Research On The Judicial Judgment Of The Validity Of The Gambling Agreement With The Target Company

The gambling agreement is accompanied by capital investment into China's capital market,and it has been widely applied to the investment fields of all walks of life in China.The related disputes are also constantly showing.Problems such as reasonableness,legitimacy,and legal attributes have not yet formed unified,authoritative,and clear opinions and methods in either legislation or judicial practice,which is in contradiction with the general application of gambling agreements in the capital market.In particular,the "Haifu Investment and Gansu Shiheng dispute over gambling agreement" as the first case of gambling agreement after the first trial,second trial,and retrial was concluded by the industry as the guideline that the gambling agreement between investor and company is valid while that between investor and shareholder is void.Afterwards,this rule was adopted in practice and the core of the referee was limited to the type of transaction.The contention of the referee was limited to the conflict between the contract effectiveness and the mandatory specification,and brought certain troubles about the practical application of the gambling agreement with the target company.Under the trend that the gambling agreement effectiveness disputes with the target company appear to be complicated,making an analysis of the cases of judicial referees,clarifying validity issues,gradually recognizing their legal status,changing the previous referee ideas and analysis framework in judicial decisions,and streamlining the logic of the referee,are of great significance for creating a legal and orderly legal environment for the capital market,resolving the financing difficulties of Chinese companies,establishing a multi-level capital market,and promoting capital investment in China's long-term,healthy and orderly development.This article limits the research object to the research on the judicial judgment of the validity of the gambling agreement with the target company,the logic of which will be combed based on the analysis of the related cases.This article is divided into four parts in addition to the introduction and the conclusion.The first part intends to summarize the attitude of the typical cases in the judicial practice in China.Analyze the theoretical basis of such judicial practice of gambling agreements,clarify the problems in the referee logic in China's judicial practice,and reveal the difficulties faced by target companies in the use of gambling agreements for judicial adjudication.The second part plans to carry out three levels of contract validity,contract fulfillment and performance obstacles of the gambling agreement between the target company,analyze the effectiveness referee,and re-orders the referee logic.The goal is to change the referee logic in which the validity of the contract associated with the mandatory specification is overwhelmingly as the core and even the only dispute,and differentiate between contract effectiveness and contract performance.The analysis of the company's failure to pay compensation or repurchase funds due to capital regulations is based on the logic of reliance on the performance obstacles and the liability for breach of contract of the company's legal mechanism.The third and fourth parts are intended to propose solutions for the legal dilemma.Through the introduction of relevant experience in judicial practice in the United States,Germany,Japan and other countries,combined with the actual situation in China,the relevant recommendations for judicial adjudication are proposed.The focus of judicial adjudication will be on the performance of the contract without departing from the effectiveness of the contract and the mandatory context of company law,and then re-examine the company's organizational attributes,provide market support for procedural support,while ensuring that creditors enjoy the right to relief afterwards,and re-establish the overall idea of judicial adjudication.