Research On The Effectiveness Of The Target Company Guarantee Bet Agreemen

The Minutes of the National Conference on Civil and Commercial Judicial Work of the Courts(hereinafter referred to as the "Jiumin Minutes")issued by the Supreme People’s Court in 2019 formally and explicitly provided for the first time for the betting agreement accordingly,dividing it into two types: investor-shareholder betting and investor-company betting.However,with the development of market economy,a kind of deformation has emerged: the betting agreement guaranteed by the target company.This type of betting refers to the betting between the investor and the company’s shareholders,while the target company provides an associated guarantee.As this type of betting agreement is a more refined type under the betting agreement,there is also no clear provision for this type of betting agreement in the Jiumin Minute.Therefore,in judicial practice,due to the lack of guidance from specific legal norms,there may be the result of different judgments in the same case,which makes it difficult to ensure the fairness and uniformity of the law.In order to study the effectiveness of betting agreements guaranteed by target companies,this paper is divided into three main parts to explore.The first part clarifies the relevant legal provisions involved in such betting agreements by studying the current status of legislation,and at the same time collates and summarizes the cases involving betting agreements guaranteed by the target company,and finds that there is no unified standard for determining the validity of such betting agreements,and the court often determines the liability of the company’s guarantee independently of the betting agreement.The second part is based on the Civil Code,the Company Law and the Ninth Civil Minute to discuss the issue of determining the validity of the betting agreement guaranteed by the target company,analyzing whether the betting agreement guaranteed by the target company will violate the mandatory provisions of the law and the principle of fairness,and whether the target company’s assumption of the guarantee liability will violate the principle of capital maintenance,the principle of risk sharing and the principle of protection of creditors’ interests,and carefully analyzing the difficulties in determining the validity,and elaborating the reasons for the difficulties and At the same time,the nature of Article 16 of the Company Law is analyzed and argued,and whether the guarantee is necessarily invalid without the resolution of the shareholders’ meeting or the shareholders’ meeting is elaborated;in the third part,through the collation of cases,the sorting out of adjudication ideas and the analysis of the validity problems,it can be found that there are many shortcomings in the validity of the betting agreement of the target company’s guarantee in China’s law and practice,which are reflected and proposed to solve the validity disputes.The specific suggestions include unifying the rules of adjudication and strictly complying with the statutory doctrine of contract invalidity;accurately understanding the connotation of "capital" in the principle of capital maintenance and fully protecting the interests of the parties;distinguishing "betting" from "guarantee" and effectively safeguarding the interests of the parties.The company also suggested that the "guarantee" should be distinguished from the "guarantee" to effectively protect the interests of creditors,and that the path of determining the effectiveness of the guarantee provided by the target company should be improved to explore a reasonable adjudication path for judicial trials.