Research On The Performance Of "betting Agreement" From The Perspective Of Capital Maintenance Principl

The "gambling agreement" widely exists in the field of private equity investment.It is a tool for the investment and financing parties to adjust the valuation difference of the target company.The terms involved in the equity repurchase and cash compensation have been controversial in both theoretical and practical circles.Scholars’ research is vast,and judicial practice is constantly seeking proper ways of adjudication.The issuance of the "Minutes of the Nine Peoples" has shifted the focus of adjudication from contract validity to contract fulfilment,but the existing rules have also brought about a "gambling agreement." The root cause of the problem of difficulty in performance is that the contractual arrangement of the "gambling agreement" disrupts the corporate governance structure and touches the mandatory the company law’s norms.It is not enough to stop at the discussion of the "gambling agreement" itself,and the regulatory path and argumentation thinking of the company’s capital system have more important reflection value and even research significance.The principle of capital maintenance,as the outline and core spirit of the legal capital system,has profoundly affected the legislative and judicial process of my the protection of creditors,and has played an important role in country’s company law.However,with the development of the market economy,the principle of capital maintenance has become changeable business to adapt to the complex and environment more and more difficult.Rules such as equity repurchase,capital reduction,and profit distribution designed on this basis have been constantly criticized.At the same time,asset credit The rise of the idea has made people pay more attention to company assets and began to think the new role of capital.Drawing on the concepts of Anglo-American company law and combining with my country’s past judicial experience,the implementation rules of the “gambling agreement” have been reconstructed,thereby protecting creditors and companies.A balance is struck between operational efficiency and shareholders’ equity.This article is composed of four chapters.The first chapter describes the "gambling agreement" case focus of controversy in and the implementation dilemma under the current adjudication viewpoint.First of all,the first section of this chapter will briefly introduce the "Jiu Min Minutes" on the implementation of the "gambling agreement",using this as a starting point to sort out the "gambling agreement" cases and sort out the focus of disputes.After summary analysis,we can find that A large number of "gambling agreement" cases have been judged not to be fulfilled by the court for "damaging the creditors of interests ","the capital reduction procedure has not been completed",and "the conditions for the repurchase obligation have not been completed".Based on this,on the basis of case analysis,the second section of this chapter will gather the main obstacles or manifestations that are difficult to implement the "gambling agreement",namely: difficulty in equity repurchase operations,narrow financial resources for cash compensation,and performance standards Divorced from reality.The second chapter mainly cause of the difficulty in fulfilling to analyzing the root the "gambling agreement",that is,the principle of capital maintenance.After the first chapter summarizes several implementation obstacles of the "gambling agreement",this chapter will deeply analyze the capital maintenance principles behind these obstacles.First of all,the first section will discuss the essential characteristics of the capital maintenance principle,the correct understanding and application of the capital maintenance principle,and its evolving modernization trend.The second section will analyze in detail the specific application of the different time the principle and different cases based on three domestic capital maintenance and foreign cases,and further reveal its evolution path.The third section will analyze principle in the development process of the capital maintenance the two legal systems from the perspective of comparative law.The third chapter is based on the comprehensive mainly a reflection on the principle,which is a slightly rigid system of capital maintenance.analysis of the capital maintenance principle in Chapter 2,this chapter will mainly focus on rethinking it.The process of rethinking the basic principles,in essence,how to face the process of "from capital maintenance to asset maintenance" in the reform of modern company law.This chapter starts from the perspectives of capital reduction and profit distribution that best reflect capital maintenance and are the main obstacles to the implementation of the "gambling agreement".It analyzes their basic meaning and compares them with the relevant regulations of other countries,and finally reflects on my country’s relevant regulations.system.At the end of this chapter,we will summarize and reflect on the principle of capital maintenance from the perspective of asset credit.The fourth chapter is mainly to reconstruct the based on asset credit implementation the "gambling agreement" of the rules.The third chapter puts forward the evolution trend from capital credit to asset credit on the basis of rethinking the "gambling agreement".This chapter will reconstruct this idea of the implementation rules of the "gambling agreement" under.Analyze the basic types of the two major“gambling agreements” of share repurchase type “gaming agreement” and cash compensation “gaming agreement” respectively.In the implementation of share repurchase “gaming agreement”,this chapter considers not The completion of the capital reduction procedure should be used as a equity repurchase for prerequisite,and the solvency as a standard to measure whether the "gambling agreement" can be fulfilled is more in line with the interests of the company and creditors;in the case of cash compensation "gambling agreement" In the implementation,so as to avoid problems related to profit distribution;further,establish a complete after-event relief system instead of the court’s prior active intervention It may be more financing activities conducive to the investment of conduct and and the protection of the interests of the company and creditors.