Research On The Legal Problems Of The Substantive Consolidation Bankruptcy Of The Affiliated Company

As the division of labor in modern society is more and more refined,asset activities are flowing around the world,resulting in a large amount of work in a single company which is unable to operate in a different way and to operate in a large scale.Therefore,the development mode of affiliated companies with controlled and controlled relationship is increasingly favored by the main body of business activities.The operation mode of the affiliated company increases the flexibility of the company's capital operation,strengthens the coordination of the management and management of the company,improves the ability of the company to fight against the economic risk,meets the scale of the company management,and finally achieves the purpose of optimizing the allocation of resources and improving the profit.However,under the affiliated company operation mode,because of the natural profit-making nature of the company,the affiliated companies will escape the debt through the way of transferring profits,improper related transactions and so on,and endangers the interests of the creditors dealing with the independent status of the company,which is more harmful when the affiliated company is bankrupt.The bankruptcy hazards of related company's have the following aspects:the form of each company is legal person independence,in essence it causes the loss of independent personality of the affiliated company due to the mixed personality,and the insistence of the original company bankruptcy concept will result in the impact on the fair and liquidated value of bankruptcy;the debtor is more likely to help the affiliated company relations to carry on the bankruptcy fraud,It also endangering the trust interest of creditors.Because of the difficulty of separation between accounts and assets of related companies,the problem of inefficiency in affiliated companies' bankruptcy is also created.Based on this situation,the substantive consolidation of bankruptcy system arises at the historic moment as a means to deal with the bankruptcy problem of affiliated companies.It is regrettable that there are no clear legal provisions in the company law and the bankruptcy law for the applicable rules including the "affiliated companies","the substantive consolidation bankruptcy" and the related systems.In view of this,this paper intends to study the substantive consolidation and bankruptcy of affiliated companies.The text structure of this article is divided into four parts:The first part discusses the legitimacy of affiliated companies' the substantive consolidation bankruptcy.This part mainly shows the legitimacy of the actual merger and bankruptcy of the affiliated company through two aspects.First,it starts with the substantive value of the fair value,the efficiency value and the development direction of the bankruptcy law of the bankruptcy law,and demonstrates that the substantive consolidation bankruptcy of the affiliated companies is fully combined with the actual situation of the affiliated companies,and the affiliated companies are applicable to the substance.The combination of bankruptcy is in accordance with the value demand of the bankruptcy law.Two,by discussing the system of disregard of legal personality,the deep-stone doctrine and the revocation of insolvency system,it is proved that the relevance of the other systems of the substantive consolidation bankruptcy cannot be replaced,and it has an independent procedural significance in the bankruptcy of the affiliated companies.The second part studies the specific legal significance of the main body of the combined bankruptcy.Through the analysis of the relevant companies in different countries,the legal connotation of the affiliated companies in the bankruptcy law is determined,that is,to grasp the concept of company and the form of the relationship in the field of bankruptcy law.For the consideration of the extension of the affiliated company,we use the terms of the "Legislative Guide for bankruptcy law" to study the specific expression of the "decisive ownership" or "control" relationship between the affiliated companies,grasp the related company identification standard,and demonstrate that the related companies need to be related to the related companies in the broken production environment.The real economic state is determined.The third part mainly studies the application standard of the substantive consolidation bankruptcy.First,by introducing the standard of the application standard of the case of the United States' the substantive consolidation bankruptcy,the standard of combining the abstract and the concrete is summed up.Secondly,through the evaluation and analysis of the main referee's views on the application of the substantive consolidation legal text and the bankruptcy case,the conservatism of China in the application of the standard of the substantive consolidation bankruptcy is obtained.Finally,based on the theoretical summary of the applicable standards for the consolidation of insolvency,it is believed that serious personality confusion,bankruptcy fraud and the overall interest standard can be used as the most important applicable standards for the substantive consolidation bankruptcy of affiliated companies.The fourth part is the procedural design of the substantive consolidation bankruptcy of affiliated companies.This part combines the characteristics of the substantive consolidation bankruptcy,and focuses on the design of the substantive procedural rules for the bankruptcy filing entity,the jurisdictional jurisdiction,and the accepting entity in the substantive consolidation bankruptcy proceedings,and improves the procedural rules for the substantive consolidation bankruptcy.