Research On The Risks And Preventive Solution Of VAM In M&A

As the global economy has boomed,a growing number of international investors are looking to the Chinese market.When entering the capital market of our country,the investment institution,in order to ensure its own interests,has signed the corresponding gambling agreement with the financing party,the uncertainty of the future has been agreed to lock valuation risk,so the gambling agreement gradually penetrated into the private equity investment field of our country.In the Stock Exchange,because of various uncertain factors,it is difficult for the investors to accurately measure the value of the enterprise,in order to deal with this risk,the gambling agreement came into being.A hedging agreement is an agreement to adjust the valuation,to amend the Valuation of the company under the hedging agreement,to coordinate risks,to advance the trading chain,and to provide incentives for companies to do business,on the one hand,it can alleviate the Information asymmetry and unreasonable valuation of the Enterprise and,on the other hand,serve as an incentive for management to ease the issue of principal-agent,enterprises in the conduct of activities such as financing and valuation are more flexible,fast,improve the flow of capital in the stock market.For the time being,however,our laws do not explicitly provide for a gaming agreement,which may seem like a panacea,but in private equity investments,or is it a case of M & A that highlights the disadvantages of helping to push up valuations,short-term operations and financial fraud,while some companies profit from the deals,it may even fall into the dilemma of controlling ownership,Equity Dispute and litigation.So what we need to do is to urgently analyze the risk in the deal,to use some of the companies that use the gambling agreement to enlighten,reduce the risk and failure rate,and bring some convenience to the financing of enterprises.In this paper,the author makes a case study on Annie's shares and the deal signed by Chang Yuan in 2016,and analyzes the practical application of the gaming agreement.Firstly,this paper reviews the relevant scholars' research achievements,combs and reviews the relevant literature,defines some key concepts,and clarifies the theoretical basis of this paper,and lays the groundwork for the subsequent analysis,this paper analyzes the current situation and characteristics of the merger and acquisition and the application of the deal in the merger and acquisition of enterprises,and sums up the practical problems of using the gambling agreement in the merger and acquisition of China,to incorporate specific theoretical knowledge into the actual case of Annie's share merger and acquisition of Changyuan State News,in conjunction with the specific content of some gaming agreements,and accordingly to put forward some views of practical value,the key risks are identified and analyzed to provide some reference for the development of the gambling protocol.Finally,according to the problems discussed above,the risk prevention measures are put forward from three levels: Strategy,application and legal supervision.On the strategic level,enterprises should make clear the essence and application basis of Vam,and sign vam carefully.In the course of application,the elements of Vam should be carefully considered to strengthen the risk control during the whole period of Vam On the legal level,it mainly aims at the imperfect legal system of our country to put forward the opinion.The conclusion is that although there is risk in the process of using Vam,if it can be used reasonably,it can play the role of valuation adjustment and realize the win-win of both parties.