Rethinking The Legal Issues Of Private Equity Investment Gambling Agreements In The Background Of ’Jiu Min Minutes’

In 2012,the Supreme People’s Court ruled that the "Admiralty Case" final judgment made investors and the target company’s gambling a restricted area for private equity investment.Most investors finally chose to target the company’s shareholders to avoid risk;In the final judgment of the "Hua Gong case" by the Jiangsu Provincial High Court in 2019,it recognized the validity of the gambling agreement between the investor and the target company,and transferred the focus of the dispute on gambling from the validity of the agreement to how it is actually performed Foreshadowed the end of the "Admiralty era";immediately,in November 2019,the Supreme People’s Court issued the "Minutes of the Civil and Commercial Trial Work Conference of the National Court"(Fa [2019] 254,hereinafter referred to as the "Minutes Minutes")Regarding the validity and actual performance of the gambling agreement,a unified referee standard was proposed,which regulated the discretion of the judge.Since then,the disputes about the effectiveness of the gambling agreement have been settled in the academic and practical circles,but in the field of actual implementation A new "battlefield" has been opened.In contrast,the people’s courts at all levels have a few legal issues that are worthy of consideration for the adjudication of the "Haifu case" and the "Hua Gong case".The Supreme People’s Court’s "actual performance" view on the implementation of the gambling agreement has made The referee on issues related to the gambling agreement has made substantial progress in technology,but whether the new referee idea can give the gambling agreement actual implementation space and whether it will lead to new legal issues requires further research and demonstration.This article will focus on researching the still controversial issues related to gambling disputes and new specific issues after the publication of the "Minutes Minutes",including the identification of mandatory norms,the determination of the nature of investment funds,corporate law control and contractual freedom Problems such as balance,compensation clauses for gambling agreements,space for actual performance after the repurchase clause is triggered,and the necessity of capital to asset maintenance.Comprehensive use of empirical analysis,case studies and comparative analysis and other methods,and from the contract law,company law,creditor’s law related provisions and theories to study and analyze the aforementioned issues.Finally,by observing the practical experience of valuation adjustment in the field of private equity investment in the United States,we hope to gain inspiration for regulating China’s private equity investment market and how to maximize its positive role in gambling agreements.