| Corporations or companies are the most important and common institutions being producing and operating in the world. Many scholars have focused on modern corporate governance since long ago.Proper corporate governance is crucial to a corporate as well as the high economic proficiency of a country.Like a natural person,a corporate might also gets sick.Therefore,in order to save those sick corporates (involved in financial trouble),countries all around the world actively set up a prompt,efficient,fair, transparent regime of bankruptcy reorganization,based on the social interests.The thesis studies the corporate governance issues during the process of bankruptcy reorganization,combining the bankruptcy reorganization and corporate governance theories.The topic has long been studied by a number of foreign scholars, but attracts little attention of domestic scholars.As early as the nineteenth century that UK and USA set up the bankruptcy (insolvency) reorganization with almost a history of a hundred years, while China put forward this regime in Enterprise Bankruptcy Law of the People’s Republic of China in2007. During the five years’ operation of this regime,there emerge various problems.With corporations being the main body of bankruptcy reorganization,it is very meaningful to study the corporate governance during the bankruptcy reorganization with the aim to design a proper bankruptcy regime.The thesis mainly discuss the corporate governance under two typical management models represented by UK and USA.By analysing the corporate governance of our country,I suggest some viable legislative proposals regarding the corporate governance problems during the bankruptcy reorganization. Except the Part of introduction and conclusion,the body of the thesis consists of the following chapters:Chapter1is pre-bankprutcy corporate governance.It elaborates on the connotation of the corporate governance and analyses the pre-bankruptcy corporate governance via the inside and outside angles of the corporation.That is to say the relationship among the corporate,shareholders,directors,debtor. Then it introduces the effect on the corporate governance brought by the bankruptcy reorganization.Chapter2discusses the corporate governance during the bankruptcy reorganization.It selects two management models. One is the DIP (debtor in possession)of USA,The other is the administrator of UK.As for the DIP, it elaborates the circumstances,the holder of the power, the power distribution of DIP and make clear the relationship and power distribution among the corporation,debtors,directors,shareholders.In respect of the regime of UK,I simply introduce the abolished receivership of the floating charge holders,and mainly discusses the corporate governance under the procedure of administration.By analysing the differences of the two management models,it is discovered that the debtor structures is one of the factors that contribute to such differences. In the end,it reviews the current situations and future trend of the two models.Chapter3discusses the corporate governance and its existing problems as well as the legislative proposals under the Bankruptcy Law of People’s Republic of China.In this chapter,it firstly review the bankruptcy reorganization situations of China regarding the number,types,the existing bankruptcy reorganization model.Then it introduces our country’s administrator management model and analyses the problems under this model in the angle of the legal probability and the practical operation.Finally,six legislative proposals are suggested toward the previous problems.They are the building of the bankruptcy administrator regime,the selecting criteria of an administrator by the court,the approving standard of the application of the debtors,the connotation and object of the fiduciary duty of an administrator, the abandonment of the supervision of an administrator,the defining of the reponsibilities and rights of the directors,managers and so forth in a reorganized companies. |
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