Research On Risk Management Issues In Enterprise M&A Performance Commitment

In recent years,the economic situation is good,the investment market is becoming more active,and more and more listed companies are undergoing mergers and acquisitions to better develop.M&A and restructuring have gradually become an important tool for the company to improve its competitiveness and improve its performance.As the core of mergers and acquisitions,performance commitments reduce the information asymmetry between the parties and become the first choice for more companies to conduct risk management.However,the annual report of listed companies shows that more and more companies have failed to meet the performance promises,and have a direct impact on the overall performance of listed companies,resulting in stock price fluctuations.The China Securities Regulatory Commission also issued a new rule on June 17,2016: the acquiree should strictly abide by the performance commitment agreement signed with the acquirer in the merger and acquisition,perform its obligations and compensation,and cannot change the terms at will.Make up for the uncertain losses incurred by the acquirer due to the non-compliance of profits.However,in the process of mergers and acquisitions,there are certain valuation risks,management and operation risks,performance terms and risks,and performance dispute risks.This article takes the “performance commitment” in the merger and acquisition as the core,and selects the case of the cultural media industry Guangdong Media to acquire the Champs.Through the understanding of the three stages of the performance commitment period and the performance commitment risk management failure before signing the performance commitment to Guangdong Media,analyze the problems and deep analysis of the problems in the use of performance commitment risk management tools by Guangdong Media.Reasons: Weakening the risk control process under the pressure of transformation,which makes the due diligence have major defects;the management does not clearly identify the financial risks of the industry and the enterprise,so that the target company is not reasonably valued;the dispatch of senior management financial fraud leads to the unreasonable restriction of the target enterprise.Management rights;performance compensation conditions set up a single compliance difficulty,and provide relevant recommendations for these risks-strengthen the scope and quality of due diligence,strengthen the scientific value of corporate value assessment,set comprehensive and diversified performance standards,sign Constraining the subject company's management behavior clause to reduce the probability of failure of performance commitment,this article stands in the perspective of Guangdong Media,studies the risk management of performance commitment,the risk of performance commitment itself from the signing of the agreement,and the existence of the management of Guangdong Media Starting from the problem Reasons for the failure of risk management,so as to promote more awareness of listed companies to strengthen risk management,mergers and acquisitions of listed companies to avoid failure and commitment to performance compliance dispute has practical significance.