对赌协议的法律适用是一道横跨公司法与民法的难题，鉴于投融资双方在实践中大多签订股权回购型对赌协议，且该类纠纷近年来仍旧保持增长态势，因此本文将重点研究股权回购型对赌协议的履行问题。《九民纪要》将减资作为股权回购的前提，使得股权回购型对赌协议必须遵循先减资再回购的履行路径，颠倒了减资与回购的关系，而且使得法院在裁判中不得不将减资作为能否履行的唯一判断标准，难以全面衡量目标公司的履行能力。更重要的是减资程序顺利完成的可能性极低，减资的要求使得股权回购型对赌协议陷入履行难的困境。目标公司的股权回购义务具有金钱给付之债和资本性交易的双重性质，要受到以资本维持原则为核心的资本管制制度的约束，因此股权回购型对赌协议履行问题的实质是合同自由与公司规制的冲突，需要遵循公司法中债权人利益保护的理念。由于资本维持原则对股权回购的限制以及实践中减资难的现象较为普遍，对履行障碍的分析应当从资本维持原则和减资程序两个方面进行。资本维持原则是法律障碍，但应当解读为禁止资本非法向公司流向股东，仅是一种底线规制手段，对于公司向股东转移财产的合法范围，我国公司法目前并无规定。减资可以被视为事实障碍，但应限缩解释为仅包含债权人保护环节。由于债务在客观上仍具备可履行性以及履行障碍在履行期限届至才出现，这种履行障碍应当被认定为履行迟延，法律效果为目标公司需承担违约责任。在参考域外立法经验的基础之上，本文认为应当对股权回购施加财源限制，确立符合我国商业实践的“合法可用资金”之标准，回购条款触发后，如果回购符合财源限制，公司无需经过减资程序就可以履行回购义务，反之则必须完成减资程序，通过减资来释放资金。在股权回购型对赌协议履行问题相关的案件中，法院应当遵循“协议效力-履行条件-履行障碍-履行迟延-违约责任”的裁判路径。履行条件关乎协议是否应当被履行，只有在对赌回购条款触发时，目标公司才应当履行股权回购义务。履行障碍关乎协议是否能够被履行，目标公司董事会应当对存在履行障碍承担证明责任，法院应当结合目标公司的实际经营状况和财务状况，判决其承担支付违约金、延期履行、分期实际履行的违约责任，最大限度地实现投融资双方的利益平衡。

The application of the law on the Valuation Adjustment Mechanism (VAM) has been a hot topic in the practical affairs and academic circles. From Haifu case to Huagong case and then to The Minutes of Civil and Commercial Meetings, the validity of VAM with the target company has been affirmed. As a result, the focus has been shifted from the effectiveness to the performance, but it has also caused a series of legal problems on the performance level. In view of the fact that in practice the investment and financing parties usually sign equity repurchase VAM and disputes related to it still maintain a growing trend in recent years, this paper will focus on the performance of equity repurchase VAM. Equity repurchase in equity repurchase VAM belongs to the agreed equity repurchase. When the repurchase clause in the agreement is triggered, the target company has the obligation to repurchase the equity. Therefore, the performance of equity repurchase VAM should actually come down to the performance of the equity repurchase obligation of the target company. The Minutes of Civil and Commercial Meetings regulates that capital reduction procedures is the premise of equity repurchases, leading to the fact that in equity repurchase VAM investment party must follow the performance path of repurchasing equity and then reducing capital, which inverts the logical relationship between repurchase and capital reduction, makes the court in the referee regard capital reduction as the only criterion that if the agreement can be performed or not. This practice is difficult to comprehensive measure performance ability of the target company. More importantly, the possibility of smoothly completing the capital reduction procedures is extremely low, so the requirement of capital reduction makes it difficult to perform the equity repurchase VAM. Under the perspective of contract law, the equity repurchase obligation in essence belongs to debt paid by money which contents paying for the equity repurchase payment, and under the company law perspective, this repurchase obligation belongs to capital transaction in which the company's assets will flow to shareholders, which is under the restrictions of capital maintenance principle , so capital maintenance principle can be seen as the legal obstacle to the performance of VAM. However, it should be clear that capital maintenance principle only plays a role of the bottom line regulation. If the target company does not reach the bottom line when fulfilling its equity repurchase obligations, it can freely carry out the equity repurchase without strictly performing the capital reduction procedures; otherwise, it must perform the capital reduction procedures. Based on the experience of overseas legislation, this paper argues that we should impose financial restrictions on equity repurchase and establish the standard of "legally available funds" in accordance with China's commercial practice. In addition, based on the requirement of capital reduction in advance in The Minutes of Civil and Commercial Meetings, it is common to find it difficult to finish capital reduction procedures in judicial practice, so capital reduction can be regarded as the factual obstacle to the performance of equity repurchase VAM. Since the debt is still able to be performed objectively and this obstacle to performance does not appear until the expiration of the performance period, this obstacle to performance should be regarded as delay in performance, and the legal effect shall be the liability of the target company for breach of contract.In cases related to the performance of equity repurchase VAM, the court should follow the judgment path of "agreement Validity – conditions of performance – obstacles to performance - delay in performance - liability for breach of contract". Conditions of performance are related to whether the agreement should be performed. Only when the equity repurchase clause is triggered, the target company should perform the obligation of equity repurchase. Obstacles to performance are related to whether the agreement can be performed. The board of directors of the target company ought to bear the burden of proof for obstacles to performance. The court shall sentence target company to assume liability for breach of contract, including paying liquidated damages, performance by installments and deferred performance in light of the real operating and financial situation of the target company. So that the interests of investment and financing parties can achieve the greatest level of balance.