IPO对赌有效、市值对赌无效，公司法新解释即将出台

Core Viewpoint - The article discusses the "betting and repurchase dilemma" faced by private equity (PE) and venture capital (VC) investors and startups, highlighting the challenges of signing repurchase agreements and the recent judicial interpretations aimed at clarifying disputes in this area [3][4]. Group 1: Judicial Interpretations and Market Conditions - The recent judicial interpretation acknowledges the validity of betting agreements with non-listed companies but imposes special restrictions on their enforcement, while denying the validity of such agreements with listed companies [4][8]. - The interpretation aims to reduce speculative behavior from both parties involved in betting agreements, potentially decreasing unnecessary litigation [4][9]. - The article emphasizes the ongoing "buyer's market" in the investment landscape, where limited funding leads many startups to sign betting agreements, resulting in disputes as commitment deadlines approach [3][4]. Group 2: Challenges in Implementation - The article notes that while betting agreements are legally valid, fulfilling repurchase obligations is often challenging due to the difficulty in achieving capital reduction or profit distribution, which are prerequisites for repurchase [11][12]. - The interpretation clarifies that third-party guarantees for repurchase obligations remain valid, even if the company fails to meet the conditions for repurchase [9][12]. - The article highlights the existence of "drawer agreements," which allow for the postponement of betting agreements until after an IPO, complicating the legal landscape [11]. Group 3: Market Trends and Future Outlook - The article reports a significant increase in IPOs and mergers and acquisitions (M&A) in 2025, with IPO cases rising by 37.8% and M&A exits increasing by 84.3% compared to the previous year [16][17]. - It discusses the need for further improvements in judicial enforcement and the introduction of more commercial perspectives in resolving disputes to achieve win-win outcomes for investors and entrepreneurs [17]. - The article suggests that enhancing the marketization of risk investment, improving the IPO and M&A markets, and establishing a market-oriented assessment mechanism are essential for long-term solutions to the betting and repurchase dilemma [17].