Study On Legal Regulation Of Valuation Adjustment Agreement

In recent years,the valuation adjustment protocol is widely used in the domestic investment market,to expand the financing channels play an important role in such aspects,at the same time,the uncertainty of valuation adjustment agreement characteristics also lead to a large number of disputes arise,which not only brings loss to the investment enterprise as a new investment tool also severely damage the healthy and orderly development of the domestic investment market.Therefore,it is very important to strengthen the legal regulation of valuation adjustment agreement.Looking at the current legislative status of laws and regulations regulating valuation adjustment agreements in China,there is no specific legislation on valuation adjustment agreements.In terms of regulation,still apply to the 2018 revision of the "Initial public offering and listing management method" published in 2016,the State-owned Assets Supervision and Administration Commission of the State Council of 32 order " transactions of state-owned assets supervision and administration of enterprises way",the 2016 revision of the "interim provisions on foreign investors’ mergers and acquisitions of domestic enterprises ",such as administrative rules,but because of the lack of relevant laws and regulations,the legitimacy of the valuation adjustment agreement has not been agreed,the valuation adjustment due to a lack of corresponding legal regulation for the implementation of the agreement and fraught with problems.On November 14,2016,the Supreme People’s Court of the People’s Republic of China issued " the national work conference on court in civil and commercial trial summary "(later referred to as meeting minutes),surrounding valuation adjustment agreement form and valuation adjustment basic bet the effectiveness and performance of the guidance,embodies in our country,attaches great importance to regulate valuation adjustment agreement.However,compared with mature legislation and practice abroad,the research on valuation adjustment agreement in China only stays at the theoretical level.Therefore,based on the valuation adjustment agreement based on the analysis of the elementary theoretical issues,the valuation adjustment agreement of shallow function ofcorporate governance,as well as our country and the present situation of legal regulation of valuation adjustment agreement on the problems existing in the practice,and combining to the United States,Japan and other outside valuation adjustment agreement law regulation of research,puts forward the ideas of perfecting our country’s legal regulation system for valuation adjustment agreement.The specific content is divided into the following five chapters.The first chapter mainly analyzes the basic theory of legal regulation of valuation adjustment agreement.This chapter mainly includes the meaning,characteristics,constituent elements,type analysis,comparative analysis of relevant concepts and legality analysis of gambling agreements.Through the introduction of the above basic theoretical issues,it lays a logical foundation for the specific development of legal regulation research of valuation adjustment agreements below.The second chapter analyzes the corporate governance function and legal risk of valuation adjustment agreement.This chapter discusses the corporate governance function of the valuation adjustment agreement from the three perspectives of the target company,the management of the target company and the venture capital company,and analyzes the legal risk of the valuation adjustment agreement.The third chapter is the analysis of the current status and predicament of the legal regulation of valuation adjustment agreement in China.In this chapter,the legislative and regulatory status of valuation adjustment agreements are sorted out,and the existing problems in legislation and implementation are analyzed.The fourth chapter is the comparative analysis and reference of the legal regulation of valuation adjustment agreement.This chapter mainly through to the United States "risk model and typical case" and Thought Works,case analysis,and the " company law of 2006 " over Britain and Japan agreement on valuation adjustment legal regulation in the " company law" legislation present situation and the practice case analysis,combined with our country the current status of the legal regulating of the agreement on valuation adjustment,puts forward some experience.Chapter five is the perfection of legal regulation of valuation adjustment agreement in China.This paper puts forward some Suggestions on how to set up thelegal regulation system of valuation adjustment agreement scientifically.On the one hand,from the legislative level,to determine the legality of the valuation adjustment agreement,formulate the standard valuation adjustment agreement text contract,optimize the valuation adjustment agreement regulatory environment.On the other hand,based on the investment situation of both parties,it is suggested to establish reasonable gambling objectives,guarantee the control rights of the financing party while affirming the shareholders’ rights of the investors,and take the offshore company as the platform to prevent legal risks when conditions permit.