Study On The Legal Risk Prevention Of The Valuation Adjustment Mechanism

With the gradual maturity of my country’s capital market,Valuation Adjustment Mechanisms have gradually been widely used in China as the main method of private equity investment.However,since the first case of gambling,the "Haifu Case",there have been endless disputes over Valuation Adjustment Mechanisms in judicial practice.The ninth "Minutes of the National Court Civil and Commercial Trial Work Conference"(issued by the Supreme Law in 2019,later referred to as the "Minutes of the Nine Peoples"),the second part of the "Trial of Corporate Dispute Cases" clearly affirmed the validity of the Valuation Adjustment Mechanism(valid)It is the principle,invalidity is the exception),and believes that it should be comprehensively judged based on the "Civil Code" contract and the "Company Law" to provide theoretical guidance on the judgment of Valuation Adjustment Mechanism cases in practice.However,the "Minutes of the Nine Peoples" has not yet reached the effect of judicial interpretation and can only be used for reasoning in the judgment document,and cannot be cited as the basis for the judgment.Therefore,the current situation in my country regarding the lack of statutory regulations on Valuation Adjustment Mechanisms remains unchanged.Therefore,discussing the effectiveness and risk prevention of Valuation Adjustment Mechanisms has important theoretical and practical significance.The specific content is divided into the following five parts: The first part is the introduction,which comprehensively analyzes the current research status at home and abroad,and clarifies the background,significance and purpose of the research in this article.The second part is an overview of the Valuation Adjustment Mechanism,mainly focusing on the concept of the Valuation Adjustment Mechanism,the classification of different standards,the nature of disputes,and the theoretical basis.The third part introduces the status quo of my country’s legislation on Valuation Adjustment Mechanisms and judicial practice,and compares and analyzes the differences in the judgment rules of judicial organs and arbitration institutions.The fourth part draws on relevant regulations outside the territory,taking the United States as a typical example,and referring to its mature and beneficial practices in risk prevention regulations,covering both legal regulations and supporting systems in practice.The fifth part is to analyze the legal risk constitution of the Valuation Adjustment Mechanism in my country from the perspective of the implementation of the Valuation Adjustment Mechanism,the listing of the enterprise,the interests of small and medium shareholders,and the investment and financing parties.The sixth part,combining the development status of my country’s capital market and current laws,puts forward suggestions on the prevention of legal risks when the investor and the target company are "gambling".Based on the current legislation and judicial practice of my country’s Valuation Adjustment Mechanism,combined with mature and excellent experience outside the territory,the thesis proposes to improve the relevant legislation and supporting measures of my country’s Valuation Adjustment Mechanism.The specific suggestions are,first of all,to clarify the status of the Valuation Adjustment Mechanism in the "Civil Code" contract,the "Company Law" and the "Securities Law",and establish a model Valuation Adjustment Mechanism text to regulate the Valuation Adjustment Mechanism between the investor and the target company.protocol.Subsequently,from the perspectives of the investment and financing parties,respectively,he exploratoryly proposed the design of specific agreement terms to prevent the legal risks of the "Valuation Adjustment Mechanism".