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Establish Sound Debt-equity Swap Analysis Of The Legal System

Posted on:2006-10-26Degree:MasterType:Thesis
Country:ChinaCandidate:L Y ZhouFull Text:PDF
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In China, debt-to-equity swap is a brand-new economic activity with great significance to our country, it is produced under specific economic background to improve state-owned enterprise asset-liability ratio and to dissolve financial risks. But because the issue of this great measure has not got the abundant participation of the law circle, legal idea disappearance in system design make each participatory side difference in understanding of this policy, and the relevant documents and practice of the policy still have a lot of conflicts with the current law. Considering this, I try to carry on a comparatively deep analysis on the legal question involving this policy with legal eyes from policy-make to practice, and then put forward the concrete imagination on establishing and improving law system of debt-to-equity swap.  This text is formed by three parts of foreword, text and conclusion, the text amounts to three chapters.  Chapter one a debt-to-equity swap summary, has probed into the meaning, function and risk of the debt-to-equity swap. The debt-to-equity swap of our country is a kind of policy debt-to-equity swap, that is, to sale bad asset of state-owned commercial bank to Assets Management Corporation (AMC) which set up by the country, relatively, AMC as a shareholder participate or control these enterprise, when management condition become better, then through the way of shares transfer or security market, AMC back cash which they formerly input. It emerges under the background of the serious debt problem of the state-owned enterprise and of the potential financial risks of state-run bank. The debt-to-equity swap is concerned by all circles extremely, because it has great function in the following aspects: help the state-owned enterprise to get rid of poverty, strip the non-performing assets of state-run bank, dissolve financial risks, pushing into the commercialized reform of the bank etc. Meanwhile, we should notice too, the enormous risk exists in the debt-to-equity swap, mainly showing in the following aspects: Morals risk, state-run commercial bank, financial system risk, the risk of AMC handling assets, system risks, the risk of local government and the risk of examination and approval procedures.  Chapter two is about the legal system analysis of the debt-to-equity swap. In this chapter, I mainly expound the legal principle foundation of the debt-to-equity swap and conflicts with current law, which do foreshadowing for chapter three establishing and improving law system of debt-to-equity swap. The legal principle foundation of the debt-to-equity swap refers to the law theory correlated with the debt-to-equity swap mainly, including theory of selling creditors right, legal mechanism and theory for the elimination of debt and emergence of shareholder's right etc. Only clear up the legal principle foundation of the debt-to-equity swap, could we find the legal basis for this great action, could realize it in accordance with the law in reality. With the conflict of the current law, I have analyzed mainly those conflicts with "company law", "law for commercial bank", "assurance law"and with equal principle of private law. Only dissolve these contradictions and conflicts constantly, perfect relevant laws and regulations, creating a good legal environment, could debt-to-equity swap be implemented smoothly and achieve the anticipated goal.  In chapter three, I mainly put forward the plot of establishing and improve law system of debt-to-equity swap. In this chapter, firstly, I have introduced the overview of the foreign debt-to-equity swap and have analyzed the debt-to-equity swap systems in U.S.A. and Eastern Europe, then, using these country successful experiences in the course of debt-to-equity swap for reference, I put forward a concrete imagination for establishing and improving law system of debt-to-equity swap. That is, firstly, confirm the operation principle of the debt-to-equity swap;Secondly ,define the standard of entering debt-to-equity swap;Thirdly, develop the capital market and widen the withdrawal path of the stock right of debt-to-equity swap actively ; Fourthly, perfect the effective operation rule of the debt-to-equity swap;Fifthly, perfect the external condition of the debt-to-equity swap.
Keywords/Search Tags:Debt-to-equity swap, Creditor's rights, Stock rights, Assets Management Corporation (AMC)
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