There is little empirical work examining contractual innovation in the context of China, which is the second largest venture capital market in the world, after the United States. Drawing upon extensive interviews, a hand-collected dataset of investment agreements and judgements made by Chinese courts on venture capital disputes, this article examines a unique contractual design that is common in the Chinese venture capital sector—the valuation adjustment mechanism (“VAM”). A VAM provides investors with a right to adjust a portfolio company’s original valuation and to get compensation by cash or equity upon the occurrence of certain future events (such as failing to meet financial or non-financial performance indicators). The prevalence of VAMs in China is potentially attributable to: (1) severe information asymmetry in the less informed market, (2) the lack of convertible preferred stock under Chinese law and excessive legal restrictions over investment tools and contractual mechanisms in venture capital financing, and (3) insufficient legal protection for investors under Chinese law. This article argues that, unlike American venture capital contracts, which are designed to encourage long-term, sustainable investor-entrepreneur relationships, VAMs are predominantly investors’ self-help mechanisms to address specific and serious investor protection issues in the transitional and less informed Chinese market. Thus, it suggests that the problems regarding investor protection motivating the use of VAMs can be better solved by law reforms such as allowing limited liability companies to issue convertible preferred stock, introducing more legal remedies for minority investors, as well as an improved regulatory environment governing venture financing.

Following the economic theory of venture capital financing, a corporate governance framework would be economically efficient for VC investments if it can help to reduce the agency costs resulted from information and incentive problems. As a highly successful model in global VC industry, the standard VC investment contracts in the Silicon Valley practice largely embody such framework. By analyzing the currently effective laws and regulations of China that are relevant to the investments by foreign venture capitalists, this paper paints a practical picture of how can foreign VC investors do business in China. It is shown that, the recent (starting from 2005) outflow of a set of new legal norms can be seen as a dividing point for the VC investing practice in China – the previously prevalent mode “offshore structuring, offshore listing” is challenged, and both the investment and exit are gradually pulled onshore. This being said, the current Chinese laws and institutions still cannot fully entertain the contracting and governance model prevalent in the Silicon Valley VC investment practices, and in this light, this paper goes on to discuss, in particular, various strategies that may be availed by foreign VC firms to tap and/or subvert the Chinese laws and regulations when financing Chinese new ventures. Finally, under the theme of globalization and crossborder corporate governance convergence, this paper provides a general comment on the currently applicable Chinese legal framework, and stresses the importance of converging towards efficient legal rules through contracts in the global competitive village.