Research On The Legal Effect Of Gambling Agreements

DUIDU agreement is a common legal setup in the capital market nowadays.Because of its flexible adjustment of the rights and obligations of both investors and financiers,it adapts to the investment and financing needs of start-ups and has been widely used since it entered China.Since the final judgment of Haifu case in 2012,the judicial determination of the legal effect of DUIDU agreement has formed a paradigm of "effective DUIDU with shareholders and invalid DUIDU with companies".However,the relevant judgment has not been able to "find the law by reason".It makes full use of the method of legal interpretation to make detailed reasoning,while establishing trial practice,its legal and social effects are greatly reduced.There is a lot of room for further discussion in this way of thinking.Previous court decisions and the reasons for the invalidity of DUIDU implicitly point to the principle of capital maintenance,which needs to be discussed separately through classification.In addition to the criteria for the division of subjects,betting agreements can be divided into cash compensation type and equity repurchase type according to the way of realizing the adjustment of valuation.Although the specific corporate law systems involved in the two types are different,they have the same goal in the principle of capital maintenance.Of course,in order to provide a complete analysis of ideas to help judicial practice,the basic analysis of the contract law of the betting agreement is also necessary.This paper is composed of three parts: introduction,main body and conclusion,in which the body is divided into three chapters.In the first chapter,the concept,type and value of the DUIDU agreement are elaborated.The key point is that the betting agreement can not be equated with the valuation adjustment mechanism.The comparison and transfer of this comparative law need to be carefully carried out.The main body of the contract and the way of realizing the adjustment of valuation are two meaningful standards,which are also the basic framework of the follow-up discussion in this paper.Chapter two makes a basic analysis of the DUIDU agreement in civil law,especially in contract law.Attempts to classify betting agreements into well-known contracts do not help much in solving the problem.Even if we leave this analysis,we can easily draw the conclusion that betting agreements are not loan contracts or joint venture contracts,and there is no problem in their fairness.Chapter three analyses the legal effect of DUIDU agreement from the norms of company law.Whether it is cash compensation or equity repurchase,it is a capital transaction between the company and shareholders.Limited to the fact that there is no framework provision for such transactions in our company law,judges only make a general determination.This paper attempts to provide empirical and hermeneutic support for the proof of the validity of the DUIDU agreement by thoroughly explaining the principle of capital maintenance and introducing operable financial standards to avoid roughly classifying such capital transactions as evaded capital.