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对赌协议是投融资双方商业自治的体现,是我国缓解中小企业融资难困境的创举,然而我国法制的不完善性,阻碍了其在资本市场应有效能的发挥。最高院对“对赌第一案”的判决,则树立了否认目标公司为对赌主体的合法性的司法导向,而该司法导向的合理性有待进一步考究。
Agreement on betting is a manifestation of the commercial autonomy of both investors and financiers. It is a pioneering act for alleviating the dilemma of financing for SMEs in our country. However, the imperfect legal system of our country hinders its effective performance in the capital market. The ruling of the Supreme Court against “the first case of betting” set a judicial guideline that denied that the target company is the legitimacy of the gambling entity, and the rationality of this judicial guideline needs to be further studied.