Research On The Protection Of Creditor’Interests In Transfer Of Undertakings

As an important means of corporate restructuring, transfer of business has widely used in the commercial practice,and get more and more attention of commercial subjects. The most fundamental significance of transfer of business is to keep the business as a whole continuing to survive in the market rather than disintegration, in order to keep the business going concern. Transfer of business is different from the asset acquisition, merger, division, equity transfer, because it not only involves a series of tangible assets, the transfer of intangible assets, but also to the organization changes, the transfer of non-compete obligations, debts, labor contracts successor. Transfer of business also involves a lot of legal relations and multi-stakeholder. The research on transfer of business is a huge project,so this paper choose one of the key issues to study on,it is the protection of the interests of creditors.For creditors, the business property is a general assurance for their claims,but transfer of business undermine that general security,and creditors are in a weak position in the business transfer activities,so the law need to protect the interests of creditors. The practice of transfer of business in China is already quite rich,however there is no supporting laws and regulations,and protection of the interests of creditors is facing great difficulties.Protection of the interests of the creditors in the transfer of business, should first be based on improving the existing laws to achieve having laws to abide by. In the specific design of the system, the protection of the interests of the creditors in the transfer of business should be followed principles of autonomy, effectiveness, efficiency and security of the unity of commercial matters, the interests of equitable, followed the basic legal principles, and learned from the advanced foreign legislation, take different measures of protection for different types of creditors, to make our system of transfer of business more effectively and better, in particular the system of creditor protection, Thereby to establish the institutional basis of the transfer of business.