In order to further focus on cutting-edge legal issues in VAM agreements and explore pragmatic solutions to difficult problems in VAM practice under the current legal framework, on the afternoon of June 11, 2026, the "VAM Legal Special Seminar" hosted by **Jingsh Law Firm (National)**Commercial Arbitration Professional Committee was successfully held in the multi-functional hall on the third floor of Jingsh Law Firm. This event focused on in-depth discussions on the core difficult issues in the current judicial practice of gambling agreements, aiming to deeply analyze the theoretical essence and practical problems of gambling agreements and face directly the differences in adjudication in judicial practice.
▲Activity site
Many lawyer colleagues from the headquarters and system of Jingsh Law Firm gathered together to hold a debate contest on the legal nature and exercise period of equity repurchase rights, as well as the theoretical differences between formation rights and claim rights, and conducted in-depth exchanges on topics such as "Common disputes about gambling agreements in arbitration and litigation". This event was hosted by Liu Yang, Deputy Secretary-General of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National).
Huang Zhenzhong
Founder and lifelong honorary director of Jingsh Law Firm
At the beginning of the forum, Huang Zhenzhong**, founder and lifelong honorary director of Jingsh Law Firm,delivered anopening speech**. Based on his long-term practical experience in arbitration work, he pointed out that disputes over gambling agreements occur frequently in arbitration practice and the focus of disputes is complex, which urgently requires in-depth discussion by the legal community. He pointed out that the innovative format of this event, which breaks the previous single lecture or seminar model, deserves recognition. Learning and confrontation are carried out in the form of debate, so that different viewpoints can become clearer through the collision. He encouraged colleagues attending the meeting to cherish this rare learning opportunity, improve their professional abilities in thinking, and gr asp the pulse of rules in practice.
Keynote Speech
Bai Xiaoqiang
Deputy Director of Jingsh Law Firm (National) Commercial Arbitration Professional Committee
In the keynote speech session, Bai Xiaoqiang, deputy director of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National), gave a systematic sharing on the topic "How to determine the nature and exercise period of equity repurchase rights in gambling agreements". He started from the judicial evolution of gambling agreements, and systematically sorted out the transformation trajectory of judicial adjudication of gambling agreements from "one-size-fits-all determination of invalidity" to "respect for commercial autonomy + capital maintenance review". He elaborated on the dispute over the nature of equity repurchase rights, pointing out that market entities need to specify the exercise period in the agreement and comply with capital reduction and profit distribution procedures in order to balance investor protection and the interests of company creditors and avoid losing rights due to procedural flaws or delays in exercise.
Debate: Is the right to repurchas e equity a right of formation or a right of request
The second part of this event is the special debate competition. This debate was chaired by Guo Songyang, Secretary General of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National). Debates from both sides launched a heated debate on "whether the equity repurchase right is a formation right or a request right".
▲The debate scene
The Zhengfang team, composed of three lawyers, Feng Shuai, member of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National), Liu Zexi, deputy secretary-general of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National), and Wang Shuchang, member of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National), advocated the "right to form theory". The affirmative debater pointed out: "The equity repurchase right is a right of formation, not a right of request. Once the investor exercises a unilateral expression of intention, the equity repurchase relationship is established without the consent of the other party; subsequent payments and transfers are only legal consequences and do not change the nature of the rights. Only with clear characterization can we protect the original intention of the exit mechanism of the gambling agreement and protect the rules of commercial transactions."
▲The debate scene
The opposition team, composed of three lawyers, Ma Qiaoyuan**, member of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National),Li Lu, member of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National), and Li Qi, director of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National), insisted on the "right to claim theory." Opposition debaters pointed out: "Equity repurchase rights are claims rights, not formation rights. After the investor issues a repurchase notice, the equity will not be automatically transferred, and the repurchase money will not be automatically received. The realization of the rights always relies on the cooperation of the financing party; the repurchase right is conditional and attached, which does not meet the statutory characteristics of the formation right. Judicial practice generally recognizes it as a claim right, and applies the statute of limitations to balance the interests of both investors and financing parties and avoid hasty exercise of rights that may lead to corporate difficulties."
