Research On The Legal Validity Of Valuation Adjustment Mechanism

In recent years,there is no consensus on the effectiveness of the "mass equity agreement" with the application of the concept of "diversification of private equity".The laws and regulations on the effectiveness of gambling agreement still reflect the characteristics of small quantity,low level and unsystematic.The attitude of judicial practice towards the effect of gambling agreement has also experienced three stages: prudent identification,gradual exploration and encouraging development.On November 14,2019,the Supreme People’s Court issued "China Law Insight",which proposed for the first time to separate the effectiveness of the gambling agreement from the performance,so that the actual performance would not affect the effectiveness of the gambling agreement itself,and provided special Provisions on the effectiveness of the gambling agreement,which laid a preliminary foundation for judicial practice.However,the conservatism of the current law is also reflected in its adherence to the traditional principle of statutory capital,its negative attitude towards the effectiveness of the gambling agreement,and some provisions do not fully adapt to the practice of the gambling agreement,which easily leads to the confusion between the legal standard and the actual standard of the performance of the gambling agreement,and further affects the effectiveness of the gambling agreement,which is not conducive to its protection The role of capital security.Therefore,the validity of gambling agreement is still worthy of further study.This paper uses normative analysis,case analysis,comparative analysis and historical analysis to study the legal effect of gambling agreement.In addition to the introduction and conclusion,the main content of this paper consists of four parts.The first part is about the basic problems of the legal effect of the gambling agreement.This part first discusses the definition of the legal effect of the gambling agreement,including the concept and types of the gambling agreement and the concept of the legal effect of the gambling agreement.Secondly,it expounds the relevant issues of the legal effect of the gambling agreement,and advocates that the gambling agreement belongs to a new type of commercial contract.The second part is the evolution,status and existing problems of the legal effect rules of gambling agreement in China.This part first analyzes the early cases of gambling agreement,discusses the evolution path of the effectiveness of gambling agreement in judicial practice.Secondly,it describes the status quo of the effectiveness of the gambling agreement,analyzes the relevant provisions of the "Civil Code" and the "China Law Insight",and summarizes the current ideas of the court for the effectiveness of the gambling agreement and the main controversial issues of the gambling agreement cases under the "China Law Insight".Finally,the paper expounds the problems existing in the current determination of the effectiveness of the gambling agreement,mainly including: it is difficult to determine the boundary between the contract and the company law,the shortcomings of the "China Law Insight",the lack of preferred stock system,the defects in the regulatory provisions of the Securities Regulatory Commission,and the lack of standardization of the gambling agreement.The third part is the enlightenment and reference of the legal effect rules of foreign gambling agreement.First of all,this paper discusses the rules of the legal effect of gambling agreements in the United States,Britain,Germany and Japan.Secondly,it expounds the Enlightenment of the judicial practice of the four countries to our country,including the implementation of model contract system,the establishment of preferred stock system and the introduction of installment financing system.The fourth part is the suggestion to improve the legal effect rules of gambling agreement,which is the core content of the full text.It mainly includes three aspects: the first is the improvement of the company law system,including recognizing the heterogeneity of shareholders,improving and standardizing the preferred stock system,and finding the balance between the contract and the company law;the second is the improvement of the industry system,including the formulation of the model contract of the gambling agreement and the establishment of the phased financing mechanism.The third is the improvement of the regulatory system,including the orderly opening of the IPO gambling agreement,the improvement of the supervision of other areas of the gambling agreement and the improvement of the supervision of offshore companies.