On The Performance Of The VAM-From The Perspective Of Share Repurchase Of The Target Company

With the rapid and healthy development of China’s national economy in the current complex international situation,the competition among enterprises is becoming increasingly fierce.Often enterprises can only improve their own ability to enhance the competitiveness of the industry,and in today’s increasingly fierce competition,many enterprises through mergers and acquisitions to achieve the effect of enhancing competitiveness in a short period of time.Depending on its unique nature of risk dispersion,betting agreement has gradually become a new and mainstream way of investment and financing in capital m&a market.Although the Minutes of " The Summaries of the National Conference for Work of Courts on the Trial of Civil and Commercial Cases " and " The PRC Civil Code " clearly define the basic principle of "effective betting agreement is the principle,invalid is the exception".However,because there is no perfect legal regulation under the current legal framework of Our country,there are some disadvantages such as disunity and imperfection in the implementation of the betting agreement.In particular,the equity repurchase of this betting path is difficult to perform.The main reasons can be attributed to the imperfect betting agreement,the target company does not perform the capital reduction procedures,and the conflict with the principle of capital maintenance.This article will from the following five parts analysis the plight of share repurchases system and fulfill path perfect Suggestions are put forward.The first part is about the judicial practice,the proposal and analysis of the inability to perform the gambling agreement.Taking the classic cases as the starting point,this paper analyzes the reasons why the gambling agreement is popular in the capital investment market,and analyzes the deficiencies in the performance of the gambling agreement;At the same time,it summarizes and combs the identification and applicable optimization schemes of the gambling agreement in the theoretical circle from multiple aspects.The second part is the legal regulation and current situation of gambling agreement.If you want to study the performance of the gambling agreement,it is very necessary to clarify the effectiveness of the gambling agreement first.This part mainly analyzes the concept,legal definition and the changing trend of effectiveness identification of gambling agreement;By viewing the practical judgment,this paper summarizes the evolution process of the determination of the effectiveness of the gambling agreement in China’s practical circles,and analyzes the legal reasons for "the validity of the gambling agreement is the benchmark and the invalidity is the special case".The second part,the goal of the company’s share buyback to perform.This part is mainly from the aspect of theory and legislation in-depth analysis under the principle of "capital maintenance" lead to bet against.Secondly,it analyzes whether Article 5 of The Summaries of the National Conference for Work of Courts on the Trial of Civil and Commercial Cases is a useless agreement.Because of the mandatory provisions of articles 37 and 43 of The Company Law,whether Article 5needs to be changed.The third part is the deficiency of the performance of equity repurchase of the target company.This part mainly analyzes the reasons why the gambling agreement cannot be fulfilled from the theoretical and legislative aspects,the relationship between equity repurchase and "capital maintenance principle" and the legislative intention of "capital maintenance principle" in the company law;Meanwhile,when articles 37 and 43 of the company law already have mandatory provisions on capital reduction of the company,whether Article 5 of the minutes of the nine people’s meeting is a useless agreement(in other words,this provision itself does not have practical operability),and whether this provision needs to change or otherwise change the legal provisions on the performance of the gambling agreement.The fourth part is the suggestions on the optimization of the performance path of the target company’s equity repurchase.Based on the above analysis and summary,this part mainly puts forward suggestions and innovations to improve the path of equity repurchase from the aspects of substantive law and procedural law.The aspects of substantive law mainly include improving legal regulation,respecting the autonomy of both parties of investment and financing,and equity repurchase is not based on the implementation of capital reduction procedures;In terms of procedural law,it mainly includes giving the possibility of compulsory execution of capital reduction procedures,hoping to contribute to the improvement of the performance of the gambling agreement.The fifth part is the conclusion and prospect.This part is a summary of the main article and the author’s good vision for the future of the gambling agreement,but we still need to face up to many deficiencies in the performance of the gambling agreement under the current legal regulation,and there is still a long way to go to improve the performance of the gambling agreement.In conclusion,through the in-depth analysis of the dilemma of the performance of the bet agreement,analyze the legal logic;Combined with the current legal regulations and public judicial decisions,it is concluded that violating the "capital maintenance principle" will touch the mandatory provisions of The Company Law,so the gambling agreement is in a situation of nonperformance at this time.Then the author puts forward the way to improve the legal regulation and the gambling agreement,so as to achieve the purpose of the smooth implementation of the path of equity repurchase.