| The gambling agreement is a valuation adjustment tool.It distributes the rights and obligations of the merger or financing parties through the contract form,which can reduce the risk of information asymmetry in the transaction.At the same time,it can also promote the transaction,motivate the company to operate,and achieve mutual win.In 2003,Mengniu signed a gambling agreement with foreign investors such as Morgan Stanley and British League,becoming the first case of gambling in China.The great success of Mengniu made many Chinese enterprises join the ranks of gambling.As the gambling agreement continues to mature in practice,more and more companies have begun to use gambling agreements in mergers and acquisitions.However,as the number of companies that sign gambling agreements in China continues to increase,the risk of gambling agreements has gradually emerged.Once gambling fails,companies will face huge risks of compensation and loss of control.At present,China has a relatively short research time on gambling agreements.At present,there are relatively few research results on gambling in the gambling agreement,especially in corporate mergers and acquisitions,and case studies are lacking.The common gambling agreement was mostly signed by both the buyer and the seller of the target asset.In 2013,during the private placement of Boyion Investment in the acquisition of Jiangsu Steyr,Yingda Steel,the controlling shareholder of the listed company,replaced the transferor of Jiangsu Steyr.Listed companies have signed performance gambling agreements,which are rare.Therefore,it is necessary to thoroughly analyze the motivation and consequences of the signing of gambling agreements between the parties in this case,clarify the interests of all parties concerned,and analyze the reasons for the failure of gambling,thus providing reference for other listed companies to sign gambling agreements and the supervision of related departments reference. |
PDF Full Text Request