Research On The Implementation Of Equity Repurchase In The Gambling Agreement

The essence of valuation adjustment mechanism is a series of financial terms listed by both parties for the purpose of ensuring their respective interests when the investor and the financier reach an agreement on the future uncertainty.Equity repurchase clause is an agreement signed by the investor with the financier in order to protect his own interests.When the financier is unable to complete a specific matter within the agreed time limit,the investor can buy back the shares held by the investor in order to realize the withdrawal from the company.After The Minutes of National Court Civil and Commercial Trial Work Meeting(hereinafter referred to as the "Meeting Minutes"),the state has recognized the validity of the equity repurchase clause,but its specific performance still faces many difficulties.This paper makes a concrete analysis of the problems faced by the implementation of the equity repurchase in the gambling agreement,and gives some feasible suggestions.The first chapter analyzes the doctrine of capital maintenance,and it is clear that the principle of capital maintenance still plays an irreplaceable role today.Then the author points out that the specific operation of equity repurchase in the company law of our country is not clearly stipulated,especially the source of funds used for equity repurchase is blank.In this case,in order to protect the interests of creditors and prevent the company's capital from flowing out disorderly,Meeting Minutes relate the process of equity repurchase and capital reduction.The second chapter analyzes whether the process of capital reduction can constitute an obstacle to the performance of equity repurchase.Specific include creditor protection procedures and capital reduction resolutions.Through the analysis,it is concluded that the creditor protection procedure can not cause obstacles to equity repurchase,but the resolution of capital reduction can constitute a substantial obstacle for the company to fulfill its obligation of equity repurchase.The third chapter demonstrates that equity repurchase can not be performed reasonably as money debt.By pushing article 580 of the Civil Code,it is concluded that it can not be performed for a while.Then the author analyzes the consequences of the failure of equity repurchase performance,and concludes that even if there is the principle of capital maintenance,the company still has to bear the liability for breach of contract.In chapter four,the author gives the solution to the failure of equity repurchase performance in the judicial decision path.Referring to the commercial judgment rules of directors in the United States,highlighting the role of intermediary institutions,drawing lessons from the relevant operations in bankruptcy law,and putting forward the concept of "manager of equity repurchase matters ",the intermediary is responsible for the performance possibility and performance arrangement of equity repurchase.