Research On The Merger Bankruptcy Institution Of Affiliated Enterprises In China

The emergence and development of affiliated enterprises is the result of the combined effect of market economy and large-scale production.The form of affiliated enterprises has obvious advantages for enterprises to save transaction costs,expand the scale of operation and improve the overall competitiveness.But everything has two sides,to some extent,the development and expansion of affiliated enterprises promote the enterprise,but its problems cannot be ignored.Due to the imperfection of the information disclosure system in our country,the non-standard trading behavior of the related enterprises is not effectively disclosed,and the asymmetry of the information is brought to the creditors with the problems such as the mix of assets between the enterprises,and the integration of the personnel and the management,resulting in potential risks to creditors.When the affiliated enterprises enter bankruptcy at the same time or in procedure,due to the huge amount involved,the assets and liabilities of the affiliated enterprises seriously mixed,if still follow the traditional bankruptcy procedures,on the one hand,creditors' benefits of improper interest chain of external are not effectively protected.On the other hand,it is necessary to distinguish the assets from the liabilities,and this needs to spend a lot of time and money,and the benefits of creditors cannot be guaranteed,while the judicial resources will be overused.The ultimate purpose of the bankruptcy law is that the creditors of the bankruptcy enterprises are paid fairly,but the emergence of the affiliated enterprises is undoubtedly a challenge to this purpose.If not properly solved,above problems will seriously affect China's market economic and social order.In the existing legal system,the legal personality denial system,the bankruptcy revocation right and the insolvency system can restrict the bankruptcy cases of some affiliated enterprises.However,in the face of the increasingly size and complicated cases of bankruptcy of related enterprises,the existing system has obvious limitations.China's current lack of special legal system for regulating the special problems in the bankruptcy liquidation of affiliated enterprises has brought serious challenges to judicial practices.The main purpose of this paper is to introduce a new legal system in the process of solving the special problems in the process of bankruptcy of affiliated enterprises-merger bankruptcy system,and to carry out theoretical demonstration and localization system construction.The core view of this paper is that the independent legal personality of each affiliated enterprise is only the appearance,when the affiliated enterprises at the same time or bankruptcy,should be applied to merge the bankruptcy system,to restore its business process in the formation of the interests of the integration of the essence,no longer distinguish between their own Creditor's rights and debts,but the associated enterprises as a unified overall external responsibility,the creditor on the merger of all the bankruptcy property in proportion to compensate,in order to correct the improper association between affiliated transactions on the creditors of the injustice treatment.The system not only guarantees the opportunity for creditors of the affiliated enterprises to obtain equitable settlement,but also helps to shorten the trial time of bankruptcy cases and to improve judicial efficiency.China's research in the field of merger bankruptcy institution started late.Although some courts have been actively exploring and applying the bankruptcy system in the course of judicial practice,and have achieved good results,the system is still not in China's existing bankruptcy law.As a written law country,China is faced with an increasing number of cases of bankruptcy in affiliated enterprises,and it is difficult for judges to make decisions.In the United States as the representative of the Anglo-American legal system,the legal community on the merger bankruptcy system research has been more mature.China's bankruptcy system is in the practice of exploring.Combined with the country has formed a lot of justice Case study,we should learn from foreign experience.In this paper,the author uses the method of comparative study to compare the historical evolution of the principle of substantive merger with the United States,combined with the contribution of many scholars in China's legal scholars to the study of the bankruptcy system,and put forward some new thought about this issue.The effect of the merger bankruptcy system on correcting the distorting interests and the high degree of mixed status of related enterprises and ensuring the fair compensation of creditors is obvious to all.Therefore,the author hopes that through the theoretical analysis and institutional argument of the bankruptcy system,we can establish the system to provide targeted and framed recommendations.