Research On Validity Of Valuation Adjustment Mechanism

From Mengniu group’s great success in gambling with private equity investors to the rapid development of gambling cases in recent years,the fast-food investment mode based on equity financing has become a new gold rush for private equity investors.At present,from the perspective of judicial practice,there are few empirical studies on the legal effect of Valuation Adjustment Mechanism(VAM).The judgment logic path of courts at all levels in China is still in confusion.How to determine the legal effect of VAM is thought-provoking.Because of this,how to regulate VAM is an urgent problem to be solved,otherwise,the legal risk it carries will expand rapidly.At present,it is necessary to do is,on the basis of a large number of literature research,through a detailed study of the development and changes of relevant judicial rules in China,empirical research and classification of relevant judicial practice.On this basis,it effectively analyzes the impact of the judicial determination of the investment nature of VAM on the adjudication rules of the effectiveness of VAM,launches the judicial structure of the rationalization development of VAM from the perspective of different subjects and its adaptive strengthening countermeasures,and breaks through the rigid thinking of "the investor and the invested company are invalid in gambling,and the former shareholders are effective in gambling" in judicial practice.To accurately identify and properly solve the problem of VAM,we need to fully interpret the current theoretical research and summarize the practical experience.Specifically,we need to sort out the legal norms related to the effectiveness of VAM,deepen the legal basis research on the effectiveness of VAM,and make a comparative analysis of the theoretical research on the effectiveness of VAM from the positive and negative aspects,so as to grasp the core meaning of whether the company’s investment is equity investment or debt investment.Moreover,the classified and digitized group case empirical research will effectively show the status quo of the adjudication of disputes over the effectiveness of VAM of judicial practice in China,and focus on the main points of the current adjudication of disputes over the effectiveness of VAM.In the aspect of countermeasures and suggestions,the author emphasizes that the judge should pay attention to the actual performance ability of the invested company in the trial of the case,rationally decompose the validity and performance of the contract,and make full use of the concept of commercial judgment to make a case specific analysis.At the same time,both parties of investment and financing should carefully choose the object of gambling,flexibly design the terms of gambling,adhere to the principle of full performance of the contract,and truly minimize the dispute over the effectiveness of VAM.