A Betting And Repurchase Clause With The Target Company As The Other Party Effectiveness Research

The gambling agreement is a value adjustment mechanism in the investment field.By pre-arranging compensation,the investor can fix the investment risk to a certain extent,and the financing enterprise can also obtain more financing opportunities from this,which can promote investment transactions.The formation of it is widely used in the investment field.Judging from the judicial judgments of typical practical cases,in the process of gambling with the target company,there are two legal issues that have not yet formed a consensus in the practical community.The issue of the fulfilment of the purchase terms.Although the "Minutes of the Nine Peoples" has a certain response to the two issues,it helps to unify the standards of judicial adjudication.However,the fulfilment judging standard established in the "Minutes of the Nine Peoples" is too inclined to protect creditors,and appears to be insufficient in protecting the financing flexibility of financing enterprises.Therefore,what kind of judgement standard is adopted to judge the fulfilment of the gambling agreement with the target company can better balance the interests of creditors and the interests of corporate financing.It is worthy of in-depth study.In this regard,it is necessary to learn from the solvency test standards of the American common law to strengthen the judicial ability to dynamically evaluate the company’s internal assets.As a result,the financing function of the gambling agreement can be fully utilized to better create a business environment.The first chapter analyzes four typical cases of gambling with the target company,and summarizes the focus of disputes under the gambling through the judgment results and reasons for the judgment,so as to find out the legal issues,namely the validity of the gambling agreement with the target company.Questions and whether the target company’s investors’ equity repurchase requests can be supported after the gambling fails.The second chapter summarizes the basic characteristics of the gambling agreement,and analyzes the game of interests of all parties in this gambling.In a complete gambling agreement,the investor and the target company are parties to the contractual relationship.The conflict of interest between the two parties generally occurs when the target company has not completed the expected goals agreed by the two parties in the gambling agreement.Furthermore,the judicial judgment of our country One of the important considerations for the effectiveness of the gambling agreement is the measurement of the interests of investors and creditors of the target company.Regarding the order of interest protection among the three,priority should be given to protecting the company’s creditors,followed by investors taking precedence over the general shareholders of the target company.Chapter Three makes a legal analysis of the effectiveness and performance of the gambling agreement with the target company.First of all,the validity should be independently determined.The validity of the gambling agreement and the possibility of performance belong to two levels of issues.The validity of the gambling agreement itself cannot be denied because of obstacles to performance.Again,reflect on the "Minutes of the Nine Peoples".Although the effectiveness of gambling with the target company is clarified,there are still two difficult problems to solve under its regulations:the difficulty of requesting share repurchase and the difficulty of requesting cash compensation.The problem of obstacles to the implementation of this gambling agreement is ultimately a problem of the source of repurchase funds.In this regard,we can learn from the US courts’ more active fund implementation of judgments.In the fourth chapter,we put forward suggestions for improving the gambling agreement with the target company.On the one hand,with the improvement of the rule of law,a system for the fulfilment of gambling agreements has been established,a solvency system has been established in legislation to strengthen directors’ responsibilities,and the "solvency test" standard has been introduced in the judicial system.On the other hand,in terms of practical recommendations,under the existing legislative and judicial frameworks,both investment and financing parties should rationalize their countermeasures in financing practices,seek advantages and avoid disadvantages,and reduce the risk that the goals of the gambling agreement cannot be achieved.