A PE Equity Investment Case on Disputes of VAM and Shareholder Interest Damages

A high-tech enterprise (the "Enterprise") engaged a technical team, in order to raise its evaluation by PE investors during the process of the equity investment. The Enterprise subsequently signed several subscription agreements with PE investors, as well as supplementary agreements on valuation adjustment mechanism ("VAM") regarding the Enterprise's future profit and IPO procedures. However, the funds were immediately diverted for repayment of the controlling shareholder's personal loans once they were injected to the Enterprise. Moreover, serious disputes occurred between the original management team of the Enterprise and the newly engaged technical team. Due to the disputes between the two teams, a subsidiary company was established so that the two teams could separately conduct their business. After one year's operation, the Enterprise failed to achieve the profit goal, and even suffered losses. On the other hand, the disputes between the two teams of the Enterprise had never been solved. The two teams made a separation plan of the Enterprise and the subsidiary company and executed such plan without notice to the PE investors.