Research On The Optimization Of "Apology" And "Repayment" Under Performance Breach

With the continuous promotion and expansion of the M & A market,the number of M & A activities at home and abroad is gradually increasing,and performance commitment is constantly favored by management,which has become a way for investors to protect the interests of M & A.However,many companies have experienced a decline in revenue or even performance.The poor effect of performance commitment,and even the breach of performance commitment is an important factor in the loss of income.In order to solve the problem of performance decline,the CSRC has formulated a relevant system,which stipulates that after major asset restructuring,the board of directors,general managers and relevant personnel of listed companies,for reasons other than the management of the listed company,should publicly apologize to investors,this provision is called the apology punishment mechanism for breach of performance commitments.Prior to the establishment of criminal proceedings,a key asset management performance compensation mechanism was first introduced in a publication in 2008 and subsequently revised and supplemented in 2014 and 2016.In essence,the performance compensation mechanism is a fair trading strategy,which is being adopted by all parties to make up for the value differences caused by data asymmetry.The aim is to protect the interests of listed companies and large and medium-sized investors in restructuring transactions,so as to make stock valuations and prices reach a safe level.In the case of breach of performance commitment,the apology punishment mechanism can play a role of reflection and warning to the business situation of the mergers and acquisitions,while the performance compensation mechanism can provide some economic compensation to the mergers and acquisitions after the breach of performance commitments.Although the two mechanisms are different in time and mode of action,the essence is to reduce the damage of breach of performance commitment.The apology punishment mechanism is mainly used for the time limit of welfare payment,which has a positive impact on the promised operation next year through a public apology.The performance compensation mechanism is mainly implemented after the expiration of the commitment to protect the rights of listed companies and large and medium-sized investors.This paper studies the optimization of the two mechanisms of "apology" and "compensation" under the breach of performance commitment.for the selection of the case,this paper chooses the classic M & A failure case of Yushun Electronics merger and acquisition of Accord Technology,mainly because of the low quality of apology,after the operation of the apology punishment mechanism,the completion rate of performance commitment in the next year does not rise but decreases.We can draw lessons from this case and look for optimization methods.At the same time,after the performance commitment is not up to standard,when the relevant responsible persons perform performance compensatio,there is a suspicion of shirking responsibility,and the role of making up for losses is also a flash in the pan.The author believes that from this case,it has some enlightenment for the optimization of the two mechanisms.Of course,using a case to study the optimization of the mechanism has some limitations,but there are relatively many loopholes in the process of Yushun’s merger and acquisition of Yashi technology,which can bring enlightenment to the optimization of "apology" and "compensation" system from many angles.On the basis of the case study,this paper puts forward some countermeasures and suggestions to optimize the apology punishment mechanism and performance compensation mechanism,which can promote the performance commitment of listed companies and protect the interests of minority shareholders.