acquisitions is the root cause of goodwill impairment,the capital market will gradually restore rationality after the emergence of a large amount of goodwill,and eventually the real value of goodwill will surface,which inevitably leads to large-scale impairment of goodwill.At the same time,this paper analyzes the actual situation of GS case and thinks that goodwill impairment also has strong human factors,which is more prominent is the enterprise management's earnings management motivation.Management's use of goodwill impairments for profit smoothing or "bathing" and other earnings management is that GS Holding's accounting information does not truly reflect the actual situation,and at the end of 2018 GS Holdings broke out a largescale goodwill impairment.The impact of overvaluation and large-scale impairment of goodwill is also far-reaching,which will seriously affect the normal operation of enterprises and market order,and erode the interests of small and medium-sized investors.In view of the problems analyzed in the case of GS Holding,this paper puts forward targeted opinions,such as improving the method of asset evaluation,setting up the performance compensation mechanism reasonably,reasonable payment method of merger and acquisition consideration,and formulating a more realistic follow-up measurement method during the transition period of capital market construction.In view of the fact that the scale of A-share goodwill is still expanding and the risk of goodwill impairment remains high,this paper hopes to provide useful theoretical reference solely to the goodwill-related issues discussed in case cases,and to provide practical reference for enterprises with similar problems in case companies,so as to achieve the purpose of theoretical integration and practice. |
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