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Introduction
The capital climate has seen a significant increase in disputes regarding the enforcement of repurchase rights, leading to concerns about the impact on the survival of innovative startups. With over 130,000 investment cases still in progress as of the end of 2022, many are now questioning the implications of repurchase covenants on market trends. The financial and legal challenges faced by startups and founders in the context of repurchase litigation are explored, focusing on strategies to contest the enforceability of repurchase agreements and the legal restrictions on repurchase conditions.
Main Content
1.1 Litigation Timing: Within the Applicable Period?
In legal disputes, the timing of the repurchase request by investors can be crucial. Whether the repurchase right is considered a request or a power (formation right) affects the legal approach and timeframes. For request rights, investors’ claims are typically governed by the three-year statute of limitations under the Civil Code (Article 188). For formation rights, the one-year term set out in Article 564 of the Civil Code for exercising an excepted right (such as a repurchase right) may apply.
1.2 Repurchase Agreement Validity: Did the Agreement Exist?
The validity of a repurchase agreement hinges on its formation and the fulfillment of essential contractual terms. If the agreement lacks critical elements, such as the price for repurchasing shares, it may be deemed unenforceable. In cases where the agreement was signed by individuals who were not the actual signatories, the agreement might not bind those individuals, as in the case of (2021)甘01民终168号.
1.3 Repurchase Conditions: Have They Been Met?
Arguments can be made that the conditions for invoking the repurchase right have not been met if the investor has breached the agreement or acted in a manner that is detrimental to the company or founders. For instance, if the investor has not fulfilled their obligations under the agreement, this could serve as a defense against the repurchase demand.
Conclusion
Navigating the complexities of repurchase litigation requires a nuanced understanding of legal principles and strategic litigation tactics. Each case presents unique challenges and opportunities for defense, emphasizing the importance of detailed legal analysis and strategic planning.
Please note that the provided content is a summary and expansion of the initial prompt, and it does not include external references or detailed case studies beyond those mentioned. For a comprehensive legal analysis or specific case studies, consulting with a legal professional is recommended.
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