| Since rules of commercial debt-for-equity swap were released by local industrial andcommercial departments and State Administration for Industry and Commerce, the moves ofcommercial debt-for-equity swap, among which the most are related debt-for-equity swap,have been put into effect as a measure to help fund-strapped firms restructure debts andimprove cash flow. However, in the face of great benefit, it is hard to avoid affiliated persontaking advantage of relationship to takeover of the company that will harm the interests ofinterested parties. Thus, this article will make a deep research on the topic of legal regulationon related debt-for-equity swap, based on the methods of empirical analysis, value analysisand comparative analysis.This article consists of4parts excluding introduction.The first part is the scope of affiliated person and related debt-for-equity swap.This partintroduces the conception of affiliated person and debt-for-equity swap, points out the scopeof related debt-for-equity swap. Related debt-for-equity swap is the person who could controlor substantial influence the firm cancel their debts in exchange for equities.It belongs tocommercial debt-for-equity swap, not the policy one.In addition, this part distinguishes therelated debt-equity swap from stockholder compensatio investment obligation with claim, andanalysis the characterstics of related debt-for-equity swap.The second part is the pros and cons of related debt-for-equity swap based on theoryanalysis. There is a profound theoretical basis on related debt-for-equity swap. This partdiscuss the pros and cons of related debt-for-equity swap by introduces transaction costtheory,economic man and confilict of interest theory. Related debt-for-equity swap can cutdown the cost, increase efficiency and improve the asset-liability ratios of firms, but it alsocan harm the interested party when affiliated person abuse association.The third part is problems and regulation reasons of related debt-for-equity swap bypractical investigation.By introducing problems in practice, this part discusses regulationreasons such as legislative aim undefined, management structure problems, intermediaryreview ineffective, information disclosure incompletely and judicial review formality.Through practical investigation, the writer provides suggestions for regulation on relateddebt-for-equity swap. The fourth part is the suggestions to improve and perfect the regulation on relateddebt-for-equity swap. Through theoretical analysis and practical analysis of relateddebt-for-equity swap above, the writer presents her opinions about the principles of legalregulation, and proposes suggestions of legal regulation on related debt-for-equity swap, suchas definite the purpose and the scope of application, improve the voting system ofshareholder’s meeting and consummate board of supervisors, perfect the informationdisclosure system, perfect the intermediary function and set up judicial substantive review. |
