An Analysis of the Causes and Effects of the Out-of-Control Merger and Acquisition of Subsidiaries—A Case Study of the Great Wall of Culture Company

Yuqing Cai
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Abstract

The phenomenon of out-of-control of subsidiaries after mergers and acquisitions is becoming more and more prominent. Effective control of subsidiaries is the most important issue that needs to be paid attention to. How to reasonably and effectively control subsidiaries has become the focus of theoretical and practical research. Taking the acquisition of Jade Education by Great Wall of Culture as an example, this paper analyzes the causes of losing control after the acquisition and analyzes the impact of losing control subsidiaries on the enterprise by means of event research and financial index analysis. The study found that the main reasons for the out-of-control of subsidiaries are unreasonable performance commitment, excessive decentralization caused by cross-border mergers and acquisitions, and out-of-control caused by blind mergers and acquisitions. Moreover, the out-of-control subsidiaries are no longer included in the scope of consolidated statements, which has a significant impact on the operating conditions of enterprises. In order to prevent the subsidiaries from losing control, it is suggested to carefully select the target for merger and acquisition, conduct due diligence on the target enterprise before merger and acquisition, reasonably delegate decision-making power and enrich and improve the performance commitment agreement.
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子公司失控并购的原因与影响分析——以文化长城公司为例
子公司并购后失控的现象越来越突出。子公司的有效控制是最需要关注的问题。如何合理有效地控制子公司已成为理论和实践研究的焦点。本文以文化长城收购翡翠教育为例,通过事件研究法和财务指标分析法,分析了收购后失去控制权的原因,分析了失去控制权的子公司对企业的影响。研究发现,造成子公司失控的主要原因是业绩承诺不合理、跨国并购导致的过度分权、盲目并购导致的失控。此外,失控子公司不再被纳入合并报表的范围,这对企业的经营状况产生了重大影响。为防止子公司失去控制权,建议谨慎选择并购目标,并购前对目标企业进行尽职调查,合理下放决策权,丰富和完善绩效承诺协议。
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