Abstract: The problem of goodwill impairment triggered by inflated performance commitments is common, and how to effectively standardize performance commitments has aroused the common concern of academics and practitioners. In order to test whether the regulation of goodwill impairment can promote the performance commitment “from the virtual to the real”, we took the M&A transactions of listed companies with performance commitments signed from 2014 to 2023 as the research object, and found that: the dual regulation of the promulgation of the SEC's goodwill impairment regulatory policy and the exchange goodwill impairment inquiries can effectively improve the fulfillment rate of performance commitment. Its influence mechanism is to urge the acquirer to prudently conduct mergers and acquisitions and make reasonable commitments, and to appoint directors, supervisors, or senior executives to participate in the governance of the target company during the commitment period. This effect is more pronounced when there is a high degree of regulatory enforcement or when management is more capable of promoting the fulfillment of performance commitments. Furthermore, the regulation of goodwill impairment can improve the performance deterioration after the expiration of the commitment period. The findings of this paper provide a path for regulators to effectively standardize performance commitments and maintain capital market order.

Key words: Goodwill Impairment Inquiries, Performance Commitments, M&A

摘要： 虚高业绩承诺引发商誉暴雷的问题屡见不鲜,如何有效规范业绩承诺引发了学术界与实务界的共同关注。为检验商誉减值监管能否促进业绩承诺“脱虚向实”,本文以2014—2023年上市公司签订了业绩承诺的并购交易为研究对象,研究发现:证监会商誉减值监管政策的颁布与交易所商誉减值问询的双重监管能够有效提高业绩承诺完成率,其影响路径为督促主并方审慎并购,合理确定业绩承诺金额,并推动其在承诺期内委派董监高参与标的公司治理。同时,在监管落实程度高或管理层更有能力推动业绩承诺完成的情况下,该影响更为显著。进一步,针对商誉减值的双重监管能够改善承诺期满后的业绩变脸。本文研究结论为监管方有效规范业绩承诺,维护资本市场秩序提供了路径参考。

关键词: 商誉减值, 业绩承诺, 并购重组