Research On The Application Of Performance Commitment From The Perspective Of Principal And Parallel Parties

In recent years,with the sustained and rapid development of the market economy of our country,the administrative examination and approval procedures and relevant management measures for enterprise merger and reorganization have been simplified by the state,and more and more listed companies have carried out their own upgrading and transformation by means of merger and reorganization.In this case,Performance Commitment Agreement has become a means for enterprises to restrict each other in M&A.In essence,the performance commitment agreement is a method to transfer the uncertainty in the future development of the acquired enterprise to both parties.In M&A activities,the two parties can guarantee the fair and reasonable transaction and protect the legitimate rights and interests of stakeholders by signing a performance commitment agreement.In view of this,more and more enterprises in the capital market choose to enter into performance commitment agreement with the target company to realize the transfer of M&A risks borne by the main merging party.But while the performance commitment agreement has created rich profits for the company,its own gradually exposed some problems.In order to achieve the goals set by the performance commitment,the management of some enterprises only pays attention to the operating conditions during the commitment period and neglects the long-term development.There are also some enterprises in the performance commitment after the expiration of the failure to achieve the target,there are performance commitment compensation amount is not paid in time.This paper chooses the case study on the application of performance commitment agreement in a series of M&A activities during 2013-2020.Firstly,this paper reviews the research status of related fields at home and abroad,clarifies the content of this paper,and analyzes and summarizes the related theories.Then this paper reviews the process of M&A in recent years,and introduces the accomplishment of the performance commitment agreement signed by Lianjian Optoelectronics and the acquired party.Thirdly,based on the previous analysis,this paper summarizes the problems existing in the application of performance commitment agreement under the joint construction photoelectric perspective.Finally,from the perspective of the merging party,the paper concludes that the merging party should be prudent in selecting M&A objectives,preventing high premium when valuating the target company,restricting the equity pledge of the shareholders of the merged party when the performance commitment agreement is established,the merging party should pay attention to the integration of enterprise resources and strengthen corporate governance after the merger,and the merging party should optimize information disclosure and attach importance to goodwill impairment test after the performance commitment expires.The main innovation of this paper lies in: Different from the previous research on the breach of performance commitment based on the perspective of the merged party,this paper analyzes its shortcomings in the whole process from signing to execution,summarizes the reasons and proposes countermeasures.In addition,this paper takes into account the impact of equity pledge on the implementation of performance commitment agreement,which is innovative to some extent.