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“愿赌服输”这个在《赌王》、《赌神》等电影中耳熟能详的一个词语,现如今频繁地出现在企业跨国融资并购中。不过,在资本市场上,这个“愿赌服输”是通过双方签订“对赌协议”来实现的。由于协议的结果是不确定的,与赌博有些许的类似,因此被形象地称为“对赌”。投资方与融资方签署“对赌协议”,是海外私募股本投资基金投资项目时较为常见的做法,近年来类似做法越来越多地引入内地。其实,作为财务投资人,之所以坚持要与管理层签订这样一份协议,主要目的并不完全在于向管理层套利,而是要解决战略执行过程中的治理和激励问题。对赌协议的本质不是对立,而是谋求一致,即投资人与管理层在上市融资前就未来的成长路径和发展战略达成一致判断,然后通过合约的方式固定下来,以约束或激励管理层上市后的行为。从这个意义上说,对赌协议及对赌下的资金融通,本身就是带着战略来的。接受了这一协议,也就意味着接受了协议框架下的战略。
“May Betting,” a term familiar to movies such as “Gambler” and “God of Gambler,” is nowadays frequently appearing in corporate cross-border financing and acquisitions. However, in the capital market, this “gamble” is achieved through the signing of a “gamble agreement” between the two parties. As the result of the agreement is uncertain, and a little similar to gambling, it is vividly called “betting.” The signing of the “gamble agreement” between the investor and the financier is a common practice when investing in overseas private equity investment funds. In recent years, similar practices have been increasingly introduced to the Mainland. In fact, as a financial investor, the reason for insisting on signing such an agreement with the management is that the main purpose is not to arbitrage the management, but to solve the problems of governance and motivation in the implementation of the strategy. The essence of the agreement on gambling is not opposition, but the consensus is that investors and management prior to listing and financing on the future growth path and development strategy to reach a consensus judgment, and then fixed by contract to restrain or motivate the management of listed After the act. In this sense, the agreement on gambling and the financing of gambling under the gambling principle are themselves strategic. Accepting this agreement means accepting the strategy under the agreement.