The Application Of Law Of Agreed Repurchase Equity Financing

The agreed repurchase equity financing transaction is an equity financing with the characteristics of capital preservation and income protection,and designed and arranged by the parties through the contractual joint method.According to the agreed repurchase of equity-type financing transaction arrangements,investors have obtained equity,but the content of equity is different from that of ordinary equity,and the economic characteristics of equity are similar to the economic characteristics of debt.The inconsistency of rights and characteristics has caused many difficulties in the application of law.In order to determine a unified legal application path,this article starts with the current situation of the transaction and grasps the comprehensive and objective transaction content.Secondly,this article explores the true meaning of the parties through contract interpretation.Based on the true meaning of the parties as equity financing,this article draws the conclusion that the transaction is an equity capital increase by clarifying the standard theory of the distinction between equity and debt.The necessary part of the transaction is the investor's exit link,and the investor exits the company through the equity repurchase agreement.When the transaction is an equity capital increase,the agreement of the financing that company to repurchase equity violates the mandatory effectiveness provisions of the Company Law.However,freedom of contract and company control can coexist.The coexistence path is to apply the company control provisions to the contract implementation stage.When a financing company goes bankrupt,the performance of the contract is also regulated by the Bankruptcy Law.This article consists of five parts,and the specific content is described as follows:The introduction mainly explains the background and significance of the research on the agreed repurchase equity financing transaction.The first chapter includes the status quo and dilemma of agreed repurchase equity financing transactions.This chapter sorts out the current status of transactions from the background,main types and main terms of transactions.Judicial rulings “different judgments in the same case” for disputes arising from transactions,so this chapter summarizes the plight of transactions in the application of law.The second chapter explores the true meaning of the parties to the agreed repurchase equity financing transaction.This chapter uses the method of contract interpretation and combines the economic factors in commercial transactions to explain the contents of the contract entered into by the parties to the transaction,and draws the consensus conclusion of the parties' equity increase.However,the parties to a transaction may construct a consensus on equity.This chapter separately discusses the judgment standards and external effects of the parties that constitute conspiracy and hypocrisy.Chapter 3 discusses the qualitative methods of transactions based on Chapter 2.In this chapter,during the process of type acquisition,the distinction criteria of equity and debt are studied.The qualitative standards of economic substance in tax law and the industrial and commercial registration standards in judgments are also analyzed and explained in this chapter.Chapter 4 discusses the effectiveness of the company's repurchase agreement based on the conclusion of Chapter 3 on the nature of equity.The parties to the transaction enjoy the freedom of contract,but the content of the contract may be regulated by the Company Law.This chapter first clarifies the content of regulation,and then explores the path of coexistence of freedom of contract and corporate regulation.This chapter also discusses the impact of the Bankruptcy Law on the application of coexistence paths when a financing company goes bankrupt.