Research On Corporate Reorganization

I. Topic meaning and research objective: corporate reorganization system means the operation on the companies in financial difficulties, on the verge of bankruptcy but have the ability of reorganization. It should be applied by the parties concerned, and with the charge of adjudication organ and the participation of the parties concerned. The corporate reorganization system is a positive reorganization system built up after bankruptcy conciliation, to make up the damage to social benefit caused by bankruptcy and to solve the negative aspects of the system. The modern bankruptcy system is made up of by reorganization system, conciliation system and bankruptcy liquidation system. The corporate reorganization protects the creditor's benefit and provides better and gratifying arrangement for creditor's rights in saving the companies on the verge of bankruptcy to rally them. At the same time, the system is also an important legal measure to protect the interests of shareholders, creditors and employees, so that the socioeconomic order can kept stable. At present, Japan, Taiwan, USA, Britain, France, Germany and other developed countries and areas all have the regulations of corporate reorganization system.Whether the bankruptcy legal system is perfect or not, is an important measure of the maturity of a country's market economy. Our current "Law of Corporate Bankruptcy" has stipulated the rebuilding procedure combining regulation procedure mastered by government with conciliation procedure, but the rebuilding procedure has been proved to be unscientific and void. The lack of an operable and complete law of out market —law of corporate bankruptcy, has become the distinct obstacleof developing our country's sound market economy system. And is has become the necessary current of our present development of bankruptcy law to remake the bankruptcy law, adapt it to the development of socialization of production and build up the reforming system with the purpose of corporate reorganization. Therefore, how to base on the situation of our country, absorb the foreign advanced experience, emphasize the line with international practice and use the lawmaking technology of developed countries for reference to design our corporate reorganization all have far-reaching import.As far as the thesis is concerned, there is no lack of discussions home and abroad. But the most information the author has touched on is scattered, lacking of formulation and has many divergences. The author will base on the analysis of reorganization system theory, through the tradeoff studies with other countries' lawmaking experiences, combining with the regulations of reorganization system of China Law of Bankruptcy , to provide some references and suggestions for building up our corporate reorganization.II. Research thoughts and means: This thesis mainly adopts the research means of comparative analysis, deductive reasoning, statement induction, etc. In the beginning, the author will discuss the basic theory of corporate reorganization system, with the comparison of the lawmaking and judicial practice of corporate reorganization system of mainland and Anglo-American countries' families of law, analyzing the lawmaking, practice and limitations of our current bankruptcy system, discussing the necessity and feasibility of setting up the corporate reorganization system in our country. Simultaneity, this thesis combining with the regulations of China Law of Bankruptcy , analyzes the mode, structure and other problems of setting up our corporate reorganization system and puts forwards some viewpoints. The author hopes the research and exploration can be beneficial to setting up the reorganization system and improving the lawmaking.III. Structure and theme: The text of this thesis is divided into four parts. The introduction introduces the meanings, importance and origin. The first chapter of the text analyzes the base of corporate reorganization system theory, namely, operationtheory of value, interest share theory and social policy theory. The second chapter compares the corporate reorganization system and relative systems. From the research of the characteristics of the corporate reorganization system, it compares the differences among reorganization system, bankruptcy liquidation, conciliation and recombination, and analyzes its importance in improving the bankruptcy system. The third chapter describes the necessity and feasibility of setting up our corporate reorganization system. From the analysis of the current situation and abuse of our bankruptcy lawmaking and system, it puts forward that setting up the reorganization system is imperative under the situation. The fourth chapter is the emphasis of the thesis. Combining with the regulations of China Law of Bankruptcy (Draft), it analyzes the lawmaking rules, reorganizing condition, institution, application, plan, procedure termination and some other problems of our corporate reorganization system.IV. Main viewpoint, opinion and word count:From the analysis of the base of corporate reorganization system theory, the differences among reorganization system, bankruptcy liquidation, conciliation and recombination, and the current situation and limitation of our bankruptcy legislation and practice, this thesis puts forward that setting up reorganization system in our country is imperative under the situation. On the basis of comparing the lawmaking and judicial practice of corporate reorganization system of mainland and Anglo-American countries' families of law, the thesis analyzes the problems of setting up corporate reorganization system in our country and puts forward opinions to improve some reorganization system regulations of our bankruptcy legislation, such as reorganizing condition, institution, application, plan, procedure termination and so on. For example, in the lawmaking rules of reorganization system, the author stands for the unitive bankruptcy law should have a special chapter to regulate the reorganization system. As to the reorganizing condition, the author believes that the reorganization system can be only adopted for business entities and the reorganizing reasons should include bankrupting reason and reorganizing possibility. As to the reorganization institution, the author advises to improve administrator system and setup the meeting of parties concerned. About the reorganization application, the author advises the shareholders can also be applicants; the bankruptcy law should regulate the means and range of court to inspect the application in details combining with the situation of our country. This thesis has about 45,000 words in total.