The pros and cons each launched a heated debate on the legal nature of the equity repurchase right from multiple dimensions such as legal theory, precedents, and practical operations. The logic was rigorous and the arguments were sufficient, demonstrating the solid legal foundation and excellent expressive skills of Jingshi’s young lawyers.
▲Professional comments
After the debate, the on-site debate judges made professional commentsand spoke highly of theperformance of the debaters on both sides. Then anawards ceremony was held to commend the best debaters and best teams.Li Qi, director of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National),won the Best Speaker Award, and the affirmative debaters Feng Shuaifor the first argument,Liu Zexifor the second argument,and Wang Shuchangfor the third argument won the**Best Team Award.
▲Awards Ceremony
This collision between theory and practice has made the "problem of the century" of equity repurchase rights more concrete and clear.
Roundtable Discussion
Subsequently, the event entered the "Betting Practice Roundtable Discussion and Exchange"session. This session was hosted by Peng Yanbin, director of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National).
▲Betting practice roundtable discussion and exchange
Cai Chunlei, director of Jingsh Law Firm’s Professional Discipline Committee and Director of the Non-performing Assets Legal Affairs Department, Zhang Xiuhua, deputy director of Jingsh Law Firm’s Business Steering Committee and honorary director of Jingsh Law Firm (National) Commercial Arbitration Professional Committee, Bai Xiaoqiang**, deputy director of Jingsh Law Firm (National) Commercial Arbitration Professional Committee,and Guo Songyang, secretary-general of Jingsh Law Firm (National) Commercial Arbitration Professional Committee, jointly participated in the meeting. The four guests had two rounds of exciting dialogues focusing on the legal nature, implementation difficulties and system improvement of the gambling agreement.
The first round of dialogue focused on practical pain points. Regarding the identification of the nature of equity repurchase rights without an agreed exercise period in judicial practice, the guests elaborated on the diverse views of formation rights, claim rights and compound rights. Focusing on the practical dilemma of the target company's gambling reaching a deadlock due to failure to perform capital reduction procedures, the guests deeply discussed the legality and practical feasibility of innovative arrangements such as "capital reduction pre-resolution", and had a heated discussion on the scope and boundaries of gambling breach of contract compensation and the improvement of legislation.
The second round of dialogue started from the macro system and judicial practice. The guests clarified the boundaries between "gambling agreement" and "clear shares and actual debts" and "equity transfer guarantee" and other peripheral concepts. In combination with Article 163 of the new "Company Law", the guests discussed the target company's provision of guarantees for shareholder repurchases. Fulfillment boundaries; Aiming at the common clause of "repurchase is limited to the value of equity", the difficulty in determining the time point of its value was analyzed; finally, the guests had a collision of ideas around macro propositions such as "whether betting has been transformed into a fixed income instrument", and looked forward to the futu re direction of the betting system.
Summary speech
Peng Yanbin
Director of the Commercial Arbitration Professional Committee of Jingsh Law Firm (National)
In his concluding speech, Peng Yanbin, director of the Commercial Arbitration Committee of Jingsh Law Firm (National), said that as a core tool in equity investment, VAM agreements have increasingly complex legal application issues. The Commercial Arbitration Professional Committee of Jingsh Law Firm (National) will continue to rely on the advantages of Jingsh Law Firm’s professional platform and adopt an open and sharing attitude to promote theoretical exploration and practical breakthroughs in the field of commercial arbitration and corporate dispute resolution, so as to provide clients with more in-depth and powerful legal support.
This "Special Event on Gambling Laws" ended successfully with warm applause. The entire event integrates keynote speeches, special debates, and round-table discussions. It has both profound theoretical heights and cutting-edge practical cases, providing practical ideas for Jingshi lawyers to handle similar cases in the future.
In the future, the Commercial Arbitration Professional Committee of Jingsh Law Firm (National) will continue to focus on cutting-edge and difficult issues in the field of commercial arbitration and corporate dispute resolution, regularly hold a series of special seminars, continue to build a professional exchange platform that deeply integrates theory and practice, help lawyers improve their professionalism, and create more in-depth and effective legal value for clients.