Research On The Application Of Market-Oriented Debt-to-Equity Swap In Bankruptcy Reorganization Process

In 2016,the State Council promulgated the Opinions on Actively and Safely Reducing the Leverage Ratio and its Attachment,Guiding Opinions on the Debt-toEquity Conversion of Market-oriented Banks(hereinafter referred to as the "Guiding Opinions"),marking the 17 th anniversary Restarted,but unlike the previous round of government-led policy debt-to-equity swaps,"marketization and rule of law" gave new meaning to debt-to-equity swaps,and market-oriented debt-to-equity swaps gave birth to structural reforms and reductions on the supply side.Corporate leverage plays an important role.The Guiding Opinions,as the main legal implementation basis for market-oriented debt-to-equity swaps,briefly outlines the scope of applicable enterprises,debts,implementation methods,and exit channels for debt-to-equity swaps.However,due to the policy of the Guiding Opinions,The color is strong,and the detailed implementation rules are not yet perfect.As for specific issues,it has not yet achieved effective connection with the Corporate Bankruptcy Law,resulting in many problems in the application of market-oriented debt-to-equity swaps in the process of corporate bankruptcy.This article is divided into four chapters.The first chapter is the qualitative part,which analyzes the legal scope definition,legal implementation basis and legal nature of debt-to-equity swaps,and concludes that the legal scope of market-oriented debt-toequity swaps is "increased debt-to-equity swap" and "stock debt-to-equity swap" The legal implementation is based on the conclusion that the creditor's rights are transferred and offset,and that they have dual legal natures,namely,the property of liquidation from the perspective of bankruptcy law and the property of equity investment from the perspective of company law.The second chapter focuses on the analysis of the conflict between the market-oriented debt-to-equity swap when the corporate bankruptcy reorganization procedure is applied and the Corporate Bankruptcy Law,which is specifically embodied as "whether the debt-to-equity program should be subject to the voting rules of the reorganization procedure","Whether the court can force approval of the draft reorganization plan containing the conversion plan" and "whether the debt-toequity conversion plan has been turned back due to the failure of the implementation of the reorganization plan" and explained the above conflict through legal interpretation;Chapter III Analyze the exit dilemma and coping style of debt-to-equity swaps in the bankruptcy and reorganization process.By agreeing and referring to the applicable statutory capital reduction procedures,construct a source system for repurchase funds,resolve conflicts between agreed equity repurchase and capital principles,and ensure debt-to-equity swaps.Withdrawal of stocks;Chapter IV puts forward three other suggestions for the application of debt-to-equity swaps in the bankruptcy and reorganization process.One is to identify the transfer-to-equity transaction model and avoid the "right-to-equity debt" model of debt-to-equity swaps;With reference to the model of stock transfer of "bank affiliates plus limited partnerships" in debt restructuring,the third is to design different types of stock transfers and actively explore the application of debt-to-preferred stocks.Through the discussion of the above four chapters,the legal nature of the marketoriented debt-to-equity swap will be clarified,the conflicts and contradictions between it and the Corporate Bankruptcy Law will be explained,and the exit path for the marketoriented debt-to-equity swap will be cleared,which will further standardize the marketoriented debt-to-equity swap.Applicable to corporate bankruptcy and reorganization procedures to assist companies in getting out of crisis and achieving reorganization success.