Research On Legal Issues Of Stock Repurchase

Stock repurchase has gradually become a hot issue in practice in recent years,and it has become normal for limited liability companies to carry out stock repurchase based on their own various needs.However,as to whether a limited liability company can repurchase the company's equity,how to regulate the implementation of equity repurchase,the legislation does not clearly stipulate,and the judicial judgment link is also inconsistent in determining the effectiveness of equity repurchase.In fact,share repurchase is already a very mature system in the legislative case outside the territory,which is helpful for the maintenance and adjustment of company structure,the scheduling and use of funds,the management and guarantee of assets,and the protection of shareholder rights.beneficial.In order to respond to the needs of the market and also provide clear guidelines for share repurchases,it is necessary to analyze the legal issues in share repurchases and build a viable share repurchase system under the current legal framework.This article consists of three parts: introduction,body and conclusion.The body is divided into the following four parts:The first part mainly conducts type research through cases,sorts out the specific application of equity repurchase in the field of equity incentives,investment and financing,and other agreements in practice,and finds that equity repurchase in various scenarios is judged by the court through comparative research The effectiveness is inconsistent,and the court's judgment ideas are also different.The reason for the difficulty in applying the share repurchase in practice is that the lack of legislation regulated by the "Company Law" has led the courts to resort to other laws or to make decisions based on the basic principles of the company law when facing disputes related to share repurchase.However,due to the difference in the understanding of the law and basic principles by the referees,it may cause the application of the law to be wrong or the expanded application of the basic principles.At the same time,the academic community's attitude towards equity repurchase is also inconsistent,and the divergence of theory leads to whether the equity repurchase can be effectively applied in practice is also full of variables.The second part mainly discusses the legal function of equity repurchase.Through the similar "dissenting shareholders' equity acquisition request right" and "share repurchase" system,theories and laws are analyzed to clarify the connotation and extension of equity repurchase.Equity repurchase is not only a way for shareholders to withdraw from the company,nor can it of course follow the design ideas of the share repurchase system,which requires special legal regulations because of its unique legal functions.In addition,since the share repurchase is generally agreed in the agreement by both parties in practice,the effectiveness of the share repurchase should be defined from the perspective of the "Company Law" and the "Contract Law",and the validity of the share repurchase contract should be based on The "Contract Law" rules make a judgment,and whether the share repurchase can be effectively performed requires inspection in the "Company Law" whether it will violate the mandatory provisions and basic principles of the "Company Law" after its implementation.The third part is mainly to discuss the improvement of the implementation path of China's equity repurchase.Through a comparative study of equity repurchase in foreign legislation,we can find some commonalities and key links in the equity repurchase system,that is,equity repurchase can be allowed in principle,but its implementation process needs to be restricted In particular,it is necessary to pay attention to the regulation of the source of repurchase funds and the disposal of equity after repurchase.However,each country 's legislation has its own special time and space background.To improve the implementation path of share repurchase under China 's current legal framework,it should first conform to the relevant systems of the “Company Law” and be adapted to the company 's capital system and governance model.Secondly,from the perspective of the whole process,clarify the link that should be focused on in the implementation of equity repurchase and regulate it in legislation.The fourth part is mainly to discuss the specific application of equity repurchase in debt-to-equity swap based on the market-oriented debt-to-equity swap system,in order to examine whether the equity repurchase can be well adapted to China's existing legal or policy framework.By analyzing the unique application of equity repurchases in debt-to-equity swaps,the impact of equity repurchases on debt-to-equity swaps for debt companies may be analyzed,such as the alienation of regular equity repurchases on the nature of debt-to-equity swaps and equity repurchases The existence of the clauses caused the contradictory conflict between the phased shareholding problem and the policy goal of debt-to-equity swap.Therefore,the application of equity repurchase to market-based debt-to-equity swaps,in addition to complying with the specific regulations of the equity repurchase system,should also adopt a series of special arrangements,such as optimizing corporate equity arrangements,differentiating the risks that cannot be repurchased,etc.Repurchase generates positive incentives for debt-to-equity swaps.