Research On The Issue Of Shareholders' Withdrawal Of Capital Under The Gambling Agreement

Over the years,VAM has become a hot issue in corporate law because there is a risk that the Share Repurchase and cash compensation demanded by the investor after a failed bet will be considered by the law as touching the capital control in corporate law and therefore there is a risk that the capital contribution will be withdrawn.Previously,courts often ruled that the agreement was invalid on the grounds that it touched the capital regulation.The Minutes of the National Conference of Civil and Commercial Courts ruled that the agreement is valid,but that certain procedures need to be followed when the repurchase or compensation clause is triggered,otherwise there is a risk of capital withdrawal.It is the purpose of this paper to understand VAM,reflect on the corporate capital system,try to understand the issue of capital withdrawal in VAM,and then seek to change the rules.The economist's discussion of the nature of the corporation and the jurist's theoretical interpretation of the "integration of shares and debts" are,to some extent,loosening our stereotypes of the corporation and its basic system.For various reasons,such as corporate interests,social welfare,and power allocation,companies use a variety of financing instruments,which are very different from traditional equity and debt,and which are standardized exceptions and difficult to notice in mainstream corporation law theory.In these financing structures,it is not excluded to get back the capital from the company,and it is not economically and legally justified to talk in the abstract about the invalidity of the arrangements to get back the capital in case of contractual failure touching on the ion of capital.VAM are prevalent in our national investment landscape for a number of reasons.However,the current capital outflow rules are difficult to meet the increasingly complex business reality,at least in the case of VAM,the current rules increase the payment burden of the company,are simple and rigid,and can be easily recognized as a withdrawal of capital,which is unfavorable to investors and not conducive to an active financing market.It is not a good solution to the problem of how to construct distribution rules to control capital outflows.The"solvency test",which has been recognized by the academic community in recent years,is worth a try.The solvency test respects the business judgment of the board of directors,relies less on financial figures,and is in line with the idea of deregulation.The pressure of the capital withdrawal rule makes it difficult for VAM to fulfill its obligations,while the solvency test makes the criteria for judging capital outflows more reasonable and,to a certain extent,constitutes a dissipation of the existing capital withdrawal rule,reflecting the direction of corporation capital reform.