《会计监管风险提示第8号——商誉减值》的政策效果研究——基于业绩补偿承诺的视角

新一轮并购潮以来,由"高溢价、高承诺"的不合理业绩补偿承诺导致的商誉减值"爆雷"事件不断发生,引起了监管部门的关注。证监会于2018年11月发布《会计监管风险提示第8号——商誉减值》(以下简称"8号文"),旨在规范商誉减值会计确认、计提时点及监管细节,并明令禁止故意以业绩承诺期为由不计提或跨期计提商誉减值的行为。文章通过双重差分法研究发现:"8号文"有助于降低签订了业绩补偿承诺上市公司的商誉减值水平,加强媒体对签订业绩补偿承诺公司的关注与监督,但存在2018年突击计提商誉减值的现象。此外,"8号文"能够降低上市公司对不合理业绩补偿承诺的使用倾向,降低并购溢价并提高长期并购绩效。最后,签订了业绩补偿承诺的并购企业在"8号文"之后没有显著提升盈余管理水平和股价崩盘风险。文章总体表明,"8号文"有助于上市公司在并购过程中合理使用业绩补偿承诺,降低商誉减值水平。但从长远来看,仍然需要从完善业绩补偿承诺设计机制、健全法律法规约束等角度遏制商誉减值的潜在风险。

Study on the Policy Impact of “Accounting Regulatory Risk Warning No.8-Goodwill Impairment”: Based on the Perspective of Performance Compensation Commitment

Since the new round of mergers and acquisitions, the"explosion" incidents of goodwill impairment caused by unreasonable performance compensation commitments with high premiums and high commitments have continued to occur, which has attracted the attention of the regulatory authorities. In November 2018, the China Securities Regulatory Commission issued the "Accounting Regulatory Risk Warning No.8-Goodwill Impairment" (hereinafter referred to as "Circular No.8"), which aims to standardize the accounting recognition, timing and regulatory details of goodwill impairment, and expressly prohibit the behavior of intentionally not accruing or accruing goodwill impairment on the grounds of the performance commitment period. Through the study of difference-in-difference method, this paper finds that "Circular No.8" helps reduce the level of goodwill impairment of listed companies that have signed performance compensation commitments, and improves the media's attention and supervisory role in signing performance compensation commitments. However, in 2018, there was a phenomenon of sudden provision for impairment of goodwill. In addition,"Circular No.8" can reduce listed companies' tendency of using unreasonable performance compensation commitments, reduce M&A premiums, and improve long-term M&A performance. Finally, M&A companies which have signed performance compensation commitments have lower earnings management levels after "Circular No.8" and do not increase the risk of stock price crash.This paper generally shows that"Circular No.8" helps listed companies make reasonable use of performance compensation commitments in the process of mergers and acquisitions, and reduce the level of goodwill impairment. However, in the long run, it is still necessary to curb the potential risk of goodwill impairment from the perspectives of improving the performance compensation commitment design mechanism and improving legal and regulatory constraints.