每经热评丨英威腾胜诉超6000万元难追偿并购对赌得堵好“跑路”后门

Core Viewpoint - The long-standing merger and acquisition dispute involving Invt and Hanruide has concluded with a court ruling in favor of Invt, but the company faces challenges in collecting the awarded compensation due to Hanruide's prior dissolution [1][2]. Group 1: Legal Proceedings and Outcomes - The Guangdong High Court ruled that Hanruide must pay Invt 64.9988 million yuan plus interest by December 31, 2025, but Hanruide was dissolved in 2019, complicating the collection process [1]. - Invt initially planned to acquire 100% of Prineywei for 250 million yuan, with performance guarantees set for net profits from 2017 to 2019, which were later adjusted due to market changes [1]. - The court's decision came after a lengthy legal process, with Invt filing a lawsuit in 2019 but lacking complete performance data until 2021, which delayed the determination of any breach of contract [2]. Group 2: Challenges in Enforcement - The absence of prior similar cases may have influenced the Shenzhen Intermediate Court's unfavorable ruling for Invt, highlighting the complexities of M&A litigation [2]. - The prolonged litigation process and lack of effective measures to manage the debtor's obligations increased the difficulty for Invt in asserting its rights [2]. - Without pre-agreed terms in the acquisition agreement, creditors face challenges in recovering assets from dissolved companies, as shareholders may have transferred assets or claimed "legal dissolution" to evade responsibilities [2]. Group 3: Recommendations for Future Transactions - To prevent issues related to the dissolution of responsible parties, it is recommended to include clauses that impose joint liability on original shareholders for performance commitments even after company dissolution [2][3]. - Companies should monitor the performance capabilities of original shareholders, ensuring they have sufficient assets and creditworthiness, and may require collateral or guarantee accounts to secure compensation [3]. - Payment structures should be carefully considered, favoring a combination of equity and installment payments tied to performance milestones to mitigate recovery risks [3].