| The Valuation Adjustment Mechanism is the financial evolutional tool which is generalizing among the private equity investment in our country,but in fact that there is no content about The Valuation Adjustment Mechanism in the the existing legislation system in our country.The supreme people’s court once established the rule that sign with shareholders is effective and sign with the target company is invalid,for the validity determination of bet agreement.However,this seemingly popular judgment rule has been broken repeatedly in litigation cases or arbitration cases.The Supreme People’s Court published the Jiuminjiyao,to bet against the cognizance of the agreement also proposed to distinguish the contract effectiveness,reflects the market logic to the attention of a judicial judgment,embodies the exploration of the referee standard refinement.The gambling agreement with the target company as the main body has its commercial significance and legal value,and its legal effect should be recognized.Therefore,it is necessary to research on this kind of gambling cases in judicial practice.The organic combination of the capital maintenance principle and the actual performance of the contract does not comply with the reform direction of "asset credit" in the company law.If the purpose protected by law is to be achieved,the arrangement of betting transaction of relevant parties should be based on the premise of complying with the substantive norms of the company law,and at the same time,it should also meet the mandatory requirements such as the formal requirements stipulated in the contract law.Therefore,how to apply article 52 of the contract law and deal with the use of both contract law and the company law when the contract agreement with the target company is recognized from the perspective of the contract law? How to identify the performance of share repurchase and cash compensation in the perspective of company law? Will performance barriers affect the effectiveness of the contract? Under the development trend of effectiveness and performance,the author analyzes how to regulate the VAM according to the difficulties in the performance of VAM.These are the emphases of this paper.In this article,suggestions to the questions mentioned previously have been presented: First,the bet agreement as a famous contract in the contract law.Second,avoid denying the validity due to Performance obstacle of the contract.Third,preferred stocks should be considered in the legal setting;Fourth,Concerns about the transform from capital credit to asset credit. |
