1. Introduction
With the development of the economy, it is becoming more and more important to speed up the technological transformation of enterprises. As part of this transition, businesses often need to expand capital, and one viable option is through mergers and acquisitions. While mergers and acquisitions improve the competitiveness of enterprises [
1], the problem of inaccurate valuations caused by information asymmetry has become increasingly prominent. The acquired party may exaggerate the enterprise value through profit adjustment, or there may be information asymmetry between the two companies, resulting in an incomplete understanding of the acquired party’s actual economic information [
2]. In practice, the valuation of the target assets of the M&A is often the result of a game between the two parties, and there is a lack of generally recognized objective and fair evaluation methods. In response to this problem, the acquirer can require the target company to make a commitment to the performance after the merger to ensure the accuracy of valuation and protect the interests of small and medium shareholders [
3]. In 2008, pay-for-performance commitments became common practice in M&A as a way to compensate for information asymmetries.
In M&A negotiations, the target company usually signs a performance commitment agreement, which can send a positive signal to the acquirer, thereby increasing the valuation of the acquired assets and alleviating the company’s information asymmetry [
4]. However, in recent years, with the increase of corporate mergers and acquisitions and the increasing application of performance commitments, problems continue to appear in the actual implementation process of enterprises, and “performance changes” frequently occur. According to data from 2008 to 2019, the completion rate of mergers and acquisitions of A-share listed companies in China is 95.5%, and there is still room for improvement. However, it is worth noting that more than half of the companies that signed the performance commitment suffered a performance decline of more than 30%, and this happened in the first year after the commitment expired. Thus, it is of great significance to study the factors that affect the fulfillment of performance commitments to enhance the ability of corporate mergers and acquisitions.
With the application of blockchain technology, performance pay is becoming more and more popular in mergers and acquisitions [
5]. Similar to the VAM protocol, it acts as a valuation adjustment mechanism [
6], which can reduce the valuation premium to a certain extent [
7]. In 2005, China’s listed companies applied this system for the first time in the process of share structure reform [
8]. Most of the literature on performance commitment is researched from the perspective of salary incentives. Scholars started with the compensation of executives and found that there is a positive correlation between the compensation structure of the acquisition manager and the stock price before and after the announcement of the acquisition [
9].
Some scholars have also studied the impact of performance commitment on firms. Relevant researchers studied the relationship between performance commitment and corporate performance and found that a reasonable performance compensation commitment can motivate the target company to improve the performance of the acquirer [
10]. The scholars studied the impact of performance commitment on earnings management [
11]. The results show that performance commitment improves the earnings management level of backdoor listed companies. A case analysis found that companies that signed performance commitments may have behaviors such as premiums, goodwill impairment risks, and earnings management after the commitment period [
12]. The scholars studied the factors that affect the use of pay for performance, and the study showed that pay for performance is more likely to be used for acquisitions if the target company is a small private company [
13].
In research on information asymmetry in M&A scholars have studied the relationship between information asymmetry and M&A time [
14]. The results show that the problem of information asymmetry is more serious before the completion of M&A and will be weakened after M&A. This is similar to the conclusion of scholars who studied the impact of M&A on banking information asymmetry [
15] and found that information asymmetry increases after an M&A announcement and decreases after transaction completion, and that a successful M&A will improve the quality of the information environment. The scholars studied the information asymmetry in cross-border acquisitions and found that market support institutions usually reduce information asymmetry and shorten the arbitration stage [
16]. The scholars analyzed the relationship between M&A goodwill and information asymmetry [
17] and found that the value of goodwill affects the risk of stock price collapse through information asymmetry at the enterprise and market level. The scholars believe that the problem of information asymmetry in M&A can be solved by reasonable means of payment [
18].
However, a significant portion of the research on performance commitment primarily centers on its influence on enterprises, leaving a noticeable gap in understanding the factors that influence the effectiveness of these commitments. The implementation of performance compensation commitments within enterprises has led to the gradual refinement of commitment terms. The choice of compensation methods can yield varying impacts on the successful fulfillment of these commitments. Among the existing research, the predominant focus lies on equity payment and two-way compensation as performance compensation methods. While these studies often analyze their effects on overall enterprise management, they often fall short of delving into the underlying mechanisms that drive these impacts. This points to a notable deficiency in the literature, as there is a distinct lack of exploration into the intricate impact mechanisms resulting from these subjective factors.
This paper takes its starting point from the very core of the agreement itself, delving into the internal subjective factors. Through the lens of information asymmetry, it systematically examines the intricate impact of performance compensation on the successful fulfillment of commitments. The primary objective of this paper is to dissect how scientific and technological enterprises navigate the selection of performance compensation methods within the framework of information asymmetry. It seeks to unveil the extent to which these choices influence the realization of commitments and the potency of commitment-driven incentives. Additionally, this study probes the intricate relationship between these two factors, unraveling their underlying influence mechanisms. Furthermore, the research findings are placed within the context of science and technology enterprises for subsequent validation, aiming to furnish a valuable reference for enterprises undergoing transformation. The exploration of performance compensation commitments from the unique perspective of compensating for information asymmetry adds an innovative dimension to the study’s scope.
