Research On The Judicial Recognition Of The Legal Nature Of "Express Shares But Real Debts" In Corporate Financing

In the field of organic law and contract law,equity and debt are two different rights with different legal status,but in the economic reality of corporate finance,the financing structure is often characterised by a mixture of equity and debt.As one of the new financing tools with the characteristics of a mixture of equity and debt,the "explicit equity and debt" is widely used in corporate financing.Disputes arising from "explicit shares and debts" always focus on the legal nature,but the legal nature of what to determine and how to determine,the judicial and academic circles have not reached a definitive conclusion.In this paper,we take the legal nature of "express shares but real debts" in corporate finance as a research issue,summarise its basic structure from practice,clarify the scope of research,examine the elements that affect judges’ determination of its nature,distil the path of adjudication in practice,deconstruct it and examine the elements in doctrine and jurisprudence to remove its errors.Finally,a new theoretical tool is used to try to construct a more reasonable path to the determination of its nature by combining the results of empirical research.The first part is the introduction,which presents the background of the study and then takes an influential case of a controversy over "express shares in real debt" in corporate finance as an example to raise the issue of how to determine the legal nature of "express shares in real debt" and explain the significance of the study.Afterwards,through a review of the existing literature,four views on the nature of "explicit equity in real debt" are summarised and reviewed.This is followed by an explanation of the research paradigm of this empirical study,the sources of the sample data,the framework of the paper,and possible innovations and shortcomings.The second part is the basic construction of "explicit equity in real debt",which is both an overview of "explicit equity in real debt" and the logical starting point of the paper.It starts from the definition of "equity investment with repurchase clause" in the current regulatory text,and draws a clear distinction between conditional and maturity agreements,and clarifies the scope of the following study.This is followed by an examination of the legal structure of "explicit equity investment" by looking at the transaction process of "explicit equity investment" in practice,laying the groundwork for the following empirical evidence.The third part of the paper examines the factors influencing the legal nature of the "explicit shares in real debt".By typifying the 340 judgments screened out,the paper divides them into three categories according to the differences in the nature of the judgments,namely,debt,shares and no nature determination.After examining each of the three categories of cases,the elements that influenced the judges’ decisions behind the three different judgments are derived.The fourth part is an analysis of the above empirical results,which distills and summarises the nature determination paths of judges in practice under the dual consideration of "internal and external distinction",deconstructs them,and examines the elements stripped out,concluding that fixed income is not a key element of the nature distinction,that the logic of the nature determination by shareholder qualification is flawed,and that commercialism is prudently applied.The conclusion is that the appearance doctrine should be applied with caution.It also responds to the view put forward in the Ninth Minute that equity cession guarantees are used for identification,questioning their possible violation of the true intent of the parties and pointing out the negative externalities of equity cession guarantees themselves.The last part is a reconstruction of the legal nature of "express shares but actual debts" in a new perspective.In the context of the convergence of equity and debt,the traditional dichotomy of equity and debt fails to provide a sound response to the legal nature of "express equity",and the paper adopts a more diversified perspective of options and rights standards to observe "express equity".In view of the flexible space between shares and debts that has emerged in practice,on the basis of the traditional theoretical distinction between shares and debts,the paper uses a variety of perspectives and analytical tools,combined with the above research,to construct a legal nature determination path that respects the true intention of the parties,gives priority to contractual interpretation,takes into account various elements such as the duration and return of investment,and is not bound by the distinction between shares and debts under special circumstances.