Legal Judgment Of Legal Relationship Of Repayment Of Equity Investment

In recent years,with the acceleration of the pace of financial innovation in China,there is a kind of equity investment pattern with the nature of debt in the field of investment and financing,that is,the "fake equity,real debt" in general sense.Under this kind of investment pattern,the two parties will sign the "Repayment terms Equity Investment Agreement"(hereinafter referred to as the "Investment Agreement").From the perspective of the appearance,the investment and financing parties will handle the corresponding equity change registration formalities with the form of equity transfer.However,from the perspective of the repayment terms,it has a certain "debt" characteristics.Because the legal relationship between investment and financing is difficult to determine,the court pays much attention to the definition of the legal relationship between the investment and financing parties under the above-mentioned agreements.In the judicial practice,the court finds that there are differences among such agreements.Besides,few papers in the theoretical circles were published regarding the definition of the legal relations under such agreements.Therefore,the research on this problem has certain value.In the case of the lawsuit of New China Trust on the Harbor City Estates,the judgment of the court has caused widespread concern in the theoretical and practical circles due to the fact that the court used the company's appearanceism to affirm that the accuser,namely New China Trust,had foreign stock equity rather than creditor's rights,and then the accuser lost the judgement,which results in a certain social impact.On the basis of the above problems,the author conducted the study from the judicial perspective through combining with the above case.This paper is divided into five parts.The first part is the introduction.The problem and significance of this study were proposed in the introduction.Besides,the corresponding literature review was conducted regarding the relevant theory of the legal relationship affirmation under the investment agreement.The second part discusses the classification of such agreements and the path of judicial decision in judicial practice.The key of this type of investment agreement is the repayment terms.Thus,the classification of repayment terms is performed in this paper,which mainly include fixed-term equity premium and repayment terms,trust beneficiary right repayment terms and the gambling agreement.In the path of judicial decision,if the guarantee agreement and authentic right disputes are not involved,the court may make the decision only based on the repayment clause.But in the case involved in the guarantee agreement and authentic right disputes,the court shall respond positively to the legal relationship between the two parties.In this case,the court generally considers the true meaning of both sides as a recognized standard.The third part is the comments on the current two opposite identification ideas.The first category is to judicially define the "fake equity,real debt" based on the economic nature of the investment agreement.The author believes that their definition thoughts are different,and they cannot be completely equal.The second category is to define the "fake equity,real debt" according to the company's exteriorism.The author analyzed such referee ideas through combining with the extension of the case of the lawsuit of New China Trust on the Harbor City Estates.The fourth part corresponds to the first idea of the third part,which holds that the definition should be made according to the true meaning expression of the parties.The true meaning expression is the meaning expression owned by the two sides of investment and financing based on the available evidence.The author believes that the affirmation time of the meaning expression should be the moment of the contract signing between the two parties,and proposes to explore the true meaning expression from the dimensions of income arrangements,equity exertion,guarantee and the process of consultation.The meaning expression of the two parties under the investment agreement is not hypocritical,and thus cannot be defined according to the hypocrisy meaning expression theory.At the same time,based on the meaning expression,some researchers in the theoretical and practical circles hold that the two parties have the meaning expression of alienation guarantee under the transaction pattern of investment agreement,and the relations of alienation guarantee exist in the two parties of investment and financing.The plaintiff in this case also have this claim.The author believes that it is not appropriate to define the investment agreement as an expression pattern of alienation guarantee in China through the analysis of the alienation guarantee.The fifth part corresponds to the second idea of the third part,which explores how to identify equity transfer and share repurchase under the right appearance.In the case of the dispute involving a third party's interests,it is necessary to define the “stock” legal relationship between two parties on the basis of the protection of the interests of the third party.In order to balance the interests of the third party,the conversion of stock to debt needs to meet certain requirements according to the repayment.