Research On The Responsibility Of Asset Appraisal In The M&a Of Listed Companies

Asset appraisal is an important part of M&A and plays an irreplaceable role in the negotiation of M&A.With the deepening of marketization concept,China is reducing the governmental intervention in the Merger and Reorganization of listed companies and maintaining the equity,justice and openness of the capital market by improving the standardization and transparency of M&A.In 2018 and 2019,the rate between the price of M&A and the appraisal conclusion is 0.35% and 0.18%,respectively.It can be seen that more and more listed companies directly use the appraisal results or adjusted results issued by asset appraisal as the basis price in the M&A transactions.As an independent third party,the appraisal agency’s objective and fair opinions not only provide the pricie for both parties of the transaction,but also provide a fair reference standards for investors.However,the asset appraisal results that do not match the objective and fair value will not only fail to play the role of the appraisal agency as a "gatekeeper",but will interfere with the judgment of investors and damage the interests of investors.For example,when "high performance commitment,high valuation and high goodwill" occurs in the M&A of listed companies,the responsibility of asset appraisal agencies and appraisal professionals should be paid attention to in the case that the goodwill of listed companies plummeting due to incomplete performance commitment and performance fault after accurate completion of performance commitment.Based on the above research background,this paper adopts the classified analysis,empirical approach,system analysis combined with the current laws and regulations and probes into the problems existing in the assets appraisal.Howerver,this paper also puts forward some suggestions.This paper is divided into four parts.The first chapter elaborates the function of asset appraisal in M&A,the influence of M&A behavior on asset appraisal,and the error of appraisal and the manipulation of appraisal.The second chapter concludes the causes of improper appraisal behaviors and poses questions through analyzing and summarizing the administrative liability,civil liability,criminal liability and professional liability of the asset appraisal in the M&A transaction from 2016 to June 30,2020.The third chapter is one of the emphases of this paper.Based on the second chapter,the paper concludes the improper evaluation behavior and the causes of improper evaluation behavior.In view of this analysis of China’s current asset appraisal industry behavior regulation,including the overall legal framework system and responsibility system.The fourth chapter is the summary of the foregoing chapters.This chapter puts forward some pertinent suggestions.This paper argues that in terms of the liability assumption of asset appraisal agencies in M&A,it is necessary to enhance the sensitivity of "high valuation",construct the judgment standard of false appraisal report,determine the basic elements of civil liability assumption,improve professional liability,and strengthen self-regulation.