Study On The Legal Issues Of Market-Oriented Debt-for-equity Swap In State-owned Coal Enterprises

Since China's economy has entered the new normal,under the combined action of internal and external factors,the economic and financial environment has become increasingly complex,the operating performance of the real economy has declined to some extent,the corporate leverage ratio is high,and the debt risk has increased,especially the leverage ratio of state-owned coal enterprises approaching the warning value.In order to promote the supply-side structural reform,reduce the leverage ratio and defuse the real debt risk,the state council issued the "guidance on market-oriented bank debt-to-equity swap" in October 2016,which launched the market-oriented debtto-equity swap.Various ministries and commissions have also successively issued a series of supporting measures.This round of debt-for-equity swap follows the principles of marketization and legalization.From the establishment of institutions for implementing debt-for-equity swap,to the selection of target enterprises,to the design of transaction structure,etc.,it is decided by the market players through negotiations.Coal industry is the main force of market-oriented debt-to-equity swap,especially state-owned coal enterprises have an urgent demand for market-oriented debt-to-equity swap.However,the existing market-oriented debt-for-equity swap projects generally have problems such as "explicit equity and real debt" and "fixed income",and some laws and regulations and relevant state-owned assets supervision regulations have also formed institutional obstacles to the promotion of market-oriented debt-for-equity swap.In view of this,in order to realize marketization of state-owned coal enterprise bonds into shares project in the premise of legal compliance,dissolve the debt convertible legal risk in project work,identify trading main body the legal relationship between,this paper takes a state-owned coal enterprise group 2 billion yuan debt market turn project as a case,the paper analyzed the case of each contract and implementation plan,involved in the perspective of object from improving corporate governance,the legal problems in the project implementation process for extraction and analysis.As the trading mode of this case is the mainstream mode of this round of market-oriented debtto-equity swap,involving a large number of trading subjects,complicated legal relations and typical legal issues,this case has a high theoretical and practical research value.Based on this case,the author makes an in-depth analysis of the existing problems in the market-oriented debt-for-equity swap and proposes solutions.Thesis research content includes: first,starting from the basic concept of debt-for-equity,respectively,the categorization of debt-for-equity mode,policy bonds convertible experience,legal basis for the marketization debts into shares,and marketization of state-owned coal enterprises to start the debts into shares,etc.This paper discusses the cause of and the normative documents of the marketization of debt turn to comb.This part is not limited to the introduction of market-oriented debt-for-equity swap from the legal perspective,but adopts the comparative research method and the last round of policy-oriented debtfor-equity swap to accurately grasp the characteristics and key points of market-oriented debt-for-equity swap.Secondly,the paper analyzes the market-oriented debt-for-equity swap project of a state-owned coal enterprise group from the perspective of transaction structure and legal relationship.In the specific discussion,this part adopts the chart method to list the complex trading structure in the way of trading structure chart,and respectively analyzes the subject,object and typical legal relationship in the debt-forequity project.Thirdly,this paper focuses on such problems as "real bonds with real shares","fixed income" and "state-owned assets supervision conflict",which are prevalent in the market-oriented debt-for-equity swap,and explains the causes,influences and legal risks.Finally,this paper innovatively puts forward the idea of classification implementation of market-oriented debt-for-equity swap,that is,from the perspective of investors' investment motivation,market-oriented debt-for-equity swap is divided into financial investment debt-for-equity swap mode and governance debt-forequity swap mode.The difference between the two modes lies in whether investors are involved in the corporate governance of the target enterprises.In addition,the author puts forward some solutions to break down the system barriers and improve the corporate governance structure of the target enterprises.The core purpose of this paper is to fundamentally solve the problem of high debt ratio of state-owned coal enterprises from the perspective of improving corporate governance of target enterprises rather than understanding market-oriented debt-forequity swap as financing behavior or short-term leverage reduction measures.