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A Research About The Business Transfer System

Posted on:2014-12-22Degree:MasterType:Thesis
Country:ChinaCandidate:W T WuFull Text:PDF
GTID:2296330425480094Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
With full knowledge of the basic theory of business transfer, the article try to clear thesystem values of business transfer, and then from two aspects of subjectivities and proceduresto discuss the contents of business transfer in some detail. Combined with the theoreticalachievements and legislation experiences of the main countries and regions and China’sspecific national conditions, the article try to design the suitable business transfer system forour country, and demonstrates what legislative form we should adopt, in order to put forward afeasible solution as a whole to build business transfer system in China. This article is dividedinto four parts:The first part expounds the basic theory of business transfer system. The key to knowbusiness transfer system is the definition of business property, which is the object of thetransaction. The most distinctive feature of business property is wholeness and treats customersas the necessary components. Business transfer system has obvious differences in applicablelaw, legal consequences and legal effects with enterprise merger, division, assets transfer andequity transfer. It has its own system values, which reflect some commercial basic valuepursuits, like the freedom of trading, transaction efficiency and enterprises maintaining.Therefore, to strengthen the theoretical research of business transfer system, speed up theconstruction of legal business transfer system is a very necessary and urgent.The second part discusses the substance of business transfer system from the perspectiveof rights and obligations of the subjects. The subjects involved with business transfer are verycomplicated. In addition to the transaction parties, creditors, employees, and minorityshareholders all have the closed interests related to business transfer. The author mainly talkabout the non-compete obligation of assignor, protection of the rights and interests of workersand creditors which are the most representative aspects of the content of business transfersystem. On the basis of legal principles analysis and legislation comparison on domestic andoverseas, the article comes up with the suggestions on the rights and obligations of relateds u b j e c t s f o r t h e l e g i s l a t i o n o f b u s i n e s s t r a n s f e r s y s t e m o f o u r c o u n t r y.The third part does some further analysis on the procedural regulation of business transferbased on the second part. Considering the complexity of the rights and obligations of the main body and the importance of business transfer for an enterprise, it is very necessary to make acertain procedure regulation. The author mainly expounds legislative status quo of inside andoutside of China from two aspects of resolution making and registration, to do a legislativeconsideration, specifically involved with decision-making body, voting mechanism, protectionof the dissenting shareholders’ rights and interests, the effectiveness of the registration and soon.The fourth part discusses the construction of the legal system of business transfer onmacro. There are two main legislative cases for business transfer system in main countries andregions outside, formulating special law and stipulating in commercial code. While it seemsthat these two forms are not able to achieve in our country’s existing legislation system andlegislation environment. The author agrees with the idea of formulating the general rules of thecommercial law put forward by some scholars, which is not only to adjust all kinds ofcommercial relations in general view, but also to make up the inadequacy and omissions ofcurrent commercial laws and regulations. In this case, it is reasonable and operable to put thebusiness transfer system under the chapter of commercial behavior to clear the concept, objectand regulate the rights and obligations of the main body and rules of procedure.
Keywords/Search Tags:business transfer, business property, non-competition, registration andpublicity
PDF Full Text Request
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