Corporate Governance In Bankruptcy Reorganization

Bankruptcy Reorganization,by nature,is a special restructuring legal system designed to maintain the existence and survival of the corporations who are desperately involved in debt crisis.The development of the social productivity, inherent institutional defects of the Check-Count System and Reconciliation System, and the putting-forward of the Going Concern Value gave birth to the Bankruptcy Reorganization System,which has attached great importance to its functions of bankruptcy prevention,enterprise rehabilitation,and social stabilization.It has been proved that the bankruptcy reorganization system can not only optimize resource allocation,but also promote to build a harmonious society.Inefficient corporate governance mechanism is one of the key causes of getting into bankruptcy,while efficient corporate governance mechanism is the significant guarantee for successful reorganization.Therefore,it's very important for discussing the corporate governance in bankruptcy reorganization to fulfill the system value and goal.Generally speaking,corporate governance is to make an institutional arrangement of rights and duties for the shareholders,directors,supervisors and officers.Under the normal corporate governance issues,reasonable allocation of the rights,obligations and responsibilities of the shareholders,board of directors,and board of supervisors is essentially for building effective governance institutions mechanisms being surrounded by the corporate control and residual claim.The corporate governance in bankruptcy reorganization is the re-allocation of the corporate control by nature.Because of the particularity and complexity in corporate governance in bankruptcy reorganization,each participant's benefit and position must be reset to create a balancing and effective governance mechanism.How to enhance an approximate balance among all the interested parties is the most crucial problem in bankruptcy reorganization.Legal systems don't exist for the sake of existence on the ground that their final mission and value lies in the solution of problems.As politic,economic,culture in each country is so unique that the legislation of bankruptcy reorganization in each country is displaying the different characteristics,and so does the solution to the corporate governance in bankruptcy reorganization.We can not simply evaluate those legislations and judge them without consideration as different countries have different legislation principles and legal environment.Through the analysis of the legislation in the America,the UK,the France and Taiwan District,we can easily discover that all of these countries and districts attach great importance to the protection of the creditors,the empowering of the operational organs,the perfecting of the supervisory mechanism,and the leading position of the court.Drawing lessons from other countries,our country has made the "Enterprise Bankruptcy Law of the People's Republic of China" which firstly introduced the bankruptcy reorganization system.However,it is so abstract and far from perfection that it can't work well in trail practice.At the same time,lacks of coordination with the Company Law and Securities Law makes the reorganization dauntingly difficult. In view of the above questions,the paper proposes that some measures should be put into force in order to deal with the problems of corporate governance in bankruptcy reorganization.Firstly,three core powers must be allocated reasonably and governing institutions must be perfected.Therefore,the establishment of reorganization institutions should be embodies that balance of different interested parties:we must strengthen the creditor conference and board of creditor's authority;we must bestow on the power the management organ to maintain the corporate normal management; we must construct the perfect supervising mechanism.Secondly,we must pay attention to the court's position and role in reorganization,enrich the court's practical experience,and enhance the quality of judges.Thirdly,consummation of corresponding system and financing channels should be embodied.