本文采用2010—2014年间A股中小板和创业板并购境内标的并签订业绩补偿协议的标的公司样本,研究业绩补偿承诺对标的公司的激励效应.研究表明,双向业绩承诺比单向业绩承诺的激励效果更为显著;当业绩承诺未达到预期标准时,股份补偿方式比现金补偿方式的激励效果更为显著;相比于没有减值测试补偿条款,约定减值测试补偿具有更好的激励效应;并购业绩承诺对管理层薪酬激励效果不明确.本文的研究不仅可以为并购交易的业绩承诺条款签订提供借鉴意义,也为监管部门对并购交易过程中高估值、高风险的业绩承诺风险监管提供证据支持.%Affected by various factors, target companies may embrace the risk of not meeting the performance committed, which leads to multiple forms of performance commitment and performance commitment compensation. Limited by the sample size, different incentive effects of compensation forms are only proved in case studies (Tang and Liu, 2006; Gao, 2010), and the results are not promoted to large sample studies (Lu, et al., 2014; Yang, 2016). Using data of mergers and acquisitions on Chinese A-share SME Board and GEM during 2010-2014, this paper investigates the incentive effect of performance commitment forms, including the effects of the one-way value adjustment mechanism and the two-way value adjustment mechanism, stock compensation and cash compensation, asset impairment test compensation clause on executive compensation and firm performance. We find the evidence that performance commitment helps target companies to meet committed performance: the two-way value adjustment mechanism is more effective than that of one-way; the stock compensation is more effective than the cash compensation; the agreed impairment test compensation clause is more effective than the non-impairment test compensation clause. The incentive effect of performance commitment on executive compensation is mixed: the two-way value adjustment mechanism is more effective than that of one-way; there is no significant difference not only between the roles of stock compensation and cash compensation, but also between the agreed impairment test compensation clause and the non-impairment test compensation clause. The contributions of this paper include: First, we analyze the incentive effect of various commitment forms on managers comprehensively. Previous research focuses on the incentive effects of the one-way value adjustment mechanism and the two-way value adjustment mechanism, stock compensation and cash compensation (Lu, et al., 2014; Yang, 2016), but ignores the effect of asset impairment due to merger premium. This paper conducts the test of asset impairment and broadens the existing research thoughts. Furtherly, we adopt managerial compensation variables to analyze the direct incentive effect of commitment forms. Existing research usually adopt firm performance of target companies to measure the incentive effect (Yang, 2016),but there are various factors affecting firm performance, and it is difficult to reflect the direct effect of performance commitment. Based on previous literature, we add managerial compensation variables to conduct further research. Moreover, we enlarge the sample size to improve the robustness of the results. Previous research uses the data before 2013 (Lu, et al.; Yang, 2016), which ignores that high value premium and the earn-out structure are generally applied after 2013. Mergers and acquisitions have been conducted rapidly since the year 2013, which is called "the first year of mergers and acquisitions", so we expand the sample to the year 2014, which adds reliability of our conclusions.
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