Research On The Law Effect Of Equity Repurchase Of Limited Liability Company

The valuation adjustment mechanism(VAM)has play an important role in shelving dispute between the investment and financing sides and promoting the effective allocation of resources.However,its legal nature and effectiveness are still controversial.Taking the repurchase of equity in the limited liability company(LLC)as an example,in the legal nature,it should be regarded as a mechanism of stock issuance realized by a limited liability company which performance in contract form.Due to the share repurchase of limited liability companies in VAM is related to contract law and company law,the legal judgment about it shall still be based on civil and commercial legislation.In the judicial practice,the court's evaluation of the effect of the equity repurchase in VAM of limited liability companies tends to be negative.However,we will find that the judicial judgment of the court was based on incomplete facts and the legal argument is not clear,if we analyze the typical case carefully.Focusing on the dispute over the equity repurchase in VAM,that is,whether it damages the property rights of the independent legal person of the target company,whether it violates the principle of capital maintenance,and whether it shall accept the provisions of the legal share repurchase regulation.This paper attempts to restore its causes.On the one hand,due to the special nature of the limited liability company's purposes in VAM,and on the other hand,because the limited liability company's preferred stock regulation has not yet been established,the equity repurchase in VAM is difficult to coordinate with the current law.People have different opinions on the legal effect of the share repurchase in VAM of a limited liability company.Through the re-recognition of the relevant legal regulation,this paper finally proposes the basic principles and specific methods to help identify the effect of equity repurchase in VAM,which is based on the principle of honesty and credit,the principle of matching risk and return,and the use of reverse referee thinking.In addition to the introduction and conclusions,this paper is mainly composed of three parts:The first part introduces the status quo of the legal effect of the equity repurchase of the limited liability company.From the three dimensions of legal nature definition.Besides,this paper introduces the basic situation of VAM in theory and practice,legal environment analysis and judicial judgment,which provides the basis for further research.The second part summarizes the three controversial focus of the equity repurchase of limited liability company on the legal process of VAM,and restores the cause of dispute based on the existing legal system and judicial judgment.In the third part,on the basis of re-recognizing the legal share repurchase regulation and capital maintenance principle of the limited liability company,the basic principles and specific refereeing methods for judging the effectiveness of the equity repurchase of the limited liability company are further proposed.