公司法新解释明确企业股权回购规则 对赌回购纠纷处理有法可依

Core Viewpoint - The recent draft opinion from the Supreme People's Court addresses the increasing challenges of "betting and repurchase dilemmas" between investors and entrepreneurs in the primary market, aiming to clarify the rules surrounding equity repurchase agreements and their implications for both parties [1][2]. Group 1: Legal Framework and Regulations - The draft opinion introduces new clauses regarding the nature of investors' requests for equity repurchase, categorizing repurchase types into conditional repurchase, conditional and optional repurchase, and time-limited repurchase, providing standards for judicial adjudication [1]. - It standardizes litigation procedures by requiring the target company to be added as a third party in lawsuits involving equity repurchase, ensuring that judgments do not overlook non-monetary obligations [2]. - The draft also includes provisions for auctioning or selling equity if the repurchase obligor's assets are insufficient, allowing investors to recover their investments through the proceeds [2]. Group 2: Impact on VC/PE Institutions - The judicial interpretation aligns with existing industry practices, transforming customary practices into clear legal provisions, thus providing a legal basis for industry operations [3]. - Data indicates that equity repurchase remains a significant exit strategy for investment institutions, with 1,745 repurchase events occurring in the first ten months of 2025, a 17.46% decrease from the same period in 2024, while institutional participation as sellers increased significantly [3]. - Some venture capital firms are exploring more flexible repurchase terms, such as a "two-year assessment" mechanism, which triggers valuation adjustments if performance targets are not met [3]. Group 3: Innovative Solutions and Future Outlook - New cases have emerged where founders can replace equity through newly established companies, thereby exempting original repurchase obligations, which has been recognized by state-owned LPs [4]. - Investors express willingness to provide more leeway to entrepreneurs who demonstrate diligence and lack moral hazard, indicating a shift towards a more supportive investment environment [4]. - The long-term resolution of the betting and repurchase dilemma will depend on the venture capital industry's ability to balance risk control with innovation and inclusivity, which will be a central theme for future industry development [5].