Research On The Performance Dilemma Of Equity Repurchase Terms Agreed With The Target Company

In order to unify the judgment ideas of courts at all levels,the Supreme Court issued the "Minutes of the National Courts’ Civil and Commercial Judgment Work Conference" for the frontier and difficult disputes in civil and commercial trials.The rules for the implementation of the terms of the repurchase of gambling equity have led to a more comprehensive and in-depth exploration of the referee of gambling.Specifically,Article 5 of the Minutes rewrote the invalid adjudication rules of "gambling with the target company" in the VAM disputes from the two dimensions of the "validity" and "performance" of the contract,and resolved the dispute over the performance of the share repurchase related to the VAM agreement.It brings clear rules of performance and unifies the judgment logic of courts at all levels.At the same time,the application relationship between the contract law and the company law should be considered and coordinated,and capital financing transactions should be promoted based on balancing the interest relationship between the target company,the investor and the company’s creditors.The rules for VAM adjudication established in Article 5 of the Minutes make judicial adjudication return to the market rationality of respecting the autonomy of commercial subjects,and it is also an exploration of the unification and refinement of judicial adjudication standards,which plays an important guiding role in both company law reform and dispute resolution.However,although the minutes provide a reference for basic adjudication logic and ideas for the handling of VAM disputes,the connection and details of the legal logic applicable to specific dispute resolution still need to be further deconstructed,and the deeper legal theory of dispute regulation still needs to be combined.And the attitude should be analyzed.Specifically,Article 5 of the Minutes "forcibly" takes the completion of the statutory capital reduction procedure as a precondition for fulfilling the obligation of equity repurchase,which seems to take into account the balance between the company’s procedures and the contract,but in fact,the principle of capital maintenance is mechanically applied.The bundling of equity repurchase and capital reduction procedures has created a situation of mutual constraints between the company’s organizational norms and contractual autonomy,and has also led to a large number of VAM equity repurchase agreements in judicial practice that cannot be actually implemented and become a mere scrap of paper.The party’s appeal is also unable to obtain effective relief because the target company has not completed the capital reduction procedure.Whether Article 5 of the Minutes of the National Court of Civil and Commercial Trial Work can achieve the goal of "balancing the interests of the target company,investors and the company’s creditors" remains to be seen.question mark.Overall,there is still room for further discussion in the minutes.At the same time,to resolve a series of performance disputes over gambling with the target company,it is also necessary to deal with and balance the relationship between corporate autonomy and judicial intervention,and how the adjudication agency weighs and chooses investment security and transaction security.It is also worthy of further reflection and discussion.Therefore,the author will try to explore this.The first chapter of this paper analyzes the influence of the “Minutes of the National Court of Civil and Commercial Trial Work” on today’s judicial judgment.First,it outlines the legal logic behind the "Minutes of the National Court of Civil and Commercial Trial Work" from the perspectives of contract validity and contract performance,respecting commercial contract arrangements,and how to correctly understand and apply the principle of capital maintenance;"Influence on the current judicial judgment views;finally,summarize the progress and shortcomings of the capital reduction and repurchase path preset in Article 5 of the "Minutes of the National Court of Civil and Commercial Trial Work",thereby revealing the remaining obstacles to the implementation of the "Minutes of the National Court of Civil and Commercial Trial Work".The second chapter analyzes the substantial implementation obstacles caused by the bundling of equity repurchase and capital reduction procedures in Article 5 of the Minutes of the National Court of Civil and Commercial Trial Work.It is divided into two parts.First,it expounds the relationship between the capital maintenance principle and performance obstacles,that is,it starts from the meaning of the capital maintenance principle and the function of protecting the interests of creditors.Obstacles to Fulfillment.Secondly,specifically demonstrate whether the capital reduction procedure can constitute an obstacle to the performance of equity repurchase,that is,from the connection between the capital reduction procedure and creditor protection,equity repurchase,and the possibility of taking the capital reduction procedure as a precondition for equity repurchase in practice.Discuss from the perspective of implementation difficulties.The third chapter mainly sorts out the legal theories and mainstream theoretical viewpoints involved in the actual performance obstacles of VAM equity repurchase,so as to deconstruct the theoretical disputes arising from the performance obstacles.First,it is a discussion on the capital outflow restriction rules,that is,whether the bottom-line rule for equity repurchase performance is the capital maintenance principle or the solvency test standard;second,it is a discussion on the subject of performance obstacles,that is,directors’ commercial judgments or judicial commercial judgments;Finally,it discusses the limits of judicial intervention and corporate autonomy in the pattern of conflicts of interest in corporate governance.The fourth chapter,the author gives perfect suggestions for the implementation mechanism of VAM equity repurchase on the basis of the previous discussion.It is divided into three levels: first,the legislative level,which proposes the path and direction of its reform and revision by analyzing the issue of the preservation and abolition of the capital maintenance principle;the second is the interpretive level,which considers that in dealing with the obstacles to the performance of the repurchase of gambling equity,the referee Investors should flexibly use judicial discretion,and interpret or supplement the applicable legal norms and opinion rules in the review of specific cases in combination with the facts of the case;finally,on the issue of the performance of the repurchase of VAM shares,it is believed that the research perspective and dimension should be From the issue of contract validity to the issue of contract performance,the performance issue is essentially a discussion of the mandatory rules of the "Company Law",emphasizing the need to return to the context of company law to seek solutions.