Research On The Tax Risk Of Gambling Agreement In Enterprise Mergers And Acquisitions

With the development of socialist market economy in our country,the capital market construction is becoming more stable,the phenomenon of inter-company mergers and acquisitions is so common in the capital market.So many enterprises seek to transform and upgrade and explore new profit growth points in this way.However,due to information asymmetry and immature valuation mechanisms,the acquirer is in a disadvantaged position in the transaction,and both parties to the transaction often analyze the valuation of the company,which is not conducive to the conclusion of the M&A transaction.Therefore,the merger and acquisition parties have introduced a gambling agreement,that is,when the transaction is concluded,they sign supplementary terms.The acquired party makes a commitment to the business performance or other indicators in the next few years,and agrees on compensation terms.If the performance of acquired party is not completed,they need to fulfill their liability according to the agreement.The signing of the gambling agreement can not only reduce the risk of high valuation caused by the lack of information,but also encourage the management of the acquired party to work hard to fulfill the performance promise and reduce the risk of compensation.As a result,gambling agreements are widely used in the corporate M&A transaction market.However,the tax law does not make clear provisions on the tax treatment mode of the gambling agreement.At the same time,the handling of the their performance compensation includes the theory of gratuitous donations,the theory of liquidated damages,the theory of guarantees,the theory of derivatives,and the theory of adjustment of the transfer price.How to determine the income is related to how to pay taxes.The inconsistency of the taxation authority and the enterprise’s determination method makes the enterprise face a great tax risk.As a result,this article combines actual case analysis to discuss the tax risks faced by companies signing gambling agreements,research and analyze how companies should avoid tax risks,and at the same time make recommendations for improving the tax collection and management of gambling agreements in our country.This thesis is divided into five parts: the first part is the introduction,which introduces the research background and significance of this thesis,reviews the main research results in this field,and finally introduces the main research contents and research methods,as well as the innovation and shortcomings of this thesis.The second part is the basic theoretical analysis.Firstly,it defines the concepts of enterprise M&A,gambling agreement and tax risk,then introduces the theoretical basis of tax risk in gambling agreement,that is,substantive taxation principle,tax statutory principle,information asymmetry theory and game theory,and introduces the influencing factors of tax risk in gambling agreement in enterprise M&A,Establish the theoretical framework of full-text analysis.The third part analyzes the current situation and existing problems of the current tax treatment of gambling agreements in China,combs the current tax provisions on the tax treatment of gambling agreements in China,and discusses the taxes that may be involved in gambling agreements and the existing problems of tax treatment.The fourth part is the case analysis.Taking the case of Qinshang’s merger and acquisition of Guangzhou Longwen,it analyzes and studies the tax risks faced by both sides of the merger and the causes of tax risks,and explores the accounting and tax treatment methods that are most in line with the economic essence of the enterprise’s gambling agreement.The fifth part is the research conclusions and policy suggestions.Combined with the research contents of the third and fourth parts,in order to improve the tax collection and management of gambling agreements in China,it puts forward some suggestions on perfecting the tax law system,strengthening inter departmental cooperation and improving the fair value evaluation mechanism,changing the collection and management methods,and strengthening the professional construction of tax law enforcement.At the same time,enterprises should also conduct reasonable valuation,carefully set performance commitments,and improve enterprise tax compliance to reduce enterprise tax risk.