Research On Debt-to-equity Swap In Bankruptcy Reorganization

Since 1990 s,in order to prevent and resolve the financial risks of commercial banks,China has accelerated the process of policy debt to equity swap.Since the State Council issued the guiding opinions on debt to equity swap of market-oriented banks in 2016,the application of debt to equity swap has become more widely used in the process of bankruptcy reorganization.However,in the process of its implementation,there are some hidden dangers and problems,such as unclear basic attributes of debt to equity swap in bankruptcy reorganization,confusion of operation rules and single way of equity withdrawal.Therefore,in order to make the debt to equity in China's bankruptcy reorganization develop better in theory and practice,this paper analyzes the attributes of debt to equity,the deficiencies in the specific operation and the protection of shareholders' rights and interests after debt to equity based on the concept and legal significance of debt to equity,and puts forward legal suggestions for further improvement of debt to equity in China's bankruptcy reorganization In order to establish a more perfect mechanism of debt to equity swap.First of all,through the introduction and elaboration of the concept and function of bankruptcy reorganization,as well as the concept,type and function of debt to equity,this paper discusses the significance of commercial debt to equity in the bankruptcy reorganization procedure as a whole.Secondly,combined with the latest documents on market-oriented debt to equity swap issued by the State Council,it is determined that the types of bankruptcy reorganization enterprises that are applicable to debt to equity swap should have the possibility of regeneration,and it is also deeply analyzed that the basic attributes of debt to equity swap in bankruptcy reorganization,whether they are regulated by the company law and the enterprise bankruptcy law of China,so as to make clear that debt to equity swap in bankruptcy reorganization is in operation At the same time,it should be regulated by the company law.Thirdly,it deeply analyzes the voting problems of the debt to equity plan and the overall reorganization plan including the debt to equity plan.It holds that the adoption of the former should be agreed by every creditor,and the voting of the latter should be subject to the principle that the minority is subordinate to the majority.Finally,the paper discusses the placement and withdrawal of the new shareholders,in order to better protect the interests of creditors.In view of the above-mentioned theoretical and practical problems of debt to equity swap in bankruptcy reorganization,this paper puts forward some legal suggestions,such as building a perfect debt to equity swap system in bankruptcy reorganization,which mainly includes operating in accordance with the provisions of the company law and the enterprise bankruptcy law of China,determining the standardized conditions for the use of debt to equity swap,standardizing the implementation procedures of debt to equity swap,and implementing the combination of common shares and preferred shares In addition,the paper puts forward some legal suggestions to build a complete system of debt to equity implementation,including the establishment of legal supervision system,the improvement of social security system for employees,the improvement of enterprise management structure and the establishment of a modern enterprise system,as well as the enhancement of the protection of the interests of creditors In order to make the debt to equity system more perfect.