Legal Research Of Valuation Adjustment Mechanism In The Private Equity Investment

Since reform and opening-up of china, with the rapid development of the economy and the booming of the capital market, the investment and financing channels of the market participants began to be varied and complexed. Since the 1980s, the private equity funds has been introduced into China as an important form of investment, supporting the development of private enterprises with huge financial fund, and has gradually developed to be the important power of the capital market and enterprise investment. In the process of private equity investment, the investor will enforce the contracts of VAM to avoid the investment risk, and will encourage and restrict the enterprise management level.That is the real source of Valuation Adjustment Mechanism.The term "VAM" is an English phrase with literal translation of "Valuation Adjustment Mechanism". To be different with the zero sum game behavior, the essence of the "VAM" is to redefine the future value of companies invested. The body of investment and financing market are more looking forward to mutual benefit and win-win situation. In the year of 2007, the first case of the "VAM" "in china, "haifu investment v. Gangzhou Shiheng" makes "VAM" the point of theory circle and Practical field. Throughout the the developing path of the "VAM" in china, both the success of Mengniu’s bet and the dismal ending of the taizi’s bet. Due to the nature of the import of the "VAM", there is lack of protocol sound legal regulation in China, therefore, it is still Controversial in legality of the "VAM".The author argues that although the Influence of the "VAM" to the market is the coexistence both pros and cons, but in the long run, with the rapid development of private enterprises, especially the rapid development of Chinese small and medium-sized private enterprises, taking advantage of the "VAM" to attract domestic and international idle funds to recapitalize investment and financing market, is of course a feasible way to try. As to grafting the "VAM" that is mature in Europe and the United States Within the framework of the law Chinese and making it adapt to the current situation of the development of the domestic market, there is further study to make for The judicial circle and the practice circle.In the system, this paper is divided into four parts:The first part, discuss the developing path of private equity investment, the relevant concepts and classification of private equity funds,to draw out the concept of private equity investmentThe second part,to discuss the issues related to the agreement on the meaning, types and causes of the "VAM", making the Private equity investment as the theoretical point;The third part, to analyze Legal relationship of VAM according to the general theory of civil law, the civil legal relationship of three elements which is namely subject, object and content. At the same time, on the basis of 《general provisions of the civil law》, 《contract law》 and other relevant laws, combined with the characteristics of the contract of the "VAM", to analyze the legal nature of the "VAM".The fourth part, mainly discusses the legitimacy of VAM. First of all, Cite the relevant judicial cases of the supreme law and summarize the legal opinion of the VAM; secondly, from the perspective of contract law, financial law, company law, analyses the legitimacy of VAM; finally, summarize arguments and evidence, and draw my own conclusions.