The Balance Of Interests In The Bankruptcy Reorganization Of Listing Company

Chapter I explains the positive influence of which the bankruptcy reorganization can make to maximize going-concern value of the distressed company. The balancing characteristic of the reorganization includes two levels: the first one is about the balancing between choice of liquidation and choice of reorganization; the second one is of the balancing between the conflicting parties in the reorganization procedure. Chapter I explains the different theories of proceduralists and traditionalists in reorganization's balancing characteristic: the proceduralists insists the only problem the reorganization need to resolve is to attribute the bankruptcy property in creditors and maximize credit's recovery rate; the traditionalists insist the bankruptcy should consider a range of social value, like the employee interest and community interest. Although there are great differences among them, they all recognize that the bankruptcy law can achieve the interests balancing situation of shareholder, creditor and other parties in the reorganization. From the historical perspective of bankruptcy reorganization legislation, we can understand better about the balancing characteristics of reorganization rules and find out how they work.Chapter II is to analyze the balancing characteristics of reorganization rules in the context of bankruptcy codes and case laws, and show the importance of bankruptcy priority rule in dealing with the balancing job. The absolute priority rule first confirm the value distributional priority of secured creditors to the unsecured creditors, unsecured creditors to the shareholders, then the development of"new value exception"further balances the conflicting interests of creditors and shareholders. If the"new value exception"requirement is satisfied, the shareholder can get the distribution of bankruptcy property even the creditors are not fully paid. The case laws made by bankruptcy courts develop the absolute priority rule and new value exception, and effectively enforce the agreement made by shareholders and creditors about the reorganization plan.Chapter III is to do the empirical analysis of the listing company's reorganization in China. The empirical analysis made case by case summarize the common characteristics and find out the causes for the different part. By the empirical analysis, we can testify the special security market elements of China that the bankruptcy reorganization and priority rule deal with, including the shares structure of the publicly held corporation, the institutional characteristic of creditor and the forms of various social interests. From the empirical analysis, we can find out that the shares of reorganized corporation become the distributional form of going-concern value to satisfy the interests balancing need of creditors and shareholders. The empirical analysis of the Chapter pay great attention the enforcement of priority rule in reorganization, we find out that the controlling shareholder's shares is usually transferred before or after the reorganization process in the form of auction or agreement. Then, the new controlling shareholder need to make a new investment into the company and get the newly issued share according to the reorganization plan. In the process, the part of share auctioned or transferred will not be adjusted. And the minority shareholder's share will probably shrink in some ratio. The cause for the phenomenon is the underdevelopment of the capital market, like the defective delisting process and liquidation mechanism. The local government, bankruptcy court and security regulation institution will try to keep the listing status of distressed company and remain the share through the reorganization. And all that confirm the great importance of absolute priority rule and new value exception in the listing company's reorganization.Chapter IV is to analyze the external factors concerning the priority rule's working which includes the role of the local government, bankruptcy court and security regulation commission. The institutions above apply the priority rule to balance the conflicting creditors and shareholders. In the reorganization of State-owned listing company, the government can play the positive part in coordinating the negotiation, controlling the risk and attracting the new investors. But it can also play a negative part if it focuses only the local interest. The bankruptcy court's works are often embarrassed by the lacking of experience, budget and Supreme Courts'guidance. The security regulation commission is faced by the inside conflicting and multi-objective job in the listing company's reorganization to control the delisting risk, promote the merger and acquisition, and to avoid the deliberate using of bankruptcy reorganization to achieve excessive profit.Chapter V is to focus on the financial marking of reorganization Company in which the balancing characteristic of bankruptcy reorganization law can show. In the developed financial market, some investors consider the reorganization of listing company to be wonderful opportunity to invest in the context of reorganization legislation. So the Chapter studies the distressed-claims trading market and"safe habor"rules for derivatives market in the context of financial crisis of 2008 and bankruptcy scholars'rethinking.