Research On The Implementation Of The Valuation Adjustment Mechanism Under The Concept Of "Asset Credit"

Since the Haifu case,there has been a great controversy over the effectiveness of the Valuation Adjustment Mechanism,and the courts at all levels have not reached a unified opinion on different types of Valuation Adjustment Mechanism.After the release of the Nine People’s Records,the Valuation Adjustment Mechanism was summarized and standardized,and the effectiveness and performance of the Valuation Adjustment Mechanism were creatively distinguished,that is,the stock buyback should be on the premise of the company’s capital reduction,and the cash compensation should be on the premise of the company’s existing profits in the current year.Its purpose is to balance the interests of creditors and corporate autonomy,but in practice,it is difficult to fulfill the problem,and the static registered capital of the company or the general emphasis on the principle of capital maintenance,seems to deviate from the direction of the company law reform of "from capital credit to asset credit".In this case in order to realize the creditor benefit protection on real significance,the principle of capital maintenance and the balance between freedom of contract,shall be under the bottom line of capital maintenance import standards such as financial resources limited,the company’s solvency,to evaluate the company’s overall operating performance,and better protect the interests of investors and creditors,to achieve the interests of all parties to the greatest extent of rebalancing.This paper is divided into four partsFirst of all,the basic connotation and principle of the Valuation Adjustment Mechanism are summarized.This part first introduces the basic connotation of the Valuation Adjustment Mechanism,and the principle is summarized.It points out that the Valuation Adjustment Mechanism,as a financing tool or means,is beneficial and fair to both sides of the investment and financing.Then,it summarizes several typical cases of disputes related to the Valuation Adjustment Mechanism,and briefly summarizes the judgment opinions of the Valuation Adjustment Mechanism into three stages: in "Haifu case",the betting with the company was invalid,while the betting with the shareholders was effective;In the "Hanlin Case",the bet against the company was invalid,but the guarantee provided by the company to the shareholders was effective.The "Huagong Case" affirmed the validity of the betting agreement between the investor and the company,and distinguished the validity issue from the performance issue.Through the analysis and sorting out of specific cases,we found the conflicts in the judgment of courts at all levels on the Valuation Adjustment Mechanism,sorted out the different views held by courts at all levels on the Valuation Adjustment Mechanism,and sorted out the academic discussion on the Valuation Adjustment Mechanism.Secondly,the author interprets and combed the relevant clauses of the Valuation Adjustment Mechanism in the Nine People’s Notes and points out the embodiment of capital credit in share buyback and cash compensation under the current judgment rules.Once again,the implementation of the Valuation Adjustment Mechanism is discussed in combination with the principle of capital maintenance and creditor protection,and points out the implementation obstacles in the practice of share buyback and cash compensation,and further summarizes other problems that need to be solved in the Nine People’s Notes.Finally,it puts forward whether China should go further and introduce "solvency" or "legally available funds" as the standard to measure the feasibility of performance,and puts forward some suggestions on the actual performance mechanism of "betting agreement" under the asset credit.