Study On The Legal Issues Of Corporate Governance In Bankruptcy Reorganization

Since the decentralization thoughts of ownership and management came into being, corporate governance has increasingly become one of the core issues in the legal system of the Company. The basic framework of normal corporate governance is as follows:general stockholders’ meeting has significant decision-making powers, the Board and managers and other senior managerial personnel exercise the management rights, and the Board of Supervisors oversees senior managerial personnel. After the enterprise comes to bankruptcy reorganization, its corporate governance changes a lot which as influenced by the value of reforming system, resulting in that the ultimate controlling rights of the company is transferred to the creditors, and the specific governance models are debtor in possession pattern and bankruptcy trustee pattern. In bankruptcy trustee pattern, the power of general meeting of shareholders is weakened. The creditors’ meeting is the highest authority, bankruptcy trustee exercise operational control power, and the creditors’committee and bankruptcy trustee exercise supervision power. In debtor in possession pattern, the former management continues operating and reorganizing business, and the company’s business matters as well as the restructuring plan are determined by the debtor. During the execution of the restructuring plan, corporate governance has certain changes relative to the period of reorganization. Throughout the reorganization proceedings, in addition to managers, creditors and debtors, the court as a neutral arbiter, employees as stakeholders and local government as reforming participants will have an impact on corporate governance.