| Private equity funds are trending in the current financial market,playing an important role in bringing sources of capital for corporate financing.Among its four major stages of operation,namely "fund-raising,investment,management,and exit",the "exit" stage definitively determines whether it can really harvest the return on investment.Among various approaches to exit of private equity funds,the liquidation exit has not received much attention from scholars.At present,the country is vigorously promoting the reform of the exit mechanism of market entities.The revision of the corporate bankruptcy law and the perfection of the dissolution system for companies have all been put on the agenda by the authorities.Therefore,the exploration of this thesis into the path of liquidation and exit of private equity funds is of practical significance.The purpose of this thesis is threefold:first,to offer guidance to legal practice by sorting out key issues in the liquidation exit process of private equity funds and by delineating their boundaries;second,to provide reference for future private equity funds to achieve exit and set up channels through comparison with relevant laws and regulations in the United States and other countries;third,from the perspective of private equity fund investment,to give suggestions concerning the update and improvement of relevant laws and regulations.The whole thesis is divided into six chapters.The first chapter is the preface.It mainly introduces the current background and significance of private equity investment research,the current legislation and research basics in the field of private equity funds and liq uidation,and the research methods of this thesis.The current legislation for private equity funds is being perfected but there is still a long way to go,and in response to the "private equity fever" in practice,research monographs in the field of private equity funds also keep coming out;there are also numerous researches in the field of liquidation,including comprehensive research on commercial entities and sub-topics such as the protection of creditor interests.However,there are few that combine the two at present,which is an important innovation point of this thesis.In terms of research methods,this thesis mainly uses literature collection method,case analysis method and comparative analysis method to achieve the research purpose.The second chapter mainly covers private equity funds and their exit mechanism,and raises key questions in the following chapters.Private equity funds can be decomposed into three concepts of "private","equity" and "fund" for digging.The thesis defines its connotation as a comprehensive investment activity from the seed stage to the pre-IPO stage.The localization of private equity funds has gone through decades.The current characteristics of private equity funds in China mainly include its aiming at the blue ocean market,intensification of the Matthew Effect,and greater emphasis on risk aversion.From the perspective of organizational form,private equity funds can be divided into three categories:corporate,limited partnership and trust private equity.The main exit methods of private equity funds include IPO,mergers and acquisitions,share repurchases and liquidation.The IPO is currently in a favorable period due to the reform of its institution.The liquidation exit of private equity funds can be further divided into non-bankruptcy liquidation and bankruptcy liquidation.The third chapter is mainly about the initiation of the liquidation exit procedures of private equity funds,which is also the beginning of the whole logic.This chapter first introduces some excellent practices outside the territory as reference objects for liquidation exit.From the perspective of the initiation of the non-bankruptcy liquidation exit procedure,the legal rights and interests of private equity funds as minority shareholders in the usual sense failed to bring the smooth exit results as expected.The current domestic compulsory dissolution and compulsory liquidation practices still need to be perfected with updated provisions;from the perspective of the initiation of the bankruptcy liquidation exit procedure,shareholders currently do not have the right to initiate the procedure,and small and medium shareholders are likely to be coerced by the will of other groups in their exit options.The fourth chapter is about the discussion of an important system of private equity funds-the domestic application of liquidation priority.From the perspective of overseas systems,the design of foreign preferred stock systems is mainly divided into authorized and statutory legislative models based on the difference of common law and civil law systems.This chapter then elaborates on the arrangement of priority liquidation rights under the preference share system.Priority liquidation rights can be further divided into participation,non-participation,and upper-limit categories.The domestic effectiveness analysis of the liquidation priority clauses mainly involves Paragraph 2 Article 186 of the Chinese Company Law.The chapter then verifies the domestic judicial precedents represented by the Lin Yu case,proving that judicial practice recognizes this system.The fifth chapter is about the "de jure investment,de facto loan" issue encountered by private equity funds in practice,which reflects financial supervision problems behind it.The key elements of "de jure investment,de facto loan" issue are that the investor can guarantee fixed return through a series of transactions and ensure the recovery of the principal afterwards.There is also a certain connection between "de jure investment,de facto loan"issue and the valuation adjustment mechanism.At present,judicial practices are divided over the judgment of the nature of equity or debt in cases.It needs to be determined based on the merits of the case.However,in the case involving private equity investors,out of the motive to protect the interests of creditors and other bona fide third parties,the transaction is usually regarded as an equity-natured one.At the end of this chapter,a brief introduction to British is given to American and British financial supervision.The sixth chapter as a summary chapter proposes suggestions on the construction of the current domestic private equity fund liquidation exit system,mainly including:broadening the liquidation initiation procedures and improving the market exit mechanism;speeding up the exploration of priority liquidation related systems and promoting the pilot of financial innovation supporting tools;levelling up liquidation compliance and formulating reasonable regulatory policies.The last chapter is the conclusion part,summarizing the full text and setting out the main points and conclusions of this thesis.Through the study of the above content,this thesis aims to provide a new perspective for the construction of the private equity fund exit system,and to do a little bit for the improvement of domestic financial system. |
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