Study On The Legal Issues Of The Valuation Adjustment Mechanism Argument Between Investor And Company

In the field of private equity investment and financing,usually the invested enterprises are in the initial stage,inevitably facing a series of operational risks,which leads to the uncertainty of their own production and operation capacity.Therefore,in order to avoid the investment risk as much as possible and promote the fair and reasonable investment transaction between investment and financing parties,the gambling agreement comes into being.At present,the dispute of direct gambling between investors and target enterprises mainly includes two aspects: the validity of gambling terms and the enforceability.Therefore,this paper will start from the following parts.In the first and second parts,a series of legal issues related to the betting agreement between investors and companies in the trial practice are analyzed from the perspective of the evolution of judicial opinions based on relevant typical cases.It mainly includes the identification of the effectiveness of the gambling clause and the difficulties in the performance of the gambling agreement,and puts forward the solutions to the relevant problems in turn.In the minutes of the third part of "Minutes of the National Civil and Commercial Trial Work Conference of Courts " about the bet to discuss the relevant provisions of the agreement dispute,and combined with the latest "civil code of the People’s Republic of China" and "company law of the People’s Republic of China and its judicial interpretation analysis of the relevant provisions of the relevant provisions in the" Minutes of the National Civil and Commercial Trial Work Conference of Courts " notes progress and deficiency,and the performance of the sexual problem of the judicial practice.It mainly involves the logical dilemma in the performance of the gambling agreement,such as the relationship between the company’s capital reduction procedure and share buyback,the relationship between cash compensation and profit distribution,and the company’s associated guarantee in the gambling dispute.The fourth part will discuss the risk prevention and control of the gambling agreement in detail from the perspective of the investment and financing parties in the judicial practice,and put forward practical and effective operational suggestions according to the relevant risk types.It mainly includes the setting of the performance of the bet,the setting of the control clause,the choice of the other party in the bet,the fulfillment of the share buyback and the monetary compensation,and the setting of the arbitration clause.Through the above various agreement clauses,promote the solution of the judicial practice of gambling agreement disputes facing the effectiveness and performance of the problem.To solve the legal disputes related to the gambling agreement,we should mainly start from two aspects: the recognition of the validity of the agreement and the performance of the agreement.Therefore,we should not only apply the relevant provisions of the Civil Code of the People’s Republic of China,but also apply the provisions of the Company Law of the People’s Republic of China and its relevant judicial interpretations.In order to maintain the spirit of freedom of contract recognized in the civil law field,it is necessary to fully guarantee the realization of the core rights of both parties of investment and financing in the gambling agreement without violating the legal invalid cause.