The Role Of Convertible Loan Agreements In Business Financing And Their Legal Regulation

Abstract

This article explores the legal nature of the Convertible Loan Agreement (CLA)—an innovative financing tool for startups—and the issues surrounding its implementation into the legislation of Uzbekistan. The primary objective of the study is to elucidate the theoretical and practical aspects of this "hybrid" institute, which emerges at the intersection of the law of obligations and corporate law. The article provides a detailed analysis of three fundamental elements that distinguish a CLA from a traditional loan: the conversion trigger, the valuation cap (deferred valuation mechanism), and the investor’s special non-proprietary powers. Interpreting the CLA based on the German legal concept of Gestaltungsrecht (transformative right), the author argues that it should be viewed not as a simple debt, but as an agreement for deferred corporate participation. The study compares the experiences of the United States, the United Kingdom, Germany, and Russia, while also examining critical norms for the startup ecosystem within EU Regulation 2017/1129 and Directive 2017/1132. As a scientific novelty, the article advocates for the introduction of the "Specific Performance" institute to guarantee the execution of CLAs in Uzbekistan’s legal system, emphasizes the importance of the "Most Favored Nation" (MFN) clause, and analyzes corporate restrictions in the assignment of rights process.