并购中的商誉减值风险

Goodwill Impairment Risk in M&A

商誉作为一项企业获取超额收益的能力,在数量上日益巨大。通过分析中国并购市场的发展形势和现有商誉数值,被收购公司由于并购市场的活跃和资本市场的繁荣被过高的估值,导致市场上商誉占净资产的比例加速上升,使企业商誉难以长久维持,有极大的商誉减值风险。公司对待高溢价并购带来的困境,通常会采用将商誉转入无形资产、将一次并购拆分多次、对赌协议和大量计提商誉减值的手段来操纵商誉控制利润。

As a corporate power to get excess profits, goodwill is becoming huger in number. Analyzing the development situation and the existing goodwill value of China＇s M＆A market, the acquired company has been overvalued because of the activity of M＆A market and the prosperity of the capital market. Therefore, the proportion of goodwill is increasing rise to net assets on the market, and enterprise goodwill is difficult to maintain for a long time, which have a great risk of goodwill impairment. In order to solve the trouble of high premium M＆A, the company could manipulate the goodwill to control the profits by means of putting the goodwill into intangible assets, breaking up M＆A into many times, VAM and a large number of withdrawing.