Issues On The Gambling Agreement

In recent years, gambling agreement "as investment tools frequently used in the PEproject into the investment activities in China and is frequently used in the Chineseterritory. Mengniu, Gome in private equity financing in the case of a famous battlegambling agreement. The legal significance of the agreement on gambling discussion ofdivergent views.The first part of this paper first introduced on the gambling agreement "meaning. Theso-called "gamble agreement" refers to the main body of investment and investmententerprises convention, this convention is uncertainty about the future. In accordance withthe contract, investment entities agreed, then the winner of the gambling agreement is aninvestment body, and vice versa conditions agreed invested enterprises, such investmentcompanies will win. This convention is the form of options and investment activitiesbasically about the same form. Second, the classification of "form of gambling agreement"that form of gambling agreement based on the contents of the gambling agreement can bedivided into the type of equity dilution, equity adjustment type, type of share repurchase,type of monetary compensation, equity incentive, holding transfer type six. Same time,through specific agreement on gambling, such as XCMG and gambling agreements,Harbour and Warburg Pincus, Carlyle agreement on gambling, Yurun and high ShengDinghui gambling agreement, an agreement on gambling, as well as the Yongle andMorgan, of Mengniu and Morgan CDH CDH gambling agreement detailed analysis.Mainly in the second part of "the laws of nature and the legality of gamblingagreement" to go into the details."Gambling agreement" is not a gambling contract, but ashot Fortunately contract. On pushing terms gambling agreement signed between investorsand financing parties in accordance with the laws and regulations of our country, is alegitimate and effective, the agreement on the conduct of the parties has a regulatory role.The third part mainly through in-depth analysis of the the gambling agreementsclassic case the gambling agreements guarantee research, discussion of the issue of theguarantee clause, on the the gambling agreement of bankruptcy of the four levels ofgambling agreement in legal issues to explore. Thesis all the new Zinc Industry Co., Ltd.from Gansu (after change Gansu of Shiheng colored resource utilization Co., Ltd., referredto as the "Shiheng Company") with the Suzhou Industrial Park, Hoi Fu Investment Co.,Ltd.(referred to as the Admiralty investment), Hong Kong Diaz company (referred toDiaz), a natural person Lu Bo signed copy of the Gansu stars of Zinc Industry Co., Ltd. Capital Increase Agreement "(referred to as the" Capital Increase Agreement ") due to thegambling agreement dispute case as a starting point, the details of the current legaltheoretical circles the litigation process gamble Agreement "the gambling agreement"attitude as well as the actual practical stage ", and the case overall analysis, pointed out thatthe judicial organs of China in the basic attitude on the issue of gambling and valueorientation.The fourth part of the thesis of other legal issues of gambling agreement. This partanalyzes the gambling agreement "guarantees obtained through the analysis of the legalsystem of civil and commercial security" gambling agreement "guarantees and differentfrom the civil law on guarantees and comparative analysis the nature of the content, as wellas three differences in the way of security. Again, in this part of the guarantee clauseanalysis that there is no agreement on gambling "Contract Law" the provisions of fifty-twocontract invalid status. Related issues must be properly resolved through legal means.Thesis, pointed out that the lack of legal regulation of the status quo and the legalprotection, so you must first clear the legality of an agreement on gambling. And putforward concrete proposals from the perspective of contract law, company law, financiallawPart VI of this paper is the concluding part, pointed out that despite the agreement ongambling in the country and there is no clear laws to regulate it, but according to therelevant provisions of China’s "Contract Law", this agreement is basically attributable tothe scope of the contract in an unknown should recognize its legitimacy and particularity.