The primary contributions of this paper can be succinctly summarized as follows: Firstly, within the realm of research content, this paper augments the existing literature by delving deeper into the realm of information asymmetry within technology-based enterprises. It also explores the array of factors that wield influence over the fulfillment of performance commitments. While earlier studies predominantly concentrated on external variables such as executive traits and financial institutions, this paper takes a unique angle by examining the impact of compensation methods on the execution of performance commitments. Furthermore, this research enriches the exploration of compensation modalities by venturing into compensation timing patterns, thus broadening the scope of our inquiries beyond payment modes and directions.
Secondly, this paper broadens the perspective on information asymmetry. Past studies have predominantly examined the incentive effects of commitment compensation modes on enterprises. However, this paper takes an even deeper dive by exploring the direct influence of compensation modes on commitment fulfillment, while simultaneously scrutinizing the intricate mechanisms at play. In terms of practical application, the recent epidemic has exerted a notable impact on target enterprises that have committed to performance targets. By studying the selection of compensation methods, this research assists businesses in choosing performance compensation methods that optimize their standing during mergers and acquisitions. This strategic choice empowers enterprises to navigate technological transformations effectively, ultimately realizing pre-defined objectives.
The structure of this paper is as follows: The second part is theoretical analysis and research hypothesis. The third part is the research design that introduces the research samples and data sources, explains the main variables of the article, and constructs the research model. The fourth part is the empirical test results and analysis, descriptive statistics on the variables, the introduction of benchmark regression results, the hypothesis verification, and the robustness of the test results that further explain the reliability of the argument. The fifth part is further research. The sixth part is the discussion part, which puts forward corresponding countermeasures and suggestions, and the shortcomings. The seventh part is the conclusion that summarizes the study.
6. Discussion
In summary, our findings recommend the following reforms for acquirers, mergers, and regulators.
First of all, it is recommended that the acquirer choose equity payment as the payment method, annual compensation as the term, and two-way compensation as the direction when signing the performance commitment. This will ensure that the undertaking effectively facilitates the target company’s performance of its obligations and reduces the likelihood of changes in performance. The acquirer should also investigate the performance of the target company and choose a company with higher performance to sign a performance compensation agreement. For technology-based companies, when choosing a performance-based compensation method, they can choose share-based payment and annual salary. This approach can strengthen the commitment of enterprises to achieve their goals, reduce the degree of information asymmetry in transactions, and thus accelerate the process of technological transformation.
Secondly, for the merged company, in order to promote the completion of the merged company’s commitment, it is recommended that the target company’s commitment period be consistent with the good performance period. This will allow performance to mediate and facilitate fulfillment of commitments. Management should also strengthen oversight of corporate performance. Companies with high corporate governance quality should carefully choose the compensation method of share-based payment, while companies that choose annual compensation and two-way compensation should strive to improve the quality of corporate governance.
Finally, from the perspective of supervision, the implementation of my country’s performance commitments is late, resulting in imperfect systems and policies. To this end, the regulatory authorities need to speed up the formulation of performance commitment policies, establish application thresholds and unified standards, and standardize the use of performance commitments in corporate mergers and acquisitions under the background of market-oriented reforms. When formulating relevant policies, enterprises can be encouraged to choose two-way remuneration, increase the proportion of two-way remuneration in performance-based remuneration commitments, and at the same time regulate equity compensation limits to prevent enterprises from using two-way remuneration and performance-based remuneration commitments. The company shall not use it to transfer interests and harm the interests of small and medium shareholders. Enriching the terms of performance-based compensation agreements may also be beneficial. This study confirms that the type of compensation employed in performance commitment agreements has a significant impact on the fulfillment of commitments. Regulators should consider increasing the diversity of compensation methods available. In addition, incorporating non-financial indicators into commitments can help reduce the risk of performance loss and improve the market mechanism.
There are still some limitations and room for discussion in this study. This study focuses on the impact of the commitment period. In the future, with the development of enterprises, mergers and acquisitions will become an important means of rapid expansion of enterprises [
49]. In the future, researchers can expand the research window to the end of the commitment period and study the impact of performance compensation on enterprises after the end of the commitment period. Due to the lack of target enterprise data, this paper mainly conducts research based on financial data. Future research could expand on this topic by exploring the non-financial aspects of pay for performance. The specific setup of the compensation method has not been discussed yet. The compensation method of equity incentive can improve the performance completion of enterprises, but the risk of equity incentive is often greater. According to the benefit transmission theory of large shareholders, enterprises may use equity incentives to carry out benefit transmission, which will damage the interests of small and medium shareholders [
50]. In the future, we can further explore how to formulate scientific and feasible equity incentive limit regulations. In addition, in the context of the current digital transformation, the application of digital technology in the field of financial accounting should be strengthened. Mergers and acquisitions are also the driving force for corporate transformation. In the future, we can further study the selection of M&A models in the context of digitalization and how to accelerate the digital transformation of enterprises.