Study On The Legal Issues Of Company Reorganization

Company reorganization is an process that debtor has the bankruptreason，but still has the value of reconstruction.it aims to maintain its normalbusiness. Although the bankruptcy reorganization system is the product ofconforming to the social development needs and the reality of thedevelopment of company system. Not on the basis of existing legal conceptsand legal system. company reorganization system is the product of society,rather than the legal fiction of product. But does not prevent us to carry on thediscussion to the reorganization of rational spirit and theoretical basis of thesystem. the theory of social control,Pareto efficiency theory, justice value.Stakeholder theory and social responsibility theory are theoretical basis of thesystem provides a powerful explanation and the judge is lack of the capabilityof business judgment，advice establishing absolute priority rule，When the company is in reorganization process，the Conflict of interestis more complex and sharp than normal business stage. Because of thecompany’s normal business stage, although there are conflicts of interest, butmainly in the internal conflict. Mainly for the shareholders, directors andmanagers in the company decision-making on the divergence of interests.External body due to the company to achieve their need to maintain therelationship peacefully. Outside the company the legal relationship is relativestability. Creditors and other stakeholders is not involved in the interests ofthe company. No more related to the damage of public interests. When thecompany is in reorganization, because its business is already in trouble, thescarcity of company assets and resources led to various stakeholders havebeen unable to satisfy all the needs, then the conflict of interest will be morefierce, so the company have been the centre of the various contradictions andconflicts. the conflicts of interest in the program embodied the conflicts of ultimate control rights，the conflicts of the management control right，theconflicts of the right of drawing up the reorganization plan and the conflictbetween the judicial power of courts and stakeholders of private rights.Therefore, the core of the system of bankruptcy reorganization lies in how toanalysis the conflict of interest and find ways to balance the interests. But inour country，the company reorganization process have some defects.such asthe imbalance in the distribution of reorganization control right， someproblems exist in the system of reorganization plan.the function of the court isnot clearly in the reorganization，perfect the mode of management control. theestablishment of a mandatory information disclosure system，optimization thestandard of the reorganization plan voting group，refinement of the court toenforce the approval of the reorganization plan conditions, Introduce therelevant professionals involved in the reorganization case mechanism,inorder to improve the legal system of company reorganization in our country.