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Research On The Rights Protection Of Limited Partnerships Of Partnership Private Equity Funds

Posted on:2018-11-02Degree:MasterType:Thesis
Country:ChinaCandidate:G Y ZhaoFull Text:PDF
GTID:2346330518450511Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Limited partnership as a traditional form of business entities,in the field of private equity funds can be widely used.In this field,characters based on shareholders in the commercial partnership is gradually weakening with the role of capital,the partnership system is mainly used to achieve the goal that the reduction of tax burden,simplifyingdecision-making process.The partners in the partnership private equity fund are both limited partners and investors.They are disadvantaged in the partnership private equity fund and lack the way to rights protection.On the one hand,to limited partners,participate in Special considerations voting rights,implementation of share pledge,exercise of the right to address inquiries,start derivative action and others,There are many vague and omissions in the law.Need to combine the practice of the situation,And to clarify and supplement the legal provisions.On the other hand,since 2016,The gradual implementation of a large number of private equity fund regulatory system and self-discipline rules,have Conflict with some of the provisions of the Partnership Act,and it should be harmonized.It is precisely because the limited partner rights protection path is not clear,the limited partner rights boundary is not clear,administrative supervision and self-regulation can not be exhaustive.In reality,there are some limited partners involved in the chaos of the partnership fund governance,but also there are limited partners property difficult to realize,limited scope of limited partner supervision,Derivative action is Not worth and other issues.Therefore,this article aims to enumerate and analyze the problems of the limited partners(investors)rights provisions,clear the specific implementation of the way and its rights to exercise the border,under the dual framework of the Partnership Act and the Private Equity Fund Rules.To identify and define the rights and obligations of the limited partner in special circumstances,and finally to sum up and refine the implementation of the right to supervise the rights under the two legal frameworks.In the first part of this article,discussed the theoretical basis and practical significance of the protection of the rights of the limited partners in the partnership private equity fund,and Clear the value of limited partner rights protection.First of all,a limited partner based on the dual status of its fund investors and limited partners of private equity funds to enjoy a legitimate share of the property,Have the basis for the protection of rights.Secondly,there are three problems in the governance of partnership funds: the problem of principal-agent,the adverse selection and moral hazard caused by information asymmetry,the conflict of interest,and need to be protected by macro-supervision and right balance.Finally,from the practical point of view,the protection of the rights of limited partners is conducive to better realize the internal management of the partnership fund checks and balances,to promote the internal management of the Fund to achieve the purpose of limited partner risk control.Therefore,The law should protect the rights of these limited partner.The second part of this article combines the two aspects of "partnership law" and private equity system,from the realization of property rights,special events,supervisory rights and the implementation of litigation rights and other aspects,combing the partnership private equity fund Limited partner(investor)right main content.From the perspective of legal norms combined with the phenomenon of practice,the analysis of the provisions of the legal provisions of the fuzzy issues to discuss the conflict between the system,which specifically presents the current partnership private equity fund limited partner rights protection is missing.The third part of this article,base on the current law to protect the rights of the path,combined with many scholars of different views,Clear the administrative supervision of many shortcomings,clearly through the limited partners should be through the autonomy of the rights protection in the first.Secondly,by analyzing the pros and cons of the limited partner's participation in the governance of the partnership,it is clear that the limited partner should not be given the right to participate in the governance of the partnership.Finally,the analysis and clarification of the limited partners should strengthen their supervision rights,and achieve the interests balance of rights of all partners,and protect the rights of partner.In the fourth part of this article,the realization of rights protection is discussed under the condition of clear supervision right.It mainly includes: standardizing the system of property distribution and circulation,strengthening information disclosure,increasing the right to address inquiries,introducing the Disgorgement of profit,To perfect the direct litigation and derivative action system,contribute the system of removal of partner(compulsory withdrawal from partnership),and further clarifying the bounds of unlimited liability,To further safeguard the interests of the partnership collective.Through the refinement of the system,in order to further achieve the operability,to protect the rights of limited partners.
Keywords/Search Tags:Limited partner, manager, Right protection, Private equity fund as limited partnership, supervision rights
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