关键词: 对赌协议, 股权融资, 扭曲激励, 运营模型

Abstract: The valuation adjustment mechanism (VAM) is used to regulation the relationship between investment and financing parties in the process of equity financing, and it is more and more universal and diversified used in China's equity investment and financing cases. As an additional agreement in equity investment, the aim of using VAM is to promote better strategic cooperation and win-win result between the investment and financing parties. However, in numerous VAM cases of China, instead of realize the operation incentive and win-win situation, a lot of companies face operational predicament, worse relations with investment institution, and even company change hands after equity financing (especially after signing the VAM). This paper focuses on the "VAM predicament" with operation conflict and performance decline after equity financing, and explores the way to avoid this predicament.
The retailer is taken as the main body of financing in this paper. Assume the investment institution (in this paper, a private equity investment institution is considered, PE) adopts P/B method (with P/B ratio as α) to valuation the retail enterprise, and the investment volume is B. The retailer holds a fixed asset A and has internal fund η, then his stock share becomes to θ₁=(α(A+η))/(α(A+η)+B) after equity financing. The retailer faces a random market demand ξ, where only the mean μ and standard deviation σ is known to him, with the help of equity financing, the retailer could expand the market demand from ξ to ξ+βe. Among them, β represents the retail enterprise's growth-potential, and e represents the retailer's sales effort. The effort cost function is expressed as 1/2se². Then the retailer needs to decide the optimal order quantity q and sales effort e to maximize his expected asset at a wholesale price of w and selling price p. In order to protect the interests of the investor and incent the financier, the retailer and PE sign a VAM with sales volume as its subject, and cash as the compensation method. The specific contents of the VAM can be expressed as follows:
During the period of the agreement (here we simplify it to a single selling period), if the sales volume of the retail enterprise is less than M, then the retailer should pay the PE 1-(pmin{q,ξ+βe}/M)B, where pmin{q,ξ+βe} represents the retail enterprise's actual sales volume; while if the enterprise's sales volume is more than M, then the PE needs to pay cash (pmin{q,ξ+βe}/M-1)B to the retailer. The retailer's expected asset without a VAM is expressed as
E_F[TA_R(q,e)]=θ₁(A+η+B+∫₀^+∞pmin{q,x+βe}dF(x)-wq-1/2se²),
The expected asset with a VAM is expressed as
E_F[TA_{R_VAM}(q,e)]=(θ₁+B/M)∫₀^+∞pmin{q,x+βe}dF(x)+θ₁(A+η+B-wq-1/2se²)-B.
Since the demand information is incomplete, the robust optimization method is taken to solve the optimization problem.
Based on the perspective of retail enterprise's operation, operation models are established under two situations that are with and without VAM, the effect of VAM on the development of retail enterprise and the behavior of both financing and investing parties are described, and the cause of the "VAM predicament" is discussed. It is found that the VAM has a "twisted incentive" effect, that is, the existence of VAM could incent the retailer to realize the performance objective, but it also twists the retailer's operation behavior. The "twisted incentive" effect is the fundamental cause of the "VAM predicament". To eliminate or reduce such an effect, the retailer should choose a subject that matches his strategic goal, or an appropriate performance goal.

Key words: valuation adjustment mechanism, equity financing, twisted incentive, operation model