Research On The Legal Effcet Of Valuation Adjustment Mechanism

Mengniu Morgan’s betting case has brought betting agreements to the national limelight,and the dividends of its success have made many investors eager to try.In recent years,with the vigorous development of the capital market,the betting agreement,as an effective mechanism to adjust the risks of both parties,has become an important way of contracting in the private equity market.However,China’s current legal system does not regulate the effectiveness of the agreement,which makes the judicial field of the dispute on the effectiveness of the agreement is not unanimous in the judgment,the academic field of the agreement is also different views on the effectiveness of the agreement.This paper studies the force of law to bet on agreement,in combination with "rich" sea,"lam case" and "Chinese laborers",on the basis of three typical cases the referee,to explore the rules of judicial field decided to bet against agreement,discusses the legal effect bet against the agreement,and gives Suggestions for the company to guard against legal risks,expected to ease market investment and financing environment,legislative and judicial field allows investment main body,in the company law within the framework of free activities.The first chapter introduces the research background of the paper,the research of domestic and foreign scholars,the purpose and significance of the research,and makes clear the research methods and main innovations of the paper.By studying and judging the development background of the gambling agreement and drawing on the research results of scholars at home and abroad,this paper provides a basis for the study of the legal effect of the gambling agreement,and summarizes the value of perfecting the legal effect system of the gambling agreement.The second chapter is about the study of typical cases of the legal effect of the gambling agreement.It lists the basic cases of three classic cases,namely "Haifu case","Hanlin case" and "Huagong case",and analyzes the main points of the judgments of the courts at all levels.Among them,"Haifu case" is known as "the first betting case",which is the first local case to be brought to the court in China,and its established rules are used by many courts when dealing with similar cases.Moreover,Hanlin case can be regarded as an important turning point for Chinese courts to judge the legal effect of the bet between the investor and the target company.The court corrected the logic error of Haifu case,strictly followed the legalism of validity,and realized the importance of the independence of contract validity.Finally,the "Huagong Case" is the affirmation and development of the "Hanlin Case",which scientifically improves the judgment thinking of the bet between the investor and the target company,and marks a phased end to the dispute over the legal effect of the bet agreement.The third chapter is the evolution of the opinion of the legal effect of the gambling agreement.By analyzing the opinion of the above cases one by one,it summarizes the change of the attitude of the judicial circle to the gambling agreement.First of all,the retrial court of "Haifu Case" changed the previous rule of "one-size-all" invalidation of the betting agreement,and confirmed the judgment rule of "dichotomy",that is,"the bet between the investor and the target company is invalid,and the bet between the investor and the shareholder is valid".Secondly,the "Hanlin Case" involved the situation where the target company provided guarantee for the investor.The retrial court first affirmed the validity of the betting agreement according to the legal validity requirements,and then affirmed the validity of the guarantee from the aspects of procedure and purpose.The division between the judgment of the validity of the betting agreement and the actual performance began to appear.Finally,in the retrial of the "Huagong Case",it was confirmed for the first time that the investor should abide by the judgment thinking of first effectiveness judgment and then performance determination when betting directly with the target company,and the performance was divided into legal level and factual level.This idea of judgment was eventually adopted and used in Jiu Min Ji Yao.Legal effect analysis of part of the fourth chapter is on the agreement,is based on the company law on effectiveness on the agreement of discussion and contract perspective,on the one hand,from the perspectives of the company law from bet bet on agreement of the force of law mainly include whether the agreement constitutes of violation of the legitimate interests of the creditors,whether against the principle of capital maintenance,whether the flight of capital contribution,whether in violation of the principle of profit distribution,whether can you quoted shareholders commitments path analysis,on the other hand from the bet whether agreement contrary to the principle of fairness and violate mandatory provisions can see the nature of the contract Angle under its effectiveness.Finally,it is concluded that it is more reasonable and legitimate to conclude that the gambling agreement tends to be effective under the legal framework of our country.The fifth chapter is about the countermeasure analysis of the effectiveness of the gambling agreement.The countermeasure is put forward from the perspective of the company’s response and the system perfection.From the perspective of the company’s response,it mainly includes four aspects: selecting the subject of the bet,setting the liability for breach of contract,improving the appendix of the agreement and guaranteeing the legitimacy of the procedure.From the perspective of system improvement,it mainly covers how to create a suitable legal environment for the growth of the gambling agreement in the legislative and judicial fields.