Research On Performance Commitment Risks And Promise-lost Countermeasures In Corporate M&A Reorganization

With the continuous improvement of the capital market,listed companies in China have chosen to conduct M&A restructuring to strengthen their core competitiveness in recent years.Performance commitment can effectively reduce the information asymmetry between enterprises,so it is widely used in M&A activities.However,based on the annual reports of listed companies and the relevant documents released by the CSRC,the problems of the use of performance commitments in the restructuring process have gradually been exposed:restructuring performance commitments show the characteristics of increasing uncompleted rate step by period,a relatively high proportion of "accurate compliance" performance commitments,and a sharp decline in the performance of companies after the expiration of the commitment period.If left unchecked,such behaviors will not only hinder the normal operation of listed companies,but also affect the smooth operation and healthy development of the capital market.Based on the above background,this paper takes the "performance commitment" in M&A and restructuring as the core,and selects the case of A Cheng Ji’s restructuring of Jia Dian for analysis.Jia Dian,which are controlled by state-owned enterprises,do not have the motivation to increase their market value through performance commitments to achieve money,and the performance commitment agreements signed do not have the characteristics of "three highs",but they still end in failure,and the risks of such performance commitments are deeply investigated.Through case analysis,this paper explores the pressures faced by Jia Dian in the process of fulfilling its performance commitments,the means,motives and economic consequences used by the management to prevent financial fraud in order to prevent performance failures,and the behavior of Jia Dian in transforming connotatively to reverse the situation in the face of performance failures and continuous losses of enterprises.Through the above analysis,looking at the entire performance commitment event,it is inferred that Jia Dian shares have four types of performance commitment risks in this event:the risk of unfavorable industry development,the risk of related merger and acquisition fraud,the risk of short-sightedness of management,and the risk of imbalance of shareholder constraints.Based on this,this paper draws corresponding risk prevention and control enlightenment to reduce the probability of performance failure of other enterprises.Starting from performance commitment,this paper understands the risks related to performance commitment and improves the risk prevention awareness of companies,especially provides a direction for enterprises to effectively avoid performance commitment risks,reduce the probability of performance failure,and how to reverse adversity after facing performance failure.