| Valuation adjustment mechanism（VAM）is the important way for corporate finance problems,our country law lacks norm to this kind of imported good which cause many legal disputes on the effectiveness of the bet on agreement with the target company and performance problems.Summary of National Conference on Civil and Commercial Trial has brought great influence on the judging scale of some legal issues of the betting agreement and the practical operation of the betting agreement.It also points out the procedural rules of the performance of the betting agreement.But there are still shortcomings in this book.Therefore,starting with classic cases,this paper analyzes the focus issues of the case and the opinions of experts and scholars on such issues,in order to better solve the problems related to the betting agreement.Based on the analysis of relevant legal provisions in The Civil Code and The Company Law,this paper argues that,according to the legal spirit and typical theories of China,the betting agreement will not damage the interests of creditors or violate the principle of fairness.Therefore,the confirmation of the validity of betting agreement does not violate the existing laws of China.At present,the issue of matchmaking agreement has gradually shifted from the study of its effectiveness to the analysis of how to perform.In this regard,courts generally hold that matchmaking agreement is valid but cannot be performed.However,after in-depth analysis of the impact of capital maintenance principle and preset capital reduction procedure on the performance of share repurchase obligations,this paper holds that matchmaking agreement has the possibility of performance.Therefore,in the trial,it was determined that the gambling agreement was not enforceable.To repurchase equity financing problem is the core of the bet agreement will perform should consider problem,this paper argues that in addition to the introduction of foreign "to the solvency standards",bet agreement to solve to the problem existing in our country the law under the principle of capital maintenance by the board of directors decision,supplemented by the judicial supervision,improve the performance of the payment,It is also better to provide judicial relief to investors when they have to take capital reduction procedures.In addition,both the increase of disputes over betting agreements and the emergence of new legal issues,and the direction of judicial judgment provide guidance for investors and financiers to determine the relevant contract content,so as to control the occurrence of such problems from the source. |
