A Study On The Legal Issues Of Equity Protection Of Shareholders In Debt To Equity Swap

In order to reduce the leverage ratio of enterprises,market-oriented debt to equity swap is a means of integrating the creditor’s rights of Companies in China into equity swap enterprises.The essence of debt to equity swap is to help debt enterprises with more debt to reduce their bad debts,and to invest in debt to equity swap enterprises to obtain equity.The full play of the tool value of market-oriented debt to equity swap not only affects the realization of China’s supply side economic reform strategy,but also determines whether the enterprises in trouble can use the way of debt restructuring to get out of economic difficulties,so as to ensure that the national economy can be improved and reduce the leverage ratio of national enterprises.In the above aspects,debt to equity swap plays an important role.In recent years,with the steady growth of China’s economy,economic structural imbalance has become an important factor affecting the relationship between market supply and demand.China’s market-oriented economy is facing structural differentiation.In order to improve the structural imbalance of the market economy,the state adjusts the structural problems of the supply side economy and optimizes the supply side mechanism(that is,the supply side structural reform).The debt to equity swap,which has been implemented in China and effectively solved the non-performing loans of commercial banks,improved the economic environment and helped the debt enterprises in trouble to solve the debt dilemma,has been proposed.However,in order to adapt to the current market-oriented economic environment,the economic concept of "let the market play a decisive role in resource allocation" has been deeply implemented.In the implementation of debt to equity swap,it is called "marketization" for short.On the one hand,the market-oriented debt to equity swap can effectively reduce the leverage ratio of enterprises in a short period of time.On the other hand,the operation mode of "marketization" also helps enterprises to introduce multiple property rights structure and realize the reform of mixed ownership.Therefore,the market-oriented debt to equity swap is widely used by enterprises in trouble,and it also provides an important "tool" value for improving the supply side structural reform.This paper is divided into four chapters to discuss the rights of shareholders in the market-oriented debt to equity swap.The first chapter mainly discusses the basic theory of debt to equity swap system.According to the analysis of the concept and essence of the market-oriented debt to equity swap system,the comparative study of the policy debt to equity swap system and the market-oriented debt to equity swap system,the discussion of the characteristics of the market-oriented debt to equity swap system,and the analysis of the main body of the market-oriented debt to equity swap system,This paper discusses the shareholders’ rights enjoyed by the market-oriented debt to equity swap creditors(i.e.the shareholders after the debt to equity swap)after they enter the debt to equity swap enterprises(borrowing enterprises)and the deficiencies in the protection of their rights,so as to demonstrate the importance of studying the legal system of debt to equity swap and the necessity of protecting the equity of the market-oriented debt to equity swap shareholders.The second chapter mainly discusses the theoretical defects in the actual exercise of shareholders’ equity.This paper puts forward and analyzes four major problems of market-oriented debt to equity swap,namely,the vague protection system of equity swap,the imperfect exit mechanism of equity swap,the irregular pricing of equity swap,and the insufficient legal basis of equity swap repurchase.The third chapter mainly discusses the problems existing in the practice of market-oriented debt equity swap.In the form of cases,this paper puts forward and analyzes five major problems,such as the difficulty of market-oriented debt to equity swap,the insufficient ability of swap shareholders to exercise substantive shareholders’ rights,the non market trading behavior in debt to equity swap,the withdrawal of swap equity in debt to equity swap,and the litigation involved in the swap.In the fourth chapter,through the study of the above problems,the author puts forward the legal norms of strengthening the protection of the equity of the shareholders,accurately selecting the target enterprises of debt to equity swap,standardizing the internal governance mechanism of the enterprises,standardizing the pricing of debt to equity swap,setting up a special decision-making mechanism for the shareholders,improving the channels of equity swap repurchase,and reducing the government’s improper intervention We should strengthen the protection of equity in the process of equity conversion and withdrawal.