Study On Legal Issues Of Debt-to-equity Swap In Bankruptcy Reorganization

Bankruptcy reorganization is an important way for distressed enterprises to resume reconstruction and get rid of business difficulties.The application of debt-to-equity swaps in bankruptcy and reorganization of distressed enterprises can not only reduce the debt of distressed enterprises,ease the crisis of corporate debt settlement,stimulate the vitality of enterprise development,and is more likely to help creditors reduce credit losses and maximize their own creditor's rights.However,China's current legislation has not yet issued a special law to directly regulate the bankruptcy and restructuring of debts.Therefore,the implementation of debt-for-equity swaps in bankruptcy reorganization has encountered many legal dilemmas.The author believes that in order to make the debt-to-equity swap smoothly implemented in bankruptcy and reorganization,in order to fully protect the legal rights of all parties,it is necessary to analyze the legal dilemma faced by debt-for-equity swaps at different stages of bankruptcy reorganization and propose The only solution is to effectively play the role of bankruptcy and reorganization of debt-to-equity swaps,so that the distressed enterprises can resume normal operations,and the interests of creditors can be maximized,thus further maintaining market order and social stability.Therefore,this article will conduct legal research on the legal issues of debt-for-equity swaps in bankruptcy reorganization.This article is divided into four parts:The first part is a basic overview of the bankruptcy reorganization of debt-for-equity swaps.Firstly,it introduces the different debates on the concept of bankruptcy reorganization in academic circles,and then introduces the author's definition of bankruptcy reorganization concept,and analyzes the function of bankruptcy reorganization,and proposes different modes adopted by enterprises in bankruptcy reorganization,which leads to the paper's The theme——the debt-to-equity swap model in bankruptcy reorganization;then the author starts from the general debt-to-equity swap,analyzes the specific meaning of debt-to-equity swap in bankrxptcy reorganization,and proposes that bankruptcy and reorganization debts are all market-oriented.Under the premise of debt-to-equity swap,and specifically to discuss the debt-to-equity swap-type debt-to-equity swap;secondly,the author discusses the practical significance of bankruptcy reorganization debt-to-equity swap from the perspective of restructuring enterprises and creditors;finally,the author analyzes Bankruptcy and reorganization of debt-to-equity swaps in China's current legislative status and corresponding policies reflect the value trend.In the second part,the author mainly discusses the basic theoretical issues of bankruptcy and restructuring debts.First of all,the author analyzes the creditor's rights and equity in the bankruptcy and reorganization of debts.Secondly,the author focuses on the legal property of the conversion of creditor's rights into equity in bankruptcy and reorganization,and believes that it has both the legal property of debt financing and debt.Legal property of liquidation.Therefore,the debt-to-equity swap under the bankruptcy reorganization framework has dual legal attributes and should be regulated by different laws.Secondly,the author analyzes that the implementation of bankruptcy and reorganization of debt-to-equity swaps should follow the principle of interest balance,and at the same time pay attention to guarantee the maximization of creditors' interests;and analyze the changes in the legal relationship inherent in bankruptcy and restructuring debts,in the bankruptcy reorganization mode.Before the implementation of the debt-to-equity swap,the legal relationship between the creditor and the debt-based enterprise is the legal relationship of the debt.After the debt-for-equity swap,the creditor becomes the shareholder of the convertible enterprise.The third part begins with the legal problems arising from the implementation stage of bankruptcy and reorganization of debts,and discusses the difficulties encountered in the implementation of bankruptcy and reorganization.Firstly,based on the discussion on the feasibility of the creditor's contribution,the author analyzes whether the implementation of debt-to-equity swaps in bankruptcy and reorganization violates the principle of capital enrichment.From the perspective of protecting the creditor's right to choose debt-to-equity swaps,it analyzes the duality.The principle of majority decision and the court's compulsory approval to force creditors to carry out debt-to-equity swaps,and the relevant disputes raised by scholars were analyzed,and the basic legal relationship behind the scholars' disputes was analyzed.Moreover,the author believes that The peculiarity of the whole enterprise,the implementation of debt-to-equity swaps in bankruptcy reorganization tends to lead to imperfect corporate governance structure of the stock-transforming enterprises,including the misplacement of internal corporate governance.After the conversion,the creditors have limited role in the board of directors.After the conversion,the creditors face identity.The challenges brought by the conversion and other issues;and analysis of the creditor's equity exit after the conversion of shares due to equity listing and listing,transfer,repurchase and other ways have different exit risks.In the fourth part,this paper starts from the principle of balance of interests,and puts forward corresponding suggestions for the above-mentioned legal issues,in order to propose reasonable suggestions for the application of law in the perspective of the actual implementation of bankruptcy and reorganization of debts.The author first believes that the evaluation of creditor's rights on the basis of the autonomy of the parties is not in violation of the capital accrual principle of the company law;after the debt-to-equity swap,the original creditor's debt relationship has been eliminated,and the creditors are not allowed to withdraw capital.Secondly,the author clearly stated that the debt-to-equity swap scheme requires the consent of each creditor,and the creditor has the right to choose debt-to-equity swaps,which is not subject to the majority decision of the creditors' meeting and the court's compulsory approval of the reorganization plan.In terms of corporate governance structaure to improve conversion,I think we can take the introduction of dual-class stock structure,the board of directors constitute a sound mechanism,a clear positioning of debt,establish measures and other incentives.Finally,a way to exit the equity risk prevention,including the creditors' claims into preferred shares,and improve our existing equity market and broaden debt exit route and other measures.