并购支付方式、目标方参与公司治理与业绩承诺实现

In recent years, the events of default on performance commitments in mergers and acquisitions have occurred frequently, which have seriously damaged the interests of listed companies and their shareholders. Taking the performance commitment agreements of M&A transactions completed by companies on the Growth Enterprise Market and the Small and Medium-sized Enterprise Board from 2013 to 2017 as samples, the impact of M&A payment methods on the achievement rate of performance commitments of target enterprises has been studied. The research findings are as follows: In M&A and reorganization, compared with a single cash payment method, the two payment methods including shares are more conducive to achieving performance commitments; when the original shareholders of the target enterprise serve as directors, supervisors and senior managers of the acquirer to participate in corporate governance, it is beneficial to achieving performance commitments.

近年来并购业绩承诺违约事件频发，严重损害了上市公司及其股东的利益。以2013—2017年创业板、中小板公司完成并购交易的业绩承诺协议为样本，研究了并购支付方式对目标企业业绩承诺达标率的影响。研究发现：在并购重组中，与单一现金支付方式相比，包含股份形式的两种支付方式更能实现业绩承诺；目标企业原股东担任收购方董监高参与公司治理，有利于实现业绩承诺。