The Application Of The Principle Of Substantive Merger Of Bankruptcy Liquidation Of Affiliated Companies

As a kind of enterprise organization form, compared with the single enterprise, associated enterprises have the advantages of economic, technology and form a strong competitiveness in the market, while we paid attention to the affiliate of an enormous impetus to social economy at the same time, we also cannot ignore this kind of enterprise bring us serious challenges. Parent company uses the controlled correlation to transfer debts between associated companies and avoid debts, then bring serious damage to the subordinate enterprise and does harm to their interests and creditor. And when the controlling company or subordinate company was bankrupting, the debt clearing, recourse of assets and restructuring, would appear many problems, how to fair protection associated enterprises general creditor's rights and interests, how to regulate affiliated enterprise bankruptcy problem, is the urgent task for the bankruptcy legal system in our country. This article is in view of the affiliated enterprise bankruptcy liquidation, the selected case Hantang securities company and 46 shell company are affiliated enterprise groups, 46 shell companies are set up by Hantang securities company. It absolute controlled those companies assets and finance, 46 shell companies seriously apparent lack of liquidity insolvent, in accordance with the statutory conditions of the bankruptcy liquidation, the bankruptcy liquidation is difficult to justice respectively to them to protect the interests of the creditors. Because of the complex trivial the liquidation procedure, assets belonging to divide, is bound to cause inefficient and add the liquidation cost. So those companies who used the correlation of affiliated to acquire illegal right faced bankrupt, apply to merge liquidation is a kind of method to protect the interests of creditors.This paper is divided into three parts: the first part, the case is put forward, by introducing the case that Hantang securities company and 46 shell companies were in serious confusion,so the merger liquidation bankruptcy was used, the substantial consolidation principle used in judicial practice is a kind of trend.Through the case, notes for the existing improper relationship that the affiliate companies and controlling the company, the liquidation can incorporate to relevant associated enterprises implement substantial liquidation.The second part, the theoretical analysis, this section contains the following, first is the introduction of the concept of essence combined system theory and the necessity of theoretical basis and applicable essence combined system.Subsequent research and related enterprise real merger system related concept discrimination.The third part is the study of the essence to consolidate the applicable, applicable subject which is the meaning of the affiliated enterprise characteristics and the problems existing in the affiliated enterprise.It is the problems that made substantial consolidation principles necessary to exist, including the applicable scope.Applicable condition between the associated enterprises in bankruptcy, liquidation shall be merged behavior standard, applicable procedures including start up mode, jurisdiction, manager selection and the allocation of burden of proof, behind each question through the case of this article, in the case cited essence combined principles applying.