Research On Legal Validity Of VAM

With the continuous development of market economy, the free competitiveenvironment in the market provide a good atmosphere for the small and medium-sizedenterprise vigorous development, but because the medium and small-sized enterprises lackof funds, which has meet a lot of difficulties.It brings the gospel of venture capital andprivate equity investment funds to small and medium enterprises or that enterprises are ingrowth period, provides the rare development opportunity for them. But at the same time,there is asymmetric information between investors and enterprises, so in order to balancethe interests between them, VAM emerge as the times require. This clauses often used asfinancing investment between investors and enterprises in the part of the agreement terms,mainly is used to balance the investment and financing information asymmetry between thetwo sides of the issue, is a kind of valuation adjustment mechanism. The "gambling on theterms" is a nickname of "valuation adjustment mechanism" in the Chinese practice, theestablishment of this mechanism is mainly to value the differences between financinginvestment and the two parts, it is a financial instrument in essence, and has incentive effecton both sides.Although VAM has been widely accepted and used at home and abroad, especially inprivate equity investment, but VAM has been controversial legal status in our country,what actually happened on the legal effect of VAM, by the analysis of typical case " thecase of Haifu investment and Shiheng company gambling "，the three trial of three differentverdict to an in-depth analysis on the theory behind the decision differences VAM of legaleffectiveness, to explore the impact of its effect factors, so as to provide template referenceto determine the VAM of legal validity.The paper studies on the VAM of legal validity from the following seven parts.The first part: introduction. This part mainly introduces the background andsignificance of this topic, and the research status of the VAM in domestic and foreign, so asto grasp the summary and the tone of context and on the whole.The second part: Haifu investment and the Shiheng company gambling case is the firstcase of VAM in legal validity. This part introduces typical cases--"Haifu investment andthe Shiheng company of gambling case”. In this paper, it reveals the different problems ofthe VAM in legal validity and leads to the following by this case.The third part: the divisions of the VAM on the legal nature. This part mainly throughanalysis of the nature of VAM，it plays a connecting role on summary the above case andleads to the following on the validity of VAM in terms of judging basis.The fourth part: the divisions of the contractor in terms of validity. This part introducesthe different effect of VAM in terms of the different contractor. The fifth part: the divisions of the content in terms of validity. This part introduces thedifferent effect of VAM on the subject in terms of the different content.The sixth part: the advice of VAM in legal validity. This part mainly launches fromtwo hits, on the one hand, the VAM is not legal norms to regulate the situation, then how tomake rational use of legal principles, rules or applicable law to break the currentpredicament that terms of gambling lawless boat; on the other hand, in order tofundamentally eliminate the obstacle on the identified, our country should actively promotethe corresponding legislation and build up early, through judicial interpretation or othereasy way to clear the legal status of VAM, saving the cost of legislation based on both themaximum on the sweeping the obstacles. It will provide guidance and basis for theeffectiveness of gambling problems in terms of the identified in practice, and plays a role ofregulation and balance the terms.The seventh part: conclusion.