The Research Of Practical Application And Legal Essence Vam

In recent years, Valuation Adjustment Mechanism(VAM)has appeared frequently in the development of Chinese enterprises, such as the signed VAM between Morgan Stanley, Dinghui Investment, Actis and the Mengniu; between Morgan Stanley, Dinghui Investment and the Yolo;between Morgan Stanley, Actis and Goldman Sachs and Hunan Prince Milk;between Country Garden Holdings and Merrill Lynch International and so on. The VAM has become a hot topic in the international investment community and the Chinese business community. The content of the VAM not only includes the law area of the domestic sectors such as the Civil Law and the Company Law, but also includes international law area such as International Investment Law, International Financial Law and International Securities Law and so on. In this sense, the VAM is the leading issue on the legal studies.This paper is composed of three sections as follows. The first chapter introduces the meaning and the characteristics of VAM through the analysis of Mengniu and Yolo .The second chapter makes legal nature analysis of VAM. This part, from the perspective of laws, analyzes the legal nature of VAM, pointing out that the legal nature of VAM belongs to the standard aleatory contract. And then this section launches the legitimate problem of VAM under the Chinese law.The third chapter mainly gives the specifically legal suggestions when signing VAM. This part helps enterprises to understand and overcome the trap in the VAM to become the winner or get win-win result.Finally some points of the views that the author discovers are as follows. First, the VAM is not fine wine and not poison either, and the financing are able to sign the VAM, which is not the best or only choice; Second, the financing enterprises must consider comprehensively the whole risks including the legal risk and others while signing the VAM;Third, even though successful in the gambling, the enterprises must be careful, because most of the investors are not international strategic ones but international financial ones aiming to cash out. Therefore, the long-term development of the enterprises should mainly depend on constantly enhancing their management level to enforce the core competitiveness.