Legal Research On The Implementation Mechanism Of The Term Of VAM

VAM can bridge the valuation gap between different commercial entities,and as a contractual solution,it helps to conclude the transaction.This commercial innovation has been practiced in my country for many years,and its legal status has also undergone major changes from negation to doubt,from partial affirmation to full affirmation.When people’s courts hear VAM disputes,they must apply not only the relevant provisions of the Company Law,but also the relevant provisions of the Contract Law.They must respect commercial autonomy and encourage investment confidence,while maintaining the principle of capital maintenance and protecting the legitimate rights and interests of creditors.Balance the interests of multiple commercial entities in accordance with the law,so as to achieve the goal of improving the business environment and stimulating market vitality.For a long time,judicial practice generally recognizes that VAM agreements between investors and shareholders or actual controllers of financing companies are valid and support actual implementation.For VAM between the investor and the financing company,according to Article 5 of the "Jiumin Minutes",unless there is a statutory invalidity reason,its validity will no longer be directly denied.Looking at the current situation,there is indeed a need to discuss whether the main disputed clauses in VAM can be actually implemented and how they are actually implemented:First,the field of equity investment has become a common practice for performance betting,and the resulting corporate governance is legal and practical.The traditional company law theory is slightly inadequate in explaining the new problems of the law;second,investors request the financing company to bear the obligation of repurchasing stocks and cash compensation.What are the rules and paths for implementation? Expectations and disputes will follow.This thesis follows the basic ideas of discovering problems,analyzing problems and solving problems,based on the investment and financing protection problems caused by the emergence of VAM games and different endings,and a case analysis of the important role of VAM plan design and the company’s internal system.,Select representative cases for the changes in the position of judicial judgments,sort out the main points of the judgment,the types of performance obligations and outstanding issues;then,for different types of VAM and performance paths,comprehensive analysis from the perspectives of the corporate organic law and contractual transaction law The main legal obstacles faced by the implementation of VAM in China;then,based on the aforementioned research conclusions,search for an extraterritorial VAM mechanism that is similar to China’s VAM context,as well as the rules of various factors that affect the performance of the contract under the relevant statutes and precedents.Reflecting on the shortcomings of China’s current VAM performance mechanism through comparison;finally,based on these limitations,respectively,from the perspectives of emphasizing the modestness of regulatory intervention and strengthening the feasibility of VAM performance,the countermeasures to optimize China’s VAM financing performance mechanism are proposed.This article discusses the theme from the following five parts:The first chapter is an overview of VAM.The second chapter is a typical presentation of the application of VAM in my country’s commercial practice and judicial disputes,sorting out the main types of VAM responsibilities and performance confusion,and providing a basis for subsequent research.The third chapter is the core of this thesis.From the perspectives of the logical boundary of the contractual behavior law and the organic law,the performance difficulties of cash compensation and equity repurchase VAM,and the implementation boundary of administrative control,it studies the performance of the contract under the weak legal environment.The difficulties encountered,especially whether the corresponding implementation mechanism is feasible and feasible: Obstacles to performance should focus on "reasonable and legitimate" sources of funds,which are related to whether the mandatory regulations on capital maintenance and creditor’s rights protection are touched;the implementation ideas for capital reduction and dividends suggest The effectiveness of the company’s resolutions is essentially constrained by the fact that the performance mechanism is affected;cash compensation faces the integration dilemma under the framework of profit distribution,share repurchase also has the test of the degree of integration with the capital reduction process,and the administrative supervision system is also in the performance of the VAM contract.The process of playing a pivotal impact.The VAM game has entered a new stage of development,and its performance should be given special "care" rather than discrimination.Chapter4 explores the regulations and implementation rules of the VAM mechanism outside the territory.It is found that under the relatively mature structure of the rule of law and autonomy,the courts tend to choose to respect the company’s business judgment,which is beneficial to reducing the performance of the company’s capital maintenance,sustainable operation ability and solvency.The impact has a significant effect.Chapter 5 proposes countermeasures to optimize the implementation mechanism of my country’s VAM agreement.It is believed that judicial humility should be maintained in the trial of VAM disputes,and the power and responsibility of the company and directors conferred by the law of business judgment should be appropriately referenced,so as to fully tolerate and play the role of VAM.1.The effectiveness of commercial arrangements;in the process of VAM performance,the role of refined system design should be emphasized,and various functional mechanisms with performance as the core should be enriched.External supervision should also focus on information disclosure,so that internal control and external control can be formed.The combined force of supervision has promoted the standardized implementation and sound development of VAM under the current legal regulations.