Research On Legal Validity And Substantial Performance Of Valuation Adjustment Mechanism

Under the tide of six waves of mergers and acquisitions in the world,China gradually participated in the economic achievements that attracted the attention of the world after the reform and opening up,and gradually became the main body of bulk trade.In the practice of enterprise merger and acquisition,breakup fee and reverse breakup fee,as important protection mechanism clauses,play an important role in improving transaction certainty,reasonably distributing anti-monopoly risk,achieving the purpose of promoting the transaction intention of both parties and promoting the healthy development of merger and acquisition market.Therefore,the study and research of this mechanism is a subject worthy of contemporary legal people’s attention.This paper focuses on the legal issues related to break fee and reverse break fee.Firstly,in the first chapter,the concept and development course of the system are introduced in detail,and some operating rules and operating conditions of the system in the world in the contemporary society are analyzed emphatically,including its practical distinction in different fields,its change of proportion in different scale of trade and the approximate amount range.It also analyzes the operation principle of its specific rules from the perspective of Anglo-American law and lays the foundation for the exploration in the following paper.In the second chapter,this paper takes a typical case of the acquisition of Revlon as the perspective to discuss and study the detailed rules and operation logic of the breakup fee system.Then,this paper introduces the operation rules of break fee in Taiwan,China,and compares them with the general rules in Chinese mainland,so as to explore the enlightenment from the legislation outside the region.Then,in the third chapter,this paper discusses the institutional basis and legal nature of break fee and reverse break fee under the current legal framework of our country,analyzes the irrationality of its definition as liquidated damages,and puts forward the view that it should be defined as the contract termination condition.Then,based on this point of view,this paper analyzes the effectiveness of some common conditions attached to break fee clauses in practice in China’s current legal system,as well as relevant adjustment schemes.In the fourth chapter of this article,combined with the paper about the break-up fee before its legal basis and experience outside of the system,analyzed the break-up fee provisions under the rules of our country’s legal system operate some existing problems and solutions,with qualitative,supervision and relief three point of view,put forward the clear its legal qualitative,change the examination and approval system to system and perfect the judicial relief way three aspects.In this paper,the breakup fee and reverse breakup fee clauses are used as the pivot to explore the defects existing in the current legal system in the field of mergers and acquisitions in China.