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Discrete System

Posted on:2006-09-17Degree:DoctorType:Dissertation
Country:ChinaCandidate:S Y SuFull Text:PDF
GTID:1116360152488019Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Nowadays, surroundings of enterprises are changing all the time at the times of internationalization and intelligence. Corporations are at the state of infinite competition without time and locality confinement. This kind of transformation means enterprises need keep their competitiveness to undertake existence but not bulge of quantity in the serious competition.Corporate division is the best tactic of corporation restructuring by shrinking their dimensions to the best point of being fit with their managing ability in order to adapt and exist according to inner decision in the surroundings of changing rapidly. Without regard to necessity of such reality, corporate division law was rarely used in the real practice. But in fact, to meet the demand of reality a whole division should be set up. Corporations in China must not only survive in the protection of country in the fast changing corporation torrent but also realize single distention of quantity to go after competition at large scale can no longer undertake safety of company. To gain the best scale and the most efficient management, corporate division institution should be the best manner to realize the project. However, corporate division system is not perfect at all at the present From the aspect of regime study, corporate division exist as a concept which is opposite of amalgamation but not a dependent full system .The study is extraordinarily less than that of abroad.So, I want to study it both in a way of literature study analysis making use of former study home and abroad and law interpretation. In addition, comparing method is used, that is comparing the legislation between European countries which set up corporate division early and have used it for a long time and Korea and Japan just formed it lately.Firstly, this thesis is to probe that corporate division is a law system which is different from amalgamation or other institution and own its dependent law system. Corporation division is one of the system to adjust company structure.in order to improve corporation competition power but it is a law institution belongings to a new system which is varying from former method of structure adjustment. It is distinct from transfer of operating asset or investment of asset, as well as amalgamation that as a ploy of representative of corporation restructuring, even if they are in the same corporation law. Besides, comparing to the state owned government enterprise division commonly seen inChina and other non- corporation enterprise division which are different in the sides of basis of corporation foundation and suitable law, the law effect is totally different. It's character is shown in the result of total succession as a part in the situation of corporate division.Secondly, I am going to probe the contention equilibrium and coordination between two values. That one should be value achieved while getting corporation restructuring according to corporate division and another is to protect shareholders and creditors from infringement when corporation carry out structure adjustment .The emphasis probably be connected are Special approval-resolution of shareholders' meetings, Simple division, Appraisal right of dissenters, Creditor's right of objection, Joint and several liability. The conflict between two values are the most important subject in practice of corporation division. Thereby, despite we can not find out the solutions easily, I'd like to probe the law system of abroad and the studies on real examples to seek after a way.In all, withholding this study emphasis to stick to coordinating between behalf and value that are colliding each other existing in the course of amendment for China corporation law which is currently topic, and to restruct organization depending on division smoothly and effectively, I suggested some justified solution project in this dissertation.
Keywords/Search Tags:corporation division, restructuring, total succession as a part, protection of shareholders, protection of creditors, special approval-resolution of shareholders' meetings, simple division, appraisal right of dissenters, solidary liability
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