Risk Analysis Derived From Performance Commitments In The Context Of Continuous Mergers And Acquisitions Of Enterprises

As China’s economic growth rate has changed from high-speed to medium-high speed,the economic transition has caused market competition to become increasingly fierce.More and more companies have changed from endogenous growth relying on internal capital accumulation to favor faster-speed extensional mergers and acquisitions.expansion.The pharmaceutical industry M & A activities facing the pressure of industry integration and upgrading are particularly active.Pharmaceutical industry companies regard M & A as an important means to seize the "commanding heights" of the market.Continuous M & A activities are also becoming more and more common.The missing link.In theory,performance commitment is a risk prevention and control contract.In the case of asymmetric information,both parties to the merger and acquisition guarantee the performance of the target party after the merger in the form of a performance commitment compensation agreement,which helps reduce the M & A activity.risk.However,judging from the current practice of performance commitments in China ’s capital market,the abuse of performance commitments in M & A practices has exposed many problems.The situation that the target company failed to achieve the agreed performance after promising high performance indicators has led to "thunder" Negative reports are also common in various media.At its root,performance commitments serve as a tool to prevent the inherent risks of mergers and acquisitions,while also deriving additional risks during the merger.Therefore,performance commitment,as a tool that runs through the entire process of M & A,has theoretical and practical significance to study the risks derived in corporate M & A.This article is based on the research purpose of analyzing the M & A risks derived from performance commitments and putting forward corresponding suggestions.By drawing on previous research on performance commitments and M & A risks,combining real option theory,information asymmetry theory,large shareholder hollowing out behavior theory,management Irrational behavior theory and M & A risk management framework and other theories to conduct research.This article selects Trividia and PTS,which are the continuous overseas mergers and acquisitions of Sanuo Bio,as representative cases of mergers and acquisitions in the pharmaceutical industry.It introduces the design and implementation process of continuous mergers and acquisitions,the completion of performance commitments,and analyzes the performance before and after continuous mergers and acquisitions to explore the performance of derivative performance Risks,and put forward specific measures to deal with these derived risks to improve the completion rate of performance commitments,so as to achieve the effect of controlling M & A risks,so that companies can better use performance commitments to achieve M & A.