Legal Configuration Study On Controlling Power Under Corporate Reorganization

The reorganization system is special provided in Chapter8of the Bankruptcy Law, which is formally implemented in2007, but, the provision of controlling power is both vague and complex. The controlling power is the power to play a decisive role in the company reorganization process and company reorganization success or not. The commencement of company reorganization is almost around the controlling power. The author in this article will take the research methods of comparative analysis, legal and economic analysis and empirical analysis, the general theory of the bankruptcy and reorganization and other national or regional legislation as the research base, to discuss the content, characteristics, ownership, rights allocation, exercise manner and other issues of controlling power. To analyze the two layered, the specific configuration, the impact of the stakeholders and other aspects of controlling power, and in this base, to review the controlling power’s provision of reorganization system about our country.To complete the exposition of the above issues, this article is divided into following chapters:First chapter is a general introduction to the basic theory of controlling power. Discuss the change of company controlling power in the process of reorganization on the basic of the concept of company controlling power, and define the characteristic of company controlling power in the reorganization process, and indicate the two levels of company controlling power at last.The second chapter analyzes the legal redistribution of ultimate controlling power. The author in this article attempts to explain who is entitled to get the ultimate controlling power by two theories, and discourse the content and mode of the exercise of ultimate controlling power. To investigate the legal redistribution of ultimate controlling power of our country by analyze legislation of different countries.Chapter three analyzes the legal redistribution of business operation controlling power with different subjects and two patterns of business operation controlling power, DIP pattern and manner pattern. Analyzes and reviews the pattern of our country at last.Chapter four analyzes how interests of different stake-holders to affect controlling power. Because the reorganization system is a realization mechanism of troubled firms’existing interests, so reorganization institution shall initiate a participatory mechanism through which different stake-holders, these stake-holders are shareholders and employees. Meanwhile, discuss the reason, appropriateness and rationality of government involvement in reorganization process with the national situation.