Abstract: In recent years, the terms of the gambling agreement have been widely used in corporate mergers and acquisitions in China. The original intention of setting the terms of the gambling agreement is to protect the legitimate interests of the merger and acquisition party. However, in the specific implementation process, the merger party pursues the high valuation and the target company. The future performance of the company is overconfident, and it is likely that it will unrealistically make excessive commitments to specific performance targets, and even require intermediary agencies to assist in facilitating through illegal means. In the judicial practice of the implementation of the gambling agreement, the parties to the merger and acquisition due to performance failures caused a large number of legal disputes, and even involved the criminal responsibility of the relevant participants. This paper mainly discusses the types of criminal legal risks and their countermeasures that may arise from the failure to implement the terms of the gambling agreement in the company's merger and acquisition process. The research content has certain practical guiding significance for regulating the company's M&A behavior and reducing the legal risk of M&A of public companies.