IPO对赌有效、市值对赌无效，公司法新解释即将出台

Core Viewpoint - The recent "gambling buyback dilemma" is a common challenge faced by PE/VC and startup companies, with the Supreme People's Court's draft opinion addressing frequent disputes related to buyback agreements [1][2] Group 1: Legal Framework and Implications - The draft opinion confirms the validity of gambling agreements with non-listed companies but imposes special restrictions on their enforcement, while denying the validity of such agreements with listed companies [2][5] - The new judicial interpretation aims to clarify disputes in the gambling buyback sector, particularly regarding valuation adjustment agreements and market value adjustment clauses [3][5] - The draft opinion states that any gambling agreements tied to listed companies, such as those linked to price-to-earnings ratios or stock prices, will generally be deemed invalid [5][6] Group 2: Market Conditions and Trends - The current venture capital market remains a "buyer's market," with limited funding supply and many startups signing gambling agreements due to their weaker financing position [1][10] - As of November 6, the number of IPOs in A-shares for the year was only 90, indicating a significant decrease compared to nearly 400 in 2020, with expectations of around 100 IPOs annually in the future [10][11] - The merger and acquisition market has seen increased activity, with 230 major asset restructuring deals disclosed since the introduction of new policies, although it still does not meet the demand of numerous companies that have received equity investments [10][11] Group 3: Recommendations and Future Directions - Suggestions include improving the assessment error tolerance mechanism for state-owned capital, establishing effective exit mechanisms, and developing S funds to alleviate exit bottlenecks [2][10] - The draft opinion provides a legal basis for resolving gambling buyback disputes, emphasizing the importance of protecting the stability of companies, especially public ones [8][11] - To address the gambling buyback dilemma, there is a need for further judicial improvements and the introduction of more commercial perspectives in litigation, alongside enhancing the marketization of IPOs, mergers, and S funds [11]