In contrast to previous literature, our study not only examines the communicative value of Key Audit Matters (KAMs) through the capital market reaction to KAMs but also analyses the content and reporting format of KAMs, which vary based on the intrinsic risk of business activity. Using a sample of Chinese firms from 2017 to 2020, we find that more M&A-related KAMs are reported and they are disclosed through less boilerplate language when M&As are accompanied with the Performance Commitment contracts (PCs), an indicator as high possibility of overpayment during M&As thus inducing the high risk of the goodwill impairment and high litigation risk. Additionally, we find that the negative impact of PCs on boilerplate language is amplified when the benchmark in PCs is precisely achieved or when the firm has been sued in recent years. In other words, the disclosure of M&A-related KAMs is more tailored to the client firm when auditors observe a high risk for accountability. Consequently, capital market participants, as well as other recipients of auditing reports, such as regulators and analysts, perceive non-boilerplate M&A-related KAMs as informative for their decision-making process.

This paper examines the association between acquisition performance commitment and earnings management in an emerging market where investor protection mechanisms are not well established. Based on a sample of acquisition transactions by listed firms in China during 2008-2017, we find evidence that firms committed to certain performance targets in acquisition transactions tend to engage in earnings management to meet their commitments. This phenomenon is more pronounced at the later stage of the commitment period. Further, the positive relation between performance commitment and earnings management is attenuated by a stronger governance structure. Finally, we find firms that managed to just meet performance targets experience worsened accounting-based and market-based performances and higher probability of goodwill impairments immediately after the commitment period. This paper contributes to the acquisition literature by providing evidence from an emerging market of post-contractual opportunistic behavior.