A Study On Validity Of Value Adjustment Mechanism

In recent years,the value adjustment mechanism has been used more and more widely in the field of equity investment in the capital market.However,there is no definition and relevant provisions of the value adjustment mechanism in China's "Contract Law".Legislative gaps in the "gambling" agreement field,how investment companies and target companies that need financing to use the value adjustment mechanism in the actual operation of the capital market,and relevant referees for legal disputes arising from the value adjustment mechanism The ruling brought considerable resistance.For a long time,the theoretical circle of our country has no shortage of related discussions about the nature and legal effect of the value adjustment mechanism.In China's judicial practice,there have been similar inconsistencies in the judgment results of value adjustment mechanism cases.The gap in the legislative field and the conflict in judicial practice have made the issue,and also affected the use of the value adjustment mechanism in the field of private equity investment in the capital market.Therefore,it is urgent to address this issue.further research.This article starts from the concept and background of the value adjustment mechanism,analyzes the background of the value adjustment mechanism agreement in the capital market,and then discusses the nature of the value adjustment mechanism,mainly from whether the value adjustment mechanism belongs to Option contracts,whether the value adjustment mechanism is a contract with effective conditions,whether the "gambling" agreement is a shooting contract,and then classify the value adjustment mechanism.Then take "Haifu case","Hanlin case" and "Huakong case" as typical cases,analyze and discuss the different judgment results of the first trial,second trial and retrial of the three cases,and value the judgment opinions of the three cases.Analyze and sort out the refereeing ideas,and analyze the degree of recognition of the value adjustment mechanism in judicial decisions from a practical perspective.Then analyze the effectiveness from the perspective of whether the value adjustment mechanism harms the interests of others,and put forward the view that the value adjustment mechanism does not necessarily harm the interests of other shareholders of the company viewpoint that the value adjustment mechanism does not necessarily violate the principle of capital maintenance and is not a withdrawal of capital.At the same time,it points out that the provisions of the "Company Law" that restrict the rights and obligations of company shareholders should not be directly used to restrict the rights and obligations of investors;From the perspective of contract law,the value adjustment mechanism is reviewed,and it is proposed that the value adjustment mechanism does not necessarily constitute obvious unfairness and is therefore deemed to be invalid,nor does it necessarily constitute a violation of mandatory legal norms.For the value adjustment mechanism,The determination of effectiveness shall be reviewed according to the specific circumstances of its form and content.In the end,the author points out that,without violating the provisions and principles of the Company Law and the Contract Law,the value adjustment mechanism reached by both the investor and the financier based on their true intentions shall be deemed to be legally valid.