The Research On Valuation Adjustment Mechanism Of Company

As an investment vehicle,valuation adjustment mechanism is widely used in equity market,and the mechanism plays an important role in the process of enterprise investment and financing.However,our country is lack of some specific laws and regulations to curb this system,which may make it lack of a set of operating rules in legislative,judicial,supervision,and enterprise own.Thus it is easy to cause a series of legal problems.This thesis will start with the legal problem which is caused by VAM,and combines with some datum that it is analyzed from some typical cases of this agreement,so that could be conducted the thorough research on the related theory problems of this agreement.In chapter one,this article introduces the valuation adjustment mechanism operation situation both domestic and abroad capital market.And analyzes the system value for the "information asymmetry" and "contract incentive",and explore valuation adjustment mechanism's legal problem in the legislation,justice,regulatory,and the enterprise itself,which could make foundation for the following research groundwork.In chapter two,this article expounds controversial theories of contractual nature of the valuation adjustment mechanism,mainly including options contracts,loan contracts and guarantee contracts.After selecting a comparative study methods with these similar contracts,it comes to a conclusion of the agreement which is not belong to these contracts and they also have some differences.Through the analysis of the connotation,characteristic,utility of valuation adjustment mechanism,deemed the VAM is an aleatory contract.The third chapter discusses the effect of the mechanism on the premise of Chinese legal framework.Due to the administration judges judgement the agreement valid or invalid is according to the parties who conclude it,which may be easy to cause controversy.By analyzing and comparing different kinds of typical cases,and conducts an analysis on the classification of VAMs by studying,and analyzed the Cash/Stock Reimbursement VAMs which are two commonly used standard for analysis in our country.At last it draws out a conclusion that VAM's valid is not deceived for the parties who signed it,and should be based on the specific laws,regulations,detailed analysis.The fourth chapter is to provide institutional path for the rational and legal operation of the valuation adjustment mechanism.By creating VAM contract and supplementary Preferred Stock Application,which could improve the implementation of the VAM path in the legislation;Respecting the party autonomy and accepting the principle of interest balancing judge the VAM's valid on the judicial;Recommending the society establish the industry self-regulatory organizations,and allow the company which will become listed company to sign the agreement,so that the agreement could be widely used under the regulation;The company which could make the VAM more effective by building the economic structure of the repeated game and entering the overseas capital market,so as to promote the application of valuation adjustment mechanism in our country.