How To Protect Creditor' Rights In Enterprise Acquisition

Based on the analysis of laws on enterprise acquisition and debt and their economic characteristics, this thesis brought forward the nature of enterprise acquisition that is a concept of transferring control right and further the debts along with capital. It also discussed about the significance of protecting creditors' rights from the angle of impartiality. By way of analyzing how creditors' rights were damaged in the cases of enterprise acquisitions, this thesis held that responsibilities should be ascertained in vicious enterprise acquisitions and enterprise conductions should be restricted by taking advantage from the theory of "Unveiling Legal Person" in Company law.On the basis of theoretical analysis, the thesis carried out a theoretical design for the protection of creditors' rights, which includes examination before acquiring enterprises, the standardization of enterprise acquisition process, the clarification of rights that creditors should possess and establishing acquisition deposits, etc. A suggestion to enact a unified Enterprise acquisition law is brought forward based on the analysises.The main body of this thesis can be divided into four parts:Part â…  introduced the concepts and their characteristics related to enterprise acquisition and creditors' rights protection, analyzed the significance and reasons of enterprise acquisition, explained the knowledge on individual debts, social debts and national debts concerned with enterprise acquisition, and concluded the currentlegislation about creditors' rights protection both at home and abroad as well as the main legislation issues existed in China.Part II researched on the related laws and principles related to creditors' rights protection concerned with enterprise acquisition. On one hand, between the two angles of benefits and impartiality, the author chose the latter as the research viewpoint and put forward the principles suitable for the protection of creditors' rights, namely principles of impartiality, honesty, equal protection, encouraging transactions and so on. On the other, this part analyzed further the theories of control rights and debts transfer in enterprise acquisition starting from the relative principle of debt. Finally this part introduced the theory of "Unveiling the legal person" into ascertaining the responsibilities in vicious enterprise acquisition.Part III conceived of the system protecting creditors' rights in enterprise acquisition. It brought forward the standardization requirements and measures protecting creditors' rights by dividing the process of acquisition into three stages. At the first stage that is before the acquisition it pointed out that acquisition's qualification and motivation should be examined and thus creditors can be endowed with rights to be informed, object and be relieved. Operation and associated transactions conducted by the acquired enterprise should be supervised in order to prevent any damage to creditors' rights. Aiming to protect creditors' rights further, the thesis also proposed to establish the acquisition deposit system.Part IV brought forward some suggestions on the practice concerned with legislation and justice of enterprise acquisition. It put forward the tentative plan of enacting a unified Enterprise acquisition law and the contents it should include, especially concentrating on the clauses for protecting creditors' rights.Apart from the suggestions on legislation, the thesis also gave some suggestions as for the safeguard of lawsuits in enterprise acquisition. It pointed out that on the premises of supervising the process, well-intentioned acquisitions should be protected so as to promote social efficiency.