The Company Discrete Number Of Legal Issues

Corporate division denotes a legal procedure whereby a company, without having to go through liquidation, is divided into two or more companies by way of contract or through operation of law. It is widely recognized as an effective means for a company to actively adjust itself to market changes in order to survive fierce competition and to seek further development.This thesis starts with an analysis of fundamental characters of corporate division as a legal concept and a brief introduction to its origin, mature and legal effects. Employing a comparative approach the thesis then makes a thorough probe into the differences between corporate division and other related concepts. Following the aforesaid is a systematic study on both the common and distinctive features of corporate division in continental law system and that in common lay system, with a view to exploring useful information for establishment of corporate division system in China.As one of the basic forms of company reorganizations, corporate division shares the same concerns with other similar arrangements in company law, that is, the interests of shareholders, creditors and companies themselves must be taken into account without preferences or prejudices. Bearing this in mind the author lays due emphasis on the protection of minority shareholders and creditors during corporate division process, and discusses in detail the rights and remedies for relevant parties especially those for minority shareholders and creditors. It is maintained that the fulfillment of the objective of corporate division relates directly to the proper handling of the above issue.The author at the conclusive part of the thesis puts forward some propositions for china's legislation on corporate division. It is argued that china should give full consideration to related statutes, cases and theories in other countries; as far as the basic objective is concerned the future legislation has toseek an overall balance between the interests of each of the three parties: companies, shareholders and creditors; in respect of the specific rules the existing provisions for protection of minority shareholders and creditors must be improved and supplemented; finally the contradictions now prominent in this area of law have to be eradicated.