股权回购型对赌协议履行问题研究——以司法裁判规则为视角

An Study on the Performance of Stock Buyback Betting Agreement

股权回购型对赌协议类纠纷近年来仍旧保持增长态势。《九民纪要》就此类协议纠纷所作出的裁判规则不足以彻底解决投资方转出股权取得股权回购款以退出目标公司难题。准确界定协议对赌性质后,约定目标公司、实际控制人为股权回购方两种情形下投资方存有不同退出机制。未待业绩履行期届满目标公司即出现破产情形,此时应当肯定投资方主张违约损害赔偿,支持其收回适当投资款后退出目标公司。

In recent years, share repurchase-type disputes on betting agreements have maintained an increasing trend. The judgment rules on this kind of agreement dispute made by the Jiumin Summary are not enough to completely solve the problem that the investor can withdraw from the target company by transferring the equity and obtaining the share buyback money. After accurately defining the nature of the agreement, there are different exit mechanisms for the investors in the two cases where the target company and the actual controller are the buyback party. If the target company goes bankrupt before the performance period expires, the investor shall be sure to claim damages for breach of contract and support him to withdraw from the target company after receiving the appropriate investment funds.