资产管理公司“债转股”股权回购法律困境剖析

为支持国有企业改革,资产管理公司曾对部分国有企业实行"债转股"并与之签订股份回购协议,随着回购协议被废止,股份回购必须依<公司法>进行.一方面由于<公司法>坚持法定资本制,与此相联,股份回购事由受到极大限制,回购程序要求严格;与此同时,政策性债转股企业的选定及其经营状况也足以表明,即使依据回购的法理,债转股企业亦难以购回自身股份.

An Analysis of the Legal Difficulties in AMCs's Share Repurchase of Debt-Equity Swaps

To support the reform of state-owned enterprises (SOEs), asset management companies (AMCs) have implemented debt-equity swaps in some SOEs and signed repurchase agreements with them. With the nullification of the repurchase agreements, share repurchase must be handled in line with the Company Law of PRC. As the principle of legal capital must be required of in the Law, share repurchase is extremely restricted and the related procedure is strictly demanded. Meanwhile, the selection of SOEs in which debt-equity swaps are to be implemented and their business operations indicate that these enterprises will find it difficult to repurchase their shares even if the principle of repurchase is followed.