Protection For The Creditors Interests In The Consolidated Reorganization Of Affiliated Enterprise

When the reorganization of affiliated enterprises,improper association will harm the interests of creditors,respectively,there are many drawbacks if affiliated enterprises separately apply bankruptcy reorganization.Comparison of disregard of corporate personality principle and the principle of equitable subordination,referring to the substantive consolidation rule at home and abroad,I believes that our affiliated enterprise merger restructuring need to meet the following conditions: related enterprises are in line with the "bankruptcy law" provisions of the conditions of bankruptcy,between business personality,highly confused the independent enterprise reorganization damages the interests of creditors.Then,how to choose the system that helps to protect the interests of creditors in the reorganization of related enterprises? If the associated enterprises confused personality deficiencies,did not reach substantive consolidation conditions,but also need to take the program with reforming separately,reforming the whole way;if the confusion has reached the degree of personality confusion,but lack consent for bankruptcy,we can take the law personality denial principle.We pay the bankrupt enterprise debt by related enterprises,or use the principle of equitable subordination of the enterprise to treat the bankrupt enterprise creditor's rights as equity,or place after inferior priority,or there are other ways to protect the interests of creditors.Although the applicability of merger reorganization,as in the case of the legal personality denied,the court has discretion and the right of final decision,but I do not recommend the court's ruling in accordance with the terms of the merger reorganization,to avoid excessive interference and court reorganization procedure.The court ruled that the essence of the related companies before the merger,despite the confused situation,still belongs to the independent main body,to protect the interests of creditors,the creditors' meeting vote can be used as pre-procedure of substantive consolidation,objectively reflect the real demands of the creditors of affiliated enterprises,to the court on the base of the voting result whether the substantive consolidation order.The people's court to review compliance with related enterprises merger reorganization conditions,except for the main qualification review of substantive consolidation,should be the focus of the review of related enterprises serious loss of corporate property independence,independence,the resolution of legal personality,highly confused situation was widespread persistence "and the results and effectiveness of the creditors' meeting.Making a draft reorganization plan needs to pay attention to the continuity and integrity of the draft reorganization plan for each.The court ruled by violating creditors will on the draft reorganization plan,not simply thinking the draft restructuring plan in the settlement rate is higher than the hypothetical liquidation under the condition of settlement rate.The court should coordinate the interests of all parties on the grounds,after considering the views of all parties on the base of rationality,and carefully make a final determination.In addition,it should,not only because creditors where the group has voted to ratify the draft reorganization plan,deprive opposition minority interests of creditors,be allowed to mention reconsideration in the approval of the draft before the introduction of the hearing mechanism.We must provide pathways to fully express their views for the opposition.The number of the creditors' committee in the case of merger and reorganization may exceed the limit of 9.The hearing of a bankruptcy court related litigation,strengthen the effect of authority principle trial mode,and a tendency to strengthen the protection of the bankrupt enterprises.The substantive consolidation rule only merge the associated assets and liabilities of the enterprise,of course,can be applied to the reorganization of the liquidation case.