The Legal Analysis Of Asset Management Plan In Enterprise Mergers And Acquisitions

In the remarkable “Baoneng-Vanke Controversy”,Baoneng applied structured asset management plan as a tool of leveraged buyout.The legal attributes and supervision of this brand new financial tool raise the education circles and related department's concern.The scholars hold different opinions on structured asset management plan,while the contract theory and trust theory can't exactly define it.There are several same characters between structured asset management plan and SPV.So,from the point of SPV,defining structured asset management plan as unincorporated organization,we can consider the legal status and legal capacity of structured asset management plan with asset partitioning theory.After analyzing the legal attributes and legal status of structured asset management plan,we discuss the right to vote of asset management plan.In addition,the contractual management reveals fact that the inferior tranche controls the asset management plan completely.It also challenges the current principles of actual controllers and coordinated actors.So,how to convert contractual management to organizational management,combining the weak independence of asset management plan.Compared with the management of similar organization,we can construct a reasonable internal governance and external supervision,making the asset management plan develop under effective management.