我国杠杆收购融资的法律困境与完善
发布时间：2019-06-10 06:54
【摘要】：杠杆收购融资的本质就是举债收购,即以债务资本作为主要融资工具。这些债务资本多以被收购公司资产为担保而得以筹集,故颇似房地产抵押贷款。党的十八大报告指出,要“深化金融体制改革,健全促进宏观经济稳定、支持实体经济发展的现代金融体系,发展多层次资本市场”。杠杆收购是经济发展的重要推动力。中央高度重视科学发展、创新驱动,而优化杠杆收购的融资方式对创新驱动有着巨大的推动作用。在资本市场中,资金流动迅速、博弈纷繁激烈。没有规矩,不成方圆。如果没有法律提供市场运行规则,资本市场必然陷入失序和混乱的境地。回顾我国资本市场成长道路,纵览发达国家资本市场发展历程,我们可以得到一个启示：“法治兴则市场强,法治弱则市场衰。”但是我国现在关于杠杆收购融资的法律制度没有体系化、很多部分都是法律真空地带,非常不利十杠杆收购融资的进行,杠杆收购融资的方式的法律进程严重滞后。 本文针对杠杆收购融资的三种主要融资方式,优先股法律制度、高收益债券法律制度、私募股权基金法律制度详细研究。先研究我国这三种融资方式的法律困境,再对照美国相应的法律制度,得出我国这三种融资方式的完善措施。 全文共分为四章。 第一章为了能对杠杆收购融资有一个初步的认识,本文首先介绍了杠杆收购融资的概念及特点,融资方式,融资操作流程。然后提出构建杠杆收购融资法律制度的意义。最后提出构建杠杆收购融资法律制度的基本原则,应该在经济效率和意思自治的原则下构建杠杆收购融资法律制度。 第二章首先梳理优先股、高收益债券、私募股权基金现有法律制度框架。然后在对我国这三种融资方式现状分析基础上,指出了这三种融资方式的困境。 第三章详细介绍了美国优先股法律制度、高收益债券法律制度、私募股权基金法律制度,为完善我国这三种融资方式法律制度提供了有益的借鉴。 第四章在借鉴美国经验的基础上,提出完善我国优先股法律制度、高收益债券法律制度、私募股权基金法律制度的措施。
[Abstract]:The essence of leveraged buyout financing is debt buyout, that is, debt capital is the main financing tool. Most of these debt capital is secured by the assets of the acquired company, so it is quite like a real estate mortgage. The report of the 18th National Congress of the Communist Party of China (CPC) pointed out that it is necessary to "deepen the reform of the financial system, improve the modern financial system that promotes macroeconomic stability, support the development of the real economy, and develop a multi-level capital market." Leveraged buyout is an important driving force for economic development. The central government attaches great importance to scientific development and innovation drive, and optimizing the financing mode of leveraged buyout plays a great role in promoting innovation drive. In the capital market, the capital flows rapidly, the game is numerous and fierce. There are no rules, there are no circles. If there is no law to provide the rules of market operation, the capital market is bound to fall into disorder and chaos. Looking back on the growth road of China's capital market and reviewing the development process of capital market in developed countries, we can get a enlightenment: "the rule of law leads to a strong market, and a weak rule of law leads to the decline of the market." However, there is no systematization of the legal system of leveraged buyout financing in our country, and many parts are in the legal vacuum zone, which is very disadvantageous to the development of leveraged buyout financing, and the legal process of leveraged buyout financing is seriously lagging behind. In this paper, the three main financing methods of leveraged buyout financing, preferred stock legal system, high-yield bond legal system, private equity fund legal system are studied in detail. This paper first studies the legal predicament of these three financing methods in our country, and then compares with the corresponding legal system of the United States, and obtains the perfect measures of these three financing methods in our country. The full text is divided into four chapters. In the first chapter, in order to have a preliminary understanding of leveraged buyout financing, this paper first introduces the concept and characteristics of leveraged buyout financing, financing methods, financing operation process. Then it puts forward the significance of constructing the legal system of leveraged buyout financing. Finally, the basic principle of constructing the legal system of leveraged buyout financing is put forward, and the legal system of leveraged buyout financing should be constructed under the principle of economic efficiency and autonomy of will. The second chapter first combs the preferred stock, high yield bond, private equity fund existing legal system framework. Then, on the basis of analyzing the present situation of these three financing methods in China, this paper points out the difficulties of these three financing methods. The third chapter introduces in detail the legal system of preferred stock in the United States, the legal system of high-yield bonds and the legal system of private equity funds, which provides a useful reference for perfecting the legal system of these three financing methods in our country. The fourth chapter, on the basis of drawing lessons from the experience of the United States, puts forward the measures to perfect the legal system of preferred stock, the legal system of high-yield bonds and the legal system of private equity funds in China.
【学位授予单位】：上海师范大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：D922.287
本文编号：2496264
[Abstract]:The essence of leveraged buyout financing is debt buyout, that is, debt capital is the main financing tool. Most of these debt capital is secured by the assets of the acquired company, so it is quite like a real estate mortgage. The report of the 18th National Congress of the Communist Party of China (CPC) pointed out that it is necessary to "deepen the reform of the financial system, improve the modern financial system that promotes macroeconomic stability, support the development of the real economy, and develop a multi-level capital market." Leveraged buyout is an important driving force for economic development. The central government attaches great importance to scientific development and innovation drive, and optimizing the financing mode of leveraged buyout plays a great role in promoting innovation drive. In the capital market, the capital flows rapidly, the game is numerous and fierce. There are no rules, there are no circles. If there is no law to provide the rules of market operation, the capital market is bound to fall into disorder and chaos. Looking back on the growth road of China's capital market and reviewing the development process of capital market in developed countries, we can get a enlightenment: "the rule of law leads to a strong market, and a weak rule of law leads to the decline of the market." However, there is no systematization of the legal system of leveraged buyout financing in our country, and many parts are in the legal vacuum zone, which is very disadvantageous to the development of leveraged buyout financing, and the legal process of leveraged buyout financing is seriously lagging behind. In this paper, the three main financing methods of leveraged buyout financing, preferred stock legal system, high-yield bond legal system, private equity fund legal system are studied in detail. This paper first studies the legal predicament of these three financing methods in our country, and then compares with the corresponding legal system of the United States, and obtains the perfect measures of these three financing methods in our country. The full text is divided into four chapters. In the first chapter, in order to have a preliminary understanding of leveraged buyout financing, this paper first introduces the concept and characteristics of leveraged buyout financing, financing methods, financing operation process. Then it puts forward the significance of constructing the legal system of leveraged buyout financing. Finally, the basic principle of constructing the legal system of leveraged buyout financing is put forward, and the legal system of leveraged buyout financing should be constructed under the principle of economic efficiency and autonomy of will. The second chapter first combs the preferred stock, high yield bond, private equity fund existing legal system framework. Then, on the basis of analyzing the present situation of these three financing methods in China, this paper points out the difficulties of these three financing methods. The third chapter introduces in detail the legal system of preferred stock in the United States, the legal system of high-yield bonds and the legal system of private equity funds, which provides a useful reference for perfecting the legal system of these three financing methods in our country. The fourth chapter, on the basis of drawing lessons from the experience of the United States, puts forward the measures to perfect the legal system of preferred stock, the legal system of high-yield bonds and the legal system of private equity funds in China.
【学位授予单位】：上海师范大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：D922.287
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