Legal Analysis On Adjustment Standard Of Investor Interests In Listing Corporation Bankruptcy Reorganization

The essence of socialist market economy is an economy ruled by law.In the market economy, we should not only set the necessary threshold for market players to enter the market, to ensure the completeness of market subject qualification,at the same time, we also need to regulate legally the exit from the market for market players. Effective exit from the market for market players fully reflects the improvement of the market economy, with the decisive role of the market in resource allocation,we intend to complete the enterprise survival of the fittest and make sure that the market is thriving. As the inevitabl ephenomenon when the market economy develops to a certain extent,enterprise bankruptcy is also an important measure of the exit from market for market players.Enumerate the human economic development process,from the earliest partnership,limited liability company,and then to the Limited by Share Ltd, and listing Corporation, and finally become the multinational group, the legal fiction of legal entity scale become more and more huge.A case study of listing Corporation,along with the high development of modern internet technology and the advent of the era of big data,it is difficult to say that company is only related to the shareholders,the range of stakeholders continues to expand, whether as a sponsor of the shareholders, or the new shareholders, even and potential buyers of shares and the market, all have more or less contact with the company.Every company’s operation stations and profits will inevitably affect people’s life. When listing Corporation comes to bankruptcy liquidation, it not only reduces the thousands of shareholders rights, and the economic loss and the bad social conditions are immeasurable.But because of the social law of the jungle, the listing Corporation will also fall into the troubled insolvent because of the impact of business strategy and technology revolution,a number of factors should be weighed in deciding not to enter into bankruptcy liquidation, we had no choice but to apply for bankruptcy reorganization of listing Corporation. In the procedure of bankruptcy reorganization, the rights claims of creditors as well as the involvation of strategic investors, often causes us to adjust the investor interests.How to guarantee the fairness and justice of the adjustment of investor interests is a problem worthy of study.Adjustment of investor interests, also called as adjustment of shareholder interests, refers to cut investment share held by the original invest in the enterprise or sell it to new investors, or increase the original investor investments,in order to change the enterprise investment structure,optimize the structure of corporate governance,and to promote enterprise renascence.It simply means the reduction of existing capital interests,and redistribute the contributor’s interests.From the angle of constitution,the shareholder interests are the private property of shareholder,the deprivation of natural person’s private property is a form of human rights violation,only execution and judgment in strict accordance with the law,can we be able to protect the property rights of natural person.The adjustment of shareholder interests needs to follow the principle of shareholder autonomy, if it is forced to adjust by the court,it requires a clear legal regulations,otherwise it is a violation of the shareholder rights.If the standard and range of the forced adjustment lacks clear legal provisions and jurisprudence, it is hardly to say it’s fair.Based on the existing listing Corporation reorganization case, this paper is talking about the legal analysis on the adjustment standard of investor interests in listing Corporation bankruptcy reorganization procedure.Starting from the empirical case, I summed up the case of the rules showed in the adjustment of investor interests in the judicial practice,intend to explain the phenomenon showed in the listing Corporation reorganization case,and put forward my own viewpoint.I raise problems from the practice,and use legal theory to explain and demonstrate the legality and legitimacy of the existence of these problems.The thesis is mainly divided into the following sections:With related websites and reference books, through to contrast analysis of about 40 listing Corporation reorganization condition in period of 7 years from 2007 implementation of "enterprise bankruptcy law" to April 2014 and analysis of the typical listing Corporation reorganization case,I summed up two rules, the first is that no matter owners’ equity of the listing Corporation is positive,whether or not,even if the owner’s equity is negative, the shareholders of the company can get a certain amount of rights reserved in the restructuring plan;the second is that the controlling shareholder and the non circulation stock(or limit the sale of shares) shareholders transfer higher proportion than that of the non-controlling and tradable shareholders. Then I raise the legal analysis on the adjustment standard of investor interests.The second chapter is a theoretical analysis on the adjustment of investor interests in listing Corporation bankruptcy reorganization.Through the combination method of legal provisions and theory,I prove that the listing Corporation should adjust the investor interests in the procedure of bankruptcy reorganization from three viewpoint of compliance with the law,the equity theory characteristics and the balance of interests.The third chapter is a rational analyses on the reservation of investor interests in listing Corporation bankruptcy reorganization,from the deletion of the principle of absolute priority,the neglect of the transfer of control right and the considerations of shell resource,which aims to address why the investor interests are not reduced to zero and reserved even the owner’s equity in the listing Corporation is negative.At the same time, combined with the existing stock registration system reformation, I put a forward looking at IPO registration system and transfer mechanism.The fourth chapter mainly demonstrates the legitimacy of why various shareholders should adjust different proportion,it divides into two problems,the first is why the adjustment proportion of controlling shareholder interests is higher than that of medium and small shareholders,the second is that the non circulation stock(or limit the sale of shares) shareholders transfer higher proportion than that of the tradable shareholders.On the basis of company contract,I respectively from two angles of the control premium and value guarantee philosophy to explain these two questions.