Perfection Of The Creditor Protection System Of Our Company Changed

Company merger and division system is an important part of company law system, with the development of market economy, in order to cope with increasingly fierce competition, activities restructuring of the world within the scope of corporate are also more and more frequent, including our country, many companies adopted to adjust the company’s assets by way of merger, division and the company creditor benefit protection also has been the hot issues of legal scholars research, now "company law" also increase in the legislative purpose to protect the interests of creditors, but there are specific rules designs onthe company’s merger, division of creditor protection, but some is not reasonable and adequate. Company merger and division is an important means to recombine company assets with optimize allocation of resources, but in corporate restructuring activities, tend to the interests of the creditors to the company and shareholders. Company merger, division is a way of company organization change according to the company law explicitly stipulated, but it is fact that the company’s assets reallocate and property structure readjust, whether a merger or division, it all result in changes of company organization and property, and for the company creditor, that is, the original debt subject changes, the debt and asset separate, so how to balance the company in the company merger, division, the interests of shareholders and creditors is an important task we are unable to avoid.Besides the introduction and conclusion, this paper will be divided into four parts:The first part is mainly to the company changes impact on the creditors’ interests in the merger and division system and related issues are summarized. first of all, we must fix scope of protection on the company creditors and the company merger, division, and expounded legal basis to protect the company merger, division, creditors, and analyzed affect of the interests of the creditors on the company merger, division; finally put forward conflict with the interests of creditors on company merger, division of shareholders’ interests, but we think it is possible for the shareholders and creditors’ interests to control balance. The second part, we discuss and consider extraterritorial system about a merger divided the creditor benefit protection.The third part, espectively our country evaluate and analyse creditor benefit protection on merger of company, divise and point out disadvantage and advantage, finally aiming at discriminative rule about creditor benefit protection on merger of company, divission based on the current "company law", the author thinks that, in order to prevent from appearing phenomenon of creditor’s interest harmed by using the difference between the company creditor protection system in the merger and division, it shall go ahead details and coupling about the company merger and division, and make an integrate rule in the information announcement, objection deterrent, repayment guarantee, invalid litigation aspects for the company merger and division system.The fourth part, we analysed legal status on the company creditor in the merger, division, and put forward the protection of company creditors, and adhere to give priority to efficiency and due consideration to fairness, and make appropriate protection in accordance with combining beforehand preventing with relieffing afterwards. We improve specific suggestions to protect the interests of the creditors for the company merger and division, and build the company shareholders, directors, supervisors and senior executives civil liability for the creditor and the system of invalidation.