An Analysis Of The Reasons Why "Antigambling Agreement" Cannot Be Performed From The Perspective Of Civil Law And Corporate Law

Betting agreement is a common contractual document in the field of private equity and venture capital.In order to reach an agreement,the two sides of investment and financing constantly play games,and it is often difficult to reach an agreement on the valuation of the financing party after several rounds of competition.Therefore,the betting clauses can be designed to solve the problem,so as to improve the transaction possibility of investment and financing.There are many kinds of betting subjects in the betting agreement,and the object of this paper is to discuss the betting with the company.Article 5 of Jiumin Records unified the judgment thinking,holding that the betting agreement with the company is recognized as valid,but the betting agreement may not be performed due to the capital maintenance principle or capital reduction procedures,and the industry has reached a certain consensus on this basis.With the continuous development of the problem,the effective betting agreement has been implemented in the implementation of the problem,but there are some factors in the implementation process to hinder the implementation of the agreement.Therefore,whether it is effective or not is no longer the end of the problem of the gambling agreement,but the implementation of the agreement is a new starting point of the study of the gambling agreement.At present,there are a lot of researches on betting agreement in China,but all of them focus on effectiveness,failure to perform,case analysis and so on.At present,there is no research and analysis of the obstacles to the performance of the agreement,what are the factors preventing the smooth performance of the gambling agreement,and there is no theory to highlight the combination of civil law and corporate law to study this problem.This paper finds that there are two factors hindering the implementation of the agreement,namely,capital maintenance principle and capital reduction procedure.These two issues focus on the company law,and how the civil law joins in the synergistic influence on the performance of the gambling agreement,which is discussed in detail in this paper.To be specific,this study,starting from the overview of the matching agreement and as the theoretical basis for performance,clearly identifies the subject of the study as the company’s matching,analyzes the types and ways of the matching agreement.The types of the matching agreement can be simply and directly divided into listing and performance matching,and the two ways of the matching agreement are cash compensation and equity repurchase.Through big data analysis of cases from 2020 to2021,this paper selects and analyzes two cases to get the specific reasons for the failure of the agreement.After specific analysis,there are two reasons,capital maintenance principle and capital reduction procedures.In order to clearly study how the above two obstacles hinder the smooth performance of the gambling agreement,this paper analyzes the performance rules,liability for breach of contract,and exceeding authority representative in the civil law from the perspective of the company Law.How does the violation of the capital holding principle hinder the performance,analyzes the existing theoretical overview,obtains the viewpoint of judicial practice from the practical cases,and on this basis reflects and proves,breaks the concept that the monetary debt can be performed.Then explain the reasons for the obstruction of the implementation of the capital reduction procedure,the capital reduction procedure mainly includes the creditor protection procedure and the resolution of the capital reduction shareholders’ meeting.Discuss the contents of these two parts from various aspects,and finally put forward feasible measures from the legal and subject levels to help the successful implementation of the betting agreement.