试论公司股份回购中债权人利益的保护

Protection of the Rights and Interests of the Creditors in Stock Repurchase

公司股东与债权人是公司最重要的两类利益主体。股东有限责任为股东滥用公司人格、损害债权人利益创造了条件,特别是股份回购,往往导致公司资本的减少,动摇了公司的资本基础,削弱了对债权人的财产保障。为在股份回购中寻求债权人保护机制,矫正股份回购对债权人利益的损害,实现股东与债权人之间的利益平衡,有必要从限制股份回购的资金来源、数量等方面设计股份回购中对债权人利益的保障制度。

The buy - back of the share is a new subject of the present security market of our country. Because company shareholder and creditor two different interests subject, shareholder limited responsibility abuse company personality for shareholder, harmful to interests of creditor and create the condition. The result of buy - back of the share must cause the reduction of company~ capital , has wavered on the capital foundation of the company, have weakened the property guarantee to the creditor. Seek creditors to protect the mechanism in the buy - back of the share, correct the harm to creditor＇s interests of buy - back of shares , realize that the interests between the shareholder and creditor balance and already become the company of our country , an urgent task of the securities legal construction. From restrain share capital source , quantity respect of buy - back from design share in buying back to creditor guarantee system of interests this text.