The Study On The Protection Of The Interests Of The Stakeholders In Corporate Division

Corporate division is an important way for corporations to reorganize themselves with the change of economic environment and the intensification of competition. Nowadays, an increasingly number of countries and regions have established laws to regulate corporate division. Since corporate division causes dramatic transformation in corporate organization, profound changes will happen in many aspects, such as the characteristics of a corporation, its property, its rights and obligation. Meanwhile, the effects will probably threaten the stakeholders, including the minority shareholders, creditors and employee. Therefore, the protection of their rights and interests turns out to be especially necessary, which concerns the balance between the institutional efficiency and the value tendency of safety. By making a reference to the legislations in different countries and analyzing the scope of the interested party, this paper elaborates the corresponding protection measures in the practice of corporate division.The preface briefly introduces the general theory of corporate division and the theory of stakeholders. During the process of division, the sales volume shall be transferred partly or totally to the newly-established company or surviving company, which will exert great influence on the interested party. However, the scope of stakeholders extends so excessively in the theory of economics that it is necessary to redefine the scope and work out the protection measures.The first part mainly discusses the necessity of protecting the stakeholders in corporate division. Based on the theory of stakeholders in economics, it defines the scope of stakeholders in corporate division. Then, it argues for the necessity of the protection of stakeholders from the perspective of the risk remedies theory and the value of corporate division system.The second part centers on the measures taken in the process of corporate division to protect the interests of the minority shareholders. To begin with, the protection of the right to know serves as the premise of the protection of their interests. By comparatively analyzing the relative legislations and practical regulations in and out of China, it proposes the specific items to protect their right to know. Then, by exploring the specific measures of protection of their voting right at home and aboard, it puts forward the suggestions to improve China's voting system of shareholders' conference in corporate division. Lastly, it explains in detail an important protection system for the minority shareholders, that is, appraisal right of dissenters.The third part explicitly discusses the system of protecting the interests of creditors in corporate division. The core of protecting creditors in corporate division should be as follows: on the one hand, the information concerning corporate division should be delivered to the creditors timely, accurately and ail-inclusively to protect their right to know and guarantee the foundation of their decision-making; on the other hand, when the corporate division is undermining the interests of the creditors, there will be an effective responsibility investigated mechanism to make certain remedies. Due to the fact that the corporate law in China has given up the appraisal right and money obligatory rights system aiming to protect the creditors in corporate division, the writer make some suggestions on the improvement of China's legislation from the perspective of creditors' right to know, joint liabilities system and invalid system of corporate division as well as the reference to the corresponding laws throughout the world.The last part concentrate on the discussion of the system of protecting the employee's rights in corporate division. Corporate division will lead to the result that the sales volume shall be transferred partly or totally to the newly-established company or surviving company, which will eventually change the laboring relationship between the staff members and the company. In this sense, it is necessary that staff members should be endowed with the convenient access to the information concerning corporate division and the right to express themselves freely. Besides, it is indispensable to keep a balanced laboring relationship in corporate division and keep in line the interests of the employee's and that of the company. As a result, the writer mainly discusses the employee's right to know and suggesting in corporate division as well as the labor contract inheritance system. Taking into the consideration the legislative practice in and out of China, the paper also give some advices on the improvement of the corresponding laws in China.