On Protection Of Shareholders’ Rights In Bankruptcy Liquidation Procedures

The company is one of the greatest inventions in modern society.The company’s investor shareholders have undoubtedly played an important role in the operation of the company,Whether in the academic world or in practice,it has always been concerned about the rights exercise and rights protection of the company’s shareholders.Most of the rights and obligations of shareholders are adjusted by the Company Law in China.When the company withdraws from the economic market,the company’s bankruptcy issues are mainly transferred to the Bankruptcy Law of the Enterprise.The concept of equity supremacy in traditional company law conflicts with the idea of priority in safeguarding the interests of creditors in the bankruptcy law,resulting in the fact that the status of shareholders is actually emptied during the bankruptcy liquidation process,and the exercises of rights are faced with major obstacles and in trouble.Regarding this issue,the relevant legislation and its judicial interpretation do not give clear answers to it,and there are few studies in the academic circles.The main content of this article are as follows:Chapter Ⅰ Preface This chapter starts with the two bankruptcy liquidation cases that have emerged in practice,rethinking the protection of shareholder rights in bankruptcy liquidation procedures under the current system,and pointing out that academic circles have paid little attention to this issue.Chapter Ⅱ The predicament of shareholders’ rights in the process of bankruptcy liquidation.According to the classification of equity based on common interest and selfbenefit,it first introduces the specific power of each right and the general exercise procedure in practice,and combines the particularity of the bankruptcy liquidation procedure to reveal the difficult situation encountered by shareholders during this period.Chapter Ⅲ The Analysis of the Causes of the Predicament of Shareholders’ Rights in Bankruptcy and Liquidation.In the theory of civil law,the position of the property rights of the shareholders is sought.From the perspective of different doctrines,several possibilities of equity remedy are analyzed.Secondly,the main obstacle to proposing shareholders to exercise their rights during corporate liquidation is the lack of an obligation to cooperate with their rights.The essential reason for this difficulty is that the design of the bankruptcy system is different from the corporate law system.The bankruptcy system focuses more on protecting the debtor.And on the fair compensation to debtor,but does not consider the interests of shareholders during this period.Chapter Ⅳ Proposals for the protection of shareholders’ rights in bankruptcy liquidation proceedings.First,from the perspective of shareholder entity rights,under the current system design in the company law and the bankruptcy law,it will be read again through the expanded interpretation or analogical application of relevant laws in the Corporate Bankruptcy Law to strengthen the supervisor’s duty of diligence,due diligence and loyalty in the liquidation process,he has the burden of assisting or cooperating with shareholders in exercising his right to know such information,the right to request distribution of surplus assets,and the right to transfer stock rights,as well as providing shareholders with rights to bankruptcy claims in disguised form.The right of objection is to strengthen supervision of bankruptcy claims by supervisors,creditors’ meetings and courts.Secondly,from the perspective of litigation,it is clear that the supervisor is obliged to assist shareholders in exercising the right to sue,and to expand the interpretation of the provisions of Article 130 of the Bankruptcy Law so that shareholders can file a supervisorial liability dispute with respect to the administrator’s omissions.From substantive rights to litigation rights,all-round protection of shareholders’ rights in the process of bankruptcy liquidation is exercised.