Summary:
Chinese enterprises rely on mergers and acquisitions (M&A) to optimize industrial layouts and upgrade industrial structures, and how to prevent the valuation and pricing risk of benchmark assets is the core issue during M&A. Performance commitment is a protection mechanism that guarantees the future expected return of the underlying assets, alleviates the acquirer's worry about the future profitability of the underlying assets, and reduces the pricing risk in the M&A transaction. However, the capital market questions the real effect of performance commitments because they have a high default rate. Performance commitments raise the valuation of the underlying assets, helping the asset's seller obtain excess returns. They also provide the market with strong expected performance information about the underlying assets, which drives up the stock price of the asset purchaser's secondary market. The acquirer's major shareholders and institutional investors use the rise in the secondary market as an opportunity to obtain large profits by means of a pledge or reduction of shares at the expense of small investors. Therefore, M&A performance commitments do not protect the interests of listed companies and small investors, considering their high default rate. The original intention behind a performance commitment is that it will alleviate information asymmetry and protect the investors' rights and interests. Instead, performance commitments work against the listed companies and small investors' interests by creating gimmick-like market value speculation. The literature has focused on performance commitment's internal mechanisms, the relationship between performance commitment and M&A risk, and the incentive effect. However, the studies have not considered how performance commitment's external signal affect M&A stakeholders or whether the signal is used maliciously for hype. The latter may cause a wealth transfer effect, which harms small investors. Nor have studies shown whether performance commitments are intentionally used to alleviate information asymmetry. Therefore, this paper studies the role of wealth transfer and signal transmission in the decision-making behavior of different types of investors. This study is an important supplement to the literature because it systematically interprets the performance commitment mechanism. In answering this paper's thesis, we found that small investors buy more of an acquirer's shares, while large investors are motivated by timed trading to sell significant amounts of stock. In terms of investment income, small investors suffer a great loss, while large investors gain. We found a significant wealth transfer effect between the large and small investors under a performance commitment. Research has indicated that the market's interpretation of performance commitment has changed. Capital market investors are concerned about the increase in performance commitment defaults. The performance commitment's success as a protection mechanism depends on the acquirer's integrity and dedication to the commitment. Therefore, this paper attempts to answer the following question: can high information transparency and stronger protections for investors weaken the performance commitment's wealth transfer effect？ Our research shows that M&A companies with high information transparency and stronger protections for investors are better at suppressing the wealth transfer effect, and the information advantage and informed trading behavior of large investors converge. China's financial regulatory institutions have cracked down on fraud and ensured that listed companies have provided true, accurate, complete, and timely information disclosures. The environment now allows us to examine the following question: what role do performance commitments play in M&A when the market's inertia for performance commitments and the subsequent large-scale breach of contracts occur simultaneously, and what would make the mechanism more effective？ The performance commitment is the central research problem of the current financial supervision environment. Studies on the role of wealth transfers and signal transmissions in performance commitments will show the best method of supervision for performance commitments and the best punishment mechanism for asset restructuring. The findings will help regulators determine targeted measures to improve the effect of performance commitments.
Cadman B, Carrizosa R. and Faurel L. 2014. “Economic Determinants and Information Environment Effects of Earnouts: New Insights from SFAS 141(R)”, Journal of Accounting Research, 52(1):37～74.
[23]
Franco G.De., Lu H. and Vasvari F.P. 2007. “Wealth Transfer Effects of Analysts’ Misleading Behavior”, Journal of Accounting Research, 45(1):71～110.
[24]
Zhai J. and Wang Y. 2016, “Accounting Information Quality, Governance Efficiency and Capital Investment Choice”, China Journal of Accounting Research, 9(4): 251～266.
