对赌协议之履行不能问题研究
Research on the Problem of Failure to Perform the Valuation Adjustment Mechanism

从“海富案”确立与公司对赌无效、与股东对赌有效的裁判思路，到“瀚霖案”最高法认定公司可承担担保责任的裁判思路，再到“华工案”江苏省高院明确认可与公司对赌有效的司法判决。2019年，最高人民法院终于出台了《全国法院民商事审判工作会议纪要》(后简称“九民纪要”)，在纪要第二章第一节中对对赌协议的效力及履行做出规定，确立了对公司的对赌协议有效这一规则。但在实践中，目标公司难以做出减资决议，该协议常常无法实际履行。
From the “Haifu Case”, which established the judgment idea that betting against the company is invalid and betting against the shareholders is effective, to the “Hanlin Case”, the Supreme Court’s judgment idea that the company can bear the guarantee liability, and then to the “Huagong case”, the Jiangsu Provincial High Court clearly recognized the judicial decision that betting against the company is effective. In 2019, the Supreme People’s Court finally issued the The Summaries of the National Conference for Work of Courts on the Trial of Civil and Commercial Cases (later referred to as the “Nine People’s Minutes”), which stipulated the validity and performance of the gambling agreement in the first section of the second chapter of the minutes, and established the rule that the gambling agreement is effective for the company. In practice, however, it is difficult for the target company to make a decision on capital reduction, and the agreement is often not actually implemented.