| Bankruptcy reorganization is an important measure to help enterprises with bankruptcy reasons but also hope for regeneration.The purpose is to make the target enterprises get rid of the debt dilemma and regain their operational capacity.Debt-to-equity swaps are one of the important tools to reduce the debt burden of enterprises and restore their operational capabilities.Converting creditors,mainly commercial banks,into equity in the company can not only give the debtor a chance,but also give creditors the opportunity to recover all their investment.However,due to the strong policy of debt-to-equity swaps implemented in China in the past,the development of market-oriented bank debt-to-equity swaps has been slow,and relevant policies and regulations have been lacking,especially in the case of bankruptcy reorganization.This kind of status quo is not only difficult to meet the needs of the increasing number of bankruptcy reorganization cases,but also is not conducive to the development of China’s bankruptcy law and debt-to-equity theory system.Based on this,this paper studies the basic theory of bank debt-to-equity swap in bankruptcy reorganization,draws on the experience of current legal norms and judicial practice,and focuses on the specific legal issues in the formulation,adoption and implementation of bank debt-to-equity swaps.And put forward suggestions for the reconstruction of corporate governance structure after debt-to-equity swap.The main body of this paper consists of four parts.From the perspective of theory and practice of bank debt-to-equity swap,it analyzes the legal risks and perfect path of commercial bank debt-to-equity swap.The first part is the legal and theoretical basis of bank debt-to-equity swap in bankruptcy reorganization.This part elaborates on the two main points of view on the nature of commercial bank debt-to-equity swap rights and introduces two basics of this round of debt-to-equity swap.In principle,through this part,grasp the background,implementation purpose and value pursuit of commercial bank debt-to-equity swap.The second part,the key link in the process of bank debt conversion,analyzes several key links in the operation process of commercial bank debt-to-equity after starting bankruptcy reorganization,from the selection criteria of target enterprises,the pricing of debt-to-equity swaps,and debt-to-equity swaps.The voting of the program and other angles cut into the analysis of the key points and difficulties of commercial banks’ debt-to-equity swaps.The third part is the risk prevention in the process of bank debt conversion,and describes the specific risks and countermeasures of bank debt conversion in the reorganization process.Due to the imperfect legal system of debt-to-equity swap in China,it may face difficult legal risks and conflicts of interest in the process of formulation,approval and implementation of debt-to-equity swaps.Correctly understanding and effectively solving the above problems will undoubtedly promote the implementation of bank debt-to-equity swaps in bankruptcy and reorganization.The fourth part,the reconstruction of corporate governance structure after debt-to-equity swap,includes a total of three ideas: First,strengthen the legal status of bank shareholders in the ownership perspective,grasp the substantive shareholder rights through indirect or direct shareholding;second,in the perspective of management rights Restrict the rights of the original management,prevent "internal control" and emphasize the restrictions of third-party creditors;third,adjust the supervision body of the reorganization plan,and establish a more comprehensive monitoring mechanism... |
