Research On The Implementation System Of "Gambling Agreement"

As a way of private equity financing,"Gambling Agreement" has been more and more used in the financing process of small and medium-sized enterprises and scientific and technological innovation enterprises in recent years,and it has caused more and more disputes,and there is no relatively uniform rule of judgment in the court.In particular,the "Minutes of the National Court Civil and Commercial Trial Work Conference(Fa [2019] No.254)" hereinafter referred to as the " Minutes of Civil and Commercial Meetings ",before the promulgation of my country,there are still many disputes about the validity of the "gambling agreement".Article 5 of the "Minutes of Civil and Commercial Meetings" recently promulgated by the Supreme Law puts forward new ideas for the handling of disputes over gambling agreements,The bet is valid.The thinking on the issue of performance after effective is basically the same as the method adopted in the "Hua Gong case",that is,when requesting the performance of the "repo",the court must first review whether there is an act of withdrawing capital and whether the capital reduction procedure has been performed;When requesting the performance of the responsibility of "cash compensation",the court shall review whether there is any withdrawal of capital,whether there is a legal "profit distribution" resolution and sufficient distributable profits.The above-mentioned provisions of the "Minutes of Civil and Commercial Meetings " have played a certain role in balancing the legal rights and interests of the company,shareholders,and creditors.However,only the rigid legal capital is used to regulate the performance of the "gambling agreement",which will not play its due role in protecting the interests of all parties related to the company.Moreover,the maintenance of capital in my country’s company law is only a rough directional guide.There are no corresponding specific regulations for various types of transactions,and there are no regulations for various types of transactions.In judicial practice,the operation limitations are relatively large,and the judicial cost is relatively high.Therefore,it is necessary for us to refer to some advanced concepts about gambling.The United States’ gambling system and the "solvency" in the agreement design,installment financing and other mechanisms are worthy of our serious consideration,and can provide directions for my country to get out of the predicament of agreement implementation.Capital maintenance is the bottom line of creditor protection,but it is not a rigid rule.It should be gradually improved in accordance with the diversification of company transactions to protect the interests of the company and creditors in a more comprehensive manner.On the basis of expounding the basic theoretical issues of the "Gambling Agreement".This article focuses on the analysis of the "Minutes of Civil and Commercial Meetings " on the two implementation methods of the "Gambling Agreement" and the relevant content of the "Hua Gong Case" judgement.The content involved.After sorting out the promulgation of the minutes,the court’s judgment on the relevant cases of the “gambling agreement” and the above-mentioned analysis of the relevant cases summarized the main problems in the implementation of the “gambling agreement” in China,most of which are the conditions for share repurchase.Whether the capital reduction process has been completed,the price of repo,the company’s distributable profits,etc.,the root of the problem is that after the failure of the bet,when the investor assumes the responsibility for the failure of the agreement,it involves the flow of a large amount of capital of the company.The flow touches the legal capital of the company,which is not conducive to the protection of the interests of creditors.How to arrange to realize the compensation of investors and protect the legal rights and interests of creditors.The above-mentioned arrangement of the "Minutes of Civil and Commercial Meetings " will have many obstacles to the implementation of the contract,which will lead to a "dead end".Innovating a variety of gambling performance models,drawing on the solvency standards,and repurchasing financial resources restrictions,etc.,can solve the operational dilemma of the implementation of the "gambling agreement" in my country.Therefore,this article introduces the content of the US venture capital "Model Contract",as well as the principles behind the contract terms,some gambling performance modes,and exit mechanisms;the US private equity financing has far-reaching impact on the "Thought Works case" in the "legally available" case.The definition of "funds",the corporate governance of the center of the board of directors,etc.,combined with my country’s judicial practice,put forward suggestions on the improvement of my country’s performance mechanism from the two aspects of the "gambling agreement" mechanism itself and the path of judicial judgment.