Legal Study On The Issue Of Creditor's Right Investment In Perspective Of Corporate Law

Though the roots of the creditor's right extend back more than centuries, recent trends in corporate practices and recent developments in corporate law have intensified the development on the subject of creditor's right investment. Not fulfilling the original purpose which the designers created, the reasons for the under-utilization of this issue since created have to date. Failure to keep respondent to the recent trade practices, any reform on the remedy would have alternated between retreat and expansion on the original basis.This increased attention to creditor's right investment not only has refocused the academic world on the revaluation of the remedy's theoretical value, but also has dedicated their intelligence to the resolution. This Article analyses the theory and types of creditor's right, and makes recommendations that will provide optimal use of the remedy in the future.Chapter 1 researches on the first case of debt-to-equity swap, which indicated the possibility of investment in creditor's right. In China the restrictions on capital offering patterns are not enough to fit the tendency of creditor's right investment, needed to clarify the connotation and extension of the issue.Chapter 2 describes vantage ground of creditor's right and the development of the theory of assets credit and non-monetary investment, then analyzes the jurisprudential foundation of investment in form of creditor's right. Existence of creditor's right investment remains a life in the present, providing a more efficient form to invest, breaking non-efficiency under the background of capital credit.Chapter 3 discusses the feasibility and defects of the contractual right investment, asserts that not all contractual rights are qualified to invest. The premise behind it is that not all contractual value is clear enough to provide funds for the company. Thereby, based on sake of company, the fair value of the subject, negotiability, and unilateral nature of contract should be concerned.Chapter 4 observes the possibility of non-contractual right investment, analyses its rationality and defects, thereby reasons why the claims based on voluntary service, unjustified enrichment, and infringement of personal right unsuited to invest. But the rationality of investing by claims from property tort and unilateral promise calls into question. If there is no exclusivity in the agreement, the shareholders therefore remain free to invest in these forms above.Chapter 5 emphasizes the special area of creditor's right investment, compares the different properties among bonds, convertible bonds, and commercial papers, with the conclusion that these right with high securitization are also suitable to invest in commercial practices.Chapter 6 makes recommendations on how to improve creditor's right invest in China, analyses related statutes in the revised company law, discusses separately the following issues as the principle of system of creditor's right subscription, how to intensify the use of creditor's right investment, strengthen the procedure control of rights delivery and innovate value process.