Controlling Tunnelling through Lending Arrangements: The Disciplining Effect of Lending Arrangements on Value-Diversion, Its Limits and Implications

Q2 Social Sciences

European Business Law Review Pub Date : 2022-02-01 DOI:10.54648/eulr2022004

A. A. Gözlügöl

引用次数: 0

Abstract

The practices of corporate controllers to divert company value to themselves at the expense of (minority) shareholders and creditors (tunnelling) present a continuing challenge for lawmakers to address. While there is a variety of ways to control selfdealing in public companies, one less studied and appreciated lever against valuediversion is the role of lenders of such companies. This article examines the lending arrangements and common contractual provisions (undertakings, (non-)financial covenants, restrictions), and argues that such arrangements have considerable potential to monitor, deter and restrain value-diversion via self-dealing in the debtor companies. Likely limits to such a potential, and various important factors are also examined. The study concludes with possible implications of such findings. Tunnelling, self-dealing, related party transactions, value-diversion, creditor protection, lending arrangements, covenants, debtor companies, lenders, creditor discipline

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通过贷款安排控制隧道:贷款安排对价值转移的约束作用、限制和启示

公司控制人以牺牲（少数股东）和债权人（隧道挖掘）为代价，将公司价值转移给自己的做法，给立法者带来了持续的挑战。虽然有多种方法可以控制上市公司的自我交易，但一种较少被研究和重视的防止价值转移的杠杆是这类公司的贷款人的作用。本文审查了贷款安排和共同合同条款（承诺、（非）金融契约、限制），并认为这种安排在监督、阻止和限制债务人公司通过自我交易进行价值转移方面具有相当大的潜力。对这种潜力的可能限制以及各种重要因素也进行了研究。这项研究的结论是这些发现可能带来的影响。隧道挖掘、自我交易、关联方交易、价值转移、债权人保护、贷款安排、契约、债务人公司、贷款人、债权人纪律

本文章由计算机程序翻译，如有差异，请以英文原文为准。

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来源期刊

European Business Law Review Social Sciences-Law

CiteScore

1.10

自引率

0.00%

发文量

期刊介绍： The mission of the European Business Law Review is to provide a forum for analysis and discussion of business law, including European Union law and the laws of the Member States and other European countries, as well as legal frameworks and issues in international and comparative contexts. The Review moves freely over the boundaries that divide the law, and covers business law, broadly defined, in public or private law, domestic, European or international law. Our topics of interest include commercial, financial, corporate, private and regulatory laws with a broadly business dimension. The Review offers current, authoritative scholarship on a wide range of issues and developments, featuring contributors providing an international as well as a European perspective. The Review is an invaluable source of current scholarship, information, practical analysis, and expert guidance for all practising lawyers, advisers, and scholars dealing with European business law on a regular basis. The Review has over 25 years established the highest scholarly standards. It distinguishes itself as open-minded, embracing interests that appeal to the scholarly, practitioner and policy-making spheres. It practices strict routines of peer review. The Review imposes no word limit on submissions, subject to the appropriateness of the word length to the subject under discussion.