| As an alternative way to deal with bad debts when facing financial difficulties,debt to equity swap is the result of free choice based on the principle of will autonomy.In the late1990 s,in the context of the Asian financial crisis and the reform of state-owned enterprises,China began to implement the first round of debt to equity swap to help state-owned companies dispose of non-performing assets to restore corporate vitality.In the new historical period of deepening reform and opening up in China,in order to further promote the supply side structural reform,the State Council issued the opinions of the State Council on actively and steadily reducing the leverage ratio of companies on October 10,2016,which means that China has opened a new round of debt to equity swap.The new round of debt to equity swap is characterized by marketization,which emphasizes the decisive role of the market in solving the financial difficulties of the company through market-oriented debt to equity swap.Unfortunately,the new round of market-oriented debt to equity swap is in the ascendant,lack of theoretical response,inadequate legal regulation,and the existing problems need to be solved.Therefore,following the research idea of "theoretical overview-Practical Investigation-problem analysis-countermeasures and suggestions",this paper discusses the legal issues arising from the implementation of market-oriented debt to equity swap in order to respond to the needs of practice.In addition to the introduction and conclusion,this paper is divided into four parts,as follows:The first part is an overview of the theory of market-oriented debt to equity swap.This part first combs the connotation of market-oriented debt to equity combining with the background of the emergence of market-oriented debt to equity,and makes a brief analysis of the legal basis of debt to equity based on the main theory of debt investment in the current academic circle.The second part is the practice of market-oriented debt to equity swap.This part sorts out the current debt repayment mode and fund mode in the market-oriented debt to equity swap,roughly sorts out the implementation progress of the market-oriented debt to equity swap,and collects and introduces the typical practical cases since the implementation of the market-oriented debt to equity swap.The third part is the legal dilemma analysis of market-oriented debt to equity swap.This part combs the legal dilemma in the practice of market-oriented debt to equity swap.It mainly includes four problems: the legal nature of market-oriented debt to equity swap is unclear,the incorporation mechanism of equity swap enterprises is not perfect,the rights and interests of equity swap shareholders are vulnerable,and the equity exit mechanism of equity swap shareholders is not perfect.The fourth part is the countermeasures and suggestions to improve the market-oriented debt to equity swap.This part puts forward suggestions for the above problems.It includes four aspects: making clear the nature of debt investment in the market-oriented debt to equity swap,making clear the positive selection standard of the market-oriented debt to equity swap enterprises,improving the protection mechanism of the interests of the shareholders who convert shares,and improving the withdrawal mechanism of the shareholders who convert shares. |
