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A VAM is a concept imported from abroad, which was originally translated as "VAM", or because it is very vivid in line with state-owned culture, it has been used to this day. However, its literal meaning is "valuation adjustment mechanism", which can better reflect its essential meaning, so the issues involved in VAM agreements that we often hear about have nothing to do with gambling. A VAM is actually a form of option.
Through the design of the clauses, the VAM can effectively protect the interests of investors. VAM agreements have been applied in foreign investment banks' investments in domestic enterprises. A VAM is an agreement between the acquirer (including the investor) and the transferor (including the financier) on uncertain future circumstances when they enter into an M&A (or financing) agreement.
If the agreed conditions arise, the financier may exercise a right; If the agreed conditions do not appear, the investor exercises a right. Therefore, a VAM is actually a form of option.
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VAM is a financial term, the full name of VAM, which is a series of financial terms set out by the investor and the financier to ensure their respective interests when they reach an agreement on the uncertain future situation.
If the agreed conditions arise, the investor may exercise a right; If the agreed conditions do not arise, the financier exercises another right. Therefore, a VAM is actually a form of option.
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It is right to pour the meaning of two people to agree on a price, at the same time, the buyer and the seller to be able to deal at the same time bid, so that it is the transaction, for the opposite, in fact, to be honest, that is, the left hand to the right hand meaning, the exchange for the trading hours of multiple identical**, in order to lower or raise the stock price for the purpose of the behavior will be verified, except for the bulk trading platform.
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VAM means that the dealer does not actually execute all the customer's instructions, and the company loses as much as the customer makes, and the company makes as much as the customer loses. The relationship between the company and the customer is one of completely opposite interests. To put it bluntly, the customer and the company are doing it against each other.
Before there were several investment companies (doing ** spot, foreign exchange investment) to do their own banker betting, such as doing London gold investment, the customer invested 100,000, but the company did not help him transfer the money to the international platform, but used his own fake electronic platform (its own server) to let the customer operate, the customer lost money is the company earned, the customer operation wins, the company itself gives money instead of winning money from the international trading platform. I also caught a few such gambling companies before.
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Hello dear! VAM refers to an agreement reached between the parties, and then according to the agreement of the short key, the two parties agree to gamble or bet under certain or some specific circumstances. Then in the betting, the participants usually put forward different views or **, and both parties agree to bet or gamble under specific conditions according to their own judgment and confidence, so as to determine the final victory.
Gambling can be made between individuals, and it can also appear in business, law, and other fields. The outcome of a bet is usually determined based on the occurrence or non-occurrence of certain conditions, such as the outcome of a certain event, the performance within a specific time, etc. VAM is controversial both legally and ethically because it involves gambling practices that can lead to risks and adverse consequences.
When participating in VAM, you should consider carefully and comply with local laws and regulations.
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Hello dear! A bet is a gamble between two or more people on an outcome. In a bet, everyone bets a certain amount of money or other items for a specific outcome.
For example, in a soccer match, two brothers might bet on which team will win the game. The stakes depend on the agreement of the participants, and after the outcome is determined, the stakes are paid out to the winner of the stool. Gambling is considered illegal in many regions because it involves gambling activities that can lead to financial risks and social problems.
In most cases, betting is discouraged and should be avoided.
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A VAM refers to an agreement designed by the investor and the financier to adjust the valuation of the target company in the future in order to solve the uncertainties, information asymmetry and cost of the target company's future development between the two parties to the transaction when they reach an equity financing agreement.
From the perspective of the entities that enter into VAM agreements, there are forms of VAM between the investor and the shareholders or actual controllers of the target company, the VAM between the investor and the target company, and the VAM between the investor and the shareholders and the target company. When a people's court hears a VAM dispute case, it shall apply not only the relevant provisions of the Contract Law, but also the relevant provisions of the Company Law.
It is necessary not only to adhere to the principle of encouraging investors to invest in real enterprises, especially scientific and technological innovation enterprises, so as to alleviate the financing difficulties of enterprises to a certain extent, but also to implement the principle of capital maintenance and the principle of protecting the legitimate rights and interests of creditors, and balance the interests of investors, company creditors and companies in accordance with the law.
Determination of validity: There is no controversy in the theoretical and practical circles about the validity of the VAM between the investor and the actual controller or controlling shareholder of the target enterprise, but the validity of the VAM between the investor and the target company is the most controversial.
Some scholars believe that, from the perspective of private law, VAM, as a form of property self-valuation mechanism in private law, can be attributed to an atypical contract that is close to the contract with effective conditions, and there is no legal obstacle to the operation of VAM in private equity investment under the current legal framework of China.
However, in the current context of China's Company Law, based on the principle of capital maintenance and the protection of creditors' interests, the court has a negative attitude towards the validity of the VAM between the investor and the target company, while the arbitration institution tends to take a positive attitude based on the consideration of respecting the autonomy of will and adhering to commercial thinking. The determination of the difference between the court and the arbitration institution on the validity of VAM agreements has been confirmed by a large number of adjudication documents.
The above content refers to: Encyclopedia - VAM Agreement.
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Legal analysis: A VAM is not gambling, but simply put, it means that in the course of an investment, when the investor and the financier reach an investment agreement, both parties agree on the uncertain circumstances of the target company in the future, and if the agreed conditions are fulfilled, the financier can exercise the corresponding rights; If the agreed conditions are not fulfilled, the investor will exercise certain rights.
Legal basis: Article 70 of the Law of the People's Republic of China on Public Security Administration Punishments: Those who provide conditions for gambling for the purpose of profit, or who participate in gambling with a large amount of money, shall be detained for up to five days or fined up to 500 yuan; where the circumstances are serious, they are to be detained for between 10 and 15 days and fined between 500 and 3,000 RMB.
Hello, the VAM has nothing to do with gambling, but when there is a certain uncertainty about the future profitability of the enterprise, it sets certain terms to achieve the reasonableness and fairness of the investment transaction as much as possible. A VAM is an agreement between the investor and the financier to enter into a financing agreement due to uncertain circumstances in the future, and the financier can exercise a right if the agreed conditions appear. If the agreed conditions do not appear, the investor exercises a right. A VAM is actually a form of option, which can not only protect the interests of the investor, but also play a certain incentive role for the financier. >>>More
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