Study On The Legal Issues Of Bankruptcy Reorganization Of "Zombie Enterprise"

"Zombie enterprise" is a disease of the enterprise,but due to the government and the bank for the sake of social stability and the interests of creditors,maintain the survival of the enterprise in the form.The existence of "zombie enterprise" is a great obstacle to the structural reform of the supply side,which wastes a lot of high-quality social resources and squeeze the living space of the benign enterprises.Bankruptcy reorganization is one of the best ways to deal with "zombie enterprise",but it is different from the common enterprise.It shall be based on the current bankruptcy system to carry out a wide range of institutional innovation when deal with the zombie enterprises in the way of bankruptcy reorganization.According to the particularity of "zombie enterprise",this paper analysis of the existing problems when the "zombie enterprise" is solved by the bankruptcy system,and learns about the foreign legislative experiences of the"zombie enterprise" reorganization to provide the advice for disposing the"zombie enterprise" legally.The first part of this paper introduces the concept of "zombie enterprise".It begins with the earliest of definition of "zombie enterprise"from foreign scholars,and analyzes the evolution and improvement of the definition of "zombie enterprise" in different countries and regions at different times,then combines with the definition standards of Chinese scholars and government of about "zombie enterprise" to clarify the definition standard and its particularity of "zombie enterprise" in China.The second part analyzes the main legal problems of the "zombie enterprise" in the bankruptcy and reorganization system.First of all,"zombie enterprise" involves many stakeholders,therefore the claim and debt relations is complex.This problems are mainly reflected in the contradiction between the secured creditor and other creditors in the process of reforming the assets involved in the reorganization process,the importance of tax authorities as the public interest subjects to reduce the tax burden on the resurrection of"zombie enterprises",the policy guidance and assistance of the government when the major "zombie enterprise" is reorganized,the risks are assumed by the bank creditors and compromise of the bank to the debtor in the reorganization proceedings.Secondly,the mandatory approval system cannot protect the interests of minority shareholders who did not agree with the reorganization plan.Because of the shortcomings of the system and the pressure from the local government and society,it is easy to lead to the interests of the minority creditors are "kidnapped" by the majority of creditors.Moreover,the bankruptcy administrator will be subject to the excessive intervention from government and other major creditors in the selection,not professional,paid rights cannot be guaranteed,no dissent rights and other issues.Finally,debtor will have the problem of recovering the enterprise credit after reorganized successfully.In the third part,the author analyzes the main legal means to save the "zombie enterprise".By comparing the prepackaged reorganization system and traditional reorganization system,highlights the advantage in the process of the prepackaged reorganization system in solving the "zombie enterprise",ananlysis of this system in British and American,combines with the application of this system in practice,demonstrates the necessity and feasibility of "zombie enterprise" are solved by the prepackaged reorganization system in China.At the same time,in the form of market-oriented debt-to-equity swap to solve the debtors' heavy debt burden and difficult financing problem in the reorganization process,and actively innovate new plural modes of cooperation of assets management company,commercial banks and other investment institutions,explore the debt replacement of bad assets disposal and a new method of creditors' rights of the value debt-to-equity swap.The fourth part of this paper constructs the legal system to dispose"zombie enterprise".First,improve the traditional bankruptcy reorganization system of the early procedures.To perfect the compulsory approval system in the traditional reorganization system and establish relief system for the dissenting creditor to avoid the reorganization plan is "kidnapped" by the government and majority creditors.Second,according to the particularity of"zombie enterprise" in China,learn from foreign effective experience to establish the prepackaged reorganization system from the application subject,disclosure of information system,selection of managers and other aspects to respect to the creditors and the debtors' rights of self reorganization at utmost.Third,actively guide commercial banks,Asset Management Companies,financial fund management institutions and other multiple cooperation through debt replacement,the disposal of non-performing assets,improvement of corporate governance structure,strengthen government supervision service functions to make sure the creditor's equity and debt exit safely.Fourth,This paper discusses the mode of China's credit system and the necessity of China's credit legislation.The improvement of credit rating system can eliminate the bad credit records of the reorganization "zombie enterprises" in time,and restores its financial credit and social credit.